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HANSEN TECHNOLOGIES LIMITED Interim / Quarterly Report 2003

Mar 12, 2003

65073_rns_2003-03-12_8a1f620b-b018-44b9-87f6-6e33893a5d77.pdf

Interim / Quarterly Report

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Appendix 4B

Half yearly report

Introduced 30/6/2002.

Name of entity
Hansen Technologies Limited and its Controlled Entities
ABN or equivalent company
Half yearly
Preliminary
reference
final $(nck)$
(nck)
Half year/ ended ('current period')
90 090 996 455 31 December 2002
For announcement to the market
Extracts from this report for announcement to the market (see note 1).
\$A'000
Revenues from ordinary activities (item $1.1$ ) 34.8%
up
31.288
to
Profit (Loss) from ordinary activities after tax attributable
to members ( item $1.22$ )
down
76.7%
$(2,523)^*$
to
Profit (loss) from extraordinary items after tax attributable
to members ( item 2.5( d ))
Net profit (loss) for the period attributable to members
(item 1.11)
down
76.7%
$(2,523)^*$
to
Dividends (distributions) Amount per security Franked amount per
security
Interim dividend (Half yearly report only - item 15.6) N/A N/A
Previous corresponding period (half yearly report - item
15.7)
$1.0 \notin$ $1.0 \notin$
$+$ Record date for determining entitlements to the
dividend,
(in the case of a trust, distribution) (see item $15.2$ )
N/A
Brief explanation of any of the figures reported above (see Note 1) and short details of any bonus or cash
issue or other item(s) of importance not previously released to the market:
To support the working capital requirements of the business the Directors have announced
a non-transferable rights issue to shareholders to raise no less than \$3 million of additional
capital.
Refer to a separate ASX Release within which the terms of the rights issue are detailed.
* This compares to a net loss for the 6 month period ended 30 June 2002 of \$58.6 million.

If this is a half yearly report it is to be read in conjunction with the most recent annual financial report.

$+$ See chapter 19 for defined terms.

Consolidated statement of financial performance

Current period -
\$A'000
Previous corresponding
period - \$A'000
1.1 Revenues from ordinary activities (see items 1.23
$-1.25)$
31,288 23,197
1.2 Expenses from ordinary activities (see items 1.26
& 1.27)
33,527 23,816
1.3 Borrowing costs 172 75
1.4 Share of net profits (losses) of associates and joint
venture entities (see item 16.7)
1.5 Profit (loss) from ordinary activities before tax (2, 411) (694)
1.6 Income tax on ordinary activities (see note 4) (112) (734)
1.7 Profit (loss) from ordinary activities after tax (2,523) (1, 428)
1.8 Profit (loss) from extraordinary items after tax
(see item $2.5$ )
1.9 Net profit (loss) (2,523) (1, 428)
1.10 Net profit (loss) attributable to outside $+$ equity
interests
1.11 Net profit (loss) for the period attributable to
members
(2,523) (1, 428)
Non-owner transaction changes in equity
1.12 Increase (decrease) in revaluation reserves
1.13 Net exchange differences recognised in equity $\overline{2}$
1.14 Other revenue, expense and initial adjustments
recognised directly in equity (attach details)
transitional
Initial
adjustments
from UIG
1.15 provisions
1.16 Total transactions and adjustments recognised
directly in equity (items 1.12 to 1.15)
$\overline{2}$
1.17 Total changes in equity not resulting from
transactions with owners as owners (2,521) (1, 428)
Earnings per security (EPS) Current period Previous
corresponding
Period
1.18 Basic EPS
Ordinary Shares $(2.72)$ cents $(1.78)$ cents
1.19 Diluted EPS
Ordinary Shares $(2.72)$ cents $(1.78)$ cents

+ See chapter 19 for defined terms.

TTOIR (1999) ITOIR OFQHAFF AVIITION9 AGHTDAGADIV tO MIVIRDVI'9
Current
\$A'000
period
-
Previous
corresponding period -
\$A'000
1.20 Profit (loss) from ordinary activities after tax
(item 1.7)
(2,523) (1,428)
1.21 Less (plus) outside $+$ equity interests
1.22 Profit (loss) from ordinary activities after
tax, attributable to members
(2,523) (1,428)

Profit (loss) from ordinary activities attributable to members

Notes to the consolidated statement of financial performance Revenues and expenses form ordinary activities

Current
\$A'000
period Previous corresponding
period - \$A'000
1.23 Revenue from sales or services 30,391 22,705
1.24 Interest revenue 80 137
1.25 Other relevant revenue 817 355
Total Revenue 31,288 23,197
1.26 Details of relevant expenses;
Employee Expenses 16,366 12,680
Amortisation of Intangibles 2,157 3,020
Hardware and Software costs 5,158 3,946
Telecommunications 2,232 564
Occupancy costs 2,773 1,090
Other Expenses 3,172 1,503
1.27 Depreciation and amortisation
excluding
amortisation of intangibles (see item 2.3)
1,669 1,013
Total Expenses 33,527 23,816
Significant items included in 1.26:
Net (writeback) of liabilities no longer payable
(Refer 12.1)
(671)
Capitalised outlays
1.28 Interest costs capitalised in asset values
1.29 Outlays capitalised in intangibles (unless
arising from an $^+$ acquisition of a business)
Research and Development Capitalised
(1, 556) (1, 856)

Consolidated retained profits

Current period -
\$A'000
Previous corresponding
period - \$A'000
1.30 Retained profits (accumulated losses) at the
beginning of the financial period
(60, 866) 563
1.31 Net profit (loss) attributable to members (2,523) (1,428)
1.32 Net transfers from (to) reserves
1.33 Net effect of changes in accounting policies
1.34 Dividends and other equity distributions paid
or payable
1.35 Retained profits (accumulated losses) at end
of financial period
(63,389) (865)

+ See chapter 19 for defined terms.

