2021
ANNUAL
REPORT
Dicker Data Limited ABN 95 000 969 362
Dicker Data is an Australian
owned and Operated, ASX listed
distributor of computer hardware,
software and related products
with over 43 years experience.
Incorporated in 1978, Dicker Data’s mission is to inspire,
educate and enable ICT resellers to achieve their full
potential through the delivery of unparalleled service,
technology and logistics. Dicker Data is Australia’s largest
locally owned and operated ICT distributor. Serving in
excess of 8,200 registered reseller partners annually,
Dicker Data finished the FY21 year with revenues just
short of $2.5b. Since listing on the ASX in January
2011, Dicker Data has delivered consistently
profitable results for shareholders whilst
maintaining a 100% dividend policy.
TABLE OF
TABLE OF
CONTENTS
CONTENTS
2
4
6
8
10
12
13
14
16
22
24
37
48
49
50
51
52
87
88
89
92
2021 Highlights
Our ANZ Vendor Portfolio
Board of Directors & Senior Management
CEO Commentary
Who We Are
2021 in Review
Industry Recognition
Exeed Acquisition
Environmental, Social & Governance
2022 and Beyond
Directors’ Report
Remuneration Report
Statement Of Profit Or Loss And Other
Comprehensive Income
Statement Of Financial Position
Statement Of Changes In Equity
Statement Of Cash Flows
Notes To The Financial Statements
Directors’ Declaration
Auditor’s Declaration Of Independence
Independent Auditor’s Report
Shareholder Information
2021 HIGHLIGHTS
$2.5b
Total Revenue
Up 24.2% YOY
$118.7m
EBITDA
Up 29.9% YOY
$520m
Recurring Revenue
Up +19.7% YOY
$73.6m
Net Profit After Tax
Up 28.6% YOY
42.6c
Earnings Per Share
Up 25.6% YOY
Dicker Data acquired
Exeed to create New
Zealand’s 2nd largest
technology distributor
6,200
Active AU
Partners
2,000
Active NZ
Partners
FROM IDG
We were named ARN’s
Diversity & Inclusion
Champion
December
2021 was
our largest
revenue month
ever at $300m
Australia
relocated
to new
custom
built facility
2
3
OUR ANZ VENDOR
PORTFOLIO
Security Made Smarter
4
4
5
5
BOARD OF DIRECTORS
& SENIOR MANAGEMENT
The following persons were directors of Dicker Data Limited during
the financial year end and up to the date of this report. Directors
were in office for this entire period unless otherwise stated.
BOARD OF DIRECTORS
SENIOR MANAGEMENT
DAVID
DICKER
Chairman and
Chief Executive Officer
FIONA
BROWN
Non-executive
Director
IAN
WELCH
Executive Director, Chief
Information Officer
and Director of Operations
LEANNE
RALPH
Non-executive
Director
• Founded Dicker Data
• Has been director of the company since inception in 1978
• Focuses on business strategy and decision making
• Co-Founder of Dicker Data
•
• Has over 26 years’ of experience in the IT
Involved in the business since inception in 1978
distribution industry
• Joined Dicker Data in March 2013 as General Manager IT
• Was appointed Executive Director in August 2015
• Responsible for internal IT Systems and processes and
working closely with vendors and customers on digital
transformation technologies
• Experienced governance professional
• Ex-CFO in the importing, wholesaling and retail sector
• Extensive ASX-related experience
MARY
STOJCEVSKI
Executive Director and
Chief Financial Officer
VLADIMIR
MITNOVETSKI
Executive Director and
Chief Operating Officer
KIM
STEWART-SMITH
Non-executive
Director
• Joined Dicker Data as Financial Controller in 1999
• Responsibilities include all the financial management,
administration and compliance functions of the company
• Has been an Executive Director of the company since
August 2010
• Joined Dicker Data as Category Manager in 2010
• Appointed to the board as Executive Director in 2014
• Has over 20 years’ of distribution industry
experience having previously worked for Tech
Pacific and Ingram Micro
• Joined the board 29 March 2021
• Experienced governance professional
• Extensive executive experience
• Skilled business, finance and tax advisor
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7
CEO
COMMENTARY
Results Summary
Key Financial Data
Total revenue from ordinary activities
Gross Profit
Earnings before interest, tax, depreciation [EBITDA]
Net operating profit before tax*
Net statutory profit before tax
Net profit after tax [NPAT]
2021
$’000
2020
$’000
2,484,459
2,000,112
230,336
118,728
106,075
105,097
73,562
191,391
91,389
81,859
81,859
57,182
Welcome to our Annual Report on the year 2021.
Earnings per share (cents)
42.63
33.95
Another year with difficult market conditions. Having learned a lot in 2020, where we were
still able to get outstanding results, the company was well prepared for the continuation of a
very testing environment. Despite all this, we have returned an outstanding result. Combined
revenue for Aus and NZ was just under $2.5b. A sensational outcome, up by 24.2% year on year
comparison. Consolidated Net profit before tax finished at $105.1m, an increase, year on year
of 28.4%. A tremendous result that is credit to our staff and management team.
During the year we successfully acquired Exeed, headquartered in NZ, to significantly
bolster our operations there. We now have the platform to contend for number one in the NZ
distribution sphere. We also recently signed a business sale agreement to acquire the Hills
Security and IT business. This will open us up to a new range of customers, as well as add
substantial revenue. We expect this platform to provide some significant upside in 2022.
We have begun the planning to expand our warehouse.
With what appears to be the end of the Pandemic finally, I am very confident about 2022.
David Dicker
CEO AND CHAIRMAN
8
Dividends paid
Dividends per share (cents)
*Add back one off acquisition transaction costs of $978k
64,676
37.50
59,546
35.50
Revenue
($m)
$2,484.5
($m)
Gross Profit
$2,000.1
$1,761.3*
$1,493.6
$158.4
$132.4
$230.3
$191.4
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
EBITDA
($m)
$118.7
$91.4
$73.8
$54.4
Net Profit
before Tax
($m)
$64.1‡
$46.6
$106.1†
$81.9
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
* FY19 - Revenue excludes Profit on Sale of property
‡ FY19 - Operating Profit before tax excluding Profit on Sale of property and cost for Employee Share Scheme
† FY21 - Operating Profit before tax excludesone off acquisition transaction costs of $978k
9
WHO WE ARE
over
8,200
active reseller partners
in Australia & NZ
over
90
vendors across
Australia and
NZ
Established in 1978, Dicker Data (ASX: DDR) has grown
to become Australia’s largest value-add distributor of IT
hardware, software, cloud and emerging technology solutions
for the corporate and commercial market.
In operation for over 43 years, the company boasts
a long history of strong revenue and profit growth,
with a current market cap of close to $2.5b. With
an experienced founder-led management team, the
company made its mark on the ASX in January 2011
and has since delivered a financial return of over 60
times or 5,900 percent on initial investments in the
company’s IPO, all whilst paying out 100 percent of
profits in dividends. Fast forward to 2021, Dicker Data
is a member of the S&P/ASX 300 Index and S&P/ASX
All Technology Index.
Dicker Data is the vital link in the technology value
and supply chain that supports over 8,200 IT reseller
partners to design, configure, deliver and deploy
the technology that helps address the challenges of
today with the solutions of tomorrow, for hundreds of
thousands of Australian and New Zealand (ANZ) end-
user businesses each year.
As digital transformation is now a business reality,
Dicker Data is the trusted advisor that provides
technology driven solutions into all levels of
Government, Enterprise and Small to Medium
Businesses via its partner network to improve
operational efficiency and deliver a superior experience
for their customers.
Deemed as an essential service throughout the
pandemic, Dicker Data is the catalyst for new
technology adoption and continues to be one of the
driving forces behind Australia’s uptake of advanced
technologies and digital solutions.
The company’s consistent and
strong results over the years
consolidates its status as a true
Australian success story.
Operating on the cutting-edge of technology and
representing vendors from all walks of technology,
Dicker Data continues to derive growth from new
technical innovations, services and trends whilst
leveraging its market position as the trusted advisor
and enabler of business continuity to thousands of IT
reseller partners and enterprises across ANZ.
Dicker Data is renowned for its customer centric
approach offering agility, flexibility and foresight to
build capabilities in adjacent sectors to identify the
next source of growth. Dicker Data’s performance-
based culture, management incentives and
shareholder alignment are key drivers to consistent
growth and success.
over
86%
of our resellers choose
to purchase online
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11
2021 IN
REVIEW
Hardware &
Virtual Services
$1,873m
+25.6% YOY
Total Revenue
2,484m
Software
$595m
+20.0% YOY
Services
$11m
-3.2% YOY
Other Revenues
$5m
+279.5% YOY
2021 was a year of significant milestones for Dicker
Data, despite the volatile market conditions and
uncertainty caused by global chip shortages, logistics
complications and the ongoing pandemic.
Our team moved into our new corporate headquarters
and distribution facility at 238 Captain Cook Drive,
Kurnell in early 2021, with the facility officially being
opened in April 2021 by The Hon. Scott Morrison MP,
Prime Minister of Australia. After touring our facility, the
Prime Minister outlined how Dicker Data is at the heart
of Australia’s digital transformation, recognising the
role our team has played throughout the pandemic in
keeping Australians connected and businesses moving
forward.
In July we announced our strategic acquisition of the
Exeed Group across Australia and New Zealand. The
acquisition has cemented Dicker Data’s position as
the second largest IT distributor in the New Zealand
market and provides a strong platform to overtake the
current market leader. The cultures of both Dicker Data
and Exeed have strong synergies which we believe will
create one of the leading places to work in the Kiwi
technology sector. The Australian division of the Exeed
Group was fully integrated into Dicker Data’s Australian
operations in December 2021, with the New Zealand
integration to be completed within the first half of 2022.
Our investment into hiring and retaining top talent
accelerated in line with our overall growth in 2021,
resulting in a larger, yet more efficient, workforce. The
various leaders within our business are constantly
digitally transforming their departments and leveraging
our internal support mechanisms to scale their various
services. We believe in the technology we sell to our
customers and advocate for our own teams
to leverage that technology to improve processes and
deliver superior customer experiences.
2021 saw nine new vendors onboarded across security,
collaboration, networking and virtualisation (excluding
Exeed). Industry heavyweight VMware joined Dicker
Data in February and the company has begun to enjoy
the benefits VMware brings to the overall technology
ecosystem. The total revenue generated from these
nine new vendors was $54.7m. Existing vendors grew
by over $240m, or 12% as vendor consolidation has
benefitted the company or as full sets of value
have been recognised
from the vendors
added in
FY20.
over
250,000
orders placed online
Average online
order size grew by
42%
YOY
+26%
web orders
INDUSTRY RECOGNITION
Australia and New Zealand in 2021
ASUS NZ
Motherboard Distributor
of the Year
ARUBA
National Marketing
Excellence
CHECKPOINT
Top Cloud Distribution
Partner of the Year
CISCO
APJC SB Marketing
Innovation & Excellence
DELL TECHNOLOGIES
Distributor of the Year
HP
PC Distributor
of the Year - AU
HPE
Distribution Partner
Reactivation of the Year
Honeywell NZ
Distributor of the Year
INTEL
Highest DCG Revenue
Growth - APJ
LENOVO NZ
IDG Distributor of
the Year
MICROSOFT
#1 Fastest Growing
Teams Distributor in APJ
MICROSOFT NZ
Global Runner Up
Indirect Provider
Partner of the Year!
POLY
Distributor
of the Year
SECURID – RSA
Outstanding commitment,
dedication & support
SEAGATE
APAC Distributor
of the Year
SEAGATE
Highest Growth
Distributor
TELSTRA
Enterprise Distributor
of the Year
TREND MICRO
Distributor of
the Year
FROM IDG
ARN
Hardware Distributor of
the Year award at the 2021
#ARN Innovation Awards!
FROM IDG
ARN
Diversity & Inclusion
Champion
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13
EXEED
ACQUISITION
This transaction will propel
Dicker Data NZ to become the
second largest IT distributor in New
Zealand with estimated revenue of over
NZD $500m for the combined entities.
As a locally owned and operated distributor in New
Zealand, Exeed shares many cultural similarities with
Dicker Data. Their ability to outpace all foreign rivals
in their local market is testament to the strength
of the business being acquired. The competitive
advantage a local distributor brings is deeply
engrained in Dicker Data’s DNA, and every reseller
partner who works with either business today should
be reassured that the seamless continuity of their
business is the utmost priority as Exeed is integrated
into Dicker Data.
Established in 2002, and headquartered in Auckland,
Exeed is the second largest IT distributor in the New
Zealand market and holds dominant market share
across a number of the vendors they represent. The
acquisition of Exeed will provide Dicker Data NZ with
the platform to rival the largest distributor in the
NZ market using a mixture of unique local market
knowledge and access to an increased range of
world leading brands.
With operations expanded into Australia in 2016, the
Exeed business represents combined revenues of
approx. NZD $380m, with FY21 full year normalised
EBITDA earnings expected to be approx. $15m. In
addition to NZD $310m of revenue in the NZ market,
this acquisition also gives us access to NZD $70m
revenue in Australia, across a vendor base that has
no overlap with existing Australian vendors.
Exeed is a leading distributor of key technology
brands including Apple, HP, Hewlett Packard
Enterprise and Microsoft, with a focus on both the
commercial and retail sectors. Exeed carries a
number of exclusive distributorships in New Zealand
including Motorola, Ruckus and Webroot. The
business employs a total of 119 staff, with 95 based
in New Zealand and 24 in Australia.
19 Years
IT Industry
Experience
2nd Largest
New Zealand
IT Distributor
Revenue
NZD$380m
Established
Retail Distribution
1,200 NZ
Reseller Partners
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ENVIRONMENTAL,
SOCIAL & GOVERNANCE
Dicker Data has a long history of
implementing initiatives to create
a sustainable and ethical future.
These initiatives are core to the
ongoing success of the company
and play a key role in fostering
a sense of community with
our employees and the various
organisations we support. We are
proactively working to use our
privileged position as a leading
company in the technology sector
to drive better outcomes for people
and the planet.
Corporate Social
Responsibility
Dicker Data is proud of its long-standing
commitment to corporate social responsibility
(CSR) initiatives. Despite the ongoing challenges
presented by the pandemic, Dicker Data has remained
steadfast in delivering on the CSR expectations of
its shareholders and stakeholders. As an ASX300
company and as the largest Australian-owned
technology distributor, we have a key role to play in
ensuring our operations and those of our suppliers are
focused on protecting the rights of people, protecting
the planet and to ensure that we have robust policies
and procedures in place to uphold the company’s
reputation as a model corporate citizen. It is this
commitment that continues to drive our employee
satisfaction to new heights, with nearly 85% of all staff
indicating they were proud to work for Dicker Data in 2021.
Dicker Data was the category sponsor for the Ocean
Monitoring Spotlight Award in the 2021 Ocean Impact
Organisation’s Pitchfest. Pitchfest recognises the
organisations that are creating innovative solutions to
transform ocean health and Dicker Data’s involvement
enabled the winner of the Ocean Monitoring Spotlight
award to benefit from a cash prize. Dicker Data is
working with Ocean Impact Organisation to provide
their headline winners with access to technology and
expertise from the company’s Executive team in 2022.
Launched in December 2020, Dicker Data’s
partnership with FNPW enables the company’s
reseller partners to donate towards protecting
the environment for the future and enabling land
acquisition to grow the footprint of our National
Parks. Each donation made by Dicker Data’s reseller
partner community is matched by the company.
Team Initiatives
Several teams from within Dicker Data have conducted fundraising activities in 2021.
Some of the charities they supported include:
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We lead the
ASX300 and
ASX:ATI with
57% female
representation
on our Board of
Directors.
Diversity and Inclusion
Dicker Data boasts not only an industry leading, but ASX300 and ASX
All Tech Index leading Board gender ratio of 57% female to 43% male.
The broader company’s gender ratio is also industry leading at 54% male
to 46% female. We represent a wide range of ethnicities, religions, ages,
abilities and many other identity groupings. We speak over 30 languages
and pride ourselves on our strong connections and opportunities to learn
from abundantly diverse perspectives. It’s this diversity and inclusion that is
at the centre of the company’s success.
We have a rich history of inclusive practices that embrace the diversity of our
people. Dicker Data is extremely proud to have been named the Diversity and
Inclusion Champion of 2021 for the Australian technology industry. Presided
over by Australian Reseller News (ARN), the launch of this prestigious award
saw Dicker Data compared to global technology leaders such as Microsoft and
Cisco, with the company successfully being awarded with the inaugural honours.
We speak over
30 languages
Dicker Data is a proud member of the Champions of Change coalition. Joining in 2019
as a part of the Microsoft cohort, COO Vladimir Mitnovetski and CFO, Mary Stojcevski,
have led the company’s efforts to deliver on the requirements of the program and
continually transform the organisation. Dicker Data was recognised as the leading
technology company in the Microsoft cohort in the 2020 Champions of Change
benchmark report across a number of the categories measured. Dicker Data
remains committed to driving the proliferation of women in leadership at the
company and has also participated in the Women Rising initiative to assist
female staff in identifying and addressing challenges to their career growth
and educating leaders on how to develop more diverse teams.
57% female
representation
on our Board
of Directors
and 46%
company wide
57%
We come
from all over
the world
Commitment
to our People
Our people have always been our largest competitive
advantage and we remain committed to hiring and
retaining the best people in the Australian technology
industry. Our family culture centred on empowerment
has created a unique corporate environment where
entrepreneurship is encouraged and celebrated.
Inclusivity and flexibility are at the core of the company
and is best exemplified by the company hiring new
mothers returning to the workforce on flexible working
arrangements as far back as the 1980s.
Almost 85% of our 700-strong workforce indicated they’re
proud to work for Dicker Data in our annual staff survey.
Our Executive leadership team are committed to acting
on the feedback provided by our staff to create the best
possible working environment that supports the career
objectives of the people who choose to work with us. Our
leaders encourage new ideas and the ambition of our
teams’ continually drives the company to new heights.
Almost 85% of our
700-strong workforce
indicated they’re proud to
work for Dicker Data
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Our Facilities
Modern Slavery
The company published its first edition of a Modern
Slavery Statement in 2020 and was met with pleasing
results across the large majority of its supply chain.
Dicker Data remains fully committed to exceeding its
obligations in this area and continues to undertake
action to ensure its supply chain is compliant with local
and global standards. Our strategies towards minimising
Modern Slavery continue to evolve as we work towards
a sustainable and ethical future for our business and the
wider technology industry.
