Half-Year Report. Empired Limited and its Controlled Entities Interim Financial report for the Half Year ended 31st December 2013 ABN

Transcription

1 CRM Information Management Big Data Managed Services Mobility Cloud Business Intelligence Collaboration Security Sharepoint Half-Year Report Empired Limited and its Controlled Entities Interim Financial report for the Half Year ended 31st December 2013 ABN

2 Contents CORPORATE DIRECTORY... 3 DIRECTORS REPORT... 4 STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME... 6 STATEMENT OF FINANCIAL POSITION... 7 STATEMENT OF CASH FLOWS... 8 STATEMENT OF CHANGES IN EQUITY... 9 NOTES TO THE FINANCIAL STATEMENTS BASIS OF PREPARATION OF HALF-YEAR REPORT REVENUES EXPENSES INCOME TAX CASH AND CASH EQUIVALENTS RESERVES INTANGIBLE ASSETS CONTINGENT LIABILITIES BUSINESS COMBINATIONS SUBSEQUENT EVENTS DIRECTORS DECLARATION AUDITOR S INDEPENDENCE DECLARATION INDEPENDENT REVIEW REPORT

3 CORPORATE DIRECTORY Directors Mel Ashton (Chairman) Richard Bevan (Non-Executive Director) John Bardwell (Non-Executive Director) Russell Baskerville (Managing Director & CEO) Registered Office Level 13 Septimus Roe Square 256 Adelaide Terrace PERTH WA 6000 Telephone No: Fax No: Company Secretary Mark Waller Legal Advisers Jackson McDonald Lawyers 140 St Georges Terrace PERTH WA 6000 Company Number Auditors A.C.N: Grant Thornton Audit Pty Ltd Level 1, Country of Incorporation 10 Kings Park Road Australia WEST PERTH WA 6005 Company Domicile and Legal Form Empired Limited is the parent entity and an Australian Company limited by shares Principal Place of Business Perth Level 13 Septimus Roe Square 256 Adelaide Terrace PERTH WA 6000 Telephone No: Fax No: Share Register Computershare Investor Services Pty Ltd Level 2, 45 St Georges Terrace Perth WA 6000 Melbourne Level 5, 257 Collins Street MELBOURNE VIC 3000 Telephone No: Fax No: Website 3

4 DIRECTORS REPORT The directors present their interim report together with the consolidated half year financial report of Empired Limited ( the Company ) and its controlled entities, for the half-year ended 31 December 2013 Directors Names The names of the company s directors in office during the year and until the date of this report are as below. Directors were in office for this entire period unless otherwise stated. Mel Ashton (Chairman) Richard Bevan (Non-executive Director) John Bardwell (Non-executive Director) Russell Baskerville (Managing Director) Review of Results & Operations Revenue in the business for the half-year was $28.9M (2012: $24.2M) representing an increase of 19.8% on the same period in the preceding half-year. Consolidated net loss after tax for the half-year was $ (36,882) (2012: $640,876 profit). On the 30th of September 2013 Empired Limited ("Empired") acquired 100% of the shares in OBS Pty Ltd. Please refer to note 9 for further information. Dividends The directors of Empired Limited have not declared a dividend for the half year ended 31 December The company paid a full year dividend of $0.005 per ordinary share. Options During the course of the half year no share options were granted under the Company s Employee and Executive Share Option Plans. Performance Rights During the course of the half year 900,000 performance rights were granted to Mr Russell Baskerville as approved at the Company s AGM on the 29 th of November On the 1 st October, 2013, 320,000 performance rights were granted to Mr. Andy Neumann as part of the acquisition of OBS Pty Limited On the 1 st October, 2013, 320,000 performance rights were granted to Mr. Ben Shapiro as part of the acquisition of OBS Pty Limited Auditor's independence declaration to the directors of Empired Limited The directors have received an Independence Declaration from Grant Thornton the auditors of Empired Limited and it is included in this Interim Financial Report. 4

5 DIRECTORS REPORT (continued) Indemnification of Officers and Directors The Directors, Secretary and certain former directors of Empired Limited have been indemnified by the company in respect of their potential liability to third parties. Signed in accordance with a resolution of directors. Russell Baskerville Managing Director Perth, 25 February

