ASG GROUP LIMITED ASX ANNOUNCEMENT: H1 RESULTS RELEASE DATE: 28 TH FEBRUARY 2012 ASG GROUP DELIVERS SOLID GROWTH ACROSS ALL KEY FINANCIAL INDICATORS Financial Highlights: Revenue of $76.04 million, an increase of 2.7% on the prior corresponding period (pcp) EBITDA up more than 17.7% to $14.36 million NPAT of $7.19 million up 18% Fully franked interim dividend of 2.0 cents per share Operational Highlights: Solid pipeline of qualified opportunities Underlying organic growth in tight market Data centre officially opened in the half, with one of the World s largest mining companies to take a large footprint during the second half of FY12 ASG Group s enhanced business model and end to end service model gaining traction following successful integration of acquisitions ASG Group s Cloud applies across nearly the whole ASG offering and is experiencing rapid adoption and growth rates ASG Group committed to long term plan of winning $100 million plus contracts IT Services provider ASG Group (ASX: ASZ) has recorded a solid interim result for the period ending 31 December 2011, delivering NPAT of $7.19 million on revenue of $76.04 million. The result saw solid financial performance across all key indicators in a challenging market. ASG Group delivered revenue of $76.04 million representing an increase of 2.7% on the pcp. EBITDA grew to $14.36 million up 17.7% on the prior corresponding period, with EBITDA margins also improved at 18.9%. NPAT increased 18.1% to $7.19 million from $6.09 million in the pcp. 1
As consistently reported by other Australian IT Services providers, the first half of FY2012 has been difficult from an economic viewpoint, with clients commonly holding back on new projects and capital expenditure. Despite these market conditions, ASG s integrated business model continued to drive profits from its bank of long term contracts. We expect ASG s integrated business model to continue to support underlying results until a consistent recovery emerges in the non-mining sector. Operating cash flow was positive despite more than $6 million in overdue debts from blue chip corporate, Federal and State Government debtors not being paid at 31 December 2011, reflecting the usual seasonal profile of lower collections at the half year mark. These outstanding balances have all now been received. Operating cash flow position is indicative of the seasonality of ASG s business and the nature of ASG s client base, with debtor days typically spiking in the first half. As achieved in prior years, ASG expects a strong result at year end. In addition, the cashflow position (and the overall result) has been impacted by operational costs of running the Data Centre incurred in advance of receiving Data Centre revenue and from costs incurred in two extended project bid processes where ASG Group was shortlisted in the final two but ultimately unsuccessful. ASG maintained its tight control on costs with its most significant expense, employee benefits, remaining stable as a percentage of revenue during the period compared to the prior year. ASG Group recorded Earnings Per Share (EPS) of 4.19 cents per share, up 3.5% on 4.05 cents in the pcp. The Directors of ASG Group declared a fully franked interim dividend of 2.0 cents per share payable on 16 April 2012. Growth in all key financial indicators demonstrates the effectiveness of ASG s business growth strategy and ASG s newly enhanced business model despite the difficult economic environment. Operations Operationally, ASG is pleased with the successful integration of its acquired businesses and its expanded portfolio of product and service offerings has seen ASG successful in winning business in new target areas. ASG has received positive feedback from clients on its ability to provide an end to end service which has been highlighted as a key determinant in ASG being awarded contracts. ASG has identified a solid pipeline of qualified opportunities that is expected to complement the Company s bank of contracted business and recurring revenue base in the coming years. The Company s enhanced business model puts it in a unique position to compete with and beat Foreign Service providers to win contracts in the $100 million plus band from FY13. The breadth and depth of ASG s product and service offerings will ensure an increase in conversion of these identified opportunities into new contracts. ASG s Data Centre was officially opened during the half and management is pleased with current demand. ASG Group expects its Data Centre to continue to differentiate the ASG Group and following the migration of one of the World s largest mining companies in to the Data Centre (scheduled to be completed during 2H FY12) the ASG Group aims to have 10 15% capacity for future strategic managed services. ASG s investments in 2