Notes to the consolidated statement of financial performance

Intangible and extraordinary items

Consolidated - current period
Before tax
\$A'000
Related tax
\$A'000
Related
outside
+equity
interests
Amount (after
$\text{tax}$ )
attributable to
members
\$A'000
(a) (b) \$A'000
(c)
(d)
2.1 Amortisation of goodwill 560 nil nil 560
2.2 Amortisation of other
intangibles
1,597 (479) nil 1,118
2.3 Total amortisation of
intangibles
2,157 (479) nil 1,678
2.4 Extraordinary items details nil nil nil nil
2.5 Total extraordinary items nil nil nil nil
Consolidated - prior period
Before tax
\$A'000
Related tax
\$A'000
Related
outside
+equity
interests
Amount (after
${ax}$
attributable to
members
(a) (b) \$A'000
(c)
\$A'000
(d)
2.1 Amortisation of goodwill 2,023 2,023
2.2 Amortisation of other
intangibles
997 (299) 698
2.3 Total amortisation of
intangibles
3,020 (299) 2,721
2.4 Extraordinary items

+ See chapter 19 for defined terms.

Notes to the consolidated statement of financial performance

Comparison of half year profits

(Preliminary final report only)

  • $3.1$ Consolidated profit (loss) from ordinary activities after tax attributable to members reported for the $1st$ half year (item 1.22 in the half yearly report)
  • $3.2$ Consolidated profit (loss) from ordinary activities after tax attributable to members for the 2nd half year
Current year - \$A'000 Previous year - \$A'000
N/A N/A
N/A N/A

+ See chapter 19 for defined terms.

position Consolidated statement of financial At
end
οf
current period
\$A'000
As shown in last
annual report
\$A'000
As in last half
yearly report
\$A'000
Current assets
4.1 Cash 1,087 4,188 4,095
4.2 Receivables 7,848 9,301 5,103
4.3 Other Financial Assets
4.4 Inventories
4.5 Tax assets
4.6 Other -
- Prepayments 1,342 830 506
- Accrued Revenue 1,798 1,573
4.7 Total current assets 12,075 15,892 9,704
Non-current assets
4.8 Receivables 1,836
4.9 Investments (equity accounted)
4.10 Other Financial Assets
Inventories
4.11
4.12
Exploration and evaluation expenditure
capitalised
4.13 Development properties
4.14 Other property, plant and equipment
(net)
9,739 10,872 4,297
4.15 Intangibles (net) 26,629 26,650 81,553
4.16 Tax assets 1,252 1,422 641
4.17 Other (provide details if material) 476
4.18 Total non-current assets 39,456 39,420 86,491
4.19 Total assets 51,531 55,312 96,195
Current liabilities
4.20 Payables 10,977 9,934 9,290
4.21 Interest bearing liabilities 1,369 967 843
4.22 Tax liabilities 48 159
4.23 Provisions excl. tax liabilities 3,523 4,133 2,602
4.24 Other - Deferred Income 4,460 4,487 1,772
- Consideration Payable 1,700
4.25 Total current liabilities 20,377 21,221 14,666
Non-current liabilities
4.26 Payables 333 833 2,959
4.27
4.28
Interest bearing liabilities
Tax liabilities
359
837
436
661
112
4.29 Provisions exc. tax liabilities 847 1,195 201
4.30 Other (provide details if material)
4.31 Total non-current liabilities 2,376 3,125 3,272
4.32 Total liabilities 22,753
28,778
24,346
30,966
17,938
78,257
4.33 Net assets

+ See chapter 19 for defined terms.

Consolidated statement of financial
position, continued
οf
end
Αŧ
current period
SA'000
As shown in last
annual report
SA'000
As in last half
yearly report
\$A'000
4.34 Equity
Capital/contributed equity
92,372 92,039 79,122
4.35 Reserves (205) (207)
4.36 Retained profits (accumulated losses) (63,389) (60, 866) (865)
4.37 Equity attributable to members of the 28,778 30,966 78,257
4.38 parent entity
Outside + equity interests in controlled
entities
۰
4.39 Total equity 28,778 30,966 78,257
4.40 Preference capital included as part of
4.37

+ See chapter 19 for defined terms.

Exploration and evaluation expenditure capitalised

(To be completed only by entities with mining interests if amounts are material. Include all expenditure incurred.)

Current period \$A'000 Previous
corresponding period -
\$A'000
5.1 Opening balance N/A N/A
5.2 Expenditure incurred during current period N/A N/A
5.3 Expenditure written off during current period N/A N/A
5.4 Acquisitions, disposals, revaluation
increments, etc.
N/A N/A
5.5 Expenditure transferred to Development
Properties
N/A N/A
5.6 Closing balance as shown in the
consolidated balance sheet (item 4.12)
N/A N/A

Development properties

(To be completed only by entities with mining interests if amounts are material)

Previous Current period \$A'000 corresponding period - \$A'000 $N/A$ $N/A$ 6.1 Opening balance $N/A$ 6.2 Expenditure incurred during current period $N/A$ 6.3 Expenditure transferred from exploration and $N/A$ $N/A$ evaluation $N/A$ $N/A$ 6.4 Expenditure written off during current period $N/A$ $N/A$ Acquisitions, disposals, revaluation 6.5 increments, etc. $N/A$ $N/A$ 6.6 Expenditure transferred to mine properties $\overline{N/A}$ $\overline{N/A}$ $6,7$ Closing balance as shown in the consolidated balance sheet (item $4.13$ )

+ See chapter 19 for defined terms.

