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HUB24 LIMITED — Interim / Quarterly Report 2021
Feb 22, 2021
65077_rns_2021-02-22_dae5f746-25ad-4736-9232-4cf5e4ba7189.pdf
Interim / Quarterly Report
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INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
'21
CONTENTS
| 2 | Appendix 4D – Half-Year ended 31 December 2020 |
13 | Consolidated statement of changes in equity |
|
|---|---|---|---|---|
| 3 | Financial highlights |
15 | Consolidated statement of cash flows |
|
| 4 | Directors' report |
16 | Notes to the financial statements |
|
| 9 | Auditor's independence declaration |
38 | Directors' declaration |
|
| 10 | Financial statements |
39 | Independent auditor's report |
|
| 11 | Consolidated statement of profit or loss and other comprehensive income |
41 | Corporate information |
|
| 12 | Consolidated statement of financial position |
APPENDIX 4D: HALF-YEAR ENDED 31 DECEMBER 2020
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| Half-year ended 31 December 2020 |
Half-year ended 31 December 2019 |
|||
|---|---|---|---|---|
| \$ | \$ | % change | ||
| Revenue from ordinary activities1,2 | 64,068,623 | 53,890,773 | Up | 18.9% |
| Net profit/(loss) after tax for the period attributable to equity holders |
6,115,179 | 6,032,469 | Up | 1.4% |
| Basic earnings per share (cents) | 9.56 | 9.64 | Down | 0.8% |
| Diluted earnings per share (cents) | 9.32 | 9.41 | Down | 1.1% |
1 Prior year comparatives have been reclassified for presentation purposes and consistency with the current period.
2 Revenue from ordinary activities includes a fair value gain on contingent consideration of \$1.6m (\$0.7m 1HFY20). Refer to the Consolidated Statement of Profit or Loss and Other comprehensive Income for further details.
DIVIDENDS
| Amount per security |
Franked amount per security |
|
|---|---|---|
| Interim dividend (per share) | 4.50c | Fully franked |
Subsequent to the half-year ended 31 December 2020 the directors have determined a fully franked interim dividend of 4.5 cents per share (31 December 2019: 3.5 cents unfranked per share). Dates for the dividend are as follows:
| Ex-date | 19 March 2021 |
|---|---|
| Record date | 22 March 2021 |
| Dividend payment date | 19 April 2021 |
EXPLANATION OF RESULTS
Refer to the attached Directors' Report and review of operations for further explanation.
| 31 December 2020 | 31 December 2019 | |
|---|---|---|
| Net tangible assets per fully paid ordinary share* | \$1.50 | \$0.52 |
*Net tangible assets (NTA) used for the calculation of NTA per fully paid ordinary share is inclusive of both right of use asset and lease liabilities.
ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD
HUB24 Limited has not gained nor lost control of any entity during the period. Subsequent to 31 December 2020 HUB24 Limited completed the share sale agreement with Easton Investments Limited for the sale of Paragem Pty Limited. Please refer to note 20 for more information.
AUDITOR REVIEW
The report is based on the consolidated half-year report that has been reviewed by the Group's auditors, Deloitte Touche Tohmatsu.
FINANCIAL HIGHLIGHTS 1HFY21
PLATFORM SEGMENT REVENUE
\$ 43.8m 25%
ON 1HFY20
PLATFORM SEGMENT UNDERLYING EBITDA
\$ 17.4m 26%
ON 1HFY20
GROUP UNDERLYING EBITDA
\$ 16.4m 41%
ON 1HFY20
GROUP UNDERLYING NPAT1
\$ 7.5m
39% ON 1HFY20
PLATFORM2 NETFLOWS \$ 3.1b £24% ON 1HFY20

PLATFORM2 FUA OF \$ 22.0b £39% ON 31 DECEMBER 2019
MARGIN (AS A PERCENTAGE OF FUA)
0.44% 75% 39.7% ¤0.05% ON 1HFY20 ¤0.03% ON 2HFY20
PLATFORM PLATFORM MARGINS (AS A PERCENTAGE OF REVENUE) 2
REVENUE GROSS PROFIT UNDERLYING EBITDA
£1% ON 1HFY20
£0.3% ON 1HFY20 £FROM 37.9% 2HFY20
-
Underlying NPAT includes the statutory tax value. If the tax value was normalised for the abnormal items the Underlying NPAT is \$7.0m 1HFY21, \$5.6m 1HFY20 is 25% growth.
-
Platform netflows, FUA and margin refers to the custodial portfolio.
DIRECTORS' REPORT
Your Directors present their interim report together with the financial statements, on the Consolidated group (referred to hereafter as "the Group" or "HUB24") consisting of HUB24 Limited (referred to hereafter as "the company") and the entities it controlled for the half-year ended 31 December 2020 ("1HFY21"). In order to comply with the provisions of the Corporations Act 2001, the Directors report as follows:
DIRECTORS
The Directors were in office from the beginning of the financial year and until the date of this report, unless otherwise stated. Mr Bruce Higgins (Chairman) Mr Andrew Alcock (Managing Director) Mr Ian Litster Mr Anthony McDonald Mr Paul Rogan Ms Ruth Stringer
COMPANY SECRETARIES
Ms Kitrina Shanahan (appointed 7 September 2020) Ms Debbie Last (resigned 7 September 2020) Mr Paul Howard (resigned 18 December 2020)
OPERATING AND FINANCIAL REVIEW
GROUP OVERVIEW
HUB24 Limited operates the HUB24 investment and superannuation Platform (Platform), provides financial advice to clients through financial advisers authorised by Paragem Pty Ltd and provides application and technology products through Agility Applications Pty Ltd.
The Platform is a leading portfolio administration service that provides financial advisers with the capability to offer their clients access to a wide range of investments including market leading managed portfolio functionality, efficient and cost effective trading, insurance, non-custody portfolio administration and comprehensive reporting and corporate action management for all types of investors – individuals, companies, trusts or self-managed super funds.
Paragem (the Licensee) provides boutique dealer group licensee services to financial planning businesses. It comprises a network of 37 financial advice businesses which deliver high quality, goals-based advice. It provides compliance, software, education and support to the practices, enabling advisers to provide clients with financial advice across a range of products.
Agility (IT Services) provides application and technology products to the financial services industry, currently servicing approximately 45% of Australia's stockbroking market. It earns software license and consulting fees from data, software and infrastructure.
PRINCIPAL ACTIVITIES
The principal activities during the half year were the provision of investment and superannuation portfolio administration services, the provision of licensee services to financial advisers and software license and IT consulting services.
REVIEW AND RESULTS OF OPERATIONS
The key items regarding the Group performance for 1HFY21 were:
Funds Under Administration
- Total Funds Under Administration (FUA) of \$31.3 billion at 31 December 2020 (\$16.0 billion at 31 December 2019, an increase of 95%)
- Platform1 FUA growth in the Platform segment from \$15.8 billion at 31 December 2019 to \$22.0 billion at 31 December 2020, an increase of 39%
- PARS2 FUA was \$9.3 billion at 31 December 2020 with \$9.1 billion relating to the Ord Minnett PARS acquisition which completed during the period.
Income
- The Group recorded a 19% increase in total income3 to \$64.1 million for 1HFY21 (\$53.9 million for 1HFY20)
- Platform segment revenue increased by 25% to \$43.8 million for 1HFY21 (\$35.0 million for 1HFY20)
- The portfolio administration and reporting services (PARS) business contributed \$0.26 million of revenue in 1HFY21 (\$0 in 1HFY20). Refer to note 19.
1 Platform FUA refers to the custodial portfolio.
2 PARS FUA refers to the non-custodial portfolio.
3 Group income includes operating revenue, fair value gain on contingent consideration, interest and other income. Refer to the Consolidated Statement of Profit or Loss and Other comprehensive Income.
EBITDA
- The Group's preferred measure of profitability is Underlying Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) and abnormal items (refer to note 4), which increased by 41% to \$16.4 million for 1HFY21 (\$11.7 million in 1HFY20)
- This Underlying EBITDA performance for 1HFY21 included Platform expenses (direct, operating and growth expenses) increasing by 24% to \$26.4 million (\$21.2 million for 1HFY20)
Net Profit After Tax
• Underlying Net Profit After Tax4 (which forms the basis of the dividend payout ratio) represents Net Profit After Tax before abnormal items. Underlying Net Profit After Tax increased 39% to \$7.5 million for 1HFY21 (\$5.4 million in 1HFY20)5
| Half-year ended 31 Dec 2020 |
Half-year ended 31 Dec 2019 |
||
|---|---|---|---|
| Reconciliation of Underlying NPAT to Statutory NPAT | Notes | \$ million | \$ million |
| Underlying NPAT | 7.5 | 5.4 | |
| Fair value gain on contingent consideration | 16 | 1.6 | 0.7 |
| Agility consideration share based payment expense | 16 | (1.1) | 0.0 |
| Strategic transaction and due diligence costs | 4 | (1.7) | 0.0 |
| Other | (0.2) | (0.1) | |
| Statutory NPAT | 6.1 | 6.0 |
- Abnormal costs of \$1.8 million (\$0.1 million for 1HFY20) included \$1.7 million of transaction and due diligence costs required to be carried out in order to fulfil the ASX announcements covering the strategic acquisitions of both Ord Minnett's Portfolio Administration and Reporting Services (PARS), Xplore Wealth Limited (Xplore), the investment in Easton Investments Limited (Easton) and divestment of Paragem
- Statutory Net Profit After Tax (NPAT) was up 1% to \$6.1 million for 1HFY21 (\$6.0 million for 1HFY20)
Cash flows
• The Group recorded a 6% increase in net cash flow from operating activities to \$10.5 million for 1HFY21 (\$9.9 million for 1HFY20). Operating cash flows in 1HFY21 are \$12.3 million when adjusted for the abnormal costs of \$1.8 million (an increase of 24% on 1HY20).