infrastructure, service management and people have positioned the Company well to take advantage of increasing client demands for new services such as the ASG Cloud. The Company is experiencing rapid adoption of its Cloud based services including Infrastructure and Application as service offerings for Oracle and SAP in mining, government and commercial sectors and Platform as a Service offering in the financial services sector. Our long term strategy includes increasing our controlled Data Centre capacity, consolidating our position as the sole Australian supplier to address and keep pace with customer demand for secure managed services and Cloud Computing with on-shore data sovereignty. The ASG Cloud offering demonstrates the benefits of the enhanced business model. ASG has a strong pipeline, and expect continued customer demand will see a move to mainstream adoption into FY13 and beyond. Outlook ASG Group has produced solid underlying growth in all key financial indicators, highlighting the effective implementation of the Company s acquisition and growth strategy. The outlook for ASG s operational and financial performance in this challenging environment is positive. ASG has identified a pipeline of qualified opportunities in new target business areas and expects to leverage its unique position as a domestic managed services provider to compete and win contracts from Foreign Service providers in the coming year. The ASG Cloud Strategy will further differentiate ASG from its peers as a leading domestic IT service provider underpinning expected further earnings growth. ASG s experience in delivering multi-tenanted, enterprise application services to large government and commercial enterprises puts the Company in a unique position to be the leading provider of end-to-end cloud technology. The Company s breadth and depth of offerings currently in place, as well as an ability to rapidly bring new services to market on a secure enterprise platform keeping all data within Australia will ensure it is a first choice service provider. ASG expects a continued revenue growth in the second half compared to pcp, as the outlook for the IT service industry improves. ASG Group Managing Director Geoff Lewis was pleased with the interim result that demonstrates the effectiveness of the Company s acquisitions and growth strategy. Thanks to the professionalism and dedication of our employees we have achieved a solid result in difficult market conditions said Mr. Lewis. The growth in all key financial indicators achieved in the period shows the breadth and depth of our expanded portfolio of products and services. It is great to be seeing the benefits of our long-term strategy paying off and we remain committed to our enhanced business model. I am really looking forward to demonstrating our strength in areas such as Cloud Computing. Our ability to provide the entire solution and with a differentiated offering is exciting and puts us in a great position to deliver our Federal Government strategy. 3
With an increased focus on cash flow and capital management in the next half, I am confident we will continue to produce revenue and profit growth in the second half of the year, 2013 and beyond. ENDS Contact: Geoff Lewis Chief Executive Officer ASG Group Limited (08) 9420 5420 Stuart Whipp Chief Financial Officer ASG Group Limited (03) 8598 5540 Rachel Cooper FTI Consulting (08) 9386 1233 4
