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HANSEN TECHNOLOGIES LIMITED — Interim / Quarterly Report 2018
Feb 22, 2018
65073_rns_2018-02-22_2ddaac4c-add4-497b-bead-43ab4bb37317.pdf
Interim / Quarterly Report
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HANSEN TECHNOLOGIES LTD ABN 90 090 996 455 AND CONTROLLED ENTITIES
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HALF-YEAR INFORMATION FOR THE SIX MONTHS ENDED 31 DECEMBER 2017 PROVIDED TO THE ASX UNDER LISTING RULE 4.2A.3
This half-year financial report is to be read in conjunction with the financial report for the year ended 30 June 2017.
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Rule 4.2A.3
Appendix 4D Half Year Report for the six months to 31 December 2017
Hansen Technologies Ltd and its Controlled Entities
ABN: 90 090 996 455
1. Reporting period
Report for the half year ended: 31 December 2017 Previous corresponding periods: Financial year ended 30 June 2017 Half-year ended 31 December 2016
2. Results for announcement to the market
| $A’000 | $A’000 | |
|---|---|---|
| Revenues from ordinary activities Profit from ordinary activities after tax attributable to members Net profit after tax attributable to members |
Up 36.3% to 118,430 Up Up 33.4% 33.4% to to 17,986 17,986 |
|
| Amount per security |
Franked amount per security |
|
| Interim Dividend Declared | ||
| Interim dividend for the 2018 fiscal year | 3.0¢ | 3.0¢ |
| Interim dividend for previous corresponding period | 3.0¢ | 3.0¢ |
| Record date for determining entitlements to the dividend |
8 March 2018 | |
| Previous Final Dividend Paid | ||
| Final dividend for the year ended 30 June 2017 | 3.0¢ | 3.0¢ |
| Final dividend for previous corresponding period1 | 4.0¢ | 4.0¢ |
1The final dividend paid of 4 cents per share, franked to 4 cents, comprised of a regular dividend of 3 cents per share, together with a special dividend of 1 cent per share.
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The Group operating result for the half year to 31 December 2017 was:
-
Operating revenue of $118.4 million
-
EBITDA[1] of $33.8million
-
Net Profit after tax of $18.0 million
-
Earnings per share of 9.2 cents, up 1.7 cents per share or 22.7% from the 7.5 cents per share in the previous corresponding period
The Directors of Hansen have declared a consistent 3 cents per share interim dividend with:
-
3.0 cents per share fully franked
-
a record date of 8 March 2018
-
payment on 29 March 2018
-
the conduit foreign income component of this interim dividend is Nil
-
the application price for shares issued in accordance with the Company’s Dividend Reinvestment Plan will be the full undiscounted value
NOTE: Shareholders wishing to participate in the Dividend Reinvestment Plan need to have lodged the required DRP Notice with the Company’s Share Registry by no later than 5.00pm on the business day immediately following the record date. Accordingly the last date for DRP election in respect to this interim dividend is 9 March 2018.
Results from Operations for the half-year ended 31 December
| Half-year to Dec 2017 $A million |
Half-year to Dec 2016 $A million |
Variance | |
|---|---|---|---|
| Operatingrevenue | 118.4 | 86.9 | up36.3% |
| EBITDA1 | 33.8 | 23.9 | up 41.4% |
| Profit before tax | 23.4 | 18.0 | up30.0% |
| Income tax expense | (5.4) | (4.5) | up20.0% |
| Netprofit after tax | 18.0 | 13.5 | up33.4% |
| Basic earnings per share |
9.2 cents | 7.5 cents | up 22.7% |
The first half of 2018 has benefited from the Company’s continuing acquisition strategy with the Enoro Holding AS and its controlled entities (Enoro) acquisition making a first time contribution to the Group’s results. Enoro, acquired on 1 July 2017, have made a valuable contribution to the results.
This acquisition has delivered to expectations and the business integration process is continuing.
