Results for Announcement to the Market
GTN Limited
ABN 38 606 841 801
Year ended 30 June 2021
(Previous corresponding period:
Year ended 30 June 2020)
$’000
Revenue from ordinary activities
10.9%
to
143,341
Profit (loss) from ordinary activities after
tax attributable to members
down
down
127.9%
to
(89)
Net profit (loss) for the period attributable
to members
down
127.9%
to
(89)
Dividends/distributions
Amount per security
Franked amount per
security
Final dividend
Interim dividend
NTA Backing
N/A
N/A
N/A
N/A
Net tangible asset backing per ordinary share
Net tangible assets consist of net assets less goodwill and intangible assets without any adjustment
for deferred tax liabilities related to purchased intangible assets.
2021
$0.39
2020
$0.36
GTN Limited
ABN 38 606 841 801
Annual Report 2021
CONTENTS
Item
Chairman and CEO’s Letter
About GTN
Corporate Governance
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Consolidated Financial Report
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
Page
1
3
6
7
22
36
37
43
86
87
90
93
CHAIRMAN AND CHIEF EXECUTIVE OFFICER’S LETTER
Dear Shareholders,
On behalf of the Board of Directors, we are pleased to present GTN Limited’s (“GTN” or the
“Company” and its subsidiaries (the “Group”)) annual report for fiscal year ended 30 June
2021.
While the COVID-19 pandemic continues to have a negative impact on our financial results,
overall business has improved significantly compared to the onset of the pandemic. The fourth
quarter of fiscal 2020 revenue was down 57% compared to the previous year, resulting in $9.2
million of negative Adjusted EBITDA and the Group generated negative Adjusted EBITDA for the
first quarter of fiscal 2021 as well. Since then, the Group’s performance improved significantly
which resulted in $14.0 million of Adjusted EBITDA for fiscal 2021, compared to $14.2 million for
fiscal 2020. This is despite a long-term shutdown of the Toronto market, UK shutdown orders,
the lockdown of the Melbourne market earlier in the fiscal year as well as the devasting impact
the virus is having on Brazil. To be able to post the results we did despite the business climate
renews our optimism for what the Group can achieve once the world returns to close to the pre-
COVID-19 pandemic norm.
GTN reported annual net revenues of $143.3 million which was down 11% when compared with
the previous year. Adjusted EBITDA only decreased 2% to $14.0 million for the fiscal year, due
to a $17.5 million (11%) reduction in operating expenses. By carefully managing expenses, we
were able to mitigate almost all of the negative impact of the reduced revenue for the fiscal year.
Our strategy to deal with the current difficult environment and put the Company in a position to
take advantage of expected stronger markets in the future is to protect our two most valuable
assets, radio and television network contracts and our seasoned sales and management teams.
In addition, we have put in place measures to reduce or eliminate expenses where possible. In
certain instances, we have had to make tough decisions, such as the termination of our Nine
Radio affiliation agreements effective July 2020. These cost cuts, combined with our strong
balance sheet, enables our business to be resilient during this downturn.
The Company continues to receive strong support from its lender, which is very important during
periods of uncertainty. In December 2020, the Group and its lender agreed to modify certain
covenants and other terms of its debt facility. The purpose of these modifications was to allow
the Group to remain in compliance with the terms of the debt facility given the impact of the
COVID-19 pandemic on its trailing 12-month financial results. The Group was in compliance
with all its financial covenants for fiscal 2021 and continues to be so. As a condition of this relief,
the Company agreed to restrict distributions (including the elimination of dividends and share
buy-backs) and other “tightening” of the terms of the debt facility agreement for the period of the
modification. These modifications remain in place until 31 December 2021. The Company was
willing to forgo dividends and share buybacks at this time because it is consistent with our desire
to both conserve cash and reduce outstanding debt.
At 30 June 2021, our cash balance was $49.4 million and our net debt (including lease liabilities
recognized under AASB 16) was only $3.8 million. Our total gearing ratio of net debt to Adjusted
EBITDA was 0.27x as of 30 June 2021. In addition, we were able to paydown $10 million of our
bank facility in fiscal 2021 and expect to make further reductions to the outstanding balance in
fiscal 2022. We are confident that we have ample liquidity, even if the recovery continues to be
slow and the impact of the COVID-19 pandemic extends for longer than anticipated.
We would not have been able to continue to operate our business without the outstanding efforts
of our operations and IT employees around the globe. Once it became clear that the COVID-19
pandemic would make it impossible to continue to work from our traditional offices, they made
the transition to working remotely from home seamless. We would like to commend all of
employees for their extraordinary efforts in these trying times.
1
We look forward to the challenges of FY22 and are cautiously optimistic that the business
environment in our markets will be more robust than FY21. We have maintained a strong
balance sheet and we have retained our excellent management team. These factors position us
favourably to capitalize on the expected advertising recovery.
William L. Yde III
Managing Director and Chief Executive Officer
Peter Tonagh
Chairman
2
About GTN
Overview of GTN
GTN provides a broad reach advertising platform that enables advertisers to reach large
audiences frequently and effectively. GTN is one of the largest broadcast media advertising
platforms by audience reach in Australia, Canada, the United Kingdom and Brazil.
GTN is the largest supplier of traffic information reports to radio stations in its operating
geographies. In exchange for providing these and other reports and cash compensation in most
instances, GTN receives commercial advertising spots adjacent to traffic, news and information
reports from its large network of radio and television stations (“Affiliates”). The spots are
bundled together by GTN and sold to advertisers on a national, regional or specific market basis.
GTN’s advertising platform provides advertisers with high impact campaigns because
advertisements are ideally placed during peak audience times and are aired frequently across
large audiences. GTN’s advertisements are short in duration, adjacent to engaging information
reports and are often read live on the air by well-known radio and television personalities. This
product is designed to create high audience engagement and high recall among listeners,
leading to a high return on investment for advertisers.
This has enabled GTN to establish longstanding relationships with large, national advertisers,
resulting in strong growth in revenue since GTN’s inception.
GTN has successfully established itself within its Affiliates’ operations by providing them with
quality, timely and important information. In most cases, GTN also provides cash compensation
to Affiliates in exchange for advertising spots, which, in many cases, allows Affiliates to convert
an important programming segment from a cost centre to a profit centre. This stable income
stream can constitute a material portion of the Affiliates’ overall profits, further solidifying GTN’s
position within their operations.
GTN currently operates in Australia, Canada, the United Kingdom and Brazil, four of the 10
largest advertising markets in the world. GTN began operations in Australia in 1997 and has
selectively and successfully expanded into other attractive markets.
In FY2021, 95% of GTN’s Revenues were generated through the sale of radio advertising spots
and 5% were generated through the sale of television advertising spots.
Overview of GTN’s divisions
Country
Australia
Canada
United
Kingdom
Brazil
Population
(millions)
(years)
25.8
24
38.1
16
68.3
214.0
12
10
GTN years of
operation
FY 2021
revenue (1)
% of FY 2021
revenue (1)
GTN
audience
(millions)
68.5
24.2
44.4
6.2
(%)
48%
17%
31%
4%
(#)
10.8m
radio (2)
15.3m
radio
28.6m
radio
26.3m
radio
5.6 m TV
12.2m TV
3
Number of
affiliates
FY 2021
spots
inventory
(#)
142 radio
117 radio
222 radio
93 radio
13 TV
6 TV
(‘000’s)
954
688
19,755(3)
453
(1) Amounts may not add due to rounding
(2) Includes 823 thousand listeners in regional markets rated by GfK.
Excludes listeners in markets not rated by GfK. The population of the
markets not rated by GfK but serviced by ATN is approximately 8 million
persons.
(3) The UK market measures inventory and units sold based on impacts
instead of spots. An impact is a thousand listener impressions.
Operating model
GTN provides an advertising platform designed to enable advertisers, generally large national
advertisers, to reach high-value demographics cost effectively. The advertising spots GTN offers
are adjacent to information reports that listeners are typically highly engaged with, as this
content is “of use” to the consumer, such as traffic and news. The advertising spots are generally
10 seconds long and read live by well-known on-air personalities. GTN obtains radio spots that
are primarily aired during peak listenership hours (i.e. during morning and afternoon commutes).
The placement and format of GTN’s advertising spots are designed to maximise efficacy,
enhance recall and minimise switching during advertisements.
Advertisers purchase a schedule of radio spots on a national, regional or specific market basis.
The schedule includes spots on all radio Affiliates in the relevant market. Spots sold in
advertising packages are allocated on a percentage-based rotation such that each advertiser
receives a pro rata share of advertising spots on each Affiliate throughout the relevant markets.
GTN does not sell spots on individual radio Affiliates.
In order to provide this advertising platform, GTN must appeal to the radio and television stations
that provide the advertising spots GTN sells to advertisers. GTN accomplishes this by providing
Affiliates with information reports at no charge, and in most cases, provides cash compensation
to the Affiliates in exchange for advertising spots. This allows Affiliates, in many cases, to turn an
important programming segment from a cost centre into a profit centre. Affiliate contracts are
typically multi-year, generally cover all of an Affiliate’s stations across the relevant market and
provide a fixed number of spots over the life of the agreement.
By focusing on traffic reports, GTN believes it provides a better product to its Affiliates than the
stations could create on their own. GTN collates information for its traffic reports from a range of
sources including aircraft, access to government traffic centres, third party providers, radio
scanners and station listener lines, to provide up-to-the-minute information to Affiliates.
4
GTN value proposition
Revenue model
GTN primarily generates revenue by selling schedules of advertising spots to advertisers. The
majority of GTN’s advertising revenue is placed through advertising agencies who have been
engaged by advertisers. In these situations, GTN attempts to maintain a relationship with the
advertisers directly to assist with the sale process. GTN also sells some spots directly to
advertisers.
Each of GTN’s operating geographies has generally been able to grow its spots inventory each
year. Inventory is grown either through expanding the Affiliate network (in existing or new
markets) or growing the number of spots under contract with existing Affiliates. During the past
fiscal year Australia’s spots inventory decreased due to the termination of the Nine Radio
affiliation agreements in July 2020. The termination of the Nine Radio affiliation agreements
resulted in considerable expense savings to the Group.
GTN can accommodate orders from advertisers with short lead times, providing advertisers the
flexibility to conduct timely and relevant campaigns. Advertisers book a significant portion of
orders not more than four weeks in advance. This short forward sales pipeline is typical for the
radio business.
Value proposition to advertisers
GTN provides a different value proposition to advertisers in comparison with traditional
advertising models as summarised below. This has enabled GTN to build a loyal customer base,
comprised primarily of large advertisers.
• Audience reach: GTN operates one of the largest broadcast media advertising platforms by
audience reach in Australia, Canada, the United Kingdom and Brazil. This enables
advertisers to communicate with a large number and broad demographic of potential
consumers.
• High frequency: GTN’s advertisements are heard frequently throughout the day on every
Affiliate in the purchased market or region, enabling advertisers to communicate their
message repeatedly. This format is designed to maximise efficacy, enhance recall and
minimise switching during advertisements.
• High engagement: GTN’s advertising spots are adjacent to information reports that have
been found to be useful and engaging for listeners. In 2015, GTN commissioned a research
study conducted by Neuro Insight which measured brain activity and demonstrated that traffic
update content was the most engaging content for listeners.
•
Ideal placement: A large proportion of GTN advertising spots are aired during morning and
afternoon commute periods, which generally have the largest audience.
5
• High recall: GTN’s advertisements are designed to provide high recall rates by being short in
duration (10 seconds), adjacent to information reports and standalone to other
advertisements.
• Audience consistency: Advertisers using GTN’s platform are less exposed to ratings
swings of individual radio affiliate stations since GTN’s customers receive spots on multiple
radio station Affiliates.
• Audience coverage: GTN sells spots on a national, regional or specific market basis. This
allows the product to be relevant for both nationally and regionally focused advertisers.
Value proposition to broadcasters
GTN provides a strong value proposition to broadcasters as summarised below. This has
allowed GTN to develop longstanding relationships with Affiliates and consistently grow its
network of Affiliates. GTN seeks to provide Affiliates with:
Tailored content: GTN customizes the information reports that it provides to Affiliates by
providing pertinent and geographically relevant information that meets the content and style
requirements of each Affiliate. This helps to ensure that the reports appeal to each Affiliate’s
target audience;
Quality product: GTN commits substantial resources to its information gathering and
dissemination capabilities, including considerable training of its reporters and producers.
Consequently, Affiliates receive more substantive and higher quality reports than they would
likely be able to cost effectively produce themselves;
Cost efficiencies: Affiliates utilise GTN’s reports instead of having to procure this
information on their own, which could require significant capital outlay in order to acquire
aircraft and other information gathering infrastructure. This allows Affiliates to eliminate the
non-core operating costs associated with real time content development, which is
particularly helpful to Affiliates that are not large enough to cost effectively produce traffic
reports on their own;
Contractual earnings: GTN provides station compensation to most Affiliates in the form of
cash payments. These station compensation payments represent stable recurring cash
flows for these Affiliates and, in some instances, form a material part of that Affiliate’s overall
profits; and
Revenue opportunity: Affiliates are permitted to sell sponsorships at the opening of an
information report (i.e. “this report is brought to you by”), providing them with a revenue
source without a cost base.
By addressing multiple needs of our radio and television station Affiliates and providing our
advertising customers with a highly effective advertising vehicle, we are able to meet the needs
of both constituencies and continue to grow our business.
Corporate Governance
The Corporate Governance Statement outlining GTN Limited’s corporate governance framework
and practices in the form of a report against the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations, 4th Edition, is available on the GTN Limited
website at http://www.gtnetwork.com.au/home/?page=corporate-governance in accordance with
ASX listing rule 4.10.3. The Directors approved the 2021 Corporate Governance Statement on
26 August 2021.
6
Directors’ Report
The Directors present their report together with the consolidated financial statements of GTN
Limited and its Controlled Entities (“Group”), for the year ended 30 June 2021 and the auditor’s
report thereon.
Directors and Company Secretaries
The following persons were directors of GTN Limited during the whole of the financial year and
up to the date of this report unless otherwise stated:
Peter Tonagh
(Appointed 1 September
2020)
Independent Non-
Executive Chairman
Chairman of the Nomination
and Remuneration Committee
William Yde III (“Bill”)
Managing Director and
Chief Executive Officer
Peter has a background as a C-suite executive in large Australian media
companies, including as CEO of Foxtel and News Corp Australia, interim-CEO of
REA Group and Chairman of MCN.
Peter was formerly a partner at The Boston Consulting Group where he led the
Asia Pacific Organisation Practice and worked across media, consumer and
financial services businesses. Peter is currently a member of the board of
Australian Broadcasting Corporation (ABC) and previously was the lead
independent director of Village Roadshow and chairman of Quantium.
Peter has a Bachelor of Commerce from the University of New South Wales and
a Masters of Business Administration from INSEAD, Europe’s leading business
school. In 2012 he was named AFR’s CFO of the Year.
Bill Yde has over 40 years of experience in the radio and media industry.
Bill co-founded The Australia Traffic Network (“ATN”) in 1997, later co-founding
Global Traffic Network, Inc. and has served as Chief Executive Officer and
President since its inception in 2005.
Prior to forming ATN, Bill founded Wisconsin Information Systems, Inc. (trading
as the Milwaukee Traffic Network) in 1994 and expanded its operations to create
traffic networks in Milwaukee, Oklahoma City, Omaha and Albuquerque before
the business was sold to Metro Networks, Inc. (now part of iHeartMedia, Inc.).
Bill had previously owned and operated radio and television stations in major
markets in the United States.
Bill holds a Bachelor of Arts degree in Accounting from Indiana University and is
a Certified Public Accountant.
7
Robert Loewenthal
Independent Non-
Executive Director
Robert Loewenthal has over 10 years of experience in the radio industry.
He currently operates a private corporate advisory and consulting business, Free
Trade Hall, and is the founder of the Whooshkaa Podcasting Platform.
Member of the Audit and
Risk Committee and Nomination
and Remuneration Committee
Robert formerly held the role of Managing Director of Macquarie Radio Network,
where he had previously acted as Chief Operating Officer and company
secretary.
Robert is a Chartered Accountant and holds a Bachelor of Commerce degree
from The University of Sydney.
David Ryan AO
Independent Non-
Executive Director
Chairman of the Audit and
Risk Committee
Member of the Nomination and
Remuneration Committee
Corinna Keller
Independent Non-
Executive Director
Member of the Audit and
Risk Committee and Nomination
and Remuneration Committee
David Ryan AO has over 40 years of experience in commercial banking,
investment banking and operational business management.
David is also currently Chairman of Visit Sunshine Coast Limited (formerly
Sunshine Coast Destination Limited), a director of First American Title Insurance
Company of Australia Pty Ltd, a director of First Mortgage Services Pty Ltd, a
director of Sunshine Coast Airport Pty Limited and Board member of the
Sunshine Coast Events Board.
David has previously held positions as a non-executive director of GetSwift
Limited from April 2018 to April 2019, a non-executive director of Lendlease
Corporation Limited from December 2004 until his retirement in November 2017,
non-executive director of Aston Resources from 2011 until its merger with
Whitehaven Coal and as non-executive chairman of Transurban Holdings
(appointed director in 2003, chairman in 2007, and retired in 2010).
David holds a Bachelor of Business from the University of Technology, Sydney
and is a Fellow of Australian Institute of Company Directors and of CPA
Australia.
Corinna Keller is Vice President of Advertising Sales for the Americas for CNN
International Commercial (a WarnerMedia company), which she joined in
2016. Corinna oversees the pan-regional ad sales business for CNN
International, CNN en Español, CNN.com/international and CNNEspañol.com for
Latin America and clients based in the U.S. and Canada who want to target
international viewers.
From 1999 to 2015, Corinna was with Viacom in various roles, her last as Vice
President, International Marketing Partnerships and Pan-regional Ad Sales,
running the pan-regional advertising business for Nickelodeon, MTV, Comedy
Central, Paramount Channel and VH1, and a diverse digital portfolio. She held a
number of senior positions with Viacom in both the U.S. and Mexico and
managed client relationships with Fortune 500 companies across the U.S., Latin
America, Europe and Asia.
Prior to Viacom, Corinna was in the pay television industry at Turner
Broadcasting, where she assisted in distribution for the newly launched CNN en
Español.
Corinna holds a BAS from Kalamazoo College and speaks English, Spanish,
German and Portuguese.
8
Anna Sandham
Joint Company Secretary
Anna Sandham is a Chartered Company Secretary employed by Company
Matters Pty Limited. Anna is an experienced company secretary and
governance professional with over 20 years’ experience in various large and
small, public and private, listed and unlisted companies.
Anna has previously worked for companies including AMP Financial Services,
Westpac Banking Corporation, BT Financial Group and NRMA Limited.
Anna is a Fellow of the Governance Institute of Australia, in addition to being a
member of their Legislative Review Committee.
Patrick Quinlan
Joint Company Secretary
Patrick Quinlan is the finance manager for the Australian and Canadian entities,
as well as being the joint company secretary for GTN Limited.
Patrick holds a Bachelor of Business degree from University of Western Sydney,
is a Certified Practicing Accountant and a Chartered Company Secretary.
Senior Executives
The Senior Executives of the Company currently are:
Scott Cody
Chief Operating Officer and
Chief Financial Officer
Gary Worobow
Executive Vice President,
Business and Legal
Affairs
Scott Cody has over 30 years of experience in the radio media industry.
Prior to joining Global Traffic Network, Scott held various positions with Metro
Networks, Inc./ Westwood One, serving as Vice President of Finance from 1997
to 2002 and Senior Vice President of Business Development from 2002 to 2005.
Prior to joining Metro Networks, Inc./ Westwood One, Scott was Vice President
of Finance for Tele-Media Broadcasting Company.
Scott graduated with a Bachelor of Arts in Accounting and Finance from Juniata
College.
Gary Worobow has over 25 years of experience in the radio and media industry.
He was previously a member of the Global Traffic Network Board from 2006 to
2009. Prior to joining Global Traffic Network, Gary held the position of Executive
Vice President and General Counsel of Five S Capital Management, Inc. from
2006 to 2009, Executive Vice President, Business Affairs and Business
Development for Metro Networks Inc./ Westwood One, Inc. from 2003 to 2006
and as Senior Vice President and General Counsel from 1999 to 2002.
Gary was a founder and the General Counsel of Columbus Capital Partners and
held the positions of Senior Vice President, General Counsel and board member
for Metro Networks, Inc./ Westwood One from 1995 to 1999.
Gary holds a Bachelor of Arts from the University of Rochester, a Masters of
Business Administration from the Simon School, University of Rochester and a
Juris Doctor from the Fordham Law School.
9
Victor Lorusso (“Vic”)
Chief Operations Manager
ATN
Vic Lorusso has over 20 years of experience in the media industry, all of those
with ATN in various operational and management positions.
Vic is currently the Chief Operations Manager for ATN after joining in 1999.
Vic is also an airborne traffic reporter for the Ten Network and various radio
stations. In addition to his role with ATN, Vic is associated with a number of
charities throughout the country including the Variety Children’s Charity, Redkite,
Miracle Babies Foundation, Diabetes Association NSW, Cure Cancer Foundation
and the Special Olympics Foundation.
Vic has a Business Licence for Real Estate.
John Quinn
Chief Operating Officer
United Kingdom Traffic Network
(”UKTN”)
John Quinn has over 30 years of experience in the radio and media industry.
John is currently the Chief Operating Officer of Global Traffic Network’s United
Kingdom operations after joining Global Traffic Network in 2009 following its
acquisition of UBC Media’s commercial division.
Prior to the acquisition, John was the Chief Operating Officer and a director of
UBC Media (a company listed on AIM, a sub-market of the London Stock
Exchange) and has held numerous other sales and management positions within
the United Kingdom commercial radio industry.
Meetings of Directors
The number of meetings of the Board of Directors and its committees that were held during the
year and the number of meetings attended by each director are summarised in the table below.
Board
Audit and Risk
Management
Committee
Nomination and
Remuneration
Committee
Held
Attended
Held
Attended
Held
Attended
William Yde III
Peter Tonagh
David Ryan
Robert
Loewenthal
Corinna Keller
8
8
8
8
8
8
7
7
8
8
-
-
4
4
4
-
-
4
4
4
-
6
6
6
6
-
5
6
6
6
Principal activities
The principal activity of GTN during the course of the financial year was that of provider of an
advertising platform to advertisers in Australia, United Kingdom, Canada and Brazil.