Ethical Conduct
Dicker Data is committed to ensuring its operations
meet the ethical standards outlined in the company’s
Code of Business Conduct. All employees are required
to undergo online training and complete a test on
the company’s Code of Business Conduct upon
commencement of their employment and every 12
months thereafter. Full support is provided to assist
employees in understanding their obligations and their
role in upholding the Code of Business Conduct.
Dicker Data is proud to have met its full taxation
obligations in Australia and New Zealand, and to have
not accessed any of the Government’s JobKeeper,
JobSeeker or other support mechanisms throughout
the pandemic. Our company has been fortunate enough
to have benefitted from strong growth in the demand
for technology and related services. Our commitment
to operating with the highest ethical standards cements
the company’s position as a well-regarded corporate
citizen and positively impacts the way our employees
view the company they work for.
Dicker Data moved into its new custom-designed and
built facility in Kurnell NSW in 2021. Officially opened by
the Prime Minister of Australia, the Hon. Scott Morrison
MP in April 2021, the $74m development features a
number of initiatives to reduce the company’s impact
on the environment. Featuring 8 electric car charging
stations and 678 solar panels, Dicker Data has the
capacity to operate completely off-grid under certain
weather circumstances, enabling the company to
be energy self-sufficient. In 2021, 62% of the power
consumed by our facility was produced by solar or was
supplied by the batteries stored onsite. Furthermore, the
office facilities were fitted with low emissive glass to
reduce glare and lower the requirement for heating and
cooling, in turn lowering energy consumption.
Dicker Data’s facility captures both rainwater as it falls
and stormwater from the ground. All of this water is
recycled onsite, with no overflow into the external
stormwater infrastructure. The water is captured in
detention basins that surround the facility and is then
used by the onsite irrigation system and by the toilet
facilities. Any overflow is soaked into the ground and
directed back to the nearby Botany Bay precinct, all
whilst enriching the soil with nutrients to promote plant
growth and to boost the local ecology.
Over 133,000 trees, grasses, shrubs and ground cover
were planted or sown onsite during the construction
and landscaping process to create a peaceful surround
for our otherwise bustling hub. The majority of plants
selected are native to the local area and were carefully
chosen to promote a healthy ecology for the surrounding
flora and fauna.
Operational Focus on
Sustainability
Dicker Data is a proud member of Australia Packaging
Covenant Organisation (APCO) and is committed to
playing its part in developing a circular economy for
packaging in Australia. With millions of shipments
leaving our warehouse each year, Dicker Data and its
suppliers have a significant role to play in reducing
non-recyclable packaging and phasing out the use
of problematic and unnecessary single-use plastic
packaging. We are committed to playing our part in
assisting APCO to reach its 2025 goal of 100% of
packaging to be reusable, recyclable or compostable
and ensuring we recycle every eligible waste material
handled by our business.
Dicker Data is also proud to have met its obligations
under the Product Stewardship Act for Televisions &
Computers. Partnering with E-Cycle Solution Pty Ltd,
Dicker Data is recycling all of the company’s ewaste in
a sustainable manner and managing the sustainable
disposal of excess packaging materials.
Our new facility features
678 solar panels
Over 133,000 trees, grasses,
shrubs and ground cover
Electric vehicle
charging stations
Energy self-sufficient
with low emissive glass
Rainwater and stormwater
recycled onsite
All ewaste recycled in
a sustainable manner
20
21
and analytics to distil the data will continue to grow. We
have been focused on ensuring we represent the vendors
with the leading technology solutions to support our
network of partners to capitalise on the infrastructure
opportunity from the edge, to the core, to the cloud.
Supply constraints are expected to continue until at least
mid-2022, however, this is not of significant concern.
We have demonstrated a strong level of resilience over
the last two years and are well-versed in navigating and
performing in this disruptive environment, all whilst
maximising the available opportunities.
peripheral devices, such as Unified Communications
(UC) headsets, will underpin the growth. In addition, the
homogenisation of collaboration platforms has begun
with key technology partnerships forming between
some of the major vendors we represent. This is in
turn further democratising collaboration solutions for
all organisations, resulting in even small businesses
justifying the investment into meeting room solutions to
give their employees a similar experience whether they’re
physically present or joining remotely.
We are forecasting another strong year for our
infrastructure business. 5G adoption has significantly
accelerated in the last 12 months which is leading to
increased demand for networking products to harness
the full capabilities of 5G, and a boost in demand for
storage solutions to help organisations cope with
the exponential growth in their data. As more people,
businesses and systems are connected, the need for
increased compute power, storage, network throughput
2022 AND BEYOND
Companies have engaged in Digital Transformation for
more than a decade; however, the last two years have
accelerated the adoption of technology as businesses
experienced a changing work environment with global and
national lockdowns. Businesses, communities and individuals
embraced the new digital wave and harnessed the power of
technology and its potential to keep businesses open and
communities and teams connected.
This exposure and adoption of new technology saw the
world embrace a new digital era and it’s clear Australia’s
digital evolution has only just begun. Dicker Data has
worked closely with the world’s leading vendors to
ensure business continuity for our reseller partners
and their customers. As this next phase of digital
transformation evolves, the role of IT distribution will be
an essential component for every business, be it directly
with our partners or indirectly via other means.
Dicker Data is well-positioned to
capitalise on the opportunity ahead
as it continues to work as strategic
partners with resellers and be the
vital link to the technology value and
supply chain.
Software is the highest growth opportunity for the
Company in FY22. Context Research is predicting
over 25% year-on-year growth in software for all
distributors globally, driven predominantly by hybrid
cloud adoption. Our software portfolio continues to go
from strength to strength and we believe it is now the
second largest, if not the largest, software distribution
business by revenue in the ANZ region. Fuelled by
growth in cloud, security, collaboration and productivity,
software continues to play a key role in increasing the
Company’s annual recurring revenues (ARR), with more
customers than ever before opting for Operational
Expenditure (OPEX) procurement over the traditional
Capital Expenditure (CAPEX)model. Furthermore, some
of the most significant operational gains made by the
Company in the last 12 months have come from our
digital transformation, led by investment into software
development to streamline processes and increase
overall efficiencies.
The work from anywhere trend (WFA) will continue to
drive demand for devices, particularly as product refresh
cycles are accelerated in light of distributed workforces
meeting increased security threats. The release of
Windows 11 in October 2021 was met with positive
reviews and is yet another key driver for accelerated
device refresh as organisations look to leverage the
latest technology to further their competitive edge
whilst addressing security concerns in the process.
Further to this, we believe demand for devices will
continue to increase as employers use technology as
their main tool in combatting the “Great Resignation.”
Employee experience is a key factor in attracting and
retaining top talent and the technology provided to
employees is now seen as a reflection of a company’s
investment in their employee’s ability to succeed.
Professional Audio Visual (AV) is forecasted to
continue delivering strong double-digit growth in
FY22, particularly with many businesses welcoming
staff back into their offices. Demand for smart
office technology, large format displays for shared
spaces and meeting rooms along with the associated
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*https://www.dickerdata.com.au/hubfs/Context22Briefing.pdf
DIRECTORS’
REPORT
The directors present their report,
together with the financial statements,
on the consolidated entity (referred to hereafter
as the ‘consolidated entity’) consisting of Dicker Data
Limited (referred to hereafter as the ‘company’ or ‘parent
entity’) and the entities it controlled at the end of, or
during, the year ended 31 December 2021.
The following persons were directors of Dicker Data Limited during the
financial year end and up to the date of this report. Directors were in
office for this entire period unless otherwise stated.
Directors
• David J Dicker
• Fiona T Brown
• Mary Stojcevski
• Vladimir Mitnovetski
• Ian Welch
• Leanne Ralph
• Kim Stewart-Smith
(appointed 29 March 2021)
Principal Activities
The principal activities of the consolidated entity during the year were wholesale distribution of computer
hardware, software and related products. There were no significant changes in the nature of the activities
carried out during the year.
Dividends
Dividends paid during the financial year were as follows:
Record
Date
Payment Date
15-Feb-21
01-Mar-21
15-May-21
01-Jun-21
18-Aug-21
01-Sep-21
15-Nov-21
01-Dec-21
Total
Dividend
/Share
(in Cents)
0.105
0.090
0.090
0.090
0.375
Amount
(in 000’s)
Type
FY
Amount
Franked
$18,074
Final
2020
$15,497
Interim
2021
$15,550
Interim
2021
$15,555
Interim
2021
100%
100%
100%
100%
$64,676
The total dividends declared and paid during the financial year were 37.5 cents per share or a total of $64.7m,
fully franked. (2020: 35.5 cents per share, $59.6m), representing an increase of 5.6%.
Our dividend policy provides for fully franked dividends to be paid on a quarterly basis, with the intent to
pay out 100% of the underlying after-tax profits from operations after taking into account projected capital
expenditure and cash requirements. The Dividend Reinvestment Plan (DRP) introduced in March 2014 has
been retained for the 2021 year. Of the $64.7m dividends paid, $56.9m were paid as cash dividends and $7.8m
participated in the DRP.
A final dividend for FY21 of 15.0 cents per share was declared on 9 February 2022 with a record date of 15
February 2022 and a payment date of 1 March 2022. With the three interim dividends paid during FY21, this
will bring total dividends paid for the FY21 year to 42.0 cents per share. The FY21 dividend paid represents an
increase over FY20 of 27.3%.
Type
FY
Payment Date
Interim
2021
01-Jun-21
Interim
2021
01-Sep-21
Interim
2021
01-Dec-21
Final
2021
01-Mar-22
TOTAL
2021
Dividend
/Share
(in Cents)
0.090
0.090
0.090
0.150
0.420
FY
Payment Date
01-Jun-20
01-Sep-20
01-Dec-20
01-Mar-21
2020
2020
2020
2020
2020
Dividend
/Share
(in Cents)
0.075
0.075
0.075
0.105
0.330
24
25
Operating and Financial Review
A snapshot of the operations of the consolidated entity for the full year and the results of those operations are
as follows:
$101.0m (2020: $86.2m) an increase of $14.8m (+17.1%), but decreasing as a proportion of revenue to 4.0%
(2020: 4.3%). The increase in salary and head count is attributed mainly to the Exeed acquisition, but also to
investment in additional headcount as a result of new vendor signings and growth in existing vendors. With
strong performance based remuneration packages the increase in salary costs is driven by the increase in
revenue and operating profit growth experienced. Headcount across the group finished at 694 (2020: 525), an
increase of 32.2%.
Dec-21
($ 000’s)
Dec-20
($ 000’s)
Increase
($ 000’s)
Increase %
Other operating expenses, excluding one-off costs increased by $0.6m to $15.3m but fell as a proportion of
sales to 0.6% (2020: 0.7%).
Total Revenue
Gross Profit
$2,484,459
$2,000,112
$484,347
$230,336
$191,391
$38,945
Net operating profit before tax *
$106,075
$81,859
$24,216
Net statutory profit before tax
$105,097
$81,859
$23,238
24.2%
20.3%
29.6%
28.4%
Net profit after tax attributable to members
$73,562
$57,182
$16,299
28.6%
* Add back one off acquisition transaction costs of $978k
Revenue
The revenue for the consolidated entity for the 12 months to 31 December 2021 was $2,484.5m (2020:
$2,000.1m), up by $484.3m (+24.2%). At a country level, Australia grew $300.3m (+16.3%) and New Zealand
grew $184.1m (+128.7%). The addition of the Exeed business represented incremental revenue of $183.1m.
Total revenue from sales of goods and services, excluding other revenue was $2,479.4m (2020: $1,998.8m)
up by $480.6m representing increase of 24.0%. On 6 August 2021 Dicker Data completed the acquisition of
the Exeed business which contributed five months of revenue for the financial year. The revenue contribution
from the Exeed business was $144.9m in New Zealand and $38.2m in Australia. Dicker Data has continued to
add new vendors and increased the breadth of products offered by existing vendors whilst still driving growth.
In 2021 a total of 9 new vendors were added (excluding Exeed), contributing incremental revenue of $54.7m.
Existing vendors grew $240.6m (+12.0%) as vendor consolidation continues to provide access to new product
sets or as full value was achieved from vendors added in 2020 (+$20.2m YoY). The growth of existing vendors
continues to be driven by the increase in demand for remote working solutions, surge in demand for virtual
capabilities and accelerated digital transformation of businesses as a result of the COVID-19 pandemic.
At a sector level, the Company maintained strong growth across all product related business units, with
hardware and support sales up $382m (+25.6%), and software sales up $99m (+20.0%). Lockdowns and
product availability impacted our services business unit, slightly down -$0.4m (-3.2%).
Within our software business the strongest growth came from our recurring revenue products
increasing to $520m (+19.7%).
Gross Profit
Gross profit for the reporting period was up 20.3% at $230.3m (2020: $191.4m). Gross profit margins abated in
the current year at 9.3% (2020: 9.6%). The decrease in profit margins is largely a normalisation from last year’s
opportunities caused by disruption in the supply chain, although these challenges remain.
Expenses
Operating Expenses
Operating costs for the reporting period were $116.3m (2020: $101.0m), up by 15.2%, but decreasing as a
proportion to revenue at 4.7% (2020: 5.1%), as the company continues to benefit from scale.
The increase in costs is attributed primarily to an increase in salary related expenses. Salary costs were
Depreciation, Amortisation and Interest
Depreciation and amortisation for the reporting period was $9.1m, an increase of $2.7m. Included in this
number is $2.7m for amortisation of identifiable intangibles. There was also some increases in plant and
equipment associated with the Exeed acquisition and depreciation with additional PP&E purchases inline
with increase of additional headcount in the financial year. With the adoption of accounting standard AASB16,
amortisation on the Right of Use Assets (ROUA) for capitalised leases amounted to $2.4m.
Finance costs in the reporting period were $3.9m, up from the prior year (2020: $3.5m), mainly
attributed to incremental debt associated with the Exeed acquisition and increase in working capital
requirements.
Net Profit
Operating profit before tax finalised at $106.1m (2020: $81.9m) up by 29.6%, after adding back one off
transactions costs of $977.9k related to the acquisition of the Exeed business. Statutory profit before tax
finalised at $105.1m (2020: $81.9m) up by 28.4%. Net profit after tax increased to $73.6m (2020: $57.2m), up
by 29.6%.
Weighted average earnings per share increased to 42.63 cents per share (2020: 33.95 cents), up by 25.6%.
Statement of Financial Position
Total assets as at 31 December 2021 increased to $854.1m (2020: $581.9m).
The statement of financial position reflects a substantial increase in working capital investment, mainly driven
by the incremental working capital attached to the Exeed business, however the existing business has also
made strategic increases in working capital to facilitate ongoing growth and to maintain supply in a sometimes
disjointed supply chain.
Total investment in net working capital was $258.6 up by $91.5m from previous year (2020: $167.0m). Cash
finalised at $7.4m, down by $23.0m (2020: 30.4m). Trade and other receivables were up from the previous
year to $455.5 (2020: $327.0m). The company increased inventory investment significantly with inventories
finishing at $201.3m (2020: $113.2m). Inventory days increased to 32.6 days (2020: 22.8 days). Trade and other
payables were up to $398.2m (2020:$273.2m).
Property, plant and equipment increased to $82.3m during the period (2020: $78.0m) an increase of $4.3m as
the company completed works on the new distribution centre and office complex and brought on the Exeed
assets onto the balance sheet.
Total liabilities as at 31 December 2021 were $675.8m, up from the prior period (2020: $420.3m).
Current borrowings comprising the drawn amount on the receivables purchase facility with Westpac was
at $140.0m as at 31 December 2021, $20.0m higher than the prior year (2020: $120.0m). A $70.0m acquisition
facility was established for the Exeed acquisition of which $10.0m is current and $60m non-current. The Exeed
business combination also added $20.2m in debt, funding Exeed’s working capital. Overall borrowings are
$230.2m, up $110.2m (2020: $120m).
26
27
Equity has increased to $178.3m during the year (2020: $161.6m) due to the impact of timing differences in
dividend flows (+$8.8m) and the contribution from the DRP (+$7.7m).
Equity Movement
Equity 31 Dec 2020
Comprehensive Income for FY2021
Share Issue (DRP)
Dividends Paid
Equity 31 Dec 2021
$'000
161,613
73,624
7,737
(64,676)
178,297
Significant changes in the state of affairs
Exeed Group Acquisition
On 30 July 2021, Dicker Data entered into a binding Sale and Purchase Agreement (SPA) to acquire the Exeed
Group (Exeed) business operating across Australia and New Zealand. The purchase price was $68m cash free,
debt free but included taking on existing working capital debt which was assumed by Dicker Data as part of
the working capital balance at completion. The acquisition funding was supported by a cash advance facility
from Westpac. The transaction completed 6 August 2021. In the current financial year there is five months
contribution from the Exeed business.
Established in 2002, and headquartered in Auckland, Exeed was the second largest IT distributor in the
New Zealand market and held a dominant market share across a number of the vendors represented. The
acquisition of Exeed will provide Dicker Data NZ with the platform to rival the largest distributor in the NZ
market using a mixture of unique local market knowledge and access to an increased range of world leading
brands.
Exeed was a leading distributor of key technology brands including Apple, HP, Hewlett Packard Enterprise
and Microsoft. With operations expanded into Australia in 2016, the Exeed business represented combined
revenues of approx. NZD $380m, with FY21 full year normalised EBITDA earnings expected to be approx.
$15m. In addition to NZD $310m of revenue in the NZ market, the acquisition also provided access to NZD
$70m revenue in Australia, across a vendor base that has no overlap with existing Australian vendors.
The opportunity provides a solid customer base of nearly 1,200 resellers, growth in market share and
revenue, plus immediate gain of skilled and specialist experts across the new commercial brands and retail
specialisation. Employing a total of 119 staff, there was an addition of 95 staff in New Zealand and 24 in
Australia. The scale of the combined entity will enhance Dicker Data’s value proposition to New Zealand
resellers and provides the local market with access to every major technology brand under the one banner,
plus providing platform to enter selected retail business in Australia.
Supply Chain Disruption
During the financial year, largely as a result of impacts of the Covid-19 worldwide lockdowns the previous year,
significant disruption was experienced in the supply chain. This was exacerbated by a global chip shortage
as a result of elevated demand as globally all industries embarked on digital transformation strategies. The
global chip shortage is expected to continue for the foreseeable future as manufacturers work to manage
the available inventory. Larger international markets, such as the US and Europe are experiencing higher
allocations than many countries across the APAC region, although the situation is improving with time. Each
vendor is executing a slightly different strategy, and Dicker Data continues to demonstrate its strength and
resilience as it continues to be extremely well placed to capitalise on the opportunities this unique market
dynamic is creating. Over the course of 2021 Dicker Data has been able to adapt to the changing supply chain
challenges and we have improved our ability to forecast and work with our vendors to secure stock allocations
whilst managing customer expectations. This has however led to increase investment in working capital with
increased inventory holdings as a result.
