GTN Limited
ABN 38 606 841 801
Annual Report 2024
CONTENTS
Item
Page
Chair Letter
1
About GTN
3
Corporate Governance
6
Directors’ Report
7
Remuneration Report
25
Auditor’s Independence Declaration
38
Consolidated Financial Report
39
Notes to the Consolidated Financial Statements
45
Consolidated Entity Disclosure Statement
85
Directors' Declaration
86
Independent Auditor’s Report
87
Shareholder Information
90
Corporate Directory
94
1
CHAIR OF THE BOARD OF DIRECTOR’S LETTER
Dear Shareholders,
On behalf of the Board of Directors, I am pleased to present GTN Limited’s (“GTN” or
the “Company” and its subsidiaries (the “Group”)) Annual Report for the fiscal year
ended 30 June 2024.
We are proud to report a year of significant improvement in our business performance
while resetting the business for the future. GTN achieved net revenues of $184.2
million, marking a 4% increase over the previous fiscal year. This growth in revenue
contributed to a robust 15% rise in Adjusted EBITDA, reaching $22.3 million and a
115% increase in NPAT to $5.7m. Both profitability metrics are after $2.1m one-off
costs related to the transition to our new executive team. We have now completed that
transition, significantly reduced our overhead cost base from the previous year and
extended several key affiliate agreements, positioning us strongly for the future.
Our operations in the United Kingdom and Brazil demonstrated particularly strong
revenue growth in FY 2024. The UK delivered an impressive 12.2% growth in revenues
while Brazil posted a remarkable 42% increase in revenue, contributing AUD 2.4 million
in EBITDA to the Group. In Australia, despite a slight revenue decline of 3.1%, we
achieved a strong adjusted EBITDA growth of 20.4% through rigorous cost
management. We are very pleased with these solid results, which underscore the
resilience and strength of our core business.
As of 30 June 2024, we held a net cash balance of $23.6 million (Cash balance net of
long-term debt balance)) and $20 million after including AASB 16 lease liabilities, with a
total cash balance of $31.6 million. We achieved this while repaying $16m of bank debt
and returning over $4 million to shareholders through dividends and share buybacks
including retiring nearly 4.7 million shares (2.2% of outstanding shares at the beginning
of the fiscal year).
We have now reduced our outstanding bank debt by $52m since 1 July 2020 and
expect to repay the remaining $8m in the FY25 year, providing greater flexibility for
future capital management initiatives.
The Board remains committed to responsible capital management, including a dividend
payout of approximately 100% of NPAT and a meaningful share buy-back program.
Our long-term strategy remains focused on protecting, and growing, our most valuable
assets: our radio and television network contracts, and our experienced sales and
management teams. Coupled with a strong balance sheet, this strategy positions GTN
to capitalise on attractive growth opportunities. We are committed to pursuing organic
growth across all regions where we operate.
We want to acknowledge the exceptional dedication and skill of our local management,
operations, IT, sales, and administrative staff. Their passion and expertise have been
instrumental in our continued growth and success.
2
As we look forward to FY 2025, we are confident that our strong balance sheet and
excellent local management teams across all our markets will enable us to continue
driving growth and delivering value to our shareholders.
Peter Tonagh
Chair
3
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 one of 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 a mix of 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. GTN aims to place
advertisements during peak audience times on high frequency rotation 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. The product is
designed to create high audience engagement and high recall among listeners, leading to a
significant 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 close working relationships with its Affiliates’ operations teams by providing them with
quality, timely and important traffic 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 organisation.
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 FY 2024, approximately 97% of GTN’s revenues were generated through the sale of radio
advertising spots and 3% were generated through the sale of television advertising spots.
During FY 2022, GTN commenced drone light show operations in Australia with Canada
commencing the following year. Drone light shows involve the operation of many drones
simultaneously to create images that are viewed by audiences in a manner similar to traditional
fireworks shows. GTN’s revenue model consists of both advertising supported shows (where
the sponsor’s logo is incorporated into the display) and cash fees. In FY24, GTN has decided to
exit the Drones business in Canada, selling the Drone swarm to a local provider and scaling
back operations in Australia to a model designed to drive pull through radio revenue from key
customers.
Overview of GTN’s divisions
Country
Australia
Canada
United
Kingdom
Brazil
Population
(millions)
26.9
40.0
67.96
216.5
GTN years
of
operation
(years)
27
19
15
13
4
FY 2024
revenue (1)
(millions)
85.8
30.5
51.0
16.9
% of FY
2024
revenue (1)
(%)
47%
17%
27%
9%
GTN
audience
(#)
11.7m
radio (2)
3.5 m TV
13.8m
radio
8.1m TV
31.2m
radio
27.0m
radio
Number of
affiliates
(#)
152 radio
8 TV
109 radio
6 TV
241 radio
100 radio.
FY 2024
radio spots
inventory
(‘000’s)
1,080
639
26,526 (3)
555
(1) Amounts may not add due to rounding
(2) Includes approximately 855 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 8.3
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,
or in the case of the UK, a minimum number of impacts. The schedule includes spots on all GTN
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 acquire the inventory to provide this advertising platform, GTN provides its Affiliates
with traffic information reports at no charge, and in most cases, provides cash compensation to
its Affiliates in exchange for advertising spots. 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
5
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.
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. GTN also sells some spots directly to advertisers.
Each of GTN’s operating geographies has generally been able to grow its spots inventory, or
improve the quality of its spots inventory, each year, or on renewal of the relevant Affiliate
agreement. Inventory is improved either through expanding the Affiliate network (in existing or
new markets) or increasing the number of spots under contract with existing Affiliates.
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. GTN previously 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.
6
• 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. A Neuro Insight study demonstrated that shorter messages create greater
recall.
• 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 in the target market.
• 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 customises 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; and
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.
By addressing the 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 2023 Corporate Governance Statement on
28 August 2024.
7
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 2024 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
Independent Non-
Executive Chair
Chair of the Nomination and
Remuneration Committee
Peter Tonagh 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 is a former partner of The Boston Consulting Group where he led the Asia
Pacific Organisation Practice and worked across media, consumer and financial
services businesses. Peter is currently Deputy Chair of the Australian
Broadcasting Corporation (ABC), and Chair of Quantium Group Holdings Pty
Limited. Peter was previously the lead independent director of Village Roadshow
Limited.
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.
David Ryan AO
Independent Non-
Executive Director
Chair of the Audit and
Risk Committee and
Member of the Nomination and
Remuneration Committee
David Ryan AO has over 40 years of experience in commercial banking,
investment banking and operational business management.
David is currently Chairman of Visit Sunshine Coast 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,
Board member of the Sunshine Coast Events Board and a Board Member of the
Ted Noffs Foundation.
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.
8
Robert Loewenthal
Independent Non-
Executive Director
Member of the Audit and
Risk Committee and Nomination
and Remuneration Committee
Robert Loewenthal has resigned as independent Non-Executive Director
effective 28th May 2024.
Robert Loewenthal has over 17 years of experience in the radio industry.
He is currently a Business Development Director for Spotify. He was the
Founder and CEO of Whooshkaa, a Podcast Platform which was sold to Spotify
in December 2021.
Robert formerly held the role of Managing Director of the Macquarie Radio
Network Ltd, where he also 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.
Corinna Keller
Independent Non-
Executive Director
Member of the Audit and
Risk Committee and Nomination
and Remuneration Committee
Corinna Keller is the former Vice President of Advertising Sales for the Americas
for CNN International Commercial (a WarnerMedia company), which she joined
in 2016. Corinna oversaw 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, 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.
Alexandra Baker
(“Alexi”)
Non-Independent Non-
Executive Director
Alexi is a director and executive with 20 years’ experience across media, digital,
sport and finance.
Alexi was most recently Chief Customer and Digital Officer of National Rugby
League (NRL) where she was responsible for all consumer revenue streams,
digital, marketing and customer experience. Prior to the NRL, Alexi spent nine
years across various roles with Nine Entertainment Co including Managing
Director Commercial and Director of Strategy and M&A. Prior to this she worked
as an equities analyst at Deutsche Bank and Credit Suisse.
Alexi is currently a Non-Executive Director of Rugby Australia and Healthy
Bones Australia.
Alexi holds Bachelor of Law and Bachelor of Commerce (Finance) Degrees from
the University of New South Wales. Alexi has also completed the Executive
Program at Stanford and is a graduate of the Australian Institute of Company
Directors (GAICD).
9
Craig Coleman
Non-Independent Non-
Executive Director
Craig is an experienced senior executive and director, with a 30-year career
spanning banking and finance, corporate advisory, and funds management. His
experience in Australian public securities includes leadership of an ASX publicly
listed company and many public company directorships.
Craig is Co-Founder and Managing Partner of Viburnum Funds where he has
primary responsibility for the management and performance of the Strategic
Equities Fund.
Prior to Viburnum Funds, Craig was Managing Director of the ASX listed Home
Building Society Ltd and prior to this held several senior executive positions
during a ten-year career with ANZ Banking Group Ltd, including Managing
Director Banking Products, Managing Director Wealth Management, Non-
Executive Director E*TRADE Australia Ltd and Head of Retail Banking New
Zealand.
Craig holds a Bachelor of Commerce from the University of Western Australia.
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 holds a Bachelor of Economics degree (University of Sydney) and a
Graduate Diploma of Applied Corporate Governance (Governance Institute of
Australia). 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 Group Financial Controller for the Australian entity, 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
Scott Cody resigned as Chief Operating Officer and Chief Financial Officer
effective 29th February 2024.
Scott Cody has over 35 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.
10
Gary Worobow
Executive Vice President,
Business and Legal
Affairs
Gary Worobow resigned as Executive Vice President, Business and Legal Affairs
effective 29th February 2024.
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.
Victor Lorusso (“Vic”)
Chief Executive Officer
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 Chief Executive Officer of ATN having been promoted into the
position in July 2023. Vic joined ATN in 1999.
Vic was previously the Chief Operations Manager for ATN and 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.
11
Brent Henley
Global Chief Financial Officer
GTN Limited
Appointed 11th December 2023
Brent Henley has over 25 years’ experience working for both US multinationals
and ASX listed organisations in Australia, across Asia Pacific and globally.
Brent is currently the Group Chief Financial Officer of GTN Limited responsible
for Finance, capital management and investor relations at GTN Limited in its four
operating markets being Australia, Canada, the UK and Brazil.
Prior to joining Global Traffic Network, Brent was the CFO of ASX listed Bravura
Solutions. From 2016-2022 Brent was the Group CFO of Macquarie Technology
Group (ASX: MAQ), before moving into a Group Executive and Chief
Commercial Officer role within the group. Prior to joining MAQ, Brent was CFO of
NetApp A/NZ from 2010 to 2014, and then from 2014-2016 was Global Business
Operations Director for the newly formed NetApp Global Managed Services
team.
Brent has a bachelor of Business in Accounting and Marketing, is a CPA and
holds an MBA in International Business from UTS.
Sophie Jackson
Global General Counsel
GTN Limited
Appointed 12th February 2024
Sophie has over 25 years of experience in the media and digital industry with
substantial in-house legal experience in both the UK, as Head of Legal at Sky
Active, a division of Sky, and in Australia, as Principal Legal Counsel at Foxtel.
Her expertise spans legal, compliance, corporate governance, regulatory and
policy.
Sophie is currently the Group General Counsel of GTN Limited responsible for
legal and compliance at GTN Limited in its four operating markets, Australia,
Canada, the UK and Brazil.
Sophie began her career at UK Magic Circle firm, Allen & Overy. She has
worked in a number of legal, compliance and regulatory roles in Australia, the UK
and Hong Kong primarily for private sector media and technology businesses.
She also worked for the Telecommunications Regulator in the UK and Gilbert +
Tobin in Australia. Sophie is admitted to practice in the Supreme Court of NSW
and in England and Wales.
Donna Gardener
President
Canadian Traffic Network ULC
(”CTN”)
Donna Gardener has over 25 years of advertising and marketing experience.
Immediately prior to joining CTN, Donna operated her own advertising and
marketing consulting business, DG Consulting representing Brunswick
Newspaper Group and Berenson Decorative Hardware.
Prior to launching her own consulting business, Donna was VP, Sales & GM for
Trico Evolution, a printing and packaging company in Ottawa, Ontario from 2017
to 2018. From 2014 to 2017, Donna was the VP, Sales for TC Media
Newspapers (a division of Transcontinental Printing) managing the advertising
sales teams across Atlantic Canada. Donna served as a Regional Director of
Advertising and then Publisher for Sun Media Corporations newspapers and
magazine publishing divisions from 2009 to 2014.
Donna began her media career in the advertising department of TorStar
Corporation where she held various management positions during her 19 years
there.
12
Fabio Menezes
Country Head
Brazilian Traffic Network
(“BTN”)
Appointed 1st June 2024
Fabio Luiz de Menezes serves as the Country Head at BTN, where he has made
significant contributions for the past 10 years as Sales Director. With over 20
years of experience in the media and advertising sector, Fabio brings extensive
knowledge gained from working at major advertising agencies across Brazil.