CORPORATE
Strategic transactions
During the half-year ended 31 December 2020 the Group announced its intention to complete three strategic transactions during the course of FY21.
On 28 November 2020, HUB24 Limited completed the acquisition of PARS. See note 19 for more information.
During 2HFY21, the Group expects to complete the acquisition of Xplore, a proportional takeover of Easton and the divestment of Paragem. Refer to the significant events occurring after the reporting date, note 20 for more details.
The sale of Paragem completed on 1 February 2021 and included a capital return of \$3.2 million. An accounting gain is expected to be booked in the full year financial accounts to 30 June 2021.
Capital management initiatives
On 29 October 2020, the Group announced that it had successfully completed a \$50 million fully underwritten placement of 2.5 million new fully paid ordinary shares to institutional and sophisticated investors at a price of \$20 per new share.
On 25 November 2020 the Group announced 1 million new fully paid ordinary shares would be issued on 30
4 Underlying Net Profit After Tax excludes the fair value gain on deferred consideration and abnormal costs.
5 Underlying NPAT includes the statutory tax value. If the tax value was normalised for the abnormal items the Underlying NPAT is \$7.0m 1HFY21, \$5.6m 1HFY20 is 25% growth.
November 2020 at a price of \$20 per new share under a non-underwritten share purchase plan (SPP) to eligible shareholders raising an additional \$20 million in capital. The actual number of shares issued was 999,999 for a value of \$19,999,980.
The Group has secured an additional ANZ loan facility for \$12.5 million over 3 years which was undrawn at 31 December 2020, given the timing of the capital raising and the expected completion dates of the Xplore, Easton and Paragem transactions. The facility was fully drawn down on the 18 February 2021.
Options and performance rights
The following options, performance rights and shares were issued in accordance with schemes approved by shareholders. These schemes contain ambitious targets, including FUA targets of up to \$70 billion by FY25, in order to incentivise and align key staff towards HUB24 achieving its strategic objectives:
- 33,558 share options were issued to staff and executives in the six months to 31 December 2020 (331,332 in 1HFY20)
- 301,395 performance rights were issued to staff, executives and directors in the six months to 31 December 2020 (132,680 in 1HFY20)
- 437,770 shares were issued for options exercised by staff and executives in the six months to 31 December 2020 (391,182 in 1HFY20)
- 136,317 shares were issued for performance award rights exercised by staff and executives in the six months to 31 December 2020 (75,533 in 1HFY20).
Significant changes in the state of affairs
On 20 December 2020 HUB24 Limited held in escrow Easton Investment Limited shares with a voting power of 9.95%. These shares were held in escrow subject to the completion of the sale agreement on 1 February 2021.
A binding agreement for the sale of the wholly-owned subsidiary, Paragem Pty Limited, was executed on 21 December 2020 resulting in the disclosure of an asset held for sale as at 31 December 2020.
Apart from the strategic transactions mentioned previously, there have been no other significant changes in the nature or state of affairs of the consolidated group.
Dividends
Subsequent to the end of 1HFY21, the Directors have determined that the Group should issue an interim
dividend of 4.5 cents per share fully franked to be paid on 19 April 2021.
The interim franked dividend of 4.5 cents per share represents a 29% increase in interim dividends for shareholders (3.5 cents per share unfranked interim dividend paid following 1HFY20) and a payout ratio of 40% of Underlying NPAT (1HFY20 41%).
The Board's dividend policy targets a payout ratio between 40% and 60% of the Group's annual underlying net profit after tax over the medium term subject to prevailing market conditions and alternate uses of capital.
Significant events occurring after balance sheet date
Subsequent to the half-year ended 31 December 2020 the Group expects to complete a number of strategic transactions which will strengthen its position as the leading provider of integrated platforms, data and technology services for financial advisers, stockbrokers, private banks, licensees, accountants and their clients. These transactions are as follows:
- the acquisition of investment platform provider Xplore Wealth Limited (ASX:XPL) by way of a scheme of arrangement for \$60,000,000 via a combination of cash and HUB24 scrip consideration at an effective Xplore share price of \$0.20. The Xplore Schemes have been approved and lodged with ASIC. Completion is scheduled for 2 March 2021.
- a proportional takeover offer for one in every three fully paid ordinary shares in Easton Investment Limited (Easton; ASX:EAS) for cash consideration of \$1.20 per share, with a total value of up to \$13.7 million. The Group and Easton have also completed the Share Sale Agreement for the sale of Paragem Pty Limited to Easton for \$4.0 million of new Easton shares on 1 February 2021. The offer closed at 7.00pm on 22 February. As at 19 February HUB24's relevant interest in Easton was 31.18% of the total fully paid ordinary shares in Easton.
No other significant matters or circumstances have arisen since 31 December 2020 that have significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.
Likely developments and expected results
With the continued growth in FUA onto the HUB24 investment and superannuation platform and continuing success of its supporting businesses and strategic transactions, the Group expects its financial results to continue improving with scale.
COVID-19 impact
The COVID-19 outbreak was declared a pandemic by the World Health Organisation in March 2020. The outbreak and response of governments in dealing with the pandemic has impacted the community and economy. The duration of these developments remain uncertain as at the date of this report.
Even though many industries in Australia have been impacted by the COVID-19 pandemic, HUB24 remains in a solid financial position, operating profitably with cash reserves significantly above regulatory capital requirements and generating strong operating cashflow. The Company has not entered into any deferred payment arrangements and is not reliant on any government or third party concessions in relation to the COVID-19 pandemic.
The Group has realised record custodial net inflows of \$3.1 billion for 1HFY21, suggesting that advisors have adapted to the COVID-19 environment. Given the ongoing opportunities for growth the Company remains focused on investing for the future and delivering our strategic objectives.
Net flows have proved to be resilient, our new business pipeline remains strong and assisted FUA transitions are continuing. HUB24's priority has been, and remains, ensuring the health and safety of the team whilst continuing to operate our business to meet the needs of licensees, advisers and their clients as well as other key stakeholders.
Our estimates and assumptions have been prepared based upon conditions existing at the date of this report.
Environmental regulation and performance
The Group's operations are not subject to significant environmental regulations under Australian legislation in relation to the conduct of its operations.
Auditor's independence declaration
A copy of the auditor's independence declaration for the consolidated group, as required under section 307C of the Corporations Act 2001, is set out on page 9.
Signed in accordance with a resolution of the directors of HUB24 Limited:
Bruce Higgins Chairman
Sydney 22 February 2021
Deloitte Touche Tohmatsu A.B.N. 74 490 121 060
Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia
Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au
The Board of Directors HUB24 Limited Level 2, 7 Macquarie Place Sydney NSW 2000
22 Feburary 2021
Dear Directors
Auditor's Independence Declaration to HUB24 Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of HUB24 Limited.
As lead audit partner for the review of the financial statements of HUB24 Limited for the half-year ended 31 December 2020, 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.
Yours sincerely
Deloitte Touche Tohmatsu
Stuart Alexander Partner Chartered Accountant
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and Deloitte organisation
FINANCIAL STATEMENTS
HUB24INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
| Notes | Consolidated Half-year ended 31 Dec 2020 \$ |
Half-year ended 31 Dec 2019 \$ |
|
|---|---|---|---|
| Income | |||
| Revenue | 3 | 62,123,159 | 52,707,179 |
| Fair value gain on contingent consideration | 16 | 1,567,978 | 723,113 |
| Interest and other income | 377,486 | 460,481 | |
| 64,068,623 | 53,890,773 | ||
| Expenses | |||
| Platform and custody fees | (4,368,035) | (3,476,353) | |
| Licensee fees | (14,515,359) | (13,963,243) | |
| Employee benefits expense | 3 | (25,917,618) | (19,049,006) |
| Property and occupancy costs | (170,530) | (172,891) | |
| Depreciation and amortisation expense | 3 | (2,757,356) | (2,494,238) |
| Administrative expenses* | 3 | (7,004,960) | (6,014,415) |
| Interest expense on lease liability | (100,315) | (114,044) | |
| (54,834,173) | (45,284,190) | ||
| Profit before income tax | 9,234,450 | 8,606,583 | |
| Income tax (expense)/benefit | 6 | (3,119,271) | (2,574,114) |
| Profit after income tax for the half-year | 6,115,179 | 6,032,469 | |
| Other comprehensive income | - | - | |
| Total comprehensive income for the half-year | 6,115,179 | 6,032,469 | |
| Total comprehensive income for the half-year attributable | |||
| to ordinary equity holders of HUB24 Limited | 6,115,179 | 6,032,469 | |
| Total comprehensive income for the period attributable to owners of HUB24 Limited arises from: | |||
| Continuing operations | 6,527,595 | 6,262,868 | |
| Discontinued operations | 7 | (412,416) | (230,399) |
| 6,115,179 | 6,032,469 | ||
| Cents | Cents | ||
| Earnings per share attributable to ordinary equity holders of HUB24 Limited | |||
| Basic earnings per share | 5 | 9.56 | 9.64 |
| Diluted earnings per share | 5 | 9.32 | 9.41 |
| Earnings per share from continuing operations, attributable to ordinary equity holders of HUB24 Limited | |||
| Basic earnings per share – continuing operations | 10.20 | 10.01 | |
| Diluted earnings per share – continuing operations | 9.95 | 9.78 |
*Prior comparatives have been reclassified for presentation purposes and consistency with the current period.