6 Statement of Profit or Loss and Comprehensive Income Notes Consolidated Consolidated 6 months to 6 months to 31 December 31 December $ $ Revenue 2 28,968,032 24,208,557 Cost of sales (20,322,900) (17,664,361) Gross profit 8,645,132 6,544,196 Other Income 2 45,541 28,210 Legal expenses (14,943) (3,336) Marketing expenses (84,782) (50,912) Occupancy expenses (1,011,293) (590,686) Employee expenses (4,727,427) (3,172,596) Finance expenses (351,678) (246,716) Amortisation expenses (69,458) (46,680) Depreciation expenses (849,973) (465,612) Other expenses 3 (1,204,542) (863,056) Acquisition transaction costs (481,409) (322,024) (Loss) / Profit before income tax expense (104,832) 810,788 Income tax benefit / (expense) 4 67,950 (169,912) (Loss) / Profit after income tax expense for the half-year (36,882) 640,876 Other comprehensive income - - Other comprehensive income for the halfyear, net of income tax - - Total comprehensive income / (loss) for the half-year (36,882) 640,876 Earnings / (loss) per share (cents per share): Basic (loss) / earnings per share (0.05) 1.05 Diluted (loss) / earnings per share (0.04)

7 The accompanying notes form part of this financial report. Statement of Financial Position AS AT 31 DECEMBER 2013 Consolidated Consolidated Notes 31 December June 2013 $ $ ASSETS Current Assets Cash and cash equivalents 5 8,221,383 2,085,913 Trade and other receivables 11,547,224 5,841,882 Work In Progress 3,500,174 1,601,992 Other current assets 511,849 1,199,811 Total Current Assets 23,780,630 10,729,598 Non-Current Assets Plant and equipment 10,010,587 7,999,000 Intangible assets 7 25,195,674 11,661,706 Deferred tax asset 4 2,092, ,400 Total Non-current assets 37,298,352 20,526,106 TOTAL ASSETS 61,078,982 31,255,704 LIABILITIES Current Liabilities Trade and other payables 5,338,489 6,774,157 Unearned Revenue 2,115, ,114 Financial liabilities 6,263,211 1,874,360 Provisions 2,105,839 1,214,823 Total Current Liabilities 15,823,431 10,271,454 Non-current Liabilities Financial liabilities 12,109,887 4,010,807 Provisions 475, ,374 Deferred tax liability 4 2,353,166 1,622,118 Total Non-current Liabilities 14,938,317 5,805,299 TOTAL LIABILITIES 30,761,748 16,076,753 NET ASSETS 30,317,234 15,178,951 EQUITY Issued capital 24,109,321 8,779,678 Share option reserves 646, ,126 Retained profits 5,561,675 5,938,147 TOTAL EQUITY 30,317,234 15,178,951 The accompanying notes form part of this financial report. 7

8 Statement of Cash Flows Consolidated 6 months to Consolidated 6 months to 31 December December 2012 Note $ $ Cash flows from operating activities Receipts from customers 27,198,830 25,771,318 Payments to suppliers and employees (27,563,915) (23,630,625) Cash generated from operations (365,085) 2,140,693 Borrowing costs (333,345) (204,725) Income tax paid (117,202) (367,891) Interest received 45,541 28,018 Net cash flows (used in) / from operating activities (770,091) 1,596,095 Cash flows from investing activities Purchase of plant and equipment (2,080,748) (2,530,623) Purchase of subsidiary, net of cash acquired (16,003,126) (3,361,823) Net cash flows (used in) investing activities (18,083,874) (5,892,446) Cash flows from financing activities Repayment of short term loans (1,376,692) (485,899) Payment of capital raising costs (850,077) (19,760) Proceeds from issue of shares 16,170,000 1,080,000 Payment of dividend (339,591) - Payment of finance lease liabilities (430,247) (347,905) Proceeds from borrowings 11,816,042 3,852,402 Net cash flows from financing activities 24,989,435 4,078,838 Net increase / (decrease) in cash and cash equivalents 6,135,469 (217,513) Cash and cash equivalents at beginning of period 2,085,913 1,393,717 Cash and cash equivalents at end of period 5 8,221,382 1,176,204 The accompanying notes form part of this financial report. 8

9 Statement of Changes in Equity Half Year Ended 31 December 2013 CONSOLIDATED Note Issued Option Capital Retained Earnings Reserve Total Equity $ $ $ $ Balance at 1 July ,779,678 5,938, ,126 15,178,951 Total comprehensive income for the period - (36,882) - (36,882) Cost of share-based payments (840,357) - 185,112 (655,245) Options exercised 670, ,000 Issue of shares 15,500, ,500,000 Dividends Paid - (339,590) - (339,590) Balance at 31 December ,109,321 5,561, ,238 30,317,234 Half Year Ended 31 December 2012 CONSOLIDATED Balance at 1 July ,456,310 4,388, ,336 11,251,954 Total comprehensive income for the period - 640, ,876 Cost of share-based payments (19,760) - 27,188 7,428 Options exercised 1,080, ,080,000 Issue of shares 1,250, ,250,000 Balance at 31 December ,766,550 5,029, ,524 14,230,258 The accompanying notes form part of this financial report. 9