Appendix 4D Half Year Report to the Australian Stock Exchange Name of Entity ASG Group Ltd ABN 57 070 045 117 Half Year Ended 31 December 2011 Previous Corresponding Reporting 31 December 2010 Period Results for Announcement to the Market $ 000 Percentage increase /(decrease) over previous corresponding period Revenue from ordinary activities 76,036 2.7% Profit / (loss) from ordinary activities after tax 7,189 18.1% attributable to members Net profit / (loss) for the period attributable to members 7,189 18.1% Dividends (distributions) Amount per security Franked amount per security Final Dividend Nil Nil Interim Dividend 2.0 cents 100% Record date for determining entitlements to 02 April 2012 the dividends (if any) Total issued and paid up ordinary shares 171,456,889 Brief explanation of any of the figures reported above necessary to enable the figures to be understood: Revenue for the six months December 2011 was $76.04 million representing an increase of more than 2.7% on the prior corresponding period (pcp). EBITDA grew to $14.36 million representing a 17.7% increase on the pcp. ASG achieved EBITDA margins of 18.9 % an increase of 2.4% on pcp. Employee benefits expense as a percentage of revenue was stable during the period compared to prior period. Reported NPAT was $7.19 million, increasing 18.1% on the pcp. 5
Earnings Per Share (EPS) of 4.19 cents per share was reported up 3.5% on the pcp. Operating cash flow was positive despite more than $6 million in overdue debts from debtors at the end of the period reflecting the usual seasonal profile of lower collections at the half year mark. These outstanding balances have all now been received. Operating cash flow position is indicative of the seasonality of ASG s business and nature of client base, with debtor days typically spiking in the first half. As a result, ASG expect a stronger result in the second half. In addition, the cash flow position (and the overall result) has been impacted by operational costs of running the Data Centre incurred in advance of receiving Data Centre revenue and from costs incurred in two extended project bid processes where ASG Group was shortlisted in the final two but ultimately unsuccessful. ASG s data centre was officially opened in the half with one of the World s largest mining companies to take a large footprint during the second half. ASG is also experiencing rapid adoption and growing demand for its Cloud based services. ASG s outlook is positive and the Company has identified a solid pipeline of qualified opportunities which is expected to supplement the Company s bank of contracted business over the next few years. ASG remains committed to its long term plan to win contracts in the $100 million plus range. The solid result demonstrates the effectiveness of ASG s acquisitions and growth strategy. Management expect that an increased focus on cash flow and capital management will support revenue and profit growth in the second half of FY12 and into FY13. Dividends Date the dividend is payable 16 April 2012 Record date to determine entitlement to the 02 April 2012 dividend Amount per security 2.0 cent Total dividend $3,429,138 Amount per security of foreign sourced N/A dividend or distribution Details of any dividend reinvestment plans Dividend fully eligible DRP discount of in operation 5% will apply The last date for receipt of an election 31 March 2012 notice for participation in any dividend reinvestment plans NTA Backing Net tangible asset backing per ordinary security Current Period N/A Previous corresponding period N/A 6
Audit/Review Status This report is based on accounts to which one of the following applies: (Tick one) The accounts have been audited The accounts have been subject to x review If the accounts are subject to audit dispute or qualification, a description of the dispute or qualification: Attachments Forming Part of Appendix 4D Attachment # Details 1 Half Year Financial Report 2 Review Report Signed By (Director/Company Secretary) Print Name Mr Geoff Lewis Date 28th February 2012 7
ASG Group Limited and its Controlled Entities ACN 070 045 117 INTERIM FINANCIAL REPORT FOR THE PERIOD ENDED 31 DECEMBER 2011
ASG Group Limited and its Controlled Entities ACN 070 045 117 DIRECTORS REPORT Your Directors submit the financial report of the consolidated group for the half-year ended 31 December 2011. DIRECTORS The names of the Directors who held office during or since the end of the half-year: Mr Ronald Baxter Mr Ian Campbell Mr John McConnell Mr Geoff Lewis Mr Trevor O Hoy Review of Operations A review of the operations of the consolidated group during the financial period is set out on pages 5 to 7 of the announcement attached to the Appendix 4D. Events Subsequent to Reporting Date The Board resolved to a pay a 2.0 cent fully franked dividend on the 16 th of April 2012. Auditor s Independence Declaration The Auditor s Independence Declaration on page 22 forms part of the Director s Report for the half-year ended 31 December 2011. Rounding of Amounts The consolidated group has applied the relief available to it in ASIC Class Order 98/100 and accordingly certain amounts in the financial report and the Directors report have been rounded off to the nearest $1,000. Dated at Perth this 28th day of February 2012. Signed in accordance with a resolution of the Directors: Mr Geoff Lewis Director 9
