Half Year Report SMS MANAGEMENT & TECHNOLOGY LIMITED ABN

Transcription

1 Appendix 4D Listing Rule 4.2A.3 Half Year Report SMS MANAGEMENT & TECHNOLOGY LIMITED ABN ) Details of the reporting period and the previous corresponding period Reporting period: Half year ended 31 December Previous corresponding period: Half year ended 31 December ) Results for announcement to the market Results Change from previous corresponding period December Total revenue from ordinary activities up $22.9m or 15% to $176.4m Profit from ordinary activities after tax attributable to members up $2.8m or 48% to $8.6m Net profit for the period attributable to members up $2.8m or 48% to $8.6m Dividends Amount per security Franked amount per security Current period: Interim dividend 7.0 cents 7.0 cents Previous corresponding period: Interim dividend 5.0 cents 5.0 cents Record date for determining entitlements to interim dividend 20 March 2015 Payment date of interim dividend 10 April 2015 A brief explanation of the results can be found in the accompanying Media Release, Investor Presentation and attached Interim Financial Report. 3) Net tangible assets Current period Previous corresponding period Net tangible assets per ordinary security 22 cents 23 cents

2 4) Details of entities over which control has been gained or lost during the period Not applicable. 5) Details of individual and total dividends and payment dates Refer section 2 above and also note 12 to the interim financial statements in the attached Interim Financial Report. 6) Details of dividend reinvestment plan Not applicable. 7) Details of associates and joint venture entities Not applicable. 8) For foreign entities, accounting standards used in compiling the report Not applicable. 9) Description of any modified opinion, emphasis of matter or other matter paragraph contained in the independent auditor s review report Not applicable. The independent auditor s review report does not contain any modified opinion, emphasis of matter or other matter paragraph. The independent auditor s review report is included in the attached Interim Financial Report. Anna Gorton Company Secretary Date: 19 February 2015

3 SMS Management & Technology Limited Appendix 4D Interim Financial Report 31 December ABN

4 TABLE OF CONTENTS DIRECTORS REPORT 3 LEAD AUDITOR S INDEPENDENCE DECLARATION 5 CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME 6 CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION 7 CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY 8 CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS 9 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS 10 DIRECTORS DECLARATION 18 INDEPENDENT AUDITOR S REVIEW REPORT 19 Appendix 4D 31 December 2

5 DIRECTORS REPORT The directors of SMS Management & Technology Limited ( the Company ) present their report, together with the financial report of the Company and its controlled entities (collectively the Group ) for the six months ended 31 December and the auditor s review report thereon. DIRECTORS The directors of the Company during the six months ended 31 December and up to the date of this report are: Name Period of Directorship Non Executive Derek Young Director since 22 November Chairman Bruce Thompson Director since 18 October 2000 Nicole Birrell Director since 20 December 2004 Deborah Radford Director since 9 September 2013 Justin Milne Appointed on 28 August Executive Jackie Korhonen Commenced as Chief Executive Officer ( CEO ) on 2 February 2015 Appointed as director on 18 February 2015 Thomas Stianos Director since 25 March Retired on 30 January 2015 (former CEO) STATE OF AFFAIRS In the opinion of the directors, there were no significant changes in the state of affairs of the Group during the six months ended 31 December. PRINCIPAL ACTIVITIES The Group operates under two separate business brands. Under the SMS Consulting brand, the Group offers a range of management and technology related business services including: Business Performance Improvement Business Process Management Customer Relationship Management Information and Data Management Infrastructure Consulting Managed Services Operational Learning and Change Program and Project Services Solutions Development. Under the M&T Resources brand, the Group offers: Recruitment and Contract Labour predominantly in the Information Technology ( IT ) sector. There were no significant changes in the nature of the principal activities of the Group during the six months ended 31 December. Appendix 4D 31 December 3