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
| Consolidated | |||||
|---|---|---|---|---|---|
| 31 Dec 2020 | 30 June 2020 | ||||
| Notes | \$ | \$ | |||
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 85,275,805 | 33,809,323 | |||
| Trade and other receivables | 12,927,717 | 10,046,081 | |||
| Held-for-sale financial assets | 7 | 4,240,224 | - | ||
| Other current assets | 1,605,017 | 1,799,377 | |||
| Total current assets | 104,048,763 | 45,654,781 | |||
| Non-current assets | |||||
| Intangible assets | 8 | 52,273,790 | 39,963,264 | ||
| Loans | 11 | 7,550,000 | - | ||
| Right of use asset | 10 | 6,533,430 | 5,436,824 | ||
| Deferred tax assets (net of deferred tax liability) | 6 | 3,414,733 | 5,101,024 | ||
| Office equipment | 9 | 1,421,182 | 1,661,629 | ||
| Total non-current assets | 71,193,135 | 52,162,741 | |||
| Total assets | 175,241,898 | 97,817,522 | |||
| Liabilities | |||||
| Current liabilities | |||||
| Provisions | 14 | 7,331,685 | 7,811,054 | ||
| Trade and other payables | 13 | 5,052,525 | 5,369,919 | ||
| Lease liabilities | 10 | 1,951,208 | 1,670,311 | ||
| Deferred income | 232,210 | 88,879 | |||
| Total current liabilities | 14,567,628 | 14,940,163 | |||
| Non-current liabilities | |||||
| Lease liabilities | 10 | 5,197,885 | 4,385,270 | ||
| Provisions | 15 | 1,671,343 | 1,513,662 | ||
| Other non-current liabilities | 16 | - | 1,567,978 | ||
| Deferred income | 812,581 | 587,078 | |||
| Total non-current liabilities | 7,681,809 | 8,053,988 | |||
| Total liabilities Net assets |
22,249,437 152,992,461 |
22,994,151 74,823,371 |
|||
| Equity | |||||
| Issued capital | 17 | 174,282,597 | 100,146,048 | ||
| Profit reserve | 18 | 41,394,885 | 40,847,253 | ||
| Reserves | 18 | 8,940,101 | 8,823,118 | ||
| Accumulated losses | (71,625,122) | (74,993,048) | |||
| Total equity | 152,992,461 | 74,823,371 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
| Attributable to owners of HUB24 Limited | |||||
|---|---|---|---|---|---|
| Issued | Profit | Retained | |||
| capital | Reserves | reserves | earnings | Total | |
| Consolidated | \$ | \$ | \$ | \$ | \$ |
| Opening balance as at 1 July 2020 | 100,146,048 | 8,823,118 | 40,847,253 | (74,993,048) | 74,823,371 |
| Comprehensive income for the half-year | - | - | - | 6,115,179 | 6,115,179 |
| Transfer to profit reserves | - | - | 2,747,253 | (2,747,253) | - |
| Total comprehensive income | |||||
| for the half-year | - | - | 2,747,253 | 3,367,926 | 6,115,179 |
| Transactions with owners in their capacity as owners: | |||||
| Dividends provided for or paid | - | - | (2,199,621) | - | (2,199,621) |
| Capital raising costs | (1,278,312) | - | - | - | (1,278,312) |
| Options and rights exercised1 | 3,618,525 | (1,603,781) | - | - | 2,014,744 |
| Options and Rights granted – | |||||
| employees | - | 2,373,329 | - | - | 2,373,329 |
| Share based payments – Agility2 | 1,568,356 | (424,565) | - | - | 1,143,791 |
| Capital raise | 69,999,980 | - | - | - | 69,999,980 |
| Issue of treasury shares to employees | 228,000 | (228,000) | - | - | - |
| 74,136,549 | 116,983 | (2,199,621) | - | 72,053,911 | |
| Balance at 31 December 2020 | 174,282,597 | 8,940,101 | 41,394,885 | (71,625,122) | 152,992,461 |
1 Options and rights exercised includes \$1,769,306 received for the exercise of options by employees, \$1,603,781 transferred from the share based payment reserve from the options and PARs exercised.
2 Refer to note 16.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
| Attributable to owners of HUB24 Limited | |||||
|---|---|---|---|---|---|
| Issued | Profit | Accumulated | |||
| capital | Reserves | reserves | losses | Total | |
| Consolidated | \$ | \$ | \$ | \$ | \$ |
| Opening balance at 1 July 2019 | 98,187,400 | 5,256,545 | 13,014,445 | (51,534,848) | 64,923,542 |
| Opening balance adjustment on adoption of new accounting standard |
- | - | - | (26,747) | (26,747) |
| Restated total equity at the beginning of the financial period |
98,187,400 | 5,256,545 | 13,014,445 | (51,561,595) | 64,896,795 |
| Comprehensive income for the half-year | - | - | - | 6,032,469 | 6,032,469 |
| Transfer to profit reserves | - | - | 11,822,295 | (11,822,295) | - |
| Total comprehensive income | |||||
| for the half-year | - | - | 11,822,295 | (5,789,826) | 6,032,469 |
| Transactions with owners in their capacity as owners: | |||||
| Dividends provided for or paid | - | - | (1,627,327) | - | (1,627,327) |
| Capital raising costs | (9,075) | - | - | - | (9,075) |
| Options and Rights granted – employees1 |
- | 1,080,829 | - | - | 1,080,829 |
| Issue of treasury shares to employees1 | 212,000 | (212,000) | - | - | - |
| Options and rights exercised2 | 1,383,015 | (399,144) | - | - | 983,871 |
| 1,585,940 | 469,685 | (1,627,327) | - | 428,298 | |
| Balance at 31 December 2019 | 99,773,340 | 5,726,230 | 23,209,413 | (57,351,421) | 71,357,562 |
1 Prior comparatives have been reclassified for presentation purposes and consistency with the current period.
2 Options and rights exercised includes \$983,872 received for the exercise of options by employees, \$399,144 transferred from the share based payment reserve from the options exercised.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
| Consolidated | ||||
|---|---|---|---|---|
| Half-year ended 31 Dec 2020 |
Half-year ended 31 Dec 2019 |
|||
| Notes | \$ | \$ | ||
| Cash flows from operating activities | ||||
| Receipts from customers (inclusive of GST) | 64,320,539 | 56,028,640 | ||
| Payments to suppliers and employees (inclusive of GST) | (52,336,134) | (46,203,364) | ||
| Strategic transaction and due diligence costs | (1,653,198) | - | ||
| Interest received | 383,554 | 268,587 | ||
| Interest paid on lease liability | (100,315) | (114,044) | ||
| Short term lease payments | (129,775) | (60,645) | ||
| Net cash inflow from operating activities | 10,484,671 | 9,919,174 | ||
| Cash flows from investing activities | ||||
| Payments for office equipment | (130,645) | (193,963) | ||
| Payment for acquisitions (net of cash acquired) | (10,500,000) | (300,000) | ||
| Payments for intangible assets | (3,080,288) | (3,007,280) | ||
| Net cash (outflow) from investing activities | (13,710,933) | (3,501,243) | ||
| Cash flows from financing activities | ||||
| ORFR loan facility advance settlement proceeds | (7,550,000) | (1,500,000) | ||
| Payments for capital raising costs | (1,826,160) | (12,964) | ||
| Proceeds from capital raising | 69,999,980 | - | ||
| Dividends paid | (2,199,622) | (1,627,327) | ||
| Proceeds from issues of shares and other equity securities | 1,751,333 | 983,872 | ||
| Repayment of lease principal payments | (892,861) | (807,835) | ||
| Net cash inflow/(outflow) from financing activities | 59,282,670 | (2,964,254) | ||
| Net increase in cash and cash equivalents | 56,056,408 | 3,453,677 | ||
| Closing cash held as asset for sale 7 |
(4,589,926) | - | ||
| Cash and cash equivalents at the beginning of the financial year | 33,809,323 | 18,465,847 | ||
| Cash and cash equivalents at end of the half-year | 85,275,805 | 21,919,524 |
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
CONTENTS OF THE NOTES TO THE FINANCIAL STATEMENTS
| 1 | Corporate information |
17 |
|---|---|---|
| 2 | Summary of significant accounting policies |
17 |
| 3 | Revenue and expenses |
18 |
| 4 | Operating segments |
19 |
| 5 | Earnings per share |
22 |
| 6 | Income tax |
22 |
| 7 | Held-for-sale financial assets |
25 |
| 8 | Intangible assets |
26 |
| 9 | Office equipment |
27 |
| 10 | Right of use assets |
28 |
| 11 | Loans | 30 |
|---|---|---|
| 12 | Financial instruments |
30 |
| 13 | Trade and other payables |
31 |
| 14 | Current provisions |
31 |
| 15 | Non-current provisions |
33 |
| 16 | Other non-current liabilities |
33 |
| 17 | Issued capital |
34 |
| 18 | Reserves | 36 |
| 19 | Business combination |
36 |
| 20 | Significant events after the reporting date |
37 |
1. CORPORATE INFORMATION
The Half-Year Report of HUB24 Limited and its controlled entities ("the Group" or "HUB24") for the half-year ended 31 December 2020 was authorised for issue in accordance with a resolution of the Board of Directors on 22 February 2021 and covers the Company as an individual entity as well as the Group consisting of the Company and its subsidiaries as required by the Corporations Act 2001.
HUB24 is limited by shares and incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX:HUB).
The nature of the operations and principal activities of the company are described in the Directors' Report.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PREPARATION
This general purpose interim financial report for the half-year ended 31 December 2020 has been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001, as appropriate for for-profit entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.
These half-year financial statements do not include all the notes of the type normally included in the annual financial report and therefore cannot be expected to provide a full understanding of the financial performance, financial position and financing and investing activities of the consolidated entity. Accordingly, it is recommended that the halfyear financial report be read in conjunction with the annual report for the year ended 30 June 2020 and considered together with any public announcements made by HUB24 Limited and its controlled entities during the half-year ended 31 December 2020 in accordance with the continuous disclosure obligations of the ASX listing rules and the Corporations Act 2001.
PARENT ENTITY FINANCIAL INFORMATION
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
COMPLIANCE WITH IFRS
The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS
The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. These Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.