Holding a degree in Advertising, Fabio also has a postgraduate degree in
Marketing and Business, further solidifying his expertise in the field. Throughout
his career, Fabio has excelled in leading teams and developing effective
strategies to deliver profitable growth at the companies he has worked for.
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.
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
Committee
Nomination and
Remuneration
Committee (NRC)
Eligible
to
Attend
Attended
Eligible
to
Attend
Attended
Eligible
to
Attend
Attended
Peter Tonagh
6
6
1
1
4
4
David Ryan
6
6
4
4
4
4
Robert Loewenthal1
5
5
3
3
3
3
Corinna Keller
6
6
4
4
4
4
Alexi Baker
6
6
-
-
-
-
Craig Coleman2 /
Robert Martino3
1
1
-
-
1
1
1 Resigned as a Director and a member of all Committees on 28 May 2024
2 Appointed as a Director and a member of NRC on 7 June 2024
3 Appointed as an Alternate Director for Craig Coleman on 21 June 2024
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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.
Operating Strategy
The Company’s operating strategy is to grow its business through the acquisition of additional
and higher quality advertising inventory; and then the sale of a higher proportion, at a higher
price per unit, of its advertising inventory. The Company strategy to obtain additional or higher
quality, advertising inventory consists of the following:
•
Acquire inventory from existing radio and television stations for our existing products.
This is primarily accomplished by the payment of station compensation and
renegotiation of advertising inventory schedules with our Affiliates.
•
Acquisition of additional advertising inventory outside traditional traffic reporting.
•
Expansion into additional operating regions within our current operating countries, such
as the expansion into additional markets in Brazil.
•
Expanding the scope of our Affiliate network in existing markets.
Risk Factors
The business is subject to a number of risks, some of which are outside of our control. Some of
these risks and our strategy for mitigating them are as follows:
Loss of key radio station Affiliates
In FY 2024, 97% 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.
•
Where appropriate, pay cash to the stations in the form of station compensation.
Potential impact of Company’s fixed cost structure
A substantial majority of the 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 contractually committed
for a number of years, and difficult to adjust in the short run. As such any decrease in revenue
largely flows through to earnings and may adversely affect GTN’s future financial performance
and cash flows. 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 such other options will decrease the demand for our traffic
reports from radio stations. We attempt to defend against this possibility in a couple of ways:
14
•
By paying station compensation, we mitigate against the risk of an Affiliate reducing or
eliminating the number of traffic reports broadcast, ensuring a continued pipeline of
advertising inventory.
•
We are increasingly selling our reports as a network of information reports, adjacent to
high demand information content, rather than just traffic. In Australia, approximately
10% of our advertising inventory in the five metro markets is adjacent to news reports,
with additional advertising spots adjacent to weather, fuel and sports reports.
We believe the combination of these two strategies best protects the Group against a decline in
interest in traffic reports broadcast on traditional radio.
Decline in popularity of radio and television in general
Virtually all of the Group’s 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 outside of our control, we have employed
several strategies to attempt to mitigate this risk:
•
Our product is different from traditional radio advertising despite being broadcast on
radio stations. We sell a broad reach across all demographics with the spots having the
further advantage of solus placement adjacent to popular informational programming
that are generally read live by the announcer.
•
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.
•
Where possible, we support our Affiliates in their respective markets to ensure that the
regulatory environment for media continues to appropriately support the radio and
television broadcasting industry.
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, a significant
market decline in advertising spend will have a material impact on our revenue and profitability.
Adverse economic conditions
The advertising market is highly correlated to economic conditions in the markets we serve.
Recessions, supply-chain disruptions, pandemics and other macro-economic factors can have a
significant negative impact on our business. These factors are outside of our control. We
attempt to mitigate their negative impact by employing highly trained, talented sales staff to seek
to maximise our share of a smaller advertising market, while maintaining a strong balance sheet
to position us to “ride out the storm” of weakened economic conditions until better market
conditions prevail.
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
15
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 does not currently have plans to enter new markets but may do so in the future.
Expansion into new business lines
Expansion beyond our core business of selling advertising attached to content that is broadcast
on radio and television stations entails significant risk due to the Group’s lack of experience in
operating these new business opportunities. In FY 2022, GTN launched drone light show
operations and significantly expanded the business during FY 2023-24, which led to significantly
increased losses. The decision has now been taken to exit our drone operation in North America
but to offer it as an incentive to advertisers in Australia to maintain or increase their radio spend,
rather than sell the shows as a stand-alone offering.
GTN continues to manage new business expansion risk by a thorough due diligence and
approval process, acknowledging that this cannot fully eliminate all risks.
Foreign exchange fluctuations can have a negative impact on financial performance
A significant portion of our revenues (53% in FY 2024) 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 while we
currently do not have an intention to do so, we may enter into such hedging arrangements in the
future. This risk is mitigated by each country incurring virtually all its expenses in local currency.
The impact of this is that should revenue be reduced by an unfavourable currency movement;
expenses will also reduce. The negative impact to the financial statements is only on the net
difference between the 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.
16
Review and Results of Operations
Operating and Financial Review
Revenue for FY 2024 increased 4% to $184.2 million. Operating expenses increased $4.1
million (+2%) which resulted in EBITDA increasing 22% and Adjusted EBITDA increasing 15%
for FY 2024. The non-IFRS measurements used are defined in the table below and further
discussed later in this report.
(m)(4)
FY24
FY23
% Difference
Revenue
184.2
177.0
4%
EBITDA (2)
13.8
11.3
22%
Adjusted EBITDA (3)
22.3
19.3
15%
NPAT
5.7
2.6
115%
NPATA (1)
10.2
7.2
42%
NPATA per share (cents)
$0.05
$0.03
67%
(1) NPATA is defined as net profit after tax (NPAT) adjusted for the tax effected amortisation 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 amortisation.
(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 and
the loss on the write down of the drones.
(4) Amounts in tables may not add due to rounding. Percentage changes based on actual amounts prior to
rounding.
Revenue
Group revenue increased 4% compared to FY 2023 as the Group’s business continues to
rebound after the negative impact of the COVID-19 pandemic. Revenue increased significantly
in both the UK and Brazil during the period, however, Australia’s revenue decreased 3% and
Canada had a challenging finish to the year and posted an 11% revenue decline.
The Australia market constituted 47% of the Group’s revenue for FY 2024 versus 50% in FY
2023.
FY24 Revenue by Geographic Segment
(m)(4)
FY24
FY23
% Difference
Australia (ATN)
85.8
88.6
(3) %
Canada (CTN)
30.5
34.2
(11) %
United Kingdom (UKTN)
51.0
42.4
21%
Brazil (BTN)
16.9
11.9
42%
Total
184.2
177.0
4.1%
Revenue in local currency increased in the United Kingdom and Brazil while decreasing in
Canada and Australia. Fluctuations in exchange rates contributed to revenue growth in Brazil
and the United kingdom and reduced the % decline in Canada’s revenue.
17
FY24 Revenue by Geographic Segment – Local Currency
(m)(4)
FY24
FY23
% Difference
Australia (ATN) (AUD)
85.8
88.6
(3.1)%
Canada (CTN) (CAD)
27.1
30.8
(12.0)%
United Kingdom (UKTN) (GBP)
26.6
23.7
12.2%
Brazil (BTN) (BRL)
55.2
41.3
33.0%
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 and loss on the write down of the drones.
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 Southern Cross Austereo contract as a financing arrangement.
Amounts in tables may not add due to rounding. Percentage changes based on actual
amounts prior to rounding.
($m)(4)
FY24
FY23
Reconciliation of EBITDA and Adjusted EBITDA to Profit before
income tax
Profit before income tax
7.5
5.5
Depreciation and amortisation
13.3
12.3
Finance costs
1.5
1.8
Interest on bank deposits
(0.7)
(0.3)
Interest income on long-term
prepaid affiliate contract
(7.8)
(7.9)
EBITDA
13.8
11.3
Interest income on long-term
prepaid affiliate contract
7.8
7.9
Foreign currency transaction loss
0.2
0.0
Loss on Asset Disposal
0.5
0.0
Adjusted EBITDA
22.3
19.3
● Normalised Adjusted EBITDA is Adjusted EBITDA adjusted to a) add-back the one-
time costs of the departure of the Chief Operating Officer / Chief Financial Officer and
18
Executive Vice President, Business and Legal Affairs and b) add back revenues and
operating expenses related to the Group’s drone light show operations.
Management considers that Normalised EBITDA is an appropriate measure of the
changes in performance from year to year since it excludes discontinued programs and
one-time expenses, as well as, in the case of drone light show operations, better reflects
the performance of the Group’s core business without the impact of the start-up losses
of a new business line.
($m)(4)
FY24
FY23
Reconciliation of Adjusted EBITDA to Normalised Adjusted EBITDA
Adjusted EBITDA
22.3
19.3
Drone network losses included in EBITDA
1.7
2.6
CFO/General Counsel Transition
2.1
0.7
Normalised Adjusted EBITDA
26.1
22.6
● NPATA is net profit (loss) after tax adjusted to add-back the tax effected impact of
amortisation of intangible assets related to the purchase accounting arising from
GTCR’s acquisition of Global Traffic Network, Inc. in September 2011.
Management considers it appropriate to disclose NPATA because the amortisation of
the intangibles related to purchase accounting is both a non-cash charge and there will
be no future cash outlays to “replace” these assets once fully amortised.
($m)(4)
FY24
FY23
Reconciliation of Net profit after tax (NPAT) to NPATA
Profit for the year (NPAT)
5.7
2.6
Amortisation of intangible assets
(tax effected)
4.5
4.6
NPATA
10.2
7.2
Non-IFRS information has not been audited.
19
EBITDA and Adjusted EBITDA
(m)(4)
FY24
FY23
% Difference
Revenue
184.2
177.0
4%
Network operations and station
compensation expenses
(130.0)
(122.8)
6%
Selling, general and
administrative expenses
(39.3)
(42.5)
(7)%
Equity based compensation
expense
(0.5)
(0.4)
42%
Operating expenses
(169.8)
(165.6)
2%
Net F/X losses
(0.1)
-
0%
Loss on disposal of assets
(0.5)
-
0%
EBITDA
13.8
11.3
22%
Interest income on Southern
Cross Austereo Affiliate Contract
7.8
7.9
(1)%
Net F/X losses
0.1
-
0%
Loss on disposal of assets
0.5
0%
Adjusted EBITDA
22.3
19.3
15%
Adjusted EBITDA for FY 2024 was $22.3 million, an increase of 15% from FY 2023. Adjusted
EBITDA growth was driven by a 4% growth in revenue and a 7% decrease in S,G&A expenses
compared to FY 2023. If the impact of the drone network and one-time costs related to the
termination of the CFO and GC are removed from both periods’ results, Adjusted EBITDA
increased 16% in FY 2024 compared to FY 2023. We believe that while the form of the drone
losses is that of a profit and loss item, that these losses are more akin to an investment in the
drone business.
Operating expenses (defined as the sum of network operations, station compensation, selling,
equity based compensation, and general and administrative expenses) increased $4.1 million
(+2%) for the fiscal year. The material components of that increase are discussed below.
Network operations and station compensation expenses increased $7.2 million (+6%). Station
compensation accounted for $6.6 million (+92%) of this increase. The majority of this increase
was driven by the revenue growth at UKTN, where unlike the other markets, station
compensation is a variable cost. Network operations expenses related to the drone network
decreased $1 million when compared to FY 2023. The decrease was primarily due to a planned
scaling back of drone operations during the year.
Selling, general and administrative expenses decreased $3.2 million (-7%) compared to FY
2023. This decrease was primarily due to the scaling back of client entertainment expenditure
and associated FBT costs of The Australia Traffic Network amounting to a saving of $2.5 million.
Corporate overhead decreased by $1.1 million accounting for roughly a third of the overall
decrease in general and administrative expenses, this was largely driven by the net effect of
paying severance to the outgoing and embedding the incoming executive team.
20
Segment Adjusted EBITDA
Adjusted EBITDA by segment increased across the Group’s operating regions with the exception
of Canada. The Group’s drone operations are included in the Australia segment. Adjusted
EBITDA from drone operations for FY24 and FY23 was $(1.7) million and $(2.6) million,
respectively.
(m)(4)
FY24
FY23
% Difference
Australia (ATN)
21.4
17.7
20.4%
Canada (CTN)
3.4
5.6
(39.5)%
United Kingdom (UKTN)
3.4
2.3
51.9%
Brazil (BTN)
2.4
(0.0)
8,922%
Other(6)
(8.3)
(6.2)
32.4%
Total
22.3
19.3
15.4%
(6) Primarily corporate overhead
NPATA
The Group reported NPATA of $10.2 million which is an increase of 42% from FY 2023. The
increase is primarily related to the revenue growth and the decrease in S, G and A expenses
discussed above. Depreciation and amortisation increased $0.9 million primarily due to
depreciation related to the drone fleet which was purchased in 2H FY 2022 and FY 2023.
Finance costs decreased $0.2 million from FY 2023, primarily due to the lower outstanding debt
balances due, offset by higher interest rates on the debt facility. Income taxes decreased $0.9
million primarily due to the decline in Canadas profit before taxes.
