MNF Group
Annual Report 2017

Plain-text annual report

MNF Group Limited Annual Report 2017 Contents Board of Directors Letter from our Chairman About the MNF Group MNF Group Timeline Smart Network Group of Brands Company Structure Business Unit Profiles Innovation Spotlight Future Roadmap Directors’ Report Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Directors’ Declaration Auditor’s Independence Declaration Independent Auditor’s Report ASX Additional Information 2 3 5 6 8 9 10 11 14 16 18 33 34 35 36 37 66 68 69 74 Board of Directors Mr Terry Cuthbertson B. Bus., CA Chairman Mr Michael Boorne Electronics Eng. Dip. Non-Executive Director A Chartered Accountant, previously partner at KPMG with extensive corporate finance expertise and knowledge. Also a Director and Chairman of Australian Whisky Holdings Ltd, Austpac Resources N.L., Mint Wireless Ltd, South American Iron & Steel Ltd, Malachite Resources Ltd and Non- Executive Director of Isentric Ltd. A successful entrepreneur with extensive track record in combining technical expertise with commercial and corporate experience. Founder of Sprit Modems and Mitron Pty Ltd and previously a Non Executive Director of Netcomm Ltd. MNF Director since December 2006 Ms Catherine Ly B.Bus., CPA Company Secretary since July 2006 MNF Director since March 2006 Mr Andy Fung B.E. MCom Non-Executive Director Extensive experience in telecommunications. Formerly Director of Business Development of Lucent Technologies. Co-Founder of MNF Group Ltd, Symbio Networks Pty Ltd, and Symbio Wholesale Pty Ltd. MNF Director since March 2006 Mr Rene Sugo B.Eng. (Hon) Chief Executive Officer and Director Extensive experience in telecommunications. Formerly Technical Director of Lucent Technologies. Co-Founder of MNF Group Ltd, Symbio Networks Pty Ltd, and Symbio Wholesale Pty Ltd. MNF Director since March 2006 Left to right: Mr Andy Fung, Mr Michael Boorne, Mr Rene Sugo, Mr Terry Cuthbertson Letter from our Chairman Fellow Shareholders, It is with great pleasure that I present to you the 2017 full year results for the MNF Group. It has been another very successful year for the MNF Group. The company achieved another financial record, making this the eighth year of profitable year-on-year growth. Our consolidated group revenue increased to $192 million, up 19% from the previous year. Our EBITDA rose by 34% to $23.9 million, and our NPAT rose 34% to $12.1 million. This year’s result includes 5 months contribution from our recent acquisition of CCI. The company ended the year with a strong cash position and no net debt, and the ability to redraw $15.8 million from our revolving acquisition facility. This year’s success is attributed to solid contribution from all three segments of the business – Domestic Retail, Domestic Wholesale, and Global Wholesale. Particularly pleasing was the 24% YoY organic growth in the Domestic Wholesale segment margin which is continuing to demonstrate strong growth potential. Organic growth and the additional 5 months of CCI saw the Domestic Retail Segment margin up 25% YoY. The Global Wholesale Segment margin, up organically by 15% YoY, performed in line with expectation, assisted by new business from network upgrades in London, Los Angeles and Hong Kong. This year’s solid performance has allowed the board to declare an annual dividend of 8.25 cents per share fully franked – an increase of 18% over the previous year. The dividend is consistent with our track record of providing consistent returns to shareholders in the order of 50% of NPAT. Achievements During the year MNF Group grew thanks to some incredible achievements and the dedication and effort of our invaluable team. The highlights of our year are: • Conference Call International Acquisition – The MNF Group acquired CCI in February, the largest Australian independent audio conferencing company, with over 5,000 Business Enterprise and Government customers in Australia and New Zealand. CCI allows MNF Group to leverage our Symbio and TNZI platforms to create a dual point of presence which allows potential for a large network synergy resulting in a future $500K per annum EBITDA uplift. We have already begun to see the benefit of this synergy and will endeavour to grow and develop CCI within the MNF Business to create further opportunities and offerings in the future. • Continued Organic Growth – The Domestic Wholesale segment achieved 49% YoY organic growth in FY16, with an additional 24% organic growth in FY17. This was due to our service provider customers growing organically, as well as signing up new customers. We also have a number of new initiatives in place for new products, expansion of existing customers and growth based on new customers coming online. • Opening Global Opportunities – The Global Wholesale segment achieved 15% YoY organic growth this year. This was largely due to growth in our Next Generation services being sold to our global customers. The company this year also finished its network upgrade and transformation project of the TNZI network, upgrading London and Los Angeles, and building Hong Kong. Additionally, the company has completed a New Zealand domestic network upgrade enabling further trans-Tasman growth. 3 The Future three very solid The company has established independently performing business segments, each with a well-defined strategy for growth. The Domestic Retail segment is performing steadily with some good potential in addressing small business and government customers. The Domestic Wholesale segment has excellent momentum coming out of last year, and is poised to capitalise on the company’s position in the domestic market. And finally, the Global Wholesale segment will continue to sell and expand its Next Generation products and footprint into the global market. In addition to developing our own organic four- dimensional growth strategy, the company continues to seek sensible acquisitions that will deliver incremental value to shareholders. Our goal is to find opportunities that allow us to leverage our strong intellectual property assets, incredibly skilled team, and massive synergy potential of our nationally and internationally interconnected voice network. continually developing new Additionally, we see ourselves as a disruptor in the market, technology and software processes that will allow us to deliver innovative products and solutions to our customers. As our company grows so does our strategy and we will continue to focus around our core strength being enabling voice communications. We see ourselves as an integrated telecommunications software and network provider, specialising in Internet communications. The MNF Group is truly in a unique position to explore new opportunities and challenge the industry norm to push the boundaries and cement our position as a credible player in both the Australian and global markets. On behalf of the board, I would like to thank all the staff and management team in achieving another great result. Without the hard work and dedication from a highly specialised and skilled team we would not be where we are today. The board continues to provide its full support to the team to ensure the company maintains its momentum and growth into the future. I would also like to thank my fellow members of the Board for their hard work and dedication over the last 12 months. Their insight and vision has truly shaped an innovative and successful organisation that stands out as a rapidly emerging player in the Australian and global telecommunications market. I thank all shareholders for your continued and loyal support. The company is looking forward to a successful and rewarding year ahead. Terry Cuthbertson Chairman MNF Company Value We want to achieve great things. We do our best work every day. We are accountable for the work we produce. We are committed to delivering the highest quality work and value possible through relevant service & solutions. Deliver excellence 4 About the MNF Group MNF Group is an integrated voice services business that provides IP communication technologies to Australia, New Zealand and the world. The Group was founded in Sydney in 2004, and listed on the Australian Stock Exchange in 2006 (ASX: MNF). Now a global business, the Group has grown from strength to strength in just over a decade and received many industry and retail awards. Our people Our capabilities Brands & customers Powering the dynamic product & brand mix is a specialist team of almost 250 staff across offices in Australia, New Zealand, UK and USA. The team’s track record of innovation positions the Group as a disruptor in the communications market. MNF Group specialises in the delivery of voice communications capabilities around the globe. The Group’s smart IP voice network delivers a diversified portfolio of voice products to over 250 global providers and 100,000 retail customers across multiple brands. Each brand in the MNF Group portfolio services a defined target market with products designed to meet evolving user needs. Customer profiles span next- generation service providers, carriers, business and government, right through to mums & dads. software products smart IP network global offices in AUS NZ UK US innovation people Global Communications Specialist customers wholesale retail value-added domestic international SaaS diversified voice portfolio brands Key brands and products next-gen providers carriers & service providers business, enterprise & government mums & dads 5 MNF Group Timeline A D T I B E $24M $22M $20M $18M $16M $14M $12M $10M $8M $6M $4M $2M • Tasmanian Government $20M Project win • Acquisition of CallStream Connexus GoTalk Wholesale • Exclusive Panasonic deal for SME phone system • Acquisition of Symbio Networks • Maiden Profit • ADSL2+ service launch 2009 2010 2011 2012 • Acquisition of CCI • TNZI integration • US completion • Acquisition of TNZI global voice network & OpenCA Softswitch • Integration of prior- year acquisitions • Acquisition of Pennytel & iBoss • Strong organic growth • CeBIT Outstanding Project Award for Tasmanian Governemnt Voice Carriage Project 2013 2014 2015 2016 2017 Smart Network As the world moves to IP communications, MNF Group is building the network and technology to lead the way. progressively rolling out these smart network capabilities to the rest of its global network. Global Scale MNF Group’s Tier 1 carrier network spans the globe with Points of presence in Los Angeles, New York, Hong Kong, Singapore, London, Frankfurt, Sydney and Auckland and over 200 partner interconnects. Having developed market-leading managed voice services for its Australian network, the Group is now Unlike traditional carriers, the Group’s focus is on making it easy for service providers to do business – The Group’s smart network enables easy integration and has the flexibility to meet evolving customer needs. These innovative capabilities combined with first-mover advantage puts the MNF Group in prime position to be the carrier of choice for providers looking to reach the fast-growing Asia Pacific region. San Jose London New York London AAG Los Angeles San Jose London LA Frankfurt SWM-4 S. Korea SWM-3 Saudi Arabia UAE Hong Kong SWM-3 Oman SWM-3 Vietnam Thailand SWM-3 SWM-3 SJC Taiwan AAG Sri Lanka Malaysia EASSy SWM-4 Singapore Indonesia Japan AJC Guam AJC Mozambique SWM-3 A-PNG-2 SCCN Tonga Norfolk Is. Auckland Sydney SCCN TAS-2 Perth Darwin Nauru PNG Vanuatu Fiji SCCN SCCN Tokelau W. Samoa Cook Is. Niue Perth Brisbane Auckland Adelaide Sydney Canberra Melbourne Hobart Domestic Expertise In Australia, the Group owns and operates the country’s largest IP voice network and has established a robust network presence in New Zealand. High speed fibre connectivity between major cities and modern VoIP nodes in all 65 regional call collection areas make this network the ‘go to’ for new-generation OTT providers and global carriers looking to establish or expand their presence in Australia and New Zealand. 8 Group of Brands As the global voice specialist, MNF Group delivers comprehensive communications solutions through a diversified product portfolio offered across 3 key market segments. The multi-brand approach empowers the Group to tailor solutions to different customer needs while eliminating the risk of relying on any one product in today’s fast-paced technology environment. From call termination for global Tier 1 carriers, API-powered smarts for new-generation app players, innovative fraud prevention, to voice and data for home and business, MNF Group powers all levels of the IP voice revolution. The Group gathers consumer insights across all these segments to continue developing innovative software solutions and address customer needs in the changing communications landscape. Domestic Retail Domestic Wholesale Stable performance, with several strategic wins in enterprise and government sectors. Growth focus on SME with Virtual PBX refresh and strong pipeline of enterprise prospects. Fastest organically growing segment, with gross margin increasing 49% on previous year. Continued strong Australian performance and full deployment of New Zealand network underway. SIP Trunking Virtual PBX Pre-select Business Internet Call termination 13, 1300,1800 numbers Inbound & Virtual Numbers & Porting Number Porting Conferencing Home internet VoIP home phone Aus Domestic Retail Aus&NZ Domestic Wholesale Global Wholesale Co-location Call Data Feeds Wholesale aggregation Data enablement MVNO Voice carriage Billing ITFS Inbound & Virtual Numbers Class 4 Softswitch Toll Fraud prevention Global Wholesale Strong track record in global voice termination, leveraging global tier 1 reputation. Addition of new-generation services such as freephone and local numbers, and TollShield® is set to drive further growth. 