1 EBITDA is a non-IFRS measure that has not been audited but has been extracted from Hansen Technologies Ltd’s half year financial statements. EBITDA refers to Earnings before interest and excludes net foreign exchange gains/(losses), tax, depreciation and amortisation.
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3. Net tangible assets per security
| Net tangible asset backing per ordinary security1 | Current period 31 Dec 2017 |
Previous corresponding period 31 Dec2016 |
|---|---|---|
| (5.6 cents) | 11.0 cents |
1The negative net tangible asset backing is a result of the increase in intangible assets of $112.8 million and borrowings of $41.3 million relating to the acquisition of Enoro Holding AS and its controlled entities.
4. Details of entities over which control has been gained during the period
Hansen Technologies Ltd gained control of Enoro Holding AS and its controlled entities on 1 July 2017. Further details of the acquisition are disclosed in the attached half year condensed financial report.
5. Dividends
| Three cent interim dividend - year ended 30 June 2017 Three cent final dividend - year ended 30 June 2017 |
Date of payment | Total amount of dividend |
|---|---|---|
| 31 March 2017 | $5,450,243 | |
| 30 September 2017 | $5,873,908 |
Amount per security
| mount per security | |||
|---|---|---|---|
| Amount per security |
Franked amount per security at 30% tax |
Amount per security of foreign sourced dividend |
|
| Total dividend: Current year (interim) Previous year (final) Previous year (interim) |
3.0¢ | 100% | 0¢ |
| 3.0¢ | 100% | 0¢ | |
| 3.0¢ | 100% | 0¢ |
Total dividend on all securities paid during the half-year
| Ordinary securities Total |
December 2017 $A'000 |
December 2016 $A'000 |
|---|---|---|
| 5,874 | 7,252 | |
| 5,874 | 7,252 |
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6. Details of dividend or distribution reinvestment plans in operation are described below:
A Dividend Reinvestment Plan has been established to provide shareholders with the opportunity to reinvest dividends in new shares rather than receiving cash. Detail of Hansen’s Dividend Reinvestment Plan including the share pricing methodology is available on line at: https://www.hsntech.com/investors/shareholder-information/
The price for shares to be applied for in accordance with the DRP for this dividend shall be the full undiscounted value as prescribed by the plan.
The conduit foreign income component of this final dividend is nil.
The last date(s) for receipt of election notices for participation in the dividend or distribution 9 March 2018 reinvestment plan
7. The financial information provided in the Appendix 4D is based on the half year condensed financial report (attached).
8. Independent review of the financial report
The financial report has been independently reviewed. The financial report is not subject to a modified independent auditors’ review statement.
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Hansen Technologies Ltd and Controlled Entities ABN 90 090 996 455
Financial Report for the Half-Year Ended 31 December 2017
This half-year financial report is to be read in conjunction with the financial report for the year ended 30 June 2017.
Hansen Technologies Ltd and Controlled Entities Financial Report for the Half-Year Ended 31 December 2017
| Contents Page Number |
|---|
| Directors’ Report ............................................................................................................................................. 3 |
| Auditor's Independence Declaration ............................................................................................................... 5 |
| Condensed Consolidated Statement of Comprehensive Income .................................................................... 6 |
| Condensed Consolidated Statement of Financial Position .............................................................................. 7 |
| Condensed Consolidated Statement of Changes in Equity ............................................................................. 8 |
| Condensed Consolidated Statement of Cash Flows ....................................................................................... 9 |
| Notes to the Half-Year Financial Statements ................................................................................................ 10 |
| Directors' Declaration .................................................................................................................................... 17 |
| Independent Auditor's Review Report ........................................................................................................... 18 |
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Hansen Technologies
Directors’ Report
The Directors present their report together with the condensed financial report of the consolidated entity consisting of Hansen Technologies Ltd and its controlled entities for the half-year ended 31 December 2017 and independent review report thereon. This financial report has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001 .