The Group net loss related to the drone light show operations increased from $3.0 million in FY
2023 to $3.4 million in FY 2024, primarily due to write down of the drones lost in the Docklands
Harbour incident.
FY24 Cash Flow
The Group reported an increase in cash flow from its operations primarily due to the increase in
Adjusted EBITDA and positive working capital movements compared to FY 2023.
(m)(4)
FY24
FY23
Adjusted EBITDA
22.3
19.3
Non-cash items in Adjusted EBITDA
0.5
0.4
Change in working capital
6.3
0.7
Impact of Southern Cross Austereo
Affiliate Contract
2.1
2.1
Operating free cash flow before capital
expenditure
31.1
22.4
Capital expenditure (excludes assets
acquired under leases)
(4.6)
(5.6)
Net free cash flow before financing, tax
and dividends
26.6
16.7
As a result of the Group’s strong cash generation, the Group was able to
21
•
Pay $2.2 million in dividends, constituting FY 2024 interim dividend;
•
Repurchase and retire 4.7 million shares (2.2% of the shares outstanding at the
beginning of the fiscal year) for $1.9 million, and
•
Repay $16 million of the bank facility, reducing the outstanding debt from $24 million to
$8 million at 30 June 2024;
while maintaining a strong balance sheet including net cash of $20.0 million and cash balances
of $31.6 million at 30 June 2024. Since the beginning of FY 2021, the Group has reduced its
outstanding bank debt by $52 million, from $60 million on 1 July 2020 to $8 million on 30 June
2024.
Subsequent to the end of the financial year, on 15 August 2024, the Company announced that it
has cancelled the existing buyback program and has initiated a new on-market share buy-back
of up to 10% of its outstanding shares for a period of up to twelve months, beginning on 29th
August 2024. No target share price or minimum repurchase amount has been set.
Debt Financing
On 22 December 2022, the Group extended its current debt facility to 22 December 2025.
Previously, the debt facility was scheduled to mature on 30 September 2023. Other than the
repayment date, there were no material modifications to the previous debt facility.
There are no scheduled principal payments prior to the due date. Facility C consisted of a $30
million line of credit. A commitment fee of 45% of the applicable margin (currently 2.50%) is
incurred on any unutilised portion of Facility C. During FY 2024, the Group repaid $16 million of
Facility C and reduced its commitment by the same amount. The total amount of Facility C is $8
million which is 100% drawn down and there is no existing borrowing capacity under the facility.
The outstanding loan bears interest at BBSY plus the applicable margin (6.8545% (including the
applicable margin) at 30 June 2024).
During June 2024, due to the significant reduction of the overall debt balance, the business was
able to negotiate the removal of all financial covenants from the existing facility agreement.
Key operating metrics
Radio revenue increased in the Group’s United Kingdom and Brazil operating regions in FY
2024. The primary driver of this growth was an increase in the number of spots sold, which was
driven by either more spots available or higher sell-out, or in most cases, a combination of both
additional spots and higher sell-out rate.
Both of these regions posted a double digit increase in impacts/spots available with the United
Kingdom maintaining its sellout ratio and Brazil increasing its sellout ratio by 8%.
We believe that there is an opportunity to continue to increase revenue by higher sell-out of our
existing inventory across all our operating regions.
22
Key operating metrics by jurisdiction (local currency)
Notes
FY24
FY23
Australia
Radio spots inventory ('000s)
1
1,080
1,102
Radio sell-out rate (%)
2
60%
56%
Average radio spot rate (AUD)
3
125
132
Canada
Radio spots inventory ('000s)
1
639
667
Radio sell-out rate (%)
2
53%
56%
Average radio spot rate (CAD)
3
77
77
Notes
FY24
FY23
United Kingdom
Total radio impacts available ('000)
4
22,824
20,582
Radio sell-out rate (%)
5
85%
85%
Average radio net impact rate (GBP)
6
1.4
1.4
Brazil
Radio spots inventory ('000s)
1
555
495
Radio sell-out rate (%)
2
54%
46%
Average radio spot rate (BRL)
3, 7
211
210
1. Available radio advertising spots (primarily adjacent to traffic, news and information reports).
2. The number of radio spots sold as a percentage of the number of radio spots available.
3. Average price per radio spot sold net of agency commission.
4. The UK market measures inventory and units sold based on impacts instead of spots. An impact is a
thousand listener impressions.
5. The number of impressions sold as a percentage of the number of impressions available.
6. Average price per radio impact sold net of agency commission.
7. Not adjusted for taxes or advertising agency incentives that are deducted from net revenue.
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 utilised in preparing the annual
consolidated statement of profit or loss and other comprehensive income are as follows:
FY 2024
Actual PL
AVG
FY 2023
Actual PL
AVG
FY 2024
Actual BS
SPOT
FY 2023
Actual BS
SPOT
AUD:USD
0.66
0.67
0.67
0.67
AUD:CAD
0.89
0.90
0.91
0.88
AUD:GBP
0.52
0.56
0.53
0.52
AUD:BRL
3.27
3.47
3.73
3.19
23
Dividends
An interim dividend of $0.011 per share was paid 28 March 2024. The Board has declared a
final dividend of $0.017 per share for FY 2024.
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
Except as outlined in the Financial Statements and elsewhere in this Directors’ Report, no other
matter or circumstance has arisen since 30 June 2024 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. However, during FY24, the Group was investigated by the Environment
Protection Agency (EPA) following a GTN self-report of a drone show incident in July 2023 that
resulted in a loss of over 400 drones in Docklands Harbour. The Group conducted significant
remediation efforts to recover the drones. Although not all of the drones were recovered, the
environmental impact from the remaining unrecovered drones was considered negligible. The
EPA issued the Group with a Waste Abatement Notice and Improvement Notice (the
Notices). Both Notices have now been revoked by the EPA following the Group’s compliance
with the Notices through its remediation activities and improvements to the Group’s drone risk
management plans.
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 a wilful
default.
Pursuant to its constitution, GTN may arrange and maintain directors’ and officers’ insurance for
its Director’s 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
24
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 2024 and thereafter. These insurance policies insure against certain liabilities (subject to
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 $630 thousand for FY 2024.
Indemnity and insurance of the auditor
GTN has not, during or since the end of the financial year, indemnified or agreed to indemnify
the auditor of the consolidated entity or any related entity against a liability incurred by the
auditor. During the financial year, the Group has not paid a premium in respect of a contract to
insure the auditor of the consolidated entity or any related entity.
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 9 of the Consolidated Financial Report.
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:
2024
2023
$
$
Total remuneration for non-audit services
-
-
25
Remuneration Report (audited)
The directors present the GTN 2024 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 9 - 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
Resigned 30 June 2023
Peter Tonagh
David Ryan AO
Robert Loewenthal
Resigned 28th May 2024
Corinna Keller
Craig Coleman
Appointed 7th June 2024
Alexandra Baker
Other key management personnel
Name
Position
Scott Cody
Chief Operating Officer and Chief Financial Officer - Resigned
29th February 2024
Gary Worobow
Executive Vice President, Business and Legal Affairs –
Resigned 29th February 2024
Brent Henley
Sophie Jackson
Global Chief Financial officer – Appointed 11th December
2023
Global General Counsel – Appointed 12th February 2024
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
26
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;
● 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
Performance
metrics
Potential
Value
Changes for FY24
Fixed
Remuneration
(FR)
Provide
competitive
market salary
N/A
Varies
Contractual increases
of 3-5% effective 1
Jan 2025
Short-term
incentive (STI)
Reward for in
year
performance
See discussion in
(c)(ii) below
Varies
Targets adjusted on
an annual basis
Long-term
incentive (LTI)
Alignment to
long-term
shareholder
value
Vesting based on
continued service
only
Varies
Annual grants
anticipated during
FY25.
Balancing short-term and long-term performance
Annual incentives are set at levels designed to maximise 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
(i)
Fixed annual remuneration (FR)
Executives may receive their fixed remuneration as cash. FR is reviewed annually or upon
promotion or change in circumstance. Superannuation is included for Australia based
employees and directors only.
27
(ii)
Short-term incentives (STI)
Feature
Description
Maximum
bonus
Executive management 103,633 to $160,330 (USD) and
$114,000 to $120,000 AUD.
Performance
Metrics
See discussion below.
Delivery of STI
100% paid upon conclusion of fiscal year after completion of
audit of financial statements
Board
discretion
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 AUD and amounts to be paid are based on estimated
USD/AUD exchange rate of 1.5251:1 at 30 June 2024. The STI has not
changed in USD from FY23 to FY24.
Previously, the sole metric considered was Adjusted EBITDA. The Board has determined that it
would be best to expand the performance metrics in order to achieve the following:
1. Metrics should be skewed towards key financial outcomes although some non-financial
outcomes could be considered;
2. The STI framework should be simple and easy to understand;
3. Financial metrics should be aligned with shareholder value drivers;
4. Financial targets should be set so that meeting budget is a qualifier with upside for
outperformance but no reward for not meeting budget;
5. Metrics should be as objective as possible but with allowance for Board discretion; and
6. Any adjustments to metrics should be identified and agreed with the Board as soon as
identified so that the Board can agree or disagree with the proposed change in advance.
With this in mind, the framework was changed to incorporate a combination of financial and non-
financial metrics whereby the financial targets are set to align with the budget and the non-
financial metrics are set by the board to reflect the key areas of focus for the year ahead.
For FY 2024:
1. Financial metrics account for 70% of the STI potential. There were two financial metrics
with equal weighting:
a. Gross Revenue (35% of STI potential) – As the business is judged based on
growth in revenues it makes sense to align incentives around revenue. For FY
2024 the target was set at $186m in line with budget. The bonus increases by
5% for every $2m of revenue earned above target with a cap of 150%.
b. Adjusted EBITDA Margin (35% of STI potential) – Adjusted EBITDA is the key
metric tracked by the investment community. By adding Adjusted EBITDA
Margin as a metric there is incentive for management to balance cost and
revenue to deliver Adjusted EBITDA. The target for Adjusted EBITDA Margin for
2024 was set at 13.6% (in line with budget) with payout increasing by 5% for
every 0.25% increase beyond 12.1% with a cap of 150%.
Based on these two metrics, the financial component of STI would pay out at
100% if the target of $186m of revenue at a 13.6% Adjusted EBITDA Margin is
achieved.
c. Non-Financial Metrics (30% of STI potential) –The non-financial components
emphasise key areas that the Board would like particular management focus on
over the course of the year. For FY 2024:
i. An approved FY25 Budget in June 2024 (10%)
28
ii. A succession plan for key executives together with associated staff
development plans for identified successors (10%)
iii. An agreed investor relations plan including participation at agreed
investor events (10%).
This combination of metrics emphasises the key focus areas of the board, rewards
the Executive Team for outperforming budget and ensures that the importance of
key non-financial areas can be clearly flagged.
(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
the conditions summarised below.
Feature
Description
Allocation
Grants to the CEO are discretionary with grants to other
executive management determined as a percentage of the
CEO's grant.
Current
Performance
Metrics
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 the service 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.
(d)
Link between remuneration and performance
FY 2024
Based on the criteria outlined in (c) (ii) above, the following STI bonus criteria were achieved for
FY 2024:
STI
achieved
(%)
STI
achieved
(%)
Former
Executive
Team
Current
Executive
Team
Revenue
18%
Adjusted EBITDA Margin
18%
Approved FY25 Budget
10%
Succession Plan
10%
Investor Relations
10%
Discretionary (pro-rata based on time served)
100%
29
The Group Adjusted EBITDA performance for FY 2024 reached 88% of the target set by the
board and the board awarded the former executive management team 66% of their bonus
potential for the period. The new executive management team was awarded 100% of their bonus
potential for the period on a pro-rata, time served basis.
Prior Periods
The Group Adjusted EBITDA performance for FY 2023 reached 91% of the target set by the
board and the board awarded executive management 100% of their bonus potential for the
period.
The Group’s Adjusted EBITDA performance for FY 2022 reached 92% of the target set by the
board (the target was a 33% increase over FY 2021) and the board awarded executive
management 25% of their bonus potential for the period.
The Group’s Adjusted EBITDA performance for FY 2021 reached 1,365% of the target set by the
board (the target was a 93% decrease over FY 2020) and the board awarded executive
management 50% of their bonus potential for the period. The Adjusted EBITDA target for FY
2021 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.
The Group reached 37% of its targeted Adjusted EBITDA for FY 2020 and executive
management received 0% of their short-term incentive potential for the year. The Group’s
performance was significantly negatively impacted by the onset of the COVID-19 pandemic.