Despite the current shortages, we are experiencing strong demand with a backlog of orders to fulfil and as
supply improves, we expect to continue to meet this demand over the course of FY22. Having a significant
place in the IT supply chain, as an essential component for broader business continuity and digital
transformation, we are also identifying significant future opportunities within the technology sector. As digital
transformation continues to accelerate, the role of technology in business success continues to proliferate and
the evolving hybrid and modern workforce becomes increasingly dependent on more intelligent, faster and
collaborative technology solutions.
New Building Update
The construction of the new distribution centre at 238 Captain Cook Drive Kurnell was completed by the end of
2020 and at the start of 2021 all staff relocated to the new building. By February 2021 the business was fully
operating out of the new premises.
The size of the first stage of the new distribution centre is 28,925 sqm with 22,965 sqm of it being warehouse
space. This is an increase of approx 10,000 sqm from the previous warehouse facility representing an increase
in capacity of 80%. The increased capacity enabled our existing business to grow and also provided for
the ability to integrate the Exeed Australia business at this one location. The Exeed Australia business was
operating out of a Melbourne based warehouse and office and before the end of the financial year all stock
was relocated to Kurnell.
There is a further 18,620 sqm warehouse and office space approved as part of the Development Application to
be built as part of a second stage providing future expansion options, which we anticipate to commence this
year.
COVID-19 Update
On 31 January 2020, the World Health Organisation (WHO) announced a global health emergency because
of a new strain of coronavirus (COVID-19 outbreak) and the risks to the international community as the virus
spread globally beyond its point of origin. Because of the rapid increase in exposure globally, on 11 March
2020, the WHO classified the COVID-19 outbreak as a pandemic.
Over the last two years the business to date has proved resilient to the negative economic impact of COVID-19.
Significant growth was experienced due to increase in demand for remote working solutions, surge in demand
for virtual capabilities and accelerated digital transformation of businesses as a result of the COVID-19
pandemic. The Company did not access any government COVID-19 related grants in the period or to the date
of signing of this report. There is still significant uncertainty as to the full impact that the pandemic will have on
the economy overall which could impact the Company’s earnings in the new financial year, however our teams
are now well positioned to ensure continuity of supply. The full impact of the COVID-19 outbreak continues to
evolve at the date of this report.
Matters subsequent to the end of the financial year
Acquisition of Hills Security and IT Division
On 21 February 2022 the Company announced that it had entered into a conditional business sale agreement
(BSA) to acquire the Security and Information Technology (SIT) distribution division of Hills Limited (ASX: HIL)
(Hills) in Australia.
Headquartered in Lidcombe, NSW, Hills is the largest distributor of physical security products in the Australian
market. The SIT division generated $123.2m revenue in FY21, with $98.7m of the total attributed to security
and the remaining $24.4m to IT products. Following the acquisition, Dicker Data will not only be the largest
distributor in the segment but will be positioned to grow rapidly as the Company leverages synergies gained
from the Hills SIT division and capitalises on the market convergence occurring between security and IT.
Under the terms of the BSA, Dicker Data will acquire the SIT business for cash consideration structured as a
partial Net Asset sale. Upon completion Dicker Data will acquire the business, inventory, customer and vendor
relationships, employees and their entitlement obligations, and certain other net assets of the Hills SIT division.
The purchase price represents a premium to the net assets sold and the final amount is largely dependent
upon inventory related balances at the completion date. The price is estimated to be in the range of $20
million.
28
29
Communications (UC) headsets, will underpin the growth. The homogenisation of collaboration platforms has
begun with key technology partnerships forming between some of the major vendors we represent. This is
in turn further democratising collaboration solutions for all organisations, resulting in even small businesses
justifying the investment into meeting room solutions to give their employees a similar experience whether
they’re physically present or joining remotely.
We are forecasting another strong year for our infrastructure business. 5G adoption has significantly
accelerated in the last 12 months which is leading to increased demand for networking products to harness
the full capabilities of 5G, and a boost in demand for storage solutions to help organisations cope with the
exponential growth in their data. As more people, businesses and systems are connected together, the need
for increased compute power, storage, network throughput and analytics to distil the data will continue to
grow. We have been focused on ensuring we represent the vendors with the leading technology solutions to
support our network of partners to capitalise on the infrastructure opportunity from the edge, to the core, to
the cloud.
Following on from the Hills acquisition we will be looking to capitalise on this by establishing a separate
security division in FY22. Physical security, such as security cameras, network video recorders (NVRs) and
many more technologies represent a significant untapped opportunity for the company. We believe this
market, similarly to Professional AV two years ago, will converge with the traditional IT channel that we service,
presenting an opportunity to not only capture new customers in the physical security market, but to open
physical security solutions to our extensive existing partner network across Australia and New Zealand.
Supply constraints are expected to continue until at least mid-2022, however, this is not of significant concern.
We have demonstrated a strong level of resilience over the last two years and are well-versed in navigating and
performing in this disruptive environment, all whilst maximising the available opportunities.
Environmental Regulation
The consolidated entity is subject to the requirements of the Product Stewardship (Televisions and
Computers) Regulations 2011. There have been no instances of non-compliance throughout the year.
Dicker Data and the Hills SIT division share only three mutual vendors, presenting an opportunity to novate
agreements with over 50 net new vendors to Dicker Data, in line with the company’s growth strategy. The
Hills SIT division is currently working with over 2,000 customers, 85% of whom are new to Dicker Data, which
is expected to grow the Company’s total active customer base to over 10,000 businesses across ANZ. The
acquisition will accelerate the Company’s entry into the physical security market and presents a significant
opportunity to introduce the existing Hills SIT customer base to the wider range of technologies offered by
Dicker Data.
The agreement will see Dicker Data transition 130 of the Hills team members and assume responsibility for a
nationwide network of seven trade centres.
The physical security market has traditionally been serviced by an industry-specific group of businesses
who are highly specialised. Similar to the Professional AV and electrical trade markets, the physical security
segment is converging with the IT market as IoT, artificial intelligence, smart devices and cloud solutions
become critical elements of best-practice security solutions.
Rollover of Westpac Receivables Facility
The Westpac receivables facility has been renewed for a further 2 years, with the limit on the facility increasing
from $180m to $220m. This renewal of the facility and increase in limit ensures the ongoing funding to
continue to support working capital investments and the growth of the business.
There were no other significant matters subsequent to the end of the financial year.
Likely Developments And Expected Results Of Operations
As the world approaches two years of uncertainty caused by the global pandemic, one common theme
has emerged as the backbone to both business success and community connection; technology. The
importance of technology in our daily lives is unquestionable and as business embraces the era of the
dispersed workforce, the role and importance of technology cannot be understated. The nomenclature of
Digital Transformation was coined over 10 years ago, but despite this many businesses hadn’t fully embraced
the concept until they were forced to as a result of the pandemic and subsequent city and nationwide
lockdowns. The pandemic has shown businesses, communities and individuals alike that by harnessing the
power of technology they are able to realise their full potential. The exposure of Australian businesses to
digital transformation and their ability to realise the benefits buoys our positive outlook for the company’s
Financial Year 2022 and beyond. Put simply, Australia’s digital revolution has only just begun and Dicker Data is
extremely well positioned to capitalise on the opportunity ahead as it continues to accelerate.
Software represents the highest growth opportunity in FY22. Context Research is predicting over 25% year-
on-year growth in software for all distributors globally, driven predominantly by hybrid cloud adoption. Our
software portfolio continues to go from strength to strength and we believe it is now the second largest, if not
the largest, software distribution business by revenue in the ANZ region. Fuelled by growth in cloud, security,
collaboration and productivity, software continues to play a key role in increasing the company’s annual
recurring revenues (ARR), with more customers than ever before opting for OPEX (Operational Expenditure)
procurement over the traditional CAPEX (Capital Expenditure) model. Furthermore, some of the most
significant operational gains made by the company in the last 12 months have come from our own digital
transformation, led by investment into software development to streamline processes and increase overall
efficiencies.
The work from anywhere movement will continue to drive demand for devices, particularly as product refresh
cycles are accelerated in light of dispersed workforces meeting increased security threats. The release of
Windows 11 in October 2021 was met with positive reviews and is yet another key driver for accelerated
device refresh as organisations look to leverage the latest technology to further their competitive edge whilst
addressing security concerns in the process. Further to this, we believe demand for devices will continue to
increase as employers use technology as their main tool in combatting the “Great Resignation.” Employee
experience is a key factor in attracting and retaining top talent and the technology provided to employees is
now seen as a reflection of the company’s investment in their own success.
Professional AV is forecasted to continue delivering strong double-digit growth in FY22, particularly with
many businesses welcoming staff back into their offices. Demand for smart office technology, large format
displays for shared spaces and meeting rooms along with the associated peripheral devices, such as Unified
30
31
INFORMATION ON DIRECTORS
Director Meetings
The number of meetings of the company’s board of directors and of each board committee held during the
year and the number of meetings attended by each director were:
Board
Audit
& Risk
Committee
Nomination &
Remuneration
Committee
Meetings
eligible
to attend
Meetings
attended
Meetings
eligible
to attend
Meetings
attended
Meetings
eligible
to attend
Meetings
attended
12
12
12
12
12
12
9
12
12
12
12
12
12
9
1
2
1
-
-
2
1
1
2
1
-
-
2
1
-
3
-
-
-
3
2
-
3
-
-
-
3
2
Directors
Mr David Dicker *
Ms Fiona Brown
Mr Vladimir Mitnovetski **
Ms Mary Stojcevski
Mr Ian Welch
Ms Leanne Ralph
Ms Kim Stewart-Smith ***
* Removed as member 29 Mar 21 on Audit and Risk Committee
** Removed as member 29 Mar 21 on Audit and Risk Committee
*** Appointed as member 29 Mar 21 on Audit and Risk Committee, Nomination and Remuneration Committee
DAVID DICKER
Chief Executive Officer (CEO) and Chairman
David is the co-founder of the company and has been a director of the company since
its inception. David’s role as CEO requires focus on Dicker Data’s business strategy and
decision making and under David’s strategic guidance the company has enjoyed material
growth, establishing Dicker Data as one of the leading Australia-based distributors of IT
products.
Interest in Equities:
10,000,000 Ordinary shares in Dicker Data Limited
48,000,000 Ordinary shares held by Rodin Ventures Limited
10,000 Ordinary shares held by his wife
Interest in Contracts:
Nil
Special Responsibilities:
Chairman and responsible for the overall business management
and strategy as Chief Executive Officer.
Other Current Listed Company Directorships:
None
Other Current Listed Company Directorships held in Previous 3 Years:
None
FIONA BROWN
Non-Executive Director
Fiona Brown is the co-founder of Dicker Data and currently serves as Non-Executive Director of the
company. Fiona has been involved with the business since it started in 1978 and has been a director
of the company since 1983. As a Non-Executive Director, Fiona brings her knowledge and experience
in the IT distribution industry for over 40 years, of which the first 26 years was in the role of General
Manager of the business.
Interest in Equities:
54,305,643 Ordinary shares in Dicker Data Limited
1,319,448 Ordinary shares held by Fi Brown Trust N01
97,745 Ordinary shares held by South Coast Developments Pty Ltd
as trustee for the Brown Family Superfund
Interest in Contracts:
Nil
Special Responsibilities:
Member of the Audit and Risk Management Committee
Member of the Nomination and Remuneration Committee
Other Current Listed Company Directorships:
None
Other Current Listed Company Directorships held in Previous 3 Years:
None
32
33
VLADIMIR MITNOVETSKI
Executive Director and Chief Operating Officer
Vlad joined the company in 2010 in his role as Category Manager. In this role he was responsible
for the establishment and growth of key volume vendors and was instrumental in the introduction
of new vendors to Dicker Data’s portfolio. Vlad is a business technology professional with over 18
years of distribution industry experience. Vlad started his career at Tech Pacific and then Ingram
Micro where he worked in various roles before progressing to business unit manager roles in
enterprise and personal systems, working closely with many leading vendors. Vlad holds a bachelor
of business degree from University of Technology and a masters degree in Advanced Marketing and
Management from the University of New South Wales. Vlad was appointed to the position of Chief
Operating Officer on 8th September 2014.
Interest in Equities:
715,000 Ordinary shares in Dicker Data Limited
38,377 Ordinary shares held by Mitnovetski Pty Ltd as Trustee for
Mitnovetski Superannuation Fund
20,627 Ordinary shares held by his wife
Interest in Contracts:
Nil
Special Responsibilities:
Responsible for the sales, vendor alliances and operations of the consolidated entity.
Other Current Listed Company Directorships:
None
Other Current Listed Company Directorships held in Previous 3 Years:
None
MARY STOJCEVSKI
Executive Director and Chief Financial Officer
Mary joined Dicker Data as Financial Controller in 1999. Her responsibilities include all of the financial
management, administration and compliance functions of the company. Prior to joining Dicker Data
Mary had over 15 years’ experience in accounting and taxation. Mary holds a Bachelor of Commerce
Degree with a major in Accounting from the University of New South Wales. Mary is also an
Executive Director of the company and has been a director since 31 August 2010.
Interest in Equities:
61,015 Ordinary shares in Dicker Data Limited
205,249 Ordinary shares held by Stojen Pty Ltd as trustee for
Stojinvest Superannuation Fund
Interest in Contracts:
Nil
Special Responsibilities:
Responsible for the overall financial management and compliance
functions of the consolidated entity
Other Current Listed Company Directorships:
None
Other Current Listed Company Directorships held in Previous 3 Years:
None
IAN WELCH
Executive Director, Chief Information Officer and Director of Operations
Ian joined Dicker Data in March 2013 as General Manager – IT before he was appointed Chief
Information Officer on 6th August 2015. Prior to officially joining Dicker Data Ian spent more than
15 years consulting to Dicker Data in various roles. During this period Ian had been instrumental
in establishing and maintaining the IT Systems for Dicker Data and as a result has a deep
understanding of the business and all related processes. Ian started his career as an IT Professional
working as consultant to businesses in various sectors. A large proportion of these were in the
logistics space which have allowed Ian to develop a fundamental understanding of such operations.
Ian is also an Executive Director of the company and was appointed 6th August 2015.
Interest in Equities:
64,528 Ordinary shares in Dicker Data Limited
Interest in Contracts:
Nil
Special Responsibilities:
Responsible for IT operations, systems and processes
Other Current Listed Company Directorships:
None
Other Current Listed Company Directorships held in Previous 3 Years:
None
LEANNE RALPH
Non-Executive Director
Leanne was appointed as an independent non-executive director on 13 December 2019. Prior to
her appointment Leanne was the founder and director of Boardworx Australia Pty Ltd, a provider
of outsourced company secretarial services, until its sale in 2017. Leanne is a highly experienced
governance professional with over 15 years in this field, having held the role of Company Secretary
for a number of ASX-listed entities across a diverse range of industries. She currently holds the roles
of Non-Executive Director of Raise Foundation, and is Company Secretary for various listed entities.
Leanne’s prior executive positions focussed on accounting and finance for almost 20 years, as CFO
of International Brand Management Pty Ltd, a business of importing, wholesaling and retailing luxury
fashion brands, and Principal Client Advisor with Altus Financial, providing management accountant
and company secretarial services to clients. Leanne holds a Bachelor of Business with majors in
Accounting and Finance, is a Graduate Member of the Australian Institute of Company Directors and
a Fellow of the Governance Institute of Australia.
Interest in Equities:
3,237 Ordinary shares in Dicker Data Limited
3,973 Ordinary shares held by related parties
Interest in Contracts:
Nil
Special Responsibilities:
Chair of the Nomination & Remuneration Committee
Member of the Audit & Risk Management Committee
Other Current Listed Company Directorships:
None
Other Current Listed Company Directorships held in Previous 3 Years:
None
34
35
KIM STEWART-SMITH
Non-Executive Director
Kim was appointed as an independent non-executive director on 29 March 2021. Prior to her
appointment Kim spent 20 years in senior roles in Professional Services Firms and is currently
running her own Business Advisory and Chartered Accounting firm. She was also founder and
director of business advisory at chartered accounting firm Altus Financial. Kim has also spend 3
years as Oceania Corporate Services Leader for Ernst and Young. In this role she oversaw a team
of 65 both within Oceania and Manilla delivering outsourced virtual CFO, finance, accounting and
company secretarial services to clients of Ernst and Young. Kim has extensive experience in senior
commercial finance roles. She was CEO of an international technology company that explored a
strategic sale, and she spent 8 years as CFO and Company Secretary for Austereo and Mojo Publicis
Advertising. Kim holds a Senior Executive MBA from Melbourne Business School, a Bachelor of
Business with majors in Accounting and Finance, and she holds a Public Practice Certificate from the
Institute of Chartered Accountants Australia and New Zealand.
Interest in Equities:
1,500 Ordinary shares held by Stewart & Smith Pty Ltd as Trustee
for Stewart-Smith Superannuation Fund
Interest in Contracts:
Nil
Special Responsibilities:
Chair of the Audit and Risk Management Committee
Member of the Nomination and Remuneration Committee
Other Current Listed Company Directorships:
None
ERIN MCMULLEN
Company Secretary
Erin McMullen was appointed to the position of Company Secretary
on 6th November 2018. Erin has over 11 years’ experience in
company secretarial roles for various publicly listed and unlisted
entities. Prior to this Erin worked in Executive Support and
Managerial roles across a number of sectors.
Remuneration Report
Introduction from the Chair of the Nomination & Remuneration Committee
(Audited)
Dear Shareholders,
On behalf of Dicker Data’s Nomination & Remuneration Committee, I am pleased to present our Remuneration
Report for the year ended 31 December 2021.
The intention of this report is to describe the linkage between our strategy, remuneration principles and
remuneration framework and how these have been driving the significant shareholder returns Dicker Data has
achieved.
In a highly competitive industry that does not provide for the development or maintenance of any economic
moats, annual profit growth and, as a consequence, our dividends, is the primary driver of value. The
primary driver of market value is also the primary determinant of executive remuneration. Incentives make
up greater than 85% of executive remuneration. The determinants of incentive payments are margin and
profit. This ensures alignment with shareholder interests. It varies executive pay levels with profit levels and
the company’s capacity to pay. It is also transparent, audited, simple to understand, and straightforward to
administer.
The short-term profit focus (fed primarily by winning new business) feeds into long term wealth, since new
business turns into annual recurring revenue, contributing to profits in future years.