Directors Names
The names of the Directors in office at any time during the whole of the half-year and up to the date of this report are:
Mr David Trude Mr Andrew Hansen Mr Bruce Adams Ms Sarah Morgan Mr David Osborne Ms Jennifer Douglas
Review of Operations
The consolidated profit of the Group for the half-year after providing for income tax amounted to $18.0 million representing a 33.4% increase on the $13.5 million in the previous corresponding period.
The group operating result for the half year to 31 December 2017 comprised:
-
Operating revenue of $118.4 million, a 36.3% increase over the previous corresponding period; and
-
EBITDA[1] of $33.8 million, up 41.4% on the previous corresponding period.
The Directors of Hansen have declared a consistent 3 cents per share interim dividend, fully franked.
We are pleased to be reporting another strong period of performance for the company, with the first half results ahead of the previous corresponding period.
The first half of 2018 has benefited from the Company’s continuing acquisition strategy with Enoro Holding AS and its controlled entities (Enoro) acquisition making a first time contribution to the Group’s results. Since the acquisition date of 1 July 2017, Enoro has contributed total revenue of $30.2 million and a profit after tax of $2.5 million, which is included within the consolidated results.
This acquisition has delivered to expectations and the business integration process is continuing.
Significant Changes in the State of Affairs
There have been no significant changes in the company's state of affairs during the half-year.
Auditor's Independence Declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 in relation to the review for the half-year is provided with this report.
1 EBITDA is a non-IFRS measure that has not been audited but has been extracted from Hansen Technologies Ltd’s half year financial statements. EBITDA refers to Earnings before interest and excludes net foreign exchange gains/(losses), tax, depreciation and amortisation.
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Hansen Technologies
Directors’ Report
Rounding of Amounts to Nearest Thousand Dollars
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 , the amounts in the directors’ report and in the financial report have been rounded to the nearest one thousand dollars, or in certain cases, to the nearest dollar (where indicated).
Signed in accordance with a resolution of the Directors:
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David Trude Director
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Andrew Hansen Director
Dated: 23 February 2018
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Hansen Technologies
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the financial report of Hansen Technologies Ltd and controlled entities for the half year ended 31 December 2017, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
-
(i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(ii) any applicable code of professional conduct in relation to the review.
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RSM AUSTRALIA PARTNERS
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J S CROALL Partner
Dated: 23 February 2018 Melbourne, Victoria
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5
Condensed Consolidated Statement of Comprehensive Income For the Half-Year Ended 31 December 2017
| Consolidated Entity | Consolidated Entity | ||
|---|---|---|---|
| Dec-17 | Dec-16 |
||
| Note | $'000 | $'000 |
|
| Continuing Operations | |||
| Revenue from continuing operations | 118,430 | 86,901 |
|
| Interest income | 216 | 74 |
|
| Other income | 743 | 158 |
|
| Net foreign currency gains/(losses) | 553 | (134) |
|
| Total revenue and other income | 119,942 | 86,999 |
|
| Less: Expenses | |||
| Employee benefit expenses | (60,314) | (42,674) |
|
| Amortisation expense | (8,250) | (4,427) |
|
| Depreciation expense | (1,861) | (1,400) |
|
| Property and operating rental expenses | (4,870) | (3,552) |
|
| Contractor and consultant expenses | (4,155) | (4,430) |
|
| Software licence expenses | (1,145) | (2,639) |
|
| Hardware and software expenses | (4,648) | (3,328) |
|
| Travel expenses | (2,852) | (2,194) |
|
| Communication expenses | (1,696) | (1,425) |
|
| Professional expenses | (1,093) | (1,123) |
|
| Finance Cost | (1,094) | - |
|
| Otherexpenses | (4,583) | (1,773) | |
| Total expenses | (96,561) | (68,965) |
|
| Profit before income tax expense | 23,381 | 18,034 |
|
| Income taxexpense | (5,395) | (4,548) | |
| Net profit after income tax from continuing operations | 17,986 | 13,486 |
|
| Other comprehensive income | |||
| Items that may be reclassified subsequently to profit and loss | |||
| Exchange differences ontranslationof foreignoperations | (3,183) | 1,573 | |
| Other comprehensive income for the half-year | (3,183) | 1,573 |
|
| Total comprehensive income attributable to members of the parent | 14,803 | 15,059 | |
| Earnings per share for profit from continuing operations attributable to equity holders | |||
| of the parent entity: | |||
| Basic earnings (cents) per share | 9.2 | 7.5 |
|
| Diluted earnings (cents) per share | 9.2 | 7.3 |
The accompanying notes form part of these condensed consolidated financial statements.
