23
Ecosave Holdings Ltd ABN 39 099 777 474 Phone: +6 2 9659 7477 [email protected] www.ecosave.com.au Sydney Unit 4 42 Carrington Road Castle Hill NSW 2154 AUSTRALIA Melbourne Unit 3a 34 Redland Drive Mitcham VIC 3132 AUSTRALIA Brisbane Level 27 Santos Place 32 Turbot Street Brisbane QLD 4000 AUSTRALIA Auckland Level 27 Santos Place 32 Turbot Street Auckland 1010 NEW ZEALAND Philadelphia EEBHUB, The Navy Yard 3 Crescent Drive, Suite 110 Philadelphia PA 19112 USA INNOVATION IN ENERGY AND WATER SERVICES 26 February 2014 Company Announcements ASX Limited Exchange Centre Level 6 20 Bridge Street Sydney, NSW, 2000 Dear Sirs Re: Ecosave Holdings Limited (ECV) – Financial Statements for the Half Year, from 1 July 2013 to 31 December 2013 We attach an Announcement for immediate release to the Market. Yours sincerely Robin Archibald Company Secrarary and COO Ecosave Holdings Limited Att: Financial Statements for the Half Year, from 1 July 2013 to 31 December 2013 For personal use only

For personal use only - ASX2014/02/26  · The economic entity came into existence on 22nd October 2012 with the incorporation of Ecosave Holdings Limited which is the holding company

  • Upload
    others

  • View
    2

  • Download
    0

Embed Size (px)

Citation preview

Ecosave Holdings LtdABN 39 099 777 474Phone: +6 2 9659 [email protected]

SydneyUnit 442 Carrington RoadCastle Hill NSW 2154AUSTRALIA

MelbourneUnit 3a34 Redland DriveMitcham VIC 3132AUSTRALIA

BrisbaneLevel 27 Santos Place32 Turbot StreetBrisbane QLD 4000AUSTRALIA

AucklandLevel 27 Santos Place32 Turbot StreetAuckland 1010NEW ZEALAND

PhiladelphiaEEBHUB, The Navy Yard3 Crescent Drive, Suite 110Philadelphia PA 19112USAIN

NO

VA

TIO

NIN

EN

ERG

Y A

ND

WA

TER

SER

VIC

ES

26 February 2014

Company AnnouncementsASX LimitedExchange CentreLevel 620 Bridge StreetSydney, NSW, 2000

Dear SirsRe: Ecosave Holdings Limited (ECV) – Financial Statements for the Half Year, from 1 July 2013 to 31December 2013

We attach an Announcement for immediate release to the Market.

Yours sincerely

Robin ArchibaldCompany Secrarary and COOEcosave Holdings Limited

Att: Financial Statements for the Half Year, from 1 July 2013 to 31 December 2013

For

per

sona

l use

onl

y

1st

July

- 3

1st

Dec

emb

er 2

013

Eco

save

Ho

ldin

gs

Lim

ited

AB

N 7

7 16

0 8

75 0

16A

nd C

ont

rolle

d E

ntit

ies

FIN

AN

CIA

L ST

AT

EM

EN

TS

FO

R T

HE

HA

LF Y

EA

R

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 2

Half Year Report – Appendix 4DPeriod Ending 31st December 2013Name of entity: Ecosave Holdings LimitedABN: 77 160 875 016

1. Reporting Period and Previous Period.The economic entity came into existence on 22nd October 2012 with the incorporation of Ecosave HoldingsLimited which is the holding company of the group.The results for the previous corresponding period for the half year ended 31st December 2012 are partiallythose of Ecosave Pty Limited which was the sole trading company in the group at the time.

2. Results for announcement to the marketThe following information should be read in conjunction with the annual financial report for the year ended30th June 2013.

Ref Item Description Current periodHalf Year Ended

31st December 2013$000’s

Previous PeriodHalf Year Ended

31st December 2012$000’s

PercentageChange

%

2.1 Revenue from Ordinary activities 7,213.0 2,446.0 +194.8%2.2 Profit (loss) from ordinary activities

after tax attributable to members.(1,330.2) (638.6) (108.2)%

2.3 Net profit (loss) for the periodattributable to members.

(1,774.9) (949.7) (86.8)%

2.4 Dividends per Share 4.1c - -Franked amount per dividend pershare

100% - -

2.5 Dividend Record Date 17th Sept 2013 - -3 Net Tangible Assets per share 0.19c 0.25c (24.0)%

4. Control gained/lost over entitiesPlease refer to Note 5 of the accompanying financial report for details of changes in the composition of theentity.