SIGNIFICANT ACCOUNTING POLICIES
The half-year consolidated financial statements have been prepared using all accounting policies as per the annual financial statements for the year ended 30 June 2020, unless otherwise stated.
GOING CONCERN
The financial report has been prepared on a going concern basis.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2020. There are no interests in associates as at 31 December 2020.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FUNCTIONAL AND PRESENTATION CURRENCY
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Australian dollars (\$), which is HUB24 Limited's functional and presentation currency.
COMPARATIVES
Where required by the Accounting Standards and/or for improved presentation purposes, certain comparative figures have been adjusted to conform to changes in presentation for the current period.
3. REVENUE AND EXPENSES
| Consolidated | |||
|---|---|---|---|
| Half-year ended 31 Dec 2020 \$ |
Half-year ended 31 Dec 2019 \$ |
||
| (a) Revenue1 | |||
| Platform fees | 43,817,937 | 35,052,843 | |
| Licensee fees | 15,018,848 | 14,584,742 | |
| IT Services fees | 3,286,374 | 3,069,594 | |
| 62,123,159 | 52,707,179 | ||
| Expenses | |||
| (b) Employee benefits expenses | |||
| Wages and salaries (including superannuation and payroll tax) | 18,502,238 | 14,166,919 | |
| Share based payments expense – employees2 | 3,517,112 | 1,080,829 | |
| Other employee benefits expenses | 3,898,268 | 3,801,258 | |
| 25,917,618 | 19,049,006 | ||
| (c) Depreciation and amortisation | |||
| Depreciation of right-of-use assets | 910,675 | 876,257 | |
| Depreciation of office equipment | 365,863 | 365,016 | |
| Amortisation of intangible assets | 1,480,818 | 1,252,965 | |
| 2,757,356 | 2,494,238 | ||
| (d) Administrative expenses | |||
| Corporate fees | 839,037 | 513,924 | |
| Professional and consultancy fees | 1,322,742 | 996,191 | |
| Information services and communication | 2,209,934 | 1,729,772 | |
| Travel and entertainment | 188,764 | 640,539 | |
| Discount on consideration | 4,533 | 42,924 | |
| Superfund administrative fees | 883,817 | 790,976 | |
| Other administrative expenses1 | 1,556,133 | 1,300,089 | |
| 7,004,960 | 6,014,415 |
1 Prior comparatives have been reclassified for presentation purposes and consistency with the current period.
2 1HFY21 includes \$1,143,782 relating to deferred contingent consideration. See note 16 for more information.
4. OPERATING SEGMENTS
IDENTIFICATION OF REPORTABLE SEGMENTS
The Platform, Licensee and IT Services operating segments are based on the internal reports that are reviewed and used by the executive management team (identified as the Chief Operating Decision Makers hereafter CODM) in assessing performance and in determining the allocation of resources.
The CODM reviews segment profits (Underlying EBITDA) on a monthly basis.
KEY ACCOUNTING POLICIES
The accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
All of the Group's operations are based in Australia. The principal products and services for each of the operating segments are as follows:
Platform fees
Development and provision of investment and superannuation Platform services to financial advisers, stockbrokers, accountants and their clients, and direct consumers.
Licensee fees
Provision of financial advice to clients through financial advisers authorised by Paragem Pty Ltd. The Licensee provides compliance, software, education and business support to adviser practices enabling advisers to provide clients with financial advice over a range of products.
IT Service fees
Provision of application and technology products for the financial services sector. Fees are generated from license and consulting services relating to data management, software and infrastructure.
Corporate
The provision of corporate services supports the three operating segments and therefore includes an allocation of overhead costs.
4. OPERATING SEGMENTS (CONTINUED)
CORPORATE (CONTINUED)
| Consolidated Half-year ended 31 December 2020 |
Platform \$ |
Licensee \$ |
IT Services \$ |
Corporate S |
Total \$ |
|---|---|---|---|---|---|
| Revenue | |||||
| Sales to external customers | 43,771,014 | 15,018,848 | 3,286,374 | - | 62,076,236 |
| Interest income | - | - | - | 377,486 | 377,486 |
| Expenses | (26,389,042) | (15,424,361) | (2,401,300) | (1,812,822) | (46,027,525) |
| Underlying EBITDA | 17,381,972 | (405,513) | 885,074 | (1,435,336) | 16,426,197 |
| Other items | |||||
| Interest expense | (97,013) | (4,533) | (3,302) | - | (104,848) |
| Non-recurring revenue | 46,923 | - | - | - | 46,923 |
| Fair value gain – contingent consideration |
- | - | - | 1,567,978 | 1,567,978 |
| Share based payments – Employees and Director (including payroll tax) |
- | - | - | (4,126,502) | (4,126,502) |
| Abnormal items1 | - | - | - | (1,817,942) | (1,817,942) |
| Depreciation and amortisation | (2,558,256) | (3,843) | (195,257) | - | (2,757,356) |
| (2,608,346) | (8,376) | (198,559) | (4,376,466) | (7,191,747) | |
| Profit before income tax | 14,773,626 | (413,889) | 686,515 | (5,811,802) | 9,234,450 |
| Income tax (expense)/benefit | - | - | - | (3,119,271) | (3,119,271) |
| Profit after income tax | 14,773,626 | (413,889) | 686,515 | (8,931,073) | 6,115,179 |
| Reconciliation to total income | |||||
| Sales to external customers | 62,076,236 | ||||
| Interest income | 377,486 | ||||
| Non-recurring revenue | 46,923 | ||||
| Fair value gain – contingent consideration |
1,567,978 | ||||
| Total income | 64,068,623 |
1 Abnormal items includes strategic transaction and due diligence costs \$1.7m. Refer to page 6 within the Directors' report for more information.
4. OPERATING SEGMENTS (CONTINUED)
CORPORATE (CONTINUED)
| Consolidated Half-year ended 31 December 2019 |
Platform \$ |
Licensee \$ |
IT Services \$ |
Corporate S |
Total \$ |
|---|---|---|---|---|---|
| Revenue | |||||
| Sales to external customers | 35,005,855 | 14,583,848 | 3,069,594 | - | 52,659,297 |
| Interest income | - | - | - | 268,587 | 268,587 |
| Expenses | (21,221,505) | (14,776,508) | (3,712,996) | (1,548,900) | (41,259,909) |
| Underlying EBITDA | 13,784,350 | (192,660) | (643,402) | (1,280,313) | 11,667,975 |
| Other items | |||||
| Interest expense | (108,626) | - | (5,418) | - | (114,044) |
| Non-recurring revenue | 46,988 | 894 | - | - | 47,882 |
| Fair value gain – contingent consideration |
- | - | - | 723,113 | 723,113 |
| Fair value gain – right-of-use asset | (2,120) | - | 7,892 | - | 5,772 |
| Share based payments – Employees and Director (including payroll tax) |
- | - | - | (1,088,956) | (1,088,956) |
| Discount on contingent consideration | - | - | - | (42,924) | (42,924) |
| Abnormal items1 | (73,459) | (5,209) | (19,329) | - | (97,997) |
| Depreciation and amortisation | (2,226,041) | (39,095) | (229,102) | - | (2,494,238) |
| (2,363,258) | (43,410) | (245,957) | (408,767) | (3,061,392) | |
| Profit before income tax | 11,421,092 | (236,070) | (889,359) | (1,689,080) | 8,606,583 |
| Income tax (expense)/benefit | - | - | - | (2,574,114) | (2,574,114) |
| Profit after income tax | 11,421,092 | (236,070) | (889,359) | (4,263,194) | 6,032,469 |
| Reconciliation to total income | |||||
| Sales to external customers | 52,659,297 | ||||
| Interest income | 268,587 | ||||
| Non-recurring revenue | 47,882 | ||||
| Fair value gain – contingent consideration |
723,113 | ||||
| Sublease rental income | 33,833 | ||||
| Waived service fees | 158,061 | ||||
| Total income2 | 53,890,773 |
1 Refer to page 6 within the Directors' report for more information.
2 Prior comparatives have been reclassified for presentation purposes and consistency with the current period.
5. EARNINGS PER SHARE
The following reflects the income and share data used in the calculations of basic and diluted earnings per share.
Diluted earnings per share includes all options issued for employees. The average share price used for the calculation exceeds the exercise price for all options on issue.
| Consolidated | |||
|---|---|---|---|
| Half-year ended 31 Dec 2020 \$ |
Half-year ended 31 Dec 2019 \$ |
||
| Earnings per share | |||
| Profit/(Loss) after income tax | 6,115,179 | 6,032,469 | |
| Profit/(Loss) after income tax attributable to the owners of HUB24 Ltd used in calculating basic and diluted earnings per share |
6,115,179 | 6,032,469 |
| Consolidated | |||
|---|---|---|---|
| Half-year ended 31 Dec 2020 Number |
Half-year ended 31 Dec 2019 Number |
||
| Weighted average number of ordinary shares used in calculating basic earnings per share |
63,973,993 | 62,575,701 | |
| Weighted average number of ordinary shares used in calculating diluted earnings per share |
65,603,206 | 64,083,697 |
| Consolidated | |||
|---|---|---|---|
| Half-year ended | Half-year ended | ||
| 31 Dec 2020 | 31 Dec 2019 | ||
| Cents | Cents | ||
| Earnings per share attributable to ordinary equity holders of HUB24 Limited* | |||
| Basic earnings per share | 9.56 | 9.64 | |
| Diluted earnings per share | 9.32 | 9.41 |
*From continuing operations: Total comprehensive income for the period attributed to owners of HUB24 Limited 1HFY21 \$6,527,595 (1HFY20 \$6,262,868). Basic earnings per share 31 December 2020 10.20 cents (31 December 2019 10.01 cents), diluted earnings per share 31 December 2020 9.95 cents (31 December 2019 9.78 cents).