10
Operating Strategy
The Company’s operating strategy is to grow its business through the obtaining of more
advertising inventory and selling a higher proportion of and obtaining a higher price per unit for
its advertising inventory. The Company strategy to obtain more advertising inventory consists of
the following:
• Obtain more advertising inventory from existing radio and television stations for existing
products. This is primarily accomplished by the payment of higher station
compensation.
• Have existing radio stations provide advertising inventory outside traditional traffic
reporting, such as the number of stations in Australia where we currently receive
advertising inventory adjacent to news reports.
• Expansion into additional operating regions within our current countries, such as the
expansion into additional regional markets in Australia and opening of additional markets
in Brazil.
This growth strategy is subject to a number of risks, some of which are out of our control. Some
of these risks and our strategy for mitigating them are as follows:
Loss of key radio station Affiliates
In FY 2021, 95% of our revenue came from the sale of advertising inventory obtained from our
radio station Affiliates. Loss of significant radio station Affiliates would have a material impact on
our revenue. We attempt to defend against this risk in the following ways:
• Provide a high-quality product that resonates with stations’ listeners and would be
difficult for the stations to replicate in a cost-effective manner, if at all.
• For the most important radio stations, pay a significant amount of cash to the stations in
the form of station compensation. For our most important Affiliates, this amount has
become a significant portion of their EBITDA based on our review of their public filings.
Potential impact of Company’s fixed cost structure
A substantial majority of Company’s costs are fixed and difficult to reduce in the short term, in
particular, compensation paid to radio stations, which is the largest expense of the Group. In
addition to being fixed, the majority of station compensation costs are contractual and often
committed to for a number of years and thus cannot be reduced in the short run. These fixed
costs mean that any decrease in revenue could largely flow through to earnings and therefore
disproportionately adversely affect GTN’s future financial performance and cash flows. The
impact of the Group’s fixed cost structure has been demonstrated during the COVID-19
pandemic as Adjusted EBITDA and profit before tax have both been negatively impacted by the
lower revenue. The Company’s strategy for dealing with the potential negative impact of its fixed
cost structure is to maintain a low-leveraged balance sheet and substantial cash balances in
order to be able to continue to operate the Group during periods of reduced revenue.
Decline in demand for traffic reports on radio
Individuals have other means of getting traffic information, including the internet, smart phone
apps, navigation systems, etc. and we expect that such options will continue to proliferate in the
future. It is possible that in the future that such other options will decrease the demand for our
traffic reports from radio stations. We attempt to defend against this possibility in two ways:
• First, by paying significant station compensation, we attempt to make it a very difficult
decision to reduce or eliminate the number of traffic reports broadcast.
• Second, since we sell our reports as a network of information reports, we are educating
clients that the key element is that their spot be adjacent to high demand information
content, rather than just traffic. In Australia, approximately 24% of our advertising
inventory in the five metro markets is adjacent to news reports.
11
We believe that combining high levels of compensation to stations to encourage their continued
provision of advertising inventory with an advertiser base that understands that while traffic is a
very effective area to place spots today, but is not the only attractive placement option, is the
best way to protect against a decline in interest in traffic reports broadcast on traditional radio.
Decline in popularity of radio and television in general
Virtually all of our revenue is derived from the sale of advertising spots on radio and television
stations. A decline in the popularity of these mediums as either an entertainment option or
advertising medium would likely have a material negative impact on our revenues and
profitability. While to a certain extent this risk is out of our control, we have employed several
strategies to attempt to mitigate this risk:
• Our product is different from traditional radio despite being broadcast on radio stations.
We sell a broad reach across all demographics with the spots having the further
advantage of sole placement adjacent to popular informational programming elements
that are generally read live by the announcer. In our opinion, these things make our
advertising product more effective than traditional radio advertising. We believe this
contention is supported by the fact that our revenue growth on a compounded annual
basis has historically surpassed that of the overall radio advertising category in the
markets in which we operate.
• We continue to explore other platforms where our content and sales ability would
translate to. To date, these explorations have not been successful, but we continuously
and proactively research additional opportunities outside of radio and television.
Decline in advertising market in general
Our business model is currently entirely based on the sale of advertising, which is cyclical in
nature. While we cannot control the fluctuations in the advertising market, we attempt to mitigate
this risk by providing a compelling advertising product that is both effective for advertisers and
not easily replicated by “buying around” our networks. A certain level of advertising is still sold
even in down business cycles, so we attempt to position ourselves as a key portion of an
advertiser’s strategy, even if they are reducing their overall expenditures. However, the
limitations of this approach have been demonstrated during the COVID-19 pandemic, as
advertisers in our markets sharply reduced their demand for advertising, which had a material
impact on our revenue and profitability.
Expansion into new markets
Expansion into new markets entails risk as there is an upfront investment of monetary resources
to purchase equipment (often helicopters) and to fund the initial operating losses and working
capital requirements. There is also the opportunity cost of a diversion of management’s time
and focus away from the current operations. The Company attempts to mitigate this risk by a
thorough due diligence process prior to committing significant resources to a new market. In
addition, the Company hires virtually all of its employees in the local market, which gives market
insights that would not otherwise be readily available. The Company believes by training local
personnel in the Company’s business model, the likelihood of success is increased. The
Company is unlikely to enter new markets until after the COVID-19 pandemic has substantially
ended.
Foreign exchange fluctuations can have a negative impact on financial performance
A significant portion of our revenues (52% in FY 2021) are generated outside of Australia and
subject to currency exchange fluctuations between AUD and the local currency of those entities.
We expect the portion of revenue subject to foreign exchange fluctuations will increase in the
future as we anticipate that our Canada and Brazil operations will grow faster than the overall
Group revenues. We do not hedge for foreign currency fluctuations at this time and currently do
not have an intention to do so although we may enter into such hedging arrangements in the
future. This risk is mitigated by each country incurring virtually all their expenses in local
currency as well. The impact of this is should revenue be reduced by an unfavourable currency
movement, expenses will also be reduced, which would be considered a favourable movement.
The negative impact to the financial statements is only on the net difference between the
12
revenue and expenses. However, this net amount can still be material based on the magnitude
of the currency shifts and the profitability of the operating segment affected.
Review and Results of Operations
Operating and Financial Review
Revenue for FY 2021 decreased 11% to $143.3 million. The decrease in revenue was mitigated
by a $17.5 million (-11%) decrease in operating expenses with EBITDA increasing 8% and
Adjusted EBITDA decreasing 2% for FY 2021. The non-IFRS measurements used are defined in
the table below and further discussed later in this report.
(m)(4)
Revenue
EBITDA (2)
Adjusted EBITDA (3)
NPAT
NPATA (1)
FY21
FY20
% Difference
143.3
160.9
6.0
14.0
(0.1)
4.6
5.5
14.2
0.3
4.9
(11)%
+8%
(2)%
(128)%
(6)%
(3)%
NPATA per share (cents)
$0.02
$0.02
(1)
NPATA is defined as net profit after tax (NPAT) adjusted for the tax effected amortization arising from
acquisition related intangible assets.
(2) EBITDA is defined as net profit after tax (earnings) before the deduction of interest expense/income, income
taxes, depreciation and amortization.
(3) Adjusted EBITDA is defined as EBITDA adding back the non-cash interest income related to the long-term
prepaid affiliation agreement with Southern Cross Austereo which is treated as a financing transaction, foreign
exchange gains and losses, losses on debt refinancings, gains on lease forgiveness and transaction costs.
(4) Amounts in tables may not add due to rounding. Percentage changes based on actual amounts prior to
rounding.
Revenue
Group revenue was down 11% compared to FY 2020 due to the continued impact of the COVID-
19 pandemic. While the COVID-19 pandemic caused a sharp decrease in revenue for fourth
fiscal quarter 2020 (down 57%), the pandemic impacted the entire FY 2021. The impact varied
from period to period and across the different operating regions of the Group, however the
impact appeared to be closely correlated to government lockdowns throughout FY 2021
designed to mitigate the public health risks of the virus. Notwithstanding, despite significant
government lockdowns throughout 2H FY 2021, UKTN was able to increase revenue for FY
2021 compared to FY 2020 due primarily to a strong fourth fiscal fourth quarter performance
compared to the previous fiscal year (which was down 40% compared to fourth quarter FY
2019).
The Australia market constituted 48% of the Group’s revenue for FY 2021 compared to 49% in
FY 2020.
FY21 Revenue by Geographic Segment
(m)(4)
Australia (ATN)
FY20
% Difference
79.0
(13.3)%
FY21
68.5
13
Canada (CTN)
United Kingdom (UKTN)
Brazil (BTN)
Total
24.2
44.4
6.2
143.3
27.0
42.6
12.4
160.9
(10.2)%
4.4%
(50.1)%
(10.9)%
Revenue in local currency increased in the United Kingdom while decreasing in Canada and
Brazil. Fluctuations in exchange rates acted as a headwind on the performance of all the
Group’s non-Australian segments (United Kingdom, Canada and Brazil).
FY21 Revenue by Geographic Segment – Local Currency
(m)(4)
Australia (ATN) (AUD)
Canada (CTN) (CAD)
United Kingdom (UKTN) (GBP)
Brazil (BTN) (BRL)
FY21
68.5
23.2
24.6
25.0
FY20
% Difference
79.0
24.3
22.7
36.9
(13.3)%
(4.5)%
8.7%
(32.3)%
EBITDA and Adjusted EBITDA
Adjusted EBITDA for FY 2021 was $14.0 million, a decrease of 2% from FY 2020 as both
revenue and operating expenses decreased 11% compared to FY 2020. Operating expenses
(defined as the sum of network operations, station compensation, selling, non-cash
compensation, general and administrative expenses) decreased $17.5 million for the fiscal year.
The largest portion the decrease was a $9.7 million decrease in network operations and station
compensation expenses. The largest portion of this decrease ($6.4 million) was due to a
decrease in station compensation primarily related to the termination of the Nine Radio affiliation
agreements in July 2020. Selling, general and administrative expenses decreased $7.9 million
with the largest portion of the decrease related to lower sales employee compensation due to the
lower revenue for the fiscal year. Jobkeeper and the Canadian Emergency Wage Subsidy
(“CEWS”) is treated as a reduction in general and administrative expenses. The Group recorded
$2.5 million of benefit from these programs in FY 2021 (Australia: $1.4 million, Canada: $1.1
million) an increase of $1.1 million compared to FY 2020. We estimate that approximately 4% of
the overall operating expense decrease for the period was due to fluctuations in the foreign
exchange rates from FY 2020 to FY 2021.
(m)(4)
Revenue
Network operations and station
compensation expenses
Selling, general and
administrative expenses
Equity based compensation
expense
Operating expenses
Net F/X losses
Loss on refinancing of debt/gain
on lease forgiveness
EBITDA
FY21
143.3
FY20
% Difference
160.9
(11)%
(109.7)
(119.3)
(8)%
(26.9)
(34.8)
(23)%
(0.9)
(137.5)
(0.0)
0.2
6.0
(0.9)
(154.9)
(0.1)
(0.4)
5.5
9%
(11)%
(69)%
NM
8%
14
(m)(4)
FY21
FY20 % Difference
Interest income on Southern
Cross Austereo Affiliate Contract
Net F/X losses
Loss on refinancing of debt/gain
on lease forgiveness
Adjusted EBITDA
Segment Adjusted EBITDA
8.2
0.0
(0.2)
14.0
8.2
0.1
0.4
14.2
(1)%
(69)%
NM
(2)%
Adjusted EBITDA by segment increased in the United Kingdom and Canada while decreasing in
Australia and Brazil compared to FY 2020. Canada was able to increase Adjusted EBITDA
despite lower revenue due to lower operating expenses while the United Kingdom increased
Adjusted EBITDA on higher revenue. The lower Adjusted EBITDA in Australia and Brazil can be
attributed to the lower revenue in FY 2021 compared to FY 2020.
(m)(4)
Australia (ATN)
Canada (CTN)
United Kingdom (UKTN)
Brazil (BTN)
Other(6)
Total
FY21(7)
FY20(7) % Difference
17.0
1.3
4.0
(0.9)
(7.5)
14.0
18.6
(0.9)
3.0
0.5
(7.0)
14.2
(9)%
NM
34%
(264)%
6%
(2)%
(6) Primarily corporate overhead
(7) Excludes intercompany management fees charged to certain subsidiaries
NPATA
The Group reported NPATA of $4.6 million which is a decrease of 6% from FY 2020. The
decrease is primarily related to the lower NPAT for the period despite $2.1 million increase in net
profit before tax. The main driver of this difference is the $1.6 million United States tax benefit in
FY 2020 due to the carry back provisions of the CARES Act. Income taxes expense/benefit
increased $2.5 million from $1.0 million tax benefit in FY 2020 to $1.5 million tax expense in FY
2021. The Group recognized $0.2 million in tax expense related to the future tax rate increase in
the UK (from 19% to 25% effective 1 April 2023) due to the revaluation of its deferred tax liability
related to the intangible assets of the UK segment. Finance costs decreased $0.9 million from
FY 2020 primarily due to lower interest rates on the bank loan. Since the repayment of $10
million of the principal balance of the bank loan occurred near the end of FY 2021 it did not have
a material impact on finance costs for the fiscal year.
FY21 Cash Flow
The Group reported a decrease in cash flow from its operations primarily due to changes in
working capital.
(m)(4)
Adjusted EBITDA
Non-cash items in Adjusted EBITDA
Change in working capital
FY20
14.2
0.9
16.5
FY21
14.0
0.9
(9.0)
15
(m)(4)
Impact of Southern Cross Austereo
Affiliate Contract
Operating free cash flow before capital
expenditure
Capital expenditure (excludes assets
acquired under leases)
Net free cash flow before financing, tax
and dividends
2.0
8.0
2.0
33.5
(2.2)
(3.1)
5.8
30.4
Working capital had a significant impact on operating free cash flow before capital expenditure in
both FY 2021 and FY 2020 primarily due to changes in accounts receivable. During 4Q FY
2020, revenue decreased 57% compared to the previous year period and working capital was
favourably impacted by a reduction of $18.2 million in accounts receivable as the majority of the
accounts receivable from the pre-COVID-19 pandemic period were collected and replaced by
the significantly lower revenue. Revenue increased 85% during 4Q FY 2021, leading to an
$11.1 million increase in accounts receivable for the fiscal year. Should revenue fluctuate less in
the future it is expected that changes in working capital will have a smaller impact on cash flows.
The directors have not declared an interim or final dividend for FY 2021, consistent with the
desire to increase cash and reduce debt, as well as in compliance with the restrictions of the
modified debt facility. As a result, the Group was able to maintain a strong cash balance of
$49.4 million at 30 June 2021, net debt (debt less cash balances) of only $3.8 million and pay
down $10 million of the debt facility during FY 2021.
Debt Refinancing
On 22 May 2020, the Group entered into a fourth amendment of its bank loan facility, which was
scheduled to expire in February 2021. The commitment under the amended facility was reduced
from $75 million to $60 million, which was the amount outstanding at the time of the amendment.
The amended due date of the facility is 30 September 2023 and there are no scheduled principal
payments prior to the due date. The Group had outstanding bank debt principal at 30 June 2021
of $50 million, $3.2 million of finance leases (related to the adoption of AASB 16) and net debt
(debt principal less cash balances) of $3.8 million. The ratio of net debt to Adjusted EBITDA is
0.27x at 30 June 2021. Based on the applicable covenants for the Group’s debt facility, the
leverage was 0.22x at 30 June 2021. Commencing in FY 2022, the total gearing ratio (“TGR”)
will be based on gross leverage (debt balances prior to deduction of cash balances) divided by
EBITDA. The EBITDA used for the calculation of the leverage under the debt facility differs from
that of EBITDA or Adjusted EBITDA used in this report. Some of the differences include that the
debt facility is based on the actual cash outlay under the SCA agreement, the exclusion of non-
cash equity-based compensation from EBITDA and the limited ability to include pro forma cost
savings in certain instances. The bank facility limits distributions (including dividends and share
buybacks) to 100% of annual NPATA.
In December 2020, the Group and its lender agreed to modify certain covenants and other terms
of its debt facility. The purpose of these modifications was to allow the Group to remain in
compliance with the terms of the debt facility given the ongoing impact of the COVID-19
pandemic on its financial results. One of the modifications is that the 30 September 2021 TGR
will continue to be measured on a net basis rather than gross. As a condition of this relief, the
Company agreed to restrict distributions (including the elimination of dividends and share buy-
backs) and other “tightening” of the terms of the debt facility agreement for the period of the
modification. These modifications remain in place until 31 December 2021. As a result, the
Company will not be able to make distributions until after its 1H FY 2022 financial reporting at
the earliest. Consistent with these restrictions, the Board terminated the share buy-back and the
Company filed an Appendix 3F (Final share buy-back notice) effective 25 February 2021. The
Group has also agreed to an interest rate margin of 3.25% for the period of the modification.
16
Previously the margin was based on the total gearing ratio with the margin set at 2.50% at a total
gearing ratio of less than 2.00x increasing to a maximum of 3.25% at a total gearing ratio in
excess of 2.25x.
The Group is currently in compliance with the revised covenants by a wide margin and expects
to continue to be in compliance in the future should the impact of the COVID-19 pandemic
remain roughly comparable to what it has been through fiscal 2021.
Key operating metrics
Radio sell-out and spot rate were generally negatively impacted by the lower advertising demand
related to the impact of the COVID-19 pandemic. Exceptions to this general trend were the
increase in spot rate in Canada and the higher sell-out rate in the United Kingdom. Australia
radio spots inventory was lower than the previous year period primarily due to the termination of
the Nine Radio affiliation agreements in July 2020. The termination of Nine Radio resulted in a
considerable expense savings to the Group.
Key operating metrics by jurisdiction (local currency)
Australia
Radio spots inventory ('000s)
Radio sell-out rate (%)
Average radio spot rate (AUD)
Canada
Radio spots inventory ('000s)
Radio sell-out rate (%)
Average radio spot rate (CAD)
United Kingdom
Total radio impacts available ('000)
Radio sell-out rate (%)
Average radio net impact rate (GBP)
Notes
1
2
3
1
2
3
4
5
6
Brazil
Radio spots inventory ('000s)
Radio sell-out rate (%)
Average radio spot rate (BRL)
1
2
3, 7
FY21
954
52%
128
688
43%
71
19,755
94%
1.3
453
35%
178
FY20
1,077
54%
128
686
51%
64
19,448
89%
1.3
418
46%
216
Available radio advertising spots (primarily adjacent to traffic, news and information reports).
The number of radio spots sold as a percentage of the number of radio spots available.
Average price per radio spot sold net of agency commission.
The UK market measures inventory and units sold based on impacts instead of spots. An impact is a
thousand listener impressions.
The number of impressions sold as a percentage of the number of impressions available.
Average price per radio impact sold net of agency commission.
Not adjusted for taxes or advertising agency incentives that are deducted from net revenue.
1.
2.
3.
4.
5.
6.
7.
17
Foreign exchange rates
A significant portion of the Company’s revenue and expenses are in a currency other than
Australia dollars (“AUD”). The actual annual exchange rates utilized in preparing the annual
consolidated statement of profit or loss and other comprehensive income are as follows:
FY2021
Actual
FY2020
Actual
0.75
0.96
0.55
4.02
0.67
0.90
0.53
2.97
AUD:USD
AUD:CAD
AUD:GBP
AUD:BRL
Dividends
Consistent with the restrictions under the loan facility, the Board has decided to not declare an
interim or final dividend for FY 2021.
Non-IFRS measurements
● EBITDA is earnings before interest, tax, depreciation and amortisation.
Management uses EBITDA to evaluate the operating performance of the business
without the non-cash impact of depreciation and amortisation and before interest and tax
charges, which are significantly affected by the capital structure and historical tax
position of the Group.
EBITDA can be useful to help understand the cash generation potential of the business
because it does not include the non-cash charges for depreciation and amortisation.
However, management believes that it should not be considered as an alternative to net
free cash flow from operations and investors should not consider EBITDA in isolation
from, or as a substitute for, an analysis of the Group’s results of operations;
● Adjusted EBITDA is EBITDA adjusted to include the non-cash interest income arising
from the long-term prepaid Southern Cross Austereo Affiliate Contract and excludes
foreign exchange gains or losses, losses on refinancings, gains on lease forgiveness
and transaction costs.
Management considers that Adjusted EBITDA is an appropriate measure of GTN's
underlying EBITDA performance. Otherwise, the EBITDA would reflect significant non-
cash station compensation charges without offsetting non-cash interest income arising
from the treatment of the contract as a financing arrangement.
● NPATA is net profit (loss) after tax adjusted to add-back the tax effected impact of
amortization of intangible assets related to the purchase accounting arising from
GTCR’s acquisition of Global Traffic Network, Inc. in September 2011.
Management considers it appropriate to disclose NPATA because the amortization of
the intangibles related to purchase accounting is both a non-cash charge and there will
be no future cash outlays to “replace” these assets once fully amortized.
Non-IFRS information has not been audited.
18
COVID-19 pandemic impact
As reflected throughout the Directors Report and elsewhere, the global COVID-19 pandemic has
had a material negative impact on the Company’s business in all of its operating regions.
Revenue decreased 57% in fourth fiscal quarter 2020 compared to the previous year resulting in
$(9.2) million of Adjusted EBITDA for the period. The Group has trimmed costs where
management feels prudent while also focusing on maintaining the Group’s affiliate network as
well as proven sales staff and management as it believes these will be essential to maximizing
revenue and profit once the pandemic has passed. Due to the fixed cost nature of the Group’s
business, management believes costs cannot be reduced sufficiently to generate positive
Adjusted EBITDA or profitability should revenue remain at the levels experienced during fourth
fiscal quarter 2020. The largest fixed cost for the Group is station compensation, which is
payment to radio and television stations to provide the spot inventory which is virtually the
Group’s sole source of revenue.
