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ALARIS HOLDINGS LIMITED - Unaudited Condensed Consolidated Results for the Six Months Ended 31 December 2018

Release Date: 19/03/2019 10:00
Code(s): ALH     PDF:  
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Unaudited Condensed Consolidated Results for the Six Months Ended 31 December 2018

ALARIS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/011142/06)
Share code: ALH
ISIN: ZAE000201554
(“Alaris” or “the Company” or “the Group”)

UNAUDITED CONDENSED CONSOLIDATED RESULTS FOR THE SIX MONTHS ENDED 31
DECEMBER 2018

Summary

    •   Revenue decreased by 17% from R102.6 million to R85.0 million.
    •   Normalised earnings for the Group decreased by 64% from R21.7 million to R7.8 million.
    •   The US acquisition was successfully concluded and consolidated with an effective date of 1 October
        2018.

What we are all about

Alaris Holdings Limited is a Radio Frequency (“RF”) technology holding company listed on the JSE AltX since July
2008.

The Alaris Group consists of 3 subsidiaries, namely:

Alaris Antennas, with its head office in Centurion, designs, manufactures and sells specialised broadband antennas
as well as other related RF products. Its products are used in the communication, frequency spectrum monitoring,
test and measurement, electronic warfare and other specialised markets. Clients are located across the globe,
mostly outside of South Africa (the Americas, Europe and Asia). Its clients are system integrators, frequency spectrum
regulators and players in the homeland security space.

COJOT was founded in 1986 and is located in Espoo, Finland. The company has 30 years of experience in the design,
development and manufacture of innovative antenna products, serving military and public safety markets globally.
COJOT develops innovative broadband antennas to improve connectivity, coverage and competitiveness of radio
equipment which is deployed to save lives and protect property.

mWave is based in Windham, Maine in the United States and is a leading global provider of innovative custom and
commercial microwave antenna solutions. The company was established in 2004 and designs and manufactures
standard and custom microwave antenna products for commercial and government applications spanning the
scientific, defence, and academic communities.
Business Overview

The results of the combined operations for the first half were lower than the comparative period. Revenue was down
by 17% and the basic and headline earnings per ordinary share decreased by 71% from 18.62 cents to 5.41 cents.

The decrease is mainly from a decline in revenue at Alaris Antennas and COJOT compared to the corresponding
interim period. A significant portion of the Group’s performance is associated with long sales cycles on larger
opportunities with six to twelve month delivery timeframes. The timing of these opportunities can impact the results
significantly.

The group had a very strong comparative first half in FY18 with COJOT posting an exceptional performance. This
year’s first half revenue has been impacted by a low order intake in the first quarter.

Recently acquired mWAVE has been consolidated into the Group for three months during this period. Therefore
their results didn’t have a significant impact on the Group’s performance with revenue of R9.0 million and Profit after
tax (“PAT”) of R0.1 million.

The Group’s cash position at 31 December 2018 was R18.5 million. The purchase of mWAVE was facilitated by a
cash payment to the amount of US$2.3 million (R30.2 million) and by issuing 4.9 million shares to the Sellers.

Alaris Antennas

Revenue decreased by 14% from R62.7 million to R53.9 million and PAT decreased from R15.5 million to R9.4 million.

Alaris Antennas experienced lower revenue for the period, impacted by a delay in closing orders and a higher
proportion of precision engineering projects, which took longer to complete.

It is beneficial for Alaris Antennas to get more involved in the larger precision engineering projects. Although they
have a complex initial design component (which can take long), there is more scope for future simpler and
profitable “production-only” orders once the work has been “designed in” to a larger system. The challenge is to
complete the initial design process in a timely and cost effective manner, given the advanced technical
requirements.

Measures have been put in place to counter the impact of the design process. These include placing more
importance on upfront project assessments with increased effort on understanding the technical risks, scope, pricing
and timelines.