Consolidated statement of cash flows

Current period Previous
\$A'000 corresponding period
$-$ \$A'000
Cash flows related to operating activities
7.1 Receipts from customers 30,469 23,927
7.2 Payments to suppliers and employees (30, 139) (20, 888)
7.3 Dividends received from associates
7.4 Other dividends received
7.5 Interest and other items of similar nature 80 137
received
7.6 Interest and other costs of finance paid (52) (75)
7.7 Income taxes paid (2,014)
7.8 Other (provide details if material)
7.9 Net operating cash flows 358 1,087
Cash flows related to investing activities
7.10 Payment for purchases of property, plant and (613) (263)
equipment
7.11 Proceeds from sale of property, plant and 19 326
7.12 equipment
Payment for purchases of other investments
7.13 Proceeds from sale of controlled entity
7.14 Loans to other entities
7.15 Loans repaid by other entities
7.16 Other (provide details if material)
Payment for controlled entities (net of cash (1,700) (3,088)
acquired)
Payments for Research and Development (1, 556) (1, 856)
Payments for Intangible Assets (1,000)
7.17 Net investing cash flows (3, 850) (5,881)
Cash flows related to financing activities
7.18 Proceeds from issues of + securities (shares,
options, etc.)
7.19 Proceeds from borrowings
7.20 Repayment of borrowings
7.21 Dividends paid (1,601)
7.22 Other (provide details if material)
Lease payments (673)
7.23 Net financing cash flows (673) (1,601)
7.24 Net increase (decrease) in cash held (4,165) (6,395)
7.25 Cash at beginning of period 4.188 10,490
(see Reconciliation of cash)
7.26 Exchange rate adjustments to item 7.25.
7.27 Cash at end of period 23 4,095
(see Reconciliation of cash)

+ See chapter 19 for defined terms.

Non-cash financing and investing activities

Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities
but did not involve cash flows are as follows. (If an amount is quantified, show comparative amount.)

Nil

Reconciliation of cash

Reconciliation of cash at the end of the period (as
shown in the consolidated statement of cash flows) to
the related items in the accounts is as follows.
Current period \$A'000 Previous
corresponding
period - \$A'000
8.1 Cash on hand and at bank 1,087 2,120
8.2 Deposits at call 1,975
8.3 Bank overdraft (1,064)
8.4 Other (provide details)
8.5 Total cash at end of period (item 7.27) 23

Other notes to the financial statements

Ratios Current period Previous
corresponding
period
9.1 Profit before fax / revenue
Consolidated profit (loss) from ordinary
activities before tax (item $1.5$ ) as a percentage
of revenue (item 1.1)
$(7.7) \%$ $(3.0)\%$
9.2 Profit after tax $\pi$ equity interests
Consolidated net profit (loss) from ordinary
activities after tax attributable to members
( item 1.11 ) as a percentage of equity (similarly
attributable) at the end of the period (item
4.37
$(8.8) \%$ $(1.8)\%$

+ See chapter 19 for defined terms.

Earnings per security (EPS)

Details of basic and diluted EPS reported separately in accordance with paragraph 9 and 18 of $10.$ AASB 1027: Earnings Per Share are as follows.

Weighted average number of Ordinary Shares on issue throughout the half year, used as the denominator in the calculation of the basic EPS and diluted EPS, is 92,405,358. Prior corresponding period was 80,043,638.

NTA backing
(see note $7)$
Current period Previous corresponding
period
11.1
Net tangible asset backing per + ordinary
security
2.3 cents $(4.5)$ cents

Discontinuing Operations

Discontinuing Operations $12.1$

As previously advised the Company has discontinued the operations of the wholly-owned subsidiaries comprising the Svi Group (Hansen SVi Ltd, Hansen IBP Ltd and Hansen Technologies (Malaysia) Sdn Bhd). The diminution in the carrying value of the assets of these companies was fully accounted for in the annual financial report for the financial year ended 30 June 2002.

Each of these Companies is now in liquidation. During the half year of this current financial year these Companies traded for a total of two months before being placed into liquidation.

Financial performance information:

Current Period Previous Corresponding
\$A'000 Period \$A'000
Revenue from Ordinary Activities 158
Expenses from Ordinary Activities (534)
Loss from Ordinary Activities before Income Tax (376) ٠
Net writeback of liabilities no longer payable 671
Profit before Income Tax 295
Income Tax expense
Net Profit 295
MARTINEZ-MART 1919 1919 THEFT BEET TANAAF MAAT AANAT BEEK BEEK

Cash flow information

The net cash flow loss from the SVi Group was \$376,000 during the current period and nil for the previous corresponding period.

Financial position information

Current Period Previous Corresponding
\$A'000 Period \$A'000
Assets
Total assets $\blacksquare$
Liabilities
Segment non-current and total liabilities -
owing to related Hansen entities
(4,024) $\blacksquare$
Net asset deficiency (4,024) -

$+$ See chapter 19 for defined terms.

Discontinuing Operations

Discontinuing Operations (continued) $12.1$

Also included in the results for the period but recorded by other entities within the consolidated Group are:

Actual expenditure and Provisions for the costs of the liquidation amounting to \$293,000. $\bullet$

No Distribution to Hansen Technologies Limited is anticipated from the liquidation of these companies.

Control gained over entities having material effect

13.1 Name of entity (or group of entities)

None

  • 13.2 Consolidated profit (loss) from ordinary activities and extraordinary items after tax of the controlled entity (or group of entities) since the date in the current period on which control was +acquired
  • 13.3 Date from which such profit has been calculated
  • 13.4 Profit (loss) from ordinary activities and extraordinary items after tax of the controlled entity (or group of entities) for the whole of the previous corresponding period
\$N/A
N/A
\$N/A

Current Period

Prior Period

13.1 Name of entity (or group of entities)

Marotz Inc

13.2 Consolidated profit (loss) from ordinary activities and extraordinary items after tax of the controlled entity (or group of entities) since the date in the current period on which control was $^+$ acquired

\$954,121
Refer "A" below and note 9
to the half year
financial statements
September 2001
\$(2.844,000)

Refer "B" below

  • 13.3 Date from which such profit has been calculated
  • 13.4 Profit (loss) from ordinary activities and extraordinary items after tax of the controlled entity (or group of entities) for the whole of the previous corresponding period
  • A. The result in Section 13.2, prior period, is the Marotz Inc. statutory entity result, which excludes head office and operational charges of approximately \$450,000 relating to Marotz Inc. incurred and recorded by other entities within the consolidated entity.
  • B. This result is for the twelve month period ended 30 June 2001, being the most recent audited financial period of Marotz Inc..

Loss of control of entities having material effect

Current and Prior period
14.1 Name of entity (or group of entities) None
14.2 Consolidated profit (loss) from ordinary activities and
extraordinary items after tax of the controlled entity (or group
of entities) for the current period to the date of loss of control
\$ N/A
14.3 Date to which the profit (loss) in item 14.2 has been calculated N/A

$+$ See chapter 19 for defined terms.