Performance against key measures and impact on variable remuneration
(m)
FY
2024
FY
2023 (1)
FY
2022
FY
2021
FY
2020
Adjusted EBITDA
22,288
19,314
17,089
14,020
14,248
Increase/(decrease)
+15%
+13%
+22%
(2)%
(62)%
STI paid (% of potential)
66% (2)
100% (3)
0% - 100%
Avg. 46%
25%
50%
0%
(1) For FY 2023, the criteria for executive bonuses was modified and Adjusted EBITDA was
removed as a bonus metric. However, since Adjusted EBITDA was previously used as the sole
criteria, the information is being provided for comparability
(2) Former executive – Gary Worobow and Scott Cody
(3) Current executive – Sophie North and Brent Henley
Statutory key performance indicators of the Company over the past five years
FY
2024
FY
2023
FY
2022
FY
2021
FY
2020
Profit (loss) from continuing
operations attributable to owners
($’000’s)
5,633
2,635
2,802
(89)
319
Basic earnings (loss) per share
$0.03
$0.01
$0.01
$0.00
$0.00
Dividends paid ($‘000’s)
2,217
2,985
2,799
-
3,015
Dividend pay-out ratio (%)
39.6%
113%
100%
0%
945%
Increase/(decrease) in share price
(%)
0%
+14%
(12)%
+10%
(55)%
30
(e) Remuneration expenses for executive KMP
Fixed remuneration
Variable
Remuneration
Name
Year
Cash
Salary
Non-
monetary
benefits
Post-
employment
benefits
Other
STI -
Cash
bonus
Equity
based
comp
Total
(1)(2)(6)
(2)
(10)
(4)(6)
(6)
(3)(7)(8)
(9)
(5)
Executive
Management
William Yde
III
2024
-
-
-
-
-
-
-
(4)(6)(7)(8)
(10)
2023
1,341,116
-
-
1,636,160
-
7,224
2,984,500
Scott Cody
2024
639,451
-
989,936
25,189
105,959
221,611
1,982,146
(4)(6)
2023
864,583
-
-
35,651
240,555
155,525
1,296,314
Gary
Worobow
2024
530,015
-
842,567
25,189
68,489
183,936
1,650,196
(4)(6)
2023
716,605
-
-
35,651
155,488
129,050
1,036,794
Brent
Henley
2024
241,222
-
-
-
66,452
-
307,674
2023
-
-
-
-
-
-
-
Sophie
Jackson
2024
158,959
-
-
-
43,569
-
202,528
2023
-
-
-
-
-
-
-
(1) Includes superannuation where applicable.
(2) Payments for annual leave are considered a component of cash salaries unless paid in addition to
salary.
(3) Amounts based on expense recognised 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 USD 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 cancelled stock options.
(8) Equity based compensation consists solely of stock options.
(9) Mr. Yde’s other compensation for FY 2023 is detailed in the table below.
(10) Severance payments and vacation payout.
31
Other Compensation – William Yde III – FY 2023
Mutual separation payment
1,017,956
Health care cash stipend
35,651
Airline flights for spouse
241,770
Fringe benefit tax on spousal flights
236,377
Vacation pay
104,406
Total Other compensation
1,636,160
(f) Contractual arrangements with executive KMP
Component
Executive management
description
Fixed remuneration
Range between $422,000 and
$444,000 from 11 December 2023 to
30 June 2024, potential 3-5%
increase per annum thereafter.
Contractual term
Ongoing contract
Notice by the individual
By the Employee voluntarily upon at
least four (4) months written notice to
the Company. Should the executive
terminate their employment, they will
be entitled to up to four severance.
Severance is calculated based on a
formula that subtracts the required
transition time (as determined by the
Company) from the maximum four-
month period.
Eligible for pro-rata STI for year
Termination of employment
(without cause)
By the Company without Cause upon
four (4) months written notice to
Employee.
Eligible for pro-rata STI for year
Termination of employment
(with cause) or by the
individual
Immediately
(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.
Effective 1 December 2021 the directors’ fees reverted to the pre-1 April 2020 levels.
Directors are contractually required to purchase Company shares equal to one year’s initial
salary within three years of joining the board. Currently all directors are in compliance with their
obligations to purchase Company shares. Due to the voluntary reduction in directors’ fees
discussed above, the Board deemed Corinna Keller to be in compliance with her share purchase
obligation as her share purchases exceeded her previously reduced base fee. Ms. Keller’s has
subsequently purchased shares so that the purchase price of her current shares in the Company
32
stock exceed her current annual director fee. Alexandra Baker was appointed to the Board on 1
June 2022 and has until 1 June 2025 to complete her obligation to purchase shares.
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:
Base
Fees
Chair
$200,000
Other independent non-executive directors
$100,000
Additional fees
Audit and risk committee – Chair
$40,000
Audit and risk committee – member
-
Nomination and remuneration committee – Chair
-
Nomination and remuneration committee –
member
-
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
Total
P Tonagh
2024
200,000
-
-
200,000
2023
200,000
-
-
200,000
R Loewenthal (3)
2024
91,667
-
-
91,667
2023
100,000
-
-
100,000
D Ryan
2024
100,000
40,000
-
140,000
2023
100,000
40,000
-
140,000
C Keller (1)
2024
109,806
-
-
109,806
2023
106,952
-
-
106,952
A Baker
2024
100,000
-
-
100,000
2023
100,000
-
-
100,000
Craig Coleman (2)
2024
-
-
-
-
Total non-
executive director
remuneration
2024
601,473
40,000
641,473
Total non-
executive director
remuneration
2023
606,952
40,000
-
646,952
(1) Paid in United States dollars (USD). Amount translated into AUD based on same
exchange rates as annual financial statements.
(2) Appointed to Board 7 June 2024
(3) Resigned May 28 2024
33
Whooshkaa Podcasting Platform, a company controlled by Robert Loewenthal up until its sale in
December 2021, provided podcasting hosting services to the Group at no charge. The fair-
market value of the service provided was de minimus and the Group no longer provides
podcasts.
Spotify, a company which Robert Loewenthal serves as Business Development Director,
sells advertising time on its platform in Canada to the Group. The amount purchased for the
past two fiscal years was as follows:
FY 2024
$ 58,464
FY 2023
$ 162,193
Australian Broadcasting Corporation, a company of which Peter Tonagh is deputy chair 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 2024
$ 57,456
FY 2023
$ 57,456
National Rugby League, a company of which Alexandra Baker is employed, has purchased
advertising from the Group’s Australian subsidiary. The amount purchased for the past two
fiscal years was as follows:
FY 2024
$ 0
FY 2023
$ 10,000
(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
Fixed
remuneration
At Risk – STI
At Risk – LTI*
Name
2024
2024
2024
Key management personnel of the group
S Cody
84%
5%
11%
G Worobow
85%
4%
11%
B Henley
78%
22%
0%
S Jackson
78%
22%
0%
*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 2024.
34
Total STI bonus (cash)
(1)(2)
LTI Options(3)(4)
Total
Opportunity
Awarded
Value
granted
Value
exercised
Forfeited (4)
$
%
$
%
%
2024
2024
2024
2024
2024
Name
S Cody (1)
163,012
66%
79,525
23%
11%
G Worobow (2)
105,366
66%
66,006
-
11%
B Henley
66,452
100%
-
-
-
S Jackson
43,569
100%
-
-
-
(1) USD 160,330. Amounts in the table have been translated into AUD based on the
exchange rate used to prepare the financial statements and pro rated 8 months.
(2) USD 103,633. Amounts in the table have been translated into AUD based on the
exchange rate used to prepare the financial statements and pro rated 8 months.
(3) Represents percentage of LTI Options forfeited during the period divided by LTI
Options outstanding at 1 July 2023 (vested and unvested) plus options granted in
FY 2024.
(4) 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.
(iii)
Terms and conditions of equity-based payment arrangements.
FY2024
Balance at start of year
Grants (1)
Exercised
Forefeited
Balance at end of year
Vested during
year
Vested
Unvested
#
%
%
Vested
Unvested
#
%
(2)
(2)
Yde
333,333
-
-
-
-
-
-
333,333
-
-
-
Cody
2,689,076
1,666,668
500,000
(1,000,000)
23%
(490,225)
11%
2,032,186
1,333,333
833,335
19%
Worobow
2,229,211
1,383,334
415,000
-
-
(406,321)
11%
2,514,557
1,106,667
691,667
19%
(1) Options granted on 17 Nov 2023
(2) %’s based on opening options outstanding
35
Ordinary Shares
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
FY2024
Name
D Ryan (2)
150,000
-
-
-
150,000
R Loewenthal (2) (4)
98,293
-
-
(17,417)
80,876
C Keller
223,450
-
-
-
223,450
P Tonagh (3)
567,287
-
-
-
567,287
A Baker (2)
30,000
-
26,142
-
56,142
S Cody (4)
-
260,969
-
-
260,969
C Coleman (5)
71,127,448
-
-
-
71,127,448
G Worobow (1) (4)
10
-
-
-
10
B Henley
-
-
-
-
-
S Jackson
-
-
-
-
-
(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) Mr Cody and Mr Worobow resigned effective 29th February 2024, closing balance as at 30th
June 2024, Mr Lowenthal resigned 28th May 2024, closing balance as at 30th June 2024.
(5) Appointed 28th May 2024. 70,627,448 shares held in capacity as managing partner at
Viburnum Funds Pty Ltd and 500,000 shares held in beneficial ownership of the Coleman
Superannuation fund.
On 17 November 2023, the Company issued stock options to the following KMP as outlined in
the following table:
Grantee
Number of
Options
Issued
Fair Value of
Options Granted
Scott Cody
500,000
$79,525
Gary Worobow
415,000
$66,006
36
The terms of the granted options are as follows:
Grant date
17 November 2023
Expiration date
17 November 2028
Share price at grant date
$0.385
Fair value at grant date
$0.161
Exercise price
$0.385
Expected volatility (based on historic and
expected volatility of Company’s shares)
64.04
%
Expected life
3.83 years
Expected dividends
3.64
%
Risk-free interest rate (based on government
bonds)
4.23
%
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:
● FY 2024
$218,088
● FY 2023
$202,380
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.
(iv)
Reliance on external remuneration consultants
The board engaged Guerdon Associates to review the salary packages of the new executive
team including recommending a new LTI plan structure designed to reward the creation of
shareholder value and provide a recommendation on a salary sacrifice plan for non-executive
Directors. The engagement with Guerdon Associates was initiated and managed by the
Chairman of the Board. In total the Company spent $101,386.09 with Guerdon for these
services. The Board is satisfied that the remuneration recommendation was made free from
undue influence by the member(s) of key management personnel to whom the recommendation
relates since the engagement was wholly managed by the Chairman of the Board.
(v)
Voting of shareholders at last year’s annual general meeting
During the last annual general meeting, the shareholders voted 89.44% in favour of adoption of
the remuneration report for the year ended 30 June 2023.
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.
End of Remuneration Report
37
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 38.
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
Chair
27 August 2024
Grant Thornton Audit Pty Ltd
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383 Kent Street
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Locked Bag Q800
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1230
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www.grantthornton.com.au
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Legislation.
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 2024, I declare that, to the best of my knowledge and belief, there
have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
b 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, 27 August 2024
38
39
GTN Limited
ACN 606 841 801
Consolidated Financial Report
For the year ended 30 June 2024
40
Contents
Page
Consolidated Statement of Profit or Loss and Other Comprehensive Income
42
Consolidated Statement of Financial Position
43
Consolidated Statement of Changes in Equity
44
Consolidated Statement of Cash Flows
45
Notes to the Consolidated Financial Statements
46
Directors’ Declaration
85
GTN Limited
For the year ended 30 June 2024
41
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2024
Notes
2024
2023
$’000
$’000
Revenue
6
184,232
177,002
Other income
6
749
291
Interest income on long-term prepaid affiliate contract
6
7,828
7,946
Network operations and station compensation expenses
(129,960)
(122,791)
Selling, general and administrative expenses
(39,301)
(42,483)
Equity based compensation expenses
22
(511)
(360)
Depreciation and amortisation
7
(13,264)
(12,329)
Finance costs
7
(1,546)
(1,753)
Loss on asset disposal
(525)
-
Foreign currency transaction loss
7
(166)
(32)
Profit before income tax
7,536
5,491
Income tax expense
8
(1,873)
(2,856)
Profit for the year
5,663
2,635
Other comprehensive (loss)/income for the year, net of income tax:
Items that may be reclassified to profit or loss
Foreign currency translation reserve
(1,523)
1,976
Total other comprehensive (loss)/income for the year
(1,523)
1,976
Total comprehensive income for the year
4,140
4,611
Earnings per share attributable to the ordinary equity holders:
Basic earnings per share
20
$0.03
$0.01
Diluted earnings per share
20
$0.03
$0.01
Total profit for the year and other comprehensive (loss) / income are fully attributable to members of the Company
This statement should be read in conjunction with the notes to the financial statements.
GTN Limited
For the year ended 30 June 2024
42
Consolidated Statement of Financial Position
As at 30 June 2024
Notes
2024
2023
$’000
$’000
Assets
Current
Cash and cash equivalents
10
31,556
30,606
Trade and other receivables
11
39,181
41,194
Current tax asset
15
2,440
4,385
Other current assets
12
5,564
4,938
Current assets
78,741
81,123
Non-current
Property, plant and equipment
14
9,258
10,654
Intangible assets
13
20,670
27,116
Goodwill
13
96,303
96,422
Deferred tax assets
15
5,058
4,806
Other assets
12
89,271
90,863
Non-current assets
220,560
229,861
Total assets
299,301
310,984
Liabilities
Current
Trade and other payables
16
42,936
39,244
Contract liabilities
18
1,552
1,415
Current tax liabilities
15
157
63
Financial liabilities
19
1,541
1,215
Provisions
17
1,242
1,312
Current liabilities
47,428
43,249
Non-current
Trade and other payables
16
71
78
Financial liabilities
19
10,098
25,912
Deferred tax liabilities
15
23,441
24,051
Provisions
17
392
318
Non-current liabilities
34,002
50,359
Total liabilities
81,430
93,608
Net assets
217,871
217,376
Equity
Share capital
21
430,336
432,128
Reserves
6,420
8,159
Accumulated losses
(218,885)
(222,911)
Total equity
217,871
217,376
This statement should be read in conjunction with the notes to the financial statements.