During FY 2021 revenue decreased 11% compared to FY 2020 which was a significant
improvement compared to fourth fiscal quarter 2020. The Group was able to achieve positive
EBITDA, Adjusted EBITDA, and NPATA for FY 2021 and would have achieved positive NPAT
absent the additional non-cash tax expense related to the increase in the future UK corporate tax
rate (which is effective 1 April 2023) and the subsequent increase in the deferred tax liability
related to intangibles. However, the Group’s revenue and profitability continue to be significantly
impacted by the COVID-19 pandemic, especially lockdowns and other government actions
designed to deal with flare-ups of the virus and the related reduction in business activity during
such periods. While the Group does not anticipate that such activities will have as large an
impact as when the COVID-19 pandemic commenced, it is not possible to assure the impact will
not be as severe or worse in the future. The Group’s business continues to be a primarily fixed
cost model, so that revenue decreases will likely have significant negative impacts on
profitability.
Because of this, the Group has focused on conserving cash in order to be able to “ride out” the
COVID-19 pandemic while reducing debt. At 30 June 2021, the Group had cash and cash
equivalents of $49.4 million, net debt (debt less cash balances) of $3.8 million and had repaid
$10 million of the bank debt facility during the period. Part of this strategy included eliminating
the payment of dividends and the cancelling of the share repurchase. In addition, the Group
modified the existing credit facility to revise the financial covenants to help assure that the Group
would remain in compliance with its debt facility. The covenants revert back to the original
covenants for the period ending 31 December 2021. A covenant default gives the lender the
ability to accelerate the repayment of the debt facility even in the scenario where all scheduled
debt service has been made on time and when due. The Group was in compliance with its
financial covenants for all periods during FY 2021.
While the Group anticipates continuing to be in compliance with its bank debt facility, it believes
even if there should be future covenant breaches due to COVID-19 pandemic related operating
performance, that it is unlikely the bank will accelerate payment of the bank debt facility, which
would be its prerogative under the loan agreement. Some of the reasons for this conclusion are
as follows:
• The lender extended the loan until 30 September 2023 (which was set to expire in
February 2021) in May 2020, which was after the COVID-19 pandemic started to have
significant negative impact on the Group’s performance,
• The lender extended over $21 million in new funds at that time to pay off its co-lender in
order to become sole lender to the Group,
• The projections provided to the lender indicated the possibility of covenant defaults while
having sufficient funds to continue to operate the Group,
• The modification of the financial covenants from 31 December 2020 to 30 September
2021 to help assure the Group would remain in compliance with the debt facility,
• The Group having sufficient cash on hand to meet its debt service obligations absent an
acceleration of the principal balance of the debt,
19
• The Group’s low level of net debt which reduces the lenders risk, and
• Repeated assurances from the lender of its intention to work with the Group through this
difficult period.
However, there can be no assurances should there be a covenant default that the bank facility
will not be terminated early, and the loan be required to be repaid prior to 30 September 2023.
In such a scenario, it would be extremely difficult to find a suitable replacement lender on terms
that the Group finds acceptable, or even at all and the Company may be unable to raise
sufficient additional equity or sell enough Group assets to satisfy its outstanding debt obligations.
Likely developments and expected results
The Group’s prospects and strategic direction are discussed in the Operating Strategy section of
the Directors’ Report.
Further information about likely developments in the operations of the Group and the expected
results of those operations in future financial years has not been included in the report because
disclosure of the information would be likely to result in prejudice to the Group.
Significant changes in the state of affairs
Except as outlined elsewhere in this Directors’ Report, there were no significant changes in the
affairs of the Group during the fiscal year.
Events since the end of financial year
On 26 June 2021, the Sydney market entered into lockdown related to an increase in COVID-19
cases in the market. The lockdown is expected to have a negative impact on the fiscal 2022
financial performance of the Group’s Australian subsidiary at least until the lockdowns are
lifted. Management considered the impact of the lockdown on both the potential impairment of
the Australian CGU and from a going concern perspective and determined no changes were
required to the financial report presented herein.
Except as outlined in the Financial Statements and elsewhere in this Directors’ Report, no other
matter or circumstance has arisen since 30 June 2021 that has significantly affected the Group’s
operations, results or state of affairs or may do so in future years.
Environmental regulation
The operations of the Group are not subject to any particular or significant environmental
regulation or law.
Insurance of officers and Directors
Pursuant to its constitution, GTN may indemnify Directors and officers, past and present, against
liabilities that arise from their position as a Director or officer as allowed under law. Under the
deeds of access, indemnity and insurance, GTN indemnifies each Director against liabilities to
another person that may arise from their position as a director of GTN to the maximum extent
permitted by law. The deeds of access, indemnity and insurance stipulate that GTN will
reimburse and compensate each Director for any such liabilities, including reasonable legal
costs and expenses, except where a Director’s act is fraudulent, criminal, dishonest or wilfully
deceitful.
Pursuant to its constitution, GTN may arrange and maintain directors’ and officers’ insurance for
its Directors to the maximum extent permitted by law. Under the deeds of access, indemnity and
insurance, GTN must use reasonable endeavours to obtain such insurance during each
Director’s period of office and for a period of seven years after a Director ceases to hold office.
This seven-year period can be extended where certain proceedings or investigations commence
before the seven-year period expires.
GTN has obtained insurance in respect to directors’ and officers’ liability for the year ended 30
June 2021 and thereafter. These insurance policies insure against certain liabilities (subject to
20
exclusions) of persons that have been directors or officers of GTN or its direct or indirect
subsidiaries to the extent allowed by the Corporations Act 2001. The expense related to this
insurance was $805 thousand for FY 2021.
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 GTN, or to intervene in any proceedings to which GTN is a party,
for the purposes of taking responsibility on behalf of GTN for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of GTN with leave of the Court
under section 237 of the Corporations Act 2001.
Non-audit services
The Group may decide to employ the auditor on assignments additional to their statutory audit
duties where the auditor’s expertise and experience with the Group is important. Details of the
amounts paid or payable to the auditor for audit and non-audit services provided during the year
are included in Note 10 of the Consolidated Financial Report. The Group changed auditors from
PriceWaterhouse Coopers to Grant Thornton Audit Pty Limited (“Grant Thornton”) for the year
ended 30 June 2020. Fees for non-audit related services to PriceWaterhouse Coopers for the
year ended 30 June 2020 include services provided after the appointment of Grant Thornton as
auditor on 3 June 2020.
The Board has considered the position and, in accordance with advice received from the Audit
and Risk Committee, is satisfied the provision of the non-audit services is compatible with the
general standard of independence for auditors imposed by the Corporations Act 2001. The
Directors are satisfied that the provision of non-audit services by the auditor, as set forth below,
did not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
● all non-audit services have been reviewed by the Audit and Risk Committee to ensure
they do not impact the impartiality and objectivity of the auditor
● none of the services undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants.
During the fiscal year the following fees were paid or payable for non-audit services provided by
the auditor of GTN and its related practices:
Taxation services*
Tax compliance
Remuneration for taxation services
2021
$
2020
$
Grant Thornton Grant Thornton
-
-
-
-
2020
$
PwC
354,000
354,000
Total remuneration for non-audit services
*Included in the above fees are amounts paid to network firms of PricewaterhouseCoopers Australia.
-
-
354,000
21
Remuneration Report (audited)
The directors present the GTN 2021 remuneration report, outlining key aspects of our
remuneration policy and framework, and remuneration awarded this year.
The report is structured as follows:
a) Key management personnel (KMP) covered in this report
b) Remuneration policy and link to performance
c) Elements of remuneration
d) Link between remuneration and performance
e) Remuneration expenses for executive KMP
f) Contractual arrangements with executive KMP
g) Non-executive director arrangements
h) Additional statutory information
(a) Key management personnel covered in this report
Non-executive and executive directors (see pages 7 to 8 - for details about each
director)
The following persons were Directors of GTN Limited for the whole of the financial
year and up to the date of this report unless otherwise stated:
William Yde III
Peter Tonagh
David Ryan AO
Robert Loewenthal
Corinna Keller
Appointed 1 September 2020
Other key management personnel
Name
Scott Cody
Gary Worobow
Position
Chief Operating Officer and Chief Financial Officer
Executive Vice President, Business and Legal Affairs
Key management personnel are those executive management members that have
responsibility and authority for planning, controlling and directing resources for the entire
group. Other senior executives, such as jurisdictional management, are not considered
to be key management personnel for the purposes of the remuneration report as their
duties are related to their geographic area of operation only and do not extend to
strategic direction and control of resources of the Group.
Changes since the end of the reporting period
None
(b) Remuneration policy and link to performance
Our Nomination and Remuneration committee is made up of non-executive directors (all of
whom are independent). The committee reviews and makes recommendations to the Board
about our remuneration policy and structure annually to align it to business needs and meet
our business principles. From time to time, the committee may also engage external
remuneration consultants to assist with this review (see section (h)(v) Reliance on external
remuneration consultants). In particular, the policies and practices are designed to:
● enable the Group to attract, retain and motivate directors, executives and employees
who will create value for shareholders within an appropriate risk management framework
by providing remuneration packages that are equitable and externally competitive;
● be fair and appropriate having regard to the performance of the Group and the
relevant director, executive or employee;
22
●foster exceptional human talent and motivate and support employees to pursue the
growth and success of the Group in alignment with the Group’s values; and
● equitably and responsibly reward employees, having regard to the performance of the
Group, individual performance and statutory and regulatory requirements.
Remuneration Framework
Element
Purpose
Fixed
Remuneration
(FR)
Provide
competitive
market salary
Short-term
incentive (STI)
Long-term
incentive (LTI)
Reward for in
year
performance
Alignment to
long-term
shareholder
value
Performance
metrics
N/A
Potential
Value
Varies
Adjusted EBITDA
Varies
Vesting based on
continued service
only
Varies
Changes for FY22
Contractual
increases of 5%
effective 1 October
2021
Targets adjusted on
an annual basis.
Option grants to the
CEO are no longer
contractual
obligations of the
Company and are at
the discretion of the
Board. Grants to
other executive
management are
determined as a
percentage of the
CEO's grant.
Balancing short-term and long-term performance
Annual incentives are set at levels designed to maximize performance. Long-term
incentives consist of share options that vest one third after two years and two thirds after
three years and are designed to align management’s interests with those of the
shareholders and encourage retention.
Assessing performance
The Board has overall responsibility for executive remuneration and receives
recommendations from the Nomination and Remuneration Committee. To assist with its
assessment of executive compensation the committee receives reports on performance from
management which are based on independently verifiable data such as financial measures
and independent market data. There are no “claw-back” provisions in any of the
performance-based remuneration plans.
(c) Elements of remuneration
Fixed annual remuneration (FR)
(i)
Executives may receive their fixed remuneration as cash or cash with non-monetary benefits
such as health insurance and similar benefits. FR is reviewed annually or upon promotion or
change in circumstance. Superannuation is included for Australia based employees and
directors only.
23
(ii)
Short-term incentives (STI)
Feature
Maximum
bonus
Description
CEO – $415,438, other executive management $138,196 to
$213,802
100% of the maximum bonus is paid for achieving 100% of the
performance metrics. Board may award discretionary bonus
for performance that is less than 100% of the performance
metrics.
Performance
Metrics
Aligns executive compensation with market expectations.
Metric
Adjusted
EBITDA
Target
FY21 Board
approved
Adjusted
EBITDA target
Weighting Reason
Adjusted
100%
EBITDA is
primary criteria
by which
investors judge
performance
Delivery of STI 100% paid upon conclusion of fiscal year after completion of
Board
discretion
audit of financial statements
The Board has discretion to adjust remuneration outcomes up
or down in certain situations to prevent any inappropriate
reward outcomes.
Note: Amounts are paid in USD and amounts to be paid are based on estimated
USD/AUD exchange rate of 1.3335:1 at 30 June 2021.
(iii)
Long-term incentives (“LTIP”)
Executive key management personnel participate in the LTIP comprising of annual
grants of options which vest one third after two years and two thirds after three
years and are subject to performance conditions summarized below.
Feature
Allocation
Current
Performance
Metrics
Description
Grants to the CEO are discretionary with grants to other
executive management determined as a percentage of the
CEO's grant. Previously, the allocation was 70% CEO FR and
other executive management 50% of FR based on fair value of
the grant, which vested over three years.
Vesting is subject to continued employment only.
Exercise Price Exercise price equal to share price on date of grant.
Forfeiture and
termination
Options will lapse if performance conditions are not met. Any
unvested options granted will be forfeited where the participant
resigns or is dismissed during the performance period.
However, if the participant is considered a good leaver their
unvested options will vest or remain on foot.
24
(d)
Link between remuneration and performance
The Group’s Adjusted EBITDA performance for fiscal 2021 reached 1,365% of the
target set by the board (the target was a 93% decrease over fiscal 2020) and the
board awarded executive management 50% of their bonus potential for the period.
The Adjusted EBITDA target was set during the significant uncertainty of the onset
of the COVID-19 pandemic and the Board discretionarily reduced the bonuses to
reflect the relatively low amount of Adjusted EBITDA achieved compared to fiscal
years prior to the COVID-19 pandemic. Since the bonus award was discretionary it
was paid prior to the release of the audited financial statements.
The Group reached its Prospectus Forecast Adjusted EBITDA target for FY2017
and executive management received 100% of their short-term incentive potential.
The Group reached 95% its target Adjusted EBITDA from continuing operations for
FY2018 and executive management received 50% of their short-term incentive
potential for the year. The Group reached 82% of its target Adjusted EBITDA for
FY2019 and executive management received 0% of their short-term incentive
potential for the year. The Group reached 37% of its targeted Adjusted EBITDA for
FY2020 and executive management received 0% of their short-term incentive
potential for the year.
Performance against key measures and impact on variable remuneration
(m)
FY
2017(1)
FY
2018(1)
FY
2019
FY
2020
FY
2021
Adjusted EBITDA
Increase/(decrease)
48,856
+41%
48,140 37,549
(22)%
(1)%
14,248
(62)%
14,020
(2)%
STI paid (% of
potential)
100%
50%
0%
0%
50%
(1) Adjusted to reflect disposal of United States Traffic Network
LLC
Statutory key performance indicators of the Company over the past five years
FY
2021
FY
2020
FY
2019
FY
2018(1)
FY
2017(1)
Profit (loss) from continuing operations
attributable to owners ($’000’s)
(89)
319
15,732
24,831
28,172
Basic earnings (loss) per share
Dividends paid ($‘000’s)
Dividend pay-out ratio (%)
$0.00
-
0%
$0.00
3,015
945%
$0.07
12,561
80%
$0.11
24,719
100%
$0.13
23,216
82%
Increase/(decrease) in share price (%)
+10%
(55)%
(58)%
(9)%
+19%
(1) Adjusted to reflect disposal of United States Traffic Network LLC
25
(e)
Remuneration expenses for executive KMP
Fixed remuneration
Variable
Remuneration
Name
Year
Cash
Salary
Non-
monetary
benefits
Post-
employment
benefits
Other
Cash
bonus
Equity
based
comp
Total
(1)(2)(6)
(2)
(4)(6)
(6)
(3)(7)(8)
(5)
Executive
Management
William Yde
III
(6)(4)(7)(8)
2021
1,095,669
2020
1,161,960
Scott Cody
(6)(4)
2021
2020
706,350
749,085
Gary
Worobow
(6)(4)
2021
585,454
2020
620,875
-
-
-
-
-
-
-
-
-
-
32,111
208,414 505,128 1,841,322
35,757
- 463,933 1,661,650
32,111
35,757
107,258 233,551 1,079,270
998,475
- 213,633
-
32,111
69,329 193,579
880,473
-
35,757
- 177,069
833,701
(1) Includes superannuation where applicable.
(2) Payments for annual leave are considered a component of cash salaries.
(3) Amounts based on expense recognized in the Consolidated Statement of Profit or Loss and Other
Comprehensive Income.
(4) United States based executive management receives cash stipend in lieu of the provision of health
insurance and similar employee benefits. The amount of the stipend is USD 2,000 per month.
(5) All amounts translated into AUD at the average exchange rate for the year.
(6) Paid in United States dollars (USD) except for equity based compensation.
(7) Includes amounts expensed for financial statement purposes related to forfeited stock options.
(8) The above excludes $260,000 paid to Mr. Yde related to the cancellation of his existing options and
the issuance of replacement options. Since the fair value of the replacement options at cancellation
date, plus the cash consideration, was together less than the fair value of the original options valued
at cancellation date, the expense recognised for financial statement purposes equates to that of the
original options. No expense has been recognised in relation to the fair value of the replacement
options, being $189,230.
(f) Contractual arrangements with executive KMP
CEO Description
Component
Fixed remuneration (1)
Contractual term
Notice by the individual
$1,105,173 from 1 October
2020 to 1 October 2021,
minimum 5% increase per
annum thereafter.
Ongoing contract
By the Employee voluntarily
upon at least twelve (12)
months written notice to the
Company. Should the
executive terminate their
26
Other executive
management description
Range between $590,532
and $712,476 from 1
October 2020 to 1 October
2021, minimum 5% increase
per annum thereafter.
Ongoing contract
By the Employee voluntarily
upon at least twelve (12)
months written notice to the
Company. Should the
executive terminate their
employment, they will be
entitled to up to one-year
severance. Severance is
calculated based on a
formula that subtracts the
required transition time (as
determined by the
Company) from the
maximum one-year period.
Entitled to pro-rata STI for the year
By the Company without
Cause upon twelve (12)
months written notice to
Employee.
Entitled to pro-rata STI for the year
Immediately
employment, they will be
entitled to up to one-year
severance. Severance is
calculated based on a
formula that subtracts the
required transition time (as
determined by the Company)
from the maximum one-year
period.
By the Company without
Cause upon twelve (12)
months written notice to
Employee.
Immediately
Termination of employment
(without cause)
Termination of employment
(with cause) or by the
individual
No STI entitlement.
(1) Based on USD/AUD exchange rate of 1.3335:1 which is the exchange rate at 30 June
2021.
(g) Non-executive director arrangements
Non-executive directors receive a fixed monthly fee for participating on the board. They do not
receive performance-based fees or retirement allowances. The directors’ fees are inclusive of
superannuation where applicable.
The current base fees were reviewed in November 2018. At that time the chair fee was
increased to $200,000 per annum (from $128,000) and the independent non-executive director
base fee was increased to $100,000 per annum (from $90,000). Fees will be reviewed annually
by the board taking into account comparable roles at comparable sized companies and other
available market data. The board may engage an independent remuneration advisor at its
discretion. Effective 1 April 2020 the directors agreed to a voluntary 20% reduction of their fees
to be reviewed on a regular basis due to the impact of COVID-19 on the Company’s business.
Directors are contractually required to purchase Company shares equal to one year’s initial
salary within three years of joining the board. In June 2019, the Board modified this requirement
to allow for up to five years to purchase the requisite shares. Prior to the modification, Robert
Loewenthal was not in compliance with this provision of his contract. On 23 June 2020 the Board
modified the requirement to revert to three years. Currently all directors are in compliance with
their obligations to purchase Company shares. Corinna Keller was appointed to the Board on 1
March 2019 and has until 1 March 2022 to complete her obligation to purchase shares. Peter
Tonagh, who was appointed to the Board on 1 September 2020 had already completed his
obligation to purchase shares prior to joining the Board.
The maximum annual aggregate directors’ fee pool limit is $1,000,000 and was approved by the
shareholders on 8 November 2017.
Director compensation plans:
Chair (2)(3)
Other independent non-executive directors (1)(3)
Base
Fees
$200,000
$100,000
Current
Fees (3)
$160,000
$80,000
Additional fees
Audit and risk committee – Chair (3)
Audit and risk committee – member
Nomination and remuneration committee – Chair
$40,000
-
-
$32,000
-
-
27
Nomination and remuneration committee –
member
-
-
(1) Corinna Keller was paid $72,000 USD per annum which approximated $100,000
AUD at the time of her appointment. Currently her director fee is $57,600 USD as
discussed in footnote (3) below.
(2) The chairperson does not receive additional fees for participating in or chairing
committees, rather this is taken into account as part of their overall director fee.
(3) Effective 1 April 2020 the directors agreed to a voluntary 20% reduction of their fees
to be reviewed on a regular basis due to the impact of COVID-19 on the Company’s
business.
All non-executive directors enter into a service agreement with the Company in the form of a
letter of appointment. The letter summarises the board policies and terms, including
remuneration, relevant to the office of director.
Non-executive director remuneration
Name
Year
Base fee
Audit and Risk
Committee
Remuneration
and
Nomination
Committee
P Tonagh (2)
R Loewenthal (3)
D Ryan
C Keller (1)
2021
2020
2021
2020
2021
2020
2021
2020
100,000
-
126,667
190,000
80,000
95,000
77,170
101,919
-
-
-
-
32,000
38,000
-
-
-
-
-
-
-
-
-
-
Total
100,000
-
126,667
190,000
112,000
133,000
77,170
101,919
Total non-
executive director
remuneration
2021
383,837
32,000
-
415,837
2020
386,919
38,000
-
424,919
(1) Paid in United States dollars (USD). Amount translated into AUD based on same
exchange rates as annual financial statements.
(2) Appointed effective 1 September 2020. Appointed Chairman 27 January 2021.
(3) Stepped down as Chairman 27 January 2021 but remains a non-executive director.
Whooska Podcasting Platform, a company controlled by Robert Loewenthal, provides
podcasting hosting services to the Group at no charge. The fair-market value of the service
provided is de minimus.
Visit Sunshine Coast, a company of which David Ryan is chairman of the board of directors, has
purchased advertising from the Group’s Australian subsidiary. The amount purchased for the
past two fiscal years was as follows:
28
FY 2021
FY 2020
$ nil
36,720
Australian Broadcasting Corporation, a company of which Peter Tonagh is a member of the
board of directors, has purchased traffic reporting services from the Group’s Australian
subsidiary. The amount purchased for the past two fiscal years was as follows:
FY 2021
FY 2020
$ 69,999
$ nil
(h) Additional statutory information
(i)
Relative proportions of fixed vs variable remuneration expense
The following table shows the relative proportions of remuneration that are linked to performance
and those that are fixed, based on the amounts disclosed as statutory remuneration expense
above:
Relative proportions of fixed vs variable remuneration expense
Name
Executive directors
W Yde
Fixed
remuneration
2021
62%
Other key management personnel of the group
68%
S Cody
70%
G Worobow
At Risk – STI
At Risk – LTI*
2021
2021
11%
10%
8%
27%
22%
22%
* Where applicable, the expenses include negative amounts for expenses reversed during
the year
(ii)
Performance based remuneration granted and forfeited during the year
The following table shows for each KMP how much of their STI cash bonus was awarded and
how much was forfeited. It also shows the value of options that were granted, exercised and
forfeited during FY 2021.