This is evident from the table below:
Dicker Data Growth
10yr
5yr
Revenue
546.54%
109.74%
Net Operating Profit Before Tax
1095.87%
187.40%
EPS**
Dividends
TSR*
*Total Shareholder Return (TSR)
** Earnings Per Share (EPS)
749.40%
165.84%
3650.0%
135.11%
6767.33%
611.59%
1yr
24.24%
28.32%
25.60%
5.63%
45.50%
FY21 Outcomes
FY21 has seen a continuation of Dicker Data’s growth under our executive team. Net operating profit before
tax increased by 28%. Realisable remuneration (base pay plus incentives) increased 28% for the COO & CFO
and increased 70% for the CIO.
For FY21:
•
•
•
•
The CFO received a base pay adjustment of $50,000.
Base pay is unchanged for other executives.
COO & CFO Performance-related incentive outcomes increased by 28% (in line with the increase in
net operating profit before tax).
The CIO’s Performance-related incentive outcomes increased from 1% to 1.5% of net operating profit
before tax, to be consistent with the CFO’s profit share.
Response to First Strike
At our 2021 AGM, 28.92% of votes cast were against the FY20 Remuneration Report, constituting a ‘first strike’
under the Corporations Act 2001 (Cth) (Corporations Act).
Proxy advisors and shareholder feedback indicated concern with the uncapped nature of the profit share plan,
the absence of a long-term incentive plan and the lack of equity payments and/or deferral on the profit share
36
37
plan. The board seriously considered this feedback, with outcomes from this review featuring in the next
section of this report.
FY22 Remuneration
No increase to base pay or incentive opportunity is planned in FY22.
A mandatory shareholding requirement (MSR) for executives of 300% of base pay has been introduced.
This formalises what is a long-standing cultural expectation of our executives. All executives exceed this
requirement. Accompanying this, a MSR for non-executive directors (NEDs) has been introduced. This requires
NEDs to accumulate a minimum shareholding equal to 100% of annual base board fees over five years from
the date of appointment to the board, based on director fees and share price at the time of appointment.
Concluding Comments
No other ASX 300 company has remuneration as directly linked to performance as Dicker Data. Our view is
that it is also the most transparent and simple executive remuneration among listed peers. Our policy whereby
all or almost all executive remuneration is tied to our profitability sets us apart from competitors, and ensures
we attract, retain and focus the industry’s best talent on the key driver of shareholder returns and value.
Executive pay can decline as much as increase. The fact that it has not declined over the last five years is a
testament to our policy’s ability to attract and retain the best talent, as well as its unrelenting focus on financial
improvement.
Dicker Data remains focused on delivering growth. We believe that our remuneration structure combined with
significant executive “skin in the game” positions us well to continue providing our shareholders with strong
returns, ensures executive pay varies with performance, and exposes and aligns executives personal asset
holdings with the long term interests of shareholders.
We remain open to remuneration frameworks that are simpler, at least as transparent and more aligned. To
that end we will continue to have ongoing dialogue with proxy advisers and our shareholders to ensure our
framework continues to deliver on that promise.
Leanne Ralph
Chair of the Nomination & Remuneration Committee
28 February 2022
Remuneration Report (Audited)
All information in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act. The remuneration report is set out under the following main headings:
a. Consideration of FY20 strike feedback
b. Key management personnel
c. Principles used to determine the nature and amount of remuneration
d. Details of remuneration
e. Service agreements
f. Share-based compensation
g. Additional disclosures relating to key management personnel
(a) Consideration of FY20 Strike feedback
At our 2021 AGM, 71.08% of the votes received supported the remuneration report for the financial year ended
31 December 2020. Votes cast were against the FY20 Remuneration Report were 28.92%, constituting a ‘first
strike’ under the Corporations Act.
The following table summarises the issues raised by our shareholders and their proxy advisors in connection
with the FY20 Remuneration Report resolution. Our assessment and consideration of these concerns are also
in the table below.
Issue raised
Consideration by Company
No proportion of executive
remuneration is deferred/
delivered in equity
No Long Term Incentive Plan
(LTI)
If executives did not own Dicker Data shares, or were not actively acquiring
our shares to meet ownership expectations, the absence of equity as part of
remuneration would be a valid concern. However, Dicker Data executives already
have accumulated our shares from after tax proceeds from their incentive
payments, consistent with board expectations. Their personal exposure to
total shareholder returns, and hence alignment with shareholder interests, is
significant. Their “skin in the game” is considerably higher than executives in
peer companies.
The following table breaks down the current shareholding levels as a proportion
of base pay for each executive:
Issue raised
Shareholding ($) as
at 31 December 2021
Shareholding as a
multiple of Base Pay
Vladimir Mitnovetski
$14,121,447
Mary Stoicevski
Ian Welch
$3,674,473
$957,596
23.5
14.7
3.8
There is an argument that remuneration deferral with equity would assist in
executive retention. In considering this we note that each member of the Dicker
Data executive team has been at the company for over 7 years, exceeding
average ASX 300 company executive tenure by about 2 years. This suggests
that the current policy has been effective at retention of talented executives that
deliver performance.
Therefore deferral would serve no further purpose given their levels of
ownership and exposure, while detracting from the simplicity and attractiveness
of our incentive plans for talented executives who get results.
Nevertheless, our review did recognise that some improvement was warranted.
While it has always been a cultural expectation that executives own significant
Dicker Data stock, there was no formal policy requiring this to be maintained.
Therefore a mandatory shareholding requirement for executives of 300% of
base pay to ensure all current and future executives achieve and maintain
significant shareholdings has been introduced. Although our executives have
binding employment agreements currently in force, they have nevertheless fully
endorsed this change. All have voluntarily agreed with this requirement. Lastly,
while we acknowledge that executives currently meet these requirements, they
are only matched by very few other ASX 300 companies.
We have deliberately configured our business to be agile, with limited long term
risk exposure. That is, we are asset light. Most capital deployment is in inventory,
which we turn over quickly to further reduce capital risk from obsolescence and
write downs. This permits us to focus primarily on sales and service, agilely
responding to our customers’ needs. Unlike competitors, we do not want to be
weighed down by legacy systems in a fast moving world of technology. Vendors
that we stock invest the capital, so we do not have to. The spread of vendors and
their products permits us to always have solutions for our customers, providing
we are agile enough to identify new technology opportunities to configure to
their needs. This pressure to respond in the short term is the reason we have
maintained consistently high levels of profit growth since we have listed. Our
incentive plan is essential to this strategy, while executive share ownership has
ensured good levels of alignment.
38
39
Issue raised
Consideration by Company
Executives are entitled to a
percentage of net operating
income before tax without a
limit on outperformance
The executive team has low levels of base pay in comparison to market practice.
A larger proportion of executives’ realised remuneration is at risk relative to
market practice. In the event that the gateway (a net profit margin of 2.5%) is not
achieved no profit share incentive will be earned.
Only one performance measure
Based on the feedback, it appeared that the uncapped profit share was an
issue for some proxy advisors and investors because it can result in very high
remuneration relative to similarly sized companies. This appeared to outweigh,
for the few that noted it, the very low remuneration relative to others that could
equally result if performance was poor. Dicker Data values remuneration and
performance symmetry. It does not subscribe to the view that executive pay
can go up but not down. Hence our philosophy more equitably shares the risk
between executives and shareholders. To cap the executive pay upside, we
would have to increase the floor on the executive pay downside. We do not want
to condemn shareholders with mediocrity by in effect saying to executives we
do not want them to outperform. We do.
Introducing a cap on outperformance of executives would be demotivating,
reduce executive retention, require Dicker Data to raise base pay and undermine
the model that has increased shareholder wealth so significantly since listing as
a public company.
Some proxy advisors and investors were concerned that there was a singular
focus on one measure. To some investors this would increase risk that other
important aspects would be disregarded, resulting in loss of value. We have
considered this within the context of the nature of the company and executive
shareholdings. We are reasonably satisfied from this review that the primary
driver of value is profit. Since 2017, the net profit before tax has grown at an
average rate of 27.1%. Shareholder wealth has increased at an average rate of
26.5% per annum over this period. For the financial year, earnings per share
increased by 26.4% whilst dividends paid to shareholders increased by 5.6%.
While there are other important performance factors, they are primarily
hygiene measures. That is, they are necessary as leading indicators of ongoing
organisational health. While they are not primary value drivers, failure to attend
to these can be risky, and consequently impact share price and dividends.
Hence as a board we do set standards for our executives, and measure and
monitor these. Rather than signalling any of these out, assigning a weight,
and varying pay according to a formula, we believe the impact of these is best
managed through requiring high levels of executive share ownership. This has
now been formalised with the MSR.
(b) Key management personnel
Key management personnel (KMP) covered in this report are detailed below:
e
v
i
t
u
c
e
x
E
-
n
o
N
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
s
r
o
t
c
e
r
i
D
Name
Position Held
Fiona Brown
Non-Executive Director
Tenure
Full Year
Leanne Ralph
Independent Non-Executive Director
Full Year
Kim Stewart-Smith
Independent Non-Executive Director
From 29 March 2021
David Dicker
Chief Executive Officer
Vladimir Mitnovetski
Chief Operating Officer
Mary Stoicevski
Chief Financial Officer
Ian Welch
Chief Information Officer
Full Year
Full Year
Full Year
Full Year
(c) Principles used to determine the nature and amount of remuneration
In determining the remuneration packages of its executives, the board adopts principles that ensures the level
and composition of remuneration aligns with the interests of shareholders and allows us to retain our high
performing talent.
These key principles are:
•
•
•
•
A focus on the performance of the business – executives are paid on the performance of the
business;
A minimum performance threshold has to be met before any performance awards are paid. This
ensures the variable reward is only available when value has been created for shareholders and when
profit is in line with the approved budget;
The remuneration framework is simple, clear and transparent;
Competitive remuneration packages to ensure the retention of highly skilled long-serving personnel.
Executive remuneration and other terms of employment are reviewed annually by the board having regard to
performance against goals set at the start of the year and relevant comparative information. Any changes
to remuneration and benefits would need to be agreed with executives, given their binding employment
agreements. Remuneration is intended to attract and retain executives capable of managing the company’s
operations, achieving the company’s strategic objectives, and increasing shareholder wealth.
Executives Remuneration Framework
The executive pay and reward framework includes the following components:
• Base pay and benefits
• Performance-related cash incentives
• Other statutory-based remuneration components such as superannuation.
The combination of these comprises the executive’s remuneration.
Base pay
Base pay is structured as a total employment cost package which may be delivered as a combination of
cash and prescribed non-financial benefits at the executive’s discretion. There are no guaranteed base pay
increases included in any senior executives’ contracts.
The following table summarises the executives base pay in FY21 as well as FY20:
Name
David Dicker
Vladimir Mitnovetski*
Mary Stoicevski
Ian Welch
FY21 Base Pay
FY20 Base Pay
-
$600,000
$250,000
$250,000
-
$600,000
$200,000
$250,000
* The remuneration payable to Mr Mitnovetski will be a performance-based salary of the higher amount of
either: (i) $50,000 per month; or (ii) 4% of net operating profit before tax in the quarter. Profit incentive is
subject to the company achieving a net profit margin of 2.5% in a calendar quarter.
Performance-related incentives
Performance-related cash incentive entitlements are linked to the achievement of financial objectives, namely
Net Operating Income before Tax if a minimum margin gateway has been achieved. Non-financial objectives
are also relevant in assessing executive performance in meeting the company’s business objectives.
Using a profit measure ensures variable reward is only available when value has been created for shareholders.
Incentives vary with the company’s capacity to pay incentives.
40
41
The executives’ cash incentive entitlements are assessed and paid either monthly or quarterly based on the
actual performance against the relevant monthly profit with reconciliation at the end of the financial year
against the audited full-year actual profit. The performance-related award is un-capped after the threshold
performance metric has been achieved. The chairman and CEO is responsible for assessing whether an
individual’s targets have been met.
The performance-related cash incentives align with Dicker Data’s strategy by:
• Focussing executives on the key value driver for share price and dividends.
•
•
Varying remuneration directly with the performance of the company and its capacity to pay.
Establishing a performance gateway requiring a minimum margin to be achieved before any
payment is made.
Lower risk through having relatively low fixed remuneration cost.
Providing for zero incentives in the event of poor performance.
Being simple to understand, monitor and audit.
Providing remuneration that is highly competitive, but only for executives who perform.
Aligning executive prosperity with shareholders via a high shareholding requirement.
•
•
•
•
•
Non-executive directors
Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities
of, the directors. The board determines remuneration of non-executive directors within the maximum amount
approved by the shareholders from time to time. This maximum currently stands at $250,000 per annum in
total for salary and fees, to be divided among the non-executive directors in such a proportion and manner as
they agree. Leanne Ralph was appointed to the board as a non-executive independent director in December
2019. Kim Stewart- Smith was appointed to the board as a non-executive independent director in March 2021.
Fiona Brown is also non-executive director, but is also a major shareholder, and therefore not considered
independent.
(d) Details of remuneration
Relationship between remuneration and company performance
The overall level of executive reward takes into account the performance over the financial year with greater
emphasis given to improving performance over the prior year.
During the tenure of the current executive team, financial performance has improved significantly.
The executive team increased the net operating profit on an average over the last 5 years by 27.1%. As a large
proportion of the executive’s remuneration package is based on net operating profit outcomes the executive
remuneration also increased. Shareholder wealth has increased at an average rate of 26.5% per annum over
this period. For the financial year, earnings per share increased by 26.4% whilst dividends paid to shareholders
increased by 5.6%.
The following table summarises net operating profit before tax and total shareholder return (TSR) over the past
ten years:
David Dicker does not participate in the profit share based incentive plan. The following table summarises
FY21 incentive pay outcomes for the KMP executives who are eligible:
Net Profit
Margin
Threshold
Net Profit
Margin
Achieved
Net Operating
Income before
Tax
Name
Vladimir Mitnovetski*
Mary Stoicevski
2.5%
4.2%
$105.1m
Ian Welch
Profit
Share %
Profit
Share $
4.0%
1.5%
1.5%
$4,203,891
$1,576,459
$1,576,459
As the net profit margin percentage performance gateway was achieved for FY21, each executive received
their incentive based on Net Operating Income before Tax.
The following graph compares each executive’s performance to company total shareholder return over the last
five years. These graphs display how the performance of the current executive team has driven growth and
returns over the past five years and how well it correlates with executive performance based pay.
800%
700%
600%
500%
R
S
T
400%
300%
200%
100%
0%
$4,500,000
$4,000,000
$3,500,000
$3,000,000
$2,500,000
$2,000,000
$1,500,000
$1,000,000
$500,000
$0
)
$
(
e
r
a
h
S
t
i
f
o
r
P
2017
2018
2019
2020
2021
TSR (since 1 Jan 2017)
Vladimir Mitnovetski
Mary Stojcevski
Ian Welch
x
a
t
e
r
o
f
e
b
t
i
f
o
r
p
g
n
i
t
a
r
e
p
o
t
e
N
$120m
$100m
$80m
$60m
$40m
$20m
$0m
42
8000%
7000%
6000%
5000%
4000%
3000%
2000%
1000%
0%
R
S
T
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Net operating profit before tax
TSR (since 1 Jan 2012)
43
Total remuneration
Compensation paid to key management personnel is set out below. Key management personnel include
all directors of the company and executives who, in the opinion of the board and CEO, have authority and
responsibility for planning, directing and controlling the activities of the group directly or indirectly.
Short Term
Short
Term
Long
Term
Share Based
Payments
Incentive
Cash
Bonus
Super
Non-Cash
Annual
Leave
Long
Service
Shares Options
Total
Cash
Salary
& Fees
$
-
-
-
-
FY
Dec-21
Dec-20
Dec-21
Dec-20
$
-
-
$
-
-
4,203,891 399,370
3,274,289 311,057
Dec-21 250,000 1,576,459 173,514
Dec-20 203,077 1,227,858 135,939
Dec-21 250,000 1,576,459 173,514
Dec-20 253,846
818,572 101,880
Executive Directors
David Dicker
Chief Executive Officer
Vladimir Mitnovetski
Chief Operating Officer
Mary Stojcevski
Chief Financial Officer
Ian Welch
Chief Information Officer
Non-Executive Directors
Fiona Brown
Leanne Ralph
Kim Stewart-Smith
Dec-21
54,289
Dec-20
50,228
Dec-21
58,382
Dec-20
54,300
Dec-21
45,031
Dec-20
-
-
-
-
-
-
-
5,294
4,772
5,694
5,700
4,426
-
TOTAL
Dec-21 657,703 7,356,809 761,810
Dec-20 561,451 5,320,719 559,348
FBT
Reportable
$
Leave
$
Leave
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
32,314 10,003
11,541 10,029
15,877 14,143
3,846
3,342
13,778
4,234
10,577
4,178
-
-
-
-
-
-
-
-
-
-
-
-
61,969 28,380
25,964 17,549
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Proportion of
remuneration
that is
performance
based
%
% of value of
remuneration
that consists
of share
Based
Payments
%
$
-
-
-
-
4,645,577
100.00%
3,606,916
100.00%
2,029,993
85.04%
1,574,062
76.71%
2,017,985
85.54%
1,189,053
70.39%
59,583
55,000
64,076
60,000
49,456
-
8,866,671
6,485,031
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(e) Service agreements
Terms of employment for the executive directors and other key management personnel are by way of
Consultancy Agreement or an Executive Service Agreement (ESA). The contract details the base salary and
performance-related incentives.
Consultancy Agreement for David Dicker
The company has engaged Rodin FZC (a company incorporated in Dubai) to provide the services of David
Dicker to act as the Chief Executive Officer and Executive Director of the company on an as-needed basis. The
Consultancy Agreement is dated 26 October 2010. The engagement is for an indefinite term. Either party may
terminate the agreement on the provision of 6 months’ notice. No fee is payable by the company to Rodin FZC
for the provision of the services. The agreement contains a number of post-termination restraints.
Deed of Adherence for David Dicker
The company and David Dicker have entered into a Deed of Adherence whereby Mr Dicker has agreed to
adhere and comply with all covenants and obligations of Rodin FZC set out in the Consultancy Agreement
(between the company and Rodin FZC) to the maximum allowable extent permitted by law as if Mr Dicker was
named as Rodin FZC therein. The Deed is dated 26 October 2010.
Executive Service Agreement for Vladimir Mitnovetski
The company has appointed Vladimir Mitnovetski as Chief Operating Officer and Director of the Board of
the company by way of an Executive Service Agreement (ESA). The ESA is dated 1 September 2014. The
appointment of Mr Mitnovetski is for an unspecified time. Either the company or Mr Mitnovetski may terminate
the ESA with 3 months’ notice. The remuneration payable to Mr Mitnovetski will be a performance-based
salary of the higher amount of either: (i) $50,000 per month; or (ii) 4% of net operating profit before tax in the
quarter. Profit incentive is subject to the company achieving a net profit margin of 2.5% in a calendar quarter.