5. DividendsA fully franked dividend of 4.1 cents was paid on the 17th September 2013 out of retained profits at June 2013.As at the date of this report, the Directors have not proposed that any further dividend be declared in relationto the half year ended 31st December 2013.

6. Dividend reinvestment plansA Dividend Reinvestment Plan is in place. The Dividend Reinvestment Plan of the Company allowsShareholders to reinvest all or part of any dividend paid on their Shares in additional Shares instead ofreceiving the dividend in cash. Participation in the DRP is optional.

7. Associates and joint venturesNone

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

8. Foreign entitiesEcosave Holdings Limited had control over the following International Entities as at December 2013Ecosave Holdings Inc.Ecosave Inc.Ecosave Automation Inc. (formerly DVLA Inc.)

9. Audit or review statusThis report is based on accounts which have been subject to review. The review is not subject to a modifiedopinion, emphasis of matter or other matter paragraph.

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 3

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 4

DIRECTORS’ REPORT

Your directors present their report, together with the financial statements of the Group, being EcosaveHoldings Limited and its controlled entities, for the financial half-year ended 31st December 2013.

DirectorsThe names of directors in office at any time during or since the end of the half year are:

Marcelo Javier Rouco – CEO & ChairmanRobin Dale Archibald - Executive DirectorGlenda Ann Nixon - Non-executive DirectorBenedick Samways – Executive Director

Operating Results and Review of Operations for the YearThe company was incorporated on 22nd October 2012 as the holding company of Ecosave Pty Limited. Theresults presented in this financial report reflect the operations of the economic entity from 1st July 2013 andEcosave Pty Limited for part of the prior corresponding period.

Item Description Current PeriodHalf Year Ended

31st December 2013

$000’s

Previous PeriodHalf Year Ended

31st December 2012

$000’s

Full Year EndedJune 2013

$000’sAustralian SalesRevenue 3,313 2,446 11,264

- 21.7% 100%

US Sales Revenue 3,900 - -

Total 7,213 2,446 11,264

Ecosave remains confident in its continued growth and performance.

On the 3rd December 2013, Ecosave Holdings Limited undertook a placement of 1,600,775 fully paid ordinaryshares to sophisticated / professional investors. This has provided Ecosave with the ability to take advantage ofgrowth opportunities which the group would otherwise be unable to address.

Corporate GovernanceThe Board is responsible for the overall corporate governance of the company. The Company has detailed itsadoption of Corporate Governance principles in the Prospectus dated 27th November 2012.

Executive StructureEcosave Senior Management Team consists of Marcelo Rouco CEO and Chairman of the Board. Mr RobinArchibald Executive Director, Chief Operations Officer and Company Secretary. Mr Ben Samways ExecutiveDirector and Operations Manager.

The Senior Management Team has been strengthened with the appointment of Mr Simon James to GeneralManager, Australia and New Zealand and the appointment of Mr Thomas Valleras to Financial Controller, USA.

We have accepted the resignation of the Chief Financial Officer Mr Patrick Raper. Recruitment of areplacement is underway.

Ecosave is very pleased to announce a 195% increase in revenues compared to the corresponding period lastfinancial year. In viewing the results for the half year, please note the traditionally cyclical nature of Ecosave’sAustralian operations. The following table shows that the revenue for the Australian operations in the sixmonths to Dec 2012 was 21.7% of the full year 2013 revenue. We expect a similar pattern of revenue in FY2014.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 5

Trading Performance/Review of OperationsEcosave now has over 10 years’ experience in delivering guaranteed outcome projects. This turn-key approachensures client business objectives are delivered with no burden on their operations or time. The core offeringis focused on Guaranteed Energy Savings Projects (GESPs) and Energy Performance Contracts (EPCs). Thisincludes assessment, project management, guaranteed savings and Measurement and Verification (M&V) ofthe entire project from start to finish. Being product agnostic allows us to fit the best solutions to our client’sbusiness objectives and does not limit us to distributed or developed products.