  • 14.4 Consolidated profit (loss) from ordinary activities and extraordinary items after tax of the controlled entity (or group of entities) while controlled during the whole of the previous corresponding period
  • $14.5$ Contribution to consolidated profit (loss) from ordinary activities and extraordinary items from sale of interest leading to loss of control

Notes to the consolidated statement of financial performance

Dividends (in the case of a trust, distributions)

  • 15.1 Date the dividend (distribution) is payable
  • $15.2$ +Record date to determine entitlements to the dividend (distribution) (ie, on the basis of proper instruments of transfer received by 5.00 pm if *securities are not *CHESS approved, or security holding balances established by 5.00 pm or such later time permitted by SCH Business Rules if $+$ securities are +CHESS approved)
$\rm N/A$
N/A

Previous year

$N/A$

$N/A$

$N/A$

15.3 If it is a final dividend, has it been declared? (Preliminary final report only)

Amount per security

Amount per
security
Franked
amount per
security at 30
% tax (see
note 4)
Amount per
security of
foreign source
dividend
(Preliminary final report only) N/A N/A N/A
15.4 Final dividend:
Current year
15.5 Previous year N/A N/A N/A
(Half yearly and preliminary final reports)
15.6 Interim dividend: Current year
15.7 Previous year $1.0\epsilon$ 1.0c

Current year

Total dividend (distribution) per security (interim plus final)

(Preliminary final report only)

  • 15.8 +Ordinary securities
  • 15.9 Preference +securities

$N/A$

$N/A$

$$ N/A$ $$ N/A$

$+$ See chapter 19 for defined terms.

Half yearly report - interim dividend (distribution) on all securities or Preliminary final report - final dividend (distribution) on all securities

Current period \$A'000 Previous corresponding
period - \$A'000
15.10 $+$ Ordinary securities (each class separately) 910
Preference + securities (each class
separately)
15.12 Other equity instruments (each class
separately)
15.13 Total

The $+dividend$ or distribution plans shown below are in operation.

A Dividend Reinvestment Plan has been established to provide shareholders with the opportunity of reinvesting dividends in new shares rather than receiving cash. The Directors may alter, suspend or terminate the terms of the Dividend Reinvestment Plan at any time.

The last date(s) for receipt of election notices for the +dividend or distribution plans

$N/A$

Any other disclosures in relation to dividends (distributions). (For half yearly reports, provide details in accordance with paragraph 7.5(d) of AASB 1029 Interim Financial Reporting)

No Interim Dividend has been declared in respect to the 2002/2003 fiscal year.

Details of aggregate share of profits (losses) of associates and joint venture entities

Group's share of associates' and joint venture
entities':
Current period
\$A'000
Previous
corresponding period
- \$A'000
16.1 Profit (loss) from ordinary activities before tax
16.2 Income tax on ordinary activities
16.3 Profit (loss) from ordinary activities after
tax
16.4 Extraordinary items net of tax
16.5 Net profit (loss)
16.6 Adjustments
16.7 Share of net profit (loss) of associates and
joint venture entities

$+$ See chapter 19 for defined terms.

Material interests in entities which are not controlled entities

The economic entity has an interest (that is material to it) in the following entities. (If the interest was acquired or disposed of during either the current or previous corresponding period, indicate date of acquisition ("from dd/mm/yy") or disposal ("to dd/mm/yy").)

Name of entity Percentage of ownership
date of disposal
interest held at end of period or Contribution to net profit (loss) (item
(1, 9)
17.1 Equity accounted
associates and
joint venture
entities
Current
period
Previous
corresponding
period
Current period
\$A'000
Previous
corresponding
period-
\$A'000
17.2 Total
17.3 Other material
interests
17.4 Total

$+$ See chapter 19 for defined terms.

Issued and quoted securities at end of current period
(Description must include rate of interest and any redemption or conversion rights together with prices and dates)

Category of + securities Total number Number quoted Issue
price per
security
(cents)
Amount
paid up per
security
(cents)
18.1 Preference + securities
(description)
18.2 Changes during current period
(a) Increases through issues
(b) Decreases through returns
of capital, buybacks,
redemptions
18.3 + Ordinary securities 92,474,969 92,474,969 ÷,
18.4 Changes during current period
(a) Increases through issues
(b) Decreases through returns
of capital, buybacks
212,314 212,314
18.5 + Convertible debt securities $\overline{\phantom{0}}$
18.6 Changes during current period
(a) Increases through issues
(b) Decreases through
securities matured, converted
18.7 Options (description and
conversion factor)
1,760,000
200,000
50,000
820,000
15,000
2,845,000
$\blacksquare$ Exercise
Price
\$1.00
\$1.40
\$1.90
\$1.50
\$1.20
Expiry
date
26/05/05
07/08/05
25/12/05
01/07/06
01/01/07
18.8 Issued during current period nil
18.9 Exercised during current
period
nil
18.10 Expired during current period 30,000 - \$1.50 01/10/06
18.11 Debentures (description) - $\overline{\phantom{0}}$
18.12 Changes during current period
(a) Increases through issues
(b) Decreases through
securities matured, converted
18.13 Unsecured notes
(description)
18.14 Changes during current period
(a) Increases through issues
(b) Decreases through
securities matured, converted

+ See chapter 19 for defined terms.

Notes to the consolidated statement of financial performance

Segment reporting

(Information on the business and geographical segments of the entity must be reported for the current period in accordance with AASB 1005: Segment Reporting and for half year reports, AASB 1029: Interim Financial Reporting. Because entities employ different structures a pro forma cannot be provided. Segment information in the layout employed in the entity's $\pm$ accounts should be reported separately and attached to this report.)

Comments by directors

(Comments on the following matters are required by ASX or, in relation to the half yearly report, by AASB 1029: Interim Financial Reporting. The comments do not take the place of the directors' report and statement (as required by the Corporations Act) and may be incorporated into the directors' report and statement. For both half yearly and preliminary final reports, if there are no comments in a section, state NIL. If there is insufficient space to comment, attach notes to this report.)