The company’s competitive advantage remains its ability to develop cutting-edge technology solutions for its
clients. This half year it was no different as the company added 23 (2018: 33) new products to its portfolio. Some of
these projects resulted in a prolonged delivery cycle given the intense technological requirements. A number of
these projects will be delivered in the second half of the financial year.

COJOT

COJOT experienced a lower first half of the financial year, compared to the exceptional performance in the
comparative period. Revenue decreased by 45% from R39.9 million to R22.1 million and PAT decreased from R11.8
million to R3.6 million.

The order intake increased positively during the latter part of the period. Deliveries of several orders are scheduled
for the second half of the financial year.

mWAVE Industries

The acquisition of mWAVE has been successfully concluded during the second quarter of the year. The company
specialises in parabolic grids, solid parabolic and directional panel antennas, as well as wide band feeds.

The mWAVE product portfolio is complementary to the Group. COJOT and Alaris Antennas do not offer the same
antenna products. mWAVE’s product range also covers higher frequency ranges than those offered by the other
subsidiaries.
mWAVE maintains an antenna test range that is used to verify new antenna designs and final production, as well
as third party testing for its customers.

mWAVE was incorporated into the Alaris Holdings Group from 1 October 2018, with a low profit contribution for the
three months. The business should be assessed over a twelve-month period. Management remains positive about
the opportunities of having a US presence and the prospects ahead.

During the past couple of months, the focus has been on the integration of mWAVE into the Group. Various
operational activities are underway to align specific functions with the Group’s objectives.

Corporate and consolidation

This division includes costs associated with being a listed entity and the running costs of shared services. An example
of this is the centralised treasury function, where foreign currency hedging is managed. The following are the main
costs before tax included in this segment:

    •   Net foreign exchange gains of R0.5 million (Dec 2017: R0.1 million loss)
    •   Employee costs, cost of the share incentive option scheme for Group executives and board fees totalling
        R4.0 million (Dec 2017: R5.0 million)
    •   Legal and consulting fees including the costs to be listed on the JSE, advisory fees, group audit fees and
        legal fees for the mWAVE acquisition totalling R2.9 million (Dec 2017: R1.1 million)

Prospects

The Group objective of becoming the preferred supplier of innovative RF products both locally and internationally
is gaining momentum with its latest strategic acquisition.

Alaris Antennas

Alaris Antenna’s competitive advantage is its ability to develop and own its IP as it continues to invest significantly
in research and development. Our research and development division has received more prospects as the quest
for specialized technological advantages increases. This provides opportunities to the highly skilled and specialized
team of engineers to support our objective of being the preferred supplier and partner of innovative RF products.

Products are manufactured on site in Centurion and approximately 70% of the company’s revenue for the period
was derived from exports. With the global footprint of the Group expanding, new opportunities are created and the
company is entering into new market segments where its core competencies can be leveraged. Further
opportunities for growth are achieved by adding distributors, agents and new system houses as clients.

Part of the strategic objective to obtain a presence in the United States was to establish an Alaris US division, which
will be an integral part of mWAVE. One of our key employees will relocate to the US and will head up the Alaris US
division to champion the selling of Alaris and COJOT products in the US market.

COJOT

COJOT maintains a client centric approach similar to Alaris. The company makes use of a direct sales team and
select channel partners to build their order book.

New opportunities are created from the requirement to development and design smart antennas and the company
is working closely with its customers to address this need. Its team of highly skilled engineers has many years of
experience in design and development to create solutions and products which allow functions like automatic
frequency tuning, switched beam antennas and multiple port antennas.

The company has established strong partnerships with key contract manufacturers over the years. These
partnerships provide efficiency and scalability as well as seamless quality to its client base.
The order intake bodes well for the second half.
mWAVE Industries LLC

mWAVE provides an ideal opportunity for future organic growth, as more than half of the global electronic warfare
market is located in the US.

Several opportunities have been added to the order book and the sales team has managed to unlock opportunities
with new and existing customers in this market.

