TABLE OF
CONTENTS
2022 Highlights
CEO Commentary
Who We Are
Board of Directors & Executive Management
Our ANZ Vendor Portfolio
2022 In Review
Industry Recognition
2023 Outlook
Environmental Social & Governance
Directors’ Report
Information on Directors
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
Shareholder Information
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4
6
8
10
12
13
14
16
32
39
43
55
56
57
58
59
93
94
98
Dicker Data acknowledges that Aboriginal and Torres Strait Islander
peoples are the First Peoples and Traditional Custodians of Australia.
We thank them for their custodianship of Country — land, seas and skies.
We acknowledge the diversity of First Nations cultures, histories and
peoples, recognise their enduring connection to our country, and we pay our
deepest respects to Elders past, present and emerging.
2022
HIGHLIGHTS
$3.1b
Total Revenue
Up 25.0% YOY
$129.8m
EBITDA
Up 9.4% YOY
$743.9m
Recurring Revenue
Up +42.5% YOY
$73.0m
Net Profit After Tax
Down -0.7% YOY
Launched Dicker
Access and
Surveillance (DAS) in
the Australian market
8,200
Active AU
Partners
2,000
Active NZ
Partners
Construction of
warehouse expansion
commenced in late FY22
54.0c
Dividend Paid Per Share
Up +44.0% YOY
Diversity &
Inclusion
Champion
Hardware
Distributor of
the Year
2021 & 2022
10TH CONSECUTIVE YEAR
Dicker Data is an
Australian owned and
Operated, ASX listed
distributor of computer
hardware, software and
related products with over
44 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 10,000 registered reseller partners annually,
Dicker Data finished the FY22 year with revenues
just over of $3.1b. Since listing on the ASX
in January 2011, Dicker Data has delivered
consistently profitable results for shareholders
whilst maintaining a 100% dividend policy.
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3
CEO COMMENTARY
In last year’s report, I said ‘Another year with difficult and unpredictable conditions’.
Conditions in 2022 were similar. However, given the strength of our business and our
people, we again delivered a satisfying financial performance.
Our sales result was pleasing, with revenue finalising at $3.1b, an increase of 25%.
Ongoing challenges from factors outside of our control that could not have been predicted,
expected, or avoided in any meaningful way, did weigh on our final outcome for FY22.
Rising interest rates, inflation and other factors increased our cost of operations with no
upside. Despite this, we delivered on our gross margin guidance and finished the year ahead
of our competitors yet again.
I remain optimistic about business conditions and very optimistic about our company’s
ability to generate another strong result in 2023.
David Dicker
CEO AND CHAIRMAN
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]
2022
$’000
2021
$’000
3,104,408
2,484,459
283,659
129,849*
106,977*
104,853
73,047
230,336
118,728**
106,075**
105,097
73,562
Earnings per share (cents)
41.80
42.63
Dividends paid
Dividends per share (cents)
* Add back one off integration and restructure costs of $2.1m
** Add back one of acquisition costs of $978k
94,311
54.00
64,676
37.50
Revenue
($m)
$1,761.3*
$2,000.1
$3,104.4
$2,484.5
Gross Profit
($m)
$191.4
$158.4
$283.7
$230.3
FY19
FY20
FY21
FY22
FY19
FY20
FY21
FY22
EBITDA
($m)
$91.4
$73.8‡
$129.8^
$118.7†
Net Profit
before Tax
$81.9
($m)
$64.1‡
$106.1†
$107.0^
FY19
FY20
FY21
FY22
FY19
FY20
FY21
FY22
* 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 excludes one off acquisition transaction costs of $978k
^ FY22 - Operating Profit before tax excludes one off integration and restructure costs of $2.1m
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5
WHO WE ARE
Established in 1978, Dicker Data (ASX: DDR) has grown to
become Australia and New Zealand’s largest value-add
distributor of IT hardware, software, cloud, access control,
surveillance and emerging technology solutions for the
corporate and commercial market.
In operation for nearly 45 years, the Company boasts
a long history of strong revenue and profit growth,
with a market cap reaching highs of $2.5b in FY22.
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 2023, Dicker Data
is a member of the S&P/ASX300 Index and S&P/ASX
All Technology Index.
Dicker Data is the vital link in the technology value
and supply chain that supports over 10,000 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, 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.
Dicker Data Services
team members at our
Kurnell headquarters
founded
1978
6
1987
2000
2011
2014
2015
2019
2020
2021
2022
Appointed as first
Toshiba distributor
Annual Revenue
exceeded $100m
Listed on the ASX
(ASX: DDR)
Acquired
Express Data
Holdings
Annual Revenue
exceeded $1b and
CloudPortal Launched
Awarded Cisco
Global Distributor
of the Year
Annual Revenue
exceeded $2b
Relocated to new
facility in Kurnell and
acquired Exeed Ltd
Launched DAS
and Annual
Revenue
Exceeded $3b
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BOARD OF DIRECTORS
& EXECUTIVE 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
EXECUTIVE MANAGEMENT
DAVID
DICKER
Chairman and
Chief Executive Officer
FIONA
BROWN
Non-Executive
Director
KIM
STEWART-SMITH
Non-Executive
Director
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
• Founded Dicker Data
• Has been Director of the
Company since inception
in 1978
• Focuses on business
strategy and decision
making
• Joined the Board 29
• Experienced governance
March 2021
• Experienced governance
professional
• Extensive Executive
experience
professional
• Ex-CFO in the importing,
wholesaling and retail
sector
• Extensive ASX-related
• Skilled business, finance
experience
and tax advisor
MARY
STOJCEVSKI
Executive Director and
Chief Financial Officer
VLADIMIR
MITNOVETSKI
Executive Director and
Chief Operating Officer
IAN
WELCH
Executive Director, Chief Information Officer
and Director of Operations
• Joined Dicker Data as Financial
• Joined Dicker Data as Category
• Joined Dicker Data in March 2013 as
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
Manager in 2010
General Manager IT
• Appointed to the Board as Executive
• Was appointed Executive Director in
Director in 2014
• Has over 20 years’ of distribution
industry experience having
previously worked for Tech Pacific
and Ingram Micro
August 2015
• Responsible for all IT systems and
business technologies, as well as
operational processes, warehousing
and logistics
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OUR ANZ VENDOR
PORTFOLIO
Security Made Smarter
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2022 IN
REVIEW
Hardware &
Virtual Services
$2,278.0m
+21.6% YOY
Total Revenue
$3,104.4m
INDUSTRY RECOGNITION
Other
Revenues
$0.8m
-85.3% YOY
Software
$813.8m
+36.7% YOY
2022 was a year
filled with opportunities
for Dicker Data. The digital
transformation of businesses,
governments and communities across
Australia and New Zealand continued to
boom and the appetite for further digitisation in
almost all sectors showed no signs of slowing.
Distributor
of the Year - NZ
Distributor
of the Year - APJ
Distributor
of the Year - NZ
Supplier of
the Year - NZ
Services
$11.8m
+8.3% YOY
Partner of
the Year - APAC
Top Distribution Growth
of the Year - Asia Pacific
IDG Distributor
of the Year - AU
IDG Distributor
of the Year - NZ
The Company entered new markets, grew its vendor
line card to offer the most diverse range of solutions
in the Company’s 44-year history and capitalised on
market convergence trends. The IT sector continues to
expand beyond its traditional boundaries, with digitally
driven initiatives delivering transformational success in
adjacent industries.
We announced our intention to acquire the Security and
IT division of fellow technology distributor, Hills Limited,
in February 2022, with the deal completing in May 2022.
The acquisition was quickly followed by the launch of
a new division, Dicker Access and Surveillance (DAS),
based on the novation of over 60 vendor contracts.
The acquisition brought 4,500 new customer accounts
to Dicker Data, with over 3,200 of these accounts
transacting with the Company in the first 8 months.
A branch network of 10 trade-only shopfronts is now
operational across Australia enabling just-in-time
access to stock for the DAS division’s extensive network
of customers. The integration of the acquired business
was completed during the FY22 period.
Dicker Data reintroduced its flagship roadshow event,
TechX, in 2022, attracting over 50 of the world’s leading
vendors as sponsors with over 3,500 of the Company’s
customers in attendance across Australia and New
Zealand (ANZ). Broadly recognised as the ANZ IT
industry’s largest IT channel event, TechX provides the
Company with an unparalleled opportunity to showcase
its technology range, set the technology agenda for
thousands of its customers and to recruit new vendors
and customers into the Company’s ecosystem.
Pressure on the bottom line intensified in 2022. A
combination of rising interest rates, significant inventory
holdings and higher than forecast salary costs as a
result of recent acquisitions compounded, impeding the
overall profitability of the Company. A number of one-off
costs associated with the acquisitions added further
pressure to profitability.
We faced continued supply-chain disruption in 2022,
with the global chip shortage continuing to impact
stock availability across a number of technologies. This
was compounded by the ongoing logistical shortages
facing both Australia and New Zealand as demand
for delivery services continues to grow. However, we
have successfully navigated these challenges with our
customers through transparency, openness and by
capitalising on strategic inventory opportunities with
our suppliers. These strategies continue to place the
Company in good stead to endure the ongoing market
conditions which are expected to last into the second
half of the Company’s FY23 period.
The Company focused much of FY22 consolidating the
customer and vendor relationships obtained through
the acquisition of the Exeed and Hills businesses. With
the Exeed business, approximately 60 vendors were
integrated across various business units, making a full
year contribution of $398.0m in FY22. The acquisition
of the Hills IT and Security division added a further
50 vendors and contributed $73.3m in the 8 months
since the acquisition. The Company introduced a
smaller number of other new vendor relationships that
contributed a further $22.2m during the year.
ISG Distributor
of the Year - NZ
Distributor
of the Year - NZ
Best Performing Distributor
of the Year- ANZ
Software Distributor
of the Year- ANZ
Value Added Distributor
Award- APJ
Staff celebrate the Company being named
Hardware Distributor of the Year for the
10th consecutive year at the annual
industry awards.
WOMEN IN
ICT AWARDS
2021 & 2022
Diversity & Inclusion Champion
Hardware Distributor of the Year - AU
10 CONSECUTIVE YEARS
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Software Distributor
of the Year - NZ
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2023 OUTLOOK
The changing nature of the IT industry is nothing new to our
business, however, the disruption experienced over the last
three years has significantly changed the landscape in which
our business operates.
From surges in demand as the pandemic took hold, to
significant backlogs of orders that were unable to be
fulfilled as chip shortages strangled supply chains, the
IT sector has faced its share of challenges. With these
headwinds almost behind the Company, 2023 is set to
be another prosperous year, but will also not be without
its own unique challenges.
The surge in demand and chip shortages of 2020,
2021 and 2022 will finally subside in late 2023 as the
production capabilities of the Company’s vendors
reaches the capacity to service market demand. As
in many sectors, demand can increase, or decrease,
very quickly, but the supply-side cannot adapt at the
same pace due to the complexity of what is required
to manufacture many of the products the Company
distributes. As a result, buying power will shift back into
the end-customer’s hands in 2023 as order backlogs
are fulfilled and vendors manufacture new inventory in
line with the dynamics of the previous years, with supply
expected to outstrip demand. End-customers will have
the ability to choose the technology they want, which is
in stark contrast to previous years where many end-
customers were forced to take whichever products were
available at the time to meet their technology needs.
Interest rate increases in FY22 had a material impact
on the Company’s profitability. The trend for increasing
interest rates is expected to continue in FY23 requiring a
more disciplined approach to capital management and
more strategic inventory investments. The Company is
increasing its focus on its weeks of inventory holdings
and general business hygiene as the cost of capital
continues to increase. Managing access to capital,
inventory holdings and customer credit is part of
the Company’s core competencies, and we expect
to gain operational efficiencies in these areas as we
place increased focus on them, particularly within the
businesses that have been recently acquired.
The Company undertook a level of organisational
introspection in late FY22 to identify areas for
improvement and rationalisation. The recently acquired
businesses across Australia and New Zealand that
were fully integrated in FY22 will be accelerated in
FY23 to align the metrics of those businesses to those
of the Company’s proven, long-term operating model.
Furthermore, we expect to realise the benefits of shared
operational functions across the group in FY23 as the
focus shifts from integrating businesses to extracting
the maximum value from them whilst closely managing
the associated costs.
The launch of the
Company’s access and
surveillance, or DAS,
business in FY22 unlocked
new revenue streams and
new customers.
In the 8 months of trading to 31 December 2022, the
Company returned the acquired business to growth,
with the operational focus of the DAS business
now shifting towards accelerating the business and
delivering on its full profit potential.
On 9th February 2023, the Company entered into
a binding Sale and Purchase Agreement (SPA) to
acquire the business of Connect Security Products
Limited (CSP) in New Zealand for a purchase price of
NZD $5.0m. This acquisition marks the entry of the
Company’s DAS business in New Zealand, which brings
with it a number of synergies that will be leveraged
across both countries to further grow the DAS business.