GTN Limited
For the year ended 30 June 2024
43
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Notes
Issued
Capital
Common
Control
Reserve
Foreign Currency
Translation Reserve
Equity Based
Payments
Reserve
Accumulated
Losses
Total
Equity
$’000
$’000
$’000
$’000
$’000
$’000
Balance at 30 June 2022
437,508
(24,655)
29,096
5,773
(224,153)
223,569
Total comprehensive income (loss):
Net profit
-
-
-
-
2,635
2,635
Other comprehensive income
-
-
1,976
-
-
1,976
-
-
1,976
-
2,635
4,611
Transactions with owners in their capacity as owners:
Equity based compensation
22
-
-
-
360
-
360
Dividends
-
-
-
-
(5,784)
(5,784)
Shares repurchased and retired
(5,380)
-
-
-
-
(5,380)
Reclass expired stock options
-
-
-
(4,391)
4,391
-
(5,380)
-
1,976
(4,031)
1,242
(6,193)
Balance at 30 June 2023
432,128
(24,655)
31,072
1,742
(222,911)
217,376
Total comprehensive income (loss):
Net profit
-
-
-
-
5,663
5,663
Other comprehensive loss
-
-
(1,523)
-
-
(1,523)
-
-
(1,523)
-
5,663
4,140
Transactions with owners in their capacity as owners
Equity based compensation
22
-
-
-
511
-
511
Dividends
-
-
-
(2,217)
(2,217)
Option Exercise
147
(147)
-
Shares repurchased and retired
(1,939)
-
-
-
-
(1,939)
Reclass expired stock options
-
-
-
(580)
580
-
(1,792)
-
(1,523)
(216)
4,026
495
Balance at 30 June 2024
430,336
(24,655)
29,549
1,526
(218,885)
217,871
This statement should be read in conjunction with the notes to the financial statements.
GTN Limited
For the year ended 30 June 2024
44
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Notes
2024
2022
$’000
$’000
Operating activities
Receipts from customers
209,199
195,245
Payments to suppliers and employees
(180,095)
(173,991)
Interest received
749
291
Finance costs
(1,509)
(1,666)
Income tax paid
(617)
(853)
Net cash from operating activities
24
27,727
19,026
Investing activities
Purchase of property, plant and equipment
(4,616)
(5,640)
Proceeds from sale of property, plant and equipment
340
-
Net cash used in investing activities
(4,276)
(5,640)
Financing activities
Shares repurchased
(1,939)
(5,380)
Option exercise
147
-
Dividends
(2,217)
(5,784)
Deferred financing costs
(5)
(52)
Debt repayment
(16,000)
(6,000)
Principal elements of lease payments
(1,524)
(1,626)
Net cash used in financing activities
(21,538)
(18,842)
Net change in cash and cash equivalents
1,913
(5,456)
Cash and cash equivalents, beginning of year
30,606
34,844
Exchange differences on cash and cash equivalents
(963)
1,218
Cash and cash equivalents, end of year
10
31,556
30,606
Non-cash financing and investing activities:
Property acquired under leases
2,181
1,132
This statement should be read in conjunction with the notes to the financial statements.
45
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 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 2024 (including comparatives) were
approved and authorised for issuance on 28 August 2024. The directors have the power to amend and reissue
the financial statements.
46
2
Summary of material accounting policy information
The material 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.
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
2024. 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.
47
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 recognised
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 recognised 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.
48
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 over time as the performance obligation - the delivery of the
advertising commercial - is delivered on the basis that the customer simultaneously receives and consumes
the benefits over the period of delivery of the advertisement.
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. The Group’s Brazilian
subsidiary is charged sales tax by the governmental authorities on its revenue which is treated as a reduction
of revenue for financial reporting. 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 28 (Segment information)).
2.6
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
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 2024 or 1 July 2023 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.
49
The amount of any impairment loss is recognised in profit or loss as receivable impairment loss. 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 receivable impairment loss in profit or loss.
2.7
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.
2.8
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.
2.9
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:
50
•
computer equipment: 3-5 years
•
motor vehicles: 7 years
•
helicopters and fixed wing aircraft: 6-8 years
•
drones: 2 years
•
helicopters engine rebuilds: 2-3 years
•
furniture, equipment and other: 5-10 years
•
recording, broadcasting and studio equipment: 5 years
•
leasehold improvements: shorter of useful life or lease term
•
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.
2.10 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 (generally one to
five years) 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
• 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.
51
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.
2.11 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 and intangible assets that have an indefinite useful life (trade names)
have been allocated (determined by the Group’s management as equivalent to its operating segments) are
tested for impairment at least annually. All other individual assets (including property, plant and equipment)
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 of disposal 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.
2.12 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.
52
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. 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 receivable impairment loss.
Classification and subsequent measurement of financial liabilities
The Group’s financial liabilities include borrowings, lease liabilities 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.
2.13 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.
53
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 recognises 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 recognised in the wholly owned subsidiaries’ financial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice
from the head entity. 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 recognised 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 recognised as a contribution to (or distribution from) wholly owned tax consolidated
subsidiaries.
54
2.14 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 are 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.
2.15 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.
2.16 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.
55
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.
2.17 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.
Upon exercise of equity instruments, the proceeds received net of any directly attributable transaction costs
are allocated to issued capital.
2.18 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.
56
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.
2.19 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 recognised 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 recognised 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
station compensation expense over the contract period is recognised equal to any cash payments, including an
estimate of inflationary adjustments expected to be paid on a straight-line basis over the contract term.
2.20 Rounding of amounts
The Group 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.
2.21 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 15 (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 13 (Intangible assets).
Useful lives of intangible assets
Management reviews its estimate of the useful lives of definite lived intangible assets, which consist of the
Group’s affiliate agreements with radio and television stations, at each reporting date, based on the expected
utility of the assets. Uncertainties in these estimates relate to the amount and length of expected future cash
flows from these assets that may impact the value of the station contracts. See Note 13 (Intangible assets).
57
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 12 (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 judgement as to what the ultimate outcome of a tax
position will be prior to filing returns or rulings from the relevant tax authorities. See Note 15 (Current and
deferred tax assets and liabilities).
2.22 Parent Entity financial information
The financial information for the Parent Entity, GTN Limited disclosed in Note 26 (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 recognised when the right to receive the dividend is established.
2.23 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker.
2.24 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.
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.
58
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.
4
Financial risk management
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 but does not do so currently.
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 cooperation with the Group's operating units in accordance with the Board policy.
The Group holds the following financial instruments:
2024
2023
$’000
$’000
Financial assets
Cash and cash equivalents
31,556
30,606
Trade and other receivables
39,181
41,194
70,737
71,800
Financial liabilities
Trade and other payables
36,274
32,084
Interest bearing liabilities
11,638
27,127
47,912
59,211
(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.
(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 utilised 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:
2024
2023
Weighted
average
interest rate
Balance
Weighted
average
interest rate
Balance
%
$’000
%
$’000
Cash and cash equivalents
0.85%
31,556
0.02%
30,606
Borrowings
6.85%
(8,000)
3.26%
(24,000)
Net exposure to cash flow interest rate risk
23,556
6,606
59
An official increase/decrease in interest rates of 100 (2023 : 100) basis points would have favourable/adv
erse effect on profit before tax of $236 thousand (2023: favourable/adverse $66 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 exchange rate:
Short Term Exposure
Long Term Exposure
USD
GBP
CAD
BRL
Other
USD
GBP
CAD
BRL
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
30 June 2024
Financial assets
1,628
20,579
21,283
3,478
80
-
-
-
-
Financial liabilities
(1,577)
(10,187)
(5,352)
(2,846)
(138)
-
(964)
(657)
(99)
Total exposure
51
10,392
15,931
632
(58)
-
(964)
(657)
(99)
30 June 2023
Financial assets
215
21,130
21,697
2,938
13
-
-
-
-
Financial liabilities
(240)
(6,162)
(4,685)
(1,425)
(138)
-
(83)
(1,007)
(137)
Total exposure
(25)
14,968
17,012
1,513
(125)
-
(83)
(1,007)
(137)
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.
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.
60
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.
2024
2023
$’000
$’000
Total facilities
Bank debt facility
8,000
24,000
Used at balance date
Bank debt facility
8,000
24,000
Unused at balance date
Bank debt facility
-
-
(ii) Maturities of financial liabilities
Contractual maturities of financial liabilities
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
At 30 June 2024
Non-derivatives
Non-interest bearing
Trade and other payables
36,203
-
71
-
36,274
36,274
Interest bearing
Bank loans (1)(2)
548
8,274
-
8,822
7,969
Leases (1)
1,695
1,173
1,096
-
3,964
3,670
Total
38,446
9,447
1,167
-
49,060
47,913
(1) Cash flows include an estimate of future contractual payments of interest
(2) Carrying amounts are net of capitalised transaction costs
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
At 30 June 2023
Non-derivatives
Non-interest bearing
Trade and other payables
32,006
-
78
-
32,084
32,084
Interest bearing
Bank loans (1)(2)
1,600
1,600
24,767
-
27,967
23,936
Leases (1)
1,321
1,639
440
-
3,400
3,191
Total
34,927
3,239
25,285
-
63,451
59,211
(1) Cash flows include an estimate of future contractual payments of interest
(2) Carrying amounts are net of capitalised transaction costs
61
(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.
5
Capital Management
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.
6
Revenue and other income
2024
2023
$’000
$’000
Revenue from contracts with customers
Sale of advertising commercials – net of agency commissions and taxes
recognised over time
184,232
177,002
184,232
177,002
Other income
Interest on bank deposits
749
291
749
291
Interest income on long-term prepaid affiliate contract (see Note 12)
7,828
7,946
See Note 28 (Segment information) for the geographical allocation of the Group’s revenue.
62
7
Expenses
2024
2023
$’000
$’000
Profit before income tax includes the following specific expenses:
Employee benefits expense
45,394
45,765
Defined contribution superannuation expenses
1,295
1,253
Depreciation
6,861
5,982
Amortisation
6,403
6,347
Finance costs - bank loan and line of credit
1,345
1,630
Finance costs - leases
201
123
Rental expenses relating to short-term and low value leases
798
1,347
Foreign exchange loss on intercompany loans within the group
166
32
8
Income tax expense
The major components of tax expense and the reconciliation of the expected tax expense based on the
statutory tax rate at 30% (2023: 30%) and the reported tax expense in profit or loss are as follows:
2024
2023
$’000
$’000
Profit before income tax
7,536
5,491
Tax rate: 30% (2023: 30%)
2,261
1,647
Taxes on foreign earnings
(108)
26
Tax effect of permanent differences
428
725
(Recognition of previously unrecognised tax losses)/unrecognised tax losses
(791)
699
State taxes
-
-
Under (over) provision for income tax in prior year
27
84
Impact of tax rate changes
-
(43)
Other
56
(282)
Income tax expense
1,873
2,856
2024
2023
$’000
$’000
Expense
Current
1,011
516
Deferred
862
2,340
Income tax expense
1,873
2,856
Other comprehensive income
Current
-
-
Deferred
-
-
-
-
63
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 $24,141 thousand (2023: $21,556 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 in those jurisdictions. The unrecognised deferred
tax asset is primarily related to the United States. The net operating losses that have not been recognised do
not expire.
The group recognized $745 thousand of tax benefit related to previously unrecognized tax losses related to its
Brazilian subsidiary. The Brazil subsidiary became a tax paying entity during the current period and
management expects to utilize these assets against future taxes in Brazil.
9
Auditor’s remuneration
Auditor remuneration details are as follows:
2024
2023
$
$
Grant Thornton
Audit and other assurance services
Auditors of the Group:
Audit and review of financial statements
572,520
538,879
Remuneration from audit and other assurance services
572,520
538,879
Total remuneration of Grant Thornton
572,520
538,879
Network firms of Grant Thornton
Audit and other assurance services
Auditors of the Group:
Audit and review of financial statements
68,344
60,477
Remuneration from audit and other assurance services
68,344
60,477
Total remuneration of network firms of Grant Thornton
68,344
60,477
Total auditor’s remuneration – Grant Thornton
640,864
599,356
10
Cash and cash equivalents
Cash and cash equivalents consist of the following:
2024
2023
$’000
$’000
Cash at bank and in hand:
Cash at bank and in hand
27,547
22,940
Short term deposits
4,009
7,666
Cash and cash equivalents
31,556
30,606
64
11
Trade and other receivables
Trade and other receivables consist of the following:
2024
2023
$’000
$’000
Trade receivables
39,880
42,256
Loss allowance
(699)
(1,062)
Trade receivables
39,181
41,194
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. Impairment loss was $0 thousand (2023: $89 thousand) for the
years ended 30 June 2024 and 2023, respectively.