ASG Group Limited and its Controlled Entities ACN 070 045 117 Consolidated Statement of Comprehensive Income For Half Year Ended 31 December 2011 Consolidated Statement of Comprehensive Income December December 2011 2010 Note $ 000 $ 000 Revenue from sale of goods and services 76,036 74,034 Other income 56 59 Change in inventories of finished goods and work in progress 1,957 500 Raw materials and consumables used (5,168) (2,618) Employee benefits expense (55,767) (54,692) Depreciation and amortisation expenses (3,343) (2,577) Finance costs (1,030) (802) Operating lease payments (1,262) (2,075) Deferred Consideration Adjustment 10 1,279 - Other expenses (2,733) (3,007) Profit before income tax expense 10,025 8,822 Income Tax Expense (2,836) (2,734) Net profit and Comprehensive income for the half year attributable to members of ASG Group Limited 7,189 6,087 Cents Cents Basic earnings per share 4.19 4.05 Diluted earnings per share 4.23 4.03 The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 10
ASG Group Limited and its Controlled Entities ACN 070 045 117 Consolidated Statement of Financial Position As at 31 December 2011 Consolidated December 2011 June 2011 (Restated) June 2011 $ 000 $ 000 $ 000 CURRENT ASSETS Cash and Cash Equivalents 351 13,342 13,342 Trade Receivables 33,194 33,380 33,380 Inventories 2,632 1,356 1,356 Other 4,280 3,858 3,858 Current Tax Assets 1,668 150 150 Total Current Assets 42,125 52,086 52,086 NON-CURRENT ASSETS Plant and Equipment 6 27,747 22,750 17,316 Deferred Tax Assets 4,527 5,809 5,809 Investment Using Equity Method 182 182 182 Intangible Assets 7 122,841 123,016 123,016 Total Non-Current Assets 155,297 151,757 146,322 TOTAL ASSETS 197,422 203,843 198,409 CURRENT LIABILITIES Trade Payables 25,204 28,282 28,282 Current Financial Liabilities 7,895 7,819 6,327 Provisions 177 3,530 3,530 Deferred Vendor Payments 10 21,125 450 450 Total Current Liabilities 54,401 40,082 38,589 NON-CURRENT LIABILITIES Financial Liabilities 22,990 22,228 18,559 Provisions 1,554 1,695 1,695 Deferred Vendor Payment 10-22,354 22,354 Deferred Tax Liabilities 9,652 8,572 8,491 Total Non-Current Liabilities 34,196 54,849 51,098 TOTAL LIABILITIES 88,597 94,931 89,687 NET ASSETS 108,825 108,912 108,721 EQUITY Contributed Equity 101,217 99,210 99,210 Retained Earnings 6,214 8,338 8,147 Share Based Payments 1,394 1,364 1,364 TOTAL EQUITY 108,825 108,912 108,721 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 11
ASG Group Limited and its Controlled Entities ACN 070 045 117 Statement of Changes in Equity For the Half-Year Ended 31 December 2011 Contributed Equity Retained Earnings Share Base Payment Reserve Other Reserve s Total Equity $ 000 $ 000 $ 000 $ 000 $ 000 Balance at 1 July 2010 (80,932) (3,502) (1,045) (167) (85,646) Total Comprehensive Profit for the half year - (6,087) - (6,087) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs 9 (14,365) - - (14,365) Issue of Share Capital for Acquisition of Subsidiaries (1,846) (1,846) Dividend Reinvestment Plan (1,240) - - (1,240) Dividends paid 2-7,681-7,681 Cost of share based payments - (110) (110) (17,451) 7,681 (110) (9,880) Balance at 31 December 2010 (98,383) (1,907) (1,155) (167) (101,611) Contributed Equity Retained Earnings Share Base Payment Reserve Other Reserve s Total Equity $ 000 $ 000 $ 000 $ 000 $ 000 Balance at 1 July 2011 (99,210) (8,147) (1,197) (167) (108,721) Adjustment on correction of error (net of tax) 5 (191) (191) Restated total equity at 1 Jul 2011 (99,210) (8,338) (1,197) (167) (108,912) Total Comprehensive Profit for the half year (7,189) (7,189)) Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs - - Issue of Share Capital for Acquisition of - - Subsidiaries Issue of ordinary shares from options (170) (170) Shares issued under dividend reinvestment plan (1,882) (1,882) Dividends paid 2 9,312 9,312 Cost of share based payments (30) (30) Transaction Costs 45 45 (2,007) 9,312 (30) - 7,276 Balance at 31 December 2011 (101,217) (6,214) (1,227) (167) (108,825) The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 12