With a number of branch relocations and
refurbishments now complete, the Company has
reduced branch operating costs significantly,
representing a gain that will be realised in the FY23
period.
The convergence of the IT and access and surveillance
markets is expected to accelerate in FY23. With over
600 of Dicker Data’s IT partners transacting with DAS in
FY22, the foundations are now in place to capitalise on
the market convergence and to use the learnings and
data from these engagements to drive further cross-
over between the two markets.
The velocity of the DAS business increased towards the
end of FY22, with gross margin finalising approximately
50% higher than the IT side of the business. The DAS
business across Australia and New Zealand is expected to operate at gross margins double that of
the IT business in FY23 as its growth is accelerated, the operation is refined and as the division
capitalises on shared services.
Market demand for some technologies, such as devices, is expected to soften in
FY23. The disruption caused by the pandemic, the thirst for digital transformation
and the need to support hybrid workforces spurred an unnatural level of
demand that has remained constant. This demand is expected to continue in
2023 despite the market dynamics settling and become more predictable.
Technology refresh cycles are expected to return to pre-pandemic
intervals and we expect enterprise and government to drive market
demand in 2023 as they embark on the next phases of their digital
transformation, while SMB spending is expected to abate.
These dynamics create a unique opportunity for the Company.
We have been the demand stimulation and generation engine
for our vendors for many years, particularly in the SMB and
mid-market segments, and their reliance on our Company
to perform this function will be at its highest during
FY23 as they seek to improve on their FY22 results by
leveraging the strengths of our Company.
As a hybrid distribution business
focused on value-added services and
stock holding, the Company is well-
positioned to navigate the challenging
market dynamics with its extensive
mix of public cloud, security, data
management, hybrid and on premise
solutions; segments in which the
Company’s portfolio is unmatched
and our internal skillsets are far
superior in comparison to the
rest of the market.
DAS team members
showcasing the latest
products in one of
our branches.
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We recognise sustainability is an ongoing process and that there is
always room for improvement. This is why we regularly review
and realign our sustainability strategies, and why we are
committed to transparently reporting on our progress
in this area. We are proud of the advancement we
have made, but we also understand that there
is still much work to be done. We remain
committed to continuously improving
our sustainability performance
and to make a positive
impact on the world.
ENVIRONMENTAL
SOCIAL & GOVERNANCE
We believe that sustainable business practices are
essential for long-term success and we’re proud to share
our progress and achievements in creating a more
sustainable future for our stakeholders. From reducing
our environmental footprint to fostering a diverse,
inclusive and ethical workplace, we are committed
to creating value for all our stakeholders through
sustainable business practices that benefit
people and the planet.
Our key areas of impact in our FY22 reporting period were:
Our People
High-performing, empowered people from diverse backgrounds who thrive in
our inclusive environment build their own, and our Company’s, success.
Our Facilities
Custom-designed and built headquarters that integrates seamlessly with the
surrounding natural environment, creating a more eco-positive and biodiverse habitat.
Our Operations
Taking positive steps to reduce our environmental impact and increase our
environmental awareness with every decision we make.
Our Technology
Helping our partner community to make sustainable technology choices today
and become the sustainability champions of tomorrow for their customers.
Our Wider Impact
Enabling our staff and leveraging our success to increase the positive impact
we’re collectively making.
Governance
Dicker Data lodges a separate Corporate Governance Statement. To view the latest version of this
document, please visit the Investor Centre on our website: www.dickerdata.com.au/investors
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OUR
PEOPLE
Dicker Data has a long history of celebrating
the diverse nature of its workforce, its
inclusive culture and realising the Company’s
full potential through empowering our
people to do their best work.
The knowledge, relationships and expertise our teams bring have
built Dicker Data into a world-class employer and consistently
high-performing ASX300 Company. Despite employment
trends experienced by many organisations globally in
2022, Dicker Data maintained a low turnover rate and
retained all key Executive and Senior Management
personnel. The consistency of the Company’s
people is a significant competitive advantage
that has underpinned its success
through turbulent market
conditions.
Dicker Data staff,
vendors and key
customers at
TechX 2022
Sydney.
57%
female representation on
our Board of Directors
and 48% in Senior
Management
Staff and vendor
representatives
celebrate at the
Company’s
2022
Melbourne
Cup event.
NZ Staff at Harvey
Norman Awards
87%
of our people indicated
they’re proud to work
for Dicker Data
DAS team members
outside a newly
refurbished branch
location.
ARN Diversity and
Inclusion Champion
Award Winner
This accolade acknowledges the leading
organisation in the Australian IT sector
that promotes diversity and inclusivity
throughout its operations, including
its employees, customers, and other
significant parties. To receive this award,
the Company must have surpassed a
superficial pledge by implementing policies
and initiatives that effectively accomplish D&I
objectives, as demonstrated by focused efforts,
effective leadership, and well-defined outcomes.
Our people from across
Australia celebrating
2022 at our staff
Christmas Party
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OUR
PEOPLE
Workforce Representation
Our commitment to gender parity across our
organisation continued in FY22, with most notable
progress made in our Senior Management
division. This team is now 52% male and 48%
female (5% more gender diverse than FY21),
with 40% of the team coming from diverse
nationalities.
Our workforce is comprised of people with varying
tenures and experience. Our longest serving
employee has been with the Company for 32 years
and we’re proud to have over 50 staff with tenures
of 15 years or more. The Company’s ability to not
only attract, but also retain high-performing people
has provided the business with an unmatched
level of continuity. The gender diversity of our
Board places the Company as one of the best
performing ASX300 companies and our Senior
Management gender diversity is also industry
leading. Furthermore, our Senior Management
team of 20 people across ANZ is comprised of 9
different ethnicities (+50% on FY21).
Our gender diversity took a backwards step in
FY22 as a result of the Company’s acquisition of
the Hills Security and IT division. The acquired
business was comprised of over 110 employees,
78% of whom are male, 21% female and 1%
intersex. We are taking steps to promote more
female participation in the access and surveillance
industry through proactive engagement with
industry bodies, as well as exploring ways of
recognising female contribution to the access and
surveillance industry through dedicated awards.
Dicker Data takes its diversity leadership position
seriously and is invested in helping the broader
IT ecosystem realise the benefits a diverse
workforce can bring.
Employee Engagement
Annual Staff Survey - Each year we conduct an
internal staff survey that provides our people with
the opportunity to directly respond to questions
covering various areas of our business and
to provide feedback directly to the Executive
Management team. In the 2022 staff survey, we
saw an increase of the % of staff who indicated
they’re proud to work for Dicker Data: 87% (+3%
on FY21). We’re proud to see our inclusive culture
thriving with over 87% of respondents indicating
that staff treat each other with
respect at Dicker Data, a
4.4% increase on FY21.
We remain committed
to listening to our
people, adjusting our
policies to reflect their
needs and to create
87%
respondents indicating
that staff treat each other
with respect at Dicker Data
Up 4.8%
Data Bites
Dicker Data launched an internal lunch and learn series
in 2022, aptly named Data Bites. These sessions
invited external subject matter experts in to educate
our staff on managing their finances, mental health
and many other topics. Interest in the program has
been so strong that the Company has even had its own
staff presenting on topics they’re passionate about,
such as men’s health on International Men’s Day.
a positive working environment, whilst balancing
the needs of our shareholders.
Employee Development
We support our people to continue their education
and skill development as they seek to further their
careers, diversify their skillsets and improve the
way they perform their role. In December 2022
we launched a new learning and development
platform, ELMO Learning, which offers staff
access to over 400 courses covering a broad
range of topics. New and updated courses are
released monthly, in addition to updates to keep
the courses current with legislative changes,
ensuring ongoing compliance. In addition, we
sponsor courses for our staff with nationally
accredited and recognised providers for specific
areas of improvement, such as management,
public speaking and more.
Caring for our People
The health and well-being of our people is central
to our success. The Company’s concern for the
health and well-being of its people is reflected in
free of-charge services that promote healthier
lifestyles, such as daily lunch, an onsite gym at
the Kurnell headquarters, biweekly yoga and
pilates sessions that are available onsite and via
broadcast links, weekly lunch and learn sessions
with external experts on important topics such
as managing personal finances and access
to an Employee Assistance Program (EAP)
that provides our people with access to three
Company-funded confidential sessions with
a counsellor to assist with any mental health
concerns. We have also offered our staff 10 days
of domestic and family violence funded leave
for many years, well ahead of the government
mandate which came into effect on 1 February
2023. We also provide employees that are
leveraging this type of leave with a support toolkit
that was developed in conjunction with Banksia
Women and Challenge DV to help them cope
and manage their unique situations. In addition
to the extra annual leave provided for victims of
domestic and family violence, we also provide
Organisations and Initiatives supported in FY22:
• Breast Cancer Network Australia
• Cancer Council 7 Bridges Walk
• International Men’s Day
• IT for a Cause
• Lifeline
• Movember
• R U OK?
• STEPtember
• Team Lopez Foundation
• The Pyjama Foundation
• Trees that Count
• Work Ventures
10 days paid Domestic leave for perpetrators of
domestic and family violence who are able to
demonstrate that they are seeking rehabilitation.
Our People and the Causes Close to their Heart
With the help of our teams across Australia
and New Zealand, we supported a number
of initiatives and organisations throughout
2022. From hosting The Biggest Morning Tea
to Movember, R U OK day and many more,
Dicker Data’s teams raised awareness for these
organisations as well as collecting donations and
actively participating in the initiatives.
Furthermore, Dicker Data launched an internal
lunch and learn series in 2022, aptly named
Data Bites. These sessions invited external
subject matter experts in to educate our staff on
managing their finances, mental health and many
other topics. Interest in the program has been so
strong that the Company has even had its own
staff presenting on topics they’re passionate
about, such as men’s health on International
Men’s Day.
Movember
Our team rallied behind Movember in
2022, raising funds and awareness
for men’s mental health. Many of our
team members grew moustaches and
leveraged their networks to raise funds
for the cause, but we also leveraged
our inventory holdings for the cause,
offering to donate $5 per eligible
device our partners purchased. We
collectively raised NZD $8,500 for the
cause and in the process built stronger
links amongst our team members
and used the initiative as cause to
celebrate with our ecosystem.
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21
OUR
FACILITIES
Founders David Dicker
and Fiona Brown officially
opening the walking track
with NSW Minister for the
Environment and Heritage,
The Hon. James Griffin and
NSW Attorney General and
Local Member for Cronulla,
The Hon. Mark Speakman.
The creation of our facility was an opportunity to make
a positive impact on the local environment and to create
a bustling hub that blended with the natural beauty that
surrounds the site.
Two years since moving into our new custom-
designed and built headquarters located in
Kurnell, NSW, Dicker Data has continued to
invest in sustainable initiatives to minimise
the Company’s impact on the surrounding
environment and overall environmental footprint.
56% of the power consumed by our facility was
produced by solar or supplied by the batteries
onsite in FY22 (-6% on FY21). To counter the
increase in power sourced from the grid, the
number of solar panels used by the Company is
being expanded by almost 1,000 additional panels
(a 150% increase) as a part of the warehouse
extension that is due for completion in the first
half of 2023. The increase in solar capturing
capacity is expected to enable Dicker Data to
run off-grid during a wider variety of weather
conditions, will assist with powering an expanded
network of electric vehicle chargers that could
be installed at a future date and will support the
power needs of the business as it continues to
grow.
The purpose-built water retention basins that
surround our facility captured rainwater and
stormwater runoff in 2022. This water was quality
tested and once it met the required standards,
was pumped back out to the local Botany Bay
precinct to enrich the local marine ecology and to
support the biodiversity of the surrounding areas.
The Company plans to expand its water collection
methods as part of the stage two warehouse
build which is expected to be completed in the
first half of 2023.
56%
SUSTAINABLY SOURCED
The majority of the power consumed
at our Kurnell headquarters was
generated by solar energy or provided
by the onsite batteries in FY22. Nearly
1,000 more solar panels will be added
as a part of the warehouse extension.
Recycled
concrete storage
containers
found during site
development,
now repurposed
as a part of the
landscape design.
Opening of the Dicker Data Walking
Track at Kurnell Headquarters
by the NSW Minister for the
Environment and Heritage and
NSW Attorney General
In December 2022, the NSW Minister for the Environment
and Heritage, the Hon. James Griffin MP, and NSW
Attorney General and Local Member for Cronulla, the Hon.
Mark Speakman MP officially opened the 1.6km walking
track that surrounds our facility in Kurnell. Designed to
give our people an opportunity to take a break, reconnect
with nature and to promote healthier lifestyles, the Dicker
Data walking track has also become host to a surge
in local wildlife that now frequent the site and enjoy
the benefits of the native surrounds. Mr Speakman
said the initiative provided “a peaceful surround for an
otherwise bustling hub”. Mr Griffin, said, “It is important
to acknowledge the role businesses play in conservation
and the environment. Organisations like Dicker Data come
to the fore and operate outside the ordinary to take care
of the environment today for future generations”.
22
23
OUR
FACILITIES
Staff celebrate the opening
of the Dicker Data New
Zealand office in
FY22.