Ecosave has extensive experience delivering projects in health care facilities, offices, local councils, educationfacilities, sport and recreation centres, shopping centres, telephone exchanges, bank branches, car parks, foodprocessing plants and manufacturing facilities.

Ecosave has also further developed its new Utility Management business unit. Specialist engineers in Ecosave’steam offer services including building monitoring (virtual metering and data logging) and utility management,with a flexible user-friendly online utility dashboard tool. The service has been further enhanced with theaddition of Ecosave Automation’s specialist Building Analytics package, which has now been introduced toEcosave’s Australian and New Zealand client base.

The analytics package maximises the operational energy savings identified by our engineering teams. Theanalytics package provides automated analysis and optimisation of energy consumption by combining BMSdata, meter data, weather data and other operational data into a single database that provides useableinformation. The customisable rules applied to this database produce actionable items for facilitymanagement. The power of analytics is its scalability through software and not people, hence, scale can beachieved without significantly increasing overhead costs. The service promotes the development of long termclient relationships and builds Ecosave’s annuity income stream.

Australian OperationsIn the last six months Ecosave has grown considerably, locating and refitting a new larger office for theMelbourne operations. The Melbourne team now consists of 6 experienced team members enabling Ecosaveto deliver larger projects for our clients from this location.

During the last six months Ecosave has successfully completed, submitted and obtained approval for theDetailed Feasibility Study phase of three Energy Performance Contracts (EPCs) with a combined value of $6m.

During this period, work has commenced on the City of Yarra EPC with a value of $3.38m. The contracts for theParks Victoria EPC and the Dept. of Justice DFS have been prepared and are being reviewed prior to execution.

Due to this growth and improved efficiencies Ecosave Australia has been able to increase sales revenue by 35%for the period.

US OperationsOn 1st July 2013, Ecosave announced the acquisition of the USA based DVL Automation Inc. (“DVLA”). Theacquisition was finalised on 16th July 2013. Established in Philadelphia in 1990, DVLA is a long established andprofitable business that focuses on energy efficient control solutions in the built environment. DVLA offersunique solutions to identify, deliver and sustain energy efficiency in buildings. This technology is beingintroduced into the Australian and New Zealand market by Ecosave. Conversely, DVLA brings with it aninstalled base of customers in the US, into which Ecosave intends to cross-sell its suite of energy efficiencyservices and Energy Performance Contract services.

DVL Automation Inc. has since changed its name to Ecosave Automation Inc. with the senior managers and fullstaff compliment remaining with the business to ensure continuing success. Ecosave has also committedmanagement resources to the efficient and speedy integration of this investment.

In addition to Ecosave Automation Inc., Ecosave has diversified its energy and water efficiency services toensure maximum market penetration across multiple industry sectors. This removes the reliance on certainsectors and builds a healthy diverse platform. Ecosave Inc. is working to duplicate the culture and processes ofEcosave Pty Ltd. A team of two Australian engineers have relocated to Philadelphia to promote the growth ofthis subsidiary.

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 7

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 8

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFOR THE HALF YEAR ENDED 31st December 2013

Consolidated GroupItem Description

Note

Current Period Half YearEnded

31st December 2013$000’s

Previous Period HalfYear Ended

31st December 2012$000’s

The accompanying notes form an integral part of these financial statements.

Sales revenue 7,213.5 2,446.0Cost of sales 4,428.1 1,163.4Gross profit 2,785.4 1,282.6

Other income 46.8 54.9

Marketing expenses 176.7 170.9Occupancy costs 377.9 185.9Motor vehicle expenses 246.6 48.7Administrative expenses 3,194.5 1,582.4Other expenses 736.8 262.0

Profit/Loss before M&A and IPO and listing Costs (1,900.3) (912.4)Merger & acquisition expenses 592.1 -

444.3IPO and ASX Listing expenses - 444.3

Profit before income tax (2,492.4) (1,356.7)Income tax expense/ (revenue) (717.5) (407.0)Profit/(Loss) after tax for the half -year attributable toowners of the parent entity (1,774.9) (949.7)