ASG Group Limited and its Controlled Entities ACN 070 045 117 Consolidated Statement of Cash Flows For the Half-Year Ended 31 December 2011 Consolidated Notes December 2011 $ 000 December 2010 $ 000 CASH FLOWS FROM OPERATING ACTIVITIES Cash receipts from customers 76,230 68,734 Cash payments to suppliers and employees (71,259) (66,587) Interest received 48 49 Payment of interest (1,030) (802) Income tax paid (1,993) (2,033) Net cash (used in)/ provided by operating activities 1,996 (639) CASH FLOWS FROM INVESTING ACTIVITIES Payments for plant, property and equipment (4,621) (3,435) Loss from sale of plant, property and equipment 22 - Payments for Software (762) (2,755) Payments for Development Costs (2,804) (3,240) Payments for Subsidiaries, net of cash acquired (400) (5,326) Net cash used in investing activities (8,565) (14,755) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares 170 15,611 Proceeds from borrowings 4,944 14,682 Repayment of borrowings (3,084) (2,778) Finance lease payments (1,023) (232) Dividend payment (7,430) (7,681) Net cash generated from/(used in) financing activities (6,423) 19,602 Net increase/ (decrease) in cash held (12,992) 4,209 Cash at the beginning of the financial period 13,342 6,770 Cash at the end of the financial period 351 10,979 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 13
ASG Group Limited and its Controlled Entities ACN 070 045 117 Notes to the Consolidated Financial Statements For the Half-Year Ended 31 December 2011 Note 1 Basis of Preparation of Half-Year Financial Report The general purpose financial report for the interim half-year reporting period ending 31 December 2011 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. This interim financial report does not include all the notes of the type normally included in the annual financial report. Accordingly, this financial report is to be read in conjunction with the annual financial report for the year ended 30 June 2011 and any public announcements made by ASG Group Limited during the interim period reporting in accordance with the continuous disclosure requirements of the Corporations Act 2001. The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period. The group has adopted all the new and relevant standards and interpretations issued by Australian Accounting Standards Boards (the AASB) effective for the current annual reporting period. Those new and revised standards that are yet effective did not have material financial impact on the amounts recognised in the financial statements of the Group for the current or prior periods. Note 2 Dividends Half Year Ended 2011 2010 $ 000 $ 000 Dividends paid during the half-year 9,312 7,681 Note 3 Contingent Liabilities At 30 June 2011, ASG recognised a liability for an onerous contract entered into as a result of a dispute and subsequent settlement with a client. It is now the belief of management it is not probable there will be any obligation requiring settlement by ASG even though a possibility exists until 30 June 2012. No amount has therefore been recognised at 31 st December 2011. Note 4 Segment Information Management has determined the operating segments based on the reports that are provided monthly to the executive team, which has been identified as the Chief Operating Decision Maker ( CODM ) of the group. The executive team consists of those personnel responsible for national delivery & sales, operational efficiencies and financial and human resources management. When making strategic and operational decisions and reviewing performance, information reviewed by the executive team may consist of results by cost centre, results by state, results by division, and other information as required for the executive team to make an informed decision. The executive team monitors the group using this variety of information and also by the six geographic regions in which the group operates. As the most consistent breakdown in internal reporting is by division, management have identified the five divisions in which the group operates as individual operating segments within the group. Management has considered the aggregation criteria under AASB 8 Operating Segments and has determined that the group has only one reportable segment as aggregation criteria for these segments have been met. 14