6. INCOME TAX
KEY ESTIMATES AND JUDGEMENTS
Recovery of deferred tax assets
Deferred tax assets are recognised for prior period income tax losses, research and development tax offsets and deductible temporary differences to the extent that Directors consider that it is probable that future taxable profits will be available to offset these amounts.
The deferred tax asset continues to be recognised as at 31 December 2020 based on the following management judgements:
- The Group continues to be profitable with consistent growth, margins and profit line trends over the last 7 financial years;
- For the half-year ended 31 December 2020, the Group has increased profit performance and expects to remain profitable.
6. INCOME TAX KEY ESTIMATES AND JUDGEMENTS (CONTINUED)
The Group assumes and will continue to monitor that there will be ongoing compliance with relevant tax legislations.
Research and development expenditure
The income tax calculation for the period ended 31 December 2020, included in the financial statements is based upon a number of estimates. A material estimate of this calculation relates to research and development (R&D) expenditure. Remuneration expenses of the development team are the largest component of the R&D expenditure, which for the half-year ended 31 December 2020, comprise 76% of the total estimated R&D claim. This percentage allocation is consistent with the actual R&D claim for the financial year ended 30 June 2019. The R&D claim for the financial year ended 30 June 2020 has yet to be lodged.
| Consolidated | |||
|---|---|---|---|
| Half-year ended 31 Dec 2020 \$ |
Half-year ended 31 Dec 2019 \$ |
||
| (a) Income tax expense/(benefit) | |||
| Current tax expense/(benefit) | 885,129 | - | |
| Deferred tax expense/(benefit) | 2,234,142 | 2,574,114 | |
| Income tax expense/(benefit) | 3,119,271 | 2,574,114 | |
| Tax included in income tax expense/(benefit) comprises: | |||
| Current tax expense/(benefit) | 885,129 | - | |
| Decrease/(increase) in deferred tax assets | 1,379,180 | 697,678 | |
| (Decrease)/increase in deferred tax liabilities | 307,111 | 1,861,083 | |
| Tax – debited/(credited) directly to equity | 547,851 | 15,353 | |
| 3,119,271 | 2,574,114 |
| (b) Reconciliation of income tax expense/(benefit) to pre tax accounting profit/(loss) | ||
|---|---|---|
| Profit from continuing operations before income tax expense | 9,234,450 | 8,606,584 |
| Prima facie income tax at 30% | 2,770,336 | 2,581,975 |
| Tax effect of amounts which are not deductible (taxable) in calculating taxable income: | ||
| Entertainment – non-deductible | 16,649 | 28,544 |
| Employee share plan costs – non-deductible | 986,734 | 260,649 |
| R&D benefit | (259,823) | (732,259) |
| Other expenses – non-deductible | 89,103 | 61,597 |
| Interest – non-deductible | - | 34,213 |
| Other income – non-assessable | (483,728) | (279,418) |
| 3,119,271 | 1,955,301 | |
| Temporary difference (R&D) | - | 618,813 |
| Income tax expense | 3,119,271 | 2,574,114 |
| Other disclosure items | ||
| Deferred tax – debited/(credited) directly to equity | (547,851) | (15,353) |
6. INCOME TAX (CONTINUED)
KEY ESTIMATES AND JUDGEMENTS (CONTINUED)
| Consolidated | |||
|---|---|---|---|
| 31 Dec 2020 | 30 Jun 2020 | ||
| \$ | \$ | ||
| (c) Deferred tax asset | |||
| Deferred tax asset comprises temporary differences attributable to: | |||
| Intangibles – other | 234,582 | 322,731 | |
| Accrued expenses | 257,229 | 429,091 | |
| Provisions | 2,455,808 | 2,730,896 | |
| Non-refundable carry forward tax offsets | - | 1,600,262 | |
| Sundry DTA | 451,295 | 23,168 | |
| Lease liabilities – right-of-use assets | 2,144,728 | 1,816,674 | |
| 5,543,642 | 6,922,822 | ||
| Movements: | |||
| Opening balance | 6,922,822 | 10,108,465 | |
| Lease liabilities – right-of-use assets – recognition | - | 2,300,950 | |
| Prior period deferred tax under/(over) provision | - | 43,416 | |
| Intangibles – other | (88,149) | (530,875) | |
| Accrued expenses | (171,862) | 349,910 | |
| Provisions | (275,088) | 908,822 | |
| Carry forward tax losses | - | (2,676,140) | |
| Non-refundable carry forward tax offsets | (1,600,262) | (3,082,334) | |
| Sundry DTA | 428,127 | (15,116) | |
| Lease liabilities – right-of-use assets | 328,054 | (484,276) | |
| 5,543,642 | 6,922,822 | ||
| (d) Deferred tax liability | |||
| Deferred tax liability comprises temporary differences attributable to: | |||
| DTL on intangibles | 168,880 | 190,751 | |
| Other depreciable assets – right-of-use assets | 1,960,029 | 1,631,047 | |
| 2,128,909 | 1,821,798 | ||
| Movements: | |||
| Opening balance | 1,821,798 | 423,122 | |
| Other depreciable assets – right-of-use assets – recognition | - | 2,147,978 | |
| Other depreciable assets – right-of-use assets | 328,980 | (516,931) | |
| Other intangibles | (21,869) | (232,371) | |
| Closing balance | 2,128,909 | 1,821,798 | |
| (e) Other disclosure items | |||
| Capital raising costs in Equity | (547,851) | (15,353) | |
| Deferred tax asset (net of deferred tax liability) | 3,414,733 | 5,101,024 |
6. INCOME TAX (CONTINUED)
TAX CONSOLIDATION
Members of the tax consolidated entity and the tax sharing arrangement
The Group and its 100% owned Australian resident subsidiaries have formed a tax consolidated entity. HUB24 Limited is the head entity of the tax consolidated entity. Members of the Group have entered into a tax sharing agreement.
Tax effect accounting by members of the tax consolidated entity
The head entity and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts as per UIG 1052 Tax Consolidation Accounting. The consolidated group has applied the consolidated group allocation approach in determining the appropriate amount of current taxes and deferred taxes to allocate to members of the tax consolidated group. The current and deferred tax amounts are measured in a systematic manner that is consistent with the broad principles in AASB 112 Income Taxes.
In addition to its own current and deferred tax amounts, the head entity also recognises current tax liabilities (or assets) and the deferred tax assets and liabilities arising from unused tax losses and unused tax credits (if any) assumed from controlled entities in the tax consolidated group.
7. HELD-FOR-SALE FINANCIAL ASSETS
The Group has assessed the Paragem Pty Limited subsidiary and classified it as an asset held-for-sale. The Group has measured the asset at the the lower of the carrying amount and fair value less costs to sell.
The Group has arrived at the classification of the assets as held for sale as the following conditions have been met:
- The sale is highly probable
- The asset is available for immediate sale in its present condition
- Management is committed to the sale which is expected to be completed within one year of the classification date.
As the sale was completed and announced to the ASX on 1 February 2021, the Group is comfortable with its classification as held-for-sale in the 1HFY21 financial report.
| Consolidated | ||
|---|---|---|
| 31 Dec 2020 | 30 Jun 2020 | |
| Statement of profit or loss | \$ | \$ |
| Revenue | 15,018,848 | 14,583,848 |
| Expenses | (15,423,799) | (14,806,571) |
| Loss before income tax | (404,951) | (222,723) |
| Income tax expense | (7,465) | (7,676) |
| Loss after income tax of discontinued operation | (412,416) | (230,399) |
| Consolidated | |||
|---|---|---|---|
| Statement of financial position | 31 Dec 2020 \$ |
30 Jun 2020 \$ |
|
| Assets held for sale | |||
| Cash and cash equivalents | 4,589,926 | 4,159,900 | |
| Other current assets | 81,840 | 7,465 | |
| Trade and other receivables | 24,489 | 498,504 | |
| Office equipment | 5,231 | 7,354 | |
| Intangible assets | 2,579 | 4,297 | |
| Intercompany loan | (463,841) | - | |
| Provisions | - | (24,882) | |
| Total assets held for sale | 4,240,224 | 4,652,638 |
7. HELD-FOR-SALE FINANCIAL ASSETS (CONTINUED)
On 28 October 2020 The Group announced its intention to sell the subsidiary, Paragem Pty Limited ("Paragem"), to Easton Investments Limited ("Easton"). A binding heads of agreement was signed on 20 December 2020 stating that the sale will be undertaken through a share sale agreement whereby Easton will issue approximately 3.3 million shares to HUB24 Limited in consideration for the transfer of all shares in Paragem. The sale of Paragem completed on 1 February 2021 and included a capital return of \$3.2 million. An accounting gain is expected to be booked in the full year financial accounts to 30 June 2021.
8. INTANGIBLE ASSETS
KEY ESTIMATES AND JUDGEMENTS
The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment.