Other comprehensive income that may be reclassifiedprofit and loss - -

Foreign Exchange difference on translation of foreignoperations 136.1 -

Total comprehensive income for the half year attributableto owners of the parent entity (1,638.8) (949.7)

Earnings per share

From continuing and discontinued operations:

Basic earnings per share (cents) (6.24) (3.70)

Diluted earnings per share (cents) (6.17) (3.67)

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 9

CONSOLIDATED BALANCE SHEETAS AT 31st December 2013

Consolidated Group

Item Description Note

Current Period Half YearEnded

31st December 2013$000’s

Previous Period HalfYear Ended

30th June 2013$000’s

ASSETS

CURRENT ASSETS

Cash and cash equivalents 3,570.1 5,588.9Trade and other receivables 5,638.9 6,785.1Inventories 417.9 223.4Other current assets 472.8 119.9TOTAL CURRENT ASSETS 10,099.7 12,717.3

NON-CURRENT ASSETS

Property, plant and equipment 588.1 668.6Deferred tax assets 1,202.2 458.0Intangible assets 4,443.2 220.9Other non-current assets 175.3 68.3TOTAL NON-CURRENT ASSETS 6,408.8 1,415.8

TOTAL ASSETS 16,508.5 14,133.1

LIABILITIES

CURRENT LIABILITIES

Trade and other payables 4,561.4 3,995.4Borrowings 676.6 494.9Current tax liabilities 405.0 805.4Provisions 134.7 160.5TOTAL CURRENT LIABILITIES 5,777.7 5,456.2

NON-CURRENT LIABILITIES

Borrowings 726.8 -Other provisions 22.8 10.1TOTAL NON-CURRENT LIABILITIES 749.6 10.1

TOTAL LIABILITIES 6,527.3 5,466.3NET ASSETS 9,981.2 8,666.9

EQUITYIssued capital 8,972.7 4,933.2Reserves 422.2 285.8Retained earnings 586.3 3,447.8TOTAL EQUITY 9,981.2 8,666.9

The accompanying notes form an integral part of these financial statements.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 10

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYAS AT 31st December 2013

OrdinaryShares

$000’s

RetainedEarnings

$000’s

ForeignCurrency

TranslationReserve

$000’s

Total Equity

$000’s

Balance 1st July 2013 4,933.0 3,447.9 286.0 8,666.9Add: Profit for the period -

-(1,774.9) -

136.2(1,774.9)

Foreign currency translation reserve - 136.2Total comprehensive income - (1,774.9) 136.2 (1,638.7)Add: Shares Issued during the period 4,138.2 - - 4,138.2Less: Share Issue Costs (98.5) - - (98.5)Less: Dividends Paid - (1,086.7) - (1,086.7)Balance 31st December 2013 8,972.7 586.3 422.2 9,981.2

The accompanying notes form an integral part of these financial statements.

OrdinaryShares

$000’s

RetainedEarnings

$000’s

ForeignCurrency

TranslationReserve

$000’s

Total Equity

$000’sBalance 1st July 2012 0.2 3,176.1 - 3,176.3Add: Profit for the period - (949.7) - (949.7)Add: Shares Issued during the period 5,309.2 - - 5,309.2Less: Share Issue Costs (434.6) - - (434.6)Less: Share Buy Back - (690.0) - (690.0)Balance 31st December 2012 4,874.8 1,536.5 - 6,411.3

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 11

CONSOLIDATED CASH FLOW STATEMENTFOR THE HALF YEAR ENDED 31st December 2013

Consolidated GroupItem Description Current Period Half

Year Ended31st December 2013

$000’s

Previous Period HalfYear Ended

31st December 2012$000’s

CASH FLOWS FROM OPERATING ACTIVITIESReceipts from customers 7,930.2 6,615.9Payments to suppliers and employees (9,765.0) (4,474.9)Interest received 47.8 34.1Finance costs (7.1) (0.5)Income tax paid (408.9) (381.9)Net cash provided by / (used in) operating activities (2,203.0) 1,792.7

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property, plant and equipment (89.0) (57.1)Proceeds from sale of investment property 818.0 -Outlays in respect of acquisition of businesses (1,745.0) -Net cash provided by / (used in) investing activities (1,016.0) (57.1)