We are optimistic that profits at mWAVE can be increased by improving margins and focusing on customised
product sales.

Operational activities are underway to align the company with Group strategic objectives. These include a
Customer Relationship Management system, which will improve interaction with the other subsidiaries and an in-
house accounting function.

The establishment of an Alaris US division at mWAVE will have a positive effect on exposure and relationships.

The Group

The Group’s three strategic pillars provide a solid foundation and unique position for growth to all three subsidiaries,
being Alaris Antennas, COJOT and mWAVE. These key areas consist of extensive expertise in RF products, owning
and continuously developing intellectual property and the global footprint of its products.

Sustainable organic growth will remain a strategic priority for the Group. As the operational activities are aligned
across the Group, the combined operations allow existing and new customers to receive an improved service and
an expanded product portfolio. The design and development of new products from the combined skill sets of the
three companies will provide more competitive features, enabling increased performance for end users. The
companies endeavor to continuously find the required technological edge for customers through product
innovation and excellent service.

International expansion remains an important part of the Group’s global strategy and management will continue
to be on the lookout for acquisitions that fit the Group’s objectives.

The Group remains positive about prospects for the period ahead. The focus is to ensure profitable organic and
acquisitive growth for the Alaris Holdings Group and its subsidiaries.
Condensed consolidated statement of profit or loss and other comprehensive income

                                                                     Unaudited six months ended           Audited
R’000                                                              December 2018      December 2017       June 2018

Revenue                                                                   85 043           102 595          187 075
Cost of sales A                                                         (27 699)          (27 770)         (53 589)
Gross profit                                                              57 344            74 825          133 486
Other income                                                                 585                63              738
Operating expenses                                                      (49 896)          (47 344)         (91 502)
Trading operating profit B                                                 8 033            27 544           42 722
Finance income                                                               180               140              380
Finance costs                                                               (81)             (265)            (392)
Profit before taxation                                                     8 132            27 419           42 710
Taxation                                                                 (1 727)           (5 794)          (9 791)
Profit for the period                                                      6 405            21 625           32 919
Other comprehensive income net of tax:
Items that may be reclassified subsequently to profit or loss:             1 091             (592)            2 872
-    Gross foreign currency translation reserve                            1 367             (551)            3 652
-    Taxation                                                              (276)              (41)            (780)
Total comprehensive income                                                 7 496            21 033           35 791


Weighted average number of ordinary shares in issue     C             118 436 265       116 116 771        116 116 771
Weighted average number of diluted ordinary shares in
issue C                                                               118 436 265       116 116 771        116 116 771
Basic earnings per ordinary share (cents)                                    5.41             18.62              28.35
Diluted earnings per ordinary share (cents)                                  5.41             18.62              28.35
Headline earnings per ordinary share (cents)                                 5.41             18.62              28.35
Diluted headline earnings per ordinary share (cents)                         5.41             18.62              28.35
Normalised earnings per ordinary share (cents) D                             6.56             18.69              30.50

A. Cost of sales is impacted by the MWAVE products that have a lower gross margin compared to the Alaris
   Antennas and COJOT product lines.
B. Trading operating profit comprises sale of goods, rendering of services and directly attributable costs, but
   excludes finance income and finance costs.
C. Weighted average number of shares net of treasury shares.
D. Refer to supplementary note 1.

Condensed consolidated statement of financial position

                                                            Unaudited six months ended         Audited
R’000                                                     December 2018    December 2017       June 2018