Superannuation is uncapped and payable on total of base and performance payments at 9.5%. The ESA also
contains a number of post-termination restraints.
Executive Service Agreement for Mary Stojcevski
The company has appointed Mary Stojcevski as Chief Financial Officer and Director of the Board of the
company by way of an Executive Service Agreement (ESA). The ESA is dated 25 October 2010. The ESA
confirms Ms Stojcevski’s continuous service with the company commenced from 31 August 2010. The
appointment of Ms Stojcevski is for an unspecified time. Either the company or Ms Stojcevski may terminate
the ESA with 3 months’ notice. The remuneration payable to Ms Stojcevski comprises of a base remuneration
of $250,000 per annum. Ms Stojcevski is also entitled to a performance incentive equal to 1.5% of the
company’s net operating profit before tax. This is subject to net profit margin before tax not being less
than 2.5%, unless otherwise agreed. Superannuation is uncapped and payable at 9.5% on total of base and
performance payments. The ESA also contains a number of post-termination restraints.
Executive Service Agreement for Ian Welch
The company has appointed Ian Welch as Chief Information Officer and Director of the Board of the company
by way of an Executive Service Agreement (ESA). The ESA is dated 1 September 2015. The ESA confirms
Mr Welch’s continuous service with the company for all purposes commenced from 30 March 2013. The
appointment of Mr Welch is for an unspecified time. Either the company or Mr Welch may terminate the ESA
with 3 months’ notice. The remuneration payable to Mr Welch comprises a base remuneration of $250,000
per annum. Mr Welch is also entitled to a performance incentive equal to 1.5% of the Company’s net profit
before tax. This is subject to net profit margin before tax not being less than 2.5%, unless otherwise agreed.
Superannuation is uncapped and payable at 9.5% on total of base and performance payments. The ESA also
contains a number of post-termination restraints.
(f) Share-based compensation
No shares, rights, or options were granted to directors or key management personnel during the year ended 31
December 2021, no rights or options vested or lapsed during the year, and no rights or options were exercised
during the year by directors.
(g) Additional disclosures relating to key management personnel shareholding
The number of shares in the company held during the financial year by each director and other members of
key management personnel of the consolidated entity, including their related parties, is set out below:
December 2021
Ordinary Shares
David Dicker
Fiona Brown
Balance at the
start of the year
Additions
Disposals
Balance at the
end of the year
60,750,000
-
(2,740,000)
58,010,000
55,169,743
553,093
-
55,722,836
Vladimir Mitnovetski
951,580
84,032
(261,608)
Mary Stojcevski
247,606
18,658
Ian Welch
Leanne Ralph
Kim Stewart-Smith
64,528
18,803
-
-
3,175
1,500
-
-
(14,768)
-
774,004
266,264
64,528
7,210
1,500
117,202,260
660,458
(3,016,376)
114,846,342
44
45
Balance at the
start of the year
Additions
Disposals
Balance at the
end of the year
December 2020
Ordinary Shares
David Dicker
Fiona Brown
60,563,495
186,505
54,602,140
567,603
Vladimir Mitnovetski
729,316
222,264
Mary Stojcevski
Ian Welch
Leanne Ralph
210,863
60,000
1,600
36,743
4,528
17,203
116,167,414
1,034,846
This concludes the remuneration report which has been audited.
-
-
-
-
-
-
-
60,750,000
55,169,743
951,580
247,606
64,528
18,803
117,202,260
Transactions with Related Parties
There were a number of related party transactions during the year with the entity Rodin Cars Ltd, a New
Zealand based entity owned by David Dicker. The transactions included provision of marketing and IT services
and sales of goods and services which are billed to Rodin Cars Ltd on a monthly basis at commercial market
rates. Total amount billed to Rodin Cars Ltd for FY21 was $182,331. Dicker Data Financial Services Pty Ltd
has also provided finance to Rodin Cars Ltd at arms length commercial rates. The amount payable as at
31 December 2021 was $403,283. The principal amount financed was $3,993,922.57. In addition to these
transactions some payments have been made on behalf of director David Dicker throughout the year that were
subsequently reimbursed, or funds were deposited in advance to cover these expenses. As at 31 December
2021 there were no funds owed or owing.
Share Options
There were no outstanding options at the end of this financial year.
Indemnification and insurance of directors and officers
The company has indemnified the directors and executives of the company for costs incurred, in their capacity
as a director or executive, for which they may be held personally liable, except where there is a lack of good
faith.
During the financial year, the company paid a premium in respect of a contract to insure the directors and
executives of the company against a liability to the extent permitted by the Corporations Act. The contract of
insurance prohibits disclosure of the nature of liability and the amount of the premium.
Indemnity and insurance of auditor
The company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the
company or any related entity against a liability incurred by the auditor.
During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of
the company or any related entity.
of taking responsibility on behalf of the company for all or part of those proceedings.
Non-Audit Services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year
by the auditor are outlined in note 25 to the financial statements.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or
by another person or firm on the auditor’s behalf), is compatible with the general standard of independence for
auditors imposed by the Corporations Act.
The directors are of the opinion that the services as disclosed in note 25 to the financial statements do not
compromise the external auditor’s independence requirements of the Corporations Act for the following
reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the
•
integrity and objectivity of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out
in APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional
and Ethical Standards Board, including reviewing or auditing the auditor’s own work, acting in a
management or decision-making capacity for the company, acting as advocate for the company or
jointly sharing economic risks and rewards.
Officers of the company who are former audit partners of BDO
There are no officers of the company who are former audit partners of BDO Audit Pty Ltd.
Rounding of amounts
The company is of a kind referred to in ASIC Corporations (Rounding in Financial / Directors’ Report)
Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-
off’. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand
dollars, or in certain cases, the nearest dollar.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act is set
out on page 87.
Auditor
Accounting Firm BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the
Corporations Act.
On behalf of the directors
Proceedings on behalf of the company
No person has applied to the Court under section 237 of the Corporations Act for leave to bring proceedings
on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose
David Dicker
CEO AND CHAIRMAN
46
47
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2021
As at 31 December 2021
Revenue
Sales revenue
Other revenue:
Interest received
Recoveries
Other revenue
Expenses
Changes in inventories
Purchases of inventories
Employee benefits expense
Depreciation and amortisation
Finance costs
Other expenses
Profit before income tax expense
Income tax expense
Profit after income tax expense for the year
Profit attributable to members of the company
Other comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss
Foreign Currency Translation
Total comprehensive income for the year
Total comprehensive income attributable to members of the company
Weighted Earnings per share
Basic earnings per share
Diluted earnings per share
The statement of profit or loss and other comprehensive income is to be read in conjunction with the attached notes.
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Note
2,479,423
1,998,785
326
-
4,710
375
4
948
4
2,484,459
2,000,112
5
5
88,029
(7,187)
(2,337,117)
(1,800,207)
(100,993)
(86,232)
(9,104)
(3,875)
(6,379)
(3,527)
(16,302)
(14,721)
(2,379,362)
(1,918,253)
105,097
81,859
6
(31,535)
(24,677)
73,562
73,562
57,182
57,182
62
73,624
73,624
Cents
42.63
42.63
(364)
56,818
56,818
Cents
33.95
33.95
31
31
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total Current Assets
Non-Current Assets
Right of Use Asset
Property, plant and equipment
Intangible assets
Deferred tax assets
Total Non-Current Assets
TOTAL ASSETS
Liabilities
Current Liabilities
Trade and other payables
Lease Liabilities
Borrowings
Current tax liabilities
Short-term provisions
Total Current Liabilities
Non-Current Liabilities
Borrowings
Lease Liabilities
Deferred tax liabilities
Long-term provisions
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Equity attributable to Equity Holders
Issued capital
Reserves
Retained profits
TOTAL EQUITY
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Note
10
11
12
15
13
14
8
16
15
17
7
18
17
15
9
18
19
20
7,413
455,467
201,276
30,368
326,963
113,246
664,156
470,577
2,709
82,287
98,630
6,341
2,276
78,024
24,933
6,135
189,967
111,368
854,123
581,945
398,179
273,193
2,715
2,243
170,169
120,000
11,216
17,294
4,937
13,354
599,573
413,727
60,000
439
13,698
2,116
76,253
-
514
4,154
1,937
6,605
675,826
420,332
178,297
161,613
139,527
131,790
332
270
38,439
29,553
178,297
161,613
48
49
The statement of financial position is to be read in conjunction with the attached notes.
STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CASH FLOWS
For the year ended 31 December 2021
For the year ended 31 December 2021
Consolidated
Balance at 1 January 2020
Profit after income tax for the year
Other comprehensive income for the year net of tax
Total comprehensive income for the year
Transactions with the owners in their capacity as owners:
Share Issue (DRP)
Share Capital Raising and Share Purchase Plan (SPP)
Dividends Paid
Issued
Capital
$’000
Retained
Profits
$’000
Reserves
$’000
Total
Equity
$’000
Note
62,516
31,917
634
95,067
-
-
-
57,182
-
57,182
-
(364)
(364)
57,182
(364)
56,818
19
19
21
5,656
63,618
-
-
-
(59,546)
-
-
-
5,656
63,618
(59,546)
Note
31-Dec-21
$’000
31-Dec-20
$’000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
2,638,571
2,168,061
Payments to suppliers and employees (inclusive of GST)
(2,586,494)
(2,075,493)
Interest received
4
326
375
Interest and other finance costs paid
Income tax paid
(3,715)
(3,338)
(28,073)
(30,227)
Net cash from operating activities
30
20,615
59,378
Cash flows from investing activities
Payments for property, plant and equipment
(7,077)
(48,122)
Balance at 31 December 2020
131,790
29,553
270 161,613
Proceeds from sale of property plant and equipment
Payments for intangibles
(1)
(2)
Consolidated
Balance at 1 January 2021
Profit after income tax for the year
Other comprehensive income for the year net of tax
Total comprehensive income for the year
Transactions with the owners in their capacity as owners:
Issued
Capital
$’000
Retained
Profits
$’000
Reserves
$’000
Total
Equity
$’000
Note
131,790
29,553
270 161,613
-
-
-
73,562
-
73,562
-
73,562
62
62
62
73,624
Share Issue (DRP)
Dividends Paid
19
21
7,737
-
-
(64,676)
-
-
7,737
(64,676)
Balance at 31 December 2021
139,527
38,439
332 178,297
The statement of changes in equity is to be read in conjunction with the attached notes.
64
(3)
-
Payment for purchase of business, net of cash acquired
(63,640)
Net cash used in investing activities
(70,720)
(48,061)
Cash Flows From Financing Activities
Proceeds from share issue
Repayment of Bond
Drawdown of borrowings
Principal paid on lease liabilities
Interest paid on lease liabilities
Payment of dividends
Net cash used in financing activities
Net cash flows
(47)
63,618
-
(40,000)
86,826
30,000
(2,576)
(3,061)
(160)
(190)
(56,893)
(53,889)
27,150
(3,523)
(22,955)
7,795
Cash and cash equivalents at the beginning of the period
30,368
22,573
Cash and cash equivalents at the end of period
10
7,413
30,368
The statement of cash flows is to be read in conjunction with the attached notes.
50
51
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 December 2021
1. Significant Accounting Policies
The principal accounting policies adopted in the preparation of the financial statements are set out below
and in the following notes. These policies have been consistently applied to all the years presented, unless
otherwise stated.
New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the
current reporting period.
Any other new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have
not been early adopted. The adoption of these Accounting Standards and Interpretations did not have any
significant impact on the financial performance or position of the consolidated entity.
New Accounting Standards and Interpretations not yet Mandatory or early Adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not
yet mandatory, have not been early adopted by the consolidated entity for the annual reporting period ended
31 December 2021, unless otherwise stated. The consolidated entity has not yet performed an assessment of
the impact of these new or amended Accounting Standards and Interpretations.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the
Corporations Act, as appropriate for for-profit oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued by the International Accounting Standards Board
(‘IASB’).
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable,
the revaluation of available-for-sale financial assets, financial assets and liabilities at fair value through profit or
loss, certain classes of property, plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the consolidated entity’s accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are disclosed in the notes.
Parent entity information
In accordance with the Corporations Act, these financial statements present the results of the consolidated
entity only. Supplementary information about the parent entity is disclosed in note 27.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Dicker Data
Limited (‘company’ or ‘parent entity’) as at 31 December 2021 and the results of all subsidiaries for the year
then ended. Dicker Data Limited and its subsidiaries together are referred to in these financial statements as
the ‘consolidated entity’.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the
consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides
evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference
between the consideration transferred and the book value of the share of the non-controlling interest acquired
is recognised directly in equity attributable to the parent.
Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit
or loss and other comprehensive income, statement of financial position and statement of changes in equity
of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling
interest in full, even if that results in a deficit balance.
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The consolidated entity recognises the fair value of the consideration received and the
fair value of any investment retained together with any gain or loss in profit or loss.
Foreign Currency Translation
The financial statements are presented in Australian dollars, which is Dicker Data Limited’s functional and
presentation currency.
Foreign Currency Transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in profit or loss.
Foreign Operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates
at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars
using the average exchange rates, which approximate the rate at the date of the transaction, for the period.
All resulting foreign exchange differences are recognised in other comprehensive income through the foreign
currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is
disposed of.
Current and Non-Current Classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is current when: it is expected to be realised or intended to be sold or consumed in normal operating
cycle; it is held primarily for the purpose of trading; it is expected to be realised within twelve months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to
settle a liability for at least twelve months after the reporting period. All other assets are classified as non-
current.
A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for the
purpose of trading; it is due to be settled within twelve months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
52
53
Goods and Services Tax (‘GST’) and Other Similar Taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred
is not recoverable from, or payable to, the tax authority. In this case it is recognised as part of the cost of the
acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of
GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the
statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash
flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the
tax authority.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether
equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity
instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of
any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the
acquiree is measured at either fair value or at the proportionate share of the acquiree’s identifiable net assets.
All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities
assumed for appropriate classification and designation in accordance with the contractual terms, economic
conditions, the consolidated entity’s operating or accounting policies and other pertinent conditions in
existence at the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held
equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and
the previous carrying amount is recognised in profit or loss.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair
value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability
is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its
subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-
controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any
pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to
the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-
date, but only after a reassessment of the identification and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held
equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively
adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the
measurement period, based on new information obtained about the facts and circumstances that existed at
the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the
acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
Rounding of Amounts
The company is of a kind referred to in ASIC Corporations (Rounding in Financial / Directors’ Reports)
Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-
off’. Amounts in this report have been rounded off in accordance with that Class Order to the nearest thousand
dollars, or in certain cases, the nearest dollar.
2. Critical Accounting Judgements, Estimates and
Assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates
its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other
various factors, including expectations of future events, management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual
results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed at each note.
3. Operating Segments
Operating segments are presented using the 'management approach', where the information presented is on
the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is
responsible for the allocation of resources to operating segments and assessing their performance.
Identification of Reportable Operating Segments
The consolidated entity is organised into two operating segments: Australian and New Zealand operations.
These operating segments are based on the internal reports that are reviewed and used by the Board of
Directors (who are identified as the Chief Operating Decision Makers (‘CODM’)) in assessing performance and
in determining the allocation of resources. Operating segments have been aggregated where they are below
the quantitative thresholds and where the aggregation criteria has been met per AASB8 Operating Segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation). Reportable revenue
is for only the one product range being sale of IT goods and services. The accounting policies adopted for
internal reporting to the CODM are consistent with those adopted in the financial statements. Included in
each of the operating segments is the respective revenue from the Exeed Australia and Exeed New Zealand
businesses
The information reported to the CODM is on at least a monthly basis.
Intersegment Transactions
During the year there was no dividend paid from Dicker Data NZ Ltd to Express Data Holdings Pty Ltd (2020:
$Nil).
Intersegment Receivables, Payables and Loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and
loans payable that earn or incur non-market interest are not adjusted to fair value based on market interest
rates. Intersegment loans are eliminated on consolidation. No single customer represents more than 10% of
revenue.
54
55
3. Operating Segments
Consolidated - December 2021
$'000
$'000
$'000
Australia
New Zealand
Eliminations/
Unallocated
2,152,620
326,803
260
-
4,475
66
-
235
2,157,355
327,104
-
-
-
-
-
TOTAL
$'000
2,479,423
326
-
4,710
2,484,459
Revenue
Sale of goods*
Other revenue:
Interest received
Recoveries
Other revenue
Total Revenue
EBITDA
108,443
9,307
-
117,750
Depreciation & amortisation
(7,226)
(1,878)
Interest received
Finance costs
Profit before income tax
Income tax expense
260
(2,662)
98,815
66
(1,213)
6,282
(30,000)
(1,535)
Profit after income tax expense
68,815
4,747
-
-
-
-
-
-
(9,104)
326
(3,875)
105,097
(31,535)
73,562
Consolidated - December 2020
$'000
$'000
$'000
Australia
New Zealand
Eliminations/
Unallocated
TOTAL
$'000
Revenue
Sale of goods*
Other revenue:
Interest received
Recoveries
Other revenue
Total Revenue
EBITDA
Depreciation & amortisation
Interest received
Finance costs
Profit before income tax
Income tax expense
1,855,901
142,884
-
1,998,785
467
4
934
14
-
14
(106)
-
-
375
4
948
1,857,306
142,912
(106)
2,000,112
88,485
(5,609)
361
(3,423)
79,814
(24,088)
2,905
(770)
14
(210)
1,939
(589)
-
-
-
106
106
91,390
(6,379)
375
(3,527)
81,859
-
(24,677)
Profit after income tax expense
55,726
1,350
106
57,182
Segment current assets
Segment non current assets
625,334
137,683
53,293
52,284
(14,471)
664,156
Segment current assets
-
189,967
Segment non current assets
Segment Assets
763,017
105,577
(14,471)
854,123
Segment Assets
Segment current liabilities
531,197
82,847
(14,471)
599,573
Segment current liabilities
Segment non current liabilities
69,368
6,885
-
76,253
Segment non current liabilities
441,782
109,858
551,640
394,968
6,091
28,970
1,510
30,480
18,815
514
(175)
470,577
-
111,368
(175)
(56)
581,945
413,727
-
6,605
Segment Liabilities
600,565
89,732
(14,471)
675,826
Segment Liabilities
401,059
19,329
(56)
420,332
*Revenue by product type and geographic location is disclosed at Note 4
*Revenue by product type and geographic location is disclosed at Note 4
56
57
4. Revenue
Sales from contracts with customers
The company sells hardware, software (including software licensing), warranties, logistics and configuration
services. The performance promise that is the responsibility of the company is to procure and supply or
provide access to these products and services and revenue is recognised at the point of sale. Whilst each
revenue stream represents a performance obligation, the performance obligation that is created is to deliver
these goods and services hence the entity has determined point of sale as the most relevant way to recognise
revenue per performance obligation. The company bears the inventory and credit risk and has pricing control
for the products and services supplied. Amounts disclosed as revenue are net of sales returns and any
customer rebates. Returns and customer rebates represent a variable consideration but do not represent a
judgement by management. There is no constraint on the amount of revenue recognised. In some limited
contractual agreements, the company acts as an agent. In such circumstances the revenue is recognised on a
net basis.