6 DIRECTORS REPORT REVIEW OF OPERATIONS The Group earned total revenue from services of $176.4 million, up 15% on the previous corresponding period. Net profit after tax of $8.6 million was up 48% on the previous corresponding period. A review of operations of the Group for the six months ended 31 December and the results of these operations are set out in the accompanying media release and investor presentation. SUBSEQUENT EVENTS On 2 February 2015, Ms Jackie Korhonen commenced as CEO, following the retirement of Mr Thomas Stianos on 30 January The Board has made a payment of $641,666 to Mr Stianos on his retirement. This payment is in addition to statutory and any short-term incentive entitlements. All outstanding long-term incentive performance rights relating to Mr Stianos lapsed on his retirement. A contingent consideration payment relating to the Birchman acquisition of $7,500,000 (which was provided for at 31 December ) was paid after the end of the current reporting period, based on the business achieving its first year profit target. LEAD AUDITOR S INDEPENDENCE DECLARATION The lead auditor s independence declaration is set out on page 5 and forms part of the Directors Report for the six months ended 31 December. ROUNDING OFF The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the consolidated interim financial statements and Directors Report have been rounded off to the nearest thousand dollars, unless otherwise stated. This report is made in accordance with a resolution of the directors. Derek Young Chairman Bruce Thompson Director Signed at Melbourne on this 19th day of February 2015 Appendix 4D 31 December 4

7 Lead Auditor s Independence Declaration under Section 307C of the Corporations Act 2001 To: the directors of SMS Management & Technology Limited I declare that, to the best of my knowledge and belief, in relation to the review for the interim period ended 31 December there have been: (i) (ii) no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the review; and no contraventions of any applicable code of professional conduct in relation to the review. KPMG Penny Stragalinos Partner Melbourne 19 February KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. Liability limited by a scheme approved under Professional Standards Legislation.

8 CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 DECEMBER Notes 31 December 31 December 2013 Revenue from services 176, ,508 Total income 176, ,508 Employee benefits expense (145,039) (125,204) Project expenses (7,137) (8,352) Depreciation and amortisation expense (874) (778) Administrative expenses (3,900) (3,995) Occupancy expenses (2,883) (2,937) Due diligence and acquisition related costs - (428) Contingent consideration adjustment 7 (1,000) - Other expenses (2,925) (3,241) Results from operating activities 12,662 8,573 Finance income Finance costs (550) (298) Net finance costs (425) (54) Profit before income tax 12,237 8,519 Income tax expense (3,674) (2,731) Profit for the period 8,563 5,788 Other comprehensive income Items that may be reclassified subsequently to profit or loss: Foreign currency translation differences - foreign operations Profit and other comprehensive income for the period attributable to the ordinary equity holders of the Company 9,253 5,904 Earnings per share: Basic earnings per share 12.3 cents 8.3 cents Diluted earnings per share 12.1 cents 8.0 cents The consolidated interim statement of comprehensive income is to be read in conjunction with the notes to the consolidated interim financial statements set out on pages 10 to 17. Appendix 4D 31 December 6

9 CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER Notes 31 December 30 June Current assets Cash and cash equivalents 5,269 18,059 Trade and other receivables 69,730 58,941 Current tax assets 2, Other 8 5,068 2,568 Total current assets 82,209 80,373 Non-current assets Plant and equipment 3,084 4,870 Deferred tax assets 1,133 1,133 Intangible assets 9 113, ,322 Other 8 1,474 - Total non-current assets 119, ,325 Total assets 201, ,698 Current liabilities Trade and other payables 17,261 17,214 Loans and borrowings 10 5,506 5,403 Employee benefits 12,893 11,250 Other 11 17,851 14,264 Total current liabilities 53,511 48,131 Non-current liabilities Loans and borrowings 10 2,617 5,186 Employee benefits 1,043 1,039 Deferred tax liabilities 4,404 2,517 Other 11 11,355 18,124 Total non-current liabilities 19,419 26,866 Total liabilities 72,930 74,997 Net assets 128, ,701 Equity Issued capital 65,431 65,690 Reserves 10,116 9,995 Retained earnings 53,374 50,016 Total equity 128, ,701 The consolidated interim statement of financial position is to be read in conjunction with the notes to the consolidated interim financial statements set out on pages 10 to 17. Appendix 4D 31 December 7