Assets
Non-Current Assets
Plant and equipment                                               7 351          7 301           6 619
Goodwill                                                         51 213         24 749          26 582
Intangible assets                                                18 681         12 247          12 782
Deferred tax assets                                               1 688          3 802           2 539
                                                                 78 933         48 099          48 522
Current Assets
Inventories                                                      25 124         16 560          19 080
Current tax receivable                                            5 678          1 108           1 194
Trade and other receivables                                      38 841         48 882          35 151
Cash and cash equivalents                                        18 458         31 542          51 679
                                                                 88 101         98 092         107 104
Total Assets                                                    167 034        146 191         155 626
Equity and Liabilities
Equity
Equity attributable to owners of the Company
Share capital and preference shares                                   6              6               6
Share premium                                                   210 164        202 051         202 051
Share-based payment reserve                                       8 856          5 796           7 428
Foreign currency translation reserve (“FCTR”)                    (1 058)        (5 613)         (2 149)
Accumulated loss                                                (84 603)      (102 302)        (91 008)
Total equity                                                    133 365         99 938         116 328
Liabilities
Non-Current Liabilities
Loans and borrowings                                              1 309          1 299           1 141
Deferred tax liabilities                                          2 451          1 025             962
                                                                  3 760          2 324           2 103
Current Liabilities
Loans and borrowings                                                461            301             535
Trade and other payables                                         29 448         35 010          36 631
Current tax payable                                                   -          4 898              29
Bank overdraft                                                        -          3 720               -
                                                                 29 909         43 929          37 195
Total Liabilities                                                33 669         46 253          39 298
Total Equity and Liabilities                                    167 034        146 191         155 626

Condensed consolidated statement of cash flows
                                                              Unaudited six months ended           Audited
R’000                                                        December 2018   December 2017         June 2018

Profit before taxation                                               8 132          27 419             42 710
Adjusted for non-cash items                                          3 911           5 011             10 909
Working capital changes                                            (9 262)        (14 453)            (1 621)
Cash generated from operations                                       2 781          17 977             51 998
Net finance income/ (cost)                                             96            (125)               (83)
Taxation (paid)/received                                           (5 755)             508            (8 140)
Net cash (used in) /from operating activities                      (2 878)          18 360             43 775
Cash flows from investing activities
Additions to plant and equipment                                   (1 063)         (2 645)            (3 188)
Proceeds on disposal of plant and equipment                              -               4                 11
Additions to intangible assets                                       (177)          (1 215)           (2 780)
Acquisition of subsidiary A                                       (30 151)                -                 -
Net cash used in investing activities                             (31 391)          (3 856)           (5 957)
Cash flows from financing activities
Repayment of preference shares                                          -          (51 000)          (51 000)
Receipts of loans and borrowings                                        94            1 147             1 222
Net cash from/ (used in) financing activities                           94         (49 853)          (49 778)
Net decrease in cash and cash equivalents for the period          (34 175)         (35 349)          (11 960)
Cash and cash equivalents at the beginning of the year              51 679           65 083            65 083
Effect of exchange rate movement on cash balances                      954          (1 912)           (1 444)
Total cash and cash equivalents at end of the half year             18 458           27 822            51 679

A.   Refer to supplementary note 2.

Condensed consolidated statement of changes in equity

                                                    Share
                                                    capital                Share
                                                    and                    based                     Accumu-
                                                    preference   Share     payment                   lated       Total
R’000                                               shares       premium   reserve       FCTR        loss        equity

Six months ended
Balance at 1 July 2018                                     6     202 051       7 428     (2 149)      (91 008)    116 328
Total comprehensive income
for the period:                                            -           -           -       1 091        6 405       7 496

- Profit for the period                                    -           -           -           -        6 405       6 405
- Foreign currency translation reserve                     -           -           -       1 091            -       1 091
Share-based payment charge for existing options            -           -       1 428           -            -       1 428
Shares issued for mWAVE acquisition                        *       8 113           -           -            -       8 113
Balance at 31 December 2018                                6     210 164       8 856     (1 058)     (84 603)     133 365


Balance at 1 July 2017                                     6     202 051       4 721     (5 021)    (123 927)      77 830
Total comprehensive income for the period                  -           -           -       (592)       21 625      21 033

- Profit for the period                                    -           -           -           -       21 625      21 625
- Foreign currency translation reserve                     -           -           -       (592)            -       (592)