New Office in
Parnell, Auckland
Dicker Data opened its new Auckland
headquarters in 2022, featuring
a modern fit-out that supports
collaboration and hybrid working.
Located centrally in Parnell, the new
office provides our staff with the
opportunity to connect with one
another as well as host vendors and
customers. Complete with height-
adjustable workstations, acoustic
ceilings and dedicated training rooms,
our new office was created with the
future needs of our business in mind
and to act as an anchor in our talent
attraction and retention strategy.
Our new facility features
Solar power onsite to power
facility and top-up the grid
Electric vehicle
charging stations
All plastic packaging replaces
with cardBoard and unneeded
packaging recycled prior to shipping
All ewaste recycled in a
sustainable manner and separate
our Bio-waste to avoid landfill
24
25
50%
of all shipments
use recycled
boxes and
unneeded
packing is
recycled prior
to shipping
All ewaste recycled in
a sustainable manner
and separate our Bio-
waste to avoid landfill
We’ve replaced void
fill with recycled
materials
Dicker Data
Services team
performing
their roles at
our Kurnell
headquarters
OUR
OPERATIONS
As the size and scale of our operations continues to grow, we
remain conscious of the environmental impact our business
is having. We proactively bring a sustainability lens to our
decision-making processes and are working to engrain
sustainability at the core of our operations.
We are transitioning towards more sustainable
solutions for our distribution centre and working
with our people who are passionate on the
topic to improve workflows and our processes
with sustainability front of mind. We proactively
bring a sustainability lens to our decision-
making processes and are working to engrain
sustainability at the core of our operations. With
a significant number of shipments leaving our
warehouses across Australia and New Zealand
each year, the Company is committed to playing
a proactive role in reducing the environmental
impact of its operations. As a proud member of
the Australian Packaging Covenant Organisation
(APCO), the Company has made steps towards
developing a circular economy for packaging in
Australia. For example, in FY22 the Company
transitioned from using brand new boxes for
100% of outbound shipments to approximately
only 50% of new boxes being used for outbound
shipments. 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.
In alignment with this objective, we have
significantly reduced the amount of single-use
plastics in our business and we have moved to
using substantially more recycled materials as
void fill in our shipments.
The 2022 Schneider Electric Sustainability Index
uncovered that 40% of Australian and New
Zealand technology partners expect to generate
revenue from sustainable solutions in the coming
years. This, coupled with the fact that 65% of
end-customers state that their ESG strategies
now influence, highlights how well Dicker Data
is positioned to capitalise on the business
opportunities that sustainability is creating.
Furthermore, 76% of end-customers believe that
sustainable transformation creates a competitive
edge and 79% of end-customer believe digital
plays a key role in achieving sustainability goals.
The importance of Dicker Data’s role as a provider
of sustainable technology will increase in coming
years, as will the reliance of our partners to help
them learn, design solutions and navigate the
complexities of sustainable technologies.
PROUD MEMBER OF:
26
27
AUSTRALIANPACKAGINGCOVENANTORGANISATION OUR
TECHNOLOGY
The technology we distribute has always been at the
forefront of innovation and we are pleased to report on
the level of sustainability-related innovation we are seeing
from our network of the world’s leading vendors.
Dicker Data
Financial
Services
team at
TechX New
Zealand
As more organisations, governments and
communities are making their technology
decisions with environmental and sustainability
factors in mind, we are pleased to be offering
our IT partners and their end-customers new
technology solutions that meet those needs.
From laptops that have components made
from recycled ocean plastic to selling refreshed
technology that has been refurbished by our
vendor partners to give their physical components
a longer lifespan, Dicker Data is committed
to providing its partner network with more
sustainable choices.
Our role as a distributor has long been to help
our partners build the right solutions that meet
the challenges faced by their end-customers.
We are committed to helping our partners
make more environmentally friendly choices
by clearly identifying the products that meet
globally recognised standards, such as the
Electronic Product Environmental Assessment
Tool (EPEAT) and Energy Star, on our website
and on our quotes. We consistently reinforce that
the technology choices our partners make today
have a significant impact when that technology
reaches the end of its useable life. We are working
with our vendors to increase access to total cost
of ownership (TCO) calculators, so our partners
understand the full impact of their choices in
advance and we are working with our partner
ecosystem to demonstrate the commercial
viability of sustainable technology.
Our vendor community’s transparency on
sustainability is improving, which is enabling us
to provide more insights to our partners, in turn
enabling them to make more informed technology
decisions. Some vendors are now providing
pre-purchase environmental impact reports on
the technology a partner procures from Dicker
Data, with some vendors also offering end-of-
life reporting to demonstrate the environmental
impact of a particular technology over its lifespan.
These reports also include details on how the
technology will be recycled to minimise its
end of use impact on the planet, or to provide
information on how the technology can be given
a new life. We remain committed to sharing
information on the sustainability of the products
we distribute with our partners and we are
working to improve the visibility and accessibility
of sustainable solutions via the various ways our
partners interact with our business.
Dicker Data remains at the centre of Australia’s
digital transformation and with sustainability
quickly becoming a key requirement of the next
wave of digital transformation, the Company
is well-positioned to support and enable its
partner community to capitalise on the business
opportunities this transition is creating. We are
also proactively offering information sessions for
our partners on sustainable technology. These
sessions help our partners understand how to
monetise sustainable solutions as well as helping
them to understand how to position them and use
sustainability as a competitive differentiator.
Sales
team training
with vendor
representatives
in Kurnell.
Cybersecurity
As the cyberthreat landscape continues to evolve
and the attacks on Governments, businesses
and communities increases, we are taking
proactive steps to protect both the Company
and our employees from falling victim to
cybercriminals. Our multi-layered approach that
encompasses everything from the firewall to the
frontline worker has so far prevented successful
intrusion attempts and resulted in no notifiable
data breaches in the FY22 period. Despite this,
we remain extremely vigilant and steadfastly
committed to our cybersecurity obligations and
managing the associated risks.
As part of our ongoing cybersecurity risk
assessment, staff training and threat mitigation
processes, our staff are all required to undergo
cybersecurity training as a part of their
employment with the Company. In addition, we
Staff
configuring
a customer
order prior to
dispatch
run simulated phishing and other attacks
on a regular basis which exposes our staff and
systems to the types of threats they can expect to
face, albeit in a controlled environment. In FY22
all staff were tested, with 2.8% of employees
falling victim to the simulated attacks. Additional
training and support have subsequently been
provided to these staff to help them improve their
awareness of attacks which will not only improve
the Company’s protection, but also the security
of the individual when they interact with other
systems outside of the corporate environment.
We plan to introduce more robust security
measures for our staff in FY23 that will further
harden the Company against cyberthreats.
28
29
OUR
WIDER IMPACT
Our success in business has provided our business with a
platform to extend support to a number of initiatives that
improve the state of the environment, the health of others
and more. In addition to the charitable initiatives driven by
our various teams, the Company has increased its direct
investment into existing partners and established new
relationships to further its impact. We worked with the
following partners in 2022:
Ocean Impact Organisation
Dicker Data extended its partnership with the
Ocean Impact Organisation’s Pitchfest in 2022,
renewing sponsorship of the Ocean Monitoring
and Spotlight Award for 2022 and 2023 and
committing time of senior management
personnel to provide mentoring and support to a
range of start-ups from around the world that are
focused on improving ocean health. Dicker Data’s
involvement with Ocean Impact Organisation
has enabled their ecosystem to accelerate their
impact, further their research and has helped
further educate young entrepreneurs.
Foundation for National Parks and Wildlife
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. Donations made by our reseller partners
are matched by the Company.
We work closely with both our partners and
vendors to support the not-for-profit community
in Australia and New Zealand. By providing
presales and technical support to the partners
and not-for-profits they’re servicing, we’re
proactively removing barriers to accessing new
technologies and we work hand-in-hand with our
vendors to ensure every incentive is utilised to
maximise the not-for-profit’s investments.
Modern Slavery
We reviewed our supply chain in 2022 with a
Modern Slavery audit and action plan. We have
been continually encouraged by the results of
our Modern Slavery audits and are committed to
continuing to review our supply chain to ensure
compliance with Modern Slavery standards, in
turn building the confidence of our investors and
stakeholders in our ethical
practices.
Dicker Data staff
raising funds for
Breast Cancer
Network Australia
at our Kurnell
headquarters.
TechX
During the New Zealand
portion of our TechX roadshow,
we provided our attendees with
tokens that they could use to make a $10
donation to one of four charities on the night. As a result, we donated
NZD $15,000 across four deserving charities which included:
KidsCan
KidsCan is Aotearoa New Zealand’s leading charity dedicated to helping Kiwi kids
affected by poverty. They help tamariki experiencing hardship by providing food,
jackets, shoes and health products to schools and early childhood centres across
New Zealand.
Starship Children’s Hospital
Starship are the leading provider of paediatric health care in New Zealand and the
South Pacific, delivering family centred care to infants, children, young people and
their whānau in hospital and in the community.
Trees that Count
Trees that Count are a conservation charity bringing together business, community
and everyday Kiwis, with the vision of helping plant millions of native trees across
the country.
St Johns (NZ Ambulance Service)
St John’s provides ambulance services throughout New Zealand and is playing an
increasing role in various communities to help people develop personal strength and
care for others.
30
31
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 2022.
The following persons were Directors of Dicker Data Limited during
the financial year end 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
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-22
01-Mar-22
17-May-22
01-Jun-22
17-Aug-22
01-Sep-22
13-Nov-22
01-Dec-22
Total
Dividend
/Share
(in Cents)
15.00
13.00
13.00
13.00
54.00
Amount
(in 000’s)
Type
FY
Amount
Franked
$25,933
Final
2021
$22,484
Interim
2022
$22,491
Interim
2022
$23,403
Interim
2022
100%
100%
100%
100%
$94,311
The total dividends declared and paid during the financial year were 54.0 cents per share or a total of $94.3m,
fully franked. (2021: 37.5 cents per share, $64.7m), representing an increase of 44.0%
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 2022 year. Of the $94.3m dividends paid, $91.3m were paid as cash dividends and $3.0m
participated in the DRP.
A final dividend for FY22 of 2.5 cents per share was declared on 8 February 2023 with a record date of 14
February 2023 and a payment date of 1 March 2023. With the three interim dividends paid during FY22, this
will bring total dividends paid for the FY22 year to 41.5 cents per share. The FY22 dividend paid represents a
decrease of 1.2%, down from 42.0 cents paid for FY21.
Type
FY
Payment Date
Interim
2022
01-Jun-22
Interim
2022
01-Sep-22
Interim
2022
01-Dec-22
Final
2022
01-Mar-23
TOTAL
2022
Dividend
/Share
(in Cents)
13.00
13.00
13.00
2.50
41.50
FY
Payment Date
01-Jun-21
01-Sep-21
01-Dec-21
01-Mar-22
2021
2021
2021
2021
2021
Dividend
/Share
(in Cents)
9.00
9.00
9.00
15.00
42.00
32
33
Operating and Financial Review
A snapshot of the operations of the consolidated entity for the full year and the results of those operations are
as follows:
Dec-22
($ 000’s)
Dec-21
($ 000’s)
Change $
($ 000’s)
Change %
Total Revenue
Gross Profit
3,104,408
2,484,459
619,949
283,659
230,336
53,323
Net operating profit before tax
106,977
*
106,075
**
Net statutory profit before tax
104,853
105,097
Net profit after tax attributable to members
73,047
73,562
902
-244
-515
25.0%
23.2%
0.9%
-0.2%
-0.7%
* Excludes one off integration and restructure costs of $2.1m
** Excludes one off acquisition costs of $978k
Revenue
The revenue for the consolidated entity for the 12 months to 31 December 2022 was $3,104.4m (2021:
$2,484.5m), up by $619.9m (+25.0%). At a country level, Australia grew $397.3m (+18.4%) and New Zealand
grew $222.6m (+68.1%).
Total revenue from sales of goods and services, excluding other revenue, was $3,103.7m (2021: $2,479.4m), up
by $624.2m, representing an increase of 25.2%.
At a sector level, the Company maintained strong growth across all product related business units, with
hardware and support sales up $404.7m (+21.6%) and software sales up $218.7m (+36.7%), and Dicker Data
Services business expanding by $0.9m (+8.3%). Within our software business the strongest growth came from
our recurring revenue products increasing to $743.9m (+42.5%). In May 2022, Dicker Data acquired IT and
Security Division of Hills Limited and formed a new business unit Dicker Access and Surveillance (DAS). This
new business unit contributed revenue of $73.3m in the 8 months since acquisition.
Gross Profit
Gross profit for the reporting period was up 23.2% at $283.7m (2021: $230.3m). Gross profit margins abated
in the FY22 year at 9.1% (2021: 9.3%), but finalising within expectation. The decrease in profit margins is largely
driven by lower than expected margins in the New Zealand business finishing at 6.5% (2021: 7.6%). Australia’s
gross profit margin finished higher at 9.7% (2021: 9.5%).