No key estimate or underlying assumptions have been altered, from what was disclosed in the full year financial statements, as at 30 June 2020.
| Investment platform |
Goodwill | Agility Connect software |
Agility customer relationship |
Other* | Total | |
|---|---|---|---|---|---|---|
| Consolidated | \$ | \$ | \$ | \$ | \$ | \$ |
| Half-year ended 31 December 2020 | ||||||
| At cost | 35,385,396 | 16,325,588 | 2,540,970 | 1,284,000 | 12,554,648 | 68,090,602 |
| Accumulated amortisation | ||||||
| and impairment | (12,174,041) | - | (1,853,067) | (942,607) | (847,097) | (15,816,812) |
| Total net carrying amount | 23,211,355 | 16,325,588 | 687,903 | 341,393 | 11,707,551 | 52,273,790 |
| Reconciliations of the carrying amount at the beginning and end of the half-year: | ||||||
| Opening carrying amount | 21,417,108 | 16,325,588 | 773,891 | 384,067 | 1,062,610 | 39,963,264 |
| Other additions | 3,044,647 | - | - | - | 10,749,275 | 13,793,922 |
| Amortisation charge | (1,250,400) | - | (85,988) | (42,674) | (101,756) | (1,480,818) |
| Asset held for sale | - | - | - | - | (2,578) | (2,578) |
| Closing carrying amount | 23,211,355 | 16,325,588 | 687,903 | 341,393 | 11,707,551 | 52,273,790 |
*Other is comprised of the Dealer network, Managed fund client list, Ord Minnett PARS acquisition intangible and Software intangibles.
| Consolidated | Investment platform \$ |
Goodwill \$ |
Agility Connect software \$ |
Agility customer relationship \$ |
Other* \$ |
Total \$ |
|---|---|---|---|---|---|---|
| Year ended 30 June 2020 | ||||||
| At cost | 32,340,749 | 16,325,588 | 2,540,970 | 1,284,000 | 1,891,962 | 54,383,269 |
| Accumulated amortisation and impairment |
(10,923,641) | - | (1,767,079) | (899,933) | (829,352) | (14,420,005) |
| Total net carrying amount | 21,417,108 | 16,325,588 | 773,891 | 384,067 | 1,062,610 | 39,963,264 |
8. INTANGIBLE ASSETS
KEY ESTIMATES AND JUDGEMENTS (CONTINUED)
| Investment platform |
Goodwill | Agility Connect software |
Agility customer relationship |
Other* | Total | |
|---|---|---|---|---|---|---|
| Consolidated | \$ | \$ | \$ | \$ | \$ | \$ |
| Reconciliations of the carrying amount at the beginning and end of the financial year: | ||||||
| Opening carrying amount | 16,918,982 | 16,325,588 | 1,762,707 | 1,083,648 | 977,637 | 37,068,562 |
| Other additions | 6,415,916 | - | - | - | 311,043 | 6,726,959 |
| Amortisation charge | (1,917,790) | - | (320,492) | (367,905) | (226,070) | (2,832,257) |
| Impairment | - | - | (668,324) | (331,676) | - | (1,000,000) |
| Closing carrying amount | 21,417,108 | 16,325,588 | 773,891 | 384,067 | 1,062,610 | 39,963,264 |
*Other is comprised of the Dealer network, Managed fund client list and Software intangibles.
Intangible assets are allocated to the consolidated entity's cash-generating units (CGUs) as required by AASB136. Intangibles are associated with a CGU as listed below:
| Investment Platform CGU | Licensee CGU | IT Services CGU |
|---|---|---|
| Investment Platform | Dealer network | Agility connect software |
| Managed fund client list | Software | Agility customer relationship |
| Software | Software | |
| Goodwill on acquisition of Paragem, Agility and DIY | ||
| Portfolio Administration and Reporting Service (PARS) |
9. OFFICE EQUIPMENT
KEY ESTIMATES AND JUDGEMENTS
Depreciation is calculated on a straight-line basis over the estimated useful life of the specific assets as follows:
- Office furniture and fittings over 2.5 to 5 years
- Computer equipment 3 years.
| Consolidated Half-year ended 31 December 2020 |
Computer equipment \$ |
Office furniture and fittings \$ |
Total \$ |
|---|---|---|---|
| Cost or fair value | 2,460,225 | 1,997,988 | 4,458,213 |
| Accumulated depreciation | (1,893,877) | (1,143,154) | (3,037,031) |
| Net book amount | 566,348 | 854,834 | 1,421,182 |
| Reconciliations of the carrying amounts at the beginning and end of the half-year: | |||
| Opening net book amount | 631,670 | 1,029,959 | 1,661,629 |
| Additions | 122,351 | 8,296 | 130,647 |
| Depreciation charge | (184,896) | (180,967) | (365,863) |
| Assets classified as held for sale | (2,777) | (2,454) | (5,231) |
| Closing net book amount | 566,348 | 854,834 | 1,421,182 |
9. OFFICE EQUIPMENT
KEY ESTIMATES AND JUDGEMENTS (CONTINUED)
| Consolidated | Computer equipment |
Office furniture and fittings |
Total |
|---|---|---|---|
| Year ended 30 June 2020 | \$ | \$ | \$ |
| Cost or fair value | 2,357,883 | 1,992,824 | 4,350,707 |
| Accumulated depreciation | (1,726,213) | (962,865) | (2,689,078) |
| Net book amount | 631,670 | 1,029,959 | 1,661,629 |
| Reconciliations of the carrying amounts at the beginning and end of the financial year: | |||
| Opening net book amount | 614,035 | 1,341,529 | 1,955,564 |
| Additions | 423,454 | 74,911 | 498,365 |
| Disposals | (16,140) | (8,981) | (25,121) |
| Depreciation charge | (389,679) | (377,500) | (767,179) |
| Closing net book amount | 631,670 | 1,029,959 | 1,661,629 |
10. RIGHT OF USE ASSETS
KEY ACCOUNTING POLICY
The Group leases various property and equipment. Lease agreements are negotiated on an individual basis with bespoke terms and conditions and are typically made for fixed periods of 2 years to 7 years.
Under AASB 16, as a lessee the Group will recognise a right-of-use asset, representing its right to use the underlying asset, and a lease liability, for all leases with a term of more than 12 months, exempting those leases where the underlying asset is deemed to be of a low-value.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date, i.e. when the underlying asset is first available for use.
The right-of-use asset includes initial direct costs and estimates of costs to dismantle or remove the underlying leased asset. The right-of-use asset is measured at cost less any accumulated depreciation and impairment losses and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate, being the rate that the lessee would pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether purchase; renewal or termination options are reasonably certain to be exercised.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include purchase, renewal or termination options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which affects the value of lease liabilities and right-of-use assets recognised.
Modifications to lease arrangements
In the event that there is a modification to a lease arrangement, a determination of whether the modification results in a separate lease arrangement being recognised needs to be made.
Where the modification does result in a separate lease arrangement needing to be recognised, due to an increase in scope of a lease through additional underlying leased assets and a commensurate increase in lease payments, the measurement requirements as described above need to be applied.
10. RIGHT OF USE ASSETS KEY ACCOUNTING POLICY (CONTINUED)
Where the modification does not result in a separate lease arrangement, from the effective date of the modification, the Group will remeasure the lease liability using the redetermined lease term, lease payments and applicable discount rate. A corresponding adjustment will be made to the carrying amount of the associated right-of-use asset. Additionally, where there has been a partial or full termination of a lease, the Group will recognise any resulting gain or loss in the income statement.
Amounts recognised in the balance sheet
This note provides information for leases where the Group is a lessee.
The Statement of Financial Position shows the following amounts relating to leases:
| Consolidated | ||
|---|---|---|
| 31 Dec 2020 \$ |
30 June 2020 \$ |
|
| Leased property and equipment | 6,533,430 | 5,436,824 |
| Total right-of-use assets | 6,533,430 | 5,436,824 |
The additions to right of use assets during 1HFY21 were \$2.1m (Nil for 1HFY20).
These relate to leases, sub-licenses and services from Cisco and Dell for Group technology infrastructure projects. An extension of a one year property lease has been signed to start from March 2021, while related lease incentives began in September 2020.
| Consolidated | ||
|---|---|---|
| 31 Dec 2020 \$ |
30 June 2020 \$ |
|
| Current | 1,951,208 | 1,670,311 |
| Non-current | 5,197,885 | 4,385,270 |
| Total lease liabilities | 7,149,093 | 6,055,581 |
| Future value of minimum lease payments |
Interest | Present value of minimum lease payments |
|
|---|---|---|---|
| 31 December 2020 | \$ | \$ | \$ |
| Within 1 year | 2,142,243 | 191,035 | 1,951,208 |
| After 1 year and less than 5 years | 5,433,847 | 235,962 | 5,197,885 |
| More than 5 years | - | - | - |
| Total | 7,576,090 | 426,997 | 7,149,093 |
| Future value of minimum lease payments |
Interest | Present value of minimum lease payments |
|
|---|---|---|---|
| 30 June 2020 | \$ | \$ | \$ |
| Within 1 year | 1,830,111 | 159,800 | 1,670,311 |
| After 1 year and less than 5 years | 4,613,437 | 228,167 | 4,385,270 |
| More than 5 years | - | - | - |
| Total | 6,442,548 | 387,967 | 6,055,581 |
Amounts recognised in the statement of profit or loss
10. RIGHT OF USE ASSETS
KEY ACCOUNTING POLICY (CONTINUED)
The Statement of Profit or Loss shows the following amounts relating to leases:
| Consolidated | |||
|---|---|---|---|
| 31 Dec 2020 \$ |
31 Dec 2019 \$ |
||
| Depreciation charge on right-of-use assets | (910,675) | (876,257) | |
| Interest expense on lease liabilities | (100,315) | (114,044) | |
| Expenses relating to short-term leases | (129,775) | (60,645) | |
| Fair value gain/(loss) on right-of-use assets | - | (5,772) |
The total cash outflow for leases in the half-year ended 31 December 2020 was \$997,709 (\$921,879 for 1HFY20).
11. LOANS
| Consolidated | |
|---|---|
| 31 Dec 2020 | 30 June 2020 \$ \$ |
| ORFR loan 7,550,000 |
- |
ORFR LOAN FACILITY
HUB24 has advanced a loan to HTFS Holdings Pty Ltd, who had in turn used it to subscribe for capital in HTFS Holdings Nominees Pty Ltd, a wholly owned subsidiary of EQT Holdings Limited (ASX: EQT), which is the Trustee for the HUB24 Super Fund ("the Fund"). The loan agreement is entered into on an arm's length basis and on commercial terms at an interest rate of 10% per annum.