Share based payment charge for existing options            -           -       1 075           -            -       1 075
Balance at 31 December 2017                                6     202 051       5 796     (5 613)    (102 302)      99 938


Year ended
Balance at 1 July 2017                                     6     202 051       4 721     (5 021)    (123 927)     77 830
Total comprehensive income
for the year:                                              -           -           -       2 872       32 919     35 791

- Profit for the year                                      -           -           -           -       32 919     32 919
- Foreign currency translation reserve                     -           -           -       2 872            -      2 872
Share-based payment charge for existing options            -           -       2 707           -            -      2 707
Ad-hoc Share-based payment charge                          -           -       2 100           -            -      2 100
Settlement of ad-hoc share-based payment                   -           -     (2 100)           -            -    (2 100)
Balance at 30 June 2018                                    6     202 051       7 428     (2 149)     (91 008)    116 328
* Nominal amount – amount smaller than R1 000.
Segmental analysis

                                                                 Unaudited six months ended         Audited
R’000                                                          December 2018    December 2017       June 2018

Segmental revenue
Alaris Antennas                                                        53 943         62 713          121 968

- Total revenue                                                        54 051         62 740          123 267
- Inter-segmental                                                       (108)           (27)          (1 298)

COJOT                                                                  22 071         39 882           65 107

- Total revenue                                                        22 685         40 480           66 544
- Inter-segmental                                                        (614)         (598)           (1 437)

mWAVE    A                                                              9 029              -                -

- Total revenue                                                         9 029              -                -

                                                                       85 043        102 595          187 075
Earnings before interest, tax, depreciation and amortisation
(EBITDA) B
Alaris Antennas                                                        13 472         21 711           44 840
COJOT                                                                   4 789         15 106           19 309
mWAVE    A                                                                204              -                -
Corporate and consolidation                                           (7 314)        (6 790)         (16 254)
                                                                       11 151         30 027           47 895
Profit for the period
Alaris Antennas                                                         9 367         15 492           32 541
COJOT                                                                   3 579         11 763           14 945
mWAVE    A                                                                146              -                -
Corporate and consolidation                                           (6 687)        (5 630)         (14 567)
                                                                        6 405         21 625           32 919
Normalised earnings after tax for the period
Alaris Antennas                                                         9 367         15 492           32 541
COJOT                                                                   3 579         11 763           14 945
mWAVE    A                                                                146              -                -
Corporate and consolidation                                           (5 322)        (5 556)         (12 069)
                                                                        7 770         21 699           35 417


Segment assets and liabilities
                                                                           Unaudited six months ended            Audited
R’000                                                                   December 2018      December 2017         June 2018
Segment assets
Alaris Antennas                                                                72 792            77 753              86 830
COJOT                                                                          16 859            33 245              22 570
mWAVE      A                                                                   14 581                 -                   -
Corporate and consolidation                                                    62 802            35 193              46 226
                                                                             167 034            146 191             155 626
Segment liabilities
Alaris Antennas                                                              (20 217)           (25 848)            (26 788)
COJOT                                                                         (7 468)           (15 481)            (10 703)
mWAVE      A                                                                  (3 402)                 -                   -
Corporate and consolidation                                                   (2 582)            (4 924)             (1 807)
                                                                             (33 669)           (46 253)            (39 298)

A.    mWAVE results are consolidated into the Group from 1 October 2018.
B.    EBITDA is trading operating profit per Statement of Profit or Loss excluding depreciation and amortisation.