Total STI bonus (cash)
LTI Options(5)
Total
Opportunity
Awarded
Value
granted (6)
Value
exercised
$
%
$
2021
2021
2021
2021
Name
W Yde (1)(6)(7)
S Cody (2)
G Worobow (3)
416,828
214,517
138,658
50%
50%
50%
189,230
147,300
122,259
%
-
-
-
Forfeited
(4)(7)
%
2021
100%
-
-
(1) USD 311,537. Amounts in the table have been translated into AUD based on the
exchange rate used to prepare the financial statements.
(2) USD 160,330. Amounts in the table have been translated into AUD based on the
exchange rate used to prepare the financial statements.
(3) USD 103,633. Amounts in the table have been translated into AUD based on the
exchange rate used to prepare the financial statements.
29
(4) Represents percentage of unvested LTI Options outstanding at 1 July 2020 that
were forfeited.
(5) Unvested options vest on a service time-based vesting criterion. Options vest if
the grantee is employed by the Group at the vesting date without further
performance hurdles. One third of the options vest on the second anniversary of
the grant whilst the remainder vest on the third anniversary of the grant.
(6) Fair value of replacement options issued to Mr. Yde as further described below.
(7) Mr. Yde forfeited all his then outstanding stock options for a payment of $260,000
and the issuance of 1,000,000 options.
(iii)
Terms and conditions of equity-based payment arrangements.
Balance
at the
start of
the year
Unvested
FY 21
Grants (2)
Vested
Exercised
Forfeited(1)
#
%
#
%
Balance at the end
of the year
Vested
Unvested
5,115,830
1,000,000
-
-
-
5,115,830 100%
-
1,000,000
2,355,744
1,000,000
163,408 6%
1,952,545
830,000
135,420 7%
-
-
-
-
340,196
3,192,336
-
-
219,162
2,647,125
FY2021
Name
W Yde
(1)(2)
S Cody
(2)
G
Worobow
(2)
(1) Mr. Yde agreed to the termination of all his vested and unvested outstanding options in
exchange for a cash payment of $260,000 and a grant of 1,000,000 stock options.
(2) Mr. Yde’s options were granted 12 November 2020. The remaining options were granted
25 June 2021.
Ordinary Shares
FY2021
Name
Balance at
the start of
year
Received
during the
year on
exercise of
stock
options
Shares
Purchased
Shares
Sold
Balance at the
end of the
year
W Yde
3,603,408
D Ryan (2)
R Loewenthal (2)
C Keller
75,475
98,293
58,100
P Tonagh (3)(4)
422,519
S Cody
G Worobow (1)
-
10
-
800,000
2,803,408
74,525
-
72,350
144,768
-
-
-
-
-
-
-
-
150,000
98,293
130,450
567,287
-
10
-
-
-
-
-
-
-
30
(1) Initial shares upon forming GTN Limited.
(2) Shares held indirectly through superannuation fund.
(3) Shares held indirectly by PT Ventures Pty Limited as trustee for The Tonagh Family Trust.
Mr Tonagh is a director of PT Ventures Pty Limited and a beneficiary of The Tonagh Family
Trust.
(4) Joined Board of Directors 1 September 2020. Owned 422,519 shares at the time he joined
the board as well as at 30 June 2020.
On 12 November 2020, the Company issued options to Mr. Yde that represented part of a
modification of options previously granted. The previously issued options were cancelled as set
forth in the table below:
Grant Date
Number of
Options
Retired
Remaining Fair
Value of Options
at Retirement
17 April 2017
390,791
-
9 November 2018
1,064,594
153,010
15 November 2019
4,051,236
507,579
Total
5,506,621
$660,589
The terms of the previously granted options that were cancelled were as follows:
7 April 2017 Grant
The performance criteria for vesting criteria are as follows:
Performance
Metrics
50% subject to performance condition based on the Company’s
relative total shareholder return (TSR) compared to members of
the ASX 300 (excluding financials and resources) over the
performance period
TSR ranking
Percentage to
vest
Up to and including the 50th percentile
Between the 51st and 75th percentile
(inclusive)
At and above 75th percentile
0%
Pro rata straight
line between 50%
and 100%
100%
50% subject to performance condition based on Company’s
earnings per share (EPS) growth (adjusted for one-off items
associated with the IPO and amortisation of intangibles and
excluding United States Traffic Network, LLC operations, as
determined by the Board) over the performance period
EPS Compound annual growth
rate
Less than threshold
Between threshold and stretch target
(inclusive)
Percentage to
vest
0%
Pro rata straight
line between 50%
and 100%
Above stretch target
100%
31
The inputs used in the measurement of the fair values at grant date were as follows:
Grant date
Expiration date
Share price at grant date
5-day VWAP at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic
and expected volatility of Company’s
shares)
Expected life
Expected dividends
Risk-free interest rate (based on
government bonds)
5 April 2017
31 December 2021
$2.74
$2.72
$0.695
$2.74
45.00 %
4.75 years
4.00 %
2.14 %
9 November 2018 Grant
The Company has moved to a service time-based vesting criterion. Under this plan, options vest
if the grantee is employed by the Group at the vesting date without further performance hurdles.
The fair value of these options was estimated at the date of the grant using the Black-Scholes
option pricing model with the following assumptions:
Grant date
Expiration date
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic
and expected volatility of Company’s
shares)
Expected life
Expected dividends
Risk-free interest rate (based on
government bonds)
9 November 2018
9 November 2023
$2.15
$0.647
$2.15
49.69 %
3.83 years
4.09 %
2.30 %
15 November 2019 Grant
The Company’s 15 November 2019 grant is under the same terms as its 9 November 2018 grant
except the exercise price is the share price on the date of grant. The fair value of these options
was estimated at the date of the grant using the Black-Scholes option pricing model with the
following assumptions:
Grant date
Expiration date
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic
and expected volatility of Company’s
shares)
Expected life
Expected dividends
Risk-free interest rate (based on
government bonds)
15 November 2019
15 November 2024
$0.76
$0.200
$0.76
56.62
%
3.83 years
7.37
%
0.80
%
32
The options described above were all cancelled and replaced with options having the following
terms:
Grant Date
Number of
Options
Issued
Fair Value of
Options Granted
12 November 2020
1,000,000
189,230
The terms of the newly issued options are as follows:
12 November 2020 Grant
The Company’s 12 November 2020 grant is under the same terms as its 9 November 2018 grant
except the exercise price is the share price on the date of grant. The fair value of these options
was estimated at the date of the grant using the Black-Scholes option pricing model with the
following assumptions:
Grant date
Expiration date
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic
and expected volatility of Company’s
shares)
Expected life
Expected dividends
Risk-free interest rate (based on
government bonds)
12 November 2020
12 November 2025
$0.42
$0.189
$0.42
%
60.85
3.83 years
0.00
%
0.22
%
The difference between the fair value of the cancelled options immediately before cancellation
and the total fair value of the newly issued options is $471,359, with the fair value of the
cancelled options exceeding the fair value of the newly issued options.
(iv)
Other transactions with key management
In February 2020, in anticipation of spending additional time in the Australia market, the
Group rented an apartment for Mr. Yde’s use. During FY 2021 and FY 2020 the Group
incurred expenses of $185,589 and $74,746, respectively related to the apartment. The
costs related to the apartment have not been included in Mr. Yde’s remuneration disclosures
since these costs were expected to replace reimbursable hotel lodgings expense.
In February 2021, the Group purchased a vehicle that was made available for Mr. Yde’s use
while in Australia. The purchase price of the vehicle was $111,391. The Group recognized
$5,581 of depreciation expense and $5,732 of fringe benefits tax related to the vehicle
during FY 2021. The costs related to the vehicle have not been included in Mr. Yde’s
remuneration disclosures since the Group retains ownership of the vehicle and the vehicle is
intended to replace rental car fees that would otherwise have been incurred.
Mr. Yde’s daughter is employed by the Group with accounting and management duties. Her
cash salary (translated from USD to AUD at the same exchange rates as the Group’s
financial statements) was:
33
●FY2021
●FY2020
$173,607
$193,317
The Board considers the compensation received by Mr. Yde’s daughter to be consistent with
the compensation that would be paid to unrelated third parties for a similar position and thus
has not included any of these payments in Mr. Yde’s remuneration disclosures.
(v)
Reliance on external remuneration consultants
During FY 2021, the Board engaged SW Corporate for LTI allocation methodology
alternatives related to executive compensation. SW Corporate was paid $3,000 for these
services.
(vi)
Voting of shareholders at last year’s annual general meeting
During the last annual general meeting, the shareholders voted 52.59% in favour of adoption
of the remuneration report for the year ended 30 June 2020 which therefore constitutes a
‘second strike’ for the purposes of the Corporations Act 2001 (Cth). As a result of the
Company receiving a second strike, a conditional spill resolution was required to be put to
the meeting. The resolution received 47.50% votes in favour of the resolution and therefore
did not pass.
The Board is committed to ongoing and transparent engagement with all stakeholders. It will
continue to review the effectiveness of the Company’s remuneration practices and their
alignment with strategic performance objectives to appropriately rewards its executives and
deliver shareholder value.
34
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the
Corporations Act 2001 is set forth on page 36.
Rounding of amounts
GTN is of a kind referred to in ASIC Corporations Instrument 2016/191, issued by the Australian
Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the
Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with
that ASIC Corporations Instrument to the nearest thousand dollars, or in certain cases, the
nearest dollar.
Directors’ interests in shares and options of GTN
The relevant interests of each Director in the equity of GTN as of the date of this Directors’
Report are disclosed in the Remuneration Report.
This report was made in accordance with a resolution of the Directors.
Peter Tonagh
Chairman
26 August 2021
35
Level 17, 383 Kent Street
Sydney NSW 2000
Correspondence to:
Locked Bag Q800
QVB Post Office
Sydney NSW 1230
T +61 2 8297 2400
F +61 2 9299 4445
E info.nsw@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of GTN Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of GTN
Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
S M Coulton
Partner – Audit & Assurance
Sydney, 26 August 2021
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
GTN Limited
ACN 606 841 801
Consolidated Financial Report
For the year ended 30 June 2021
37
Contents
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Page
39
40
41
42
43
86
38
GTN Limited
For the year ended 30 June 2021
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2021
Notes
2021
Revenue
Other income
Interest income on long-term prepaid affiliate contract
Gains on lease forgiveness
Network operations and station compensation expenses
Selling, general and administrative expenses
Equity based compensation expenses
Depreciation and amortisation
Finance costs
Loss on refinancing of debt
Foreign currency transaction loss
Profit (loss) before income tax
Income tax (expense) benefit
(Loss) profit for the year
7
7
7
7
23
8
8
8
9
Other comprehensive income (loss) for the year, net of income tax:
Items that may be reclassified to profit or loss
Foreign currency translation reserve
Total other comprehensive income (loss) for the year
Total comprehensive income (loss) for the year
(Loss) earnings per share attributable to the ordinary equity holders:
$’000
143,341
87
8,150
161
2020
$’000
160,940
252
8,242
52
(109,675)
(119,328)
(26,864)
(34,751)
(932)
(10,820)
(2,002)
-
(22)
1,424
(1,513)
(89)
(855)
(11,771)
(2,910)
(447)
(72)
(648)
967
319
861
(1,609)
861
(1,609)
772
(1,290)
Basic and diluted (loss) earnings per share
21
$0.00
$0.00
Total (loss) profit for the year and other comprehensive income (loss) are fully attributable to members of the Company
This statement should be read in conjunction with the notes to the financial statements.
39
GTN Limited
For the year ended 30 June 2021
Consolidated Statement of Financial Position
As at 30 June 2021
Assets
Current
Cash and cash equivalents
Trade and other receivables
Current tax asset
Other current assets
Current assets
Non-current
Property, plant and equipment
Intangible assets
Goodwill
Deferred tax assets
Other assets
Non-current assets
Total assets
Liabilities
Current
Trade and other payables
Contract liabilities
Current tax liabilities
Financial liabilities
Provisions
Current liabilities
Non-current
Trade and other payables
Financial liabilities
Deferred tax liabilities
Provisions
Non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Accumulated losses
Total equity
Notes
11
12
16
13
15
14
14
16
13
17
19
16
20
18
17
20
16
18
22
2021
$’000
49,376
31,003
4,894
2,702
87,975
7,721
39,525
96,616
4,857
93,736
242,455
330,430
32,988
1,000
149
1,286
987
36,410
69
51,689
21,309
403
73,470
109,880
220,550
2020
$’000
57,040
19,910
6,700
2,856
86,506
9,858
45,686
95,998
4,269
94,988
250,799
337,305
30,874
1,266
-
1,525
932
34,597
74
62,768
20,344
416
83,602
118,199
219,106
437,508
9,997
(226,955)
220,550
437,508
8,464
(226,866)
219,106
This statement should be read in conjunction with the notes to the financial statements.
40
GTN Limited
For the year ended 30 June 2021
Consolidated Statement of Changes in Equity
For the year ended 30 June 2021
Notes
Balance at 30 June 2019
Total comprehensive income (loss):
Net profit
Other comprehensive loss
Transactions with owners in their capacity as owners:
Dividends
Shares repurchased and retired
Equity based compensation
Balance at 30 June 2020
Total comprehensive income (loss):
Net loss
Other comprehensive income
Transactions with owners in their capacity as owners
Repurchase and retire stock options
Equity based compensation
Balance at 30 June 2021
23
23
22
Issued
Capital
$’000
444,041
-
-
-
(6,533)
-
(6,533)
437,508
-
-
-
-
-
-
Common
Control
Reserve
$’000
(24,655)
Foreign Currency
Translation Reserve
$’000
30,390
Equity Based
Payments
Reserve
$’000
3,483
Accumulated
Losses
$’000
(217,003)
Total
Equity
$’000
236,256
-
-
-
-
-
-
-
(24,655)
-
-
-
-
-
-
-
(1,609)
(1,609)
-
-
-
(1,609)
28,781
-
861
861
-
-
861
29,642
-
-
-
-
-
855
855
319
-
319
(10,182)
-
-
319
(1,609)
(1,290)
(10,182)
(6,533)
855
(9,863)
(17,150)
4,338
(226,866)
219,106
-
-
-
(260)
932
672
(89)
-
(89)
-
-
(89)
(89)
861
772
(260)
932
1,444
5,010
(226,955)
220,550
437,508
(24,655)
This statement should be read in conjunction with the notes to the financial statements.
41
GTN Limited
For the year ended 30 June 2021
Consolidated Statement of Cash Flows
For the year ended 30 June 2021
Operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs
Income tax refunds (paid)
Net cash from operating activities
Investing activities
Purchase of property, plant and equipment
Net cash used in investing activities
Financing activities
Shares repurchased
Stock options repurchased
Dividends paid
Deferred financing costs
Debt repayment
Principal elements of lease payments
Net cash used in financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of year
Exchange differences on cash and cash equivalents
Notes
2021
$’000
2020
$’000
150,570
200,552
(143,259)
(166,021)
25
87
(1,935)
1,187
6,650
(2,165)
(2,165)
-
(260)
-
(52)
(10,000)
(1,436)
(11,748)
(7,263)
57,040
(401)
252
(2,402)
(3,835)
28,546
(3,131)
(3,131)
(6,533)
-
(10,182)
(195)
-
(1,571)
(18,481)
6,934
50,728
(622)
Cash and cash equivalents, end of year
11
49,376
57,040
Non-cash financing and investing activities:
Property acquired under leases
310
2,852
This statement should be read in conjunction with the notes to the financial statements.
42
GTN Limited
For the year ended 30 June 2021
Notes to the Consolidated Financial Statements
1
Corporate information
Nature of operations
GTN Limited (the “Company”) and its subsidiaries (the “Group”’) derives a substantial majority of its
revenues from the sale of commercial advertising commercials adjacent to traffic and news information
reports that are broadcast on radio and/or television stations in Australia and international markets, including
Canada, the United Kingdom and Brazil. The Group obtains these advertising commercials from radio and
television stations.
General information
GTN Limited is a company limited by shares, incorporated and domiciled in Australia. The address of GTN
Limited’s registered office and its principal place of business is Level 42, Northpoint, 100 Miller Street North
Sydney, NSW Australia 2060.
The consolidated financial statements for the year ended 30 June 2021 (including comparatives) were
approved and authorised for issuance on 26 August 2021. The directors have the power to amend and reissue
the financial statements.
43
GTN Limited
For the year ended 30 June 2021
Summary of significant accounting policies
2
The significant accounting policies that have been used in the preparation of these consolidated financial
statements are summarised below. These policies have been consistently applied to all the periods presented
unless otherwise stated. The financial statements are for the Group consisting of GTN Limited and its
subsidiaries.
2.1 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 and the Corporations Act
2001. GTN Limited is a for-profit entity for the purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of GTN Limited also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB), unless otherwise stated.
(ii) Historical cost convention
The financial statements have been prepared on a historical cost basis, except for the following:
● financial assets and liabilities (including derivative instruments) – measured at fair value in profit or loss or
fair value in other comprehensive income, and
● assets held for sale – measured at fair value less cost of disposal.
Certain amounts reported in prior years have been reclassified to conform to the current year presentation.
2.2 Basis of consolidation
The Group’s financial statements consolidate those of GTN Limited and all of its subsidiaries as of 30 June
2021. The Company controls a subsidiary if it is exposed, or has rights, to variable returns from its
involvement with the subsidiary and has the ability to affect those returns through its power over the
subsidiary. All subsidiaries have a reporting date of 30 June.
All transactions and balances between the Group are eliminated on consolidation, including unrealised gains
and losses on transactions amongst the Group and its subsidiaries. Where unrealised losses on “intra-group”
asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group
perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary
to ensure consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired or disposed of during the year are
recognised from the effective date of acquisition, or up to the effective date of disposal, as applicable.
2.3 Business combinations
The Group applies the acquisition method in accounting for business combinations.
The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the
acquisition date fair values of assets transferred, liabilities incurred and the equity interests issued by the
Group, which includes the fair value of any asset or liability arising from a contingent consideration
arrangement. Acquisition costs are expensed as incurred.
44
GTN Limited
For the year ended 30 June 2021
The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless
of whether they have been previously recognised in the acquiree’s financial statements prior to the
acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.
Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of
the sum of (a) fair value of consideration transferred; (b) the recognised amount of any non-controlling
interest in the acquiree; and (c) acquisition-date fair value of any existing equity interest in the acquiree, over
the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the
sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss
immediately.
2.4 Foreign currency translation
Functional and presentation currency
The consolidated financial statements are presented in Australian dollars (AUD). ATN, Aus Hold Co and
GTN Limited’s functional currency is Australian dollars (AUD); CTN’s functional currency is Canadian
dollars (CAD); UK Hold Co, UKTN and UK Commercial’s functional currency is British pounds (GBP); and
BTN’s functional currency is Brazilian real (BRL). The remaining subsidiaries functional currency is United
States dollars (USD).
The presentation currency for these financial statements is AUD which is the functional currency of the
largest portion of the Group’s operations.
Foreign currency transactions and balances
Foreign currency transactions are translated using the exchange rates prevailing at the dates of the
transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such
transactions and from the re-measurement of monetary items at year end exchange rates are recognised in
profit or loss.
Loans between Group entities are eliminated upon consolidation. Where the loan is between Group entities
that have different functional currencies, the foreign exchange gain or loss is not eliminated and is recognized
in the consolidated statement of profit and loss unless the loan is not expected to be settled in the foreseeable
future and thus forms part of the net investment in the foreign operation. In such a case, the foreign
exchange gain or loss is recognized in other comprehensive income.
Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the
exchange rates at the date of the transaction), except for non-monetary items measured at fair value which are
translated using the exchange rates at the date when fair value was determined.
Foreign operations
In the Group’s financial statements, all assets, liabilities and transactions of entities with a functional currency
other than AUD are translated into AUD upon consolidation. Goodwill and fair value adjustments arising on
the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and
translated at the closing rate. The functional currency of the entities in the Group has remained unchanged
during the reporting period.
45
GTN Limited
For the year ended 30 June 2021
On consolidation, assets and liabilities have been translated into AUD at the closing rate at the reporting date.
Income and expenses have been translated into AUD at the average rate over the reporting period. Exchange
differences are charged/credited to other comprehensive income and recognised in the currency translation
reserve in equity. On disposal of a foreign operation the cumulative translation differences recognised in
equity are reclassified to profit or loss and recognised as part of the gain or loss on disposal.
2.5 Revenue recognition
The Group derives a substantial majority of its revenues from the sale of advertising commercials adjacent to
traffic and news information reports that are broadcast on radio and/or television stations. The stations are
suppliers of the advertising spots to the Group.
The Group provides advertising commercials to advertisers and their agencies. In situations where the
advertisers engage advertising agencies in executing transactions with the Group, the Group records revenue
based on the amount it expects to receive from the agency and follows the agency’s directions in placing the
advertisements. Cash considerations are received net of agency commissions provided and are typically due
after the commercials are broadcast.
Advertising revenue is earned and recognised when the performance obligation is satisfied, which is when the
commercial advertisements are broadcast. Revenue is recognised over the period of time which the
advertising commercial is broadcast as the customer simultaneously receives and consumes the benefits over
this period.
Payments received in advance are deferred until the advertisements are broadcast and the amounts are
included as a component of contract liabilities in the accompanying consolidated statement of financial
position. Sales taxes, goods and service taxes, value added taxes and similar charges collected by the Group
on behalf of government authorities are not included as a component of revenue. There is no variable
consideration or financing components associated with revenue. The Group’s revenue is disaggregated by
geography based on where the advertisements are broadcast. See Note 29 (Segment information)).
Interest and dividend revenue recognition
2.6
Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend
income, other than those from investments in associates, is recognised at the time the right to receive
payment is established.
2.7 Network operations and station compensation expenses
The cost of producing and distributing the radio and television traffic and news reports and services and the
obtaining of advertising inventory are considered network operations and station compensation expenses.