9 Company Structure London, 4 Toronto Los Angeles Global voice services business, headquartered in Sydney Darwin Sydney, 161 Auckland, 2 Melbourne and Mt. Eliza, 92 Wellington, 43 *Headcount September 2017 Hobart, 3 While operating across Australia, New Zealand, UK and USA, MNF Group’s structure is defined by function rather than geography, with several Business Units headed by highly skilled and experienced Chief Executives. Each unit focuses on a particular functional area and works across multiple brands, products and even office locations. This structure allows the Group to develop & leverage subject matter expertise of various teams to support a multi- brand strategy while ensuring operational efficiency. Rene Sugo CEO Indika Nanayakkara CTO Tim Dunning President - Global Commercial Jon Cleaver CCO Ritsa Hime COO Matthew Gepp CFO Helen Fraser General Counsel Platform & Networks Business Unit Global Commercial Business Unit Domestic Commercial Business Unit Operations Business Unit Finance Business Unit Legal Commitment to Innovation Business Unit Headcount While expanding internationally, the MNF Group remain committed to in-house Research & Development and bringing disruptive new products to market. Approximately 25% of the Group headcount, residing in the Platform & Networks Business Unit, works in the R&D field. This includes new product development, new features, user experience improvement and core network stability and expansion. Global Commercial 6% Domestic Commercial 27% Legal 1% Finance 8% Platform & Networks 27% Operations 31% 10 Business Unit Profiles Domestic Commercial Business Unit Jon Cleaver, CCO Global Commercial Business Unit Tim Dunning, President The Domestic Commercial Business Unit is responsible for the Sales, Marketing & Product Strategy within Australia and New Zealand across all Consumer and Wholesale segments. 2017 was all about execution. With a clear growth strategy, a market going through its next major revolution and industry leading products & capabilities - you have a recipe for success. However even with the best ingredients, execution comes down to our people. “I am very proud of the team. The structure, commitment and team dynamics are just right to continue to maximise our 4 dimensional growth strategy,” said Jon Cleaver, CCO. “Whilst others in the market have been hurt by NBN, our segment and product diversification and investment in developing our own capabilities resulted in us being unscathed, yet ready to act.” Conference Call International has been seamlessly into MNF Group, adding advanced integrated conferencing capabilities to our portfolio. The previous year’s learnings and focus on process and training meant we could achieve acquisition growth without undermining continued strong organic performance. With the continual rise in contextual communication, MNF’s complete UC offerings and added mobility capabilities, this Business Unit is committed to executing a high growth strategy. The Global Commercial Business Unit represents the international arm of MNF Group, carrying voice traffic from Australia and New Zealand to any destination in the world on the TNZI network. Results this financial year have been strong with both the TNZI and Symbio Networks brands substantially outperforming the market across all product lines in a highly challenging integration environment. With the major MNF components complete, we have increasingly focused toward our customers and suppliers and have received best in class independent survey data confirming the efficacy of this approach. is undergoing Global wholesale significant transformation, with high-speed data networks, falling prices for smartphones and other devices supporting Over the Top (OTT) calling applications that bypass traditional business models. “We are well positioned to take advantage of accelerating disruption in the international voice market,” said President, Tim Dunning. “Recent investments in network infrastructure, product innovation and human resources are facilitating enhanced market share on existing product lines as well as new product models during this market metamorphosis. We look forward to the new financial year in the knowledge that transformation creates opportunities for nimble operators to grow and prosper.” 11 Operation Business Unit Ritsa Hime, COO Finance Business Unit Matthew Gepp, CFO The Operations Business Unit is responsible for ensuring the entire customer journey from sign-on including service delivery, technical support, billing and invoicing and escalation management meets their expectations. The Operations Business Unit structure supports the company’s multi brand strategy across all customer segments and works closely with all Business Units to ensure processes are effective and the staff knowledgeable. On joining MNF Group, Ritsa set a 5 year strategic initiative roadmap to deliver excellent experience for customers. The success of this initiative this year is evident in the feedback from consumer customers and their associated NPS results with notably high performance in first call resolution. “My teams actively engage and seek opportunities to work with the Product Management team, Sales teams and Platforms and Networks Business Unit as part of our Innovation program,” said Ritsa Hime, COO. “Our collaboration has enabled MNF Group to successfully launch several online applications and tools to enhance our customers’ use of our services in real-time. We have set a 12-18 month implementation plan to deliver on our customer experience initiatives. We’re achieving this by improving our responsiveness, ownership for first-call-resolution and online self- serve capability.” 12 With a year-on-year increase in NPAT of 34% to $12.1m, FY17 saw MNF Group deliver its ninth straight year of profitable growth. This was largely underpinned by organic growth, which is a testament to our impressive product, as well as the continuous efforts of our sales teams. All three segments delivered improved results on the prior year, with the Australian domestic retail segment growing by 7%. We are also impressed with the performance of the Conference Call International (CCI) acquisition that completed in February, both in terms of results delivered and the additional product capability that CCI brings to the Group. Work has already commenced to integrate the CCI product into our technical eco-system. “With our four dimensional growth strategy in place, all of the business units are focussed on delivering continued growth as we embark on another exciting year,” said CFO Mathew Gepp. “The Finance BU will continue its focus on supporting the business and delivering timely information and intelligence to the teams that will assist and guide critical decision making. This will include scrutinising potential acquisitions and promoting sensible organic growth strategies. We will at all times ensure that preserving and creating shareholder value is at the core of our decision making process.” Platform & Networks Indika Nanayakkara, CTO Legal Services Unit Helen Fraser, General Counsel The Platforms and Networks Business Unit builds and operates the infrastructure and software systems which underpin the suite of products and services delivered by the MNF Group. FY2017 was another exciting year with some highlights being the major expansion of the New Zealand domestic network, metadata retention compliance and MVNO launch as well as ongoing enhancements to the Australian domestic network and the TNZI global network. “The in-house software development and systems integration skills continue to be a key differentiator for the MNF Group, with the team’s capabilities providing the organisation with the agility required to adapt to the rapidly changing technology and competitive landscape,” said CTO, Indika Nanayakkara. “The in- house development skills are reflected in the numerous awards for innovation that MNF Group has won over the last year.” FY2018 is expected to be another exciting year with many development activities being planned to leverage the infrastructure, intellectual property and software systems that the MNF Group has developed over the years. Some of the highlights being expanding presence in Asia and growing the mobile products suite. The Legal Services unit provides advice and support to the Board and the business as a whole on strategic projects as well as on operational matters. Advice areas include acquisitions, transactions, corporate governance, regulatory matters, consumer law and dispute resolution. The Legal Services unit plays an integral role in key growth areas of the business. In FY17, practical legal advice and solutions have been provided in relation to the group’s MVNO product offering, the CCI acquisition, expansion of the Symbio domestic wholesale business into New Zealand and obtaining TNZI’s Hong Kong telecommunications licence. A major focus remains day to day contract advice and negotiation in support of wholesale business development and strategic partnerships. The Legal Services unit works closely with stakeholders to align its activities with the group’s business objectives and seeks efficiencies through standardised and scalable frameworks and solutions. We continually strive to balance protection of the company’s legal interests with improving our customers’ experiences in terms of time and effort to contract. 13 Pulse MyNetFone Pulse™ is an advanced call flow management tool designed for inbound contact centres that experience volatile traffic peaks. With Pulse, you have direct control over your inbound call flows, and can change call routing in real time. When call volumes surge, you can respond with speed and precision. Real-time management Location-based call flows Execute advanced overflow rules with one click. Within seconds you can overflow calls to an IVR menu, pre-recorded message or alternative contact centre. Customise call flows based on the caller’s location and time of day. This is ideal when managing calls from an after-hours crisis or a localised outage. Call avalanche 13/1300 1800 Respond in real-time You can’t predict a crisis or outage. But you already know the impact on your contact centre. Thousands of calls. Overwhelmed staff. Frustrated customers. Sound familiar? Pulse allows you to manage extreme call peaks through preconfigured overflow rules. Simply log into the online portal, select the affected regions, and overflow calls. 1 2 3 OR OR Option A: Broadcast / IVR Option B: Alternate call centre Keep customers up to date by playing an audio message or interactive menu (IVR). Upload a pre- recorded message, or create a new one directly within the Pulse portal. Pulse lets you distribute your excess calls to other Australian or international contact centres. If those contact centres are on the MyNetFone network, diversion will be free. Option C: Business as usual Geo-verification means that you will only divert the calls coming in from the regions that you specify. All other calls will flow through as normal. 14 iBoss iBoss operates an industry-proven telecommunications enablement platform and aggregation service. With over a decade of in-house proprietary IP and continual improvements from our R&D team, iBoss is the industry leader in the wholesale enablement and aggregation market. iBoss is powered by Symbio Networks, which owns and operates Australia’s largest VoIP network. Backed by an ASX listed company, Symbio Networks is an established and reliable telecommunications industry leader. Speed to market iBoss is fully integrated to resell white-label mobile services on Australia’s premier 4G mobile network. With our expert team and streamlined on-boarding process, you can go to market in just 4 weeks. BYO brand Leverage your existing brand value. Create new revenue streams by adding your brand to our white label 4G mobile services. Add complementary mobile products to your core business and increase customer engagement and reach. Stay focused We take care of the regulatory compliance and provide an end-to-end billing solution. So you can stay focused on growing your business. Your brand Operations & Provisioning Billing & Payments Plans & Rating Ordering Provisioning Service management Workflow management Invoicing Billing Payments Debt collection CRM & Marketing Customer communications Self-service portal 15 Future Roadmap The next step in the new-generation voice communications evolution is “any to any” connectivity, with applications working across all devices. This requires smart networks and applications that act as the glue between the ever growing ecosystems of devices. MNF Group is a credible small player in this very big and still growing market, with plenty of opportunity for growth. An expert in new-generation voice, MNF has the first-mover advantage in delivering these communication solutions of the future. While other telcos ‘traditional’ networks are being dug out of the ground, MNF Group’s smart network is already delivering the building blocks of the future. Geographic Expansion Enhanced Software Capabilities New Customer Acquisition Existing Customer Expansion Domestic Wholesale Domestic Retail Global Wholesale Execute strategy of being the enabler of choice for small service providers in the Australia and NZ. Develop ground breaking software solutions. Domestic market leveraging. Residential Small Business Government & Enterprise Conference Call International Execute TNZI post-acquisition strategy. Increase market share of legacy usage based products. Managed service products in global markets. Develop infrastructure and relationships in the Asia-Pacific region. 