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Hansen Technologies
Condensed Consolidated Statement of Financial Position As at 31 December 2017
| Consolidated Entity | Consolidated Entity | ||
|---|---|---|---|
| Dec-17 | Jun-17 |
||
| Note | $'000 | $'000 |
|
| Current assets | |||
| Cash and cash equivalents | 24,346 | 15,013 |
|
| Receivables | 43,215 | 37,685 |
|
| Othercurrent assets | 12,110 | 7,643 | |
| Total current assets | 79,671 | 60,341 |
|
| Non-current assets | |||
| Plant, equipment & leasehold improvements | 3 | 10,998 | 8,912 |
| Intangible assets | 4 | 234,460 | 125,479 |
| Deferred taxassets | 4,372 | 4,821 |
|
| Total non-current assets | 249,830 | 139,212 |
|
| Total assets | 329,501 | 199,553 |
|
| Current liabilities | |||
| Payables | 18,795 | 9,653 |
|
| Borrowings | 5 | 106 | 101 |
| Current tax payable | 3,766 | 1,051 |
|
| Provisions | 12,761 | 10,122 |
|
| Unearnedincome | 24,062 | 19,435 |
|
| Total current liabilities | 59,490 | 40,362 |
|
| Non-current liabilities | |||
| Deferred tax liabilities | 16,541 | 6,707 |
|
| Borrowings | 5 | 41,447 | 190 |
| Provisions | 650 | 678 | |
| Total non-current liabilities | 58,638 | 7,575 |
|
| Total liabilities | 118,128 | 47,937 |
|
| Net assets | 211,373 | 151,616 |
|
| Equity | |||
| Share capital | 135,613 | 85,350 |
|
| Foreign currency translation reserve | 5,013 | 8,196 |
|
| Share-based payment reserve | 2,537 | 1,972 |
|
| Retained earnings | 68,210 | 56,098 | |
| Total equity | 211,373 | 151,616 |
The accompanying notes form part of these condensed consolidated financial statements.