10 Notes to the Financial Statements 1 BASIS OF PREPARATION OF HALF-YEAR REPORT This general purpose financial report for the interim half-year reporting period ended 31 December 2013 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Act 2001, Australian Accounting Interpretations and other authoritative pronouncements of the Australian Accounting Standards Board. This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2013 and any public announcements made by Empired Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting date except for the adoption of the following new and revised Accounting Standards. Reporting Basis and Conventions The half-year report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. Key Assumptions Impairment Indicators of impairment were not identified and no impairment testing was performed. Segment Information The Group adopted the AASB 8 Operating Segments with effect from 1 July The Group has more than one reportable operating segment identified by and used by the Chief Executive Officer (chief operating decision maker) in assessing the performance and determining the allocation of resources. The Group however has aggregated the segments in accordance with the aggregation criteria of AASB 8. During the half-year the Group had reliance on one customer whose revenues represent 12.2% of the revenue of the Group. 10

11 Notes to the Financial Statements (continued) 2 REVENUES Sales Revenue CONSOLIDATED CONSOLIDATED 31 December December 2012 $ $ Services 28,968,032 24,208,557 Other Revenue Interest 45,212 28,017 Other ,541 28,210 29,013,573 24,236,767 3 EXPENSES Profit before income tax includes the following specific expenses: Insurance 101,359 86,073 Travel 249, ,296 Administration 180, ,057 Other 673, ,630 4 INCOME TAX 1,204, ,056 CONSOLIDATED 31-Dec-13 CONSOLIDATED 31-Dec-12 (a) Income tax (benefit) / expense The major components of income tax are: Current income tax charge - (486,935) Deferred income tax relating to origination and reversal of temporary differences 11, ,126 Overprovision in respect of prior years (79,081) (3,279) Income tax (benefit) / expense reported in income statement (67,950) 169,912 (b) Amounts charged or credited other than to income tax expense Capital raising transaction costs (11,261) 2,843 (11,261) 2,843 11

12 Notes to the Financial Statements (continued) 4 INCOME TAX (continued) (c) Amounts charged or credited to Goodwill on acquisition Deferred tax assets recognized on acquisition (391,824) 72,526 (391,824) 72,526 (d) Reconciliation between aggregate tax expense recognised in the statement of comprehensive income and tax expenses calculated per the statutory income tax rate CONSOLIDATED CONSOLIDATED 31-Dec Dec-12 $ $ Profit before income tax (104,832) 810,788 Prima facie tax on operating profit calculated at 30% (31,450) 243,237 Add tax effect of: Non-deductible expenses 131,938 67,215 Prior year adjustment 3,204 - R&D permanent benefit 10% rate differential (92,561) (137,261) Share based payments - Prior year under/over provision (79,081) (3,279) Income tax expense / (benefit) (67,950) 169,912 (e) Recognised deferred tax assets and liabilities Deferred income tax balances at 31 December 2013 relate to the following: CONSOLIDATED CONSOLIDATED 31-Dec Jun-13 $ $ Deferred Tax Liabilities Work in progress 1,050, ,598 Fixed assets 1,302,785 1,141,076 Accrued Interest Gross deferred tax liabilities 2,353,166 1,622,118 12

13 Notes to the Financial Statements (continued) 4 INCOME TAX (continued) (e) Recognised deferred tax assets and liabilities (continued) Deferred Tax Assets Provisions 968, ,139 Equity raising costs 34,344 39,789 Borrowing costs 27,763 20,662 s costs 8,317 5,334 Tax Offsets 422, ,476 Carried Forward Tax losses 629,618 - Intangible Assets Gross deferred tax assets 2,092, ,400 (e) Tax consolidation Effective 1 July 2002, for the purposes of income taxation, Empired Limited and its 100% subsidiaries formed a tax consolidated group. The head entity of the consolidated group is Empired Limited. The head entity is responsible for tax liabilities of the group. Intra group transactions are ignored for tax purposes and there is a single return lodged on behalf of the group. Empired Limited formally notified the Australian Taxation Office of its adoption of the tax consolidation regime upon lodgement of its 30 June 2003 consolidated tax return. There was a tax funding agreement formalised at 30 June Under this tax funding agreement Empired Limited is responsible for the tax liabilities of the group. 5 CASH AND CASH EQUIVALENTS Reconciliation of cash and cash equivalents For the purposes of the cash flow statement, cash includes cash on hand and cash in banks. Cash at the end of the half year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows: Note 31 December June 2013 Term Deposit 572,577 1,650,890 Cash Assets 7,648, ,023 Net cash and cash equivalents 8,221,383 2,085,913 The term deposits held are restricted by bank guarantees held by the Company in relation to some of its rental premises (note 8). 13