Disaggregation of revenue
The group has disaggregated the revenue from customer contracts into various categories in the following
table which is intended to:
•
•
depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by
economic data; and
enable users to understand the relationship with revenue segment information provided in Note 3
For hardware products the performance obligation is satisfied when the products are delivered. For software,
subscription and virtual products the performance obligation is satisfied when access is facilitated. For
3rd party warranties the performance obligations is satisfied when the hardware is allocated to a warranty.
Services revenue is recognised when the service is performed.
Partner Services
Agent commission
Point in time
Agent
6,068
Year to 31 December 2021
Product Type
Infrastructure
Description
Hardware products
Virtual Services
Sales of 3rd party
warranties and services
Software
Perpetual and subscription
licensing including cloud
products
Dicker Data
Services
3rd party logistics and
configuration services
Year to 31 December 2020
Product Type
Infrastructure
Description
Hardware products
Virtual Services
Sales of 3rd party
warranties and services
Software
Perpetual and subscription
licensing including cloud
products
Dicker Data
Services
3rd party logistics and
configuration services
Revenue
recognition
(PIT/OT)
Point in time
Agent/
Principal
Principal
AU
1,498,821
NZ
221,083
Consolidated
1,719,904
Point in time
Principal
143,448
9,980
153,428
Point in time
Principal
499,521
95,648
595,169
Point in time
Principal
4,762
92
-
4,854
6,068
2,152,620
326,803
2,479,423
Revenue
recognition
(PIT/OT)
Point in time
Agent/
Principal
Principal
AU
1,294,609
NZ
60,626
Consolidated
1,355,234
Point in time
Principal
131,319
5,025
136,345
Point in time
Principal
418,673
77,245
495,918
Partner Services
Agent commission
Point in time
Agent
6,062
Point in time
Principal
5,239
-13
-
5,226
6,062
1,855,902
142,883
1,998,785
Other Revenue
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying amount of the financial asset.
Other Revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Sales from contracts with customers:
Sale of goods and services
Other revenue:
Interest
Recoveries
Other revenue
Total Revenue
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Note
2,479,423
1,998,785
326
-
4,710
375
4
948
2,484,459
2,000,112
5. Expenses
Cost of Sales
Cost of goods sold are represented net of supplier rebates and settlement discounts. Supplier rebates can
be paid monthly, quarterly or half yearly. At the end of the financial year an estimate of rebates due, relating
to the financial year is accounted for based on best available information at the time of the rebate being
paid. Estimate of rebates is based on information provided by our suppliers on our tracking to targets and on
management’s judgement based on historical achievements
Depreciation and amortisation
Depreciation is calculated on a straight line basis to write off the net cost of each item of property, plant and
equipment (excluding land) or capover their expected useful lives. Amortisation of intangibles is calculated
on a straight-line basis over their expected useful lives, as either determined by management or by an
independent valuation.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are
expensed in the period in which they are incurred, including:
•
•
•
interest on any bank overdraft
interest on short-term and long-term borrowings
interest on finance leases
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are
incurred.
Operating leases
For the current financial year operating leases have been capitalised with recognition of a right-to-use asset
and liability for all leases (excluding short-term leases with less than 12 months of tenure and leases relating to
low-value assets). Amortisation of right-to-use assets is in line with AASB 16 and represents unwinding of the
liability in principal on straight-line basis and interest component is expensed.
58
59
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Note
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax
assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to
the same taxable authority on either the same taxable entity or different taxable entity’s which intend to settle
simultaneously.
Depreciation
Building
Plant and equipment
Total depreciation
Amortisation
Software
Right of Use Asset
Customer Contracts, Brands, Non Compete
Total amortisation
Total deprecation and amortisation
Finance costs
1,851
2,185
4,036
15
2,387
2,666
5,068
9,104
32
1,923
1,955
17
3,065
1,342
4,424
6,379
Interest and finance charges paid / payable
3,875
3,527
Superannuation expense
Defined contribution superannuation expense
6,816
5,884
Operating Leases
Property Rental Expense
32
24
6. Income Tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on
the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods,
where applicable. With the change in financial year, the Company has applied and has been approved for
a substituted accounting period for the lodgement of its tax return based on the calendar year January to
December.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered, or liabilities are settled, based on those tax rates that are enacted or
substantively enacted, except for:
•
•
When the deferred income tax asset or liability arises from the initial recognition of goodwill or
an asset or liability in a transaction that is not a business combination and that, at the time of the
transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or
joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date.
Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits
will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are
recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Dicker Data Limited (the ‘head entity’) and its wholly-owned Australian subsidiaries have formed an income
tax consolidated group from 01 April 2014, under the tax consolidation regime. The head entity and each
subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts.
The tax consolidated group has applied the ‘separate taxpayer within group’ approach in determining the
appropriate amount of taxes to allocate to members of the tax consolidated group. In addition to its own
current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the
deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in
the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated
entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group.
The tax funding arrangement ensures that the intercompany charge equals the current tax liability or benefit of
each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries
nor a distribution by the subsidiaries to the head entity.
Income Tax Critical Judgements
The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant
judgement is required in determining the provision for income tax. There are many transactions and
calculations undertaken during the ordinary course of business for which the ultimate tax determination
is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the
consolidated entity’s current understanding of the tax law. Where the final tax outcome of these matters is
different from the carrying amounts, such differences will impact the current and deferred tax provisions in the
period in which such determination is made.
(A) The components of tax expense comprise:
Current tax
32,565
25,722
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Over/(Under) provision in respect of prior years
Deferred tax (expense/benefit)
Over/(Under) provision in respect of prior years
Deferred tax included in income tax expense comprises:
(Increase) Decrease in deferred tax assets
Increase (Decrease) in deferred tax liabilities
Deferred tax included in statement of changes in equity
86
32,651
(904)
(212)
(1,116)
31,535
188
(1,210)
118
(904)
12
25,734
(1,045)
(12)
(1,057)
24,677
(509)
(655)
118
(1,045)
60
61
(B)
The prima facie tax payable on profit before income tax is
reconciled to the income tax as follows:
Prima facie tax payable on profit before income tax at 30%
31,529
24,557
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Add tax effect of:
Under provision for income tax in prior year
Non-deductible expenses
Franking deficit tax
Deferred Tax on intangibles
Less tax effect of:
Differences in overseas tax rates
Income tax expense attributable to entity
(127)
236
-
-
3
112
-
-
31,638
24,672
(103)
31,535
5
24,677
The applicable weighted average effective tax rates are as follows:
30.0%
30.1%
7. Current tax
Current tax liability
8. Deferred Tax Asset
Deferred tax asset comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Provision for receivables impairment
Provision for employee entitlements
Accrued expenses
Inventory
Capitalised expenditure
Property Plant and Equipment
Capitalised right-of-use assets
Amounts recognised in equity:
Share Issue Costs
Deferred tax asset
Movements in Deferred Tax Asset
Opening Balance
Credited / (charged) to profit or loss
Credited / (charged) to equity
Closing Balance
11,216
4,937
550
4,030
460
1,408
265
(1,054)
327
355
6,341
6,135
(57)
263
6,341
695
3,351
640
728
8
(344)
583
474
6,135
5,151
509
475
6,135
9. Deferred Tax Liabilities
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss:
Land and Buildings
Capitalised right-of-use assets
Prepayments
Accrued income
Intangible assets
Deferred tax liability
Movements in Deferred Tax Liability
Opening Balance
Credited / (charged) to profit or loss
Credited / (charged) to equity
Closing Balance
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
-
243
13
1,460
11,982
13,698
4,154
9,544
-
-
446
19
1,555
2,134
4,154
4,809
(655)
-
13,698
4,154
10. Cash and Cash Equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.
Cash at bank
7,413
30,368
11. Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days from end of month.
Other receivables are recognised at amortised cost, less any provision for impairment. Other receivables
mainly includes vendor rebates receivable and are due to be paid within 3 months.
Trade receivables
Less: Provision for impairment of receivables
Other receivables
Related party receivable
418,063
298,415
(1,809)
(2,319)
416,254
296,096
39,213
-
28,087
2,780
455,467
326,963
62
63
Impairment of receivables
The expected loss rates are based on the Group’s movement of balances from one ageing category to the next
to indicate increase in collection time which is an indicator of the probability of default. The value of debtors
insurance is then applied to these balances to indicate the exposure at default. These loss rates are then
applied to the individual ageing categories to calculate an expected credit loss.
The entity has used their ability to apply the effects of debtor’s insurance as a suitable collateral to reduce the
exposure of default.
The consolidated entity has recognised a decrease in the provision in the profit and loss of $35k to $1,809k
(2021: $1,844k) in respect of impairment of receivables for the year ended 31 December 2021.
12. Inventories
Finished goods are stated at the lower of cost or net realisable value. Costs are assigned to individual items
of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after
deducting rebates and discounts received or receivable.
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises purchase and delivery
costs, net of rebates and discounts received or receivable.
Net realisable value is the estimated selling price (plus any applicable supplier claims as per revenue
recognition policy) in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
Impairment of Inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The
level of the provision is assessed by taking into account the recent sales experience, the ageing of inventories
and other factors that affect inventory obsolescence.
Finished Goods
Less: Provision for Impairment
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
203,073
114,956
(1,797)
(1,710)
201,276
113,246
13. Property, Plant and Equipment
Land and buildings are carried at cost less subsequent depreciation for buildings and accumulated impairment
for land and buildings. Each class of plant and equipment and property improvements is carried at cost less,
where applicable, any accumulated depreciation and impairment losses.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Buildings
Property improvements
Leasehold improvements
Plant and equipment
Plant and equipment under lease
Motor vehicles
-
-
-
-
-
-
40 Years
10 - 20 Years
10 - 20 Years
2 - 10 Years
2 - 10 Years
8 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each
reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of
the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds
are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly
to retained profits.
Estimation of Useful Lives of Assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives could change
significantly as a result of technical innovations or some other event. The depreciation and amortisation
charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or
non-strategic assets that have been abandoned or sold will be written off or written down.
Freehold land
Building - at cost
Less accumulated depreciation
Total land and buildings
Fitout & Leasehold improvements - at cost
Less accumulated depreciation
Plant and equipment - at cost
Less accumulated depreciation
Motor vehicles
Less accumulated depreciation
Total plant and equipment
Total property, plant and equipment
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
18,435
18,435
55,912
(1,380)
54,532
72,967
6,267
(2,048)
4,219
13,465
(8,370)
5,095
252
(246)
6
9,320
82,287
53,360
-
53,360
71,795
4,174
(1,568)
2,606
6,881
(3,266)
3,615
252
(244)
8
6,229
78,024
Reconciliations of the written down values at the beginning and end of the current and previous financial year
are set out below:
64
65
Balance at 1 January 2020
18,435
9,335
213
Additions
Depreciation expense
Disposals
Effect of movements in exchange rate
Freehold
land
$’000
Buildings
$’000
Fitout
Costs
$’000
Plant and
equipment
$’000
Motor
vehicles
$’000
-
44,025
2,425
3,987
1,672
11
-
Total
$’000
31,981
48,122
(32)
(1,920)
(3)
(1,955)
-
-
-
-
-
-
-
-
(114)
(10)
Balance at 31 December 2020
18,435
53,360
2,606
3,615
Additions through business
combinations
Additions
Depreciation expense
Disposals
Effect of movements in exchange rate
-
-
-
-
-
-
-
1,268
2,552
2,087
2,438
-
-
-
(3)
(38)
(5)
Balance at 31 December 2021
18,435
54,532
4,219
5,095
(1,380)
(471)
(2,183)
(2)
(4,036)
-
-
8
-
-
(114)
(10)
78,024
1,268
7,077
-
-
6
(38)
(8)
82,287
14. Intangibles
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at
their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised
at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less
any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any
impairment. The gains or losses recognised in profit or loss arising from the de-recognition of intangible
assets are measured as the difference between net disposal proceeds and the carrying amount of the
intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes
in the expected pattern of consumption or useful life are accounted for prospectively by changing the
amortisation method or period.
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually
for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired
and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit
or loss and are not subsequently reversed.
Customer Contracts
Customer contracts acquired in a business combination are amortised on a straight-line basis over the period
of their expected benefit, being their finite life which varies between 18 months and 15 years. Additional
indentifiable intagbiles for customer contracts were added for the FY21 year as a result of the Exeed group
acquisition and finite life of the new customer contracts varies between.
Brand
On the basis of Exeed’s reputation and position as second largest distributor, underlying business,
relationships, capability and experience in the New Zealand market a value has been attributed to the Exeed
brand. This was based of an independent purchase price valuation. The valuation of the Exeed brand was
based using the income approach. This identifiable intangible is amortised on straight-line basis over the
period of the expected benefit being finite life of 10 years.
Non-compete
Non-compete agreement in the sale and purchase agreement for the acquisition of the Exeed business
included a three year restraint period in respect of some of the sellers. Value has been attributed as an
identifiable intangible to the non-compete clause due to the restricted sellers having many years of industry
experience and with the proceeds from the sale of the equity interest in the Exeed Group may have provided
the ability for the restricted sellers to set up a competing business. This identifiable intangible is amortised on
straight-line basis over the period of the expected benefit being finite life of 3 years.
Software
Significant costs associated with software are deferred and amortised on a straight-line basis over the period
of their expected benefit, being their finite life of 4 years.
Impairment of Intangibles
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment, or more frequently if events or changes in circumstances indicate that they
might be impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount.
Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-
use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate
specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent
cash flows are grouped together to form a cash-generating unit.
Goodwill
Customer Contracts
Less: Accumulated amortisation
Brand
Less: Accumulated amortisation
Non Compete
Less: Accumulated amortisation
Software - at cost
Less: Accumulated amortisation
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
57,247
17,799
51,256
17,657
(12,976)
(10,545)
2,323
(96)
1,006
(139)
25
(15)
-
-
-
-
73
(51)
98,630
24,933
66
67
Goodwill
$’000
Customer
Contracts
$’000
Brands
$’000
Non
Compete
$’000
Software
$’000
Total
$’000
Balance at 1 January 2020
17,799
8,454
Additions
Amortisation expense
Disposal
Effect of movements in exchange rate
-
-
-
-
-
(1,342)
-
-
Balance at 31 December 2020
17,799
7,112
-
-
-
-
-
-
-
-
-
-
-
-
Additions through business combinations
39,479
33,597
2,323
1,005
37 26,290
3
3
(17)
(1,359)
-
(1)
-
(1)
22 24,933
-
2
76,404
2
Additions
Amortisation expense
Disposal
Effect of movements
in exchange rate
-
-
-
(28)
-
-
-
(2,431)
(96)
(139)
(15)
(2,681)
-
-
-
-
-
-
-
-
-
(28)
Balance at 31 December 2021
57,250
38,278
2,227
866
9 98,630
Goodwill and other Indefinite Life Intangible Assets Estimates
The recoverable amounts of cash-generating units have been determined based on value-in-use calculations.
These calculations require the use of assumptions, including estimated discount rates based on the
current cost of capital and growth rates of the estimated future cash flows. The recoverable amount of the
consolidated entity’s goodwill has been determined by a value-in-use calculation using a discounted cash flow
model, based on a 1 year EBITDA projection period approved by management and extrapolated for a further 4
years using a steady rate, together with a terminal value.
Management considers the cash generating units (CGU) of the group to be Australia and New Zealand.
Goodwill has been allocated $22.2m and $29.8m, respectively. Included in the value of goodwill for each of
the cash generating units is the goodwill acquired in the Exeed Australia and Exeed New Zealand businesses.
As a result the assumptions used in the discounted cash flow model for each cash generating unit have been
updated based on the assessment of each cash generating unit in its own right.
The following key assumptions were used in the discounted cash flow model for each cash generating unit:
a. 9.85% (2020: 9.15%) for Australian CGU and 15.28% (2020: 9.15%) for New Zealand CGU post-tax
discount rate; and
b. 2.5% (2020: 2.5%) for the Australian CGU and 5.0% (2020: 2.5%) for the New Zealand CGU in year 1
and 2.5% thereafter for Australian CGU and 5.0% for the New Zealand CGU (2020: 2.5%) per
annum EBITDA growth rate.
The discount rate of 9.85% and 15.28% for Australia and New Zealand respectively, post tax reflects
management’s estimate of the time value of money and the consolidated entity’s weighted average cost
of capital, the risk free rate and the volatility of the share price relative to market movements. Management
believes the projected EBITDA growth rate is reasonable based on forecasted organic and general market
growth.
Based on the above, the recoverable amount of each cash generating unit exceeded the carrying amount and
therefore no impairment of goodwill.
Sensitivity Analysis
As disclosed in note 2, the directors have made judgements and estimates in respect of impairment testing of
goodwill. Management believes that any reasonable changes in the key assumptions on which the recoverable
amount of division goodwill is based would not cause the cash-generating unit’s carrying amount to exceed
its recoverable amount. The sensitivities are as follows: (a) EBITDA would need to decrease by more than 93%
to trigger impairment for the Australian CGU, and 67% for the New Zealand CGU, with all other assumptions
remaining constant; b) The discount rate would be required to increase to 46.0% to trigger impairment for the
Australian CGU, and 44.0% for the New Zealand CGU, with all other assumptions remaining constant.
15. Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
• Leases of low value assets; and
• Leases with a duration of 12 months or less
Lease Liabilities are measured at the present value of the contractual payments due to the lessor over the
lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the group’s incremental borrowing rate on
commencement of the lease is used. Key judgements used in the calculation of the lease liability include
incremental borrowing rate of 2.9%. Variable lease payments are only included in the measurement of the
lease liability if they depend on an index or rate. In such cases the initial measurement of the lease liability
assumes the variable element will remain unchanged throughout the lease term. Other variable lease
payments are expensed in the period to which they relate.