Basis of financial report preparation

  • $19.1$ If this report is a half vearly report, it is a general purpose financial report prepared in accordance with the listing rules and AASB 1029: Interim Financial Reporting. It should be read in conjunction with the last +annual report and any announcements to the market made by the entity during the period. The financial statements in this report are "condensed financial statements" as defined in AASB 1029: Interim Financial Reporting. This report does not include all the notes of the type normally included in an annual financial report. [Delete if preliminary final report.]
  • 19.2 Material factors affecting the revenues and expenses of the economic entity for the current period. In a half yearly report, provide explanatory comments about any seasonal or irregular factors affecting operations.

As advised in the Discontinuing Operations note 12.1 the Group's result for the 6 months has benefited from a writeback of SVi's liabilities upon its liquidation of \$671,000.

  • $19.3$ A description of each event since the end of the current period which has had a material effect and which is not already reported elsewhere in this Appendix or in attachments, with financial effect quantified (if possible).
  • 19.4 Franking credits available and prospects for paying fully or partly franked dividends for at least the next year.

From 1 July 2002 the New Business Tax System (Imputation) Act 2002 requires measurement of Franking credits based on the amount of tax paid and available for distribution as a franking tax credit, rather than being based on the after-tax profits as in previous years. As a result the "franking credits available" for the current, as well as corresponding, period have been converted to a tax paid basis and are as at 31 Dec 2002. \$540,724 (2001: \$533,571).

The ability to utilise the Franking Credits is dependent upon there being sufficient available profits to declare dividends.

$+$ See chapter 19 for defined terms.

Notes to the consolidated statement of financial performance

  • Unless disclosed below, the accounting policies, estimation methods and measurement bases used in this $19.5$ report are the same as those used in the last annual report. Any changes in accounting policies, estimation methods and measurement bases since the last annual report are disclosed as follows. (Disclose changes and differences in the half vearly report in accordance with $AAS\hat{B}$ 1029; Interim Financial Reporting, Disclose changes in accounting policies in the preliminary final report in accordance with $AASB$ 1001: Accounting Policies-Disclosure).
  • 19.6 Revisions in estimates of amounts reported in previous interim periods. For half yearly reports the nature and amount of revisions in estimates of amounts reported in previous +annual reports if those revisions have a material effect in this half year.
  • Changes in contingent liabilities or assets. For half yearly reports, changes in contingent liabilities and 19.7 contingent assets since the last + annual report.

Refer to the notes to the half year financial statements

Additional disclosure for trusts

  • 20.1 Number of units held by the management company or responsible entity or their related parties.
  • A statement of the fees and commissions 20.2 payable to the management company or responsible entity.

Identify:

  • initial service charges
  • management fees
  • other fees

Annual meeting

(Preliminary final report only)

The annual meeting will be held as follows:

Place N/A
Date N/A
Time N/A
Approximate date the "annual report will be
available
N/A

$\overline{a}$

$+$ See chapter 19 for defined terms.

Compliance statement

П

П

This report has been prepared in accordance with AASB Standards, other AASB authoritative $\mathbbm{1}$ pronouncements and Urgent Issues Group Consensus Views or other standards acceptable to ASX (see note 12).

Identify other standards used

NONE

  • $\overline{2}$ This report, and the "accounts upon which the report is based (if separate), use the same accounting policies.
  • 3 This report does give a true and fair view of the matters disclosed (see note 2).
  • $\overline{4}$ This report is based on +accounts to which one of the following applies. (Tick one)
The $\alpha$ accounts have been $\sqrt{\phantom{a}}$
audited.
The " accounts have
been
subject to review.
The $\frac{1}{2}$ accounts are in the $\Box$
process of being audited or
subject to review.
The * accounts have not yet
been audited or reviewed.
  • $\overline{5}$ (Half yearly report only $\sim$ the audit report or review by the auditor must be attached to this report if this report is to satisfy the requirements of the Corporations Act.)
  • $\boldsymbol{6}$ The entity has a formally constituted audit committee.

........................

Date: ...12 March 2003............................

Print name: Andrew Hansen

(Director)

Sign here:

$+$ See chapter 19 for defined terms.

Notes

  • $\mathbb{L}$ For announcement to the market The percentage changes referred to in this section are the percentage changes calculated by comparing the current period's figures with those for the previous corresponding period. Do not show percentage changes if the change is from profit to loss or loss to profit, but still show whether the change was up or down. If changes in accounting policies or procedures have had a material effect on reported figures, do not show either directional or percentage changes in profits. Explain the reason for the omissions in the note at the end of the announcement section. Entities are encouraged to attach notes or fuller explanations of any significant changes to any of the items in page 1. The area at the end of the announcement section can be used to provide a cross reference to any such attachment.
  • True and fair view If this report does not give a true and fair view of a matter (for example, $21$ because compliance with an Accounting Standard is required) the entity must attach a note providing additional information and explanations to give a true and fair view.

$3.$ Condensed consolidated statement of financial performance

  • The definition of "revenue" and an explanation of "ordinary activities" are set Item $11$ out in AASB 1004: Revenue, and AASB 1018: Statement of Financial Performance.
  • Item $1.6$ This item refers to the total tax attributable to the amount shown in item 1.5. Tax includes income tax and capital gains tax (if any) but excludes taxes treated as expenses from ordinary activities (eg. fringe benefits tax).
  • $\overline{4}$ . Income tax If the amount provided for income tax in this report differs (or would differ but for compensatory items) by more than 15% from the amount of income tax prima facie payable on the profit before tax, the entity must explain in a note the major items responsible for the difference and their amounts. The rate of tax applicable to the franking amount per dividend should be inserted in the heading for the column "Franked amount per security at % $\text{tax}^3$ for items $15.4$ to $15.7$ .

$51$ Condensed consolidated statement of financial position

Format The format of the consolidated statement of financial position should be followed as closely as possible. However, additional items may be added if greater clarity of exposition will be achieved, provided the disclosure still meets the requirements of AASB 1029: Interim Financial Reporting, and AASB 1040: Statement of Financial Position. Also, banking institutions, trusts and financial institutions may substitute a clear liquidity ranking for the Current/Non-Current classification.