Expenses
Operating Expenses
Operating costs, excluding one-off costs were $154.0m (2021: $116.3m), up by 32.4%, also increasing as a
proportion to revenue at 5.0% (2021: 4.7%), as the Company continues to invest in servicing the customer and
vendor relationships it has added as a result of the acquisition of the Exeed and Hills businesses.
The increase in costs is attributed primarily to an increase in salary related expenses. Salary costs were
$130.6m (2021: $101.0m) an increase of $29.6m (+29.3%), and increasing as a proportion of revenue to 4.2%
(2021: 4.1%). The increase in salary and headcount is attributed mainly to the full year impact of the Exeed
acquisition and 8 months impact of the addition of the Hills business, adding over 110 people. The Company
continues to maintain strong performance based remuneration packages and the increase in salary costs is
also driven by the increase in revenue and achievement of key performance metrics. Headcount across the
group finished at 859 (2021: 694), an increase of 23.8%.
Other operating expenses, excluding one-off costs increased by $8.1m to $23.4m, increasing as a proportion
of sales to 0.8% (2021: 0.6%).
Depreciation, Amortisation and Interest
Depreciation and amortisation for the reporting period was $12.3m (2021: $9.1m), an increase of $3.2m.
Included in this number is $4.5m for amortisation of identifiable intangibles, of which $1.9m related to New
Zealand and $2.6m to Australia. There were also some increases in plant and equipment associated with
the Exeed acquisition and depreciation with additional PP&E purchases in line with increase of additional
headcount in the financial year. Depreciation on the Right of Use Assets (ROUA) for capitalised leases
amounted to $3.1m.
Finance costs in the reporting period were $11.1m, up by $7.2m from the prior year (2021: $3.9m),
attributed to the full year effect of incremental debt associated with the Exeed acquisition and its ongoing
working capital requirements as well as the acquisition of the Hills IT and Security business, predominantly
attributed to working capital. Recent interest rate rises are also significantly increasing the Company’s cost of
debt.
Net Profit
Operating profit before tax finalised at $107.0m (2021: $106.1m) up by 0.9%, after adding back one off costs
of $2.1m related to integration and restructure costs associated with the acquisition of the Exeed and Hills
businesses. Of the $2.1m, $1.2m related to Hills integration costs with the balance being restructure costs.
Statutory profit before tax finalised at $104.9m (2021: $105.1m) down by 0.2%. Net profit after tax decreased to
$73.0m (2021: $73.6m), down by 0.7%.
Weighted average earnings per share decreased to 41.80 cents per share (2021: 42.63 cents), down by 1.9%.
Statement of Financial Position
Total assets as at 31 December 2022 increased to $1,066.8m (2021: $854.1m).
The statement of financial position reflects a substantial increase in working capital investment, mainly driven
by the incremental working capital attached to the Exeed and DAS businesses, 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 $359.1m up by $100.6m from previous year (2021: $258.6m). Cash
finalised at $12.3m, up by $4.9m (2021: $7.4m). Trade and other receivables were up from the previous year
to $581.8m (2021: $455.5m), an increase of $126.3m. The Company also continued to invest in inventory with
inventories finishing at $261.7m (2021: $201.3m), up by $60.4m. Inventory days increased to 33.8 days (2021:
32.6 days). Trade and other payables finalised at $484.4m (2021: $398.2m).
Property, plant and equipment increased to $87.6m during the period (2021: $82.3m) an increase of $5.3m
with the Company beginning works on the expansion of the warehouse, as well as bringing on the assets to
support the DAS business unit.
Total liabilities as at 31 December 2022 were $836.6m, up from the prior period (2021: $675.8m). Current
borrowings comprising the drawn amount on the receivables purchase facility with Westpac was at $185.0m
as at 31 December 2022, $45m higher than the prior year (2021: $140.0m). A $60.0m acquisition facility
remains for the Exeed acquisition of which $10.0m is current and $50m non-current. The balance of drawn
debt of $46.7m relates to a Bank of New Zealand (BNZ) cash advance facility, which replaced the Exeed BNZ
invoice finance facility in New Zealand. Overall borrowings are $291.7m, up $61.5m (2021: $230.2m).
Equity has increased to $230.1m during the year (2021: $178.3m) due to the impact of Capital Raising and
Share Purchase Plan activities during 2022 contributing $70.2m and the contribution from the Dividend
Reinvestment Plan (DRP) adding $3.0m, offset by timing differences in dividends paid.
34
35
Equity Movement
Equity 31 Dec 2021
Comprehensive Income for FY22
Share Issue – Capital Raising
Share Issue – DRP
Dividends Paid
Equity 31 Dec 2022
$'000
178,297
72,944
70,228
2,987
(94,311)
230,145
Significant changes in the state of affairs
Hills Acquisition
On 2 May 2022 the Company announced the completion of the acquisition of the Hills (ASX: HIL) Security and
IT (SIT) division, providing access to a new market segment in access control and surveillance, tapping into the
physical security market. The purchase price, based on a premium to the net assets was estimated at $19.4m,
with a final adjustment for net assets acquired settled on 20 June 2022 resulting in additional payment of
$1.9m bringing the final purchase price to $21.3m. Of the $21.3m purchase price $19.7m related to net assets
acquired, predominantly being inventory, with balance of $1.6m being for goodwill. From this date, Dicker Data
transitioned more than 110 of the Hills team members and novated over 50 vendor contracts.
Capital Raising
The Company successfully completed a $50.0m fully underwritten placement on 31 August 2022. Total new
shares issued under the placement were 4,854,369 at an issue price of $10.30 each. This was followed by the
successful completion of a share purchase plan on 23 September 2022, raising a further $21.7m. Total shares
issued under the share purchase plan were 2,103,724. Total capital raised net of costs during the year was
$70.2m
Warehouse Expansion Update
Following the Capital Raising in the second half of 2022, the expansion of the Company’s warehouse is now
underway. Breaking ground in December 2022, the addition of a further 16,636m2 is expected to be completed
by June 2023. The expansion will deliver a 70% increase in warehouse capacity that will support the growth
needs of the Company and provide ample space to deliver incremental value-added services to support
the Company’s extensive partner network. The completion of the warehouse expansion is also expected to
assist with cost rationalisation as various distribution centres that have been accreted as a result of various
acquisitions are consolidated.
The warehouse expansion is expected to be completed on time and on budget, with construction costs
expected to finalise at approximately $12.0m, with a further $3.0m anticipated to complete the fit-out and
procure operational equipment to maximise the efficiency of the newly expanded warehouse facility. The
opportunity to achieve efficiency gains in the existing warehouse is also being capitalised on, with the fit-out
process taking a holistic view of the operation and being designed based on the future needs of the business.
BNZ NZ Facility
In June 2022 Dicker Data NZ Ltd entered into a new cash advance facility with Bank of New Zealand. This
facility replaced the Exeed Ltd invoice finance and cash advance facilities assumed on the acquisition of Exeed
Ltd. The new cash advance facility has a limit of $50.0m NZD and was fully drawn in June 2022. The facility
also includes a stand-by letter of credit facility for approximately $21.1m NZD to support supplier trade credit
arrangements. This facility will help support the ongoing growth and working capital requirements of our
growing New Zealand business.
Supply Chain Disruption
The global chip shortages that have plagued technology and electronics manufacturers in recent years is
expected to subside in 2023 as the production capacity of many vendors is forecasted to exceed market
demand for the first time since the pandemic began. The significant increase in demand that was driven
36
by digital transformation and the hybrid work movement will be fulfilled in FY23, resulting in the clearing of
significant order backlogs that have hampered the Company’s ability to reach its full potential in previous
years. Demand for both digital transformation and hybrid work solutions remains strong as the reliance on
technology as competitive advantage and differentiator in business deepens.
There were no other significant changes in the in the state of affairs of the consolidated entity during the year
ended 31 December 2022.
Matters subsequent to the end of the financial year
Acquisition of Connect Security Products Ltd in NZ
On 9th February 2023 the Company entered into a binding Sale and Purchase Agreement (SPA) to acquire the
business of Connect Security Products Limited (CSP), New Zealand’s leading distributor of access control,
surveillance and fire products. CSP represents a highly strategic acquisition and a valuable addition to the
Dicker Access and Surveillance (DAS) platform as it will accelerate the launch of the DAS business in the New
Zealand market with key brands Bosch, Sony, Assa Abloy, HID, Motorola and more.
The combination of Dicker Data and CSP is expected to deliver compelling growth opportunities for both
businesses through the combined Trans-Tasman network and expanded capabilities. Similar to DAS in
Australia, CSP will run in parallel to Dicker Data’s existing New Zealand operation and will leverage shared
services such as finance, warehousing, logistics and marketing, with the product and sales functions operating
independently. CSP’s majority shareholder and Founder, Jason Mackie, will continue leading the business
post-acquisition, including managing a team of 10 Auckland-based staff, 2 Christchurch-based staff and 2
Wellington-based staff, in addition to the three branch locations located throughout New Zealand. For its
financial year ending 31 March 2023, CSP is on track to generate revenue in excess of NZD $8.0m and deliver
normalised EBITDA of approximately NZD $780,000.
The acquisition is a net asset purchase and the purchase price of NZD$5.0m is comprised of $3.5m for
goodwill with balance for net business assets of $1.5m being predominantly for inventory. The SPA is subject
to the satisfaction of a number of conditions, however the transaction is expected to complete 1st March
2023.
Dicker Data is constantly examining adjacent sectors to identify the next opportunity for growth and market
share. This addition to Dicker Data’s portfolio is in line with the Company’s commitment to offer its partners
access to a complete security solution from a range of market leading vendors. Convergence of physical
and digital security is a natural progression to protecting the entire business value chain to ensure a stronger
security posture.
Extension of Bank of New Zealand Facility
The $50.0m NZD facility established with Bank of New Zealand in June 2022, was further increased by $8.0m
NZD in January 2023 to provide further funding flexibility.
There were no other significant matters subsequent to the end of the financial year.
Likely Developments And Expected Results Of Operations
The changing nature of the IT industry is nothing new to our business, however, the disruption experienced
over the last three years has significantly changed the landscape in which our business operates.
From surges in demand as the pandemic took hold, to significant backlogs of orders that were unable to be
fulfilled as chip shortages strangled supply chains, the IT sector has faced its share of challenges. With these
headwinds almost behind the Company, 2023 is set to be another prosperous year, but will also not be without
its own unique challenges.
The surge in demand and chip shortages of 2020, 2021 and 2022 will finally subside in late 2023 as the
production capabilities of the Company’s vendors reaches the capacity to service market demand. As in many
sectors, demand can increase, or decrease, very quickly, but the supply-side cannot adapt at the same pace
due to the complexity of what is required to manufacture many of the products the Company distributes. As a
result, buying power will shift back into the end-customer’s hands in 2023 as order backlogs are fulfilled and
vendors manufacture new inventory in line with the dynamics of the previous years, with supply expected to
outstrip demand. End-customers will have the ability to choose the technology they want, which is in stark
contrast to previous years where many end-customers were forced to take whichever products were available
at the time to meet their technology needs.
37
Interest rate increases in FY22 had a material impact on the Company’s profitability. The trend for increasing
interest rates is expected to continue in FY23 requiring a more disciplined approach to capital management
and more strategic inventory investments. The Company is increasing its focus on its weeks of inventory
holdings and general business hygiene as the cost of capital continues to increase. Managing access to
capital, inventory holdings and customer credit is part of the Company’s core competencies, and we expect
to gain operational efficiencies in these areas as we place increase focus on them, particularly within the
businesses that have been recently acquired.
The Company undertook a level of organisational introspection in late FY22 to identify areas for improvement
and rationalisation. The recently acquired businesses across Australia and New Zealand that were fully
integrated in FY22 will be accelerated in FY23 to align the metrics of those businesses to those of the
Company’s proven, long-term operating model. Furthermore, we expect to realise the benefits of shared
operational functions across the group in FY23 as the focus shifts from integrating businesses to extracting
the maximum value from them whilst closely managing the associated costs.
The launch of the Company’s access and surveillance, or DAS, business, in FY22 unlocked new revenue
streams and new customers. In the 8 months of trading to 31 December 2022, the Company returned the
acquired business to growth, with the operational focus of the DAS business now shifting towards accelerating
the business and delivering on its full profit potential. The Company is tracking ahead of schedule with its
strategy for DAS, having initially allowed for 12 months to deliver on what has been achieved in 8 months.
On 9th February 2023, the Company entered into a binding Sale and Purchase Agreement (SPA) to acquire the
business of Connect Security Products Limited (CSP) in New Zealand for a purchase price of NZD $5.0m. This
acquisition marks the entry of the Company’s DAS business in New Zealand, which brings with it a number of
synergies that will be leveraged across both countries to further grow the DAS business.
The convergence of the IT and access and surveillance markets is expected to accelerate in FY23. With over
600 of Dicker Data’s IT partners transacting with DAS in FY22, the foundations are now in place to capitalise
on the market convergence and to use the learnings and data from these engagements to drive further cross-
over between the two markets.