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Hansen Technologies
Condensed Consolidated Statement of Changes in Equity For the Half-Year Ended 31 December 2017
| Consolidated Entity | Consolidated Entity | ||||
|---|---|---|---|---|---|
| Contributed | Retained | Total | |||
| Equity | Reserves | Earnings | Equity | ||
| Consolidated | Notes | $'000 | $'000 | $'000 | $'000 |
| Balance as at 1 July 2017 | 85,350 | 10,168 | 56,098 | 151,616 | |
| Profit for the half-year | - | - | 17,986 | 17,986 | |
| Exchange differences on translation of foreign operations | - | (3,183) | - | (3,183) | |
| Total comprehensive income for the half-year | - | (3,183) | 17,986 | 14,803 | |
| Transactions with owners in their capacity as owners: | |||||
| Options exercised | - | - | - | - | |
| Employee share options | 336 | 565 | - | 901 | |
| Shares issuance, net of transaction costs | 49,228 | - | - | 49,228 | |
| Equity issued under dividend reinvestment plan | 699 | - | - | 699 | |
| Dividends paid | 2 | - | - | (5,874) | (5,874) |
| Total transactions with owners in their capacity as owners | 50,263 | 565 | (5,874) | 44,954 | |
| Balance as at 31 December 2017 | 135,613 | 7,550 | 68,210 | 211,373 | |
| Consolidated Entity | |||||
| Contributed | Retained | Total | |||
| Equity | Reserves | Earnings | Equity | ||
| Consolidated | $'000 | $'000 | $'000 | $'000 | |
| Balance as at 1 July 2016 | 78,650 | 11,418 | 44,912 | 134,980 | |
| Profit for the half-year | - | - | 13,486 | 13,486 | |
| Exchange differences on translation of foreign operations | - | 1,573 | - | 1,573 | |
| Total comprehensive income for the half-year | - | 1,573 | 13,486 | 15,059 | |
| Transactions with owners in their capacity as owners: | |||||
| Options exercised | 1,745 | - | - | 1,745 | |
| Employee share options | - | 280 | - | 280 | |
| Equity issued under dividend reinvestment plan | 727 | - | - | 727 | |
| Shares issued on contingent liability settlement | 3,410 | - | - | 3,410 | |
| Dividends paid | 2 | - | - | (7,252) | (7,252) |
| Total transactions with owners in their capacity as owners | 5,882 | 280 | (7,252) | (1,090) | |
| Balance as at 31 December 2016 | 84,532 | 13,271 | 51,146 | 148,949 |
The accompanying notes form part of these condensed consolidated financial statements.
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Hansen Technologies
Condensed Consolidated Statement of Cash Flows
For the Half-Year Ended 31 December 2017
| Consolidated Entity | Consolidated Entity | ||
|---|---|---|---|
| Dec-17 | Dec-16 |
||
| Note | $'000 | $'000 |
|
| Cash flows from operating activities | |||
| Receipts from customers | 129,693 | 93,858 |
|
| Payments to suppliers and employees | (97,892) | (67,269) |
|
| Interest received | 216 | 74 |
|
| Finance costs | (1,094) | - |
|
| Transaction costs relating to acquisition of subsidiary | 8 | (678) | (228) |
| Income tax paid | (3,395) | (6,386) |
|
| Net cashprovided by operating activities | 26,850 | 20,049 | |
| Cash flows from investing activities | |||
| Payment for plant and equipment | 3 | (1,462) | (2,530) |
| Payments for business acquisitions, net of cash acquired | 8 | (64,992) | (20,678) |
| Payments for acquisition of customer contract | - | (2,165) |
|
| Paymentforcapitalised development costs | 4 | (4,858) | (3,851) |
| Net cash used in investing activities | (71,312) | (29,224) |
|
| Cash flows from financing activities | |||
| Proceeds from options exercised | 336 | 1,745 |
|
| Proceeds of issues of shares | 49,228 | - |
|
| Dividends paid net of dividend re-investment | (5,175) | (6,523) |
|
| Proceeds from borrowings | 46,362 | 4,000 |
|
| Repayment ofborrowings | (34,768) | (2,000) | |
| Net cash used in financing activities | 55,983 | (2,778) |
|
| Net (decrease)/increase in cash and cash equivalents | 11,521 | (11,953) |
|
| Cash and cash equivalents at beginning of half-year | 15,013 | 30,203 |
|
| Effects ofexchangerate changes oncashand cashequivalents | (2,188) | (482) | |
| Cashand cashequivalents at end ofthehalf-year | 24,346 | 17,768 |
The accompanying notes form part of these condensed consolidated financial statements.
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Hansen Technologies
Notes to the Half-Year Financial Statements
31 December 2017
1. Basis of Preparation of the Half-Year Financial Report
This condensed consolidated half-year financial report does not include all the notes of the type usually included in an annual financial report.
It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2017 and any public announcements made by Hansen Technologies Ltd during the half-year in accordance with any continuous disclosure obligations arising under the Corporations Act 2001 .