16 MNF Group Limited ABN 37 118 699 853 30 June 2017 Annual Financial Report Directors’ Report MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report For the year ended 30 June 2017 Your directors present this report, together with the financial statements of the Group, being the company and its controlled entities, for the financial year ended 30 June 2017. Board of Directors The names and details of the company’s directors in office during the financial year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated. Names, qualifications, experience, special responsibilities and other directorships Terry Cuthbertson, B.Bus., CA. Non-executive Chairman Mr Cuthbertson joined MNF Group Limited in March 2006 as the Group Chairman. He also serves on the Group’s Audit and Remuneration Committees. He was previously a partner of KPMG and has extensive corporate finance expertise and knowledge. Directorships of listed companies in the last three years: Chairman, Austpac Resources N.L. from 2004 (Director from 2001); Chairman, Australian Whisky Holdings Ltd from 2004; Chairman, Mint Wireless Ltd from 2008 (Director from 2007); Chairman, South American Iron & Steel Corporation Ltd from 2009; Chairman, Malachite Resources Ltd from 2013 (Director from 2012); Director, Isentric Ltd from 2010. Michael Boorne, Electronics Eng. Dip. Non-executive Director Mr Boorne joined MNF Group Limited in December 2006 as an independent Non-executive Director. He also serves as the Chairman of the Audit and Remuneration committees. He is a successful entrepreneur with extensive experience in combining technical expertise with commercial and corporate experience. He has founded start-up businesses Sprit Modems and Mitron, and is a director and committee member of numerous private companies and charitable foundations. He was previously a Non-executive Director of Netcomm Ltd. Andy Fung, B.E. MCom. Non-executive Director Mr Fung is a co-founder of MNF Group Limited. He was formerly Managing Director of the group, serving as an Executive Director from 2006 until 2012. Mr Fung has served as a Non-executive Director since 2012. He also serves on the Group’s Audit and Remuneration committees. Mr Fung has had extensive industry experience in Australia and Asia, having previously held senior management positions with Telstra, Australian Trade Commission and Optus. He is a director of several private companies with interests in financial services, infrastructure, trade and investments between Australia and Asia. Mr Rene Sugo, B.Eng. (Hon). Chief Executive Officer and Executive Director Mr Sugo is a co-founder of MNF Group Limited. He has served as Chief Executive Officer since 2012. Mr Sugo was formerly Technical Director of the group. He is a director of all MNF Group operating companies globally, and also serves on the Group’s Audit and Remuneration committees. Mr Sugo is a strong industry advocate, representing the interests of MNF Group and competition in general. He has been a director of the Australian Communications Alliance and the INMS (Industry Number Management Services) since 2015. Mr Sugo sits on various industry committees locally and overseas including the ITW Global Leaders Forum (GLF). Mr Sugo also regularly contributes articles and opinions on issues affecting the industry, such as the NBN, regulatory policy and innovation. Company Secretary Ms. Catherine Ly, B.Bus., CPA. Ms Ly has been the Company Secretary of MNF Group Limited since 2006. She has been a certified practising accountant for over 20 years. www.mnfgroup.limited 19 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Board and Committee Meetings From 1 July 2016 to 30 June 2017, the directors held 14 board meetings and 2 audit committee meetings. Each director’s attendance at those meetings is set out in the following table: Directors Mr. Terry Cuthbertson Mr. Michael Boorne Mr. Andy Fung Mr. Rene Sugo Board Audit Eligible to attend Attended Eligible to attend Attended 14 14 14 14 12 14 14 14 2 2 2 2 2 2 2 2 Principal activities and significant changes in nature of activities The principal activity of the MNF Group is providing voice, data, and cloud based communication and communication enablement services to residential, business, government and wholesale customers in Australia and internationally. In the financial year the MNF Group derived revenue from the sale of the above mentioned communications services. These fees consist of recurring charges for access to facilities and capabilities, as well as consumption charges for variable usage of those facilities. Revenue was also derived from the sale of hardware, equipment and consulting services to support the primary products of the business. The company operates in three main segments: • Domestic Retail – based on the original MyNetFone brand and other retail acquisitions, focusing on selling directly to residential, small business, enterprise and government customers; • Domestic Wholesale – based on the original Symbio Networks brand, focussing on selling to Australian & New Zealand domestic carriers, carriage service providers (CSP), cloud providers and application providers; and • Global Wholesale – based on the TNZI acquisition and pre-existing global customers, focusing on selling to global carriers, carriage service providers (CSP), cloud providers and application providers. The overall nature of the business has not changed during the financial year. Operating Result Excluding cost associated with acquisitions, earnings before interest expense, tax expense, depreciation and amortisation expense (EBITDA) increased by 34% to $23.9 million, with net profit after tax (NPAT) increasing by 34% to $12.1 million, compared to the prior year. The result is slightly ahead of guidance, with EBITDA 1.0% above guidance and NPAT 4.3% above guidance. Revenue increased 19% to $191.8 million. The total dividend for the full year has increased by 18% to 8.25 cents per share (fully franked), with the company declaring a final dividend of 4.50 cents per share for the second half of the 2017 financial year. The full year dividend payments represent 50% of the 2017 full year net profit after tax. 20 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 MNF performance at a glance: 200 180 160 140 120 100 80 60 40 20 0 FY13 FY14 FY15 FY16 FY17 EBITDA $23.9 Million FY17 EBITDA increased 34% on the PY to $23.9. The result includes 5 months contribution from CCI and is slightly ahead of guidance. EPS 17.32¢ EPS at 17.32c represents an increase of 29% on the PY. The 5 year CAGR on EPS of 26% demonstrates the consistent long term shareholder returns delivered from the business. REVENUE $192 Million MARGIN $59 Million FY17 Revenue increased 19% on the prior year (PY) to $192m. This result includes a full 12 months revenue from TNZI US (1 month in FY16) plus 5 months contribution from the CCI acquisition, combined with strong organic growth in all three business segment. FY17 Margin increased $10.0m or 21% on the PY to $59m. The Domestic Retail segment margin increased $3.8m, helped by the inclusion of CCI in February ($2.8m) and organically ($1.0m). Organic growth in the Domestic Wholesale (24%) and Global Wholesale (16%) segments contributed strongly. 25 20 15 10 5 0 FY13 FY14 FY15 FY16 FY17 NPAT $12.1 Million FY17 NPAT increased 34% on the PY to $12.1m, an excellent result which was 4% ahead of guidance. The 5 year CAGR on NPAT is 31%. 70 60 50 40 30 20 10 0 12.0 10.0 8.0 6.0 4.0 2.0 0.0 FY13 FY14 FY15 FY16 FY17 18.0 16.0 14.0 12.0 10.0 8.0 6.0 4.0 2.0 0.0 9.0 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17 FY13 FY14 FY15 FY16 FY17 DIVIDEND 8.25¢ A final declared dividend of 4.50c brings the full year dividend to 8.25c, an 18% increase on the PY. The full year dividend represents 50% of NPAT, this ratio is consistent with prior years. www.mnfgroup.limited 21 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Review of operations A review of the operations of the entity during the financial year and the results of those operations are as follows: Record Margin and EBITDA The gross profit for the year was up 21% to $58.6m (2016: $48.6m). The Net profit after tax (NPAT) for the year was $12.1m (2016: $9.0m) with Earnings per share (EPS) climbing 29% to 17.32 cents per share (2016: 13.45 cents per share). Year ended 30 June 2017 Year ended 30 June 2016 % change $191.8m $58.6m $23.9m $12.1m $161.2m $48.6m $17.8m $9.0m 17.32 cents 13.45 cents +19% +21% +34% +34% +29% Revenue Gross profit EBITDA NPAT EPS Cash and debt The closing cash balance as at 30 June 2017 was $52.4m (2016: $52.9m). At year end gross debt in the form of a $27.0m revolving acquisition facility was $11.2m (2016: 13.7m). $2.5m of gross debt was paid down during the year. The company had no net debt as at year end. Acquisitions: On 1 February 2017 MNF Group Limited acquired Conference Call International Pty Limited (CCI). The purchase price of CCI was $18.0m. After allowing for working capital adjustments ($0.4m) and cash acquired with the business ($0.6m) the net amount paid for CCI was $17.0m. (Refer note 23 in the attached Financial Statements). This net price represents a multiple of less than 4.5 times FY17 pro-rated EBITDA contribution. CCI operates through three established brands, with an extensive portfolio of over 5,000 business and enterprise customers, including many top 500 Australian enterprises and a scalable state of the art audio conferencing service platform. CCI has performed marginally ahead of expectations in the 5 months to June and as expected this acquisition has been EPS accretive in FY17. Business outlook The MNF Group is now operating three very solid independent segments – Domestic Retail, Domestic Wholesale and Global Wholesale. Inside each segment are multiple product lines with excellent diversity of customers and profit contribution. All segments operate in our core area of specialisation, being enabling new and disruptive voice communications through software development and network deployment. Each segment has a well-defined strategy for investment and growth. The business is confident of sustainable organic gross margin and profit growth across all three segments. Additionally, the business has shown an ability to find value accretive acquisitions and integrate them quickly and effectively to improve the overall performance of the business. With a discerning and conservative approach, the Board of MNF Group will continue to actively search for further acquisition opportunities; whilst the business remains totally committed to driving organic growth and overall financial performance within the business. Domestic Retail Segment This segment is based on the original MyNetFone brand and other retail acquisitions, focussing on selling directly to residential, small business, enterprise & government customers. The CCI acquisition is now recorded in this segment. The domestic retail segment delivered a margin contribution to the group of $18.9m. That is a $3.8m (25%) increase on the prior year. The addition of CCI to this segment in February 2017 was the primary driver of this growth, contributing 22 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 $2.8m of the $3.8m increase. Excluding CCI from this growth, the Domestic Retail Segment grew organically by around 7%. This organic growth comes following a year of no growth in this segment and is an encouraging sign for the future of this segment - the overall organic growth is a result of small business and enterprise & government growth outpacing the ongoing gradual decline in the residential space. a. Residential The Residential sub-segment consists of selling residential VoIP, DSL broadband and NBN broadband to consumers in Australia. The sub-segment operates under the brands