These consist mainly of personnel, aviation costs, facility costs, third party content providers and station
compensation. Network operations and station compensation expenses are recognised when incurred.
The Group generally enters into multiyear contracts with radio and television stations. Station compensation
is a component of network operations and station compensation expenses on the accompanying consolidated
statement of profit or loss and other comprehensive income and is recognised over the terms of the
contracts, which is not materially different than when the services are performed.
2.8 Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less loss allowance. Trade receivables are generally due for settlement within 30
46
GTN Limited
For the year ended 30 June 2021
days and are presented as current assets unless collection is not expected for more than 12 months after the
reporting date.
The Group applies the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance for all trade receivables. Debts which are known to be uncollectible are written off by
reducing the carrying amount directly. The loss allowance is based on expected lifetime credit losses. To
measure the expected credit losses, trade receivables have been grouped based on the shared credit risk
characteristics and the days past due. The expected loss rates are based on the payment profiles of sales over a
period of five years before 30 June 2021 or 1 July 2020 respectively and the corresponding historical credit
losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-
looking information on macroeconomic factors affecting the ability of the customers to settle the receivables.
The amount of the loss allowance is the difference between the asset's carrying amount and the present value
of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the
original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of
discounting is immaterial.
The amount of any impairment loss is recognised in profit or loss within selling, general and administrative
expenses. When a trade receivable for which a loss allowance had been recognised becomes uncollectible in a
subsequent period, it is written off against the loss allowance account. Subsequent recoveries of amounts
previously written off are credited against selling, general and administrative expenses in profit or loss.
2.9 Goodwill
Goodwill represents the future economic benefits arising from a business combination that are not
individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment
losses. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or
changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment
losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the
entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made
to those cash-generating units or groups of cash-generating units that are expected to benefit from the
business combination in which the goodwill arose. The units or groups of units are identified at the lowest
level at which goodwill is monitored for internal management purposes, which is the operating segments.
2.10 Intangible assets
Intangible assets are stated at cost (or fair value if acquired in a business combination) and subsequently
carried at cost less accumulated amortisation and impairment losses. Intangible assets with definite lives are
amortised over their expected useful lives on a straight-line basis, as follows:
•
•
station contracts: 14 years
advertising contracts: 4.5 years
Amortisation expense is not reflected for intangible assets with indefinite lives such as trade names and the
Group annually tests these assets for impairment. Trade names are considered indefinite lived assets because
there is not a predetermined time when they will be no longer be of value. There is no residual value
recognised with regard to intangible assets subject to amortisation.
47
GTN Limited
For the year ended 30 June 2021
2.11 Property, plant and equipment
IT equipment, motor vehicles, aircraft and other equipment
IT equipment, motor vehicles, aircraft and other equipment (comprising furniture and fittings) are initially
recognised at acquisition cost or manufacturing cost, including any costs directly attributable to bringing the
assets to the location and condition necessary to be capable of operating in the manner intended by the
Group’s management.
IT equipment, motor vehicles, aircraft and other equipment are subsequently measured using the cost model,
cost less subsequent depreciation and impairment losses. An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
amount.
Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of
computer equipment, motor vehicles, aircraft and other equipment. The following useful lives are applied:
• computer equipment: 3-5 years
• motor vehicles: 7 years
• helicopters and fixed wing aircraft: 6-8 years
• helicopters engine rebuilds: 2-3 years
•
•
•
furniture, equipment and other: 5 years
recording, broadcasting and studio equipment: 5 years.
right of use assets: shorter of useful life or lease term
Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference
between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss
within other income or other expenses.
2.12 Leased assets
The Group leases various properties and equipment. Rental contracts are typically made for fixed periods of
one to five years but may have extension options as described below. Lease terms are negotiated on an
individual basis and contain a wide range of different terms and conditions. Contracts may contain both lease
and non-lease components and the Group applies the practical expedient per AASB 16.15 to not separate
these components out in the contract and are included in the liability in full.
Leases are recognised as a right of use asset and a corresponding liability at the date at which the leased asset
is available for use by the Group and are recognised on a present value basis. Each lease payment is allocated
between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as
to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The
right of use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line
basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that are based on an index or a rate
• amounts expected to be payable by the lessee under residual value guarantees
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
48
GTN Limited
For the year ended 30 June 2021
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
Extension and termination options are included in a number of property and equipment leases across the
Group. These terms are used to maximise operational flexibility of managing the contracts. The majority of
extension and termination options held are exercisable only by the Group and not by the respective lessor.
The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined,
or the Group’s incremental borrowing rate.
Right of use assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date, less any lease incentives received
• any initial direct costs, and
• restoration costs.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line
basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low-
value assets comprise of IT equipment and small items of office furniture and equipment.
2.13 Impairment testing of goodwill, other intangible assets and property, plant and
equipment
For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely
independent cash inflows (cash-generating units). As a result, some assets are tested individually for
impairment and some are tested at cash-generating unit level. Goodwill is allocated to those cash-generating
units that are expected to benefit from synergies of the related business combination and represent the lowest
level within the Group at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated (determined by the Group’s management as
equivalent to its operating segments) and trade names are tested for impairment at least annually. All other
individual assets or cash-generating units are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying
amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use.
To determine the value-in-use, management estimates expected future cash flows from each cash-generating
unit and determines a suitable discount rate in order to calculate the present value of those cash flows. The
data used for impairment testing procedures are directly linked to the Group’s latest approved budget,
adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount
factors are determined individually for each cash-generating unit and reflect management’s assessment of
respective risk profiles, such as market and asset-specific risks factors.
Impairment losses for cash-generating units reduce first the carrying amount of any goodwill allocated to that
cash-generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash-
generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an
impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash-
generating unit’s recoverable amount exceeds its carrying amount.
49
GTN Limited
For the year ended 30 June 2021
2.14 Financial instruments
Recognition, initial measurement and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs,
except for those carried at fair value through profit or loss, which are measured initially at fair value.
Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and all substantial risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
General and specific borrowing costs that are directly attributable to the acquisition of a qualifying asset are
capitalised during the period of time that is required to complete and prepare the asset for its intended use or
sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their
intended use or sale.
Other borrowing costs are expensed in the period in which they are incurred.
Classification and subsequent measurement of financial assets
Financial assets are classified in the following measurement categories:
•
•
those to be measured subsequently at fair value (either through other comprehensive income or
loss or through profit and loss), and
those to be measured at amortised cost. Currently the Group only has one category of financial
instruments which is financial assets measured at amortised cost which includes cash and cash
equivalents, trade and other receivables. The measurement (other than impairment) did not change
on adoption of AASB 9. See Note 2.8 (Trade receivables).
The classification depends on the business model for managing the financial assets and the contractual terms
of the cash flows.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within selling, general and administrative expenses.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings and trade and other payables.
Financial liabilities are measured subsequently at amortised cost using the effective interest method.
All interest-related charges that are reported in profit or loss are included within finance costs.
Deferred loan costs relate to the costs related to the debt financing and are amortised using the effective
interest method over the life of the loan. Expense recognised related to the effective interest method is
recognised as a component of finance costs in the Group’s consolidated statement of profit or loss and other
comprehensive income. Any deferred loan costs outstanding upon repayment or refinancing of debt balances
are immediately expensed as a component of loss on refinancing.
50
GTN Limited
For the year ended 30 June 2021
2.15 Income taxes
Income tax expense for the period is the tax payable on the current period’s taxable income based on the
applicable tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences between the tax base of the asset and liabilities and their carrying amount in the
financial statements.
Deferred income taxes are calculated using the liability method on temporary differences between the
carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the
initial recognition of goodwill or on the initial recognition of an asset or liability unless the related transaction
is a business combination or affects tax or accounting profit. Deferred tax on temporary differences
associated with investments in subsidiaries is not provided if reversal of these temporary differences can be
controlled by the Group and it is probable that reversal will not occur in the foreseeable future.
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to
their respective period of realisation, provided they are enacted or substantively enacted by the end of the
reporting period.
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against
future taxable income, based on the Group’s forecast of future operating results which is adjusted for
significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit.
Deferred tax liabilities are always provided for in full.
Deferred tax assets and liabilities are offset only when the Group has a right and intention to set off tax assets
and liabilities from the same taxation authority.
Changes in deferred tax assets or liabilities are recognised as a component of income tax benefit or expense in
profit or loss, except where they relate to items that are recognised in other comprehensive income (such as
the revaluation of land) or directly in equity, in which case the related deferred tax is also recognised in other
comprehensive income or equity, respectively.
Tax consolidation legislation
GTN Limited and its wholly-owned Australian controlled subsidiaries have implemented the tax
consolidation legislation.
The head entity, GTN Limited, and the controlled subsidiaries in the tax consolidated group account for their
own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone taxpayer in its own right.
In addition to its own current and deferred tax amounts, GTN Limited also recognizes the current tax
liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed
from controlled subsidiaries in the tax consolidated group.
The subsidiaries also entered into a tax funding arrangement under which the wholly-owned entities fully
compensate GTN Limited for any current tax payable assumed and are compensated by GTN Limited for
any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are
transferred to GTN Limited under the tax consolidation legislation. The funding amounts are determined by
reference to the amounts recognized in the wholly-owned subsidiaries’ financial statements.
51
GTN Limited
For the year ended 30 June 2021
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice
from the head entity, which is issued as soon as practicable after the end of each financial year. The head
entity may also require payment of interim funding amounts to assist with its obligations to pay tax
instalments.
Assets or liabilities arising under tax funding agreements with tax consolidated subsidiaries are recognized as
amounts receivable or payable to other entities in the group.
Any difference between the amounts assumed and amounts receivable or payable under the tax funding
agreement are recognized as a contribution to (or distribution from) wholly-owned tax consolidated
subsidiaries.
2.16 Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term,
highly liquid investments that are readily convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
2.17 Employee Benefits
Short-term employee benefits
Short-term employee benefits are benefits, other than termination benefits, that are expected to be settled
wholly within twelve months after the end of the period in which the employees render the related service.
Examples of such benefits include wages and salaries, non-monetary benefits, annual leave and accumulating
sick leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid
when the liabilities are settled.
Other long-term employee benefits
The Group’s liabilities for long service leave is included in other long-term benefits when they are not
expected to be settled wholly within twelve months after the end of the period in which the employees render
the related service. They are measured at the present value of the expected future payments to be made to
employees. The expected future payments incorporate anticipated future wage and salary levels, experience of
employee departures and periods of service, and are discounted at rates determined by reference to market
yields at the end of the reporting period on high quality corporate bonds or government bonds for currencies
for which there is no deep market in such high quality corporate bonds, that have maturity dates that
approximate the timing of the estimated future cash outflows. Any re-measurements arising from experience
adjustments and changes in assumptions are recognised in profit or loss in the periods in which the changes
occur. The obligations are presented as current liabilities on the statement of financial position if the entity
does not have an unconditional right to defer settlement for at least 12 months after the reporting period
regardless of when the actual settlement is expected to occur.
2.18 Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade
and other payables are presented as current liabilities unless payment is not due within 12 months from the
reporting date.
52
GTN Limited
For the year ended 30 June 2021
2.19 Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding
any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares
outstanding during the financial year adjusted for bonus elements in ordinary shares issued during the year
and excluding treasury shares.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the amounts used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of additional ordinary shares that would have been
outstanding assuming the conversion of all dilutive potential ordinary shares.
2.20 Equity and reserves
Issued capital represents the fair value of shares that have been issued. Any transaction costs associated with
the issuing of shares are deducted from issued capital.
Other components of equity include the following:
• Foreign currency translation reserve – comprises foreign currency translation differences arising on
the translation of financial statements of the Company’s foreign entities into AUD.
• Equity based payments reserve – comprises the cumulative charge to the statement of profit or
loss and other comprehensive income for employee equity-settled equity-based remuneration.
• Common control reserve – represents difference between the fair value of the shares issued under
the initial public offering net of transaction costs, plus carried forward reserves and accumulated
losses and the book value of the total equity of the predecessor company.
Retained earnings include all current and prior period retained profits including those related to GTCR
Gridlock Holdings (Cayman), L.P, the predecessor company to GTN Limited.
2.21 Equity based remuneration
The Company operates equity-settled equity-based remuneration plans for certain of the Group’s employees.
All goods and services received in exchange for the grant of any equity-based payment are measured at their
fair values. Where employees are rewarded using equity-based payments, the fair values of employees’
services are determined indirectly by reference to the fair value of the equity instruments granted. This fair
value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example
profitability and sales growth targets and performance conditions).
All equity-settled equity-based remuneration is ultimately recognised as an expense in profit or loss with a
corresponding credit to equity-based payments reserve. If vesting periods or other vesting conditions apply,
the expense is allocated over the vesting period, based on the best available estimate of the number of equity
instruments expected to vest.
Non-market vesting conditions are included in assumptions about the number of equity instruments that are
expected to become exercisable. Estimates are subsequently revised if there is any indication that the number
of equity instruments expected to vest differs from previous estimates. Any cumulative adjustment prior to
vesting is recognised in the current period. No adjustment is made to any expense recognised in prior
periods if equity instruments ultimately exercised are different to that estimated on vesting.
53
GTN Limited
For the year ended 30 June 2021
Upon exercise of equity instruments, the proceeds received net of any directly attributable transaction costs
are allocated to issued capital.
2.22 Provisions, contingent liabilities and contingent assets
Provisions for legal disputes, onerous contracts or other claims are recognised when the Group has a present
legal or constructive obligation as a result of a past event, it is probable that an outflow of economic
resources will be required from the Group and amounts can be estimated reliably. Timing or amount of the
outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been
developed and implemented, and management has at least announced the plan’s main features to those
affected by it. Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with the
present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. Provisions are
discounted to their present values, where the time value of money is material.
Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the
obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related
provision.
No liability is recognised if an outflow of economic resources as a result of present obligation is not probable.
Such situations are disclosed as contingent liabilities, unless the outflow of resources is remote in which case
no liability is recognised.
2.23 Goods and services taxes (GST)
Revenues, expenses and assets are recognized net of any amount of associated GST, value added taxes
(VAT), Quebec sales tax (QST), harmonized sales tax (HST) and similar taxes.
Receivables and payables are stated inclusive of the amount of GST and related taxes receivable or payable.
The net amount of these taxes recoverable from, or payable to, the taxation authority is included in trade and
other payables in the balance sheet.
Cash flows are presented on a gross basis. The components of cash flows arising from investing or financing
activities which are recoverable from, or payable to the taxation authority, are presented as operating cash
flows.
2.24 Long-term prepaid affiliate contract
Long term prepayments of station compensation are accounted for as a financing arrangement whereby non-
cash interest income over the term of the contractual agreement is recognized based on an estimate of the
radio stations’ incremental borrowing rate with similar terms which will reduce over time as the prepayment is
amortised. Station compensation expense is also recognized over the contract period equal to the
prepayment amount plus the total non-cash interest income on a straight-line basis over the expected term of
the contract including renewal periods, if it is more likely than not the contract will be extended. Additional
54
GTN Limited
For the year ended 30 June 2021
station compensation expense over the contract period is recognized equal to any cash payments, including
an estimate of inflationary adjustments expected to be paid on a straight-line basis over the contract term.
2.25 Rounding of amounts
The Company is of a kind referred to in ASIC Corporations Instrument 2016/191, issued by the Australian
Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the financial statements.
Amounts in the financial statements have been rounded off in accordance with that instrument to the nearest
thousand dollars, or in certain cases, the nearest dollar.
2.26 Significant management judgement in applying accounting policies and estimation
uncertainty
When preparing the financial statements, management undertakes a number of judgements, estimates and
assumptions about the recognition and measurement of assets, liabilities, income and expenses.
Significant management estimates and judgements
The following are significant management judgements in applying the accounting policies of the Group that
have the most significant effect on the financial statements.
Recognition of deferred tax balances
The extent to which deferred tax balances are recognised is based on an assessment of the probability of the
Group’s future taxable income against which the deferred tax assets can be utilised or liabilities assessed. In
addition, significant judgement is required in assessing the impact of any legal or economic limits or
uncertainties in various tax jurisdictions. See Note 16 (Current and deferred tax assets and liabilities).
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit
based on expected future cash flows and uses an interest rate to discount them. Estimation uncertainty
relates to assumptions about future operating results and the determination of a suitable discount rate. See
Note 14 (Intangible assets).
Useful lives of depreciable assets
Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the
expected utility of the assets. Uncertainties in these estimates relate to technical obsolescence that may
change the utility of certain property, plant and equipment. See Note 15 (Property, plant and equipment).
Recoverability of long-term prepaid station compensation
Management reviews the recoverable amount of long-term prepaid station compensation at each reporting
period, analysing such factors as number of advertising spots received, market conditions for the advertising
spots, ratings of the stations, counter party risk (i.e. the financial viability of the provider of the advertising
spots and its ability to continue to meet its obligations) and other relevant factors to determine the
recoverability of long-term prepaid station compensation over its anticipated contractual term including
renewal periods, if it is more likely than not the contract will be extended. See Note 13 (Other assets).
Uncertain tax positions
Management determines the recognition and valuation of deferred tax assets and liabilities where there is
uncertainty over tax treatment. Under IFRIC 23, this requires determining the likelihood that a tax treatment
will be upheld by the relevant tax authorities assuming that position is examined by the tax authorities and the
tax authorities have full access to all the relevant facts and circumstances related to the tax position. Many tax
positions are complex, and management must use judgment as to what the ultimate outcome of a tax position
55
GTN Limited
For the year ended 30 June 2021
will be prior to filing returns or rulings from the relevant tax authorities. See Note 16 (Current and deferred tax
assets and liabilities).
Renewal options on leases
Whether to consider renewal options as part of the initial recognition of leases has a significant impact on
both the right of use asset and the lease liability since a longer initial lease period increases both the right of
use asset and lease liability, sometimes materially based on the lease payments and length of the renewal
option. Management exercises judgement as to whether a lease renewal option is reasonably certain to be
exercised given the determination must be made at the commencement of the lease even though the renewal
option period may not occur for a number of years in the future. See Note 20 (Financial liabilities).
Appropriate discount rate on lease liabilities
The appropriate discount rate for leases recognized as liabilities impacts both the initial lease liability and the
initial recognition of the related right of use asset. Since leases rarely contain a proscribed interest rate as
other financial liabilities, management must determine the appropriate discount rate. The discount rate
utilized by management has approximated the interest rate on the Group’s bank facility. Management
believes this is appropriate due to the Group’s low leverage (implying the ability to borrow additional funds)
and, up until the refinancing in May 2020, the ability to access an unused $15 million credit line. See Note 20
(Financial liabilities).
2.27 Parent Entity financial information
The financial information for the Parent Entity, GTN Limited disclosed in Note 27 (Parent Entity information)
has been prepared on the same basis as the consolidated financial statements except as set out below.
Investment in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of GTN Limited. Dividends
received are recognized when the right to receive the dividend is established.
2.28 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker.
2.29 Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at
the discretion of the Company, on or before the end of the reporting period but not distributed at the end of
the reporting period.
2.30 COVID-19 pandemic impact
On 11 March 2020, the World Health Organisation declared COVID-19 as a pandemic. As at the date of the
financial report the pandemic is ongoing. The outbreak and the response of governments in dealing with the
pandemic is interfering with general activity levels within the community, the economy and the operations of
the Group’s business.
The COVID-19 pandemic has had a material negative impact on the Group’s business in all of its operating
regions, including a decrease in Group revenue of 57% in fourth fiscal quarter 2020. Due to the fixed cost
nature of the Group’s business, management believes costs cannot be reduced sufficiently to generate
profitability should revenue remain at the levels experienced during fourth fiscal quarter 2020. The largest
fixed cost for the Group is station compensation, which is payments to radio and television stations to
provide the spot inventory which is virtually the Group’s sole source of revenue.
56
GTN Limited
For the year ended 30 June 2021
During fiscal 2021 revenue decreased 11% compared to fiscal 2020 which was a significant improvement
compared to fourth fiscal quarter 2020. The Group was able to achieve positive EBITDA, Adjusted
EBITDA and NPATA for fiscal 2021. However, the Group’s revenue and profitability continue to be
significantly impacted by the COVID-19 pandemic, especially lockdowns and other government actions
designed to deal with flare-ups of the virus and the related reduction in business activity during such periods.
While the Group does not anticipate that such activities will have as large an impact as when the COVID-19
pandemic commenced, it is not possible to assure that this will not be so in the future. The Group’s business
continues to be a primarily fixed cost model, so that revenue decreases will likely have significant negative
impacts on profitability.
Because of this, the Group has focused on conserving cash in order to be able to “ride out” the COVID-19
pandemic while reducing debt. At 30 June 2021 the Group had cash and cash equivalents of $49.4 million and
net debt (debt less cash balances) of $3.8 million and had repaid $10 million of the bank debt facility during
the period. Part of this strategy included eliminating the payment of dividends and the cancelling of the share
repurchase. In addition, the Group modified the existing credit facility to revise the financial covenants to
help assure that the Group would remain in compliance with its debt facility. The covenants revert back to
the original covenants for the period ending 31 December 2021. A covenant default gives the lender the
ability to accelerate the repayment of the debt facility even in the scenario where all scheduled debt service
has been made on time and when due. The Group was in compliance with its financial covenants for all
periods during FY 2021.
While the Group anticipates continuing to be in compliance with its bank debt facility, it believes even if
there should be future covenant breaches due to COVID-19 pandemic related operating performance, that it
is unlikely the bank will accelerate payment of the bank debt facility, which would be its prerogative under the
loan agreement. Some of the reason for this conclusion are as follows:
• The lender extended the loan until 30 September 2023 (which was set to expire in February 2021) in
May 2020, which was after the COVID-19 pandemic started to have significant negative impact on
the Group’s performance,
• The lender extended over $21 million in new funds at that time to pay off its co-lender in order to
become sole lender to the Group,
• The projections provided to the lender indicated the possibility of covenant defaults while having
sufficient funds to continue to operate the Group,
• The modification of the financial covenants from 31 December 2020 to 30 September 2021 to help
assure the Group would remain in compliance with the debt facility,
• The Group having sufficient cash on hand to meet its debt service obligations absent an acceleration
of the principal balance of the debt,
• The Group’s low level of net debt which reduces the lender’s risk, and
• Repeated assurances from the lender of its intention to work with the Group through this difficult
period.