The velocity of the DAS business reached a material point by Q422, with revenue growing by 16% on the
previous year. The DAS business across Australia and New Zealand is expected to operate at gross margins
double that of the IT business in FY23 as its growth is accelerated, the operation is refined and as the division
capitalises on shared services.
Market demand for some technologies, such as devices, is expected to soften in FY23. The disruption caused
by the pandemic, the thirst for digital transformation and the need to support hybrid workforces spurred an
unnatural level of demand that has remained constant. This demand is expected to continue in 2023 despite
the market dynamics settling and become more predictable. Technology refresh cycles are expected to return
to pre-pandemic intervals and we expect enterprise and government to drive market demand in 2023 as they
embark on the next phases of their digital transformation, while SMB spending is expected to abate.
These dynamics create a unique opportunity for the Company. We have been the demand stimulation and
generation engine for our vendors for many years, particularly in the SMB and mid-market segments, and their
reliance on our Company to perform this function will be at its highest during FY23 as they seek to improve on
their FY22 results by leveraging the strengths of our Company.
As a hybrid distribution business focused on value-added services and stock holding, the Company is well-
positioned to navigate the challenging market dynamics with its extensive mix of public cloud, security, data
management, hybrid and on premise solutions; segments in which the Company’s portfolio is unmatched and
our internal skillsets are far superior in comparison to the rest of the market.
Environmental Regulation
The consolidated entity is subject to the requirements of the National Television and Computer Recycling
Scheme covered by the Recycling and Waste Reduction Act 2020. There have been no instances of non-
compliance throughout the year.
38
INFORMATION
ON DIRECTORS
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:
25,741,673 Ordinary shares in Dicker Data Ltd
21,800,000 Ordinary shares held by BTR No 2 Pty Ltd
5,117,172 Ordinary shares held by Fi Brown Family Trust No1
2,988,598 Ordinary shares held by BTR Investments No1 Pty Ltd
105,818 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
39
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:
767,912 Ordinary shares in Dicker Data Limited
48,184 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:
69,335 Ordinary shares in Dicker Data Limited
238,166 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, with role expanding to Director of Operations in 2020 taking
on responsibility for overall warehouse logistics and business operations. 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:
68,000 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:
3,386 Ordinary shares in Dicker Data Limited
6,885 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
40
41
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 spent 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:
4,941 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.
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
11
11
11
11
11
11
11
11
11
11
11
11
10
10
-
3
-
-
-
3
3
-
3
-
-
-
3
2
-
2
-
-
-
2
2
-
2
-
-
-
2
2
Directors
Mr David Dicker
Ms Fiona Brown
Mr Vladimir Mitnovetski
Ms Mary Stojcevski
Mr Ian Welch
Ms Leanne Ralph
Ms Kim Stewart-Smith
42
REMUNERATION
REPORT
(AUDITED)
Introduction from the Chair of the Nomination & Remuneration Committee
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 2022.
At our annual general meeting in May 2022, the Company received its second strike against its Remuneration
Report despite significant effort to explain and 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.
This report will again focus on the rationale of our remuneration practices and how these practices
drive the returns enjoyed by shareholders over the past ten years. It will also outline the consideration given
to the strike against our remuneration report.
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 84% 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
Sale Revenue
Net Operating Profit Before Tax
EPS
Dividends per Share
TSR
10yr
581.7%
772.2%
541.7%
1507.1%
2983.7%
5yr
137.7%
166.1%
149.9%
350.0%
331.5%
1yr
25.2%
0.9%
-1.9%
44.0%
-28.2%
FY22 Outcomes
FY22 has seen companies classified as technology stocks fall in value across the board. This has been
the market’s response to changes in the economic cycle and the rising cost of capital, in the way it values
technology companies. The fundamentals of Dicker Data vary markedly from most others classified as
technology companies due to our business model’s revenue and profit sustainability. So, while the market’s
revised valuation basis has had a negative impact on Dicker Data’s share price, it has been far less pronounced
than most others in its sector. Moreover, on a forward looking basis the Company’s fundamentals are sound.
We are capital light, focussed on business to business sales rather than to end consumers, have a loyal
43
and sticky customer base, tried and tested customer solutions, and have a small share of a very large and
fragmented small medium enterprise market for technology equipment and support.
Despite predictable headwinds arising from higher customer capital constraints, and less predictable but
significant headwinds arising from supply constraints, the Dicker Data Executive Team has again grown both
Revenue and Net Operating Profit Before Tax. Our strategy reflects our shareholder base, primarily containing
retail shareholders as opposed to Institutional investors. Due to the consistent profit in this year and the
growth in profit in prior years., we have been able to increase our dividends per share by 44.0%. Consistent
years of high profit and performance have allowed us to reward shareholders.
Incentives and realisable remuneration (base pay plus incentives) were again highly correlated with profit
and dividends realised by shareholders, consistent with prior years. Our Executive pay alignment with our
fundamental driver of value is a key advantage of the Dicker Data framework. As FY22 Net Profit Before Tax
has been sustained from the prior year the pay of the Executive KMPs whose incentives are expressed as a
direct percentage of this profit has remained in line with the prior year.
Response to Second Strike
At our 2021 AGM, 66.7% of the votes received supported the remuneration report for the financial year
ended 31 December 2021. Votes cast against the FY21 Remuneration Report were 33.3%. At our 2021 AGM
28.9% of votes cast were against the FY20 Remuneration report, which constitutes a ‘second strike’ under
the Corporations Act 2001 (Cth). This triggered a vote to spill the Board, requiring all Directors excluding the
Managing Director to be subject to an election at a General Meeting held within 90 days. The spill resolution
was rejected by 87.9% to 12.1%.
Proxy advisors and shareholder feedback on our last two remuneration reports 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 plan. This feedback may not reflect the views of all our
shareholders. Nevertheless, we do not agree with placing a cap on how much incentive an Executive can earn
providing it can be funded and is proportional to profit, as this would be a misalignment with the interests
of shareholders, and act as a disincentive for better performance. We do agree that reward in all or part as
deferred equity in lieu of cash would provide better alignment with shareholder interests. However, the need for
this is offset by the fact that our Executives already hold stock that greatly exceeds normative standards within
the ASX 200.
The remuneration report vote outcome was disappointing. It reflected the views of shareholders who held
10.3% of our shares, so that the strike was, in effect, an outcome of votes from 3.4% of shares held. Even if
shares held by related parties are excluded, the proportion of shares voting against was just 10.2%. The votes
were from mainly institutional shareholders, the majority of whom receive proxy advice derived in most cases
from a standardised set of guidelines applicable to all issuers irrespective of the nature and type of Company,
and its business strategy. The Board seriously considered their feedback, and considered whether it was a
valid reflection of most shareholders views, rather than just 10.2% of shares held. However, there is insufficient
evidence either way that this was a valid reflection of shareholder views more broadly. We also considered
the extent that the framework is in the best interests of our shareholders. On balance, we decided that it was,
purely because it has been successful in attracting and retaining the best Executives in the industry, based
upon the level of sustained performance delivered over the tenure of their employment to date. Lastly, we
reviewed the extent to which we could change Executive incentive frameworks if we decided a change was
necessary. Again, we can be definitive. Executives have their percentage of profit share clearly and irrevocable
defined in their contracts. Hence we cannot unilaterally amend any aspect of remuneration without consent.
Rationally, the only responsible recommendation that the Independent Directors can make to the full Board can
responsibly take is that no changes be made to the remuneration framework because:
• no changes can be legally made; and
• the existing arrangement continues to operate in favour of delivering the best result for shareholders, despite
calls for deferred equity that is subject to a holding lock.
FY23 remuneration
No increase to base pay or incentive opportunity is planned in FY23.
We completed a Non-Executive Director (NED) fee review in 2022. This determined that our NED fees were
below market. As such NED fees will be increased in FY23. The new fees, along with a fee pool increase, will
be disclosed in the Notice of Meeting.
Concluding comments
No other ASX300 Company has remuneration as directly linked to performance as Dicker Data. It is the most
transparent and simple Executive remuneration structure among listed peers. Our policy whereby 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 sustainable value.
Moreover, unlike peers, it has a symmetry in that it can decline as easily as it can increase.
Dicker Data remains focused on delivering growth. We believe that our remuneration structure combined
with Executives who have significant “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. The fact that all Executive
KMP (excluding the founder, David Dicker), purchased more shares in FY22, stresses the confidence of our
Executive Team in our strategy and value.
Notwithstanding our legal constrains, we remain open to remuneration frameworks that are simpler,
transparent and aligned. To that end we will continue to have ongoing dialogue with proxy advisers, our
shareholders and our staff to ensure our framework continues to deliver on that promise.
Leanne Ralph
Chair of the Nomination & Remuneration Committee
27 February 2023
Remuneration Report (Audited)
All information in this remuneration report has been audited as required by section 308(3C) of the
Corporations Act 2001. The remuneration report is set out under the following main headings:
a. Consideration of FY21 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 FY21 Strike feedback
At our annual general meeting in May 2022, the Company received its second strike against its Remuneration
Report despite significant effort to explain and 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.
44
45
The following table summarises the issues raised by our shareholders and their proxy advisors in connection
with the FY21 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
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 with after tax proceeds
from their incentive payments. 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.
In FY22 all Executives excluding the CEO/founder have purchased shares. This shows the
Executives have confidence in our Company’s underlying value and or business strategy.
The following table breaks down the current shareholding levels as a proportion of base pay for
each Executive:
KMP
Vladimir Mitnovetski
Mary Stojcevski
Ian Welch
Shareholding as at
31 Dec 22
($)
Shareholding as a
multiple of Base Pay
(%)
8,526,207
3,133,435
692,920
14.2
12.5
2.7
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 8 years, exceeding the current average ASX300 Company Executive tenure by
about 3 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.
In FY22 a formal mandatory shareholding requirement was introduced for Executives to have
shareholdings equal to 300% of base pay to ensure all current and future Executives achieve
and maintain significant shareholdings will be 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. These requirements are matched only by very few
of the larger ASX300 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.
No LTI plan
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.
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. It also appeared to ignore
Issue raised
Consideration by Company
Executives are
entitled to a
percentage of
net operating
income before
tax without
a limit on
outperformance
performance relative to other companies. 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. In FY22
our net operating income before tax was approximately the same as FY21 and as such our
Executives’ remuneration was effectively unchanged.
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.
Only one
performance
measure
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 2018, the net operating profit before tax has grown at an
average rate of 22.3%. Shareholder wealth has increased at an average rate of 47.1% per annum
over this period. For the FY22 financial year, earnings per share remained relatively constant
whilst dividends per share increased by 44.0%.
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 Mandatory
Shareholding Requirement (MSR).
(b) Key management personnel
Key management personnel (KMP) covered in this report are detailed below:
Name
Position Held
David Dicker
Chief Executive Officer
Vladimir Mitnovetski
Chief Operating Officer
Mary Stojcevski
Chief Financial Officer
Tenure
Full Year
Full Year
Full Year
Ian Welch
Chief Information Officer and Director of Operations
Full Year
Fiona Brown
Non-Executive Director
Leanne Ralph
Independent Non-Executive Director
Kim Stewart-Smith
Independent Non-Executive Director
Full Year
Full Year
Full Year
e
v
i
t
u
c
e
x
E
s
r
o
t
c
e
r
i
D
e
v
i
t
u
c
e
x
E
-
n
o
N
s
r
o
t
c
e
r
i
D
46
47
(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.
The Executives’ cash incentive entitlements are assessed and paid either monthly or quarterly based on
the actual performance against the relevant monthly or quarterly profit with reconciliation at the end of the
financial year against the audited full-year actual profit. The performance-related award is uncapped after the
threshold performance metric has been achieved. The chairman and CEO is responsible for assessing whether
an individual’s targets have been met.
These key principles are:
The performance-related cash incentives align with Dicker Data’s strategy by:
•
•
•
•
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. Remuneration
arrangements are specified in each Executive’s employment agreement. Any changes to remuneration can
only be legally amended with the consent of the Executives.
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 FY22 as well as FY21:
• 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.
The following table summarises the Non-Executive Director fees in FY22 as well as FY21:
Name
Non-Executive Director Fees
Committee Chair Fees
FY22
$60,000
$5,000
FY21
$60,000
$5,000
We completed a NED fee review in 2022. This determined that our NED fees were below market. As such NED
fees will be increased in FY23. The new fees, along with a fee pool increase, will be disclosed in the Notice of
Meeting.
FY22 Base Pay
FY21 Base Pay
(d) Details of remuneration
Name
David Dicker
Vladimir Mitnovetski*
Mary Stojcevski
Ian Welch
-
$600,000
$250,000
$250,000
-
$600,000
$250,000
$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 contingent on Net Profit Before Tax, but only if a
minimum margin gateway has been achieved. Non-financial objectives are also assessed in rating Executive
performance in meeting the Company’s business objectives which include costs control, revenue per head
metrics and developing new business by growing vendor and customer base..