Note 5 Correction of Error, Revision of Estimates and Variation from Preliminary Report In December 2011, ASG Group undertook a detailed review of its leasing contracts and discovered that the terms and conditions of several contracts for the lease of equipment had been misinterpreted. As a consequence, the equipment had been incorrectly accounted for as operating lease rather than as a finance lease. The error had been corrected by restating each of the affected financial statement line items for the prior period as follows: 30 June 2011 Increase/ (Decrease) 30 Jun 2011 (Restated) $'000 $'000 $'000 Balance Sheet (extract) Property, plant and equipment 17,316 5,434 22,750 Current Borrowings (6,327) (1,493) (7,819) Non-current borrowings (18,559) (3,669) (22,228) Deferred Tax Liabilities (8,491) (82) (8,572) Net Assets 108,721 190 108,912 Retained Earnings 8,147 190 8,338 Total Equity 108,721 190 108,912 Income Statement (extract) 2,011 $'000 Profit Increase/ (Decrease) 2011 (Restated) $'000 Depreciation and amortisation expenses (5,790) (71) (5,861) Finance Costs (1,216) (171) (1,387) Operating Lease Payments (3,347) 514 (2,833) Profit Before Income Tax 21,283 272 21,555 Income Tax Expense (5,589) (82) (5,671) Profit for the year 15,693 190 15,883 Basic and diluted earnings per share for the prior period have also been restated. The amount of the correction for both basic and diluted earnings per share was an increase of $ 0.01 cents per share 15
Note 6 Property, plant and equipment Consolidated Leasehold Improvements Plant and Equipment Leased plant and equipment Motor Vehicles Total $'000 $'000 $'000 $'000 $'000 At 1 July 2010 Cost or fair value 2,630 4,404 3,301 1,327 11,662 Accumulated Depreciation (625) (3,617) (2,622) (360) (7,224) Net book amount 2,005 787 679 967 4,438 Year ended 30 June 2011 Opening net book amount 2,005 787 679 967 4,438 Additions 11,855 817 6255 384 19,311 Acquisition through entities acquired 311 311 Depreciation charge (97) (589) (398) (226) (1,310) Closing net book amount 13,763 1,326 6,536 1,125 22,750 At 30 June 2011 Cost or fair Value 14,485 5,532 9,556 1,712 31,284 Accumulated depreciation (722) (4,206) (3,020) (586) (8,534) Net book amount 13,763 1,326 6,536 1,125 22,750 Half-year ended 31 December 2011 Opening net book amount 13,762 1,325 6,536 1,126 22,750 Additions 3,060 1,470 107-4,637 Assets classified as held for sale and other disposals - - - (175) (175) Reclassification of Asset 1,266 1,266 Depreciation charge (205) (249) (301) 25 (730) Closing net book amount 16,617 3,813 6,341 976 27,747 At 31 December 2011 Cost or fair Value 17,544 8,268 9,662 1,536 37,011 Accumulated depreciation (927) (4,455) (3,321) (560) (9,264) Net book amount 16,617 3,813 6,341 976 27,747 Refer to note 5 for explanation of error made in accounting for a leasing contract in previous financial years and retrospective adjustments recognised on 1 July 2010 and 30 June 2011. The amounts disclosed in this note are after these adjustments 16
Note 7 Intangible Assets - Goodwill At 30 June 2011 Consolidated Development Cost Goodwill Capitalised Costs Software Customer List Customer Contracts Total $'000 $'000 $'000 $'000 $'000 $'000 Cost or fair Value 11,971 102,156 24,655 10,128 2,671 1,297 152,878 Accumulated amortisation and impairment (14) (16,597) (9,572) (3,134) (372) (173) (29,862) Net book amount 11,957 85,559 15,083 6,994 2,299 1,124 123,016 Half-year ended 31 December 2011 Opening net book amount 11,957 85,559 15,083 6,994 2,299 1,124 123,016 Additions - - 2,804 761 - - 3,565 Assets classified as held for sale and other disposals - - - - - - - Reclassification of Asset (1,266) (1,266) Amortisation charge - - (1,896) (378) (135) (65) (2,474) Closing net book amount 11,957 85,559 15,991 6,111 2,164 1,059 122,841 At 31 December 2011 Cost or fair Value 11,971 102,156 27,459 9,623 2,671 1,297 155,177 Accumulated depreciation (14) (16,597) (11,468) (3,512) (507) (238) (32,336) Net book amount 11,957 85,559 15,991 6,111 2,164 1,059 122,841 17