10 CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER Issued capital Foreign currency translation reserve Equity compensation reserve Retained earnings Total Balance at 1 July ,596 (280) 9,542 49, ,138 Total comprehensive income for the period Profit ,788 5,788 Other comprehensive income Total comprehensive income Transactions with owners, recorded directly in equity Issue of ordinary shares related to business combinations Equity-settled share-based payment transactions ,788 5,904 2, , Dividends to shareholders (8,412) (8,412) Balance at 31 December ,016 (164) 9,889 46, ,397 Balance at 1 July 65,690 (411) 10,406 50, ,701 Total comprehensive income for the period Profit ,563 8,563 Other comprehensive income Total comprehensive income ,563 9,253 Transactions with owners, recorded directly in equity On market share buy-back (259) (259) Equity-settled share-based payment transactions - - (569) - (569) Dividends to shareholders (5,205) (5,205) Balance at 31 December 65, ,837 53, ,921 The amounts recognised directly in equity are disclosed net of tax. The consolidated interim statement of changes in equity is to be read in conjunction with the notes to the consolidated interim financial statements set out on pages 10 to 17. Appendix 4D 31 December 8

11 CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 DECEMBER Notes 31 December 31 December 2013 Cash flows from operating activities Receipts from customers 181, ,152 Payments to suppliers and employees (178,969) (162,800) Cash generated from operations 2,660 6,352 Interest received Income taxes paid (3,159) (6,961) Net cash used in operating activities (363) (338) Cash flows from investing activities Acquisition of plant and equipment (289) (266) Due diligence and acquisition related costs - (428) Payment for controlled entities, net cash acquired - (19,133) Payment of contingent consideration related to previous 7 (4,420) - business combination Net cash used in investing activities (4,709) (19,827) Cash flows from financing activities Proceeds from borrowings ,500 Repayment of borrowings (2,736) (1,290) On-market share buy-back (343) - Dividends paid to shareholders 12 (5,205) (8,412) Borrowing costs paid (302) (252) Net cash (used in) from financing activities (8,352) 2,546 Net decrease in cash and cash equivalents (13,424) (17,619) Cash and cash equivalents at 1 July 18,059 36,998 Effects of exchange rate fluctuations on cash held Cash and cash equivalents at 31 December 5,269 19,546 The consolidated interim statement of cash flows is to be read in conjunction with the notes to the consolidated interim financial statements set out on pages 10 to 17. Appendix 4D 31 December 9

12 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 1. Reporting entity SMS Management & Technology Limited ( the Company ) is a for-profit company domiciled in Australia. The consolidated interim financial statements of the Company as at, and for the six months ended 31 December, comprise the Company and its controlled entities (collectively the Group ). The consolidated annual financial statements of the Group as at, and for the year ended 30 June, are available upon request from the Company s registered office at Level 41, 140 William St, Melbourne, Victoria, 3000, or at 2. Basis of preparation Statement of compliance The consolidated interim financial statements are general purpose financial statements which have been prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act The consolidated interim financial statements do not include all of the information required for the full annual financial statements, and should be read in conjunction with the consolidated annual financial statements of the Group as at, and for the year ended 30 June. The consolidated interim financial statements were authorised for issue by the Board of Directors on 19 February The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, all amounts in the consolidated interim financial statements have been presented in Australian dollars and rounded to the nearest thousand dollars, unless otherwise stated. Basis of measurement The consolidated interim financial statements have been prepared on the basis of historical cost, with the exception of contingent consideration assumed in a business combination which is measured at fair value at each reporting date. Estimates and judgements The preparation of the consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. In preparing the consolidated interim financial statements, the significant judgements made by management in applying the Group s accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated annual financial statements as at, and for the year ended 30 June. In relation to contingent consideration payable, information about assumptions and estimation uncertainties that may result in a material adjustment in future reporting periods is included in note 7. Appendix 4D 31 December 10