The movement in the loss allowance can be reconciled as follows:
2024
2023
$’000
$’000
Balance 1 July
(1,062)
(936)
Amounts written off
342
-
Translation differences
21
(37)
Impairment loss
-
(89)
Balance 30 June
(699)
(1,062)
Current
Not more
than 3
months
past due
More than
3 months
past due
Total
$’000
$’000
$’000
$’000
At 30 June 2024
Expected loss rate
-%*
-%*
17%
2%
Gross carrying amount – trade
receivables
32,974
2,756
4,150
39,880
Loss allowance
-
-
699
699
*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.
65
Current
Not more
than 3
months
past due
More than
3 months
past due
Total
$’000
$’000
$’000
$’000
At 30 June 2023
Expected loss rate
-%*
-%*
21%
3%
Gross carrying amount – trade
receivables
32,696
4,562
4,998
42,256
Loss allowance
-
-
1,062
1,062
*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.
12
Other assets
Other assets reflected on the consolidated statement of financial position consist of the following:
2024
2023
$’000
$’000
Current
Prepaid station affiliate contracts(i)
1,601
1,657
Other prepaid station affiliate contracts
954
-
Deposits on fixed assets
1,039
1,376
Prepaids and other current assets
1,970
1,905
5,564
4,938
Non-Current
Prepaid station affiliate contract(i)
89,036
90,636
Other assets
235
227
89,271
90,863
(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.
66
13
Intangible assets
Detail of the Group’s intangible assets and their carrying amounts are as follows:
Goodwill
Trade names
Station
contracts
Advertising
contracts
Total
$’000
$’000
$’000
$’000
$’000
Gross carrying amount
Balance at 1 July 2023
96,422
12,693
89,740
66,543
168,976
Net exchange differences
(119)
(59)
(434)
(320)
(813)
Balance at 30 June 2024
96,303
12,634
89,306
66,223
168,163
Amortisation
Balance at 1 July 2023
-
-
(75,317)
(66,543)
(141,860)
Amortisation
-
-
(6,403)
-
(6,403)
Net exchange differences
-
-
450
320
770
Balance at 30 June 2024
-
-
(81,270)
(66,223)
(147,493)
Carrying amount 30 June 2024
96,303
12,634
8,036
-
20,670
Gross carrying amount
Balance at 1 July 2022
95,998
12,573
88,896
65,916
167,385
Net exchange differences
424
120
844
627
1,591
Balance at 30 June 2023
96,422
12,693
89,740
66,543
168,976
Amortisation
Balance at 1 July 2022
-
-
(68,257)
(65,916)
(134,173)
Amortisation
-
-
(6,347)
-
(6,347)
Net exchange differences
-
-
(713)
(627)
(1,340)
Balance at 30 June 2023
-
-
(75,317)
(66,543)
(141,860)
Carrying amount 30 June 2023
96,422
12,693
14,423
-
27,116
Amortisation expense for the years ended 30 June 2024 and 30 June 2023 was $6,411 thousand and $6,347
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.
2024
2023
Goodwill
$’000
$’000
Australia
86,548
86,548
Canada
2,519
2,603
United Kingdom
7,236
7,271
Goodwill allocation at 30 June
96,303
96,422
Trade names
$’000
$’000
Australia
9,564
9,564
Canada
1,605
1,658
United Kingdom
1,465
1,471
Trade names allocation at 30 June
12,634
12,693
Goodwill and trade names allocation at 30 June
108,937
109,115
67
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:
Discount Rates
2024
Post-Tax
2023
Post-Tax
Australia
11.8%
11.8%
Canada
12.1%
12.1%
United Kingdom
11.7%
12.0%
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 Groups approved
internal budget for the coming fiscal year. The long term growth rate utilised was 1%.
The growth rates assume a continued recovery in the Groups markets and an eventual recovery to pre Covid-
19 pandemic revenue levels.
Average 5-Year Growth Rates Per Annum
Revenue
EBITDA
2024
2023
2024
2023
Australia
6%
6%
10%
12%
Canada
6%
7%
37%
21%
United Kingdom
2%
3%
3%
(2)%
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 2023 used were
consistent with the rates used in the valuation and were updated to reflect the then current capital structures
of the CGU. The discount rates have been updated for FY 2024 to reflect the current capital structures of
the CGU as well as changes in the interest rate environment.
Cash flow assumptions
The calculations use cash flow projections based on financial budgets approved by management covering a
five-year period.
68
Sensitivity Analysis
Based on management’s assessment there are no reasonably possible scenarios that result in an impairment
charge for the United Kingdom CGU.
For the Canadian CGU a decrease in revenue of 5% in each year of the projection results in the carrying
amount of the CGU exceeding the recoverable amount of the CGU by approximately $4 million.
For the Australian CGU, management has run various scenarios to assess the impact on the headroom and
possible impairments which may be indicated:
- Scenario 1: decreasing forecast revenues by 5% in each year of the projection would not give rise to an
impairment.
- Scenario 2: decreasing forecast revenues by 10% in each year of the projection results in the carrying
amount of the CGU exceeding the recoverable amount of the CGU by approximately $18 million.
Management is not currently aware of any other reasonably possible changes in key assumptions that would
result in impairment.
69
14
Property, plant and equipment
Details of the Group’s property, plant and equipment and their carrying amount are as follows:
Helicopters,
drones and
fixed wing
aircraft
Recording,
broadcasting
and studio
equipment
Furniture,
equipment and
other
Right of use
assets – real
property
leases
Total
$’000
$’000
$’000
$’000
$’000
Gross carrying amount
Balance 1 July 2023
38,505
1,061
3,839
7,809
51,214
Additions during period
3,702
31
883
2,181
6,797
Disposals
(1,834)
-
(439)
(3,772)
(6,045)
Net exchange differences
(1,638)
(38)
(105)
(222)
(2,003)
Balance 30 June 2024
38,735
1,054
4,178
5,996
49,963
Depreciation and impairment
Balance 1 July 2023
(31,685)
(1,011)
(3,175)
(4,689)
(40,560)
Disposals
1,018
-
313
3,772
5,103
Net exchange differences
1,476
38
99
(1)
1,612
Depreciation
(4,757)
(29)
(377)
(1,697)
(6,860)
Balance 30 June 2024
(33,948)
(1,002)
(3,140)
(2,615)
(40,705)
Carrying amount 30 June 2024
4,787
52
1,038
3,381
9,258
Helicopters,
drones and
fixed wing
aircraft
Recording,
broadcasting
and studio
equipment
Furniture,
equipment and
other
Right of use
assets – real
property
leases
Total
$’000
$’000
$’000
$’000
$’000
Gross carrying amount
Balance 1 July 2022
32,272
1,013
3,451
7,372
44,108
Additions during period
5,325
21
294
1,132
6,772
Disposals
-
-
-
(896)
(896)
Net exchange differences
908
27
94
201
1,230
Balance 30 June 2023
38,505
1,061
3,839
7,809
51,214
Depreciation and impairment
Balance 1 July 2022
(26,775)
(943)
(2,790)
(3,865)
(34,373)
Disposals
-
-
-
896
896
Net exchange differences
(865)
(23)
(79)
(134)
(1,101)
Depreciation
(4,045)
(45)
(306)
(1,586)
(5,982)
Balance 30 June 2023
(31,685)
(1,011)
(3,175)
(4,689)
(40,560)
Carrying amount 30 June 2023
6,820
50
664
3,120
10,654
70
15
Current and deferred tax assets and liabilities
Current taxes can be summarised as follows:
2024
2023
$’000
$’000
Current tax assets
2,440
4,385
Current tax liabilities
(157)
(63)
Net current tax assets
2,283
4,322
Deferred taxes arising from temporary differences can be summarised as follows:
Deferred Tax Assets
1 July 2023
Recognised in
Profit
and Loss
30 June 2024
$’000
$’000
$’000
Annual leave and other accruals
440
455
895
Long service leave provision
444
(27)
417
Audit accrual
188
(36)
152
Superannuation accrued
16
-
16
Allowance for doubtful debts
206
(35)
171
Leases
26
26
52
Fringe benefit tax
25
(14)
11
Deferred transaction costs
25
(10)
15
Fixed asset depreciation
1,652
1,246
2,898
Net tax losses
2,594
(252)
2,342
5,616
1,353
6,969
Set-off of deferred tax liabilities
pursuant to set-off provisions
(810)
(1,911)
Net deferred tax assets
4,806
5,058
Deferred Tax Liabilities
1 July 2023
Recognised
in Profit
and Loss
30 June 2024
$’000
$’000
$’000
Intangibles
7,852
(1,882)
5,970
Prepaid expenses
17,009
2,373
19,382
24,861
491
25,352
Set-off of deferred tax assets
pursuant to set-off provisions
(810)
(1,911)
Net deferred tax liabilities
24,051
23,441
71
2024
2023
$’000
$’000
Deferred tax assets consist of:
Current
1,537
1,293
Non-current
5,432
4,323
6,969
5,616
Deferred tax liabilities consist of:
Current
-
-
Non-current
25,352
24,861
25,352
24,861
Recognised deferred tax assets relate primarily to the Group’s CTN subsidiary. Based on FY 2024 utilisation,
the NOL related to CTN would be fully utilised over the next two years and the remaining deferred tax assets
thereafter.
The Group had a franking balance of $431 thousand and $867 thousand at 30 June 2024 and 2023,
respectively.
16
Trade and other payables
Trade and other payables recognised consist of the following:
2024
2023
$’000
$’000
Current
Trade payables
24,768
20,842
Accrued payroll expenses
6,127
5,733
Accrued taxes not based on income
606
1,505
Accrued expenses and other liabilities
11,435
11,164
42,936
39,244
Non-current
Other
71
78
71
78
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.
72
17
Provisions
2024
2023
$’000
$’000
Current
Long service leave provision
1,242
1,312
1,242
1,312
Non-Current
Long service leave provision
148
169
Lease restoration
244
149
392
318
1,634
1,630
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.
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 2024 and 30 June 2023, the Group had a liability of $244
thousand and $149 thousand, respectively, accrued which it anticipates to be the amount required to restore
the premises at the end of the leases.
18
Contract liabilities
2024
2023
$’000
$’000
Contract liabilities
1,552
1,415
1,552
1,415
2024
2023
$’000
$’000
Balance 1 July
1,415
987
Additions during period
740
1,137
Earned during period
(417)
(773)
Net exchange differences
(186)
64
Balance 30 June
1,552
1,415
Payments received or amounts invoiced in advance are deferred until earned and such amounts are included
as a component of contract liabilities.
73
19
Financial liabilities
2024
2023
$’000
$’000
Current
Current portion of long-term debt
-
-
Current portion of leases
1,541
1,215
1,541
1,215
Non-current
Long-term debt, less current portion
7,969
23,936
Leases, less current portion
2,129
1,976
10,098
25,912
On 22 December 2022, the Group extended its current debt facility to 22 December 2025. Previously, the
debt facility was scheduled to mature on 30 September 2023. Other than the repayment date, there were no
material modifications to the previous debt facility.
On 3 June 2024, due to the reduction of the facility to $8 million the group negotiated the removal of the
covenants and various other restrictive provisions of the facility agreement under amendment 8, as a result
distributions (including dividends and share buybacks) are no longer 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 amortisation expense related to finite lived intangibles arising from acquisition accounting
There are no scheduled principal payments prior to the due date. Facility C consisted of a $30 million
revolving line of credit. A commitment fee of 45% of the applicable margin (currently 2.50%) is incurred on
any unutilised portion of Facility C. During FY 2024, the Group repaid $16 million of Facility C and reduced
its commitment by a like amount. The total amount of Facility C is $8 million which is 100% drawn down
and there is no existing borrowing capacity under the facility. The outstanding loan bears interest at BBSY
plus the applicable margin (6.8545% (including the applicable margin) at 30 June 2024).
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 24(b) (Cash flow
information/Net debt reconciliation).
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, LuxCo 1, LuxCo 2, LuxCo 3, US Hold Co, GTN, US Management Co,
CTN, GSN and GDN assets.
74
20
Earnings per share
2024
2023
$’000
$’000
Profit attributable to shareholders (basic and diluted):
Profit for the year
5,663
2,635
2024
2023
Thousands
Thousands
Weighted average number of ordinary shares used in calculating basic
earnings per share
202,001
211,926
Common stock equivalents arising from stock options outstanding
358
431
Weighted average number of ordinary shares and potential ordinary
shares used in calculating diluted earnings per share
202,359
212,357
Basic earnings per share (cents per share)
$0.03
$0.01
Diluted earnings per share (cents per share)
$0.03
$0.01
At 30 June 2024 and 2023, the Company had common stock equivalents of 8,520,076 and 9,601,622,
respectively, outstanding in the form of stock options. For the years ended 30 June 2024 and 2023, 358,324
and 430,565, respectively, of these options were included in the calculation of diluted shares. The remaining
of 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 2024 and 2023, 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 2024 and 2023, respectively.