Hansen Technologies Ltd is a for-profit entity for the purpose of preparing the financial statements.
The half-year financial report was authorised for issue by the Directors as at the date of the Directors' report.
(a) Basis of preparation
This condensed consolidated half-year financial report has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 . Compliance with AASB 134, as appropriate for for-profit entities, ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting .
The half-year financial report has been prepared under the historical cost convention, as modified by revaluations to fair value for certain classes of assets as described in the accounting policies.
The accounting policies applied in this half-year financial report are consistent with those of the annual financial report for the year ended 30 June 2017 and the corresponding half-year.
(b) Rounding amounts
In accordance with ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191 , the amounts in the directors’ report and in the financial report have been rounded to the nearest one thousand dollars, or in certain cases, to the nearest dollar (where indicated).
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Hansen Technologies
2. Dividends
| 2. Dividends |
||
|---|---|---|
| Half-year to Dec 2017 2016 $'000 $'000 |
||
| Dividends paid during the half-year: - 3 cent final dividend paid 28 September 2017 - 4centfinaldividend paid 30 September 20161 |
5,874 7,252 |
|
| 5,874 7,252 |
||
| Dividends declared after the half year and not recognised: - 3 cent interim dividend (3 cents fully franked) -3 centinterimdividend (3 centsfullyfranked) |
5,888 5,450 |
1The final dividend paid of 4 cents per share, franked to 4 cents, comprised of a regular dividend of 3 cents per share, together with a special dividend of 1 cent per share.
3. Plant, equipment and leasehold improvements
| 3. Plant, equipment and leasehold improvements |
||
|---|---|---|
| Dec-17 | Jun-17 | |
| $'000 | $'000 | |
| Plant, equipment and leasehold improvements at cost | 42,255 | 38,042 |
| Accumulated depreciation | (31,257) | (29,130) |
| 10,998 | 8,912 | |
| Reconciliation | ||
| Carrying amount at the beginning of the period | 8,912 | |
| Additions | 1,462 | |
| Acquisitions | 2,535 | |
| Disposals | (5) | |
| Depreciation expense | (1,861) | |
| Net foreign currency movements arising from foreign operations | (45) | |
| Carrying amount at the end of the period | 10,998 |
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Hansen Technologies
4. Intangible assets
The intangible assets held by the group increased primarily as a result of the acquisition of Enoro Holding AS and its controlled entities (Enoro). See note 8 for further information.
| Goodwill $'000 |
Technology, trademarks and customer contracts at cost Software development at cost Total |
|---|---|
| $'000 $'000 $'000 |
|
| At 30 June 2017 Cost 89,058 Accumulated amortisation and impairment (1,562) |
|
| 38,729 42,568 170,355 |
|
| (16,391) (26,923) (44,876) |
|
| Net book amount 87,496 |
22,338 15,645 125,479 |
| Opening net book amount 87,496 Additions - Increase due to acquisition 57,270 Net foreign currency movements arising from foreign operations (946) Amortisation charge - |
22,338 15,645 125,479 |
| - 4,858 4,858 |
|
| 55,571 - 112,841 |
|
| 574 (96) (468) |
|
| (5,890) (2,360) (8,250) |
|
| Closing net book amount 143,820 |
72,593 18,047 234,460 |
| At 31 December 2017 Cost 145,382 Accumulated amortisationandimpairment (1,562) |
|
| 94,874 47,330 287,586 |
|
| (22,281) (29,283) (53,126) |
|
| Net bookamount 143,820 |
72,593 18,047 234,460 |
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Hansen Technologies
5. Borrowings
The Company has a secured A$105 million multicurrency facility with the external bankers to provide additional funding as required for acquisitions and general corporate purposes. This facility expires on 29 June 2019 and will then be subject to annual review and negotiation with its external bankers.