13 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 3. Significant accounting policies The accounting polices applied by the Group in these consolidated interim financial statements are the same as those applied by the Group in its consolidated annual financial statements as at, and for the year ended 30 June. 4. New accounting standards and interpretations not yet adopted The following accounting standard has been identified as one which may impact the Group in the period of initial application. It is available for early adoption at 31 December, but has not been applied in preparing these consolidated interim financial statements. AASB 15 - Revenue from Contracts with Customers AASB15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including AASB 118 Revenue, AASB 111 Constructions Contracts and IFRIC 13 Customer Loyalty Programmes. AASB 15 is effective for annual reporting periods beginning on or after 1 January 2017, with early adoption permitted. The Group has not yet assessed the potential impact of this standard on its consolidated financial statements resulting from the application of AASB Financial risk management The Group s financial risk management objectives and policies are consistent with those disclosed in the consolidated annual financial statements as at, and for the year ended 30 June. 6. Operating segments (i) Determination and presentation of operating segments An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses, including revenue and expenses that relate to transactions with any of the Group s other components, and for which discrete financial information is available. An operating segment s operating results are reviewed regularly by the Chief Executive Officer ( CEO ) to make decisions about resources to be allocated to the segment and assess its performance. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, corporate expenses and income tax liabilities. (ii) Reportable segments The Group has two reportable segments, which offer different services and are managed separately because they require difference resources and marketing strategies. For each of the operating segments, the CEO reviews internal management reports on a monthly basis. The following summary describes the operations in each of the Group s reportable segments: Under the SMS Consulting brand, the Group offers a range of management and technology related business services including: Business Performance Improvement Business Process Management Appendix 4D 31 December 11

14 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 6. Operating segments (continued) (ii) Reportable segments (continued) Customer Relationship Management Information and Data Management Infrastructure Consulting Managed Services Operational Learning and Change Program and Project Services Solutions Development. Under the M&T Resources brand, the Group offers: Recruitment and Contract Labour predominantly in the IT sector. Refer to the table below for the financial information relating to the reportable segments. For the six months ended 31 December SMS Consulting M&T Resources Unallocated Total Revenue from services Inter-segment revenue Segment EBITDA* before adjustments Contingent consideration adjustment Segment EBITDA* after adjustments Net finance costs Depreciation and amortisation Profit before income tax Income tax expense Profit for the period Reportable segment assets 134, ,147 42,112 36, , , ,640 7, ,640 7,074 18,221 14,934 2,354 1,498 (6,039) (7,081) 14,536 9,351 (1,000) (1,000) - 17,221 14,934 2,354 1,498 (6,039) (7,081) 13,536 9, (425) (54) (425) (54) (371) (306) - - (503) (472) (874) (778) 16,850 14,628 2,354 1,498 (6,967) (7,607) 12,237 8, (3,674) (2,731) (3,674) (2,731) 16,850 14,628 2,354 1,498 (10,641) (10,338) 8,563 5, , ,081 12,247 9,745 18,170 28, , ,953 *EBITDA is defined as earnings before interest, tax, depreciation and amortisation. Appendix 4D 31 December 12