Using profit ensures variable reward is only available when value has been created for shareholders. Incentives
vary with the Company’s capacity to pay incentives.
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 22.3%. As a
large proportion of the Executive’s remuneration package is based on net operating profit outcomes Executive
remuneration has also increased over this time, although remaining relatively flat for FY22 against prior year.
Shareholder wealth has increased at an average rate of 47.7% per annum over this 5 year period. However,
share price declined by 31.3% over the financial year, which may be attributable to a change in how investors
are valuing technology Company fundamentals. For the financial year, earnings per share remained relatively
constant whilst dividends per share increased by 44.0%
Dicker Data’s total shareholder return (TSR) was impacted in the past year by the general market downturn
and the re-rating of technology industry stock price fundamentals. Given the strength of Dicker Data’s financial
performance and high dividends we expect market performance to return to the fundamentals after the
correction has run its course.
48
49
The following table summarises net operating profit before tax and TSR over the past ten years:
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
4500%
4000%
3500%
3000%
2500%
2000%
1500%
1000%
500%
0%
R
S
T
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Net operating profit before tax
TSR (since 1 Jan 2013)
David Dicker does not participate in the profit share based incentive plan. The following table summarises
FY22 incentive pay outcomes for the KMP Executives who are eligible:
Net Profit
Margin
Threshold
Net Profit
Margin
Achieved
Net Profit
Before Tax
Profit
Share %
Profit
Share $
Name
Vladimir Mitnovetski
Mary Stojcevski
2.5%
3.4%
$104.8m
Ian Welch
4.0%
1.5%
1.5%
$4,191,992
$1,572,000
$1,572,000
As the net profit margin percentage performance gateway was achieved for FY22, each Executive received
their incentive based on Net Profit Before Tax.
The following graphs compare each Executive’s performance to Company outcomes over the last five years.
These graphs display how the performance of the current Executive Team has driven growth over the past five
years and how the Executives have been paid for their performance.
600%
500%
400%
R
S
T
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
2018
2019
2020
2021
2022
TSR (since 1 Jan 2018)
Vladimir Mitnovetski
Mary Stojcevski
Ian Welch
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-22
Dec-21
Dec-22
Dec-21
$
-
-
$
-
-
4,191,992 440,159
4,203,891 399,370
Dec-22 250,000 1,572,000 191,310
Dec-21 250,000 1,576,459 173,514
Dec-22 250,000 1,572,000 191,310
Dec-21 250,000 1,576,459 173,514
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-22
54,422
Dec-21
54,289
Dec-22
58,957
Dec-21
58,382
Dec-22
58,957
Dec-21
45,031
-
-
-
-
-
-
5,578
5,294
6,043
5,694
6,043
4,426
TOTAL
Dec-22 672,336 7,335,992 840,443
Dec-21 657,703 7,356,809 761,810
FBT
Reportable
$
Leave
$
Leave
$
$
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
36,740 16,220
32,314 10,003
421
7,051
15,877 14,143
11,284
6,120
13,778
4,234
-
-
-
-
-
-
-
-
-
-
-
-
48,445 29,391
61,969 28,380
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Proportion of
remuneration
that is
performance
based
%
% of value of
remuneration
that consists
of share
Based
Payments
%
$
-
-
-
-
4,685,111
100.00%
4,645,577
100.00%
2,020,782
85.18%
2,029,993
85.04%
2,030,714
84.77%
2,017,985
85.54%
60,000
59,583
65,000
64,076
65,000
49,456
8,926,607
8,866,671
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
* 100% of short-term incentive cash have vested
(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 (a Company incorporated in Dubai) 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
50
51
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.
Mandatory Shareholding Requirement
The Company has a policy that requires Executive KMP and NEDs to have a minimum shareholding.
Executive KMP are required to hold the equivalent to the 300% of base salary. This is expected to be met within
3 years of appointment or 3 years of the implementation of the policy. All Executives comply with the policy.
Ian Welch’s current holdings remain below 300% of base pay, but he has 2 year remaining to fully comply.
NEDs are required to hold the equivalent to the 100% of annual fees. This is expected to be met within 3 years
of appointment or 3 years of the implementation of the policy.
(f) Share-based compensation
No shares, rights, or options were granted to Directors or key management personnel during the year ended 31
December 2022, 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 2022
Ordinary Shares
David Dicker
Fiona Brown
Vladimir Mitnovetski
Mary Stojcevski
Ian Welch
Leanne Ralph
Kim Stewart-Smith
52
Balance at the
start of the year
Additions
Disposals
Balance at the
end of the year
58,010,000
55,722,836
774,004
266,264
64,528
7,210
1,500
-
30,425
62,719
41,237
3,472
3,061
3,441
114,846,342
144,355
-
-
-
-
-
-
-
-
58,010,000
55,753,261
836,723
307,501
68,000
10,271
4,941
114,990,697
Balance at the
start of the year
Additions
Disposals
Balance at the
end of the year
December 2021
Ordinary Shares
David Dicker
Fiona Brown
60,750,000
55,169,743
Vladimir Mitnovetski
951,580
Mary Stojcevski
Ian Welch
Leanne Ralph
247,606
64,528
18,803
Kim Stewart-Smith
-
-
(2,740,000)
553,093
84,032
18,658
-
3,175
1,500
-
(261,608)
-
-
(14,768)
-
58,010,000
55,722,836
774,004
266,264
64,528
7,210
1,500
117,202,260
660,458
(3,016,376)
114,846,342
This concludes the remuneration report which has been audited.
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 sales of goods and services which are
billed to Rodin Cars Ltd both in Australia and New Zealand. Total amount billed to Rodin Cars Ltd for FY22 was
$113,894.
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 which was fully repaid during the year and
balance owing as at 31st December 2022 was nil. The principal amount financed was $2,566,340.72
In addition to these transactions there were also payments made on behalf of shareholders David Dicker
and Rodin Ventures Ltd throughout the year that were subsequently reimbursed, or funds were deposited in
advance to cover these expenses. As at 31 December 2022 there was $907,302 owed by David Dicker to the
Company and $17,164,810 was owed by the Company to Rodin Ventures Ltd.
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 2001. 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.
53
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 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 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 2001.
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 2001 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 2001
is set out on page 52.
Auditor
Accounting Firm BDO Audit Pty Ltd continues in office in accordance with section 327 of the Corporations Act
2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the
Corporations Act 2001.
On behalf of the Directors
David Dicker
CEO AND CHAIRMAN
27 FEBRUARY 2023
54
STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2022
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-22
$’000
31-Dec-21
$’000
Note
3,103,666
2,479,423
553
137
52
326
-
4,710
4
3,104,408
2,484,459
5
5
60,428
88,029
(2,880,434)
(2,337,117)
(130,578)
(100,993)
(12,295)
(11,129)
(9,104)
(3,875)
(25,547)
(16,302)
(2,999,555)
(2,379,362)
104,853
105,097
6
(31,806)
(31,535)
73,047
73,047
73,562
73,562
(103)
72,944
72,944
Cents
41.80
41.80
62
73,624
73,624
Cents
42.63
42.63
32
32
55
STATEMENT OF
FINANCIAL POSITION
STATEMENT OF
CHANGES IN EQUITY
As at 31 December 2022
For the year ended 31 December 2022
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-22
$’000
31-Dec-21
$’000
Note
10
11
12
15
13
14
8
16
15
17
7
18
17
15
9
18
19
20
12,263
581,780
261,703
7,413
455,467
201,276
855,746
664,156
19,748
87,623
95,968
7,664
2,709
82,287
98,630
6,341
211,003
189,967
1,066,749
854,123
484,370
398,179
2,794
2,715
241,681
170,169
1,867
21,849
11,216
17,294
752,561
599,573
50,000
60,000
16,401
13,738
3,904
84,043
439
13,698
2,116
76,253
836,604
675,826
230,145
178,297
212,742
139,527
229
332
17,174
38,439
230,145
178,297
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
Consolidated
Balance at 1 January 2022
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 Issue (Capital Raise)
Dividends Paid
Issued
Capital
$’000
Retained
Profits
$’000
Reserves
$’000
Total
Equity
$’000
Note
139,527
38,439
332 178,297
-
-
-
73,047
-
73,047
-
(103)
(103)
73,047
(103)
72,944
19
19
21
2,987
70,228
-
-
-
-
2,987
70,228
-
(94,311)
-
(94,311)
Balance at 31 December 2022
212,742
17,174
229 230,145
The statement of changes in equity is to be read in conjunction with the attached notes.
The statement of financial position is to be read in conjunction with the attached notes.
56
57
STATEMENT OF
CASH FLOWS
NOTES TO THE
FINANCIAL STATEMENTS
For the year ended 31 December 2022
For the year ended 31 December 2022
Note
31-Dec-22
$’000
31-Dec-21
$’000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
3,302,537
2,638,571
Payments to suppliers and employees (inclusive of GST)
(3,249,242)
(2,586,494)
Interest received
4
553
326
Interest and other finance costs paid
Income tax paid
(10,272)
(3,715)
(42,438)
(28,073)
Net cash from operating activities
30
1,138
20,615
Cash flows from investing activities
Payments for property, plant and equipment
13
(11,125)
(7,077)
Proceeds from sale of property plant and equipment
Payments for intangibles
Payment for purchase of business, net of cash acquired
Net cash used in investing activities
Cash Flows From Financing Activities
Proceeds from share issue
Drawdown of borrowings
Principal paid on lease liabilities
Interest paid on lease liabilities
Payment of dividends
Net cash from financing activities
Net cash flows
Cash and cash equivalents at the beginning of the period
14
28
15
15
373
(285)
(1)
(2)
(21,267)
(63,640)
(32,304)
(70,720)
70,228
(47)
61,512
86,826
(3,543)
(2,576)
(857)
(160)
(91,324)
(56,893)
36,016
27,150
4,850
(22,955)
7,413
30,368
Cash and cash equivalents at the end of period
10
12,263
7,413
The statement of cash flows is to be read in conjunction with the attached notes.
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 2022, 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 2001, 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 2001, 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 2022 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
58
59
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.
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.
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.
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
60
61
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.
Operating Segment Information
Consolidated - December 2022
$'000
$'000
$'000
Australia
New Zealand
Eliminations/
Unallocated
Revenue*
Sale of goods
Other revenue:
Interest received
Recoveries
Other revenue
Total Revenue
EBITDA
2,553,606
550,060
338
137
599
215
-
(547)
2,554,680
549,728
118,088
9,636
Depreciation & amortisation
(7,862)
(4,433)
Interest received
Finance costs
Profit before income tax
Income tax expense
Profit after income tax expense
338
215
(8,307)
(2,822)
102,257
(31,188)
71,069
2,596
(618)
1,978
The information reported to the CODM is on at least a monthly basis.
Segment current assets
719,963
135,783
Intersegment Transactions
During the year there was no dividend paid from Dicker Data NZ Ltd to Express Data Holdings Pty Ltd (2021:
$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.
Segment non current assets
144,953
66,050
Segment Assets
Segment current liabilities
864,916
201,833
633,776
118,785
Segment non current liabilities
62,158
21,885
Segment Liabilities
695,934
140,670
*Revenue by product type and geographic location is disclosed at Note 4
TOTAL
$'000
3,103,666
553
137
52
3,104,408
127,724
(12,295)
553
(11,129)
104,853
(31,806)
73,047
855,746
211,003
1,066,749
752,561
84,043
836,604
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
62
63
Operating Segment Information
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
Segment current assets
Segment non current assets
625,334
137,683
53,293
52,284
(14,471)
664,156
-
189,967
Segment current liabilities
531,197
82,847
(14,471)
599,573
Segment non current liabilities
69,368
6,885
-
76,253
Segment Liabilities
600,565
89,732
(14,471)
675,826
*Revenue by product type and geographic location is disclosed at Note 4
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.
Year to 31 December 2022
Product Type
Infrastructure
Description
Hardware products
Virtual Services
Sales of 3rd party
warranties and services
Revenue
recognition
(PIT/OT)
Point in time
Agent/
Principal
Principal
AU
1,728,077
NZ
390,947
Consolidated
$’000
2,119,024
Point in time
Principal
145,678
13,308
158,986
Perpetual and subscription
licensing including cloud
products
Point in time
Principal
668,126
145,696
813,822
Dicker Data
Services
3rd party logistics and
configuration services
Point in time
Principal
Partner Services
Agent commission
Point in time
Agent
5,289
6,436
109
-
5,398
6,436
2,553,606
550,060
3,103,666
Segment Assets
763,017
105,577
(14,471)
854,123
Software
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
Revenue
recognition
(PIT/OT)
Point in time
Agent/
Principal
Principal
AU
1,498,821
NZ
221,083
Consolidated
$’000
1,719,904
Point in time
Principal
143,448
9,980
153,428
Point in time
Principal
499,521
95,648
595,169
Partner Services
Agent commission
Point in time
Agent
6,068
Point in time
Principal
4,762
92
-
4,854
6,068
64
2,152,620
326,803
2,479,423
65
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-22
$’000
31-Dec-21
$’000
Note
3,103,666
2,479,423
553
137
52
326
-
4,710
3,104,408
2,484,459
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 over 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
interest on ROUA
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.