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issue of shares 2,305.1 5,000.0Outlays in respect of share issue (98.9) (792.0)Buy back of shares - (690.0)Dividends paid (559.0) -Repayment of borrowings (494.2) (0.7)Net cash provided by (used in) financing activities 1,153.0 3,517.3

Net increase / (decrease) in cash held (2,066.0) 5,252.9Cash and cash equivalents at beginning of financial period 5,588.9 676.8Foreign Currency exchange rate changes on cash and cashequivalents 47.2 -Cash and cash equivalents at end of financial period 3,570.1 5,929.7

The accompanying notes form an integral part of these financial statements.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 12

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31st December 2013

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Preparation

These general purpose interim financial statements for the half-year reporting period ended 31st

December 2013 have been prepared in accordance with requirements of the Corporations Act 2001and Australian Accounting Standard AASB 134: Interim Financial Reporting. The Group is a for-profitentity for financial reporting purposes under Australian Accounting Standards.

This interim financial report is intended to provide users with an update of the latest annual financialstatements of Ecosave Holdings Limited and its controlled entities (referred to as the “consolidatedgroup” or “group”). As such, it does not contain information that represents relatively insignificantchanges occurring during the half-year within the Group. It is therefore recommended that thisfinancial report be read in conjunction with the annual financial statements of the Group for the yearended 30th June 2013, together with any public announcements made during the following half-year.

b. Accounting Policies

The same accounting policies and methods of computation have been followed in this interimfinancial report as were applied in the most recent annual financial statements, except in relation tosome of the matters discussed at Note 1(c) below.

c. New and Revised Accounting Requirements Applicable to the Current Half-year Reporting Period

i) Consolidated financial statement, joint arrangements and disclosure of interests in otherentities

The Group has adopted the following new and revised Australian Accounting Standards from1st July 2013 together with consequential amendments to other standards:

- AASB 10: Consolidated Financial Statements;- AASB 127: Separate Financial Statements (August 2011);- AASB 12: Disclosure of Interests in Other Entities;- AASB 2011-7: Amendments to Australian Accounting Standards arising from the

Consolidation and Joint Arrangements Standards; and- AASB 2012-10: Amendments to Australian Accounting Standards – Transition Guidance

and Other Amendments.

These Standards became mandatorily applicable from 1st January 2013 and becameapplicable to the Group for the first time in the current half-year reporting period 1st July2013 to 31st December 2013. The Group has applied these Accounting Standardsretrospectively in accordance with AASB 8: Accounting Policies, Changes in AccountingEstimates and Errors and the specific transition requirements in AASB 10 and AASB 11. Theeffects of initial application of these Standards in the current half-year reporting period areas follows:

- Consolidated financial statements:

AASB 10 provides a revised definition of control and additional application guidance sothat a single control model will apply to all investees. Revised AASB 127 facilitates theapplication of AASB 10 and prescribes requirements for separate financial statements ofthe parent entity.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 13

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30th DECEMBER 2013

There were no entities which the Group had an interest in which were not controlled bythe Group, consequently on adoption of AASB 10, there has been no significant changeto the current or prior reporting periods.

- Disclosure of interests in other entities:

AASB 12 is the Standard that addresses disclosure requirements of AASB 10, AASB 11,AASB 127 and AASB 128. New disclosures that are material to this interim financialreport and associated with the Group’s interests in subsidiaries as prescribed by AASB 12have been set out in Note 5. There have been no significant judgements in assessingwhether subsidiaries are controlled for the purposes of AASB 10 and AASB 128.

ii) Fair value measurements and disclosures

The Group has adopted AASB 13: Fair Value Measurements and AASB 2011-8: Amendmentsto Australian Accounting Standards arising from AASB 3 from 1st July 2013 together withconsequential amendments to other Standards. As at 31st December 2013, and for previousreporting period, the Group has no assets or liabilities recorded at fair value, accordinglythere has been no impact on the report in relation to these Standards.

iii) Other

No other accounting standard had a material impact on the accounting policies or amountsreported in the financial statements.

d. Principles of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entitiescontrolled by Ecosave Holdings Limited and all of the subsidiaries. Subsidiaries are entities theparent controls. The parent controls an entity when it is exposed to, or has rights to, variablereturns from its involvement with the entity and has the ability to affect those returnsthrough its power over the entity. A list of subsidiaries is provided in Note 5.