Basis of revaluation If there has been a material revaluation of non-current assets (including investments) since the last +annual report, the entity must describe the basis of revaluation adopted. The description must meet the requirements of AASB 1010: Accounting for the Revaluation of Non-Current Assets. If the entity has adopted a procedure of regular revaluation, the basis for which has been disclosed and has not changed, no additional disclosure is required.

Consolidated statement of cash flows For definitions of "cash" and other terms used in this 6. report see AASB 1026: Statement of Cash Flows. Entities should follow the form as closely as

$+$ See chapter 19 for defined terms.

possible, but variations are permitted if the directors (in the case of a trust, the management company) believe that this presentation is inappropriate. However, the presentation adopted must meet the requirements of AASB 1026. $+$ Mining exploration entities may use the form of cash flow statement in Appendix 5B.

  • Net tangible asset backing Net tangible assets are determined by deducting from total $71$ tangible assets all claims on those assets ranking ahead of the $+$ ordinary securities (ie. all liabilities, preference shares, outside +equity interests etc). +Mining entities are not required to state a net tangible asset backing per $+$ ordinary security.
  • $\mathbf{8}$ . Gain and loss of control over entities The gain or loss must be disclosed if it has a material effect on the "accounts. Details must include the contribution for each gain or loss that increased or decreased the entity's consolidated profit (loss) from ordinary activities and extraordinary items after tax by more than 5% compared to the previous corresponding period.
  • $91$ Rounding of figures This report anticipates that the information required is given to the nearest \$1,000. If an entity reports exact figures, the \$A'000 headings must be amended. If an entity qualifies under ASIC Class Order 98/0100 dated 10 July 1998, it may report to the nearest million dollars, or to the nearest \$100,000, and the \$A'000 headings must be amended.
  • $101$ Comparative figures Comparative figures are to be presented in accordance with AASB 1018 or AASB 1029 Interim Financial Reporting as appropriate and are the unadiusted figures from the latest annual or half year report as appropriate. However, if an adjustment has been made in accordance with an accounting standard or other reason or if there is a lack of comparability, a note explaining the position should be attached. For the statement of financial performance, AASB 1029 Interim Financial Reporting requires information on a year to date basis in addition to the current interim period. Normally an Appendix 4B to which AASB 1029 Interim Financial Reporting applies would be for the half year and consequently the information in the current period is also the year to date. If an Appendix 4B Half yearly version is produced for an additional interim period (eg because of a change of reporting period), the entity must provide the year to date information and comparatives required by AASB 1029 Interim Financial Reporting. This should be in the form of a multi-column version of the consolidated statement of financial performance as an attachment to the additional Appendix 4B.
  • $11.$ Additional information An entity may disclose additional information about any matter, and must do so if the information is material to an understanding of the reports. The information may be an expansion of the material contained in this report, or contained in a note attached to the report. The requirement under the listing rules for an entity to complete this report does not prevent the entity issuing reports more frequently. Additional material lodged with the +ASIC under the Corporations Act must also be given to ASX. For example, a director's report and declaration, if lodged with the $+A$ SIC, must be given to ASX.
  • $12.$ Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if one exists) must be complied with.
  • $13.$ Corporations Act financial statements This report may be able to be used by an entity required to comply with the Corporations Act as part of its half-year financial statements if prepared in accordance with Australian Accounting Standards.

$+$ See chapter 19 for defined terms.

  • $14$ Issued and quoted securities. The issue price and amount paid up is not required in items 18.1 and 18.3 for fully paid securities.
  • 15 Details of expenses AASB 1018 requires disclosure of expenses from ordinary activities according to either their nature or function. For foreign entities, there are similar requirements in other accounting standards accepted by ASX. AASB ED 105 clarifies that the disclosures required by AASB 1018 must be either all according to nature or all according to function. Entities must disclose details of expenses using the layout (by nature or function) employed in their $+$ accounts.

The information in lines 1.23 to 1.27 may be provided in an attachment to Appendix 4B.

Relevant Items AASB 1018 requires the separate disclosure of specific revenues and expenses which are not extraordinary but which are of a size, nature or incidence that disclosure is relevant in explaining the financial performance of the reporting entity. The term "relevance" is defined in $AASB$ 1018. There is an equivalent requirement in $AASB$ 1029: Interim Financial Reporting. For foreign entities, there are similar requirements in other accounting standards accepted by ASX.

16 Dollars If reporting is not in A\$, all references to \$A must be changed to the reporting currency. If reporting is not in thousands of dollars, all references to "000" must be changed to the reporting value.

17. Discontinuing operations

Half yearly report

All entities must provide the information required in paragraph 12 for half years beginning on or after 1 July 2001.

Preliminary final report

Entities must either provide a description of any significant activities or events relating to discontinuing operations equivalent to that required by paragraph 7.5 (g) of $AASB$ 1029: Interim Financial Reporting, or, the details of discontinuing operations they are required to disclose in their +accounts in accordance with AASB 1042 Discontinuing Operations.

In any case the information may be provided as an attachment to this Appendix 4B.

Format 18

This form is a Word document but an entity can re-format the document into Excel or similar applications for submission to the Companies Announcements Office in ASX.

$+$ See chapter 19 for defined terms.

Hansen Technologies Limited and its controlled entities Directors' report

The Directors present their report together with the consolidated financial report for the halfyear ended 31 December 2002 and the review report thereon.

Directors

The directors of the company during the period or since the end of the half-year are:

Name Period of directorship
Mr Kenneth A Hansen
Chairman
Director since 2000
Mr Geoffrey A Tomlinson Director since 2000
Mr Andrew A Hansen Director since 2000
Mr Bruce G Adams Director since 2000

Review of operations

Earnings before interest, income tax, depreciation and amortisation (EBITDA) for the six months to December 2002 was \$1.5 million.

Operating revenue for the 6 months to 31 December 2002 was \$30.4 million. The net loss after tax but before amortisation of goodwill was \$1.9 million.

The Directors do not propose an interim dividend in respect of the first half of this year.

Revenue from Hansen's core billing systems software and services business accounted for 52 % of sales for the period. The IT outsourcing services business accounted for 45 % of sales during the six month period, reflecting the impact of a full 6 month period for the Syntegra Facilities Management business acquired in June 2002.