On initial recognition the carrying value of the lease liability includes:
• amounts expected to be payable under any residual value guarantee;
•
the exercise price of any purchase option granted in favour of the group if it is reasonable certain to
assess that option; and
any penalties payable for terminating the lease, if the term of the lease has been estimated on the
basis of the termination option being exercised.
•
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for:
•
•
•
lease payments made at or before the commencement of the lease;
initial direct costs incurred; and
the amount of any provision recognised where the group is contractually required to dismantle,
remove or restore leased assets.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate
on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on
a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if,
rarely, this is judged to be shorter than the lease term.
When the group revises its estimate of the term of any lease (because, for example, it re-assesses the
probability of a lessee extension or termination option being exercised), it adjusts the carrying amount of the
lease liability to reflect the payments to make over the revised term, which are discounted using a revised
discount rate. The carrying value of the lease liabilities is similarly revised when the variable element of future
lease payments dependent on a rate or index is revised, except the discount rate remains unchanged. In
both cases an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised
carrying amount being amortised over the remaining revised lease term. If the carrying amount of the right-of-
use asset is adjusted to zero, any further reduction is recognised in profit and loss.
Nature of leasing activities
The Company leases 7 properties in Australia and New Zealand for which the lease contracts provide for
payments to increase each year by inflation or to be reset periodically to market rental rates. The table below
reflects the current proportion of lease
Property leases with periodic uplift
to market rentals
Lease
Contracts
Number
Fixed
Payments %
Variable
Payments %
Sensitivity
7
-
100
158
68
69
Lease Commitments
The determination of whether an arrangement is or contains a lease is based on the substance of the
arrangement and requires an assessment of whether the fulfilment of the arrangement is dependent on the
use of a specific asset or assets and the arrangement conveys a right to use the asset. A distinction is made
between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and
benefits incidental to ownership of leased assets, and operating leases, under which the lessor effectively
retains substantially all such risks and benefits. Operating lease payments, net of any incentives received from
the lessor, are charged to profit or loss on a straight-line basis over the term of the lease.
17. Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction
costs. They are subsequently measured at amortised cost using the effective interest method.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the
reporting date, the loans or borrowings are classified as non-current.
Right-of-Use Asset
Opening Balance
Additions through business combinations
Amortisation
Effect of modification to lease terms
Variable lease payment adjustment
Effect of movements in exchange rate
Lease Liabilities
Opening Balance
Additions through business combinations
Interest Expense
Effect of modification to lease terms
Variable lease payment adjustment
Lease payments
Foreign exchange movements
Lease Commitments
Within 1 year
Between 1 to 5 Years
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
2,276
2,176
5,191
-
(2,387)
(3,065)
660
(1)
(15)
-
178
(28)
2,709
2,276
2,757
2,334
160
660
(1)
5,676
-
190
-
178
(2,736)
(3,251)
(20)
3,154
(36)
2,757
2,715
439
3,154
2,243
514
2,757
16. Trade and Other Payables
These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end
of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost
and are not discounted. The amounts are unsecured and are usually paid within 30 - 60 days of recognition.
Trade payables
Other payables
70
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
381,164
250,319
17,015
22,874
398,179
273,193
Current
Receivables Facility
Cash Advance Facility
BNZ Exeed Facility
Total current borrowings
Non-Current
Cash Advance Facility
(a) Total current and non-current secured liabilities:
Receivables Facility
Cash Advance Facility
BNZ Exeed Facility
Total Borrowings
(b) The receivables facility is secured by a fixed charge over all the
debtors
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
140,000
120,000
10,000
20,169
-
-
170,169
120,000
60,000
-
140,000
120,000
70,000
20,169
-
-
230,169
120,000
(c) Receivables Facility limit
180,000
180,000
The drawn amount of these facilities as at the report date is as per Note 17 above.
Westpac Receivables Facility
The Westpac receivables facility has been renewed for a further 2 years, with the limit on the facility increasing
from $180m to $220m, supported by the increase in receivables balance. The renewal of the facility and
increase in limit ensures the ongoing funding to continue to support working capital investments and the
growth of the business. The Company believes that this increased facility provides the required debt capacity
to fund its present needs.
Westpac Cash Advance Facility
During the year a new cash advance facility for $70m was entered into with Westpac to fund the acquisition
of the Exeed group and corresponding transaction costs. The facility is for 2 years and includes annual
amortisation amount of $10m per annum.
Bank of New Zealand Facility
An additional borrowing facility was assumed with the Exeed acquisition being an invoice finance facility
and cash advance facility that supports the working capital requirements of the Exeed business. The facility
also includes a Standby Letter of Credit facility for $20m that supports supplier trade credit arrangements.
Dicker Data NZ Ltd is in process of establishing a new facility with BNZ to replace this facility and support the
ongoing growth and working capital requirements of the combined New Zealand business.
71
18. Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as
a result of a past event, it is probable the consolidated entity will be required to settle the obligation, and
a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is
the best estimate of the consideration required to settle the present obligation at the reporting date, taking
into account the risks and uncertainties surrounding the obligation. If the time value of money is material,
provisions are discounted using a current pre-tax rate specific to the liability.
Lease Make Good Provision
A provision has been made for the present value of anticipated costs for future restoration of leased premises.
The provision includes future cost estimates associated with closure of the premises. The calculation of
this provision requires assumptions such as application of closure dates and cost estimates. The provision
recognised for each site is periodically reviewed and updated based on the facts and circumstances available
at the time. Changes to the estimated future costs for sites are recognised in the statement of financial
position by adjusting the asset and the provision. Reductions in the provision that exceed the carrying amount
of the asset will be recognised in profit or loss.
Current
Employee Benefits
Lease make-good provision
Non Current
Employee Benefits
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
17,050
13,127
243
227
17,294
13,354
19. Issued Capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Ordinary shares - fully paid
172,884,664
139,527
172,134,046
131,790
Dec 2021
Shares
Dec 2021
$’000
Dec 2020
Shares
Dec 2020
$’000
2,116
1,937
Movements in ordinary share capital
Employee Benefits
Short-Term Employee Benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave
expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of
employees’ services up to the reporting date and are measured at the amounts expected to be paid when the
liabilities are settled.
Other Long-Term Employee Benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the
reporting date are recognised in non-current liabilities, provided there is an unconditional right to defer
settlement of the liability. The liability is measured as the present value of expected future payments to be
made in respect of services provided by employees up to the reporting date using the projected unit credit
method. Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the reporting date
on national government bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have
completed the required period of service and also those where employees are entitled to pro-rata payments
in certain circumstances. The entire amount is presented as current, since the consolidated entity does not
have an unconditional right to defer settlement. However, based on past experience, the consolidated entity
does not expect all employees to take the full amount of accrued leave or require payment within the next 12
months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
Employee benefits obligation expected to be settled after 12 months
7,643
6,109
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
Details
Opening Balance
Issue of shares DRP
Date
Issue Price No of Shares
1-Jan-19
161,615,513
1-Mar-20
$ 6.887
614,980
Issue of shares - Capital Raising
7-May-20
$ 6.700
7,462,687
Issue of shares DRP
1-Jun-20
$ 7.042
69,531
Issue of shares - Share Purchase Plan (SPP)
5-Jun-20
$ 6.625
2,264,150
$’000
62,515
4,236
48,618
491
15,000
474
456
(47)
668
5,570
779
767
1-Sep-20
$ 7.521
1-Dec-20
$ 10.168
62,756
44,429
31-Dec-20
172,134,046
131,790
01-Mar-21
$ 11.826
01-Jun-21
$ 9.450
01-Sep-21
$ 14.356
01-Dec-21
$ 14.938
56,235
589,554
53,628
51,201
31-Dec-21
172,884,664
139,527
Issue of shares DRP
Issue of shares DRP
Balance
Issue of shares DRP
Issue of shares DRP
Issue of shares DRP
Issue of shares DRP
Balance
Late expensing of invoice for Jun20 Capital Raising & SPP
Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the
company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares
have no par value and the company does not have a limited amount of authorised capital. On a show of hands
every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall
have one vote.
Employee Share Scheme
There were no new shares issued under any employee share scheme during the FY21 financial year.
72
73
Share Buy-Back
There is no current on-market share buy-back.
Capital Risk Management
The consolidated entity’s objectives when managing capital is to safeguard its ability to continue as a going
concern whilst enhancing long-term shareholder value through funding its business at an optimised weighted
average cost of capital. In seeking to optimise its weighted average cost of capital, the consolidated entity may
adjust its capital structure from time to time, including varying the amount of dividends paid to shareholders,
by returning capital to shareholders, by issuing new shares or taking on or reducing debt. The consolidated
entity is subject to certain financing arrangements and covenants and meeting these is given priority in all
capital risk management decisions. There have been no events of default on the financing arrangements
during the financial year.
The capital risk management policy remains unchanged from the 31 December 2020 Annual Report.
20. Reserves
Capital Profits Reserve (Pre-CGT)
Foreign currency reserve
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
369
(37)
332
369
(99)
270
Capital Profits Reserve (Pre-CGT)
The capital profits reserve records non-taxable profits on sale of investments.
Foreign Currency Reserve
The reserve is used to recognise exchange differences arising from translation of the financial statements
of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net
investments in foreign operations.
Movements in reserves
Opening Balance
Foreign currency translation
Closing Balance
21. Dividends
270
62
332
634
(364)
270
Dividends declared or paid during the financial year
64,676
59,546
Type
Final
FY
Payment
Date
2020
01-Mar-21
Interim
2021
01-Jun-21
Interim
2021
01-Sep-21
Interim
2021
01-Dec-21
Dividend
per share
(in cents)
0.105
0.090
0.090
0.090
Amount
(in 000’s)
FY
Payment
Date
18,074 2019
2-Mar-20
15,497 2020
1-Jun-20
15,550 2020
1-Sep-20
15,555 2020
1-Dec-20
Dividend
per share
(in cents)
Amount
(in 000’s)
0.130
0.075
0.075
0.075
21,010
12,727
12,902
12,907
0.375
64,676
0.355
59,546
Franking credit balance:
Franking credits available for subsequent financial years
based on a tax rate of 30% (2020: 30%)
13,360
11,740
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
The above amounts represent the balance of the franking account as at the end of the financial year adjusted
for franking credits arising from:
•
•
•
franking credits from dividends recognised as receivables at year end
franking credits that will arise from payment of the current tax liability
franking debits arising from payment of proposed dividends recognised as a liability
22. Fair Value Disclosures
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure
purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date; and assumes that the
transaction will take place either: in the principle market; or in the absence of a principal market, in the most
advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming they act in their economic best interest. For non-financial assets, the fair value
measurement is based on its highest and best use. Valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair value, are used, maximising the use
of relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified, into three levels, using a fair value hierarchy that
reflects the significance of the inputs used in making the measurements. Classifications are reviewed each
reporting date and transfers between levels are determined based on a reassessment of the lowest level input
that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be used when internal
expertise is either not available or when the valuation is deemed to be significant. External valuers are selected
based on market knowledge and reputation. Where there is a significant change in fair value of an asset or
liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs
applied in the latest valuation and a comparison, where applicable, with external sources of data.
Fair Value Measurement Hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date;
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly; and
Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is
significant to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These
include discounted cash flow analysis or the use of observable inputs that require significant adjustments
based on unobservable inputs.
The company has a number of financial instruments which are not measured at fair value in the statement of
financial position, including cash, receivables, payables and borrowings. The fair value of these financial assets
and financial liabilities approximates their carrying amount.
The tax rate that dividends have been franked is 30% (2020: 30%)
74
75
The fair value of Borrowings in Note 17, is estimated by discounting the future contractual cash flows at the
current market interest rates for loans with similar risk profiles and has been measured under Level 2 of the
hierarchy.
The carrying value of borrowings classified as financial liabilities measured at amortised cost approximates
fair value.
23. Financial Instruments
Derivative Financial Instruments
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in
fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the
item being hedged. Derivatives are classified as current or non-current depending on the expected period of
realisation.
Investments and Other Financial Assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included
as part of the initial measurement, except for financial assets at fair value through profit or loss. They are
subsequently measured at either amortised cost or fair value depending on their classification. Classification
is determined based on the purpose of the acquisition and subsequent reclassification to other categories is
restricted.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired
or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of
ownership.
Impairment of Financial Assets
The consolidated entity assesses at the end of each reporting period whether there is any objective evidence
that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial
difficulty of the issuer or obligor; a breach of contract such as default or delinquency in payments; the lender
granting to a borrower concessions due to economic or legal reasons that the lender would not otherwise do; it
becomes probable that the borrower will enter bankruptcy or other financial reorganisation; the disappearance
of an active market for the financial asset; or observable data indicating that there is a measurable decrease in
estimated future cash flows.
The amount of the impairment allowance for financial assets carried at cost is the difference between the
asset’s carrying amount and the present value of estimated future cash flows, discounted at the current
market rate of return for similar financial assets.
Financial Assets and Liabilities
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
Financial Liabilities
Trade and other payables
Borrowings
Lease Liabilities
Total Financial Liabilities
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
7,413
30,368
455,467
326,963
462,880
357,331
398,179
230,169
3,154
273,193
120,000
2,757
631,502
395,950
Financial Risk Management Policies
The directors’ overall risk management strategy seeks to assist the company in meeting its financial targets,
whilst minimising potential adverse effects on financial performance. Although the company does not have
any documented policies and procedures, the key management personnel manage the different types of
risks to which the company is exposed by considering risk and monitoring levels of exposure to interest rate
and credit risk and by being aware of market forecasts for interest rates. Ageing analyses and monitoring of
specific credit allowances are undertaken to manage credit risk. Liquidity risk is managed through general
business budgets and forecasts. The main purpose of non-derivative financial instruments is to manage
foreign currency risk. The company had open forward contracts as at the end of the financial year to mitigate
this risk. The directors and key management personnel meet on a regular basis to analyse financial risk
exposure and to evaluate treasury management strategies in the context of the most recent economic
conditions and forecasts.
Specific Financial Risk Exposures and Management
The main risks the company is exposed to through its financial instruments are:
• credit risk
•
•
•
liquidity risk
interest rate risk
foreign exchange risk
Credit Risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties
of contract obligations that could lead to a financial loss to the company. Credit risk is reviewed regularly by
the directors and key management personnel. It predominantly arises from exposures to customers.
The Company’s exposure to credit risk is limited due to debtor insurance which is held over its trade
receivables. The insurance policy limits the exposure of the company to 10% of individual customer’s balance
plus the excess as specified in the policy after an aggregate first loss of $200,000. Receivables balances are
monitored on an ongoing basis and as a result the Company’s exposure to bad debts has not been significant.
It is the company’s policy that all customers who wish to trade on credit terms are subject to credit verification
procedures including an assessment of their credit rating, financial position, past experience and industry
reputation. Credit limits are set for each individual customer in accordance with parameters set by the
directors. These credit limits are regularly monitored. Customers that do not meet the company’s strict credit
policies and criteria may only purchase in cash or using recognised credit cards.
The company has no significant concentration of credit risk with any single counterparty or group of
counterparties. The profile of all counterparties is largely the same being reseller partners and have been
grouped together in assessing expected credit loss. Trade and other receivables that are neither past due or
impaired are considered to be of high credit quality.
Credit Risk Exposures - The maximum exposure to credit risk by class of recognised financial assets at
reporting date, excluding the value of any collateral or other security held, is equivalent to the carrying value
and classification of those financial assets (net of any provisions) as presented in the statement of financial
position.
Liquidity Risk
Liquidity risk arises from the possibility that the company might encounter difficulty in settling its debts or
otherwise meeting its obligations related to financial liabilities. The company manages this risk through the
following mechanisms:
• preparing forward-looking cash flow analyses in relation to its operational, investing and financing
activities;
• monitoring undrawn credit facilities;
• obtaining funding from a variety of sources;
• maintaining a reputable credit profile; and
• managing credit risk related to financial assets.
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities. Financial
guarantee liabilities are treated as payable on demand since the company has no control over the timing of any
potential settlement of the liability.
76
77
Cash flows realised from financial instruments reflect management’s expectation as to the timing of
realisation.
Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to
settle financial liabilities reflect the earliest contractual settlement dates and do not reflect management’s
expectations that banking facilities will roll forward.
Foreign Exchange Risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to
foreign currency risk through foreign exchange rate fluctuations. Foreign exchange risk arises from future
commercial transactions and recognised financial assets and financial liabilities denominated in a currency
that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow
forecasting.
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
In order to protect against exchange rate movements, the consolidated entity has entered into forward foreign
exchange contracts. These contracts are hedging highly probable forecasted cash flows for the ensuing
financial year. Management has a risk management policy to hedge between 30% and 80% of anticipated
foreign currency transactions for the subsequent 4 months.
Financial liability maturity analysis
Financial liabilities due for payment
Trade and other payables
Within 6 Months
6 Months - 1 Year
1 - 2 Years
2 - 5 Years
Borrowings
Within 6 Months
6 Months - 1 Year
1 - 2 Years
2 - 5 Years
398,179
273,193
-
-
-
-
-
-
398,179
273,193
170,169
120,000
-
60,000
-
-
-
-
Total contractual outflows
230,169
120,000
Financial assets pledged as collateral
Certain financial assets have been pledged as security for the debt and their realisation into cash may be
restricted subject to terms and conditions attached to the relevant debt contracts. Refer to Note 16(c).
Interest Rate Risk
The company’s main interest rate risk arises from borrowings. All borrowings are at variable interest rates
and expose the company to interest rate risk which will impact future cash flows and interest charges and is
indicated by the following floating interest rate financial liabilities
Financial liabilities due for payment
Floating rate instruments
Receivable finance facility
Cash Advance Facility
BNZ Working Capital Facility
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
140,000
120,000
70,000
20,169
-
-
230,169
120,000
Due to the current interest rate environment the Company has not entered into any interest rate swap at any
other time during the year. Management will continue to monitor the interest rate environment to determine
whether entering into a new swap agreement will be prudent to do so in the future.
Sensitivity Analysis
The company has performed a sensitivity analysis relating to its exposure to interest rate risk at reporting date.