The facility is secured by 85% of Group assets. As at 31 December 2017 the remaining unutilised portion of the facility is A$64 Million.
| Dec-17 $'000 |
Jun-17 |
|---|---|
| $'000 | |
| Current Secured Term facility - Lease liability 106 |
|
| - | |
| 101 | |
| 106 | 101 |
| Non-current Secured Term facility 41,305 Lease liability 142 |
|
| - | |
| 190 | |
| 41,447 | 190 |
6. Segment Information
(a) Description of segments
Inter-segment pricing is determined on an arm's length basis. Segment revenue and results derive from items directly attributable to a segment or those that can be allocated on a reasonable basis.
Business Segments
The consolidated entity has 3 distinct reportable segments as described below:
Billing: Represents the sale of billing applications and the provision of consulting services in regard to billing systems.
Outsourcing: Represents the provision of various IT outsourced services covering facilities management, systems and operations support, network services and business continuity support.
Other: Represents software and service provision in superannuation administration.
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Hansen Technologies
(b) Segment information
| (b) Segment information |
||||
|---|---|---|---|---|
| Half-year to Dec | 2017 | |||
| Billing | Outsourcing |
Other | Total |
|
| Half-year 2017 | $'000 | $'000 | $'000 | $'000 |
| Segment revenue | ||||
| Total segment revenue | 115,792 | 2,638 |
- | 118,430 |
| Segmentrevenuefromexternalsource | 115,792 | 2,638 |
- | 118,430 |
| Segment result | ||||
| Total segment result | 24,916 | 787 |
- | 25,703 |
| Segment result from external source | 24,916 | 787 |
- | 25,703 |
| Half-year to Dec | 2016 | |||
| Billing | Outsourcing |
Other | Total |
|
| Half-year 2016 | $'000 | $'000 |
$'000 | $'000 |
| Segment revenue | ||||
| Totalsegmentrevenue | 83,853 | 2,974 | 74 | 86,901 |
| Segment revenue from external source | 83,853 | 2,974 |
74 | 86,901 |
| Segment result | ||||
| Totalsegmentresult | 17,187 | 1,371 |
65 | 18,623 |
| Segmentresultfromexternalsource | 17,187 | 1,371 |
65 | 18,623 |
| Half-year to Dec | Half-year to Dec | |
|---|---|---|
| 2017 | 2016 | |
| (i) Reconciliation of segment results to the consolidated result | $'000 | $'000 |
| Segment result from external source | 25,703 | 18,623 |
| Interest | (878) | 74 |
| Depreciation & amortisation | (118) | (182) |
| Other | (1,326) | (481) |
| Total profit before income tax | 23,381 | 18,034 |
| 7. Contributed capital |
||
| Dec-17 | Jun-17 | |
| No. | No. | |
| Number of ordinary shares on issue | 196,054,982 | 181,960,344 |
| Movement in ordinary shares on issue | ||
| Beginning of the half-year | 181,960,344 | |
| Dividend re-investment plan | 218,034 | |
| Shares issuance | 13,606,604 | |
| Options exercised | 270,000 | |
| End of the half-year | 196,054,982 |
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Hansen Technologies
8. Business Combinations
(1) Acquisition of Enoro Holding AS
The Company’s subsidiary, Hansen Holdings Europe Ltd, acquired 100% of the share capital of Enoro Holding AS and its controlled entities (Enoro) with effect from 1 July 2017. Enoro Holding AS is the Nordic market-leading provider of Customer Information Systems and Meter Data Management systems for the energy sector. The acquisition further expands the Company’s energy footprint into a number of European countries including Norway, Sweden, Finland, Germany, Netherlands, Switzerland and Austria and positions the company to support further deregulation of the energy markets across Eastern Europe.