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
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
Note
2,139
2,593
4,732
9
3,103
4,451
7,563
12,295
1,851
2,185
4,036
15
2,387
2,666
5,068
9,104
Interest and finance charges paid / payable
11,129
3,875
Superannuation expense
Defined contribution superannuation expense
9,578
6,816
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.
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.
66
67
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.
Dicker Data NZ Limited has now also formed a tax consolidated group in New Zealand effective for the FY22
year for New Zealand wholly owned subsidiaries.
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
33,527
32,565
Consolidated
31-Dec-22
$’000
31-Dec-21
$’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
3
33,530
(1,283)
(441)
(1,724)
31,806
(1,441)
40
118
(1,283)
86
32,651
(904)
(212)
(1,116)
31,535
188
(1,210)
118
(904)
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
(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%
31,440
31,529
Add tax effect of:
Under provision for income tax in prior year
Non-deductible expenses
Less tax effect of:
Differences in overseas tax rates
Income tax expense attributable to entity
103
475
(127)
236
32,018
31,638
(212)
31,806
(103)
31,535
The applicable weighted average effective tax rates are as follows:
30.0%
30.0%
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
1,867
11,216
196
5,490
632
1,402
526
550
4,030
460
1,408
265
(1,779)
(1,054)
960
327
237
7,664
6,341
1,441
(118)
7,664
355
6,341
6,135
(57)
263
6,341
68
69
9. Deferred Tax Liabilities
The balance comprises temporary differences attributable to:
Amounts recognised in profit or loss:
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-22
$’000
31-Dec-21
$’000
781
28
2,268
10,661
13,738
13,698
40
-
243
13
1,460
11,982
13,698
4,154
9,544
-
13,738
13,698
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.
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 $1.1m to $673k
(2021: $1.8m) in respect of impairment of receivables for the year ended 31 December 2022.
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.
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
264,621
203,073
(2,918)
(1,797)
261,703
201,276
Cash at bank
12,263
7,413
Finished Goods
Less: Provision for Impairment
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.
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:
Trade receivables
Less: Provision for impairment of receivables
Other receivables
521,976
418,063
(673)
(1,809)
521,303
416,254
60,477
39,213
581,780
455,467
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.
70
71
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.
Reconciliations of the written down values at the beginning and end of the current and previous financial
year are set out below:
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-22
$’000
31-Dec-21
$’000
18,435
18,435
59,123
(2,748)
56,375
74,810
7,661
(449)
7,212
12,157
(6,612)
5,545
312
(256)
56
12,813
87,623
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
Reconciliations of the written down values at the beginning and end of the current and previous financial year
are set out below:
Balance at 1 January 2021
18,435
53,360
2,606
Additions through business combinations
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
-
-
2,552
2,087
3,615
1,268
2,438
8
-
-
(1,380)
(471)
(2,183)
(2)
(4,036)
-
-
-
(3)
(38)
(5)
Total
$’000
78,024
1,268
7,077
-
-
6
(31)
(8)
82,287
Balance at 31 December 2021
18,435
54,532
4,219
5,095
Additions
Depreciation expense
Disposals
Effect of movements in exchange rate
-
-
-
-
3,211
3,737
4,071
(1,368)
(771)
(2,577)
-
-
(6)
33
(1,027)
(17)
106
(16)
(40)
-
11,125
(4,732)
(1,073)
16
Balance at 31 December 2022
18,435
56,375
7,212
5,545
56
87,623
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 12 years. Additional
indentifiable intangibles 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 each country.
Brand
On the basis of Exeed’s reputation and position as New Zealand’s second largest distributor, its underlying
business, relationships, capability, and experience in the New Zealand market, a value has been attributed
to the Exeed brand. This was based on an independent purchase price valuation and determined using the
income approach.
72
73
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.
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-22
$’000
31-Dec-21
$’000
58,795
57,247
51,256
51,256
(16,904)
(12,976)
2,323
(323)
1,006
(469)
309
(25)
2,323
(96)
1,006
(139)
25
(15)
Total intangible assets
95,968
98,630
Balance at 1 January 2021
17,799
7,112
-
-
22 24,933
Goodwill
$’000
Customer
Contracts
$’000
Brands
$’000
Non
Compete
$’000
Software
$’000
Total
$’000
Additions through business combinations
39,479
33,597
2,323
1,005
Additions
Amortisation expense
Disposal
-
-
-
Effect of movements in exchange rate
(28)
-
-
-
-
2
76,404
2
(2,431)
(96)
(139)
(15)
(2,681)
-
-
-
-
-
-
-
-
-
(28)
Balance at 31 December 2021
57,250
38,278
2,227
866
9 98,630
Additions through business combinations
1,567
Additions
Amortisation expense
Disposal
-
-
-
-
-
-
-
-
-
-
1,567
285
285
(3,902)
(223)
(326)
(9)
(4,460)
-
-
-
(4)
-
-
-
(54)
Effect of movements in exchange rate
(22)
(24)
(4)
Balance at 31 December 2022
58,795
34,352
2,000
536
285 95,968
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 $23.7m and $29.8m, respectively. Included in the value of goodwill for each. The
cash generating units is the goodwill acquired in the Express Data acquisition from 2014, the Exeed Group
acquisition in 2021 and Hills Security and IT Business from 2022. 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. Discount Rate: 11.31% (2021: 9.85%) for Australian CGU and 17.65% (2021: 15.28%) for New Zealand
CGU post-tax discount rate; and
b. Growth Rate: 2.5% (2021: 2.5%) for the Australian CGU and 12.5% (2021: 5.0%) for the New Zealand
CGU in year 1 and 2.5% thereafter for Australian CGU and 12.5% for the New Zealand CGU (2021: 5.0%)
per annum EBITDA growth rate.
The discount rate 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.
74
75
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 72%
to trigger impairment for the Australian CGU, and 36% 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 79% for the New Zealand CGU, with all other assumptions remaining constant.
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.
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
interest rate estimate 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 reasonably 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 14 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.
Right-of-Use Asset
Opening Balance
Additions through business combinations
Additions
Amortisation
Disposal
Effect of modification to lease terms
Variable lease payment adjustment
Effect of movements in exchange rate
Lease Liabilities
Opening Balance
Additions through business combinations
Additions
Interest Expense
Disposal
Effect of modification to lease terms
Variable lease payment adjustment
Lease payments
Foreign exchange movements
Maturity Analysis
Less than 1 year
Between 1 to 5 Years
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
2,709
2,235
19,007
(3,103)
(1,466)
-
5
361
19,748
3,154
2,235
18,114
857
(1,982)
-
5
2,276
2,176
-
(2,387)
-
660
(1)
(15)
2,709
2,757
2,334
-
160
-
660
(1)
(3,543)
(2,736)
355
19,195
(20)
3,154
2,794
16,401
19,195
2,715
439
3,154
76
77
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
Related party payables
Total trade and other payables
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
420,790
381,164
46,415
17,165
17,015
-
484,370
398,179
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.
Current
Receivables Facility
Cash Advance Facility
BNZ Facility
Total current borrowings
Non-Current
Cash Advance Facility
(a) Total current and non-current secured liabilities:
Receivables Facility
Cash Advance Facility
BNZ Facility
Total Borrowings
(b) The receivables facility is secured by a fixed charge over all of the
Australian trade receivables and cash advance facility is secured by a
General Security Agreement over the assets of the Company.
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
185,000
140,000
10,000
46,681
10,000
20,169
241,681
170,169
50,000
60,000
185,000
140,000
60,000
46,681
70,000
20,169
291,681
230,169
(c) Receivables Facility limit*
220,000
180,000
Westpac Receivables Facility
The Company operates a Westpac Receivables facility to fund working capital requirements. The Westpac
receivables facility was renewed in February 2022 for a further period of 2 years with a review date of May
2024. The limit on this facility is $220m increasing from $180m, and is supported by the balance of Australian
trade receivables. The renewal of this facility in February provides for the ongoing funding for the working
capital investments required by the business. The facility was drawn to $185m as at end of December 2022.
Westpac Cash Advance Facility
A cash advance facility for $70m was entered into with Westpac in August 2021 to fund the acquisition of the
Exeed group and corresponding transaction costs. The facility is for 3 years and includes annual amortisation
amount of $10m per annum. With the repayment of $10m of this facility in FY22 the balance as at 31
December 2022 was $60m.
Bank of New Zealand Facility
In June 2022 Dicker Data NZ Ltd entered into a new cash advance facility with Bank of New Zealand (BNZ).
This facility replaced the Exeed Ltd invoice finance and cash advance facilities assumed on the acquisition
of Exeed Ltd. The new cash advance facility has a limit of $50m NZD and was fully drawn in June 2022. The
facility also includes a stand-by letter of credit facility for approximately $21.1m NZD to support supplier
trade credit arrangements. This facility supports the ongoing growth and working capital requirements of our
growing New Zealand business.
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.
Current
Employee Benefits
Lease make-good provision
Non Current
Employee Benefits
Lease make-good provision
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
21,849
17,050
-
244
21,849
17,294
2,650
1,254
3,904
2,116
-
2,116
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
78
79
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:
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
Employee benefits obligation expected to be settled after 12 months
9,664
7,643
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.
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
180,091,527
212,742 172,884,664
139,527
31-Dec-22
Shares
31-Dec-22
$’000
31-Dec-21
Shares
31-Dec-21
$’000
Movements in ordinary share capital
Details
Opening Balance
Date
Issue Price No of Shares
1-Jan-20
172,134,046
Late expensing of invoice for Jun20 Capital Raising & SPP
1-Mar-21
1-Jun-21
1-Sep-21
1-Dec-21
$11.826 56,235
$9.450 589,554
$14.356 53,628
$14.938 51,201
31-Dec-21
172,884,664
139,527
$’000
131,790
(47)
668
5,570
779
767
Issue of shares DRP
Issue of shares DRP
Issue of shares DRP
Issue of shares DRP
Balance
80
Details
Issue of shares DRP
Issue of shares DRP
Issue of shares DRP
Date
Issue Price No of Shares
$’000
01-Mar-22
$13.814
69,874
01-Jun-22
01-Sep-22
$12.525
53,263
$11.520
58,217
Issue of shares - Capital Raising
30-Sep-22
$10.300
4,854,369
Issue of shares - Share Purchase Plan (SPP)
30-Sep-22
$10.300 2,103,724
Issue of shares DRP
Balance
01-Dec-22
$10.190 67,416
31-Dec-22
180,091,527
212,742
965
666
670
48,734
21,494
686
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.
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 2021 Annual Report.
20. Reserves
Capital Profits Reserve (Pre-CGT)
Foreign currency reserve
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
369
(140)
229
369
(37)
332
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
332
(103)
229
270
62
332
81
21. Dividends
Dividends declared or paid during the financial year
94,311
64,676
Type
Final
FY
Payment
Date
2021
01-Mar-22
Interim
2022
01-Jun-22
Interim
2022
01-Sep-22
Interim
2022
01-Dec-22
Dividend
per share
(in cents)
15.00
13.00
13.00
13.00
Amount
(in 000’s)
FY
Payment
Date
Dividend
per share
(in cents)
Amount
(in 000’s)
25,933
2020
01-Mar-21
10.50
18,074
22,484
2021
01-Jun-21
22,491
2021
01-Sep-21
23,403
2021
01-Dec-21
9.00
9.00
9.00
15,497
15,550
15,555
54.00
94,311
37.50
64,676
The tax rate that dividends have been franked is 30% (2021: 30%)
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
Franking credit balance:
Franking credits available for subsequent financial years
based on a tax rate of 30% (2021: 30%)
9,451
13,360
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 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.
82
83
Financial Assets and Liabilities
Financial Assets
Cash and cash equivalents
Loans and receivables
Total Financial Assets
Financial Liabilities
Trade and other payables
Borrowings
Lease Liabilities
Total Financial Liabilities
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
12,263
7,413
581,780
455,467
594,043
462,880
484,370
291,681
3,706
398,179
230,169
3,154
779,757
631,502
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.
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.
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
Total contractual outflows
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
484,370
398,179
-
-
-
-
-
-
484,370
398,179
236,681
170,169
5,000
50,000
-
-
60,000
-
291,681
230,169
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 17.
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.
84
85
Interest Rate Risk
Floating rate instruments:
Receivables Facility
Cash Advance Facility
BNZ Facility
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
185,000
140,000
60,000
46,681
70,000
20,169
291,681
230,169
Due to the current interest rate environment the Company has not entered into any interest rate swap at any
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 $2.0m lower/higher (2021: $1.7m lower/higher) as a result of higher/lower interest
payments. The Company constantly analyses its interest rate exposure. Within this analysis consideration is
given to alternative financing and the mix of fixed and variable interest rates.
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.
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.