RECONCILIATION OF PROFIT TO NORMALISED EARNINGS

                                                                   Unaudited six months ended              Audited
R’000                                                           December 2018      December 2017           June 2018

Profit for the year                                                     6 405             21 625              32 919
Legal and consulting costs for acquisitions and disposals               1 365                 74               2 498
Normalised earnings after tax comprising A                              7 770             21 699              35 417
Alaris Antennas                                                         9 367             15 492              32 541
COJOT                                                                   3 579             11 763              14 945
mWAVE                                                                     146                  -
Corporate and consolidation   B                                       (5 322)            (5 556)            (12 069)
Weighted average number of ordinary shares in issue               118 436 265        116 116 771         116 116 771
Normalised earnings per ordinary share (cents)                           6.56              18.69               30.50

A.   Normalised earnings, as determined by the Alaris Group, is calculated for the current year by adjusting profit for
     the legal and consulting fees for acquisitions.
B.   Costs relating to shared services, fees associated with being a listed company, net foreign exchange
     gains/losses and costs of the incentive share options of group executives are included in this segment. Net
     funding costs are also included in the segment.


Supplementary notes to the condensed consolidated financial statements
For the six months ended 31 December 2018

1. BUSINESS COMBINATION

As announced on SENS the Group concluded an agreement to acquire 100% of the issued share capital of
mWAVE Industries LLC (“the Acquisition”). All conditions precedent to the Acquisition as per the agreement
were fulfilled and the results of mWAVE were included in the Group results from 1 October 2018.

Identifiable net assets and liabilities acquired consist of:        Recognised        Fair value         Carrying
R’000                                                                   values      adjustments           amount

Plant and equipment                                                        974                  -              974
Intangible assets                                                             -            7 326             7 326
Inventories                                                              6 371                  -            6 371
Trade and other receivables                                              6 770                  -            6 770
Cash and Cash equivalents                                                2 238                  -            2 238
Deferred tax                                                                  -           (1 582)          (1 582)
Trade and other payables                                                (5 485)                 -          (5 485)
Total identifiable net assets                                           10 868             5 744            16 612
Goodwill                                                                                                    23 890
Total purchase consideration                                                                                40 502
Less: consideration in shares (4.9 million shares)                                                         (8 113)
Less: cash acquired                                                                                        (2 238)
Net cash outflow                                                                                            30 151
Illustrative example of the business combination’s impact for the
period:                                                                                 Revenue     Profit after tax

Reported per statement of profit and loss                                                 85 043             6 405
Less: mWAVE acquisition                                                                  (9 029)             (146)
                                                                                          76 014             6 259
Estimated impact of business combination (if acquired 1 July 2018)                         19 796              261
Estimated impact of the business combination for the period (1 July                       95 810             6 520
to 31 December 2018)

2.   FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE
The carrying values of other financial assets and liabilities, trade and other receivables and trade and other
payables approximate their fair value due to it being short-term in nature. Loans and borrowings consist of finance
leases which approximate their fair value due to it being discounted at the prime lending rate. The Group measures
currency futures at fair value using inputs as described in level 1 of the fair value hierarchy.


3.   STATEMENT OF COMPLIANCE
Alaris Holdings Limited is a South African registered company. These condensed consolidated interim financial
statements comprise of the Company and its subsidiaries.

The condensed consolidated interim financial statements for the six months ended 31 December 2018 are prepared
in accordance with the International Financial Reporting Standard (“IFRS”), IAS 34 Interim Financial Reporting, the
SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements
as issued by Financial Reporting Standards Council and the requirements of the Companies Act of South Africa. The
accounting policies applied in the preparation of these interim financial statements are in terms of International
Financial Reporting Standards and are consistent with those applied in the previous annual financial statements.


4.   BASIS OF PREPARATION
The condensed consolidated interim results have been presented on the historical cost basis except for the currency
futures, which are fair valued. These results are presented in Rand, rounded to the nearest thousand, which is the
functional currency of Alaris and the Group presentation currency. These condensed consolidated interim results
incorporate the financial statements of the Company, its subsidiaries and entities that, in substance, are controlled
by the Group. Results of subsidiaries are included from the effective date of acquisition up to the effective date of
disposal. All significant transactions and balances between Group entities are eliminated on consolidation.

The condensed consolidated interim financial statements were prepared under the supervision of the Group
Financial Director, Gisela Heyman CA(SA). These interim results have not been audited or reviewed by the Group’s
auditors.