14 Notes to the Financial Statements (continued) 6 RESERVES CONSOLIDATED 31 December June 2013 $ $ Option reserve 646, ,126 Share Options No. No. Movement in options on issue Balance at beginning of period 3,050,000 3,250,000 Options expired/forfeited Executive options Sales executive options (200,000) Options exercised Executive options (2,150,000) Options granted Executive options Balance at end of period 900,000 3,050,000 Performance Rights No. No. Movement in performance rights on issue Balance at beginning of period 1,350,000 0 Performance rights expired/forfeited Executive performance rights Performance rights exercised Executive performance rights Performance rights granted Executive performance rights 900,000 1,350,000 Purchaser performance rights 640,000 Balance at end of period 2,890,000 1,350,000 During the course of the half year 900,000 performance rights were granted to Mr Russell Baskerville as approved at the Company s AGM on the 29 th of November On the 1 st October, 2013, 320,000 performance rights were granted to Mr. Andy Neumann as part of the acquisition of OBS Pty Limited On the 1 st October, 2013, 320,000 performance rights were granted to Mr. Ben Shapiro as part of the acquisition of OBS Pty Limited The fair value of options granted are estimated as at the date of grant using the Black Scholes model, taking into account the terms and conditions upon which the options were granted. 14

15 Notes to the Financial Statements (continued) 7 INTANGIBLE ASSETS 31 December June 2013 $ $ Goodwill Cost 24,821,417 11,296,386 Accumulated impaired losses - - Net carrying value 24,821,417 11,296,386 Other intangible assets Cost 324, ,303 Amortisation (56,920) (35,576) Net carrying value 267, ,727 Software Cost 309, ,596 Amortisation (206,615) (158,503) Accumulated impaired losses Net carrying value 103, ,093 IP Cost 3,500 3,500 Accumulated impaired losses - - Net carrying value 3,500 3,500 Total intangibles 25,195,674 11,661,706 During the period intangibles allocated as other were recognised as part of the acquisition of OBS Pty Limited. Refer to note 9 Acquisitions for more information. 15

16 Notes to the Financial Statements (continued) 7 INTANGIBLE ASSETS (Continued) Goodwill Other Software IP Total Year end 31 December 2013 Balance at the beginning of the year 11,296, , ,093 3,500 11,661,706 Additions 13,525,031 75,021 3,371-13,603,423 Disposals Amortisation charge - (21,344) (48,111) - (69,455) Impairment losses ,821, , ,353 3,500 25,195,674 Closing value at 31 December 2013 Year end 30 June 2013 Balance at the beginning of the year 3,948, ,694 3,500 4,170,958 Additions 7,347, ,303 23,611-7,620,536 Disposals Amortisation charge (35,576) (94,212) - (129,788) Impairment losses ,296, , ,093 3,500 11,661,706 Closing value at 30 June CONTINGENT LIABILITIES The company has in place term deposit backed bank guarantees in relation to rental premises listed below CONSOLDATED CONSOLIDATED 31 December December 2012 $ $ Bank Guarantee 1,013, ,603 Rental Premises: Level 13, 256 Adelaide Terrace, Perth, WA 6000 Level 5, 257 Collins Street, Melbourne, VIC 3000 Level 4, 110 William Street, Perth, WA 6000 Suite 11A, Level 11, 79 Adelaide Street, Brisbane, QLD 4000 Level 2, 8 Leigh Street, Adelaide, SA 5000 Level 9, 37 York Street, Sydney, NSW 2000 Level 2, 1292 Hay Street, West Perth, WA 6005 Level 9, 451 Little Bourke Street, Melbourne, VIC