The capital received by the Trustee is reserved for the purpose of meeting the Operational Risk Financial Requirement (ORFR) for the Fund in accordance with APRA Prudential Standard SPS114.
12. FINANCIAL INSTRUMENTS
KEY ACCOUNTING POLICIES
Capital management – financing arrangements
The Group had access to the following borrowing facilities which were undrawn throughout, and at the end of the reporting period:
| Data | 31 Dec 2020 \$ |
30 June 2020 \$ |
|---|---|---|
| Floating rate – Expiring within one year (bank overdraft facility) | 5,000,000 | 5,000,000 |
| Floating rate – 3 year term (loan facility) | 12,500,000 | - |
OVERDRAFT FACILITY
The bank overdraft facility may be drawn at any time and may be cancelled by giving the bank 10 business days notice. The bank overdraft facility is subject to annual review.
The Group incurs a line fee of 0.60% per annum to maintain the bank overdraft facility with an interest rate of BBSY +1.25% applied to any drawn balances.
12. FINANCIAL INSTRUMENTS (CONTINUED)
LOAN FACILITY
The bank loan facility was secured specifically for one of the strategic transactions. The loan may be drawn at any time with principal repayments of \$3.25m payable every calendar year. The bank loan facility may not be redrawn once it has been repaid.
The Group incurs a commitment fee of 0.40% per annum to maintain the loan facility with an interest rate of BBSY +1.95% applied to any drawn balances.
Both the overdraft and loan facility are guaranteed by HUB24 Limited and its operating subsidiaries: Agility Applications Pty Ltd; HUB24 Management Services Pty Ltd; HUB24 Administration Pty Ltd; HUB24 Custodial Services Ltd; HUB24 Services Pty Ltd; HUBConnect Pty Ltd. Group regulatory capital has been ring-fenced.
13. TRADE AND OTHER PAYABLES
| Consolidated | |||
|---|---|---|---|
| 31 Dec 2020 \$ |
30 June 2020 \$ |
||
| Trade creditors | 138,297 | 1,690,042 | |
| Deferred contingent consideration – Agility | 175,000 | 175,000 | |
| Sundry creditors | 4,739,228 | 3,504,877 | |
| Total trade and other payables | 5,052,525 | 5,369,919 |
DEFERRED CONTINGENT CONSIDERATION – AGILITY
Refer to note 16 for more information.
14. CURRENT PROVISIONS
KEY ACCOUNTING POLICIES
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the reporting date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
Employee benefits
Short term benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.
Long term benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled greater than 12 months from the reporting date are recognised in respect of employees' services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.
14. CURRENT PROVISIONS
KEY ACCOUNTING POLICIES (CONTINUED)
Superannuation and other post employment benefits
All Australian employees are entitled to varying levels of benefits on retirement, disability or death. The superannuation plans provide accumulated benefits. Employees contribute to the plans at various percentages of their wages and salaries.
Lease make good
The provision represents the present value of the estimated costs to make good the premises leased by the Group at the end of the respective lease term.
Third party claims
The Group estimates the provision for third party claims is in respect of on-going claims made by third parties in respect of services provided by the Platform segment.
Restructuring provision
The restructure provision was in respect of cost obligations for the change of HUB24 Super Fund trustee and the transfer of the Group's management portfolio into a Management Investment Scheme (MIS) structure.
| Consolidated | ||||
|---|---|---|---|---|
| 31 Dec 2020 \$ |
30 June 2020 \$ |
|||
| Employee benefits – Annual leave | 2,654,659 | 2,260,329 | ||
| Employee benefits – Short term incentive | 3,601,897 | 4,563,494 | ||
| Tax provision | 885,129 | - | ||
| Third party claims | 190,000 | 300,000 | ||
| Restructuring provision | - | 662,349 | ||
| Lease make good provision | - | 24,882 | ||
| 7,331,685 | 7,811,054 |
Movements in each class of provision during the financial period, other than employee benefits, are set out below:
| Tax | Third party | Rental lease | Lease | Restructuring | |
|---|---|---|---|---|---|
| provision | claims | liability | make good | provision | |
| Consolidated | \$ | \$ | \$ | \$ | \$ |
| Half-year ended 31 December 2020 | |||||
| Carrying amount at the start of the year | - | 300,000 | - | 24,882 | 662,349 |
| Provisions (utilised) | - | (110,000) | - | - | (662,349) |
| Additional provisions recognised | 885,129 | - | - | - | - |
| Provisions reclassified/(released) | - | - | - | (24,882) | - |
| Carrying amount at end of the half-year | 885,129 | 190,000 | - | - | - |
| Year ended 30 June 2020 | |||||
| Carrying amount at the start of the year | - | - | 361,646 | 24,882 | - |
| Provisions (utilised) | - | - | (361,646) | - | - |
| Additional provisions recognised | - | 300,000 | - | - | 662,349 |
| Provisions reclassified/(released) | - | - | - | - | - |
| Carrying amount at end of the year | - | 300,000 | - | 24,882 | 662,349 |
15. NON-CURRENT PROVISIONS
| Consolidated | ||||
|---|---|---|---|---|
| 31 Dec 2020 | 30 June 2020 | |||
| \$ | \$ | |||
| Employee benefits – long service leave | 1,555,792 | 1,133,111 | ||
| Employee benefits – deferred short term incentive | - | 265,000 | ||
| Lease make good provision | 115,551 | 115,551 | ||
| 1,671,343 | 1,513,662 |
EMPLOYEE BENEFITS – DEFERRED SHORT TERM INCENTIVE
The provision represents the portion of STI bonus relating to the financial year ending 30 June 2020 payable to senior staff members that has been deferred until after the FY21 financial year end.
LEASE MAKE GOOD PROVISION
The provision represents the present value of the estimated costs to make good the premises leased by the consolidated entity at the end of the respective lease term.
Movements in provisions
Movements in each class of provision during the financial period, other than employee benefits, are set out below:
| Employee benefits - deferred short term incentive |
Lease make good |
Rental lease liability |
|
|---|---|---|---|
| Consolidated | \$ | \$ | \$ |
| Half-year ended 31 December 2020 | |||
| Carrying amount at start of year | 265,000 | 115,551 | - |
| Provisions (utilised) | (265,000) | - | - |
| Additional provisions recognised | 278,600 | - | - |
| Provisions reclassified/(released) during the year | (278,600) | - | - |
| Carrying amount at end of the half-year | - | 115,551 | - |
| Year ended 30 June 2020 | |||
| Carrying amount at start of year | - | 115,551 | 110,047 |
| Provisions (utilised) | - | - | - |
| Additional provisions recognised | 265,000 | - | (110,047) |
| Provisions reclassified/(released) during the year | - | - | - |
| Carrying amount at end of the year | 265,000 | 115,551 | - |
16. OTHER NON-CURRENT LIABILITIES
DEFERRED CONTINGENT CONSIDERATION – AGILITY
| Consolidated Half-year ended 31 December 2020 |
Contingent consideration \$ |
|---|---|
| Carrying amount at start of year | 1,567,978 |
| Fair value gain on contingent consideration (profit and loss) | (1,567,978) |
| Carrying amount at end of the half-year | - |
16. OTHER NON-CURRENT LIABILITIES
DEFERRED CONTINGENT CONSIDERATION – AGILITY (CONTINUED)
| Consolidated Year ended 30 June 2020 |
Contingent consideration \$ |
|---|---|
| Carrying amount at start of year | 2,146,200 |
| Amounts reclassified/released during the year | (175,000) |
| Unwinding of discount | 97,404 |
| Fair value gain on contingent consideration (profit and loss) | (500,626) |
| Carrying amount at end of the year | 1,567,978 |
During the half-year ended 31 December 2020 the terms of a 'fourth deed of amendment to the share sale deed" relating to the shares in the capital of Agility Applications Pty Ltd (Deed) between HUB24 Limited (the purchaser), the shareholders of Agility Applications Pty Ltd and others (the Vendors) were finalised and settled.
Under the terms of the deed, HUB24 (on the 29 September 2020), issued 109,752 fully paid ordinary shares to the Vendors equal to the value of \$1,568,348 with the number of ordinary shares issued determined by taking the VWAP of the Purchaser's ordinary shares in the 20 day period up to the 24 August 2020 (\$14.29). As a result of the amendment to the share sale deed the accounting treatment of a contingent payment is altered from additional purchase price to compensation to the seller. The impact is the write back of the liability of the \$1,567,978 and proportionally recognised share based payment expense in the statement of profit or loss.
For the half-year ended 31 December 2020, \$1.1 million has been recognised as an expense in the statement of profit or loss. Shares have been issued and recognised in the Group's share capital, with 50% vesting conditions achieved on 31 December 2021 for tranche 1 and 50% vesting conditions achieved on 31 December 2022 for tranche 2.
As at 31 December 2020, a current liability is held in relation to \$175,000 which will be settled through the issuance of HUB24 ordinary shares post the release of the 31 December 2020 half-year financial results. Refer to note 13.
| 31 Dec 2020 Number |
31 Dec 2019 Number |
31 Dec 2020 \$ |
31 Dec 2019 \$ |
|
|---|---|---|---|---|
| Issued and paid up capital | ||||
| Ordinary shares, fully paid | 66,954,435 | 62,796,130 | 174,283,001 | 99,800,130 |
| Other equity securities | ||||
| Treasury shares | (598) | (39,636) | (404) | (26,790) |
| Total issued and paid up capital | 66,953,837 | 62,756,494 | 174,282,597 | 99,773,340 |
| Movements in issued and paid up capital | ||||
| Beginning of the financial year | 62,846,130 | 62,329,415 | 100,172,838 | 98,225,656 |
| Shares issued | 4,108,305 | 466,715 | 73,338,372 | 983,872 |
| Transfer from share based payment reserve | - | - | 1,603,781 | 399,144 |
| Additional paid up capital | - | - | 446,322 | 200,534 |
| Total shares | 66,954,435 | 62,796,130 | 175,561,313 | 99,809,206 |
| Capital raising costs | - | - | (1,278,312) | (9,075) |
| End of the half-year | 66,954,435 | 62,796,130 | 174,283,001 | 99,800,131 |
| Movement in other equity securities – treasury shares | ||||
| Beginning of the financial year | 39,636 | 56,596 | 26,790 | 38,256 |
| Employee share issue | (39,038) | (16,960) | (26,386) | (11,466) |
| End of the half-year | 598 | 39,636 | 404 | 26,790 |
17. ISSUED CAPITAL
17. ISSUED CAPITAL (CONTINUED)
ORDINARY SHARES FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
On 30 September 2020, the Group issued 68,847 ordinary shares for options and PARs exercised by employees of the Group for consideration of \$343,322.