5.   CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
The accounting policies applied in the preparation of the condensed consolidated interim financial statements are
in terms of IFRS and are consistent with those applied in the previous consolidated annual financial statements,
except for the changes arising from the adoption of the following significant new accounting pronouncements
which became effective in the current reporting period:

IFRS 15 Revenue from contracts with customers

The Group’s revenue is derived from 2 income streams:
     1.   Products that are fully configured where an order is received from the customer, the product is
          manufactured and then shipped to the customer. The point of recognition is dependent on the sales
          contract terms, known as the International Commercial Terms (Incoterms). As the transfer of risks and
          rewards generally coincides with the transfer of control at a point in time under the Incoterms, the timing
          and amount of revenue recognised by the Group for the sale of these products are not materially affected.
     2.   Products that are newly developed. For these products a sales contract exists where milestones are clearly
          defined which coincides with the definition of performance obligations in IFRS 15. The revenue is recognised
          at a point in time as per the performance obligations in the contract. Therefore, the timing and amount of
          revenue recognised by the Group for the sale of newly developed products are not materially affected.

The Group applied IFRS 15 using the cumulative effect method. There was no impact on the transition from IAS 18
to IFRS 15 and hence opening retained earnings have not been adjusted.

This standard will result in additional disclosures to the year-end annual financial statements.

IFRS 9 Financial Instruments
Impairment: The standard introduces an expected credit loss (“ECL”) model for the assessment of impairment of
financial assets held at amortised cost. This replaces the ‘incurred loss’ model in IAS 39. The Group has selected to
use the simplified approach to calculate the expected credit loss.

Classification and measurement: The measurement and accounting treatment of the Group’s financial assets have
not materially changed. The financial assets consist of trade receivables and cash and cash equivalents. The trade
receivables are now classified at amortised cost under IFRS 9 where it was classified as loans and receivables under
IAS 39. The value of the gross debtors will not change.

The Group has taken an exemption not to restate comparative information for prior periods with respect to the
classification and measurement (including impairment) requirements of IFRS 9. Differences in the carrying amounts
of impairment from the transition of IAS 39 to IFRS 9 are immaterial. If comparative values had been restated, the
impact would have been to decrease the Group’s opening retained earnings at 1 July 2017 by R71 000. The effect
of initially applying this standard is attributed to the impairment loss being calculated using the IFRS 9 ECL model.

This standard will result in additional disclosures to the year-end annual financial statements.

IFRS 2 Share-based payments

The amendment addresses the classification and measurement of the share-based payment transactions. This
amendment does not have a material impact on the financial statements as the Group has classified share options
as equity-settled share-based payments. With the recent addition of the net settlement feature at the annual
general meeting in January 2019, the Group will continue to classify these as equity-settled share-based payments
in line with the requirements of IFRS 2.

IFRIC 22 Foreign Currency Transactions and Advance Consideration

The interpretation applies to circumstances when an entity has either paid or received an amount of consideration
in advance and in a foreign currency, resulting in a non-monetary asset or liability being recognised. The specific
issue addressed by the interpretation is how to determine the date of the transaction for the purposes of determining
the exchange rate to be used on the initial recognition of the related asset, expense or income when the non-
monetary asset or liability is derecognised. The interpretation specifies that the date of the transaction, for purposes
of determining the exchange rate to apply, is the date on which the entity initially recognises the non-monetary
asset or liability.
The interpretation does not have a material impact on the Group financial statements. Revenue decreased by
R206 000 and the foreign exchange profit increased by R206 000. The profit of the group remained the same.