Details of the purchase consideration:
| $’000 | |
|---|---|
| Cashpaid | 70,246 |
| Totalpurchase consideration | 70,246 |
Assets and liabilities acquired as a result of the business combination were:
| Fair value | |
|---|---|
| $’000 | |
| Assets acquired: Receivables Plant and equipment |
|
| 10,215 | |
| 2,535 | |
| Total assets acquired | 12,750 |
| Liabilities acquired: Payables Accruals Borrowings Provisions Deferred income Deferred tax liability Current tax liability |
|
| 1,572 | |
| 2,740 | |
| 29,703 | |
| 7,731 | |
| 7,855 | |
| 1,435 | |
| 505 | |
| Total liabilities acquired | 51,541 |
| Net identifiable liabilities acquired | (38,791) |
| Add: Technology Customer contracts Deferred tax liability Goodwill |
|
| 17,342 | |
| 38,229 | |
| (9,058) | |
| 57,270 | |
| Totalpurchase consideration, net of cash acquired | **64,992 ** |
Goodwill arose on the acquisition of Enoro Holding AS due to the combination of the consideration paid for the business and the net assets acquired, less values attributed to other intangibles in the form of customer contracts and technology. The value of goodwill represents the future benefit arising from the expected future earnings, synergies and personnel assumed via the acquisition. None of the goodwill is expected to be deductible for tax purposes.
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Hansen Technologies
8. Business Combinations (continued)
(a) Initial accounting
Both the net asset value and the allocation of the purchase price to acquired assets are still preliminary. The acquisition accounting will be finalised in the financial report for the year ending 30 June 2018, which is 12 months from the acquisition date.
(b) Transaction costs
Transaction costs of $677,663 were incurred in relation to the acquisition. These costs are included with “Other Expenses” in the condensed consolidated statement of comprehensive income.
(c) Contribution since acquisition
Since the acquisition date of 1 July 2017 which is the beginning of the reporting period, Enoro Holding AS has contributed total revenue of $30.2 million and a profit after tax of $2.5 million which is included within the consolidated results.
Purchase consideration – cash outflow:
| Purchase consideration – cash outflow: | |
|---|---|
| $'000 | |
| Outflow of cash to acquire subsidiary, net of cash acquired Cash consideration Less: Cash balance acquired |
|
| 70,246 | |
| (5,254) | |
| Net outflow of cash – investingactivities | 64,992 |
9. Subsequent Events
The Directors of Hansen Technologies Ltd have declared a 3 cents per share interim dividend, fully franked, payable to shareholders as of the record date of 8 March 2018, with payment to follow on 29 March 2018.
There were no other material events subsequent to the period ended 31 December 2017 that have significantly affected or may significantly affect the consolidated entity.
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Hansen Technologies
Directors' Declaration
Hansen Technologies Ltd
The Directors declare that the financial statements and notes set out on pages 6 to 16 are in accordance with the Corporations Act 2001 :
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(a) Comply with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 , and other mandatory professional reporting requirements; and
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(b) Give a true and fair view of the financial position of the consolidated entity as at 31 December 2017 and of its performance for the half-year ended on that date.
In the Directors’ opinion there are reasonable grounds to believe that Hansen Technologies Ltd will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the Directors.
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David Trude Director
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Andrew Hansen Director
Melbourne 23 February 2018
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INDEPENDENT AUDITOR’S REVIEW REPORT
TO THE MEMBERS OF
HANSEN TECHNOLOGIES LTD
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Hansen Technologies Ltd and controlled entities which comprises the condensed consolidated statement of financial position as at 31 December 2017, the condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Hansen Technologies Ltd and controlled entities, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
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Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Hansen Technologies Ltd and controlled entities, would be in the same terms if given to the directors as at the time of this auditor’s report.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Hansen Technologies Ltd and controlled entities is not in accordance with the Corporations Act 2001 including:
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(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of its performance for the half-year ended on that date; and
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(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001 .
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RSM AUSTRALIA PARTNERS
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J S CROALL Partner
Dated: 23 February 2018 Melbourne, Victoria
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