However, there can be no assurances should there be a covenant default that the bank facility will not be
terminated early, and the loan be required to be repaid prior to 30 September 2023. In such a scenario, it
would be extremely difficult to find a suitable replacement lender on terms that the Group finds acceptable,
or even at all and the Company may be unable to raise sufficient additional equity or sell enough Group assets
to satisfy its outstanding debt obligations.
Based on the factors noted above, the Directors have determined that the financial report should be prepared
on a going concern basis. Whilst the estimated potential impact of the COVID-19 pandemic on the future
operations of the Group has been taken into account in preparing the financial statements, the scale and
duration of the pandemic and impact on the Group’s operations remain inherently uncertain.
57
GTN Limited
For the year ended 30 June 2021
3
Changes in accounting policies
3.1 New and revised standards that are effective for these financial statements
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The
adoption of these Accounting Standards and Interpretations did not have any significant impact on the
financial performance or position of the Group.
3.2 Accounting Standards issued but not yet effective and not adopted early by the
Group
At the date of authorisation of these financial statements, certain new standards, amendments and
interpretations to existing standards have been published but are not yet effective and have not been adopted
early by the Group. Management anticipates that all of the relevant pronouncements will be adopted in the
Group’s accounting policies for the first period beginning after the effective date of the pronouncement.
There are no standards that are not yet effective and that would be expected to have a material impact on the
entity in the current or future reporting periods and on foreseeable future transactions.
Financial risk management
4
The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest
rate risk), credit risk and liquidity risk. The Group's overall risk management program seeks to minimise
potential adverse effects on the financial performance of the Group. The Group has used derivative financial
instruments to manage interest rate risk exposures on borrowings.
Risk management is carried out by the senior management team with oversight from the Audit and Risk
Committee and the Board. The senior management team identifies, evaluates, reports and manages financial
risks in close co-operation with the Group's operating units in accordance with the Board policy.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Trade and other receivables
Financial liabilities
Trade and other payables
Interest bearing liabilities
2021
$’000
49,376
31,003
80,379
33,057
52,975
86,032
2020
$’000
57,040
19,910
76,950
30,948
64,293
95,241
(a) Market risk
Market risk is the risk that the fair value or future cash flows of a financial asset or financial liability will
fluctuate because of changes in market prices. Market risk comprises interest rate risk and foreign exchange
risk.
58
GTN Limited
For the year ended 30 June 2021
(i) Cash flow and fair value interest rate risk
The Group's main interest rate risk arises from long term borrowings and cash. Borrowings issued at variable
rates expose the Group to cash flow interest rate risk. The Group has previously utilized fixed rate interest
rate swaps and interest rate collars to manage interest rate risk. Currently all the Group’s outstanding debt is
floating based on one-month BBSY and none of the debt is subject to derivatives.
As at the end of the reporting period, the Group had the following variable rate cash and borrowings
outstanding:
Cash and cash equivalents
Borrowings
Net exposure to cash flow interest rate risk
2021
2020
Weighted
average
interest rate
%
0.16%
3.20%
Weighted
average
interest rate
%
0.46%
4.52%
Balance
$’000
49,376
(50,000)
(624)
Balance
$’000
57,040
(60,000)
(2,960)
An official increase/decrease in interest rates of 100 (2020: 100) basis points would have favourable/adverse
effect on profit before tax of $6 thousand (2020: favourable/adverse $30 thousand) per annum.
(ii) Foreign currency risk
Exposures to currency exchange rates arise from the sales and purchases by its subsidiaries that are
denominated in currencies other than the subsidiaries’ functional currency.
The Group does not enter into forward exchange contracts to mitigate the exposure to foreign currency risk.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are
disclosed below. The amounts shown are those reported to key management translated into AUD at the
closing rate:
Short Term Exposure
Long Term Exposure
USD
$’000
GBP
$’000
CAD
$’000
BRL
$’000
Other
$’000
USD
$’000
GBP
$’000
CAD
$’000
BRL
$’000
30 June 2021
Financial assets
3,946
28,877
16,186
1,360
Financial liabilities
(839)
(7,653)
(4,422)
(1,628)
Total exposure
3,107
21,224
11,764
(268)
30 June 2020
Financial assets
5,008
22,286
16,978
1,363
Financial liabilities
(462)
(4,607)
(4,069)
(1,950)
Total exposure
4,546
17,679
12,909
(587)
34
(81)
(47)
53
(61)
(8)
-
-
-
-
-
-
-
(584)
(584)
-
(729)
(729)
-
(368)
(368)
-
(690)
(690)
-
(225)
(225)
-
(185)
(185)
There are no material transactions of subsidiary entities made in currencies other than the functional currency
of the subsidiary. Therefore, no sensitivity analysis on foreign currencies affecting profit or loss has been
prepared.
(b) Credit risk
Credit risk is the risk that a contracting entity will not complete its obligations under a financial instrument
and cause a financial loss. The Group has exposures to credit risk on cash and cash equivalents and
receivables. The maximum exposure to credit risk is based on the total value of our financial assets net of any
loss allowance.
59
GTN Limited
For the year ended 30 June 2021
Ongoing credit evaluation is performed on the financial condition of customers and, where appropriate, a
loss allowance is raised. The Group applies the simplified approach to measuring expected credit losses,
which uses a lifetime expected loss allowance for all trade receivables (see Note 2.8 (Trade receivables)). Debtor
write-offs have historically been immaterial.
The Company's policy is to engage major financial institutions to provide financial facilities to the Group,
thereby minimising credit risk on cash deposits. The Group does not have any cash balances instruments
with any financial institution rated below “A”.
(c) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial
liabilities.
Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an
adequate amount of committed credit facilities, and the ability to refinance borrowings.
(i) Financing arrangement
The Group did not have undrawn borrowing facilities at the end of the reporting period.
Total facilities
Bank loan facility
Used at balance date
Bank loan facility
Unused at balance date
Bank loan facility
(ii) Maturities of financial liabilities
Contractual maturities of financial liabilities
2021
$’000
2020
$’000
50,000
60,000
50,000
60,000
-
-
Within
1 year
$’000
Between
1 and 2
years
$’000
Between
2 and 5
years
$’000
Over
5 years
$’000
Total
contractual
cash flows
$’000
Carrying
Amount
(assets)/
liabilities
$’000
At 30 June 2021
Non-derivatives
Non-interest bearing
Trade and other payables
32,988
-
69
Interest bearing
Bank loans (1)(2)
Leases (1)
Total
1,695
1,463
36,146
1,695
1,151
2,846
52,122
764
52,955
-
-
-
-
33,057
33,057
55,512
3,378
91,947
49,825
3,150
86,032
(1) Cash flows include an estimate of future contractual payments of interest
(2) Carrying amounts are net of capitalized transaction costs
60
GTN Limited
For the year ended 30 June 2021
At 30 June 2020
Non-derivatives
Non-interest bearing
Within
1 year
Between
1 and 2
years
Between
2 and 5
years
Over
5 years
Total
contractual
cash flows
Carrying
Amount
(assets)/
Liabilities
$’000
$’000
$’000
$’000
$’000
$’000
Trade and other payables
30,874
-
74
Interest bearing
Bank loans (1)(2)
Leases (1)
Total
1,584
1,677
34,135
1,584
1,372
2,956
61,983
1,740
63,797
(1) Cash flows include an estimate of future contractual payments of interest
(2) Carrying amounts are net of capitalized transaction costs
-
-
-
-
30,948
30,948
65,151
4,789
100,888
59,810
4,483
95,241
(d) Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement
or for disclosure purposes.
(i) Valuation techniques used to determine fair values
Specific valuation techniques used to value financial instruments include:
● use of quoted market prices or dealer quotes for similar instruments
●for other financial instruments a discounted cash flow analysis
All of the resulting fair value estimates are included in level 2. Level 2 estimates involve inputs other than
quoted prices in active markets for identical assets and liabilities that are observable either directly or
indirectly for substantially the full term of the asset or liability.
Capital Management
5
Risk management
The Group’s objectives when managing capital are to
(i) safeguard its ability to continue as a going concern so it can continue to provide returns to the
shareholders and
(ii) maintain an optimal capital structure to reduce the cost of capital.
In order to accomplish these goals, the Group has entered into a secured bank loan. Under the terms of the
loan, the borrowers are required to comply with the following financial covenants:
(a) Minimum cash balance of at least $20 million ($30 million less permanent reductions of
outstanding principal ($10 million)) (actual $49.4 million)
(b) Minimum EBITDA for the period October 1, 2020 to June 30, 2021 of $8.4 million
(actual $17.3 million). The definition of EBITDA for the loan agreement differs from
that of EBITDA or Adjusted EBITDA used elsewhere in the financial report.
The borrowers were in compliance with these and all other requirements of the loan for all periods presented.
The Group targets to have a maximum total gearing ratio (“TGR”) of less than 2.0x but does not target a
minimum TGR.
61
GTN Limited
For the year ended 30 June 2021
6
Interests in subsidiaries
Set out below details of the subsidiaries held directly and indirectly by the Company:
Name of the
Subsidiary
Country of Incorporation &
Principal Place of Business
GTN Holdings Pty Limited (“LuxCo 1”)
Australia (NSW)
GTN US Holdco, Inc. (‘US Hold Co”)
Global Traffic Network, Inc. (“GTN”)
United States (Delaware) (1)
United States (Nevada) (1)
Gridlock Holdings (Australia) Pty Limited (“Aus Hold
Co”)
Australia (NSW)
The Australia Traffic Network Pty Limited (“ATN”)
Australia (NSW)
GTN Management, Inc. (“US Management Co”)
United States (Delaware)
GTCR Gridlock International (Luxembourg) S.a r.l.
(“LuxCo 2”)
Luxembourg
Canadian Traffic Network ULC (“CTN”)
Canada (Alberta)
GTN Holdings (UK) Limited (“UK Hold Co”)
United Kingdom (England &
Wales)
Global Traffic Network (UK) Commercial Limited
(“UK Commercial”)
United Kingdom (England &
Wales)
Global Traffic Network (UK) Limited (“UKTN”)
United Kingdom (England &
Wales)
GTCR Gridlock Holdings (Brazil) S.a r.l. (“LuxCo 3”) Luxembourg
BTN Informacao do Transito E Servicos Aereos
Especializados Ltda (“BTN”)
Brazil
Proportion of Ownership
Interests Held by the
Company
30-June-2021 30-June-2020
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Global Story Network LLC (“GSN”)
United States (Delaware)
100%
100%
(1) Resident of Australia for tax purposes but still subject to U.S. taxes. Principal place of business
Australia.
7
Revenue and other income
Revenue from contracts with customers
Sale of advertising commercials – net of agency commissions and taxes
recognized over time
Other income
Interest on bank deposits
2021
$’000
2020
$’000
143,341
143,341
160,940
160,940
87
87
252
252
Interest income on long-term prepaid affiliate contract
8,150
8,242
Gain on forgiveness of lease payments due
161
52
See Note 29 (Segment information) for the geographical allocation of the Group’s revenue.
62
GTN Limited
For the year ended 30 June 2021
8
Expenses
Profit/(loss) before income tax includes the following specific
expenses:
Employee benefits expense
2021
$’000
2020
$’000
34,527
40,372
Defined contribution superannuation expenses
921
1,054
Amortisation and depreciation
10,820
11,771
Finance costs - bank loan and line of credit
1,848
2,722
Finance costs - leases
Rental expenses relating to short-term and low value leases
Foreign exchange loss on intercompany loans within the group
154
668
22
188
712
72
Income tax expense
9
The major components of tax expense and the reconciliation of the expected tax expense based on the
statutory tax rate at 30% (2020: 30%) and the reported tax expense in profit or loss are as follows:
Profit (loss) before income tax
Tax rate: 30% (2020: 30%)
Taxes on foreign earnings
Tax effect of permanent differences
(Recognition of previously unrecognised tax losses)/ unrecognized tax
losses
State taxes
Over-provision for income tax in prior year
Benefit from carry back provisions of United States CARES Act
Impact of tax rate changes
Other
Income tax expense (benefit)
2021
$’000
1,424
427
225
446
429
1
(73)
-
189
(131)
1,513
2020
$’000
(648)
(194)
285
36
(430)
3
536
(1,620)
-
417
(967)
One of the provisions of the CARES Act (part of the U.S. government’s response to the COVID-19
pandemic) was to allow for the carry back of losses to previous tax periods. Prior to the lowering of the
United States corporates tax rate from 35% to 21%, the Group paid taxes in the United States on its Australia
earnings because the Australian corporate tax rate of 30% was lower than the Unites States corporate tax rate.
Under the CARES Act, the Group was able to offset losses that occurred subsequent to the tax rate change
against the previously taxed income and request a refund based on the revised tax liability.
63
GTN Limited
For the year ended 30 June 2021
Expense
Current
Deferred
Income tax (benefit) expense
Other comprehensive income
Current
Deferred
2021
$’000
1,136
377
1,513
-
-
-
2020
$’000
(1,020)
53
967
-
-
-
The recognition of deferred tax assets is limited to the extent that the Group anticipates making sufficient
taxable profits in the future to absorb the reversal of the underlying timing differences. The Group has an
unrecognised deferred tax asset of $18,360 thousand (2020: $20,748 thousand) in relation to the tax losses
and deductible temporary differences as management does not anticipate the Group will make sufficient
taxable profits in the foreseeable future to utilise this asset. The net operating losses that have not been
recognized do not expire.
10 Auditor’s remuneration
Auditor remuneration details are as follows:
PricewaterhouseCoopers Australia
Audit and other assurance services
Auditors of the Group:
Audit and review of financial statements
Remuneration from audit and other assurance services
Taxation services
Auditors of the Group:
Tax compliance
Remuneration for taxation services
Total remuneration of PricewaterhouseCoopers Australia
Network firms of PricewaterhouseCoopers Australia
Audit and other assurance services
Auditors of the Group:
Audit and review of financial statements
Remuneration from audit and other assurance services
Taxation services
Auditors of the Group:
Tax compliance
Remuneration for taxation services
Total remuneration of network firms of PricewaterhouseCoopers
Total auditor’s remuneration – PricewaterhouseCoopers
64
2021
$
2020
$
-
-
N/A
N/A
N/A
-
-
N/A
N/A
N/A
N/A
119,780
119,780
79,419
79,419
199,199
7,098
7,098
274,330
274,330
281,428
480,627
GTN Limited
For the year ended 30 June 2021
Grant Thornton
Audit and other assurance services
Auditors of the Group:
Audit and review of financial statements
Remuneration from audit and other assurance services
2021
$
2020
$
378,492
378,492
295,000
295,000
Total remuneration of Grant Thornton
378,492
295,000
Network firms of Grant Thornton
Audit and other assurance services
Auditors of the Group:
Audit and review of financial statements
Remuneration from audit and other assurance services
119,679
119,679
117,365
117,365
Total remuneration of network firms of Grant Thornton
119,679
117,365
Total auditor’s remuneration – Grant Thornton
498,171
412,365
The Company changed auditors from PricewaterhouseCoopers to Grant Thornton subsequent to the fiscal
2020 half-year review. PricewaterhouseCoopers continues to provide taxation services to the Group. The
amounts above related to taxation services for fiscal 2020 are for the entire fiscal year, including services
provided subsequent to the appointment of Grant Thornton as the Company’s auditor. Fees paid to
PricewaterhouseCoopers for taxation services for 2021 are not included since PricewaterhouseCoopers did
not provide any audit services during the period.
11 Cash and cash equivalents
Cash and cash equivalents consist the following:
Cash at bank and in hand:
Cash at bank and in hand
Short term deposits
Cash and cash equivalents
12 Trade and other receivables
Trade and other receivables consist of the following:
Trade receivables
Loss allowance
Trade receivables
65
2021
$’000
40,328
9,048
49,376
2021
$’000
32,008
(1,005)
31,003
2020
$’000
48,001
9,039
57,040
2020
$’000
20,912
(1,002)
19,910
GTN Limited
For the year ended 30 June 2021
All amounts are short-term. The net carrying value of trade receivables is considered a reasonable
approximation of fair value.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method, less loss allowance. A loss allowance of $0 (2020: $432 thousand) has been
recorded within selling, general and administrative expenses.
The movement in the loss allowance can be reconciled as follows:
Balance 1 July
Amounts written off (uncollectable)
Translation differences
Impairment loss
Balance 30 June
2021
$’000
(1,002)
4
(7)
-
2020
$’000
(718)
148
-
(432)
(1,005)
(1,002)
At 30 June 2021
Expected loss rate
Current
Not more
than 3
months
past due
More than
3 months
past due
Total
$’000
$’000
$’000
$’000
-%*
-%*
37%
3%
Gross carrying amount – trade
receivables
Loss allowance
27,612
1,701
2,695
32,008
-
-
1,005
1,005
*Less than 1%. The expected loss rate on receivables not more than three months past due is less than one percent
which is materially consistent with historical amounts written off.
Current
Not more
than 3
months
past due
More than
3 months
past due
Total
$’000
$’000
$’000
$’000
-%*
-%*
17%
5%
At 30 June 2020
Expected loss rate
Gross carrying amount – trade
receivables
Loss allowance
13,793
1,206
5,913
20,912
-
-
1,002
1,002
*Less than 1%. The expected loss rate on receivables not more than three months past due is less than one percent
which is materially consistent with historical amounts written off.
66
GTN Limited
For the year ended 30 June 2021
13 Other assets
Other assets reflected on the consolidated statement of financial position consist of the following:
Current
Prepaid station affiliate contracts(i)
Prepaids and other current assets
Non-Current
Prepaid station affiliate contract(i)
Other assets
2021
$’000
1,466
1,236
2,702
93,472
264
93,736
2020
$’000
1,526
1,330
2,856
94,725
263
94,988
(i) ATN made a $100 million prepayment of station compensation to a radio station group in February 2016.
This is being accounted for as a financing arrangement whereby ATN will record non-cash interest income
over the term of the contractual agreement, based on an estimate of radio station group’s incremental
borrowing rate with similar terms (estimated to be 8.5% per annum), which will reduce over time as the
prepayment is amortised. ATN will also record station compensation expense over the contract period equal
to the $100 million prepayment plus the total non-cash interest income, which will be recognised on a
straight-line basis over the 30-year contract term. ATN will make annual recurring cash payments
commencing on 1 February 2017 of $2.75 million payable on a monthly basis that will be indexed by the
lower of CPI and 2.5%. ATN will record an additional station compensation expense over the contract
period equal to the total recurring indexed cash payments, which will be recognised straight line over the 30-
year contract term.
Intangible assets
14
Detail of the Group’s intangible assets and their carrying amounts are as follows:
Goodwill
Trade names
Station
contracts
Advertising
contracts
$’000
$’000
$’000
$’000
95,998
618
96,616
12,513
50
12,563
88,461
353
88,814
65,599
259
65,858
Total
$’000
166,573
662
167,235
Gross carrying amount
Balance at 1 July 2020
Net exchange differences
Balance at 30 June 2021
Amortisation
Balance at 1 July 2020
Amortisation
Net exchange differences
Balance at 30 June 2021
-
-
-
-
-
-
-
-
Carrying amount 30 June 2021
96,616
12,563
Gross carrying amount
Balance at 1 July 2019
Net exchange differences
Balance at 30 June 2020
Amortisation
Balance at 1 July 2019
Amortisation
Net exchange differences
Balance at 30 June 2020
96,179
(181)
95,998
12,553
(40)
12,513
-
-
-
-
-
-
-
-
Carrying amount 30 June 2020
95,998
12,513
67
(55,288)
(65,599)
(120,887)
(6,303)
(261)
(61,852)
26,962
88,744
(283)
88,461
(49,125)
(6,383)
220
(55,288)
33,173
-
(259)
(6,303)
(520)
(65,858)
(127,710)
-
39,525
65,808
(209)
65,599
167,105
(532)
166,573
(65,808)
(114,933)
-
209
(6,383)
429
(65,599)
(120,887)
-
45,686
GTN Limited
For the year ended 30 June 2021
The Group expects to either renew or replace its advertiser contracts and renew its station contracts beyond
their expected life. Amortisation expense for the years ended 30 June 2021 and 30 June 2020 was $6,303
thousand and $6,383 thousand, respectively.
Due to the long term and indefinite nature of goodwill and trade names, amortisation expense is not reflected
and the Group annually reviews goodwill and trade names for impairment.
Impairment testing
For the purpose of annual impairment testing, goodwill and trade names are allocated to the following cash-
generating units, which are the units expected to benefit from the synergies of the business combinations in
which the goodwill and trade names pertain.
Australia
Canada
United Kingdom
2021
$’000
96,112
4,047
9,020
2020
$’000
95,721
4,015
8,775
Goodwill and trade names allocation at 30 June
109,179
108,511
The recoverable amounts of the cash-generating units were determined based on value-in-use calculations,
covering a detailed five-year forecast, followed by an extrapolation of expected cash flows for the units’
remaining useful lives using the growth rates determined by management. The present value of the expected
cash flows of each segment is determined by applying a suitable discount rate.
Growth rates and discount rates used in calculations:
Australia
Canada
United Kingdom
Australia
Canada
United Kingdom
*Not applicable – initial year negative
Discount Rates
2021
Post-Tax
10.1%
10.6%
10.5%
2020
Post-Tax
9.8%
10.3%
10.2%
Average Growth Rates
Revenue
EBITDA
2021
8%
10%
2%
2020
6%
12%
3%
2021
29%
73%
(2)%
2020
27%
N/A*
4%
Growth rates
The growth rates reflect lower than the historic revenue growth rate of respective cash-generating units in the
local currency of the respective units. Expenses are then estimated based on a projected growth rate if fixed
in nature or in relation to revenue if variable. The base year for each calculation is the Group’s approved
internal budget for the coming fiscal year. The long-term growth rate utilized was 1%.
The growth rates assume a continued recovery in the Group’s markets and an eventual recovery to pre-
COVID 19 pandemic revenue levels. Should the growth rates for the projection be measured from 30 June
2019 (the last fiscal year without COVID impact) the seven-year growth rates would be as follows:
68
GTN Limited
For the year ended 30 June 2021
Average Growth Rates
Revenue
EBITDA
2021
1%
2%
1%
2021
1%
8%
(3)%
Australia
Canada
United Kingdom
Discount rates
The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each
unit.