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-22
$’000
31-Dec-21
$’000
31-Dec-22
$’000
31-Dec-21
$’000
31-Dec-22
$’000
31-Dec-21
$’000
31-Dec-22
$’000
31-Dec-21
$’000
Buy US dollars
Maturity:
0 - 3 months
48,150
20,805
0.7199
0.7233
4,078
3,140
0.5811
0.6873
3 - 6 months
Buy AU dollars
Maturity:
0 - 3 months
3 - 6 months
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,720
1,339
0.9362
0.9508
-
-
-
-
86
The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial
liabilities at the reporting date was as follows:
Cash at bank
Trade receivables
Trade payables
Net statement of financial position exposure
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
425
14,324
3,581
66,423
(32,891)
(61,334)
(18,142)
8,670
Based on the financial instruments held at 31 December 2022, a strengthening/weakening of AU$ 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
-
(3,279)
-
3,279
907
(433)
(907)
433
24. Key Management Personnel Compensation
Short-term benefits
Long-term benefits
Post employment benefits
Total compensation
25. Remuneration of Auditors
Consolidated
31-Dec-22
31-Dec-21
8,056,773
8,076,481
29,391
28,380
840,443
761,810
8,926,607
8,866,671
Consolidated
31-Dec-22
31-Dec-21
Audit services - BDO
Auditing or reviewing the financial report
393,000
336,000
Other services - BDO
Indirect Tax Services
Tax and Corporate Services
Other services - Other BDO Network Firms
Indirect Tax Services
Tax and Corporate Services
129,000
99,000
398,000
353,000
527,000
452,000
-
47,000
47,000
-
9,000
9,000
87
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
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
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
-
20,000
9,523
-
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
70,691
70,691
66,731
66,731
737,374
891,948
631,434
689,271
574,371
720,108
562,845
567,026
212,742
139,527
369
369
(10,434)
13,186
202,677
153,082
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 Dicker Data NZ Ltd, Exeed Australia Limited Partnership in favour of Bank of New
Zealand. No deficiencies of assets exist in any of these subsidiaries.
Capital Commitments
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.
28. Business Combinations
Acquisitions
On 2 May 2022 the Company announced the completion of the acquisition of the Hills (ASX: HIL) Security
and IT (SIT) division, providing access to a new market segment in access control and surveillance, tapping
into the physical security market. The purchase price, based on a premium to the net assets was estimated
at $19.4m, with a final adjustment for net assets acquired settled on 20 June 2022 resulting in additional
payment of $1.9m bringing the final purchase price to $21.3m. From this date, Dicker Data transitioned more
than 110 of the Hills team members and novated over 50 vendor contracts.
Following the Company’s acquisition, the Hills SIT division is now recognised as Dicker Access and
Surveillance, or DAS. The full year revenue contribution from the newly created DAS business accounted
for $73m. Had the business been acquired for the full reporting period, assuming the average revenue
contribution for the eight months of trading, the annual revenue contribution from this acquisition for the
reporting period would be estimated at $110m. It is impracticable to disclose the profit and loss impact for
the whole of the reporting period whilst the business is being integrated, due to the division acquired being an
integrated business of Hills Limited and historical information on a stand-alone basis relating to the division
being unavailable.
Details of the net assets acquired, goodwill and purchase consideration are as follows:
Prepayments
Inventory
Provision for Inventory
Property Plant and Equipment
Right of use asset
Lease Liability
Sundry Creditors
Employee Provisions
Other Provisions
Net identifiable assets and liabilities
Goodwill
Net Assets Acquired
Purchase Consideration Comprises:
Cash Paid
Fair Value Total
$’000
2,858
20,764
(2,202)
614
2,235
(2,235)
(79)
(1,473)
(782)
19,700
1,567
21,267
21,267
88
89
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:
32. Earnings Per Share
Express Data Holdings Pty Ltd
Dicker Data Financial Services Pty Ltd
Dicker Data GP Pty Ltd
Dicker Data New Zealand Ltd
Exeed Ltd
Dicker Data Financial Services NZ Ltd
(newly incorporated in the financial year)
Principal
place of business
/ country of
incorporation
Australia
Australia
Australia
New Zealand
New Zealand
New Zealand
Ownership
Interest
Ownership
Interest
2022
%
100%
100%
100%
100%
100%
100%
2021
%
100%
100%
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-22
$’000
31-Dec-21
$’000
73,047
73,562
4,732
4,460
3,103
-
256
4,036
2,681
2,387
31
-
(39,696)
(72,947)
(124,489)
(90,925)
(1,323)
40
86,725
3,632
(9,349)
1,138
(206)
(912)
97,651
716
4,541
20,615
31. Non-Cash Investing and Financing Activities
Shares issued under dividend reinvestments plan (DRP)
2,987
7,737
Consolidated
31-Dec-22
$’000
31-Dec-21
$’000
73,047
73,562
Profit after income tax
Profit after income tax attributable to the owners of Dicker Data Limited
Weighted average number of shares used as denominator
Number
Number
Weighted average number of ordinary shares used as the
174,762,827 172,553,523
denominator in calculating basic earnings per share
Weighted average number of ordinary shares and options
174,762,827 172,553,523
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
41.80
41.80
Cents
42.63
42.63
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 sales of goods and services which are
billed to Rodin Cars Ltd both in Australia and New Zealand. Total amount billed to Rodin Cars Ltd for FY22 was
$113,894.
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 which was fully repaid during the year and
balance owing as at 31st December 2022 was nil. The principal amount financed was $2,566,340.72.
In addition to these transactions there were also payments made on behalf of shareholders David Dicker
and Rodin Ventures Ltd throughout the year that were subsequently reimbursed, or funds were deposited in
advance to cover these expenses. As at 31 December 2022 there was $907,302 owed by David Dicker to the
Company and $17,164,810 was owed by the Company to Rodin Ventures Ltd.
34. Subsequent Events
Acquisition of Connect Security Products Ltd in NZ
On 9th February 2023 the Company entered into a binding Sale and Purchase Agreement (SPA) to acquire the
business of Connect Security Products Limited (CSP), New Zealand’s leading distributor of access control,
surveillance and fire products. CSP represents a highly strategic acquisition and a valuable addition to Dicker
Access and Surveillance (DAS) platform as it will accelerate the launch of the DAS business in the New
90
91
Zealand market with key brands Bosch, Sony, Assa Abloy, HID, Motorola and more.
The combination of Dicker Data and CSP is expected to deliver compelling growth opportunities for both
businesses through the combined Trans-Tasman network and expanded capabilities. Similar to DAS in
Australia, CSP will run in parallel to Dicker Data’s existing New Zealand operation and will leverage shared
services such as finance, warehousing, logistics and marketing, with the product and sales functions
operating independently. CSP’s majority shareholder and Founder, Jason Mackie, will continue leading the
business post-acquisition, including managing a team of 10 Auckland-based staff, 2 Christchurch-based staff
and 2 Wellington-based staff, in addition to the three branch locations located throughout New Zealand. For its
Financial Year ending 31 March 2023, CSP is on track to generate revenue in excess of NZD $8.0m and deliver
normalised EBITDA of approximately NZD $780,000.
The acquisition is a net asset purchase and the purchase price of NZD$5.0m is comprised of $3.5m for
goodwill with balance for net business assets of $1.5m being predominantly for inventory. The SPA is subject
to the satisfaction of a number of conditions, however the transaction is expected to complete by 1st March
2023.
Dicker Data is constantly examining adjacent sectors to identify the next opportunity for growth and market
share. This addition to Dicker Data’s portfolio is in line with the Company’s commitment to offer its partners
access to a complete security solution from a range of market leading vendors. Convergence of physical
and digital security is a natural progression to protecting the entire business value chain to ensure a stronger
security posture.
Extension of Bank of New Zealand Facility
The $50m NZD facility established with Bank of New Zealand in June 2022, was further increased by $8m
NZD in January 2023 to provide further funding flexibility.
There were no other significant matters subsequent to the end of the financial year.
DIRECTORS’
DECLARATION
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
2022 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, 27 February 2023
92
93
AUDITOR’S DECLARATION
OF INDEPENDENCE
INDEPENDENT
AUDITOR’S REPORT
For the year ended 31 December 2022
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
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 2022, 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.
BDO Audit Pty Ltd
Tim Aman
Director
Sydney, 27 February 2023
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
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 2022, 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 2022 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
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.
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95
INDEPENDENT
AUDITOR’S REPORT
INDEPENDENT
AUDITOR’S REPORT
For the year ended 31 December 2022
For the year ended 31 December 2022
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.
Accounting for the acquisition of Hills Ltd’ Security and IT (SIT) division
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 28 of the financial
To determine whether these acquisitions where appropriately
report, the Group acquired the Hills Limited
accounted for and disclosed within the financial statements, we
(ASX: HIL) Security and IT (SIT) division.
performed, amongst others, the following audit procedures:
The Group treated the transaction as a
business combination in accordance with
AASB 3 Business Combinations.
Accounting for this transaction is complex
and requires a number of estimates and
judgements to be made by management in
order to determine the appropriate
accounting treatment. The estimates and
judgements include whether the acquisition
should be classed as a business combination
or asset acquisition; and estimating the fair
value of net assets acquired.
Due to these factors and the overall
significance of the acquisitions to the group,
we consider this area to be a key audit
matter.
Other information
•
•
•
•
•
Reviewed share sale agreement to understand the key
terms and conditions of the acquisition;
Reviewed Management’s assessment of the acquisition
and ensured it falls within the definition of AASB 3;
Ensured that the resulting business combination has
been accounted for and appropriately disclosed in
accordance with AASB 3 as well as other applicable
accounting standards;
Assessed the fair value purchase price allocation of
assets and liabilities including reviewing managements
discounted cash flow forecast which includes auditing
of the opening balances and where possible placing
reliance on managements expert for the fair value of
assets and liabilities; and
Ensured adequate disclosure of the business
combination is reflected in the financial statements.
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 2022 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.
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 43 to 53 of the directors’ report for the
year ended 31 December 2022.
In our opinion, the Remuneration Report of Dicker Data Limited, for the year ended 31 December 2022,
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, 27 February 2023
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97
2
3
SHAREHOLDER
INFORMATION
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 2023.
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
47
752
960
4,059
8,302
14,120
143,708,176
16,432,788
7,149,480
9,752,334
3,048,749
180,091,527
79.80
9.12
3.97
5.42
1.69
100.0
Unquoted Options
The Company had no unquoted options on issue as at 3 February 2023.
Less than marketable parcels of ordinary shares
There were 571 holders of less than a marketable parcel of ordinary shares. The number of shares in
aggregate of these unmarketable parcels is 12,012.
Substantial Holders
The names of the Substantial Shareholders listed in the Company’s Register as at 3 February 2023:
Twenty largest holders of quoted equity securities
Size Of Holding
Rodin Ventures Ltd
Ms Fiona Tudor Brown
BTR No 2 Pty Ltd
Mr David John Dicker
HSBC Custody Nominees (Australia) Ltd
J P Morgan Nominees Australia Pty Ltd
Fiona Brown
Citicorp Nominees Pty Ltd
BTR Investments No 1 Pty Ltd
National Nominees Ltd
Jeremy and Lynette King Superannuation Pty Ltd
Certane Ct Pty Ltd
Mr Vladimir Mitnovetski
Sandhurst Trustees Ltd
BNP PARIBAS NOMS PTY LTD
Certane CT Pty Ltd
Mr Hoang Luong Trinh
Diales Pty Ltd
BNP Paribas Nominees Pty Ltd
Broadgate Investments Pty Ltd
Total
Balance of register
GRAND TOTAL
Number of
Shareholders
% of Issued
Capital
48,000,000
25,702,069
21,800,000
10,000,000
7,989,204
5,522,422
5,109,572
4,641,511
2,988,598
2,083,795
1,220,000
844,520
767,912
594,413
521,548
446,068
300,000
300,000
297,750
260,128
26.65
14.27
12.10
5.55
4.44
3.07
2.84
2.58
1.66
1.16
0.68
0.47
0.43
0.33
0.29
0.25
0.17
0.17
0.17
0.14
139,632,020
40,459,507
180,091,527
77.53
22.47
100.00
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.
Size Of Holding
Mr David John Dicker
Ms Fiona Tudor Brown
Number of
Shares
58,000,000
55,753,261
% of Issued
Capital
32.21%
30.96%
On-Market Buy-Backs
There is no current on-market buy-back in relation to the Company’s securities.
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99
Dicker Data is the largest locally
Dicker Data is the largest locally
owned and operated ICT
owned and operated ICT
distributor in Australia and
distributor in Australia and
New Zealand.
New Zealand.
Dicker Data’s mission
Dicker Data’s mission
is to inspire, educate and
is to inspire, educate and
enable ICT resellers to
enable ICT resellers to
achieve their full potential
achieve their full potential
through the delivery of
through the delivery of
unparalleled service,
unparalleled service,
technology and
technology and
logistics.
logistics.
Dicker Data Limited
ABN 95 000 969 362
Registered Office:
238 Captain Cook Drive
Kurnell NSW 2231
1800 688 586
investors@dickerdata.com.au
www.dickerdata.com.au