of MyNetFone, PennyTel and theBuzz. Each brand has its own value proposition, web site, and product range; however, all brands are operated across the same network and same operations team, providing a high level of synergy. Despite the decline in the residential sub-segment it is still viewed as providing critical mass and volume and an opportunity for future growth. The residential voice market is declining due to the market shift towards mobile communications and mobile-cap plans. The group however has been implementing a defensive strategy of cross selling DSL broadband services, and NBN broadband services into this customer base. This action has stemmed the decline in revenue and margin, and provided a useful retention tool. The residential data subscriber base increased to 12,900 services in operation up 8% on the PY, and the VoIP base fell slightly overall to 88,600 services in operation. The increase in data services resulted from an increased take-up of NBN services, however MNF continues to be sub-scale in terms of NBN reach. The business has improved NBN reach by being certified across all access types, and putting in place backhaul agreements to be able to reach all 121 Points-of- Interconnect (POI). Total residential subscriptions across all brands was steady year-on-year at 106,000. In terms of new customer acquisition the business is now gaining more new NBN customers than it is new DSL customers. This is consistent with the NBN deployment breaking through the 50% population coverage milestone. The NBN still presents big challenges to smaller broadband companies like MNF – being the ability to reach 121 POI nationally, the usage based cost of the Connectivity Virtual Circuit (CVC), and the explosion in data usage demands of consumers due to the adoption of over-the-top (OTT) video and content services, and strong competition from NBN bypass services (Mobile Broadband, Fibre-to-the-Basement and Fixed Wireless). The company is still committed to servicing the residential customer base as it provides a large user base generating solid margins on the VoIP and data products. The base also provides an opportunity for further innovation and potential growth in an NBN era. The business is looking at innovative ways to grow scale on the NBN, including acquisitions of additional subscriber bases and new marketing techniques. b. Small Business The Small Business sub-segment consists of selling business grade MyNetFone Virtual PBX and SIP trunks, as well as business grade DSL, NBN and Ethernet broadband services within Australia. The sub-segment operates under the brands MyNetFone, Connexus and CallStream. Each brand has its own value proposition, web site, and product range; however, all brands are operated across the same network and same operations team, providing a high level of synergy. The small business market sub-segment is strategic to MNF with strong prospects for future growth. The company has some leading products in the market and continues to innovate. The NBN roll out will provide additional growth impetus to this segment when the NBN reaches more centralised business areas, as it will force customers to move off legacy copper PSTN services and find new alternatives for telephony. The Virtual PBX and SIP trunk products in service grew by 5% to 3,400 services in operation, and overall business voice services grew slightly to 8,600 services in operation. Revenue and margin from business voice has grown in 2017. Business data services grew 5% to 2,100 services in operation, mainly due to growth in NBN take-up. In terms of new customer acquisition the business continues to push the Virtual PBX as the leading service. The business has recently re-launched the business customer web site - https://business.mynetfone.com.au/ - as well as released higher value included plans which are very popular. The product is undergoing a cosmetic and feature refresh which should be completed by the end of the year. Based on our competitive analysis, the product is still very strong in terms of price and functionality when compared to all competitors selling a hosted PBX product. The business is constantly looking at new ways to market effectively whilst keeping costs under control. c. Enterprise & Government The Enterprise & Government sub-segment consists of selling enterprise grade MyNetFone SIP trunks and other value added services to enterprise and government organisations within Australia. The sub-segment operates under the MyNetFone brand. This sub-segment is strategic to the group with strong organic growth in the last 12 months, and an www.mnfgroup.limited 23 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 excellent pipeline of prospects looking forward to next year. In February MyNetFone Australia was appointed to the Voice Services Panel for the Victorian Government as part of that Government’s Telecommunication Purchasing and Management Strategy 2025 (TPAMS2025). This appointment is expected to lead to substantial opportunities for the group in the medium term. The company has adopted a long-term strategy to pursue domestic government business as VoIP technology increases its foothold in all levels of government. The Enterprise & Government sector is generally more conservative than small business, and the migration to next generation telephony has been lagging that of small business. However recently the sector has been more focussed on cost reduction and efficiency, resulting in the increased rate of migration into centralised private cloud telephony services, and the need for data centre based high capacity centralised SIP trunks. This is the same model adopted by the Tasmanian Government in 2012 which was a pioneer in this space. MyNetFone had initial success with the Tasmanian Government in 2012, where it was awarded a long term contract to provide telephony services to government. Late last year the Tasmanian Government has elected to exercise all extensions to the initial contract, securing MyNetFone as an exclusive supplier of voice carriage until 2022. MyNetFone is also actively engaged with the Tasmanian Government in providing additional value added services and product innovation to assist the Government in delivering services to its constituents. Last year the company has also secured several large contracts with government enterprises in NSW. These contracts are for inbound and outbound voice carriage, as well as value added services and product innovation. These are multi- year contracts with initial terms of 3 years, and potential extensions of up to 7 years. The company has successfully completed the implementation of these services during the financial year. Based on recent success with both Tasmanian and NSW government enterprises, the company is increasing its resourcing to support and drive growth in the Enterprise & Government sector. These additional resources are in the area of business development, account management, bid management and customer life cycle management. The company currently holds the following government certifications: Victorian Government Telecommunication Purchasing and Management Strategy 2025 (TPAMS2025), Municipal Association of Victoria (MAV), Western Australian Local Government Association (WALGA), NSW Procurement ICT Services Scheme, Queensland Government IT&T Procurement Panel and Tasmanian Government. As a result of these efforts the company is winning successful business with many local governments, universities and several state government departments around Australia. The company continues to pursue additional Government certifications and tenders in other areas. The company also maintains several key certifications with leading enterprise grade equipment vendors such as: Microsoft, Cisco, Avaya, Samsung, Panasonic and many others. The company is still the only carriage service provider in Australia certified by Microsoft for the Lync unified communications platform. d. Conference Call International (CCI) The CCI sub-segment consists of the business assets, customers and operations of Conference Call International Pty Ltd acquired in February 2017. The CCI business involved selling audio conferencing and collaboration services to business customers in Australia and New Zealand. The business owns and operates three main brands – OzLink, Eureka Conferencing and Express Virtual Meetings. Each brand services a different set of user needs in this space. During the first 5 months since acquisition the CCI business has performed well, slightly ahead of expectation in terms of contribution. The company has integrated CCI into its Domestic Retail strategy. The CCI product suite is highly complementary for the Small Business, and the Enterprise & Government sub-segments. As such the company has started cross selling CCI products into existing customers in those sub-segments, as well as incorporating CCI services into tenders and bids. The company is looking to further invest into the CCI platforms to develop more value-added services which will continue to enhance the offers and provide future growth for this specialised sub-segment. Domestic Wholesale Segment This segment is based on the original Symbio Networks brand, and includes the iBoss software platform. The segment is focussed on selling to Australian & New Zealand domestic carriers, carriage service providers (CSP), cloud providers and application providers. This segment is strategic to the group and continues to experience strong organic growth. The key products sold into this market are: 1. Wholesale voice – termination of high volume wholesale voice minutes; 2. Wholesale managed services – providing unbranded capabilities and services such as Local Number Portability, 24 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 voice end-points, phone numbers, and numerous other in-house developed cloud based value added services; 3. Wholesale aggregation services on the iBoss software platform – providing customer branded services such as: DSL broadband, NBN broadband, Legacy ISDN/PSTN voice resale, mobile telephony resale and also providing access to the complete suite of Symbio wholesale managed services; 4. Software-as-a-Service (SaaS) – leveraging the company’s extensive software intellectual property assets and monetising them by means of selling cloud based capabilities on a monthly recurring basis. The main product is the iBoss enablement platform. These products leverage the extensive fully interconnected national voice network that is also used to carry the group’s retail and globally originated traffic, in addition to an extensive amount of proprietary intellectual property that has been developed by the company over the last 15 years. The domestic wholesale business is currently hosting over 287 unique service provider customers, an increase of 21% on the previous year. Each customer generally purchases one or more products from the above suite of products. In addition to the increase in service provider customers, the customers themselves are generally growing organically, providing a compounding growth effect – hence the strong margin growth for this segment. Services provided in this segment continue to experience strong growth, with Local Number Portability (LNP) growing 29% to 645,000 inbound ported numbers, and the total volume of hosted Direct-In-Dial (DID) numbers growing 15% to 3.1 million numbers. Wholesale aggregation subscriptions (iBoss) increased to 5,500, up 83% on the prior year. Global Wholesale Segment This segment is based on the TNZI brand and customers, together with Symbio customers that are global operators and managed by the team out of Wellington. The segment is focussed on selling to global carriers, carriage service providers (CSP), cloud providers and application providers. This segment is strategic to the group and has the biggest potential for long term organic growth through leveraging its global market reach to sell the company’s high margin products. Initial focus for global growth is the Asia-Pacific region where the opportunity and the company is strongest. The main product sold by TNZI has historically been global voice termination. The TNZI brand operates high quality voice termination to all countries around the globe through direct and indirect partnerships. TNZI is globally recognised as a “Tier 1” quality brand, having been an innovator and pioneer of global minutes trading for over 25 years. The TNZI organisation is a member of many exclusive global infrastructure organisations and committees, including the ITW Global Leaders Forum (GLF), Pacific Islands Telecommunications Association (PITA), the i3 Forum standards organisation and the Pacific Telecommunications Council (PTC). This has been the second full year of ownership of the TNZI business, making the year-on-year comparatives more meaningful. The integration of the TNZI business is largely completed. Staff integration, staff resource expansion, Wellington office relocation, IT systems separation, customer novations, and US licensing & transaction are now