If interest rates changed by -/+ 1% from the year end rates with all other variables held constant, post-tax profit
would have been $1,671,634 lower/higher (2020: $840,000 lower/higher) as a result of higher/lower interest
The maturity, settlement amounts and the average contractual exchange rates of the consolidated entity’s
outstanding forward foreign exchange contracts at the reporting date was as follows:
Sell
Australian dollars
Average
exchange rates
Sell
New Zealand dollars
Average
exchange rates
31-Dec-21
$’000
31-Dec-20
$’000
31-Dec-21
$’000
31-Dec-20
$’000
31-Dec-21
$’000
31-Dec-20
$’000
31-Dec-21
$’000
31-Dec-20
$’000
Buy US dollars
Maturity:
0 - 3 months
20,805
29,794
0.7233
0.7398
3,140
2,496
0.6873
0.6825
3 - 6 months
Buy AU dollars
Maturity:
0 - 3 months
3 - 6 months
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,339
2,194
0.9508
0.9415
-
-
-
-
The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial
liabilities at the reporting date was as follows:
Consolidated
Cash at bank
Trade receivables
Trade payables
Net statement of financial position exposure
31-Dec-21
US$’000
NZ$’000
554,163
903
8,432
52,839
(25,978)
(45,108)
536,617
8,634
Based on the financial instruments held at 31 December 2021, a strengthening/weakening of AU$ against US$
and NZ$ would have resulted in the following changes to the Groups reported profit and loss and/or equity.
Sensitivity Analysis
(Effects in Thousands)
US$ (5% movement)
NZ$ (5% movement)
Equity
Profit or Loss
Strengthening
Weakening
Strengthening
Weakening
-
(845)
-
845
(26,831)
(432)
26,831
432
78
79
24. Key Management Personnel Compensation
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
8,076,481
6,950,408
28,380
21,309
761,810
658,816
8,866,671
7,630,533
Short-term benefits
Long-term benefits
Post employment benefits
Total compensation
Prior year includes totals for a Key Management Person who has since resigned
25. Remuneration of Auditors
Audit services - BDO
Auditing or reviewing the financial report
336,000
265,000
Other services - BDO
Indirect Tax Services
Tax and Corporate Services
Other services - Other BDO Network Firms
Indirect Tax Services
Tax and Corporate Services
99,000
217,000
353,000
235,000
452,000
452,000
-
9,000
9,000
-
16,000
16,000
26. Contingent Liabilities
The directors are not aware of any contingent liabilities related to the Consolidated entity as at the report date.
Capital Commitments
Capital expenditure commitments contracted for at reporting date but not recognised as liabilities:
Acquisition of Hills Security and IT division
Property, plant and equipment
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
20,000
-
-
1,491
27. Parent Entity Information
Set out below is the supplementary information about the parent entity:
Statement of profit or loss and other comprehensive income
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Reserves
Retained profits
Total Equity
66,731
66,731
56,838
56,838
574,371
720,108
562,845
567,026
415,989
537,413
390,564
394,122
139,527
131,790
369
369
13,186
11,132
153,082
143,291
Guarantees Entered into by the Parent Entity in Relation to the Debts of its Subsidiaries
The parent entity and some of its subsidiaries are party to a deed of cross guarantee under which each
company guarantees the debts of the others. The parent entity has also provided a parent guarantee in respect
of obligations of Exeed Ltd and Exeed Australia Limited Partnership in favour of Bank of New Zealand. No
deficiencies of assets exist in any of these subsidiaries.
Capital Commitments
The Company has entered into a conditional Business Sale Agreement (BSA) to acquire the Security and
Information Technology (SIT) distribution division of Hills Ltd. The estimated purchase price is $20m. The
purchase price represents a premium to net assets and the final amount is largely dependent upon inventory
balances at completion date.
The parent entity had the capital commitments for property, plant and equipment as detailed in Note 26.
Significant Accounting Policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in
Note 1 and throughout the notes.
80
81
28. Business Combinations
Acquisitions
On 6 August 2021 Dicker Data Limited acquired the Exeed Group businesses operating across Australia
and New Zealand. In New Zealand, Dicker Data NZ Ltd acquired 100% of the issued capital of Exeed Ltd,
whilst Dicker Data Ltd acquired 100% of the partnership interest in the Exeed Australia Limited Partnership.
Established in 2002, and headquartered in Auckland, Exeed is the second largest IT distributor in the New
Zealand market and holds dominant market share across a number of the vendors they represent. The
acquisition of Exeed will provide Dicker Data NZ with the platform to rival the largest distributor in the NZ
market using a mixture of unique local market knowledge and access to an increased range of world leading
brands. For the 5 months since the acquisition the incremental revenue contribution from the Exeed business
has been $144.9m in New Zealand and $38.2m in Australia. The net profit after tax contribution from the
acquired business reflected in the FY21 results was $4.4m.
Details of the net assets acquired, goodwill and purchase consideration are as follows:
Exeed Ltd
New Zealand
Exeed Australia
Ltd Partnership
Fair Value Total
$’000
Cash and cash equivalents
Trade receivables
Other receivables
Inventories
Other current assets
Property, plant and equipment
Right of use assets
Trade payables
Accruals and provisions
Other payables
Other Liabilities
Lease Liability
Tax Liability
Borrowings
Deferred tax liabilities
Net identifiable assets and liabilities
Indentifiable intangible assets
Customer Contracts
Brand
Non-compete
Identifiable Intangibles
Goodwill
Net Assets Acquired
Purchase Consideration Comprises
Cash Paid
Working capital adjustment
-
20,796
5,112
11,250
3,599
1,093
1,878
(18,880)
(2,366)
(731)
(1,764)
(2,016)
(868)
(16,579)
(6,934)
(6,408)
22,246
2,323
660
25,229
24,668
43,489
44,645
(1,156)
43,489
2,654
10,547
864
3,832
-
175
298
(7,268)
(1,037)
(456)
(3,569)
(318)
(871)
(5,031)
(3,522)
(3,702)
11,351
-
346
11,697
14,811
22,805
23,411
(606)
22,805
2,654
31,343
5,976
15,082
3,599
1,268
2,176
(26,148)
(3,403)
(1,187)
(5,332)
(2,334)
(1,739)
(21,610)
(10,456)
(10,110)
33,597
2,323
1,005
36,925
39,479
66,294
68,056
(1,762)
66,294
29. Interests in Subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following wholly-
owned subsidiaries in accordance with the accounting policy described in note 1:
Express Data Holdings Pty Ltd
Dicker Data Financial Services Pty Ltd
Dicker Data GP Pty Ltd (newly incorporated in the financial year)
Dicker Data New Zealand Ltd
Exeed Ltd
Principal
place of business
/ country of
incorporation
Australia
Australia
Australia
New Zealand
New Zealand
Ownership
Interest
Ownership
Interest
2021
%
100%
100%
100%
100%
100%
2020
%
100%
100%
-
100%
-
30. Reconciliation of Profit After Income Tax to Net cash
Profit after income tax
Adjustments for:
Depreciation
Amortisation on intangibles
Amortisation on leased assets
Amortisation of borrowing costs
(Profit) / Loss on the Disposals of PPE
Changes in Assets & Liabilities:
Decrease (increase) in current inventories
Decrease (increase) in current receivables
Decrease (increase) in deferred tax assets
(Decrease) increase in deferred tax liabilities
(Decrease) increase in payables & Other
(Decrease) increase in provisions
(Decrease) increase in current tax liabilities
Net cash from operating activities
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
73,562
57,182
4,036
2,681
2,387
31
-
1,958
1,359
3,065
70
50
(72,947)
7,187
(90,925)
(32,886)
(206)
(912)
97,651
716
4,541
20,615
(984)
(655)
22,450
4,494
(3,912)
59,378
31. Non-Cash Investing and Financing Activities
Shares issued under dividend reinvestments plan (DRP)
7,737
5,656
82
83
from the Hills SIT division and capitalises on the market convergence occurring between security and IT.
Under the terms of the BSA, Dicker Data will acquire the SIT business for cash consideration structured as
a partial Net Asset sale. Upon completion Dicker Data will acquire the business, inventory, customer and
vendor relationships, employees and their entitlement obligations, and certain other net assets of the Hills
SIT division. The purchase price represents a premium to the net assets sold and the final amount is largely
dependent upon inventory related balances at the completion date. The price is estimated to be in the range of
$20 million.
Dicker Data and the Hills SIT division share only three mutual vendors, presenting an opportunity to novate
agreements with over 50 net new vendors to Dicker Data, in line with the company’s growth strategy. The
Hills SIT division is currently working with over 2,000 customers, 85% of whom are new to Dicker Data, which
is expected to grow the Company’s total active customer base to over 10,000 businesses across ANZ. The
acquisition will accelerate the Company’s entry into the physical security market and presents a significant
opportunity to introduce the existing Hills SIT customer base to the wider range of technologies offered
by Dicker Data. The agreement will see Dicker Data transition 130 of the Hills team members and assume
responsibility for a nationwide network of seven trade centres.
The physical security market has traditionally been serviced by an industry-specific group of businesses
who are highly specialised. Similar to the Professional AV and electrical trade markets, the physical security
segment is converging with the IT market as IoT, artificial intelligence, smart devices and cloud solutions
become critical elements of best-practice security solutions.
The proposed acquisition is subject to Hills shareholder approval, which will be sought at a general meeting
of shareholders, expected to be held in early April 2022, and an Independent Expert concluding that the
proposed transaction is “fair and reasonable” to Hills shareholders. The Directors of Hills will be unanimously
recommending that shareholders vote in favour of the transaction.
Rollover of Westpac Receivables Facility
The Westpac receivables facility has been renewed for a further 2 years, with the limit on the facility increasing
from $180m to $220m. The renewal of the facility and increase in limit ensures the ongoing funding to
continue to support working capital investments and the growth of the business.
32. Earnings Per Share
Profit after income tax
Profit after income tax attributable to the owners of Dicker Data Limited
Consolidated
31-Dec-21
$’000
31-Dec-20
$’000
73,562
57,182
Weighted average number of shares used as denominator
Number
Number
Weighted average number of ordinary shares used as the
172,553,523 168,106,292
denominator in calculating basic earnings per share
Weighted average number of ordinary shares and options
172,553,523 168,106,292
granted are used as the denominator in calculating
diluted earnings per share
Basic earnings per share (cents)
Diluted earnings per share (cents)
33. Related Party Transactions
Parent entity:
Dicker Data Limited is the parent entity.
Subsidiaries:
Interests in subsidiaries are set out in note 29.
Cents
42.63
42.63
Cents
33.95
33.95
Key Management Personnel:
Disclosures relating to key management personnel are set out in note 24 and the remuneration report in the
directors’ report.
Transactions with related parties:
There were a number of related party transactions during the year with the entity Rodin Cars Ltd, a New
Zealand based entity owned by David Dicker. The transactions included provision of marketing and IT services
and sales of goods and services which are billed to Rodin Cars Ltd on a monthly basis at commercial market
rates. Total amount billed to Rodin Cars Ltd for FY21 was $182,331. Dicker Data Financial Services Pty Ltd
has also provided finance to Rodin Cars Ltd at arms length commercial rates. The amount payable as at
31 December 2021 was $403,283. The principal amount financed was $3,993,922.57. In addition to these
transactions some payments have been made on behalf of director David Dicker throughout the year that were
subsequently reimbursed, or funds were deposited in advance to cover these expenses. As at 31 December
2021 there were no funds owed or owing.
34. Subsequent Events
Acquisition of Hills Security and IT Division
On 21 February 2022 the Company announced that it had entered into a conditional business sale agreement
(BSA) to acquire the Security and Information Technology (SIT) distribution division of Hills Limited (ASX: HIL)
(Hills) in Australia.
Headquartered in Lidcombe, NSW, Hills is the largest distributor of physical security products in the Australian
market. The SIT division generated $123.2m revenue in FY21, with $98.7m of the total attributed to security
and the remaining $24.4m to IT products. Following the acquisition, Dicker Data will not only be the largest
distributor in the segment but will be positioned to grow rapidly as the Company leverages synergies gained
84
85
DIRECTORS’ DECLARATION
AUDITOR’S DECLARATION
OF INDEPENDENCE
In the directors’ opinion:
•
•
•
•
the attached financial statements and notes thereto comply with the Corporations Act, the
Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements;
the attached financial statements and notes thereto comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board as described in
note 1 to the financial statements;
the attached financial statements and notes thereto give a true and fair view of the consolidated
entity’s financial position as at 31st December 2021 and of its performance for the financial year
ended on that date;
there are reasonable grounds to believe that the company will be able to pay its debts as and
when they become due and payable; and
The directors have been given the declarations required by section 295A of the Corporations Act.
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the
Corporations Act.
On behalf of the directors
David Dicker
CEO AND CHAIRMAN
Sydney, 28 February 2022
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY TIM AMAN TO THE DIRECTORS OF DICKER DATA LIMITED
As lead auditor of Dicker Data Limited for the year ended 31 December 2021, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Dicker Data Limited and the entities it controlled during the
period.
Tim Aman
Director
BDO Audit Pty Ltd
Sydney, 28 February 2022
86
87
BDO Audit Pty Ltd ABN 33 134 022 870 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 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.
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR’S REPORT
To the members of Dicker Data Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Dicker Data Limited (the Company) and its subsidiaries (the
Group), which comprises the consolidated statement of financial position as at 31 December 2021, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 31 December 2021 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO Audit Pty Ltd ABN 33 134 022 870 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 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.
Accounting for the acquisition of Exeed Ltd and Exeed Australia Limited Partnership
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 28 of
To determine whether these acquisitions where appropriately accounted for and
the financial report, the
disclosed within the financial statements, we performed, amongst others, the
group acquired 100% of
following audit procedures:
the issued capital of
Exeed Ltd, and 100% of
the partnership interest
in Exeed Australia
Limited Partnership.
A number of estimates
and judgements are
made by management in
order to determine the
fair value of the
identifiable intangible
assets. Due to these
factors and the overall
significance of the
acquisitions to the group,
we consider this area to
be a key audit matter.
Reviewed the sale and purchase agreements for each acquisition to
understand the terms and conditions of the acquisition and critically
evaluate managements application of the relevant accounting standards.
Obtained the external valuation report to critically assess the
determination of the fair values of the identifiable intangible assets
associated with each acquisition.
In conjunction with our expert we:
Assessed the identification of intangible assets acquired including
Customer Contracts, Brand and Non-compete, along with the
valuation methodologies used to value those assets;
Challenged the associated underlying forecasted cash flows for
the Customer Contracts assets intangible asset valuations and
compared key assumptions, including forecast growth rates,
royalty rates applied, by comparing them to historical results,
business trends, economic and industry forecasts and comparable
transactions;
Evaluated discount rates used by assessing the cost of capital
applied in each valuation by comparing them to market data and
industry research; and
Checked the mathematical accuracy of the calculations.
o
o
o
o
Assessed the appropriateness of the Group’s disclosures in respect of these
acquisitions.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 31 December 2021, but does not include
the financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
88
89
INDEPENDENT AUDITOR’S REPORT
SHAREHOLDER INFORMATION
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the 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
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 37 to 46 of the directors’ report for the
year ended 31 December 2021.
In our opinion, the Remuneration Report of Dicker Data Limited, for the year ended 31 December 2021,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Tim Aman
Director
Sydney, 28 February 2022
Additional information required under ASX Listing Rule 4.10 and not shown elsewhere in this Annual Report is
as follows. This information is current as at 3 February 2022.
Ordinary share capital
Analysis of numbers of equity security holders by size of holding:
Size of Holding
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Number of Shareholders
Number of Shares
% of Issued Capital
42
672
846
3,739
7,817
13,116
139,812,931
15,076,932
6,305,487
8,862,375
2,826,939
172,884,664
80.87
8.72
3.65
5.13
1.64
100.0
Unquoted Options
The Company had no unquoted options on issue as at 3 February 2022.
Less than marketable parcels of ordinary shares
There were 381 holders of less than a marketable parcel of ordinary shares. The number of shares in
aggregate of these unmarketable parcels is 4,433.
Substantial Holders
The names of the Substantial Shareholders listed in the Company’s Register as at 3 February 2022:
Size Of Holding
Mr David John Dicker
Ms Fiona Tudor Brown
Number Of
Shareholders
Number Of
Shares
58,000,000
55,722,836
33.55%
32.23%
90
91
Twenty largest holders of quoted equity securities
Size Of Holding
Ms Fiona Tudor Brown
Rodin Ventures Limited
Mr David John Dicker
HSBC Custody Nominees (Australia) Limited
J P Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
National Nominees Limited
Fiona Brown
Jeremy And Lynette King Superannuation Pty Ltd
Certane CT Pty Ltd
HSBC Custody Nominees (Australia) Limited - A/C 2
Mr Vladimir Mitnovetski
CS Third Nominees Pty Limited
Sandhurst Trustees Ltd
UBS Nominees Pty Ltd
Certane Ct Pty Ltd
Mr Hoang Luong Trinh
Mr Tony Hoang Nghia Trinh
Diales Pty Limited
Broadgate Investments Pty Ltd
Total
Number Of
Shareholders
Number Of
Shares
54,266,464
48,000,000
10,000,000
5,749,592
5,385,406
3,511,774
1,710,437
1,319,448
929,000
868,021
728,390
715,000
571,559
417,711
389,430
375,480
315,000
305,000
290,000
260,128
31.39
27.76
5.78
3.33
3.12
2.03
0.99
0.76
0.54
0.50
0.42
0.41
0.33
0.24
0.23
0.22
0.18
0.18
0.17
0.15
136,107,840
78.73
Voting Rights
In accordance with the Constitution each member present at a meeting whether in person, or by proxy, or by
power of attorney, or in a duly authorised representative in the case of a corporate member, shall have one vote
on a show of hands, and one vote for each fully paid ordinary share, on a poll.
On-Market Buy-Backs
There is no current on-market buy-back in relation to the Company’s securities.
92
93
Dicker Data is an Australian
owned and Operated, ASX listed
distributor of computer hardware,
software and related products
with over 43 years experience.
Incorporated in 1978, Dicker Data’s mission is to inspire,
educate and enable ICT resellers to achieve their full
potential through the delivery of unparalleled service,
technology and logistics. Dicker Data is Australia’s largest
locally owned and operated ICT distributor. Serving in
excess of 8,200 registered reseller partners annually,
Dicker Data finished the FY21 year with revenues just
short of $2.5b. Since listing on the ASX in January
2011, Dicker Data has delivered consistently
profitable results for shareholders whilst
maintaining a 100% dividend policy.
Dicker Data’s mission
is to inspire, educate and
enable ICT resellers to
achieve their full potential
through the delivery of
unparalleled service,
technology and logistics.
Dicker Data is
Australia’s largest locally
owned and operated
ICT distributor.
Dicker Data Limited
ABN 95 000 969 362
Registered Office
238 Captain Cook Drive
Kurnell NSW 2231
T. 1800 688 586
F. 1800 688 486
www.dickerdata.com.au