Revenue from Hansen's other activities now only account for 3% of total sales.

$+$ See chapter 19 for defined terms.

Hansen Technologies Limited and its controlled entities Directors' report (continued)

Rounding off

The company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the financial report and directors' report have been rounded off to the nearest thousand dollars, unless otherwise stated.

Dated at Melbourne this 12th day of March 2003.

Signed in accordance with a resolution of the directors.

Andrew Hansen Director

+ See chapter 19 for defined terms.

$\mathbf{1}$ Statement of significant accounting policies

Basis of preparation of half-year financial report

The half year consolidated financial report is a general purpose financial report which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standard AASB 1029 Interim Financial Reporting, the recognition and measurement requirements of applicable AASB standards other authoritative pronouncements of the Australian Accounting Standards Board and Urgent Issues Group consensus views. The half year financial report is to be read in conjunction with the 30 June 2002 Annual Financial Report and any public announcements by Hansen Technologies Limited and its controlled entities during the half-year in accordance with the continuous disclosure obligations arising under the Corporations Act 2001.

It has been prepared on the basis of historical costs and except where stated, does not take into account changing money values or current valuations of non current assets. These accounting policies have been consistently applied by each entity in the economic entity and are consistent with those applied in the 30 June 2002 Annual Financial Report. The half year report does not include full note disclosures of the type normally included in an annual financial report.

Consolidated
31 December
2002
\$'000
31 December
2001
\$'000
Taxation
Income tax expense
Prima facie income tax (benefit) / expense
calculated at $30\%$ (2001: $30\%$ ) on the (loss)/profit
from ordinary activities
(723) (208)
Increase in income tax expense due to:
Amortisation of goodwill 168 607
Tax losses not carried forward as future
income tax benefit
604 225
Effect of higher rates of tax on overseas
income
40 215
Non deductible expenses 119
Sundry items 21 8
Decrease in income tax expense due to:
Research and development allowance (117) (128)
112 719
Income tax under provided in prior year 15.
Income tax expense attributable to (loss)/profit
from ordinary activities
112 734

$+$ See chapter 19 for defined terms.

$\overline{\mathbf{3}}$ Dividends

Dividends proposed or paid by the company are:

share Cents per Total amount
\$'000
Date of
payment
Tax rate for
franking credit
Percentage
franked
12 month
period ended
30 June 2002
Interim
Final
1.0
nil
nil
910
910 15 May 2002 30% (Class C) 100%
6 month
period ended
31 December
2002
Interim
nil nil
Consolidated
31 December
2002
\$'000
31 December
2001
\$'000
4
Total equity reconciliation
Total equity at the beginning of the period 30,966 79,685
- Total changes in parent entity interest in equity
recognised in statement of financial
performance
(2,523) (1,428)
- Additional equity issued during the
period
333
- Changes in reserves 2
Total equity at end of the period 28,778 78.257

$+$ See chapter 19 for defined terms.

Acquisition / disposal of controlled entities. $\overline{5}$

The following controlled entities were acquired or disposed of during the period:

2002

The economic entity did not gain or lose control over any entities during the period.

2001
Acquisitions
Name
Date
acquired
Consolidated
entity's
interest
Consideration
\$'000
Contribution to
consolidated net
\$'000
profit
Marotz Inc. 31/8/2001 100% 9.757 954

Disposals

The economic entity did not lose control over any entities during the period.

$\boldsymbol{6}$ Segment reporting

Business segments

Billing IT Outsourcing Other Eliminations Consolidated
\$'000
31 December 2002
Segment Revenue 15,750 13,691 1,085 30,526
Other Unallocated
Revenue
762
Total Revenue 15,750 13,691 1,085 31,288
Segment Result 3,645 1,748 (795) 4,598
Unallocated Revenues
and Expenses
(7,009)
Loss from Ordinary
activities before related
Income Tax
(2,411)

+ See chapter 19 for defined terms.

6 Segment reporting (continued)

Business segments (continued)

Billing IT Outsourcing Other Eliminations Consolidated
\$'000
31 December 2001
Segment Revenue 17,069 3,142 2,494 22,705
Other Unallocated
Revenue
492
Total Revenue 17,069 3,142 2,494 23,197
Segment Result 5,545 1,495 131 7,171
Unallocated Revenues
and Expenses
(7, 865)
Loss from Ordinary
activities before related
Income Tax
(694)

$\overline{\tau}$ Contingent liabilities and contingent assets

The acquisition of Marotz Inc. has created a contingent liability relating to deferred $(i)$ consideration payable to the vendors. Consideration is based on a multiple of annual profit before interest, income tax, depreciation and amortisation (EBITDA) for the vears ending 31 August 2002 and 31 August 2003, 50% of the consideration in any one year is payable in cash with the remaining 50% being payable one year later in cash or Hansen shares at the discretion of the vendors. The total consideration is capped at \$US 13.5 million, of which \$US 2.123 million has been paid and \$A 2.159 million has been brought to account as a liability at 31 December 2002. The contingent liability represents that part of the purchase consideration in excess of \$A 2.159 million that may be payable up to the purchase cap of \$US 13.5 million if Marotz Inc.'s level of EBITDA exceeds that currently forecast by management.

$+$ See chapter 19 for defined terms.

$7.$ Contingent liabilities and contingent assets (continued)

  • Subsequent to the end of the June 2002 financial year, the vendor of the SVi Group of $(ii)$ Companies, acquired during that year, lodged a Statement of Claim against the Company seeking payment for amounts relating to the SVi Group share sale and an employment agreement. The claim is for an amount of \$US 1,000,000 and unspecified damages. The Company has counter claimed for \$US 860,265 and unspecified damages arising from the acquisition of the SVi Group. The Directors have obtained preliminary advice in respect to the merits of each action, which in the Directors' view supports the company's current position that no provision for the claim should be recorded in the financial statements as at 31 December 2002. The company intends to both defend the claim and pursue its counter claim vigorously.
  • $(iii)$ In the normal course of business, the consolidated entity is occasionally named as a defendant in various lawsuits. Subsequent to the June 2002 year end, there was a lawsuit filed against a subsidiary within the consolidated entity by a former employee for alleged breach of contract and wrongful termination. The Directors are of the opinion that the outcome of this lawsuit will not materially affect the operations or the financial position of the consolidated entity.