The assets, liabilities and results of all subsidiaries are fully consolidated into the financialstatements of the Group from the date on which control is obtained by the Group. Theconsolidation of a subsidiary is discontinued from the date that control ceases. Intercompanytransactions, balances and unrealised gains or losses on transactions between Group entitiesare fully eliminated on consolidation. Accounting policies of subsidiaries have been changedand adjustments made where necessary to ensure uniformity of the accounting policiesadopted by the Group.Non-controlling interests, being the equity in a subsidiary not attributable, directly orindirectly, to a parent, are reported separately within the equity section of the consolidatedstatement of financial position and statement of comprehensive income. The non-controllinginterests in the net assets comprise their interests at the date of the original businesscombination and their share of changes in equity since that date.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 14

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30th DECEMBER 2013

NOTE 2: DIVIDENDS PAID AND PROPOSED

Dividends on ordinary shares:(a) Dividends paid during the half year – 4.1c fully franked paid as recorded on 17th September 2013.(b) The directors have not proposed an interim dividend as at the date of this report.

NOTE 3: ISSUED CAPITAL

Ordinary shares: OptionsIssued and fully paid 28,423,247 Issued 305,250

Movements in ordinary shares and options on issue:

Ordinary Shares OptionsOpening balance at beginning of period 25,680,002 275,250Shares issued to acquire DVLAShares issued under Dividend Reinvestment PlanShares and options issued as part of the placement inNovember 2013Options issued as part of the senior managementrecruitment scheme

820,974321,496

1,600,775

-

--

-

30,000

28,423,247 305,250

NOTE 4: BUSINESS COMBINATIONS

On 16th July 2013, the Group acquired 100% of the issued capital of DVLA Inc, a manufacturer of building controlsfor a purchase consideration of $US4,200,000.The acquisition is part of the Group’s overall strategy to improve our ability to identify energy wastage inbuildings and achieve 5-10% more savings than we currently achieve.

Through acquiring 100% of the issued capital of DVLA Inc, the Group has obtained control of the company.

The purchase was satisfied by the issue of 929,010 ordinary shares at an issue price of $1.5379 each and the partpayment of $US1,600,000. The issue price was based on the market price on date of purchase. And the finalamount of $US1,289,810 is payable out of future profits.In accordance with AASB 3: Business Combinations, the company is continuing to work on the initial accountingin relation to the acquisition of the Ecosave Automation Inc. (formerly DVLA Inc.) and has disclosed in this notethe provisional amounts in relation to the acquisition.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 15

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30TH DECEMBER 2013

NOTE 4: BUSINESS COMBINATIONSFair Value

A$000

Purchase consideration:

– cash 1,744.8

– promissory note issued 1,406.5

– equity issued 1,428.7

4,580.1

Less:

Receivables (i) 2,127.4

Inventories 147.8

Property, plant and equipment 168.5

Payables (2,112.5)

Identifiable assets acquired and liabilities assumed 331.2Goodwill (ii)(iii) 4,248.9

Purchase consideration settled in cash 1,744.8

Cash outflow on acquisition 1,744.8

(i) The directors believe the receivables are fully recoverable and no provision for impairment isrequired.

(ii) The goodwill is attributable to Ecosave Automation Inc. (formerly DVLA Inc.) is due to the strongposition, competitive advantage in the building automation sector in the United States.

(iii) The goodwill attributable to Ecosave Automation Inc. is expected to be fully tax deductible in theUnited States.

Profit and revenue resulting from the acquisition of Ecosave Automation Inc. (formerly DVLA Inc.) amounting to$47,828 and $3,899,985 respectively are included in the consolidated statement of profit or loss and othercomprehensive income for the half-year ended 31st December 2013.

Had the results relating to Ecosave Automation Inc. (formerly DVLA Inc.) been consolidated from 1st July 2013,consolidated revenue would have been $7,531,345 and the consolidated loss of the consolidated group wouldhave been $1,778,963 for the half-year ended 31st December 2013.