Note 8 Subsequent Events The Board resolved to a pay a 2.0 cent fully franked dividend on the 16 th of April 2012. Note 9 Equity Securities Issued Issue of ordinary securities during the half year 2011 2010 2011 2010 $ 000 $ 000 No of shares ( 000) No of shares ( 000) Issue of ordinary shares in relation to Dowling Consulting - 546-417 Issue of ordinary shares in relation to Progress Pacific - 1,300-1,040 Issue of ordinary shares under the Dividend Re-investment Plan 1,882 1,240 2,139 939 Issue of ordinary shares in relation to share placement - 9,666-8,333 Issue of ordinary shares for options converted 170 4,699 200 5,681 2,052 17,451 2,339 16,410 Note 10 Business Combination Adjustments to Business Combinations that relate to Previous Reporting Period On 3 March 2010 the parent entity acquired 100% of the shares in Dowling Consulting Pty Ltd. During the current period, the group paid $250,000 in cash as deferred vendor payment for this acquisition. On 28 April 2010 the group acquired 100% of the shares in Courtland Pty Ltd. During the current period, the group paid $150,000 in cash as deferred vendor payment for this acquisition. As a result of changes in EBIT forecasts for the business combinations, the group has adjusted its initial accounting estimates for deferred vendor payments. This has resulted in a reduction to Deferred Vendor payments for $1,278,612 with a corresponding entry into the profit and loss; see below. Deferred Vendor Payment Liability 30-Jun-11 Movement from change in EBIT Forecast Payments Made During the Period 31-Dec-11 $000 $000 $000 $000 Dowling 1,529 (1,279) (250) - Courtland 450 - (150) 300 Capiotech 13,147 (1,022) - 12,125 Progress Pacific 7,677 1,023 8,700 Total 22,804 (1,279) (400) 21,125 18
The directors of the company declare that; a) The financial statements and notes, as set out on pages 10 to 19 are in accordance with the Corporations Act 2001, including: (i) Complying with Accounting Standard AASB 134 Interim Financial Reporting, the Corporations Regulations 2001, and (ii) Give a true and fair view of the consolidated entity s financial position as at 31 December 2011 and of its performance for the half-year ended on that date. b) In the directors opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. Dated at Perth this 28th day of February 2012. This declaration is made in accordance with a resolution of the Directors: Mr Geoff Lewis Director 19
Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR S REVIEW REPORT TO THE MEMBERS OF ASG GROUP LIMITED Report on the Half-Year Financial Report We have reviewed the accompanying half-year financial report of ASG Group Limited, which comprises the statement of financial position as at 31 December 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors declaration of the consolidated entity comprising the disclosing entity 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 the disclosing entity are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the halfyear financial report that is free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity s financial position as at 31 December 2011 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of ASG Group Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of ASG Group Limited, would be in the same terms if given to the directors as at the time of this auditor s report. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania. 20
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 ASG Group Limited 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 2010 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 2001. BDO Audit (WA) Pty Ltd Brad McVeigh Director Perth, Western Australia Dated this 28 th day of February 2012 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO (Australia) Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO (Australia) Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation (other than for the acts or omissions of financial services licensees) in each State or Territory other than Tasmania. 21
Tel: +8 6382 4600 Fax: +8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia 28 February 2012 ASG Group Limited The Board of Directors Level 1 267 St Georges Terrace PERTH WA 6000 DECLARATION OF INDEPENDENCE BY BRAD MCVEIGH TO THE DIRECTORS OF ASG GROUP LIMITED As lead auditor for the review of ASG Group Limited for the half-year ended 31 December 2011, I declare that to the best of my knowledge and belief, there have been: 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. This declaration is in respect of ASG Group Limited and the entities it controlled during the period. Brad McVeigh Director BDO Audit (WA) Pty Ltd, Perth, Western Australia