15 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 7. Business combinations Indicium In July 2013, the Group acquired 100% of the shares in Indicium Technology Group Pty Ltd and 100% of the units in Access Networks & Communications Unit Trust (together Indicium ) for $22,000,000, comprising of an up-front payment of $9,680,000 in cash and $2,420,000 in shares and two contingent payments conditional on profit performance over a two year period. The first contingent payment of $4,420,000 was paid in August, based on the business achieving its first year profit target. The second contingent payment of $5,500,000 has been provided for and may be payable in August 2015, based on the business achieving its second year profit target. A further contingent payment of $2,500,000 (30 June : $1,500,000) has also been provided for and may be payable in August 2015, based on the business exceeding the two year profit target. The increase in contingent consideration payable of $1,000,000 is due to the uplift in the forecast profit of the business to June 2015 and has been expensed to the profit or loss during the six month period ending 31 December. The amount payable for exceeding earn-out profit targets is uncapped. Contingent consideration payable is a financial liability and its fair value is the present value of the expected contingent consideration payments as outlined above. The amount payable is sensitive to forecast earnings before interest and tax ( EBIT ), and holding all other inputs constant, a variance in forecast EBIT would have the following effect on the contingent payment. 31 December Variance + / - Increase Decrease June 2015 Forecast EBIT* 5% *(Level 3: unobservable inputs for the liability) Birchman In October 2013, the Group acquired 100% of the shares in The Birchman Group Asia Pacific Pty Ltd and its controlled entities ( Birchman ) for $25,000,000, comprising of an up-front payment of $12,500,000 in cash and two contingent payments conditional on profit performance over a two year period. The first contingent payment of $7,500,000 was paid after the end of the current reporting period, based on the business achieving its first year profit target. The second contingent payment of $5,000,000 has been provided for and may be payable in January 2016, based on the business achieving its second year profit target. A further contingent payment capped at $5,000,000 has also been provided for and may be payable in January 2016, based on the business exceeding the two year profit target. Contingent consideration payable is a financial liability and its fair value is the present value of the expected contingent consideration payments as outlined above. The amount payable is sensitive to forecast earnings before interest and tax ( EBIT ), and holding all other inputs constant, a variance in forecast EBIT would have the following effect on the contingent payment. 31 December Variance + / - Increase Decrease October 2015 Forecast EBIT* 5% *(Level 3: unobservable inputs for the liability) Appendix 4D 31 December 13

16 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 8. Other assets 31 December 30 June Current Prepayments 4,344 2,389 Finance lease receivables (1) Other current assets ,068 2,568 Non-current Finance lease receivables (1) 1,474-1,474 - (1) Finance lease receivables are a component of back-to-back lease arrangements relating to equipment associated with certain managed services contracts. 9. Intangible assets Goodwill Customer contracts and Other Total relationships Cost Balance at 1 July , ,481 Acquisition through business 42,372 3, ,325 combinations Additions Balance at 31 December ,853 3, ,809 Balance at 1 July 444,235 3, ,191 Balance at 31 December 444,235 3, ,191 Amortisation and impairment losses Balance at 1 July 2013 (333,191) - - (333,191) Amortisation for the period - (306) - (306) Balance at 31 December 2013 (333,191) (306) - (333,497) Balance at 1 July (333,191) (678) - (333,869) Amortisation for the period - (371) - (371) Balance at 31 December (333,191) (1,049) - (334,240) Carrying amounts Balance at 1 July , ,290 Balance at 31 December ,662 3, ,312 Balance at 1 July 111,044 3, ,322 Balance at 31 December 111,044 2, ,951 Appendix 4D 31 December 14

17 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 10. Loans and borrowings 31 December 30 June Current Unsecured bank loan 4,970 4,946 Secured finance lease liabilities (1) ,506 5,403 Non-current Unsecured bank loan 1,247 3,735 Secured finance lease liabilities (1) 1,370 1,451 2,617 5,186 (1) Secured by the leased assets terms vary between 1 to 4 years. The Group entered into a $12.5 million unsecured bank loan facility in October 2013 to fund the up-front payment of the Birchman acquisition. The facility has a 3 year amortising term. The facility is repayable on a quarterly basis and cannot be re-drawn once repayments have been made. In addition, the Group has a 3 year multi-option working capital facility of $10 million. The facility is non-amortising, unsecured and was undrawn at 31 December. Financing facilities 31 December 30 June Total facilities available Unsecured bank loan facility 6,250 8,750 Unsecured working capital facility 10,000 10,000 Bank indemnity/guarantee facility 4,772 4,772 21,022 23,522 Facilities used at balance date Unsecured bank loan facility 6,250 8,750 Unsecured working capital facility - - Bank indemnity/guarantee facility 2,712 2,927 8,962 11,677 Facilities not utilised at balance date Unsecured bank loan facility - - Unsecured working capital facility 10,000 10,000 Bank indemnity/guarantee facility 2,060 1,845 12,060 11,845 During the period, the Group made total repayments of $2.5 million with respect to the unsecured bank loan facility. Appendix 4D 31 December 15