Included separately in Merger & acquisitions costs in the statement of profit or loss and other comprehensiveincome are related acquisition costs totalling $592,106The costs include advisory, legal, accounting and other professional fees.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 16

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30TH DECEMBER 2013

NOTE 5 INTEREST IN SUBSIDIARIES

a. Information about Principal Subsidiaries

Set out below are the Group’s subsidiaries at 31st December 2013. The subsidiaries listed below have sharecapital consisting solely of ordinary shares, which are held directly by the Group and the proportion ofownership interests held equals the voting rights held by the Group. Each subsidiary’s country of incorporationor registration is also its principal place of business. There were no non-controlling interests in any subsidiaryas at 31st December 2013 or 30th une 2013.

Name of Subsidiary Principal Place ofBusiness

Ownership Interest Held by theGroup

At 31st December2013

At 30th June2013

Ecosave Pty Limited Australia 100% 100%

Stipes Consulting Pty Ltd (not trading) Australia 100% 100%

Ecosave Utility Management Pty Ltd(not trading)

Australia 100% 100%

Ecosave Holdings Inc. USA 100% 100%

Ecosave Inc. USA 100% 100%

Ecosave Automation Inc (formerly DVLAInc.)

USA 100% -

Subsidiaries’ financial statements used in preparation of these consolidated financial statements have alsobeen prepared as at the same reporting date as the Group’s financial statements.

NOTE 6: CONTINGENT LIABILITIES

At 31st December 2013, Ecosave Holdings Limited had no contingent liabilities.

For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 17

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30th DECEMBER 2013

NOTE 7: CAPITAL AND LEASE COMMITTMENTS

Entities comprising the Economic Entity have entered into a lease of office and warehouse premises at CastleHill in New South Wales, Mitcham Victoria and Pennsylvania USA.

The amount of rent that remains payable for the unexpired term of the Lease at Castle Hill as at 31st December2013 is $179,000.The amount of rent that remains payable for the unexpired term of the lease at Mitcham as at December 2013is $112,500.The lease for Philadelphia PA USA commenced on the 16th January 2014. The amount payable for theunexpired term is $US 231,779. This is an interim lease for a period ending at the completion of construction ofa new building estimated for completion in January 2015. On completion of the new building, estimated to bein January 2015, a binding commitment has been given to enter a new lease over eleven years amounting to aminimum of $US 5,615,136.

NOTE 8: OPERATING SEGMENTS

The key management personnel of the Group manage the Group’s activities as two business segments, oneproviding energy efficiency solutions to business and government in Australia and one business segmentproviding energy efficiency solutions to the United States of America. Accordingly, the Group will providemanagement reporting for the two location of the business in which it is engaged from the 1st July 2013.

(i) Segment performance AUD

EcosaveAustraliaDivision

EcosaveUSA

Division

Total

$000 $000 $000

Revenue

External sales 3,313.4 3,900.0 7,213.5

Intersegment sales - - -

Interest revenue 46.8 - 46.8

Total segment revenue 3,360.2 3,900.0 7,260.3

Segment net profit/loss before tax (2,208.2) (284.2) (2,492.4)

(ii) Segment assets

Opening balance 1st July 2013 10,647.2 3,485.8 14,133.0

Movements (2,392.5) 4,768.1 2,375.5

Closing balance 31st December 2013 8,254.7 8,253.9 16,508.5For

per

sona

l use

onl

y

Ecosave Holdings Limited – ABN 77 160 875 016and Controlled Entities

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 18

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30th DECEMBER 2013

NOTE 9: EVENTS SUBSEQUENT TO REPORTING DATE

In February 2014 Ecosave Inc. sold its first energy efficiency project since launching operations in the USA inJuly 2013. The project is also a first of its kind; an Ecosave Services Agreement (ESA). The ESA will be fullyfunded by Ecosave, delivering an Energy Performance Contract as a 15 year service agreement to a New Jerseybased, not for profit community centre. The ESA will deliver $1.28 million worth of upgrades to the client andover $80,000 worth of energy management and maintenance services per year for the 15 year contract life.

For

per

sona

l use

onl

y

For

per

sona

l use

onl

y

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 20

For

per

sona

l use

onl

y

Ecosave Holdings Limited – Half Year Report – 31st December 2013 Page 21

For

per

sona

l use

onl

y

ecosave.com.au

For

per

sona

l use

onl

y