17 Notes to the Financial Statements (continued) 9 BUSINESS COMBINATIONS On the 1 st of October 2013 Empired Limited acquired 100% of the shares in national IT consulting services provider OBS Pty Ltd ( OBS ) for $17.8 million. OBS which is one of the most highly regarded Microsoft partners in Australia is a major provider of Microsoft Enterprise Content Management ( ECM ) services to the Australian market. In addition, OBS, which employs 148 staff, provide a broad range of Microsoft application consulting services that will significantly enhance Empired s existing Microsoft application services capability. These services are complementary to the range of application and consulting related services acquired through the acquisition of Conducive Pty Ltd last year. Empired intends to leverage the enhanced capability to target large multi-million dollar application managed services contracts. OBS operate in 5 major capital cities across Australia (VIC, NSW, QLD, SA & WA) and provide strong relationships and access to a significant number of large corporate and government clients across Australia. Under the terms of the transaction, Empired will pay a purchase price of $15 million to the vendor of OBS. The purchase price will be satisfied through a one off cash payment funded through a combination of debt and equity. Empired has mitigated trading risks through a performance guarantee whereby Empired may be entitled to be repaid up to $2.25m depending upon OBS s FY14 EBITDA performance. The vendor may earn up to an additional $1m in each of FY14 and FY15 subject to meeting certain EBITDA performance criteria ensuring strong alignment and incentive of the vendor and Empired. The acquisition had the following effect on the consolidated entity's assets and liabilities: Fair Value ($) Net tangible assets acquired Cash Receivables Work in progress Other assets Property, plant and equipment Deferred tax assets Trade and other payables Deferred revenue Employee liabilities Provisions Net tangible assets acquired 1,578,978 4,159, , , , ,824 (1,360,089) (610,936) (1,381,049) (48,247) 4,384,282 Other identifiable assets acquired Customer relationship Goodwill Net assets acquired Acquisition costs expensed to profit and loss 75,020 75,020 13,525,030 17,984, ,409 17

18 Notes to the Financial Statements (continued) 9 BUSINESS COMBINATIONS (continued) Cash used to acquire the business, net of cash acquired: 2013 ($) Acquisition date fair value of total consideration Less: Deferred payments Performance rights issued as consideration Cash equivalents 17,984,332 (2,000,000) (145,230) (1,578,978) Net cash used 14,260,126 18

19 Notes to the Financial Statements (continued) 10 SUBSEQUENT EVENTS No matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. 19

20 DIRECTORS DECLARATION In the opinion of the directors: (a) The financial statements and notes of the consolidated entity 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 2013 and of performance for the half year ended on that date; and (ii) complying with the disclosure requirements of Accounting Standard AASB134 Interim Financial Reporting. (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. Signed in accordance with a resolution of directors made pursuant to section 303(5) of the Corporations Act 2001 On behalf of the Board Russell Baskerville Managing Director Perth, 25 February

21 Grant Thornton Audit Pty Ltd ACN Level 1 10 Kings Park Road West Perth WA 6005 Correspondence to: PO Box 570 West Perth WA 6872 T F E info.wa@au.gt.com W Auditor s Independence Declaration To The Directors of Empired Ltd In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Empired Ltd for the half-year ended 31 December 2013, I declare that, to the best of my knowledge and belief, there have been: a b no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and no contraventions of any applicable code of professional conduct in relation to the review. GRANT THORNTON AUDIT PTY LTD Chartered Accountants C A Becker Partner - Audit & Assurance Perth, 25 February 2014 Grant Thornton refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another s acts or omissions. In the Australian context only, the use of the term Grant Thornton may refer to Grant Thornton Australia Limited ABN and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies. 21

22 Grant Thornton Audit Pty Ltd ACN Level 1 10 Kings Park Road West Perth WA 6005 Correspondence to: PO Box 570 West Perth WA 6872 T F E info.wa@au.gt.com W Independent Auditor s Review Report To the Members of Empired Ltd We have reviewed the accompanying half-year financial report of Empired Ltd ( Company ), which comprises the consolidated financial statements being the statement of financial position as at 31 December 2013, and the statement of profit and loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a statement or description of accounting policies, other explanatory information and the directors declaration of the consolidated entity, comprising both the Company and the entities it controlled at the half-year s end or from time to time during the half-year. Directors responsibility for the half-year financial report The directors of Empired Ltd are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express a conclusion on the consolidated half-year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Empired Ltd consolidated entity s financial position as at 31 December 2013 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 As the auditor of Empired Ltd, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. Grant Thornton refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another s acts or omissions. In the Australian context only, the use of the term Grant Thornton may refer to Grant Thornton Australia Limited ABN and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited. Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies. 22

23 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. Independence In conducting our review, we complied with the independence requirements of the Corporations Act Conclusion Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Empired Ltd is not in accordance with the Corporations Act 2001, including: a giving a true and fair view of the consolidated entity s financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and b complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations GRANT THORNTON AUDIT PTY LTD Chartered Accountants C A Becker Partner - Audit & Assurance Perth, 25 February