During the year ending 30 June 2020, the Group had an independent assessment of the CGU values. This
valuation was completed prior to the outbreak of COVID. The discount rates for FY 2020 have been
updated to be consistent with the rates used in the valuation. The discount rates have been updated for FY
2021 to reflect the current capital structures of the CGU’s.
Cash flow assumptions
The calculations use cash flow projections based on financial budgets approved by management covering a
five-year period. Cash flows beyond the five-year period assume a 1% long term growth rate which
management does not believe exceeds the long-term average growth rates for the industry in which each
CGU operates.
Sensitivity Analysis
Based on management’s assessment there are no reasonably possible scenarios that result in an impairment
charge for the Canadian and United Kingdom CGUs.
For the Australian CGU, given the public health order in place in Greater Sydney at 30 June 2021,
management has run various scenarios to assess the impact on the headroom and possible impairments which
may be indicated:
- Scenario 1: increasing the WACC to 11.6% would not give rise to an impairment.
- Scenario 2: decreasing forecast revenues by 25% for August to December 2021 would not give rise to an
impairment.
- Scenario 3: increasing the WACC to 11.6% and decreasing forecast revenues by 25% for August to
December 2021 results in the recoverable amount of the CGU exceeding the carrying amount by
approximately $0.3 million.
- Scenario 4: using a WACC of 11.6% and decreasing forecast revenues by 30% for August to December
2021 would give rise to an impairment of approximately $0.7 million.
Significant estimate: Impact of possible changes in key assumptions
The COVID-19 pandemic has had an impact on the Group’s revenue that was beyond what could have been
reasonably anticipated. The projections used for impairment testing assume that the Group’s markets
operating performance will return to pre-COVID-19 pandemic levels in the future. Should the impact of the
COVID-19 pandemic or a similar disruption extend beyond management’s estimate or become more
pronounced than the current impact it could render the assumptions of the impairment testing invalid.
69
GTN Limited
For the year ended 30 June 2021
Management is not currently aware of any other reasonably possible changes in key assumptions that would
result in impairment.
15 Property, plant and equipment
Details of the Group’s property, plant and equipment and their carrying amount are as follows:
Helicopters
and fixed wing
aircraft
Recording,
broadcasting
and studio
equipment
Furniture,
equipment and
other
Right of use
assets – real
property
leases
$’000
$’000
$’000
$’000
Gross carrying amount
Balance 1 July 2020
Additions during period
Disposals
Net exchange differences
Balance 30 June 2021
Depreciation and impairment
Balance 1 July 2020
Disposals
Net exchange differences
Depreciation
Balance 30 June 2021
Carrying amount 30 June 2021
25,413
1,912
-
196
27,521
(20,762)
-
(235)
(2,536)
(23,533)
3,988
981
3
-
3
987
(814)
-
(4)
(55)
(873)
114
2,793
250
-
20
3,063
(2,028)
-
(24)
(367)
(2,419)
644
Total
$’000
35,629
2,475
(211)
280
38,173
6,442
310
(211)
61
6,602
(2,167)
(25,771)
143
(44)
(1,559)
(3,627)
2,975
143
(307)
(4,517)
(30,452)
7,721
Helicopters
and fixed wing
aircraft
Recording,
broadcasting
and studio
equipment
Furniture,
equipment and
other
Right of use
assets – real
property
leases
$’000
$’000
$’000
$’000
Gross carrying amount
Balance 1 July 2019
Additions during period
Disposals
Net exchange differences
Balance 30 June 2020
Depreciation and impairment
Balance 1 July 2019
Disposals
Net exchange differences
Depreciation
Balance 30 June 2020
Carrying amount 30 June 2020
25,279
2,559
-
(2,425)
25,413
(19,244)
-
1,722
(3,240)
(20,762)
4,651
1,016
36
-
(71)
981
(766)
-
31
(79)
(814)
167
2,434
536
-
(177)
2,793
(1,729)
-
79
(378)
(2,028)
765
4,806
2,852
(757)
(459)
6,442
(1,337)
663
198
(1,691)
(2,167)
4,275
Total
$’000
33,535
5,983
(757)
(3,132)
35,629
(23,076)
663
2,030
(5,388)
(25,771)
9,858
16 Current and deferred tax assets and liabilities
Current taxes can be summarised as follows:
Current tax assets
2021
$’000
4,894
2020
$’000
6,700
70
GTN Limited
For the year ended 30 June 2021
Current tax liabilities
Net current tax assets/(liabilities)
(149)
4,745
-
6,700
Deferred taxes arising from temporary differences can be summarised as follows:
Deferred Tax Assets
1 July 2020
Recognised in
Profit
and Loss
30 June 2021
$’000
$’000
$’000
Annual leave accrual
Long service leave provision
Audit accrual
Superannuation accrued
Allowance for doubtful debts
Leases
Fringe benefit tax
Fixed asset depreciation
Net tax losses
295
346
111
23
204
38
-
1,684
4,011
6,712
40
12
(7)
(10)
-
5
49
480
(119)
450
Set-off of deferred tax liabilities
pursuant to set-off provisions
Net deferred tax assets
(2,443)
4,269
335
358
104
13
204
43
49
2,164
3,892
7,162
(2,305)
4,857
Deferred Tax Liabilities
1 July 2020
Recognised
in Profit
and Loss
30 June 2021
$’000
$’000
$’000
Intangibles
Prepaid expenses
Other
Set-off of deferred tax assets
pursuant to set-off provisions
Net deferred tax liabilities
12,949
9,832
6
22,787
(2,443)
20,344
(1,567)
2,400
(6)
827
11,382
12,232
-
23,614
(2,305)
21,309
Deferred tax assets consist of:
Current
Non-current
Deferred tax liabilities consist of:
Current
Non-current
2021
$’000
2020
$’000
927
5,785
6,712
-
22,787
22,787
1,025
6,137
7,162
-
23,614
23,614
71
GTN Limited
For the year ended 30 June 2021
Recognized deferred tax assets relate primarily to the Group’s CTN subsidiary. Prior to the COVID-19
pandemic, CTN generated sufficient taxable income in fiscal years 2016 through 2019 to utilize a significant
portion of the deferred tax asset and the Group forecasts that it will resume generating sufficient taxable
income in the future to fully utilize the deferred tax asset.
The Group had a franking balance of $222 thousand and $76 thousand at 30 June 2021 and 2020,
respectively.
17 Trade and other payables
Trade and other payables recognised consist of the following:
Current
Trade payables
Accrued payroll expenses
Accrued expenses and other liabilities
Non-current
Other
2021
$’000
16,920
4,872
11,196
32,988
2020
$’000
19,421
3,163
8,290
30,874
69
69
74
74
All current amounts are short-term. The carrying values of trade payables and other payables are considered
to be a reasonable approximation of fair value.
Goods and services, sales and value added taxes, which are charged by vendors to operating subsidiaries in
Australia, Canada and United Kingdom are included in trade payables until paid. The net amount of goods
and services, sales and value added tax payable (after deduction of amounts paid to vendors of the Group) is
included as a component of trade and other payables on the consolidated statement of financial position.
18 Provisions
Current
Long service leave provision
Non-Current
Long service leave provision
Lease restoration
2021
$’000
987
987
207
196
403
2020
$’000
932
932
222
194
416
1,390
1,348
The current portion of the long service leave provision includes all amounts that are either unconditional or
scheduled to become unconditional within 12 months. The entire amount of the unconditional and scheduled
to become unconditional long service leave are presented as current since the Group does not have the
unconditional right to defer settlement. However, based on past experience the Group does not expect all
employees to take the full amount of their long service leave or require payment within the next 12 months.
72
GTN Limited
For the year ended 30 June 2021
The Group has an obligation to restore certain of its leased premises back to their original condition at the
end of their respective leases. As of 30 June 2021 and 30 June 2020, the Group had a liability of $196
thousand and $194 thousand, respectively, accrued which it anticipates to be the amount required to restore
the premises at the end of the leases.
19 Contract liabilities
Contract liabilities
Balance 1 July
Additions during period
Earned during period
Net exchange differences
Balance 30 June
2021
$’000
1,000
1,000
2021
$’000
1,266
797
(1,079)
16
1,000
2020
$’000
1,266
1,266
2020
$’000
534
1,231
(377)
(122)
1,266
Payments received or amounts invoiced in advance are deferred until earned and such amounts are included
as a component of contract liabilities.
20
Financial liabilities
Current
Current portion of long-term debt
Current portion of leases
Non-current
Long-term debt, less current portion
Leases, less current portion
2021
$’000
-
1,286
1,286
49,825
1,864
51,689
2020
$’000
-
1,525
1,525
59,810
2,958
62,768
On 22 May 2020, Aus Hold Co entered into a fourth amendment of its bank loan facilities. Consistent with
the provisions of IFRS 9 Financial Instruments, the amendment was treated as a repayment and borrowing. The
Group recognized $195 thousand in deferred loan costs associated with the refinancing which will be
expensed as a component of finance cost using the effective interest method over the term of the facilities.
The amended due date of the facilities is 30 September 2023 and there are no scheduled principal payments
prior to the due date. Facility A consisted of a $10 million revolving line of credit and Facility C a $50 million
revolving line of credit. The Group recognized a loss of $447 thousand in conjunction with the early
repayment of the facilities related to the deferred loan costs of the previous facilities. A commitment fee of
45% of the applicable margin (currently 3.25%) is incurred on any unutilized portion of Facility A and Facility
C. Facility A was repaid and terminated (and no longer subject to the commitment fee) during the year ended
30 June 2021 and only Facility C is outstanding. The outstanding loan bears interest at BBSY plus the
applicable margin (3.31% (including the applicable margin) at 30 June 2021).
73
GTN Limited
For the year ended 30 June 2021
Maturities of financial liabilities are included in Note 4 (c)(ii) (Financial risk management/Liquidity risk/Maturities
of financial liabilities). Cash outflows related to financial liabilities are included in Note 25(b) (Cash flow
information/Net debt reconciliation).
Distributions (including dividends and share buybacks) are restricted under the bank loan agreement to 100%
of net profit after tax adjusted (“NPATA”). NPATA is defined as net profit after tax adding back the tax
adjusted amortization expense related to finite lived intangibles arising from acquisition accounting. In
December 2020, the Group and its lender agreed to modify certain covenants and other terms of its debt
facility. The purpose of these modifications was to make it likely that the Group would remain in compliance
with the terms of the debt facility given the ongoing impact of the COVID-19 pandemic on its financial
results. As a condition of this relief, the Company agreed to restricted distributions (including the elimination
of dividends and share buy-backs) and other “tightening” of the terms of the debt facility agreement for the
period of the modification. These modifications are expected to elapse after the filing of the Company’s half-
year report for FY 2022 but could be modified or extended at that time.
Assets pledged as security
Bank loan facilities are secured by a first ranking charge over all GTN Limited, ATN, Aus Hold Co, UK
Hold Co, UKTN, UK Commercial, Lux Co 1, Lux Co 2, Lux Co 3, US Hold Co, GTN, US Management Co,
CTN and GSN assets.
21 Earnings per share
(Loss) profit attributable to shareholders
Weighted average number of ordinary shares used in calculating basic
earnings per share
Weighted average number of ordinary shares and potential ordinary
share used in calculating diluted earnings per share
Basic (loss) earnings per share (cents per share)
Diluted (loss) earnings per share (cents per share)
2021
$’000
2020
$’000
(89)
319
215,279
215,279
$0.00
$0.00
220,914
220,914
$0.00
$0.00
At 30 June 2021, the Company had common stock equivalents of 7,398,819 outstanding in the form of
outstanding stock options. However, these common stock equivalents are excluded from the calculation of
diluted earnings per share since they are anti-dilutive due to either the exercise price of the options exceeding
the Company’s average share price for the years ending 30 June 2021 and 2020, respectively and/or the fair
value of the compensation for future services per option to be provided plus the option exercise price
exceeding the Company’s average share price for the years ending 30 June 2021 and 2020, respectively, or in
the case of the year ending 30 June 2021, the net loss for the period.
22 Shareholders’ equity
2021
2021
2020
2020
‘000’s
Ordinary shares
$’000
Issued capital
‘000’s
Ordinary shares
$’000
Issued capital
At beginning of reporting period
Shares repurchased and retired
At the end of the reporting period
215,279
-
215,279
437,508
-
437,508
224,000
(8,721)
215,279
444,041
(6,533)
437,508
74
GTN Limited
For the year ended 30 June 2021
On 25 February 2019, the Company filed an Appendix 3C announcing that it has initiated an on-market share
buyback of up to 10% of its outstanding shares (up to $20 million) for a period of up to twelve months. The
Company repurchased 9,396,911 shares for $7,448 thousand during the term of the initial on-market buyback.
The Company subsequently filed an Appendix 3D extending the on-market buyback from 12 March 2020 to
11 March 2021 for up to 10% of its then outstanding shares. The Company repurchased 44,691 shares for
$26 thousand under this authorization. On 25 February 2021, the Company filed an Appendix 3F
discontinuing the share buy-back.
During the year ended 30 June 2020, the Company repurchased 8,720,971 shares at an average price per share
of $0.75 for total consideration of $6,533 thousand. The Company did not repurchase any shares during the
year ended 30 June 2021 prior to the filing of Appendix 3F referenced above.
23 Equity based compensation
As of 30 June 2021 and 2020 there were 7,398,819 and 10,075,440 stock option grants to purchase shares of
GTN Limited outstanding, respectively under the Company’s Long-term Incentive Plan (“the Plan”).
Options granted under the Plan vest (subject to performance conditions) on an annual basis over three years
(one third after two years and the remaining grant after three years) and expire after five years from the date
of the grant. The Plan allows for cashless exercise under which employees surrender shares in lieu of paying
the cash exercise price and remitting the required amounts to satisfy tax withholding obligations. The Group
does not anticipate incurring cash costs under the Plan (other than de minimus employer payroll tax expense)
since it does not currently repurchase shares issued with regards to the Plan.
Stock Options
Under AASB 2, share-based compensation benefits are provided to employees via the Plan. The maximum
term of the options granted under the Plan is five years. The fair value of rights granted under the Plan is
recognised as equity-based compensation expense with a corresponding increase in equity. The fair value is
measured at grant date and recognised over the period during which the employee becomes unconditionally
entitled to the rights.
7 April 2017 Grant
The fair value at grant date was independently determined using a number of methods including the Monte-
Carlo option pricing model and the Binomial option pricing model which take into account the exercise price,
the term of the right, the vesting and performance criteria, the volume weighted average share price at grant
date, the expected price volatility of the underlying shares, the expected dividend yield and the risk-free
interest rate for the term of the right.
The fair value of the rights granted is adjusted to reflect the market vesting condition but excludes the impact
of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the
number of rights that are expected to become exercisable. At each reporting date, the Company revises its
estimate of the number of rights that are expected to become exercisable.
The equity-based compensation expense recognised each period takes into account the most recent estimate.
The impact of the revision to the original estimates is recognised in profit or loss with a corresponding
adjustment to equity. Shares related to the exercise of vested options under the Plan are issuable upon
payment of the strike price to the Company.
The performance criteria for vesting criteria are as follows:
Performance
Metrics
50% subject to performance condition based on the Company’s relative
total shareholder return (TSR) compared to members of the ASX 300
(excluding financials and resources) over the performance period
75
GTN Limited
For the year ended 30 June 2021
TSR ranking
Up to and including the 50th percentile
Between the 51st and 75th percentile (inclusive)
At and above 75th percentile
Percentage to vest
0%
Pro rata straight line
between 50% and
100%
100%
50% subject to performance condition based on Company’s earnings per
share (EPS) growth (adjusted for one-off items associated with the IPO
and amortisation of intangibles and excluding United States Traffic
Network, LLC operations, as determined by the Board) over the
performance period
Percentage to vest
EPS Compound annual growth rate
Less than threshold
0%
Between threshold and stretch target (inclusive) Pro rata straight line
Above stretch target
between 50% and
100%
100%
The inputs used in the measurement of the fair values at grant date were as follows:
Grant date
Expiration date
Options granted
Share price at grant date
5-day VWAP at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic and
expected volatility of Company’s shares)
Expected life
Expected dividends
Risk-free interest rate (based on government
bonds)
5 April 2017
31 December 2021
1,614,844
$2.74
$2.72
$0.695
$2.74
45.00 %
4.75 years
4.00 %
2.14 %
9 November 2018 Grant
The Company has moved to a service time-based vesting criterion. Under this plan, options vest if the
grantee is employed by the Group at the vesting date without further performance hurdles. The fair value of
these options was estimated at the date of the grant using the Black-Scholes option pricing model with the following
assumptions:
Grant date
Expiration date
Options granted
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic and
expected volatility of Company’s shares)
Expected life
9 November 2018
9 November 2023
1,961,140
$2.15
$0.647
$2.15
49.69 %
3.83 years
76
GTN Limited
For the year ended 30 June 2021
Expected dividends
Risk-free interest rate (based on government
bonds)
4.09 %
2.30 %
15 November 2019 Grant
The Company’s 15 November 2019 grant is under the same terms as its 9 November 2018 grant except the
exercise price is the share price on the date of grant. The fair value of these options was estimated at the date of
the grant using the Black-Scholes option pricing model with the following assumptions:
Grant date
Expiration date
Options granted
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic and
expected volatility of Company’s shares)
Expected life
Expected dividends
Risk-free interest rate (based on government
bonds)
15 November 2019
15 November 2024
7,462,979
$0.76
$0.200
$0.76
%
56.62
3.83 years
7.37
%
0.80
%
12 November 2020 Grant
The Company’s 12 November 2020 grant is under the same terms as its 9 November 2018 grant except the
exercise price is the share price on the date of grant. The fair value of these options was estimated at the date of
the grant using the Black-Scholes option pricing model with the following assumptions:
Grant date
Expiration date
Options granted
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic and
expected volatility of Company’s shares)
Expected life
Expected dividends
Risk-free interest rate (based on government
bonds)
12 November 2020
12 November 2025
1,000,000
$0.42
$0.189
$0.42
60.85
%
3.83 years
0.00
%
0.22
%
On 12 November 2020, in conjunction with the issuance of 1,000,000 replacement options described above, the
Company cancelled 5,506,621 previously issued options for a cash payment of $260 thousand to the option holder.
Because the unrecognized fair value of the cancelled options exceeded the fair value of the replacement options plus
the cash payment, the Company continues to recognize the expense of the cancelled options over the original vesting
term rather than the fair value of the replacement options. The $260 thousand cash payment is recognized as a
decrease in the Equity Based Payments Reserve.
77
GTN Limited
For the year ended 30 June 2021
25 June 2021 Grant
The Company’s 25 June 2021 grant is under the same terms as its 9 November 2018 grant except the exercise
price is the share price on the date of grant.. The fair value of these options was estimated at the date of the grant
using the Black-Scholes option pricing model with the following assumptions:
Grant date
Expiration date
Options granted
Share price at grant date
Fair value at grant date
Exercise price
Expected volatility (based on historic and
expected volatility of Company’s shares)
Expected life
Expected dividends
Risk-free interest rate (based on government
bonds)
25 June 2021
25 June 2026
1,830,000
$0.32
$0.147
$0.32
%
61.63
3.83 years
0.00
%
0.65
%
The Company’s outstanding stock options as of 30 June 2021 were as follows:
Balance, 30 June 2020
Exercisable, 30 June 2020
Grants
Exercised
Forfeitures/expirations
Balance, 30 June 2021
Exercisable, 30 June 2021
Weighted
Average
Exercise
Price
Options
10,075,440 $ 1.16
651,321 $ 2.74
2,830,000 $ 0.36
-
$
-
$
7,398,819 $ 0.84
559,358 $ 2.42
-
(5,506,621)
Aggregate
Fair
Value
,000’s
Weighted
Average
Remaining
Contractual
Term
4.0 years $ 3,209
452
1.50 years $
270
4.77 years $
-
- $
- $
-
3.69 years $ 3,479
1.49 years $
374
Based on the following assumptions, the fair value with regards to all options issued and outstanding as of 30
June 2021 is $3,479 thousand. As of 30 June 2021, there was $911 thousand of unrecognized compensation
cost related to non-vested share-based compensation under the Plan. The cost of the unrecognized
compensation is expected to be recognized over a weighted average period of 1.4 years on a pro rata basis
over the vesting period. This expense is based on an assumption that there will be no non-market forfeitures;
this assumption is based on the positions of the grantees of the stock options and the low number of
forfeitures (excluding repurchases and options issued with performance and market vesting conditions) under
previous long-term incentive plans of members of the Group. The expense with regards to stock options for
the years ended 30 June 2021 and 2020 is $932 thousand and $855 thousand, respectively and is included in
equity-based compensation expenses. The Group recognized $0 of income tax benefit related to share-based
compensation for the years ended 30 June 2021 and 2020.
24 Operating agreements
The Group’s UK Commercial subsidiary outsources the majority of its radio traffic and entertainment news
operations pursuant to contracts with unrelated third parties. These expenses are a component of network
operations and station compensation expense on the accompanying consolidated statement of profit or loss
and other comprehensive income and are recognised over the term of the applicable contracts, which is not
78
GTN Limited
For the year ended 30 June 2021
materially different than when the services are provided. The minimum future payments under these
contracts are as follows:
30 June 2021
30 June 2020
Within 1 year
1 to 5 years
After 5 years
Minimum Payments Due
$’000
832
3,349
$’000
-
810
$’000
-
-
Total
$’000
832
4,159
The Group generally enters into multiyear contracts with radio and television stations. These contracts call
for the provision of various levels of service (including, but not limited to providing professional
broadcasters, gathering of information, communications costs and aviation services) and, in most cases, cash
compensation or reimbursement of expenses. Station compensation is a component of network operations
and station compensation expenses on the accompanying consolidated statement of profit or loss and other
comprehensive income and is recognised over the terms of the contracts, which is not materially different
than when the services are performed. Contractual station commitments consist of the following:
30 June 2021
30 June 2020
Within 1 year
1 to 5 years
After 5 years
Minimum Payments Due
$’000
49,456
51,370
$’000
44,091
44,693
$’000
28,535
30,984
Total
$’000
122,082
127,047
The Group had no contingent liabilities at 30 June 2021.