8. Going Concern

The consolidated entity has incurred an operating loss after income tax of \$2,523,000 for the six month period ended 31 December 2002 and a net cash outflow of \$4,165,000 for the period, of which \$3,850,000 related to investing activities.

The consolidated entity's recent operating losses and investment strategies, including the acquisition of the Syntegra business, have reduced the available working capital.

The Directors have decided to support the working capital needs of the consolidated entity by proceeding with a rights issue to shareholders and has undertakings from two of its major shareholders that they will subscribe for their entitlement of approximately \$3 million. Additionally, the consolidated entity has continued to monitor and restructure its activities in order to re-establish profitable operations.

Given the current rights issue and restructure initiatives, these financial statements have been prepared on a going concern basis.

$+$ See chapter 19 for defined terms.

$\ddot{\mathbf{Q}}$ Fundamental error relating to the 31 December 2001 half-year financial report

As was announced to the ASX on 4 September 2002 and subsequently clarified in the 30 June 2002 Appendix 4B and 30 June 2002 Annual Financial Report, the estimated revenues and expenses of Hansen North America during the 6 month period to 31 December 2001 as previously reported were incorrect.

In accordance with note 10 on page 21, comparative figures have been presented in accordance with AASB 1018 or AASB 1029 Interim Financial Reporting as appropriate and are the unadjusted figures from the 31 December 2001 half year report.

The overstatement of the results of the Group for the six months to 31 December 2001 and the impact of the Group's financial position as at 31 December 2001 caused by this previously advised inaccuracy was:

As reported
(Six months)
to 31 Dec
2001)
\$'000
Financial
effects
\$'000
Proforma
Restated
(Six months)
to 31 Dec
2001)
\$'000
23,197 (618) 22,579
(23, 816) (266) (24,082)
(75) (75)
(694) (884) (1,578)
(734) 392. (342)
(1, 428) (492) (1,920)
(1, 428) (492) (1,920)
(1,428) (492) (1,920)

$+$ See chapter 19 for defined terms.

$\ddot{\theta}$ Fundamental error relating to the 31 December 2001 half-year financial report (continued)

31 December
2001
S'000
Restatement of retained profits
Retained profits / (accumulated losses) at beginning of period - as
previously reported
563
Restated net profit / (loss) for the period attributable to members (1,920)
Restated retained profits / (accumulated losses) at end of financial
period
(1, 357)
Restatement of intangibles (net)
Balance at end of financial period $-$ as previously reported 81,553
Correction of fundamental error (3,961)
Restated balance at end of financial period 77,592
Restatement of payables
Balance at end of financial period - as previously reported 12,249
Correction of fundamental error - payables 435
Correction of fundamental error - provision for deferred consideration (3,303)
Correction of fundamental error - provision for employee bonus (725)
Restated balance at end of financial period 8,656
Restatement of deferred tax
Balance at end of financial period $-$ as previously reported 641
Correction of fundamental error (124)
Restated balance at end of financial period 517

+ See chapter 19 for defined terms.

Hansen Technologies Limited

Directors' declaration

In the opinion of the directors of Hansen Technologies Limited:

    1. the financial statements and notes in the form of Appendix 4B of the Australian Stock Exchange Listing Rules set out on pages 1 to 31, are in accordance with the Corporations Act 2001, including:
  • (a) giving a true and fair view of the financial position of the consolidated entity as at 31 December 2002 and of its performance, as represented by the results of its operations and cash flows for the half year ended on that date; and
  • (b) complying with Accounting Standard AASB 1029 "Interim Financial Reporting" and the Corporations Regulations 2001; and
    1. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Dated at Melbourne this 12th day of March 2003.

Signed in accordance with a resolution of the directors:

Andrew Hansen Director

$+$ See chapter 19 for defined terms.

Independent review report to the members of Hansen Technologies Limited

Scope

We have reviewed the financial report of Hansen Technologies Limited for the half-year ended 31 December 2002 in the form of Appendix 4B of the Australian Stock Exchange Listing Rules, consisting of the statement of financial performance, statement of financial position, statement of cash flows, accompanying notes and the directors' declaration set out on pages 1 to 32, but excluding the following sections:

  • material factors affecting the revenues and the expenses of the economic entity for $(a)$ the current period (page $17$ ):
  • $(b)$ compliance statement (page 19);
  • $(c)$ ratios (page 10); and
  • NTA backing (page11). $(d)$

The financial report includes the consolidated financial statements of the consolidated entity. comprising the Company and the entities it controlled at the end of the half-year or from time to time during the half-year. The Company's directors are responsible for the financial report.

We have performed an independent review of the financial report in order to state whether, on the basis of procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with Accounting Standard AASB 1029 "Interim Financial Reporting" and other mandatory professional reporting requirements and statutory requirements so as to present a view which is consistent with our understanding of the consolidated entity's financial position and performance as represented by the results of its operations and its cash flows and in order for the Company to lodge the financial report with the Australian Securities and Investments Commission.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. The review is limited primarily to inquiries of company personnel and analytical procedures applied to the financial data. Our review has not involved a study and evaluation of internal accounting controls, tests of accounting records or tests of responses to inquiries by obtaining corroborative evidence from inspection, observation or confirmation. The procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

$+$ See chapter 19 for defined terms.

Independent review report to the members of Hansen Technologies Limited (continued)

Statement

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 Hansen Technologies Limited is not in accordance with:

  • a) the Corporations Act 2001, including:
  • i. giving a true and fair view of the consolidated entity's financial position as at 31 December 2002 and of its performance for the half-year ended on that date; and
  • ii. complying with Accounting Standard AASB 1029 "Interim Financial Reporting" and the Corporations Regulations 2001; and
  • other mandatory professional reporting requirements in Australia. $\mathbf{b}$

$k\rho$ mq

KPMG

ta feyer

Ralph M Ferguson Partner

Melbourne 12 March 2003.

+ See chapter 19 for defined terms.