The following standards and interpretations were in issue but not yet effective:

 Standard/ Interpretation                Effective    date:     Expected impact
                                         Years beginning on
                                         or after
 IFRS 3, Business Combinations           1 January 2019         The impact of the standard is not expected to be
                                                                material.
 IFRS 10 Consolidated        Financial   The effective date     The impact of the standard is not expected to be
 Statements                              of this amendment      material.
                                         has been deferred
                                         indefinitely until
                                         further notice.
 IFRS 16 Leases                          1 January 2019         A preliminary assessment is in the process of being
                                                                done. Buildings are the most significant lease
                                                                agreements that will affect the Group. The Group is
                                                                quantifying the impact of operating leases to be
                                                                capitalised. The capitalised right of use asset and
                                                                liability will approximate the net present value of the
                                                                future lease payments of the operating lease
                                                                commitments as at 30 June 2020. The Group intends
                                                                to apply the cumulative effect transition method
                                                                and will not restate comparative amounts for the
                                                                year prior to adoption.
 IAS 12 Income Taxes                     1 January 2019         The impact of the standard is not expected to be
                                                                material.
 IFRIC 23 Uncertainty over Income        1 January 2019         The impact of the standard is not expected to be
 Tax Treatments                                                 material.
 IAS 8 Accounting Policies, Changes      1 January 2020         The impact of the standard is not expected to be
 in Accounting Estimates and Errors                             material.


6.   SUBSEQUENT EVENTS
The directors are not aware of any material event which occurred after the reporting date and up to the date of
this report.

7. GOING CONCERN
The directors have made an assessment of the ability of the Group and its subsidiaries to continue as going concerns
and have no reason to believe that the businesses will not be going concerns in the year ahead.

8.   DIVIDENDS
No dividend was declared for the period under review.

9.   DIRECTORATE
Mr. P Anania was appointed as non-Executive Director to the Board on 1 November 2018. No further changes to
the board took place during the period under review, up to and including the date of this report.

By order of the board

Jürgen Dresel                                   Gisela Heyman
Group Chief Executive Officer                   Group Financial Director
19 March 2019
Johannesburg
Corporate information
ALARIS HOLDINGS LIMITED
(incorporated in the Republic of South Africa)        PRINCIPAL SUBSIDIARIES
www.alarisholdings.co.za
                                                      Alaris Antennas Proprietary Limited
Directors
                                                      Registration Number 2013/048197/07
Coen Bester*^ (Chairman),
                                                      Managing Director: Jürgen Dresel
Jürgen Dresel # (CEO),
                                                      1 Travertine Avenue,
Richard Willis*^,
                                                      N1 Business Park,
Peter Anania*^°,                                      Old Johannesburg Road,
Andries Mellet^,                                      Centurion, 0157
Carel van der Merwe*^                                 Tel +27 (0)11 034 5300
Gisela Heyman (Financial Director and CFO)
                                                      COJOT Oy
*Independent
                                                      Registration Number 0620465-3
^Non-executive
#German                                               Managing Director: Samu Lentonen
°American                                             PL 59,
                                                      02271 Espoo,
Business address and registered office                Finland
1 Travertine Avenue,                                  Tel +358 (0) 9 452 2234
N1 Business Park,
Old Johannesburg Road,
                                                      mWAVE Industries LCC
Centurion, 0157
                                                      Managing Director: Peter Farnum
(Private Bag X4, The Reeds, Pretoria, 0061)
                                                      33R Main Street, Unit 1,
Designated Adviser                                    Windham,
PSG Capital (Pty) Ltd                                 ME 04062
Registration Number 2006/015817/07                    USA
Second Floor,                                         Tel +1 (207) 892 0011
11 Alice Lane,
Sandton, 2196 (PO Box 650957, Benmore, 2010)

Company Secretary
Fusion Corporate Secretarial Services
Transfer Secretaries
Computershare Investor Services Proprietary Limited
Registration Number 2004/003647/07
Rosebank Towers,
15 Biermann Avenue,
Rosebank,
Johannesburg, 2196
(PO Box 61051, Marshalltown, 2107)
Auditors
KPMG Inc.
Bankers
Standard Bank

Pretoria
19 March 2019

Designated Adviser
PSG Capital

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