25 Cash flow information
(a) Details of the reconciliation of cash flows from operating activities are listed in the
following table:
Cash flows from operating activities
(Loss) profit for the period
Adjustments for:
Allowance for doubtful accounts
Equity based compensation expenses
Amortisation of deferred borrowing costs
Depreciation and amortisation
Foreign currency loss
Non-cash station compensation from long-term prepaid affiliate contract
Interest income on long-term prepaid affiliate contract
Interest expense from amortisation of original issue discount
Net changes in working capital:
Change in trade and other receivables
Change in other assets
Change in deferred tax assets
Change in trade and other payables
Change in contract liabilities
Change in current tax liabilities
Change in provisions
Change in deferred tax liabilities
Net cash from operating activities
79
2021
$’000
(89)
3
932
67
10,820
22
13,142
(8,150)
-
(11,096)
1,406
1,218
(2,515)
(266)
149
42
965
6,650
2020
$’000
319
284
855
69
11,771
72
13,120
(8,242)
959
17,897
1,776
(5,515)
(6,547)
732
(306)
(45)
1,347
28,546
GTN Limited
For the year ended 30 June 2021
(b) Net debt reconciliation
Cash and cash equivalents
Borrowings
Net (debt)/cash
Borrowings consist of:
Financial liabilities
Deferred loan costs and original issue discount
Leases
2021
$’000
49,376
(53,150)
(3,774)
(49,825)
(175)
(3,150)
(53,150)
2020
$’000
57,040
(64,483)
(7,443)
(59,810)
(190)
(4,483)
(64,483)
Cash and cash
equivalent
Borrowings
Leases
Net (debt)/cash
$’000
$’000
$’000
$’000
Net (debt)/cash as at 1 July 2019
Cash flows
Borrowings
Repayments
Forgiveness
Write-offs
Net exchange differences
Net (debt)/cash as at 30 June 2020
Cash flows
Borrowings
Repayments
Forgiveness
Write-offs
50,728
6,934
-
-
-
-
(622)
57,040
(7,263)
-
-
-
-
Net exchange differences
(401)
(60,000)
(3,571)
-
(60,000)
60,000
-
-
-
(60,000)
-
-
10,000
-
-
-
-
(2,852)
1,571
52
44
273
(4,483)
-
(310)
1,436
147
71
(11)
Net (debt)/cash as at 30 June 2021
49,376
(50,000)
(3,150)
26 Transactions with Key Management Personnel
Key Management Personnel remuneration includes the following expenses:
2021
Total short-term employee benefits
Total equity-based compensation
Total remuneration
$
3,284,644
932,258
4,216,902
(12,843)
6,934
(62,852)
61,571
52
44
(349)
(7,443)
(7,263)
(310)
11,436
147
71
(412)
(3,774)
2020
$
3,064,110
854,635
3,918,745
The majority of Key Management Personnel are all paid in USD so a portion of the change in compensation
from the year ended 30 June 2020 to the year ended 30 June 2021 was due to changes in foreign exchange
rates between AUD and USD.
80
GTN Limited
For the year ended 30 June 2021
Whooska Podcasting Platform, a company controlled by Robert Loewenthal (a Company director), provides
podcasting hosting services to the Group at no charge. The fair-market value of the service provided is de
minimus.
Visit Sunshine Coast, a company of which David Ryan (a Company director) is chairman of the board of
directors, has purchased advertising from the Group’s ATN subsidiary. The amount purchased for the past
two fiscal years was as follows:
●FY 2021
●FY 2020
$ nil
$37 thousand
Australian Broadcasting Corporation, a company of which Peter Tonagh (a Company director) is a member
of the board of directors, has purchased traffic reporting services from the Group’s ATN subsidiary. The
amount purchased for the past two fiscal years was as follows:
●FY 2021
●FY 2020
$70 thousand
$ nil
William Yde’s (chief executive officer and managing director) daughter is employed by the Group with
accounting and management duties. Her cash salary (translated from USD to AUD at the same exchange
rates as the Group’s financial statements) was:
●FY 2021
●FY 2020
$174 thousand
$193 thousand
In February 2020, in anticipation of spending additional time in the Australia market, the Group rented an
apartment for Mr. Yde’s use. During FY 2021 and FY 2020 the Group incurred expenses of $186 thousand
and $75 thousand, respectively related to the apartment. The costs related to the apartment have not been
included in Mr. Yde’s remuneration disclosures since these costs were expected to replace reimbursable hotel
lodgings expense.
In February 2021, the Group purchased a vehicle that was made available for Mr. Yde’s use while in
Australia. The purchase price of the vehicle was $111 thousand. The Group recognized $11 thousand in
depreciation expense and fringe benefits tax related to the vehicle during FY 2021. The costs related to the
vehicle have not been included in Mr. Yde’s remuneration disclosures since the Group retains ownership of
the vehicle and the vehicle is intended to replace rental car fees that would otherwise have been incurred.
27 Parent Entity information
The below information relates to GTN Limited (the “Parent Entity”) which was incorporated on 2 July 2015.
Statement of financial position
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Share capital
Accumulated losses
Accumulated profit – Dividend Profit Reserve
2021
$’000
8,742
354,725
420
1,133
353,592
437,508
(84,487)
571
2020
$’000
4,088
356,695
338
687
356,008
437,508
(82,071)
571
81
GTN Limited
For the year ended 30 June 2021
Total equity
353,592
356,008
Statement of profit or loss and other comprehensive income
(Loss) profit for the year
Other comprehensive income (loss)
Total comprehensive (loss) income
(2,416)
-
(2,416)
9,937
-
9,937
Guarantees entered into by the parent entity
In addition, there are cross guarantees given by GTN Limited (as holding entity), GTN Holdings Pty Limited
(“LuxCo 1”), GTCR Gridlock Holdings (Australia) Pty Limited (“Aus Hold Co”), The Australia Traffic
Network Pty Limited (“ATN”), GTCR Gridlock Holdings, Inc. (‘US Hold Co”) and Global Traffic Network,
Inc. (“GTN”) as described in Note 28 (Deed of cross guarantee).
No liability was recognised by the parent entity or the group in relation to the above guarantees, as the fair
value of the guarantees is immaterial.
Contingent liabilities of the parent entity
The parent entity did not have any contingent liabilities as at 30 June 2021 or 30 June 2020. For information
about guarantees given by the parent entity, please see above.
28 Deed of cross guarantee
GTN Limited (as holding entity), GTN Holdings Pty Limited (“LuxCo 1”), Gridlock Holdings (Australia)
Pty Limited (“Aus Hold Co”), The Australia Traffic Network Pty Limited (“ATN”), GTN US Holdco, Inc.
(‘US Hold Co”) and Global Traffic Network, Inc. (“GTN”) are parties to a deed of cross guarantee under
which each company guarantees the debts of the others. By entering into the deed, the wholly-owned
entities have been relieved from the requirement to prepare a financial report and directors’ report under
ASIC Corporations (Wholly-owned Companies) Instrument 2016/785 issued by the Australian Securities
and Investments Commission.
The above companies represent a ‘closed group’ for the purposes of the Class Order, and as there are no
other parties to the deed of cross guarantee that are controlled by GTN Limited, they also represent the
‘extended closed group’.
Consolidated statement of profit or loss and other comprehensive income, summary of movements in consolidated
retained earnings and consolidated statement of financial position
Set out below is a consolidated statement of profit or loss and other comprehensive income for the years
ended 30 June 2021 and 2020 of the closed group consisting of the above companies.
Consolidated statement of profit or loss and other
comprehensive income
Revenue
Other income
Interest income on long-term prepaid affiliate contract
Network operations and station compensation expenses
Selling, general and administrative expenses
Equity based compensation expenses
Finance costs
Depreciation and amortisation
Foreign currency transaction gain (loss)
Loss on refinancing
82
2021
$’000
68,490
80
8,150
(49,868)
(14,005)
(932)
(1,919)
(6,317)
9
-
2020
$’000
78,960
25
8,242
(55,054)
(17,387)
(855)
(2,804)
(6,335)
(58)
(447)
GTN Limited
For the year ended 30 June 2021
Profit before income tax
Income tax (expense) benefit
Profit for the year
Other comprehensive income for the year, net of income tax
Total other comprehensive income for the year
Total comprehensive profit for the year
Summary of movement in consolidated retained earnings
Accumulated losses at the beginning of the financial year
Profit for the period
Dividends
Accumulated losses at the end of the financial year
3,688
(1,361)
2,327
-
-
2,327
(127,212)
2,327
-
(124,885)
4,287
229
4,516
-
-
4,516
(121,546)
4,516
(10,182)
(127,212)
Set out below is a consolidated statement of financial position as at 30 June 2021 and 2020 of the closed
group consisting of the above companies.
Consolidated statement of financial position
Assets
Current
Cash and cash equivalents
Trade and other receivables
Current tax assets
Other current assets
Current assets
Non-current
Property, plant and equipment
Intangible assets
Goodwill
Investment in subsidiaries
Other assets
Non-current assets
Total assets
Liabilities
Current
Trade and other payables
Contract liabilities
Financial liabilities
Provisions
Current liabilities
Non-current
Financial liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Share capital
Reserves
Accumulated losses
Total equity
2021
$’000
17,565
16,203
4,882
1,487
40,137
2,307
29,992
86,549
69,052
101,827
289,727
329,864
19,197
337
613
987
21,134
50,500
20,259
356
71,115
92,249
237,615
2020
$’000
26,683
8,438
6,663
1,434
43,218
3,165
33,230
86,158
75,014
103,013
300,580
343,798
20,771
903
636
932
23,242
59,522
19,380
371
79,273
102,515
241,283
437,508
(75,008)
(124,885)
237,615
437,508
(69,013)
(127,212)
241,283
83
GTN Limited
For the year ended 30 June 2021
29 Segment information
The Group’s chief operating decision maker, its chief executive officer analyses the Group’s performance by
geographic area and has identified four reportable segments: Australia, Brazil, Canada and United Kingdom.
The segments’ revenues are as follows:
Australia
United Kingdom
Canada
Brazil
Other
2021
$’000
2020
$’000
68,490
44,421
24,216
6,214
-
78,960
42,563
26,968
12,443
6
143,341
160,940
The chief operating decision maker tracks performance primarily by Adjusted EBITDA which is defined as
EBITDA adjusted for any foreign exchange profit or loss, interest income on the long-term prepaid affiliate
agreement, transaction costs, gains on lease forgiveness, losses on refinancing and other unusual non-
recurring items.
Adjusted EBITDA by Segments
Australia
United Kingdom
Canada
Brazil
Other
Adjusted EBITDA
Foreign exchange loss
Loss on refinancing
Gain on lease forgiveness
Less: Interest income on long-term prepaid
affiliate contract
EBITDA
2021
$’000
2020
$’000
15,176
3,551
598
(870)
(4,435)
14,020
(22)
-
161
(8,150)
6,009
16,809
2,473
(1,673)
532
(3,893)
14,248
(72)
(447)
52
(8,242)
5,539
Depreciation and amortization
Interest income on long-term prepaid affiliate
contract
Financing costs net of interest income
Profit (loss) before taxes
(10,820)
(11,771)
8,150
(1,915)
1,424
8,242
(2,658)
(648)
Segment assets and liabilities are classified by their physical location.
2021
$’000
2020
$’000
Segment assets
Total Assets:
Australia
United Kingdom
Canada
Brazil
239,443
251,686
42,692
26,966
3,035
36,661
28,822
4,039
Total segment assets
312,136
321,208
84
GTN Limited
For the year ended 30 June 2021
Unallocated:
Deferred tax assets
Others
Total assets
Segment liabilities
Total liabilities
Australia
United Kingdom
Canada
Brazil
Total segment liabilities
Unallocated:
Deferred tax liabilities
Borrowings
Intercompany eliminations
Others
Total liabilities
4,857
13,437
4,269
11,828
330,430
337,305
71,290
7,948
4,123
1,872
85,233
21,309
52,975
(58,104)
8,467
109,880
78,986
4,511
3,727
1,959
89,183
20,344
64,293
(63,420)
7,799
118,199
30 Events subsequent to the reporting period
On 26 June 2021, the Sydney market entered into lockdown related to an increase in COVID-19 cases in the
market. The lockdown is expected to have a negative impact on the fiscal 2022 financial performance of the
Group’s Australian subsidiary at least until the lockdowns are lifted. Management considered the impact of
the lockdown on both the potential impairment of the Australian CGU and from a going concern perspective
and determined no changes were required to the financial report presented herein.
No other matters or circumstances have arisen since the end of the financial year which significantly affected
or may significantly affect the operations of the group, the results of those operations, or the state of affairs
of the group in future financial years.
85
GTN Limited
For the year ended 30 June 2021
Directors’ declaration
In the directors’ opinion:
(a)
The financial statements, set out on pages 37 to 85 are in accordance with the Corporations Act 2001,
including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements, and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2021 and of
its performance for the financial year ended on that date, and
(b)
(c)
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
at the date of this declaration, there are reasonable grounds to believe that the members of the closed
group identified in Note 28 will be able to meet any obligations or liabilities to which they are, or may
become, subject to virtue of the deed of cross guarantee described in Note 28.
Note 2.1 confirms that the financial statements also comply with International Financial Reporting Standards
as issued by the International Accounting Standards Board.
The directors have been given the declarations by the chief executive officer and chief financial officer
required by section 295A of the Corporations Act 2001.
Peter Tonagh
Chairman
Dated, this 26th day of August 2021
86
Level 17, 383 Kent Street
Sydney NSW 2000
Correspondence to:
Locked Bag Q800
QVB Post Office
Sydney NSW 1230
T +61 2 8297 2400
F +61 2 9299 4445
E info.nsw@au.gt.com
W www.grantthornton.com.au
Independent Auditor’s Report
To the Members of GTN Limited
Report on the audit of the financial report
Opinion
We have audited the financial report of GTN Limited (the Company) and its subsidiaries (the Group), which comprises the
consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other
comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated financial statements, 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:
a Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year
ended on that date; and
b 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 auditor independence requirements of 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
2
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Recoverable amount of goodwill and intangible assets
Refer to Notes 2.9, 2.10, 2.13, 2.26 and 14
As at 30 June 2021, the Group’s intangible assets and
goodwill total $136.1 million.
AASB 136 Impairment of Assets requires that, for the
purposes of impairment testing, goodwill acquired in a
business combination be allocated to each of the Group’s
cash-generating units (CGU). Each CGU to which goodwill is
allocated must be tested for impairment at least annually.
Management has assessed that the group has three CGUs,
and has allocated the goodwill and intangible assets to each
of these CGUs. Management has tested the CGUs for
impairment by comparing their carrying amounts with their
recoverable amounts. The recoverable amounts were
determined using a value-in-use model.
We have determined this is a key audit matter due to the
judgements and estimates required in determining the
appropriate CGUs and calculating the recoverable amount,
including the assessment of the impact of the COVID-19
pandemic on the calculation of recoverable amounts.
Our procedures included, amongst others:
-
-
-
-
Enquiring with management to obtain and document an
understanding of the processes and controls related to the
assessment of impairment, including identification of CGUs
and the calculation of the recoverable amount for each
CGU;
Obtaining management’s value in use calculations to:
Test the mathematical accuracy;
Evaluate management’s ability to perform accurate
estimates by comparing historical forecasting to actual
results;
Test forecast cash inflows and outflows to be derived by the
CGUs’ assets; and
Assess the discount rates applied to forecast future cash
flows;
Evaluating the value in use models against the
requirements of AASB 136, including consultation with our
valuations experts;
Performing sensitivity analysis on the significant inputs and
assumptions made by management in preparing the
calculation, including those specifically related to the
estimated impact of COVID-19 on the Group’s forecast cash
flows; and
Assessing the adequacy of financial report and accounting
policy disclosures.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Company’s annual report for the year ended 30 June 2021, but does not include the financial report and our 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.
3
In preparing the financial report, the Directors are responsible for assessing the Group’s ability 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 have 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 at: https://www.auasb.gov.au/auditors_responsibilites/ar2_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 22 to 34 of the Directors’ report for the year ended 30 June
2021.
In our opinion, the Remuneration Report of GTN Limited, for the year ended 30 June 2021 complies with section 300A of
the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
S M Coulton
Partner – Audit & Assurance
Sydney, 26 August 2021
SHAREHOLDER INFORMATION AS AT 27 JULY 2021
Number of security holders and securities on issue
Quoted equity securities
GTN has 215,279,041 fully paid ordinary shares on issue which are held by 640 shareholders.
Unquoted equity securities
GTN has 7,398,819 unquoted options on issue held by 3 option holders as follows:
•
•
•
•
•
•
•
•
•
260,530 options exercisable at $2.74 on or before 31 December 2021;
298,828 options exercisable at $2.15 after 9 November 2020;
597,718 options exercisable at $2.15 after 9 November 2021;
1,137,248 options exercisable at $0.76 after 15 November 2021,
2,274,495 options exercisable at $0.76 after 15 November 2022,
333,333 options exercisable at $0.42 after 12 November 2022,
666,667 options exercisable at $0.42 after 12 November 2023,
609,998 options exercisable at $0.32 after 25 June 2023, and
1,220,002 options exercisable at $0.32 after 25 June 2024.
Voting rights
Quoted equity securities
The voting rights attached to fully paid ordinary shares are that on a show of hands, every member
present, in person or proxy, has one vote and upon a poll, each share shall have one vote.
Unquoted equity securities
There are no voting rights attached to options. Options will rank equally with the company’s fully
paid ordinary shares if and when the options vest and are thereafter exercised (prior to the
applicable expiry date).
Distribution of security holders
Quoted equity securities
Fully paid ordinary shares
Holding
No. of shares % of shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
44,063
576,721
616,324
5,219,883
208,822,050
0.02
0.27
0.29
2.42
97.00
No. of
shareholders
117
247
77
164
35
% of shareholders
18.28
38.59
12.03
25.63
5.47
90
Total
215,279,041
100
640
100
Unquoted equity securities
Options
Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
No. of options % of Options No. of holders
0
0
0
0
3
3
0
0
0
0
7,398,819
7,398,819
0
0
0
0
100
100
% of holders
0
0
0
0
100
100
Unmarketable parcel of shares
The number of shareholders holding less than a marketable parcel of fully paid ordinary shares
is 179.
1,205 fully paid ordinary shares comprise a marketable parcel at GTN’s closing share price of
$0.4150 as at 27 July 2021.
Substantial shareholders (as notified to ASX)
The number of securities held by substantial shareholders and their associates (as notified to
ASX) are set out below:
Fully paid ordinary shares
Name
Number
Shares
62,266,513
31,872,103
23,813,743
21,865,665
20,647,517
18,077,931
13,702,318
Viburnum Funds Pty Limited and subsidiaries and funds
Spheria Asset Management Pty Ltd
Perennial Value Management Limited
First Sentier Investors Holdings**
CBA and related bodies corporate
Ellerston Capital
Smallco Investment Manager Limited
H.E.S.T Australia Limited as Trustee for Health
Employees Superannuation Trust Australia
Carol Australian Holdings Pty Limited and related bodies
corporate (Colonial First State)
*As reported by the substantial shareholder at the time of lodgement
**Same as Mitsubishi UFJ Financial Group, Inc. lodged on 9 September 2020
13,653,482
12,103,273
of
Current
Interest*
Notice Date
28.92%
14.81%
11.06%
10.16%
9.25%
8.40%
6.10%
15/06/2021
01/07/2021
22/07/2021
08/09/2020
18/02/2020
27/03/2020
29/06/2018
6.10%
19/11/2019
5.40%
6/08/2019
91
Twenty largest shareholders
Fully paid ordinary shares
Details of the 20 largest shareholders of quoted securities by registered shareholding are:
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
18
18
19
20
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
CS THIRD NOMINEES PTY LIMITED
MR WILLIAM L YDE III
VIBURNUM FUNDS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
COWOSO CAPITAL PTY LTD
PT VENTURES PTY LTD
MR CRAIG COLEMAN & MRS PHYLLIS COLEMAN
COFLINK PTY LIMITED
MRS EVA XIRADIS
EARGLOW PTY LIMITED
Z&T SUPERANNUATION FUND PTY LTD
TRUTEC PTY LTD
HEAVENLY STAR PTY LTD
WILLRYAN PTY LIMITED
COMCERC INVESTMENTS PTY LTD
MRS NELLY MICHELLE CUNNINGHAM
Total
Balance of register
Grand total
74,607,954
54,522,228
32,167,816
17,341,461
8,037,835
4,906,662
4,161,586
2,803,408
2,500,000
2,053,112
1,000,000
567,287
500,000
315,000
300,000
250,000
200,002
200,000
200,000
200,000
188,895
180,795
207,204,041
8,075,000
215,279,041
34.66
25.33
14.94
8.06
3.73
2.28
1.93
1.30
1.16
0.95
0.46
0.26
0.23
0.15
0.14
0.12
0.09
0.09
0.09
0.09
0.09
0.08
96.25
3.75
100.00
On-market buy-back
On 25 February 2021, the Company filed an Appendix 3F discontinuing the on-market buyback.
Calendar of key dates
8 September 2021
Closing date for receipt of Director nominations
11 November 2021
2021 Annual General Meeting
92
Corporate Directory
Directors
Peter Tonagh – Independent Non-Executive Chairman
William Yde III - Chief Executive Officer and Managing Director
Robert Loewenthal - Independent Non-Executive Director
David Ryan AO – Independent Non-Executive Director
Corinna Keller – Independent Non-Executive Director
Company secretaries
Anna Sandham
Patrick Quinlan
Registered office
Share register
Level 42, Northpoint
100 Miller Street
North Sydney NSW 2060
Telephone: +61 2 9955 3500
Link Market Services Limited
Level 12
680 George Street
Sydney, NSW 2000
Share registry telephone: +61 1300 554 474
Auditor
Grant Thornton
Level 17 383 Kent Street
Sydney, NSW 2000
Stock exchange listing
GTN Limited shares are listed on the Australian Securities
Exchange (ASX code: GTN)
Website
www.gtnetwork.com.au
ABN
38 606 841 801
93