21
Share capital
2024
2024
2023
2023
‘000’s
$’000
‘000’s
$’000
Ordinary shares
Issued capital
Ordinary shares
Issued capital
At beginning of reporting period
204,147
432,128
215,279
437,508
Share repurchased and retired
(4,708)
(1,939)
(11,132)
(5,380)
Options exercised
261
147
-
-
At the end of the reporting period
199,700
430,336
204,147
432,128
The Company’s ordinary shares have no par value, are all fully paid, have equal rights to dividends and other
distributions and represent one vote per share at shareholder meetings. There are currently no authorised but
unissued shares of the Company.
22
Equity based compensation
As of 30 June 2024 and 2023 there were 8,520,076 and 9,601,622 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
75
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.
FY 2024 Option Grants
The Company employs 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
17 November 2023
Expiration date
17 November 2028
Share price at grant date
$0.385
Fair value at grant date
$0.161
Exercise price
$0.385
Expected volatility (based on historic and
expected volatility of Company’s shares)
64.04
%
Expected life
3.83 years
Expected dividends
3.64
%
Risk-free interest rate (based on government
bonds)
4.23
%
The Company’s outstanding stock options as of 30 June 2024 and 2023 were as follows:
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Balance, 1 July 2023
9,601,622
$
0.71
1.49 years
Exercisable, 1 July 2023
5,251,620 $
.92
0.45 years
Grants
915,000 $
0.39
4.38 years
Exercised
(1,000,000 ) $
0.32
-
Forfeitures
(100,000)
$
0.59
-
Expirations
(896,546) $
0.98
-
Balance, 30 June 2024
8,520,076 $
0.57
1.94 years
Exercisable, 30 June 2024
5,013,408 $
0.64
0.88 years
76
The expense with regards to stock options for the years ended 30 June 2024 and 2023 is $511 thousand and
$360 thousand, respectively and is included in equity-based compensation expenses. The Group recognised
$0 of income tax benefit related to share-based compensation for the years ended 30 June 2024 and 2023.
23
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
materially different than when the services are provided. The minimum future payments under these
contracts are as follows:
Minimum Payments Due
Within 1 year
1 to 5 years
After 5 years
Total
$’000
$’000
$’000
$’000
30 June 2024
1,710
-
-
1,710
30 June 2023
3,484
860
-
4,344
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:
Minimum Payments Due
Within 1 year
1 to 5 years
After 5 years
Total
$’000
$’000
$’000
$’000
30 June 2024
55,196
55,093
20,772
131,061
30 June 2023
54,760
42,620
23,335
120,715
The Group had no contingent liabilities as of 30 June 2024.
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Balance, 1 July 2022
9,453,289 $
0.71
3.19 years
Exercisable, 1 July 2022
2,033,794 $
1.37
1.93 years
Grants
2,815,000 $
0.46
4.47 years
Exercised
-
$
-
-
Forfeitures
(2,666,667)
$
-
-
Expirations
- $
-
-
Balance, 30 June 2023
9,601,622 $
0.71
2.49 years
77
24
Cash flow information
(i) Details of the reconciliation of cash flows from operating activities are listed in the
following table:
2024
2023
$’000
$’000
Cash flows from operating activities
Profit for the period
5,663
2,635
Adjustments for:
Allowance for doubtful accounts
(363)
126
Equity based compensation expenses
511
360
Amortisation of deferred borrowing costs
37
87
Depreciation and amortisation
13,264
12,329
Foreign currency loss
166
32
Non-cash station compensation from long-term prepaid affiliate contract
13,142
13,142
Interest income on long-term prepaid affiliate contract
(7,828)
(7,946)
Loss on disposal
525
-
Net changes in working capital:
Change in trade and other receivables
2,401
(3,569)
Change in other assets
966
286
Change in deferred tax assets
1,693
396
Change in trade and other payables
(2,074)
(1,107)
Change in contract liabilities
137
428
Change in current tax liabilities
94
(28)
Change in provisions
3
210
Change in deferred tax liabilities
(610)
1,645
Net cash from operating activities
27,727
19,026
(b) Net debt reconciliation
2024
2023
$’000
$’000
Cash and cash equivalents
31,556
30,606
Borrowings
(11,670)
(27,191)
Net cash
19,886
3,415
Borrowings consist of:
Financial liabilities
(7,969)
(23,936)
Deferred loan costs and original issue discount
(31)
(64)
Leases
(3,670)
(3,191)
(11,670)
(27,191)
78
Cash and cash
equivalent
Borrowings
Leases
Net (debt)/cash
$’000
$’000
$’000
$’000
Net (debt)/cash as at 30 June 2022
34,844
(30,000)
(3,617)
1,227
Cash flows
(5,456)
-
-
(5,456)
Borrowings
-
-
(1,132)
(1,132)
Repayments
-
6,000
1,626
7,626
Net exchange differences
1,218
-
(68)
1,150
Net (debt)/cash as at 30 June 2023
30,606
(24,000)
(3,191)
3,415
Cash flows
1,913
-
-
1,573
Borrowings
-
-
(2,239)
(2,239)
Write off
-
-
178
178
Repayments
-
16,000
1,524
17,524
Net exchange differences
(963)
-
58
(565)
Net (debt)/cash as at 30 June 2024
31,556
(8,000)
(3,670)
19,886
25
Transactions with Key Management Personnel
Key Management Personnel remuneration includes the following expenses:
2024
2023
$
$
Total short-term employee benefits
4,378,470
5,672,761
Total equity based compensation
405,547
291,799
Total remuneration
4,784,018
5,964,560
The reason for the reduction is twofold, firstly, the comparative period contains a full year of remuneration,
including severance for our former CEO, this reduction is offset by severance payments to our former Chief
Operating Officer and Chief Financial Officer and Executive Vice President, Business and Legal Affairs in
the current period.
Whooshkaa Podcasting Platform, a company controlled by Robert Loewenthal (a Company director) up until
the sale of the company in December 2021, provided podcasting hosting services to the Group at no charge.
The fair-market value of the service provided was de minimus and the Group no longer provides podcasts.
Spotify, a company which Robert Loewenthal serves as Business Development Director, sells advertising
time on its platform in Canada to the Group. The amount purchased for the past two fiscal years was as
follows:
●FY 2024
$58 thousand
●FY 2023
$162 thousand
Australian Broadcasting Corporation, a company of which Peter Tonagh (a Company director) is deputy chair
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 2024
$57 thousand
●FY 2023
$57 thousand
79
National Rugby League, a company of which Alexandra Baker (a Company director) was employed as Chief
Digital and Customer Officer, has purchased advertising from the Group’s Australian subsidiary. The
amount purchased for the past two fiscal years was as follows:
●FY 2024
$ 0 thousand
●FY 2023
$ 10 thousand
The daughter of William Yde (former chief executive officer and managing director) 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 2024
$218 thousand
●FY 2023
$202 thousand
26
Parent Entity information
The below information relates to GTN Limited (the “Parent Entity”) which was incorporated on 2 July 2015.
2024
2023
$’000
$’000
Statement of financial position
Current assets
674
4,602
Total assets
352,996
354,722
Current liabilities
697
1,733
Total liabilities
777
1,760
Net assets
352,220
352,962
Share capital
430,336
432,128
Accumulated losses
(86,909)
(86,909)
Accumulated profit – Dividend Profit Reserve
8,793
7,743
Total equity
352,220
352,962
Statement of profit or loss and other comprehensive income
Profit for the year
3,267
12,957
Other comprehensive income (loss)
-
-
Total comprehensive income (loss)
3,267
12,957
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”), 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”) as
described in Note 27 (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 and capital commitments of the parent entity
The parent entity did not have any contingent liabilities or capital commitments as at 30 June 2024 or 30 June
2023. For information about guarantees given by the parent entity, please see above.
80
27
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 2024 and 2023 of the closed group consisting of the above companies.
Consolidated statement of profit or loss and other
comprehensive income
2024
2023
$’000
$’000
Revenue
85,792
88,556
Other income
110
61
Interest income on long-term prepaid affiliate contract
7,828
7,946
Network operations and station compensation expenses
(57,076)
(58,379)
Selling, general and administrative expenses
(20,552)
(24,668)
Equity based compensation expenses
(511)
(360)
Finance costs
(1,418)
(1,682)
Depreciation and amortisation
(8,533)
(7,938)
Foreign currency transaction loss
(125)
(3)
Loss on asset disposal
(840)
0
Profit before income tax
4,675
3,533
Income tax expense
(1,716)
(1,777)
Profit for the year
2,959
1,756
Other comprehensive income for the year, net of income tax
-
-
Total other comprehensive income for the year
-
-
Total comprehensive profit for the year
2,959
1,756
Summary of movement in consolidated retained earnings
Accumulated losses at the beginning of the financial year
(117,828)
(121,013)
Profit for the period
2,959
1,756
Dividends
3,485
1,429
Accumulated losses at the end of the financial year
(111,384)
(117,828)
81
Set out below is a consolidated statement of financial position as at 30 June 2024 and 2023 of the closed
group consisting of the above companies.
Consolidated statement of financial position
2024
2023
$’000
$’000
Assets
Current
Cash and cash equivalents
5,279
8,306
Trade and other receivables
18,473
17,514
Current tax assets
2,447
4,385
Other current assets
3,134
2,117
Current assets
29,333
32,322
Non-current
Property, plant and equipment
3,029
6,651
Intangible assets
15,629
19,805
Goodwill
86,207
86,548
Investment in subsidiaries
77,833
77,692
Other assets
104,955
104,744
Non-current assets
287,653
295,440
Total assets
316,986
327,762
Liabilities
Current
Trade and other payables
24,005
23,777
Contract liabilities
269
755
Financial liabilities
655
426
Provisions
1,242
1,312
Current liabilities
26,171
26,270
Non-current
Financial liabilities
8,433
24,650
Deferred tax liabilities
23,197
23,253
Provisions
298
318
Total non-current liabilities
31,928
48,221
Total liabilities
58,099
74,491
Net assets
258,887
253,271
Equity
Share capital
430,336
432,128
Reserves
(60,065)
(61,029)
Accumulated losses
(111,384)
(117,828)
Total equity
258,887
253,271
82
28
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 Group’s drone light show operations are included in the Australia segment.
The segments’ revenues are as follows:
2024
2023
$’000
$’000
Australia
85,789
88,556
United Kingdom
51,020
42,353
Canada
30,541
34,201
Brazil
16,881
11,892
184,231
177,002
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.
2024
2023
$’000
$’000
Adjusted EBITDA by Segments
Australia
21,353
17,729
United Kingdom
3,440
2,265
Canada
3,384
5,596
Brazil
2,382
(27)
Other
(8,271)
(6,249)
Adjusted EBITDA
22,288
19,314
Foreign exchange loss
(166)
(32)
Loss on asset disposal
(525)
-
Less: Interest income on long-term prepaid
affiliate contract
(7,828)
(7,946)
EBITDA
13,769
11,336
Depreciation and amortisation
(13,264)
(12,329)
Interest income on long-term prepaid affiliate
contract
7,828
7,946
Financing costs net of interest income
(797)
(1,462)
Profit before taxes
7,536
5,491
83
Segment assets and liabilities are classified by their physical location.
2024
2023
$’000
$’000
Segment assets
Total Assets:
Australia
221,144
230,441
United Kingdom
33,172
33,449
Canada
29,991
31,263
Brazil
6,204
5,047
Total segment assets
290,511
300,200
Unallocated:
Deferred tax assets
5,058
4,806
Others
3,732
5,978
Total assets
299,301
310,984
Segment liabilities
Total liabilities
Australia
80,715
79,625
United Kingdom
10,238
6,438
Canada
5,187
5,275
Brazil
3,879
3,568
Total segment liabilities
100,019
94,906
Unallocated:
Deferred tax liabilities
23,441
24,051
Borrowings
11,639
27,127
Intercompany eliminations
(70,098)
(68,055)
Others
16,429
15,579
Total liabilities
81,430
93,608
The Group’s non-current assets are allocated to the following segments:
2024
2023
$’000
$’000
Non-current segment assets
Australia
194,185
203,862
United Kingdom
11,629
11,347
Canada
8,565
8,999
Brazil
1,123
847
Total segment non-current assets
215,502
225,055
Unallocated:
Deferred tax assets
5,058
4,806
Total non-current assets
220,560
229,861
84
29
Capital commitments
At 30 June 2024, the Group had $1,005 of deposits related to the rebuilding of its helicopters. These rebuilds
will be completed during FY 2025.
30
Interest 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
Proportion of Ownership
Interests Held by the
Company
30-June-2024 30-June-2023
GTN Holdings Pty Limited (“LuxCo 1”)
Australia (NSW)
100%
100%
GTN US Holdco, Inc. (‘US Hold Co”)
United States (Delaware) (1)
100%
100%
Global Traffic Network, Inc. (“GTN”)
United States (Nevada) (1)
100%
100%
Gridlock Holdings (Australia) Pty Limited (“Aus Hold
Co”)
Australia (NSW)
100%
100%
The Australia Traffic Network Pty Limited (“ATN”)
Australia (NSW)
100%
100%
GTN Management, Inc. (“US Management Co”)
United States (Delaware)
100%
100%
GTCR Gridlock International (Luxembourg) S.a r.l.