18 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 11. Other liabilities 31 December 30 June Current Revenue received in advance 1,663 2,157 Contingent consideration 15,404 11,920 Provisions Other ,851 14,264 Non-current Accrued rent 1,550 1,633 Contingent consideration 9,805 16,491 11,355 18, Equity Dividends The following dividends were declared and paid by the Group during the six months ended 31 December: Cents per share Total amount Percentage franked Date of payment Final ordinary 7.5 5, % 24 October 2013 Final 2013 ordinary , % 25 October 2013 Franked dividends declared or paid during the period were franked at the tax rate of 30%. On 19 February 2015, the directors declared an interim 2015 ordinary (fully franked) dividend of 7.0 cents per share ($4.9 million total) to be paid on 10 April The financial effect of this interim dividend has not been brought to account in the financial statements for the six months ended 31 December and will be recognised in subsequent financial statements. Shares cancelled under share buy-back 76,520 ($259,100) ordinary shares were cancelled during the six months ended 31 December, as a result of the on-market share buy-back that commenced on 13 June. Appendix 4D 31 December 16

19 CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 13. Subsequent events On 2 February 2015, Ms Jackie Korhonen commenced as CEO, following the retirement of Mr Thomas Stianos on 30 January The Board has made a payment of $641,666 to Mr Stianos on his retirement. This payment is in addition to statutory and any short-term incentive entitlements. All outstanding long-term incentive performance rights relating to Mr Stianos lapsed on his retirement. A contingent consideration payment relating to the Birchman acquisition of $7,500,000 (which was provided for at 31 December ) was paid after the end of the current reporting period, based on the business achieving its first year profit target. Other than the above, no matter or circumstance has arisen since 31 December that has significantly affected, or may significantly affect: (a) The Group s operations in future financial years; or (b) The results of those operations in future financial years; or (c) The Group s state of affairs in future financial years. Appendix 4D 31 December 17

20 Directors Declaration In the opinion of the directors of SMS Management & Technology Limited: (a) the consolidated interim financial statements and notes that are set out on pages 6 to 17 are in accordance with the Corporations Act 2001, including: (i) giving a true and fair view of the Group s financial position as at 31 December and its performance for the six months ended on that date; and (ii) complying with Australian Accounting Standards AASB 134 Interim Financial Reporting and the Corporations Regulations 2001; and (b) there are reasonable grounds to believe that the Group 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. Derek Young Chairman Bruce Thompson Director Signed at Melbourne on this 19th day of February 2015 Appendix 4D 31 December 18

21 Independent auditor s review report to the members of SMS Management & Technology Limited Report on the financial report We have reviewed the accompanying interim financial report of SMS Management & Technology Limited, which comprises the consolidated interim statement of financial position as at 31 December, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the interim period ended on that date, notes 1 to 13 comprising a summary of significant accounting policies and other explanatory information and the directors declaration of the Group comprising the company and the entities it controlled at the half-year s end or from time to time during the interim period. Directors responsibility for the interim financial report The directors of the company are responsible for the preparation of the interim 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 interim 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 interim 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 interim 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 and its performance for the interim period ended on that date; and complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations As auditor of SMS Management & Technology Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of an interim 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. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss cooperative. Liability limited by a scheme approved under Professional Standards Legislation.

22 ABCD Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial report of SMS Management & Technology Limited 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 and of its performance for the interim period ended on that date; and (b) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations KPMG Penny Stragalinos Partner Melbourne 19 February