On 15 October 2020, the Group issued 120,000 ordinary shares for options exercised by employees of the Group for consideration of \$295,200.
On 26 October 2020, the Group issued 109,752 ordinary shares relating to the purchase of Agility Applications Pty Ltd. These shares are restricted for 12 months for 50% of the shares and 24 months for the remaining 50%. Holders of the shares are entitled to rights and benefits in line with other ordinary shareholders.
On 5 November 2020, the Group issued 2,500,000 ordinary shares under a share purchase plan for consideration of \$50,000,000.
On 30 November 2020, the Group issued 999,999 ordinary shares under a share purchase plan for consideration of \$19,999,980.
On 30 November 2020, the Group issued 309,707 ordinary shares for options and PARs exercised by employees of the Group for consideration of \$1,358,055.
ORDINARY SHARES FOR THE HALF-YEAR ENDED 31 DECEMBER 2019
On 31 July 2019, the Group issued 260,000 ordinary shares for options exercised by employees of the Group for consideration of \$478,800.
On 4 November 2019, the Group issued 202,169 ordinary shares for options and PARs exercised by employees of the Group for consideration of \$489,796.
On 25 November 2019, the Group issued 4,546 ordinary shares for options and PARs exercised by employees of the Group for consideration of \$15,276.
TREASURY SHARES
Treasury shares are shares in HUB24 Limited that are held by HUB24 Employee Share Ownership Trust (ESOT) for the purpose of issuing shares under HUB24 Employee Share Ownership Plan.
On 1 September 2020, the company transferred 13,224 shares to eligible employees under the HUB24 Employee Share Ownership Plan. 1,599 shares from previous issues have not been taken up by employees while 27,413 shares have been utilised in the course of employee options being exercised.
On 10 October 2019, the company transferred 16,960 shares to eligible employees under the HUB24 Employee Share Ownership Plan.
18. RESERVES
GENERAL RESERVES
| Consolidated | ||
|---|---|---|
| 31 Dec 2020 \$ |
30 June 2020 \$ |
|
| Share based payments share reserve | 8,940,101 | 8,823,118 |
| Movement in reserve | ||
| Opening balance | 8,823,118 | 5,256,545 |
| Reserve reclassified to share capital through options exercised | (3,171,129) | (516,144) |
| Employee share based payment expense | 3,517,112 | 4,294,717 |
| Shares issued through HUB24 Share Ownership Trust | (228,000) | (212,000) |
| Closing balance | 8,940,101 | 8,823,118 |
PROFIT RESERVES
To the extent possible under the Corporations Act 2001 and applicable tax laws, the profits reserve is preserved for future dividend payments.
| Consolidated | |||
|---|---|---|---|
| 31 Dec 2020 \$ |
30 June 2020 \$ |
||
| Profit reserve | 41,394,885 | 40,847,253 | |
| Movement in profit reserve | |||
| Opening balance | 40,847,253 | 13,014,445 | |
| Transfer to profit reserves | 2,747,253 | 31,659,750 | |
| Dividends provided for or paid | (2,199,621) | (3,826,942) | |
| Closing balance | 41,394,885 | 40,847,253 |
19. BUSINESS COMBINATION
ORD MINNETT'S PORTFOLIO ADMINISTRATION AND REPORTING SERVICE (PARS)
On 28 November 2020 HUB24 Limited completed the acquisition of Ord Minnett's Portfolio Administration and Reporting Service (PARS).
PARS is a non-custody portfolio service that has been operating within Ord Minnett for 15 years and includes tax reporting and corporate action management for over \$9 billion in FUA.
The transaction, which includes the acquisition of an experienced team of 12 FTE, software and related intellectual property, was completed for an upfront cash consideration of \$10.5 million. A purchase price allocation assessment is expected to be undertaken prior to the release of the 30 June 2021 annual report.
19. BUSINESS COMBINATION
ORD MINNETT'S PORTFOLIO ADMINISTRATION AND REPORTING SERVICE (PARS) (CONTINUED)
Details of the purchase consideration and the net assets acquired are as follows:
| \$ | |
|---|---|
| Purchase consideration | |
| Cash paid – at completion | 10,500,000 |
| Total purchase consideration | 10,500,000 |
| Fair value | |
|---|---|
| \$ | |
| The provisional fair values of the acquisition are as follows: | |
| Customer relationships | - |
| Assumed other employee entitlements | (213,633) |
| Net identifiable assets acquired | (213,633) |
| Add: Acquisition intangibles | 10,713,633 |
| Net assets acquired | 10,500,000 |
REVENUE AND PROFIT CONTRIBUTION
The acquired business contributed revenue of \$261,943 and expenses of \$111,464 to the Group for the period from 1 December 2020 to 31 December 2020. It's impracticable to provide this information for the full period ending 31 December 2020 as it is not readily available. These contributions have been recognised in the Platform segment for the purposes of this interim financial statement.
20. SIGNIFICANT EVENTS AFTER REPORT DATE
Subsequent to the half-year ended 31 December 2020, the Board has determined a fully franked dividend of 4.5 cents per share (3.5 cent per share (unfranked) following the half-year ended 31 December 2019)
During 1HFY21 the Group announced its intention to participate in further strategic transactions (refer to page 6 in the Directors' report) which together will strengthen its position as the leading provider of integrated platforms, data and technology services for financial advisers, stockbrokers, private banks, licensees, accountants and their clients. These transactions are as follows:
- the acquisition of investment platform provider Xplore Wealth Limited (ASX:XPL) by way of a scheme of arrangement for \$60,000,000 via a combination of cash and HUB24 scrip consideration at an effective Xplore share price of \$0.20. The Xplore Schemes have been approved and lodged with ASIC. Completion is scheduled for 2 March 2021.
- A proportional takeover offer for one in every three fully paid ordinary shares in Easton Investment Limited (Easton; ASX:EAS) for cash consideration of \$1.20 per share, with a total value of up to \$13.7 million. The Group and Easton have also completed a Share Sale Agreement for the sale of Paragem Pty Limited to Easton for \$4 million of new Easton shares on 1 February 2021. The offer closed at 7.00pm on 22 February. As at 19 February HUB24's relevant interest in Easton was 31.18% of the total fully paid ordinary shares in Easton.
No other significant matters or circumstances have arisen since 31 December 2020 that have significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
DIRECTORS' DECLARATION
FOR THE HALF-YEAR ENDED 31 DECEMBER 2020
IN THE DIRECTORS' OPINION:
- a. the financial statements and notes set out on pages 11 to 37 are in accordance with the Corporations Act 2001, including:
- i. giving a true and fair view of the consolidated entity's financial position as at 31 December 2020 and of its performance for the half-year ended on that date, and
- ii. complying with Accounting Standard AASB 134 Interim Financial Reporting, Corporations Regulations 2001, and other mandatory professional reporting requirements; and
- b. there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable, and
(c) this declaration has been made after receiving the declarations by the Chief Executive Officer and Chief Financial Officer required by section 305(5) of the Corporations Act 2001.
Signed in accordance with a resolution of Directors.
Bruce Higgins Chairman
Sydney 22 February 2021
Deloitte Touche Tohmatsu A.B.N. 74 490 121 060 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia
Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au
Independent Auditor's Review Report to the Members of HUB24 Limited
We have reviewed the half-year financial report of HUB24 Limited (the "Company") and its subsidiaries (the "Group") which comprises the consolidated statement of financial position as at 31 December 2020, and the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of cash flows and the consolidated statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration as set out on pages 11 to 38.
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 the Group is not in accordance with the Corporations Act 2001, including:
- (a) giving a true and fair view of the Group's financial position as at 31 December 2020 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 half-year financial report section of our report. We are independent of the Group in accordance with 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.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Group, would be in the same terms if given to the directors as at the time of this auditor's review report.
Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and Deloitte organisation
Directors' Responsibilities for the Half-year Financial Report
The directors of the Group are responsible for the preparation of a 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 a half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
Auditor's Responsibilities for the Review of the Half-year Financial Report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether 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 2020 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.
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.
Deloitte Touche Tohmatsu
Stuart Alexander Partner Sydney, 22 February 2021
CORPORATE INFORMATION

HUB24 LIMITED ACN 124 891 685

PRINCIPAL REGISTERED OFFICE IN AUSTRALIA
Level 2, 7 Macquarie Place Sydney NSW 2000

AUDITOR
Deloitte Touche Tohmatsu Grosvenor Place 225 George Street Sydney NSW 2000

DIRECTORS
Mr Bruce Higgins (Chairman) Mr Andrew Alcock (Managing Director) Mr Ian Litster Mr Anthony McDonald Mr Paul Rogan Ms Ruth Stringer

COMPANY SECRETARIES
Mr Paul Howard (resigned 18 December 2020)
Ms Debbie Last (resigned 7 September 2020)
Ms Kitrina Shanahan (appointed 7 September 2020)

SHARE REGISTRY
Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000
HUB24 Limited shares are listed on the Australian Securities Exchange (ASX : HUB)