(“LuxCo 2”)
Luxembourg
100%
100%
Canadian Traffic Network ULC (“CTN”)
Canada (Alberta)
100%
100%
GTN Holdings (UK) Limited (“UK Hold Co”)
United Kingdom (England &
Wales)
100%
100%
Global Traffic Network (UK) Commercial Limited
(“UK Commercial”)
United Kingdom (England &
Wales)
100%
100%
Global Traffic Network (UK) Limited (“UKTN”)
United Kingdom (England &
Wales)
100%
100%
GTCR Gridlock Holdings (Brazil) S.a r.l. (“LuxCo 3”)
Luxembourg
100%
100%
BTN Informacao do Transito E Servicos Aereos
Especializados Ltda (“BTN”)
Brazil
100%
100%
Global Story Network LLC (“GSN”)
United States (Delaware)
100%
100%
Global Drone Network, LLC (“GDN”) (2)
United States (Delaware)
100%
100%
(1) Resident of Australia for tax purposes but still subject to U.S. taxes. Principal place of business
Australia.
(2) Formed 16 November 2022.
31
Events subsequent to the reporting period
Subsequent to the end of the financial year, on 15 August 2024, the Company announced that it has cancelled
the existing buyback program and has initiated a new on-market share buy-back of up to 10% of its
outstanding shares for a period of up to twelve months, beginning on 29th August 2024. No target share
price or minimum repurchase amount has been set.
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
Consolidated Entity Disclosure Statement
Name of entity
Type of entity
Trustee,
partner of
participant
in joint
venture
% of
share
capital
held
Country of incorporation
Australian resident or
foreign resident for tax
purposes
Foreign tax jurisdiction of
foreign residents
GTN Limited
Body corporate
n/a
Australia
Australia
n/a
GTN Holdings Pty Limited
Body corporate
n/a
100%
Australia
Australia
n/a
GTN US Holdco, Inc
Body corporate
n/a
100%
Australia
Australia
n/a
Global Traffic Network, Inc
Body corporate
n/a
100%
Australia
Australia
n/a
Gridlock Holdings (Australia) Pty Limited
Body corporate
n/a
100%
Australia
Australia
n/a
The Australia Traffic Network Pty Limited
Body corporate
n/a
100%
Australia
Australia
n/a
GTN Management, Inc
Body corporate
n/a
100%
United States of America
United States of America
United States of America
GTCR Gridlock International (Luxembourg) S.a r.l.
Body corporate
n/a
100%
Luxembourg
Luxembourg
Luxembourg
Canadian Traffic Network ULC
Body corporate
n/a
100%
Canada
Canada
Canada
GTN Holdings (UK) Limited
Body corporate
n/a
100%
United Kingdom
United Kingdom
United Kingdom
Global Traffic Network (UK) Commercial Limited
Body corporate
n/a
100%
United Kingdom
United Kingdom
United Kingdom
Global Traffic Network (UK) Limited
Body corporate
n/a
100%
United Kingdom
United Kingdom
United Kingdom
GTCR Gridlock Holdings (Brazil) S.a r.l.
Body corporate
n/a
100%
Luxembourg
Luxembourg
Luxembourg
BTN Informacao do Transito E Servicos Aereos Especializados Ltda
Body corporate
n/a
100%
Brazil
Brazil
Brazil
Global Story Network LLC
Body corporate
n/a
100%
United States of America
United States of America
United States of America
Global Drone Network, LLC
Body corporate
n/a
100%
United States of America
United States of America
United States of America
Note: This consolidated entity disclosure statement (CEDS) has been prepared in accordance with the
Corporations Act 2001 and includes information for each entity that was part of the consolidated entity as at
the end of the financial year in accordance with AASB 10 Consolidated Financial Statements.
86
Directors’ declaration
In the directors’ opinion:
(a)
The financial statements, set out on pages 39 to 84 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 2024 and of
its performance for the financial year ended on that date, and
(b)
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
(c)
at the date of this declaration, there are reasonable grounds to believe that the members of the closed
group identified in Note 27 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 27.
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.
The directors have reviewed the Consolidated Entities Disclosure Statement and affirm that it is true and
correct as required by section 295A(2)(ca) of the Corporations Act 2001.
Peter Tonagh
Chair
Dated, this 27th day of August 2024
Grant Thornton Audit Pty Ltd
Level 17
383 Kent Street
Sydney NSW 2000
Locked Bag Q800
Queen Victoria Building NSW
1230
T +61 2 8297 2400
w
#12337112v2
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Independent Auditor’s Report
To the Members of GTN Limited
Report on the audit of the financial report
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.
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 2024, 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 financial statements,
including material accounting policy information, the consolidated entity disclosure statement 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 2024 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.
87
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Grant Thornton Audit Pty Ltd
Key audit matter
How our audit addressed the key audit matter
Recoverable amount of goodwill and intangible assets
Refer to Notes 2.7, 2.8, 2.11, 2.21 and 13
As at 30 June 2024, the Group’s goodwill and other
intangible assets total $116.97 million.
AASB 136 Impairment of Assets requires that goodwill
acquired in a business combination be allocated to
each of the Group’s cash-generating units (CGUs) for
impairment testing purposes. Each CGU to which
goodwill is allocated must be tested for impairment
annually.
Management has assessed that the group has three
CGUs to which goodwill and other intangible assets
must be allocated. Management has tested the CGUs
for impairment by comparing their carrying amounts
with their recoverable amounts. The recoverable
amounts were determined using value-in-use models.
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.
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 calculations; 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 Group’s annual report for the year ended 30 June 2024, 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 Group are responsible for the preparation of:
a
the financial report that gives a true and fair view in accordance with Australian Accounting Standards
and the Corporations Act 2001 (other than the consolidated entity disclosure statement); and
b
the consolidated entity disclosure statement that is true and correct in accordance with the Corporations
Act 2001; and
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Grant Thornton Audit Pty Ltd
c
for such internal control as the directors determine is necessary to enable the preparation of:
i) the financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error; and
ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
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: http://www.auasb.gov.au/auditors_responsibilities/ar2_2020.pdf. This
description forms part of our auditor’s report.
Report on the remuneration report
Responsibilities
The Directors of the Group 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, 27 August 2024
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 25 to 36 of the Directors’ report for the year
ended 30 June 2024.
In our opinion, the Remuneration Report of GTN Limited, for the year ended 30 June 2024 complies with
section 300A of the Corporations Act 2001.
89
90
SHAREHOLDER INFORMATION AS AT 1 AUGUST 2024
Number of security holders and securities on issue
Quoted equity securities
GTN has 199,699,860 fully paid ordinary shares on issue which are held by 514 shareholders.
Unquoted equity securities
GTN has 8,520,076 unquoted options on issue held by 8 option holders as follows:
•
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 13 November 2022,
•
276,666 options exercisable at $0.32 after 25 June 2023,
•
553,334 options exercisable at $0.32 after 25 June 2024,
•
438,331 options exercisable at $0.52 after 12 November 2023,
•
876,669 options exercisable at $0.52 after 12 November 2024,
•
304,999 options exercisable at $0.405 after 17 November 2024,
•
610,001 options exercisable at $$0.405 after 17 November 2025,
•
266,666 options exercisable at $0.59 after 27 February 2025,
•
533,334 options exercisable at $0.59 after 27 February 2026,
•
304,999 options exercisable at $0.385 after 17 November 2025, and
•
610,001 options exercisable at $0.385 after 27 November 2026.
Voting rights
Quoted equity securities
The voting rights attached to fully paid ordinary shares are that:
•
on a show of hands, each Member present in person and each other person present as a proxy,
attorney or Representative of a Member has one vote; and
•
on a poll:
o
each Member present in person has one vote for each fully paid share held by the
Member; and
o
each person present as proxy, attorney or Representative of a Member has one vote for
each fully paid share held by the Member that the person represents; and
o
each Member who has duly lodged a valid direct vote in respect of the relevant resolution
under article 9.22 has one vote for each fully paid share held by the Member.
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).
91
Distribution of security holders
Quoted equity securities
Fully paid ordinary shares
Holding
No. of shares
% of shares
No. of
shareholders
% of shareholders
1 – 1,000
33,013
0.02
108
21.01
1,001 – 5,000
436,582
0.22
191
37.16
5,001 – 10,000
469,633
0.24
56
10.89
10,001 – 100,000
4,020,749
2.01
120
23.35
100,001 and over
194,739,883
97.52
39
7.59
Total
199,699,860
100.00
515
100.00
Unquoted equity securities
Options
Holding
No. of options
% of Options
No. of holders
% of holders
1 – 1,000
0
0
0
0
1,001 – 5,000
0
0
0
0
5,001 – 10,000
0
0
0
0
10,001 – 100,000
0
0
0
0
100,001 and over
8,520,076
100
7
100
Total
8,520,076
100
7
100
Unmarketable parcel of shares
The number of shareholders holding less than a marketable parcel of fully paid ordinary shares is 174.
1,266 fully paid ordinary shares comprise a marketable parcel at GTN’s closing share price of $0.3950 as
at 1 August 2024.
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
of
Shares
Current
Interest*
Notice Date
Viburnum Funds Pty Limited and subsidiaries and funds
71,127,448
35.53%
26/06/2024
Macquarie Group Limited (MQG); and its controlled
bodies corporate (Macquarie Group Entities)
14,284,715
7.14%
27/06/2024
Pinnacle Investment Management Group Limited (and
its subsidiaries)
12,587,029
6.27%
07/05/2024
Mercer Investments (Australia) Limited as RE of Mercer
Australian Small Companies Fund
14,525,351
7.20%
13/03/2024
Perennial Value Management Limited
29,989,099
14.86%
17/01/2024
CBA and related bodies corporate
23,604,669
11.41%
26/04/2023
92
Spheria Asset Management Pty Ltd
28,927,825
13.84%
06/04/2023
Microequities Asset Management Pty Limited
10,845,661
5.06%
25/10/2022
Superannuation and Investments HoldCo Pty Limited***
23,604,669
11.55%
28/06/2023
*As reported by the substantial shareholder at the time of lodgement
***same as Cornet Asia Holdings II Pte Ltd, Cornet Asia Holdings I Pte Ltd, KKR Asia III Fund Investments
Pte Ltd and KKR Asian Fund III L.P lodged on 30 June 2023
Twenty largest shareholders
Fully paid ordinary shares
Details of the 20 largest shareholders of quoted securities by registered shareholding are:
Rank Name
A/C designation
01 Aug
2024
%IC
1
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
70,577,623
35.34
2
J P MORGAN NOMINEES AUSTRALIA PTY
LIMITED
62,073,580
31.08
3
CITICORP NOMINEES PTY LIMITED
44,319,533
22.19
4
BNP PARIBAS NOMINEES PTY LTD
3,026,603
1.52
5
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
2,661,247
1.33
6
VIBURNUM FUNDS PTY LTD
2,500,000
1.25
7
COWOSO CAPITAL PTY LTD
1,732,707
0.87
8
MR CRAIG GRAEME CHAPMAN
1,000,000
0.50
9
INVIA CUSTODIAN PTY LIMITED
567,287
0.28
10
MR CRAIG COLEMAN & MRS PHYLLIS
COLEMAN
500,000
0.25
11
MRS NELLY MICHELLE CUNNINGHAM
457,885
0.23
12
FILMRIM PTY LTD
350,000
0.18
13
COFLINK PTY LIMITED
315,000
0.16
14
MRS EVA XIRADIS
300,000
0.15
15
COMCERC INVESTMENTS PTY LTD
295,000
0.15
16
HEAVENLY STAR PTY LTD
292,800
0.15
17
MR SEAN DAVID CUNNINGHAM
264,368
0.13
18
SCOTT CODY
260,969
0.13
19
LONG LIFE INVESTMENTS PTY LIMITED
250,960
0.13
20
BNP PARIBAS NOMS PTY LTD
224,680
0.11
Total
191,970,242
96.13
Balance of register
7,729,618
3.87
Grand total
199,699,860
100.00
93
On-market buy-back
On 14 August 2024, the Company announced the cessation of a buy-back that commenced on 25 August
2022 and recommenced in September 2023.
On 14 August 2024, the Company filed an Appendix 3C announcing that it has initiated another on-market
share buyback of up to 10% of its outstanding shares for a period of up to twelve months.
Calendar of key dates
19 September 2024
Closing date for receipt of Director nominations
22 November 2024
2024 Annual General Meeting
94
Corporate Directory
Directors
Peter Tonagh – Independent Non-Executive Chair
David Ryan AO – Independent Non-Executive Director
Corinna Keller – Independent Non-Executive Director
Alexandra Baker – Non-Independent Non-Executive Director
Craig Coleman – Non-Independent Non-Executive Director
Company secretaries
Anna Sandham
Patrick Quinlan
Registered office
Level 42, Northpoint
100 Miller Street
North Sydney NSW 2060
Telephone: +61 2 9955 3500
Share register
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