all complete. The global network expansion and upgrade program is also well underway. The expansion of the UK (London) Point of Presence (PoP) and the US (Los Angeles) PoP upgrades were completed last financial year. After some logistics delays the Hong Kong PoP is now fully operational and carrying live customer traffic. Additionally, the NZ (Auckland) and Singapore PoPs are due to be upgraded and expanded in FY18. In addition to the traditional TNZI product suite, the Symbio products are being productised and made available to the TNZI global customer base. This is expected to provide additional high margin recurring revenue streams to the TNZI business, similar to what Symbio is achieving in the Australian and New Zealand domestic markets. The international wholesale network is currently hosting over 220 service provider customers, most of which are major global Tier 1 service providers. Due to the cost and complexity of managing a global customer base, the focus for TNZI is large service providers with significant positive margin contribution, so smaller non-performing customers are regularly disconnected to save network and operational resources. The Group is investing in additional global marketing of the TNZI brand, and is deploying additional Business Development resources in the UK, USA and New Zealand in order to capture an increase in market share for both traditional and next generation products. Significant changes in the state of affairs There were no significant changes in the state of affairs of the company during the financial year. After balance date events Dividends proposed: The dividend as recommended by the Board will be paid subsequent to the balance date. www.mnfgroup.limited 25 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Future developments The Board is committed to growing the company organically as well as by way of targeted acquisitions. The company has a strict policy around the evaluation of acquisition targets and will continue to look to build through leveraging synergies, adding products and services through the acquisition of intellectual property and avoiding companies that are pure re-sellers of other networks. Environmental issues: The Group’s operations are not regulated by any significant environmental regulation under a law of the Commonwealth or of a State or Territory. Dividends paid or recommended Fully franked dividends paid or declared for payment during the financial year are as follows: $000 Franking Dividends paid during the year: 2016 Final dividend of 3.50 cents per share paid on 29 September 2016 2017 Interim dividend of 3.75 cents per share paid on 30 March 2017 2,372 2,727 Dividends recommended (subsequent to year end): 2017 Final dividend of 4.50 cents per share recommended on 15 August 2017 3,275 100% 100% 100% The 2017 final dividend is to be paid on 28 September 2017 to shareholders registered as at 4 September 2017. Options Shares under option or issued on exercise of options The Directors did not acquire any shares through the exercise of options during the year. On 25 October 2016 at the Annual General Meeting, shareholders voted in favour of granting 450,000 options to Directors. The details of those options are detailed in the table below: Director Date of expiry Exercise price Number of options Terry Cuthbertson Michael Boorne Andy Fung Rene Sugo 30 June 2021 30 June 2021 30 June 2021 30 June 2021 $7.15 $7.15 $7.15 $7.15 100,000 100,000 100,000 150,000 450,000 At the date of this report, the unissued ordinary shares of MNF Group Limited under options which were granted during the 2017 financial year is as follows: Grant date Date of expiry Exercise price Number of options 15 September 2016 15 September 2016 15 September 2016 27 October 2016 30 June 2018 30 June 2019 30 June 2020 30 June 2021 Nil Nil Nil $7.15 90,000 90,000 90,000 620,000 26 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Remuneration Report Audited Remuneration report overview The Directors of MNF Group Limited present the Remuneration Report for the company and its controlled entities for the year ended 30 June 2017. This report forms part of the Directors’ Report in accordance with section 300A of the Corporations Act 2001 (the Act) and has been audited as required by section 308 (3C) of the Act. The Report details the remuneration arrangements for MNF Group’s key management personnel (KMP): Non-executive Directors (NEDs) Executives For the purposes of this report, the term “executive” includes the Chief Executive Officer (CEO), executive directors and other senior executives of the company or the Group. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the Parent. The table below outlines the KMP of the Group and their movements during FY17: Name Position Term as KMP Non-executive directors Terry Cuthbertson Non-executive Chairman Full financial year Michael Boorne Non-executive Director Full financial year Andy Fung Executive director Rene Sugo Other KMPs Matthew Gepp Catherine Ly Non-executive Director Full financial year Chief Executive Officer Full financial year Chief Financial Officer Full financial year Company Secretary and Treasurer Full financial year There were no changes to KMP between the reporting date and date the financial report was authorised for issue. Overview of executive remuneration Remuneration Committee Due to the size of the company the functions of the Remuneration Committee are undertaken by a full Board. Mr Boorne chairs the Remuneration Committee. The Board approves the remuneration arrangements of the CEO and other executives and all awards made under short and long term incentive plans. The Board also sets the aggregate remuneration of non-executive directors, which is then subject to shareholder approval. Use of remuneration consultants The company does not currently engage remuneration consultants. The Board may consider the use of remuneration consultants in the future as the company continues to grow. Remuneration report approval at the 2016 AGM The 2016 remuneration report received positive shareholder support at the 2016 AGM with a vote of 98.45% in favour (2015: 97.97%). www.mnfgroup.limited 27 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Remuneration Report (continued) Executive remuneration arrangements Remuneration principles and strategy Remunerations levels for key management personnel of the Group are designed to attract and retain appropriately qualified and experienced directors and executives. MNF Group aims to reward executives based on their position and responsibility whilst maintaining comparability with other companies in the sector of similar revenue, market capitalisation and earnings levels. The executive remuneration includes a mix of the following components: • • • Fixed remuneration Short-term performance incentives (STI) Long term incentives (LTI) Fixed remuneration Fixed remuneration consists of base salary, employer superannuation contributions and non-monetary benefits. Non- monetary benefits are typically benefits such as access to a car-parking spot and annual leave entitlements. Details of short term incentive (STI) plans The objective of the STI plan is to link MNF Group’s financial and operational targets with the remuneration received by senior managers. As part of their respective employment agreements the CEO, CFO and other senior managers are eligible for a cash bonus subject to the attainment of these clearly defined objectives. 100% of the STI target for FY17 was based on meeting agreed net profit after tax targets as set by the board. STI amounts paid in FY17 are in relation to the FY16 company performance and targets. Non-executive directors are not eligible for an STI. Details of long term incentives (LTI) plans The Board may issue options to executive and other employees under the company Employee Option Plan in order to align remuneration with the creation of shareholder value over the long term. As such, LTI awards are only made to executives and other key employees who have an impact on the Group’s performance. Shareholders returns The following table sets out MNF Group’s earnings and movements in shareholder wealth over the past five years: Revenue (‘000) NPAT (‘000) Basic EPS (cents) Dividends paid (‘000) Dividends per share (cents) Share price (as at 30 June) Change in share price 2017 2016 2015 2014 2013 $191,752 $161,217 $85,675 $59,306 $46,209 $12,066 $8,990 17.32 $5,099 8.25 $4.37 $0.37 13.45 $4,512 7.00 $4.00 $0.18 $7,184 11.49 $3,128 5.75 $3.82 $1.40 $5,778 9.26 $2,498 4.50 $2.42 $1.22 $4,141 6.98 $1,770 3.50 $1.20 $0.64 $74M Market capitalisation $318m $270M $240M $151M 28 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Remuneration Report (continued) Remuneration details of key management personnel for the year ended 30 June 2017 Details of the nature and amount of benefits and payments for each director and KMP of the Company for the 2016 and 2017 financial years are as follows: Short term benefits Post employment benefits Share based payments Total Cash salary STI/Bonus Non-Monetary Superannuation Options & fees $ Benefits(i) $ $ $ $ $ Non-executive directors: Mr T Cuthbertson 2017 118,200 Mr M Boorne Mr A Fung Executive director: Mr R Sugo Other KMP: Mr M Gepp Ms C Ly 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 109,000 91,750 83,000 77,000 71,000 - - - - - - 464,617 79,500 410,779 43,900 296,667 80,000 246,667 57,500 159,250 154,250 - - Total 2017 1,207,484 159,500 2016 1,074,696 101,400 - - - - - - 2,494 2,565 2,494 2,565 - - 4,988 5,130 11,229 10,355 8,550 7,885 7,315 6,745 27,736 43,195 30,308 28,896 15,128 14,654 715 - 715 - 715 - 130,144 119,355 101,015 90,885 85,030 77,745 1,073 575,420 - 500,439 8,658 - 2,218 418,127 335,628 176,596 - 168,904 100,266 14,094 1,486,332 111,730 - 1,292,956 (i) The category “Non-Monetary benefits” represents other benefits such as car parking. Key terms of employment agreements The company has entered into an Executive Employment Agreement with Rene Sugo. The remuneration and terms of employment for other Key Executives are also set out in written agreements. Each of these employment agreements are unlimited in term but may be terminated by written notice by either party and by the company making payment in lieu of notice. Each of these agreements sets out the arrangements for total fixed remuneration, performance-related cash bonus opportunities, superannuation, termination rights and obligations and eligibility to participate in the employee equity- based incentive scheme. Executive salaries are reviewed annually. The executive employment agreements do not require the company to increase base salary, incentive bonuses or to continue the participants’ participation in equity-based incentive programs. www.mnfgroup.limited 29 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Remuneration Report (continued) The Company may terminate the employment of the Key Executives without notice and without payment in lieu of notice in some circumstances. This includes if the executive: commits an act of serious misconduct; commits a material breach of the executive employment agreement; 1. 2. 3. denigrates or engages in any behaviour that may materially damage the reputation of, or otherwise bring the Company into disrepute; or is convicted of any criminal offence which would in the reasonable opinion of the Board of Directors adversely affect the carrying out of the executive’s duties. The Company may terminate the employment of the Key Executive at any time by giving the executive notice of termination or payment in lieu of such notice. The amount of notice required from the Company in these circumstances is set out in the following table: Name of key executive Company notice period Employee notice period Termination provision Rene Sugo Matthew Gepp Catherine Ly 6 months 3 months 6 months 1 month 3 months 1 month 6 months base salary 3 months base salary 6 months base salary Directors’ interests in shares and options of the company or related bodies corporate At the date of this Report, the particulars of shares and options held by the directors of the company in the company or in related bodies corporate which are required to be declared in the register of directors’ share holdings are as follows: Name of Director Mr Terry Cuthbertson Mr Michael Boorne Mr Andy Fung Mr Rene Sugo Total Share holding 920,906 728,014 14,025,989 13,178,084 28,852,993 This concludes the remuneration report, which has been audited. Options 100,000 100,000 100,000 150,000 450,000 30 MNF Group Limited | ABN 37 118 699 853 and controlled entities Directors’ Report for the year ended 30 June 2017 Directors’ benefits No director has received or has become entitled to receive, during or since the financial year, a benefit because of a contract made by the company, controlled entity or related body corporate with a director, a firm which a director is a member or an entity in which a director has a substantial financial interest. Indemnifying officers or auditor The Group has in place a contract insuring the directors, the company secretary and all executive officers of the Group and any related body corporate, against a liability incurred by a director, company secretary or executive officers to the extent permitted by the Corporations Act 2001. The Group has indemnified the directors, the company secretary and all executive officers of the Group for costs incurred, in their capacity as officers of the Group, for which they may be held personally liable, except where there is a lack of good faith. Details of the amount of the premium paid in respect of the insurance policies are not disclosed as such disclosure is prohibited under the terms of the contract. No indemnities have been given or agreed to be given or insurance premiums paid or agreed to be paid, during or since the end of the financial year, to the auditors of the Group or any related entities against a liability incurred by the auditors. Proceedings on behalf of the company No person has applied for leave of a Court to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of those proceedings. The Group was not a party to any such proceedings during the year. Non-audit services During the current and prior year MNSA Pty Ltd Chartered Accountants, the Group’s auditor did not provide any non- audit services. The total amount received by MNSA Pty Ltd Chartered Accountants for non-audit services was $Nil (2016: $Nil). Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 has been received and can be found on page 67 of the financial report. Rounding off MNF Group Limited is a company of the kind referred to in ASIC Legislative Instrument (Rounding in Financial/Directors’ Reports) 2016/191 and in accordance with that Instrument, amounts in the Directors’ Report and the Financial Report are rounded to the nearest thousand dollars, except where otherwise indicated. This Directors’ Report, incorporating the remuneration report, is signed in accordance with a resolution of the Board of Directors. Terry Cuthbertson Chairman Sydney, 15 August 2017 Rene Sugo Director www.mnfgroup.limited 31 Financial Statements 2017 MNF Group Limited Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June Continuing operations Revenue Cost of sales Gross profit Finance revenue Employee benefits expense Depreciation and amortisation Other expenses Costs related to acquisition Financing costs Profit before income tax Income tax expense Profit from continuing operations Net profit for the year Other comprehensive income: Items that may be reclassified to profit or loss: Exchange differences on translation of foreign operations Changes in fair value of cash flow hedges Notes 4a 4a 4b 4c 4d 4e 5 Consolidated group 2017 $000 2016 $000 191,752 (133,139) 58,613 161,217 (112,576) 48,641 1,350 249 (26,028) (5,083) (10,054) (498) (1,790) 16,510 (21,223) (4,709) (9,872) (200) (1,061) 11,825 (4,444) (2,835) 12,066 12,066 (584) 142 (442) 8,990 8,990 (484) (582) (1,066) Total comprehensive income for the year 11,624 7,924 Earnings per share from continuing operations - Basic earnings per share (cents) - Diluted earnings per share (cents) 24 24 17.32 17.10 13.45 13.38 The accompanying notes form part of these consolidated financial statements www.mnfgroup.limited 33 MNF Group Limited Consolidated statement of financial position As at: Assets Current assets Cash and cash equivalents Trade and other receivables Income tax receivable Inventories Total current assets Non-current assets Property, plant and equipment Deferred tax asset Goodwill and other intangibles Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Loans and borrowings Deferred revenue Income tax payable Financial Instruments Provisions Total current liabilities Non-current liabilities Loans and borrowings Financial instruments Provisions Deferred tax liability Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Retained earnings Total equity Consolidated group 30 June 2017 30 June 2016 Notes $000 $000 6a 7 8 5c 21 9 10 12 11 13 10 11 13 5d 14a 52,358 30,121 - 669 83,148 18,663 958 47,697 67,318 150,466 63,181 2,500 1,611 1,581 592 1,483 70,948 8,690 140 921 1,420 11,171 82,119 68,347 49,000 270 19,077 68,347 52,889 29,067 195 305 82,456 12,011 735 30,802 43,548 126,004 66,550 2,500 1,668 - 2,812 1,300 74,830 11,190 282 734 - 12,206 87,036 38,968 26,440 419 12,109 38,968 The accompanying notes form part of these consolidated financial statements 34 MNF Group Limited Consolidated statement of cash flows Consolidated group For the year ended 30 June 2017 Notes $000 Cash flows from operating activities Receipts from customers Payments to suppliers and employees Receipt on supplier novation Settlement of financial liability Interest received Interest paid Income tax paid Net cash from operating activities Cash flows from investing activities Purchase of property, plant and equipment Decrease in other financial assets (Payment)/receipt for business acquisitions Software development costs Net cash (used in) investing activities 6b Cash flows from financing activities Proceeds from share placement and options exercised Dividends paid Repayment of borrowings Repayment of finance lease liability Net Cash from financing activities Net increase in cash and cash equivalents Impact of foreign currency on cash and cash equivalents Cash and cash equivalents at 1 July Cash and cash equivalents at 30 June 6a 202,372 (182,486) - (3,947) 1,358 (904) (3,016) 13,377 (9,646) - (16,986) (461) (27,093) 22,560 (5,099) (2,500) - 14,961 1,245 (1,776) 52,889 52,358 2016 $000 173,115 (157,611) 41,464 - 144 (873) (4,415) 51,824 (5,958) 323 182 (150) (5,603) 16,508 (4,511) (11,600) (16) 381 46,602 - 6,287 52,889 The accompanying notes form part of these consolidated financial statements www.mnfgroup.limited 35 MNF Group Limited Consolidated statement of changes in equity Attributable to owners of the company For the year ended 30 June 2017 Ordinary share capital Share- based payment reserve Trans- lation reserve Hedging reserve Retained earnings Total $000 $000 $000 $000 $000 $000 Balance at 30 June 2015 9,932 1,353 155 (23) 7,631 19,048 Profit for the period Other comprehensive income Dividends paid Share options exercised Share placement Share issued - DRP - - - 1,607 14,449 452 - - - - - - - (484) - (582) - - - - - - - - 8,990 - (4,512) - - - 8,990 (1,066) (4,512) 1,607 14,449 452 Balance at 30 June 2016 26,440 1,353 (329) (605) 12,109 38,968 Profit for the period Other comprehensive income Dividends paid Share options exercised Share placement Shares issued - DRP Shares issued - SPP Share based payment transactions - - - 958 17,949 703 2,950 - - - - - - - - 293 - (584) - 142 12,066 - 12,066 (442) - - - - - - - - - - - - (5,098) (5,098) - - - - - 958 17,949 703 2,950 293 Balance at 30 June 2017 49,000 1,646 (913) (463) 19,077 68,347 The accompanying notes form part of these consolidated financial statements 36 Notes to the Consolidated Financial Statements MNF Group Limited Notes to the consolidated financial statements Table of contents 1. Corporate information ........................................................................................................................ 39 2. Significant accounting policies ........................................................................................................... 39 3. Segment note ....................................................................................................................................... 47 4. Revenue and expenses ....................................................................................................................... 48 5. Income tax ........................................................................................................................................... 49 6. Statement of cash flows reconciliation ............................................................................................ 50 7. Trade and other receivables .............................................................................................................. 50 8. Property, plant and equipment ......................................................................................................... 51 9. Trade and other payables ................................................................................................................... 52 10. Loans and borrowings ......................................................................................................................... 52 11. Financial instruments ............................................................................................................................53 12. Deferred revenue .................................................................................................................................. 54 13. Provisions .............................................................................................................................................. 54 14. Issued capital ...................................................................................................................................... 55 15. Share based payments ....................................................................................................................... 56 16. Commitments and contingencies ..................................................................................................... 57 17. Events after reporting date ................................................................................................................ 57 18. Auditors remuneration ...................................................................................................................... 57 19. Director and executive disclosures ...................................................................................................... 58 20. Controlled entities .............................................................................................................................. 59 21. Goodwill and other intangibles .......................................................................................................... 60 22. Impairment testing ............................................................................................................................. 61 23. Business combinations ...................................................................................................................... 62 24. Earnings per share .............................................................................................................................. 63 25. Dividends paid and proposed ............................................................................................................ 63 26. Parent entity ........................................................................................................................................ 64 27. Financial risk management objectives and policies ......................................................................... 64 28. Company details ................................................................................................................................. 65 MNF Group Limited Notes to the consolidated financial statements 1. Corporate information These consolidated financial statements and notes represent those of MNF Group Limited and controlled entities (the “company” or the “group”) for the year ended 30 June 2017. MNF Group Limited is a for profit entity limited by shares and incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX) and is the ultimate parent entity in the Group. The separate financial statements of the parent entity, MNF Group Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. The financial statements were authorised for issue on 15 August 2017 by the directors of the company. The nature of the operations and principal activities of the Group are described in the Directors’ Report. 2. Significant accounting policies a. Basis of preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Australian Accounting Standards set out accounting policies that the AASB has concluded would result in the financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB). Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. b. New and amended accounting policies adopted by the Group and New Accounting Standards for application in future periods Accounting Standards and Interpretations issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below: AASB 9: Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 January 2018). The Standard will be applicable retrospectively (subject to the provisions on hedge accounting outlined below) and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting. The key changes that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. AASB 9 also introduces a new model for hedge accounting that will allow greater flexibility in the ability to hedge risk, particularly with respect to hedges of non-financial items. Should the entity elect to change its hedge policies in line with the new hedge accounting requirements of the Standard, the application of such accounting would be largely prospective. Although the directors anticipate that the adoption of AASB 9 may have an impact on the Group’s financial instruments, including hedging activity, it is impracticable at this stage to provide a reasonable estimate of such impact. AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods commencing on or after 1 January 2017). When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Except for a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers. The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange www.mnfgroup.limited 39 MNF Group Limited Notes to the consolidated financial statements for the goods or services. To achieve this objective, AASB 15 provides the following five-step process: • • • • • identify the contract(s) with a customer; identify the performance obligations in the contract(s); determine the transaction price; allocate the transaction price to the performance obligations in the contract(s); and recognise revenue when (or as) the performance obligations are satisfied. This Standard will require retrospective restatement, as well as enhanced disclosures regarding revenue. Although the directors anticipate that the adoption of AASB 15 may have an impact on the Group’s financial statements, it is not expected to generate material differences to the current or future years results. AASB 16: Leases (applicable to annual reporting periods commencing on or after 1 January 2019). When effective, this Standard will: • • replace AASB 117 Leases and some lease-related Interpretations; require all leases to be accounted for ‘on-balance sheet’ by lessees, other than short-term and low value asset leases; and • require new and difference disclosures about leases. This Standard will require retrospective restatement, as well as new and difference disclosures. Although the directors anticipate the adoption of AASB 16 may have an impact on the Group’s financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact. c. Principles of consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by MNF Group Limited at the end of the reporting period. A controlled entity is any entity over which MNF Group Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered. In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity. Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 20 to the financial statements. d. Business combinations Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities. All business combinations, including those involving entities under common control, are accounted for by applying the acquisition method. Consideration transferred for the acquisition comprises the fair value of the assets transferred, liability incurred and the equity interests issued by the acquirer. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. Any deferred consideration payable is discounted to present value using the entity’s incremental borrowing rate. Acquisition related costs are expensed as incurred. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of fair value of consideration transferred, over the acquisition-date fair values of identifiable net assets. e. Critical accounting estimates and judgments The directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assure a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Key estimates that have a significant risk of causing adjustments to the carrying amounts of certain assets and liabilities within the next annual 40 MNF Group Limited Notes to the consolidated financial statements reporting period are: (i) Share based payment transactions The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an independent valuer using a Black- Scholes model. The accounting estimates and assumptions relating to equity-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may have impact on profit or loss and equity. (ii) Useful lives of property, plant and equipment The Group reviews the estimated useful lives of property, plant and equipment at the end of each financial year. The Group adjusts the remaining effective useful life of its assets to better reflect their actual usage and future economic benefit. (iii) Utilisation of tax losses The company and its wholly-owned Australian subsidiaries elected to join as members of a tax consolidated group under Australian taxation law as of 1 July 2011. Each entity in the tax consolidated group contributed tax losses to the Group. The Group has no tax losses to currently utilize. (iv) Research & Development (R&D) tax concession When calculating the income tax provision for the year, there is an operating assumption that the Research & Development tax concession for 2017 will be materially the same as for 2016. The directors believe the estimate is reasonable and conservative. This may be subject to change following the approval of the R&D tax concession application from AusIndustry in due course. f. Revenue recognition Revenue is measured at the fair value of the consideration received or receivable after taking into account any trade discounts and volume rebates allowed. The following specific recognition criteria must also be met before revenue is recognised: (i) Rendering of services Revenue from telecommunication services is recognised when the services are provided to the customer. Deferred revenue represents the unused proportion of cash received in advance for call credits determined on a specific account basis at balance date. (ii) Interest income / Finance revenue Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. g. Leases Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the period in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. h. Cash and cash equivalents Cash and cash equivalents in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. i. Trade and other receivables Trade receivables and other receivables, which generally have 30-90 day terms, are recognised and carried at original invoice amount less an allowance for any amounts determined to be un-collectable or amounts subject to dispute. An allowance for doubtful debts is made when there is objective evidence that the Group will not be able to collect the www.mnfgroup.limited 41 MNF Group Limited Notes to the consolidated financial statements debts. Bad debts are written off when it is determined there is no chance of recovering the debt. An allowance for credit notes is made when invoiced amounts are subject to dispute and there is objective evidence that the dispute will be successful. j. Foreign currency transactions and balances (i) Functional and presentation currency The functional currency of each group entity is measured using the currency of the primary consolidated environment in which the entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. (ii) Transactions and balances Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. (iii) Group Companies The financial results and position of foreign operations whose functional currency is different from the group’s presentation currency are translated as follows: - Assets and liabilities are translated at year end exchange rates prevailing at the reporting date. - Income and expenses are translated at average exchange rates for the period. - Retained earnings are translated at the exchange rates prevailing at the date of the transaction. On consolidation, assets and liabilities have been translated into Australian dollars at the closing rate at the reporting date. Income and expenses have been translated into the Group’s presentation currency at the average rate over the reporting period. The exchange differences are taken to other comprehensive income (OCI) in the consolidated financial report. k. Income tax The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to the profit or loss is the tax payable on taxable income. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses if any. Current and deferred income tax expense (credit) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss. Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that 42 MNF Group Limited Notes to the consolidated financial statements net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (a) a legally enforceable right of set-off exists; and (b) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. Tax consolidation: MNF Group Limited and its wholly-owned Australian subsidiaries are part of a tax consolidation group under Australian taxation law. MNF Group Limited is the head entity in the tax consolidation group. Tax expense, deferred tax liabilities and deferred tax assets arise from temporary differences of the members of the tax-consolidation group using the ‘separate taxpayer within group’ approach by reference to the carrying amounts in the separate financial statements of each entity and the tax values applying under tax consolidation. MNF Group Limited, as the head entity in the tax consolidated group, recognises the current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of all entities in the Australia group. l. Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. m. Inventories Inventories are measured and recorded at cost and are valued at the lower of cost and net realisable value. n. Property, plant and equipment Plant and equipment are measured on the cost basis. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset’s employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets is depreciated on a straight-line basis over the asset’s useful life to the consolidated group commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Funiture & Fittings Office Equipment Leasehold improvements Network Infrastructure and IT Systems Group 6 to 10 years 3 to 5 years 3 to 9 years 2 to 10 years The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. 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. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the statement of comprehensive income. When re-valued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings. www.mnfgroup.limited 43 MNF Group Limited Notes to the consolidated financial statements o. Financial instruments Non-derivative financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately. (i) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets.) (ii) Investments in subsidiaries held by the parent Investments in subsidiaries held by the parent entity are recognised and subsequently measured at cost in the separate financial statements of the company, less any impairment. (iii) Derivative financial instruments and hedge accounting The group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if certain criteria are met. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then the hedge accounting is discontinued prospectively. If the forecast transaction is no longer expected to occur, then the amount accumulated in reserves is reclassified to profit or loss. Derivatives are initially recognised at fair value; any directly attributable transaction costs are recognised in profit or loss as incurred. Cash flow hedges When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive income (OCI) and accumulated in the hedging reserve. Any ineffective portion of changes in the fair value of the derivative is recognised immediately in profit or loss. The amount accumulated in equity is retained in OCI and reclassified to profit or loss in the same period or periods during which the hedged item affects profit or loss. Fair Value hedges When a derivative is designated as a fair value hedging instrument, the hedged item is re-measured to take into account the gain or loss attributable to the hedged risk, with the gains or losses arising recognised in profit or loss. This offsets the gain or loss arising on the hedging instrument which is measured at fair value through profit or loss. Changes in fair value of the derivative instrument are recognised in profit or loss. p. Intangible assets and goodwill (impairment testing) At the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the statement of comprehensive income. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. 44 MNF Group Limited Notes to the consolidated financial statements Recognition and measurement: Goodwill Brands Research and development Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. Goodwill Assets are not subject to amortisation and are tested for impairment on an annual basis, or whenever an indication of impairment exists. Brands identified on acquisitions are measured and recorded at valuation less accumulated impairment losses. Brands are not subject to amortisation and are tested for impairment on an annual basis, or whenever an indication of impairment exists. Expenditure on research is recognised in profit or loss as incurred. Development expenditure is capitalised only if the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Otherwise, it is recognised in profit or loss as incurred. Subsequent to initial recognition, development expenditure is measured at cost less accumulated amortisation and any accumulated impairment losses. Other intangible assets Other intangible assets, including customer contracts, patents and trademarks and software acquired by the Group that have finite lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Amortisation Amortisation is calculated to write off the cost of intangible assets less their residual values using the straight-line method over their estimated useful life, and is generally recognised in profit or loss. Goodwill is not amortised. The estimate useful life of intangibles is as follows: • • • Patents and trademarks 5 to 20 years Software and Software development costs 5 to 10 years Customer relationships 3 to 5 years Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate. q. Trade and other payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Group during the reporting period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days of recognition of the liability. r. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, for which it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Comprehensive Income net of any reimbursement. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the Statement of Financial Position date. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the time value of money and the risks specific to the liability. s. Employee leave benefits Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wages increases and the probability that the employee may satisfy vesting requirements. Those cash outflows are discounted using market yields on national government bonds with terms to maturity that match the expected timing of cash flows. www.mnfgroup.limited 45 MNF Group Limited Notes to the consolidated financial statements t. Contributed capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. u. Earnings per share Basic earnings per share is determined as net profit/(loss) attributable to members of the group, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares. Diluted earnings per share include options outstanding that will have the potential to convert to ordinary shares and dilute the basic earnings per share. v. De-recognition of financial assets and financial liabilities Financial assets are de-recognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are de-recognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss. w. Share-based payment transactions The Group provides benefits to its employees and Directors (including key management personnel) in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions). The cost of these equity-settled transactions with employees and Directors is measured by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black-Scholes model. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled (the vesting period), ending on the date on which the relevant employees and Directors become fully entitled to the award (the vesting date). At each subsequent reporting date until vesting, the cumulative charge to the consolidated statement of profit or loss and other comprehensive income is the product of: (i) the grant date fair value of the award; (ii) the current best estimate of the number of awards that will vest, taking into account such factors as the likelihood of employee turnover during the vesting period and the likelihood of non-market performance conditions being met; and (iii) the expired portion of the vesting period. The charge to the consolidated statement of profit or loss and other comprehensive income for the period is the cumulative amount as calculated above less the amounts already charged in previous periods. There is a corresponding credit to equity. 46 MNF Group Limited Notes to the consolidated financial statements 3. Segment note Operating Segments The Group operates in three core segments. Australian Domestic Retail • The core My Net Fone brand, services residential, SMB (small to medium business), Enterprise and Government customers in Australia. Conference Call International Pty Limited (CCI), is included in this segment. • • Other brands in this segment include, Connexus, callstream, PennyTel and theBuzz. • Key products in this segment include: O VoIP, Data, Virtual PBX and SIP trunking O Conferencing, toll free numbers and number porting Australia/New Zealand Domestic Wholesale • • The core Symbio and iBoss brands services wholesale customers based in Australia and New Zealand. Key products in this segment include: O Call termination, pre-select, SIP trunking, inbound numbers, virtual numbers and porting O Wholesale aggregation, data enablement and MVNO Global Wholesale • • • The TNZI Brand services the global wholesale market TollShield and OCA (Open CA) also operate under the Global Wholesale segment Key products include: O Voice carriage and International toll free services (ITFS) O Toll Fraud prevention O Class 4 Softswitch and billing The Group has identified its operating segments based on internal management reporting that is used by the executive management team (chief operating decision makers) in assessing the performance and allocating resources. The accounting policies used by the Group in reporting segment information internally, is the same as those contained in note 2 to the financial statements. Australia Domestic Retail Australia/New Zealand Domestic Wholesale Global Wholesale Total $000 $000 $000 $000 32,213 - 32,213 18,882 28,917 - 28,917 15,078 27,133 4,737 31,870 15,431 23,445 6,582 30,027 12,479 132,406 1,754 134,160 24,300 108,855 1,420 110,275 21,084 191,752 6,491 198,243 58,613 161,217 8,002 169,219 48,641 2017 External revenue Inter-segment revenue Segment revenue Segment margin 2016 External revenue Inter-segment revenue Segment revenue Segment margin www.mnfgroup.limited 47  2017 $000 2016 $000 191,752 161,217 1,350 249 22,533 1,845 293 1,357 26,028 3,305 1,778 5,083 1,641 1,460 2,416 363 563 169 422 3,020 10,054 956 834 1,790 18,527 1,295 - 1,401 21,223 3,244 1,465 4,709 1,401 1,068 2,248 307 358 544 379 3,567 9,872 107 954 1,061 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 4. Revenue and expenses a. Revenue Rendering of services Finance revenue consists of: Interest on bank deposits b. Employee benefits expense Wages and salaries Superannuation Shared based payments expense Other employee benefits expense c. Depreciation and amortisation Depreciation of fixed assets Amortisation of intangible assets d. Other expenses Marketing Property Technology and support Distribution Accounting and audit Legal and consulting Bank and transaction costs Other administrative expenses e. Financing costs Finance charges related to hedge instrument Finance charges payable on bank loan 48 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 2017 $000 2016 $000 5. Income tax a. Income tax expense The major components of income tax expense are as follows: Current tax Adjustment in respect of prior year tax Origination and reversal of temporary differences Total 4,716 (139) (133) 4,444 2,951 34 (150) 2,835 b. Reconciliation between tax expense and the accounting profit Profit before income tax 16,510 11,825 At the Group’s statutory rate of 30% (2016: 30%) 4,953 3,548 Tax incentives Effect of tax rates in foreign jurisdictions Non-temporary differences Adjustment in respect of prior year Total Effective income tax rate c. Deferred tax asset Recognised in the accounts: Relating to temporary differences (247) (68) (28) (166) 4,444 27% 958 958 The total value of temporary differences not brought to account in the current year is $Nil (2016: $118k) d. Deferred tax liability Recognised in the accounts: Relating to temporary differences 1,420 1,420 (250) (64) (433) 34 2,835 24% 735 735 - - A deferred tax liability of $1.35m arose on acquisition of Conference Call International Pty Limited (note 23) e. The Company and its wholly-owned Australian entities are members of a tax consolidated group. Transactions within the Group have been eliminated in full on consolidation. The Australian tax consolidated Group is treated as a single entity for income tax purposes. www.mnfgroup.limited 49 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 6. Statement of cash flows reconciliation a. Cash and cash equivalents 2017 $000 2016 $000 Cash and cash equivalents balance comprises: Cash at bank 52,358 52,889 b. Reconciliation of net profit after tax to net cash flows from operating activities: Profit for the year Adjustments for: Depreciation and amortisation Share based payments expense Tax expense Changes in assets and liabilities, net of the effects of acquisitions: Change in trade and other receivables Change in inventories Change in trade and other payables Change in other financial assets Change in deferred revenue Change in provisions and employee benefits Cash generated from operating activities 12,066 8,990 5,083 293 4,444 (207) (365) (2,914) (2,164) (57) 214 16,393 4,709 - 2,835 625 (118) 39,166 - (174) 206 56,239 Tax paid (3,016) (4,415) Net cash flow from operating activities 13,377 51,824 7. Trade and other receivables Trade receivables Doubtful debts provision Provision for credit notes Other receivables 28,602 (1,008) - 2,527 30,121 28,307 (1,001) (300) 2,061 29,067 The majority of receivables are in the form of contracted agreements with customers. In general, the terms and conditions of these contracts require settlement between 14 to 30 days from the date of invoice. Estimating allowance for doubtful debts We apply professional judgement to estimate the allowance for doubtful debts for our trade receivables. Our assessment is based on historical trends and management’s assessment of general economic conditions. We consider credit risk, insolvency risk and incapacity to pay a legally recoverable debt. 50 MNF Group Limited Notes to the consolidated financial statements 8. Property, plant and equipment a. Reconciliation of carrying amount Office furniture & equipment Leasehold improve- ments Network infrastructure & equipment Work in progress Total $000 $000 $000 $000 $000 Consolidated Cost: At 1 July 2015 Acquisitions Additions Disposals Transfers from work in progress Reclassify asset category Effect of movement in exchange rates At 30 June 2016 At 1 July 2016 Acquisitions Additions Disposals Transfers from work in progress Reclassify asset category Effect of movement in exchange rates At 30 June 2017 Accumulated depreciation: At 1 July 2015 Acquisitions Depreciation expense Disposals Reclassify asset category Effect of movement in exchange rates At 30 June 2016 At 1 July 2016 Acquisitions Depreciation expense Disposals Reclassify asset category Effect of movement in exchange rate At 30 June 2017 1,650 - 1,171 (389) - - (9) 2,423 2,423 - 1,024 - 86 (329) (8) 3,196 (1,183) - (316) 389 - 8 (1,102) (1,102) - (447) - 22 3 (1,524) 287 - 502 - - - - 789 789 - 453 - - 329 (12) 1,559 (89) - (465) - - - (554) (554) - (295) - (22) 2 (869) 20,457 974 4,633 (3,327) - - (617) 22,120 22,120 1,344 4,925 (3,008) - - (505) 24,876 (13,325) - (2,463) 3,327 - 710 (11,751) (11,751) (1,043) (2,563) 3,008 - 375 (11,974) - - 86 - - - - 86 86 - 3,399 - (86) - - 3,399 - - - - - - - - - - - - - - 22,394 974 6,392 (3,716) - - (626) 25,418 25,418 1,344 9,801 (3,008) - - (525) 33,030 (14,597) - (3,244) 3,716 - 718 (13,407) (13,407) (1,043) (3,305) 3,008 - 380 (14,367) Net book value: At 30 June 2016 At 30 June 2017 1,321 1,672 235 690 10,369 12,902 86 3,399 12,011 18,663 b. Disposals Asset disposals relate to equipment that is fully written down to net book value $Nil and is no longer in use. There was no impact to the profit or loss account in relation to these disposals. www.mnfgroup.limited 51 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 9. Trade and other payables Trade payables Other creditors and accruals Security deposits held 10. Loans and borrowings Current liabilities: Secured bank loan Non-current liabilities: Secured bank loan 2017 $000 46,038 17,088 55 63,181 2016 $000 52,608 13,895 47 66,550 2,500 2,500 8,690 11,190 11,190 13,690 The Group’s bank facility (the “Facility”) consists of a $27,000,000 revolving acquisition facility and a $2,100,000 (2016: $850,000) revolving multi-option credit facility. The Facility has a maturity date of 20 April 2020. $1,510,000 of the revolving multi-option credit facility has been utilised to back bank guarantees relating to property leases and supplier security. The Facility is secured by a fixed and floating charge over the assets of the Group and is interest bearing. During the year there were no defaults or breaches on the Facility. 52 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 11. Financial instruments Current liabilities: Forward foreign exchange contract - fair value hedge Non-current liabilities: Interest rate swap contract - cash flow hedge 2017 $000 592 140 732 2016 $000 2,812 282 3,094 Interest rate swap contract - cash flow hedge The Group’s bank facility is a variable interest rate facility. It is the Group’s policy to protect a portion of the bank facility from exposure to fluctuations in interest rates. Accordingly on 23 April 2016 the Group entered into an interest rate swap agreement to protect the loan facility from exposure to increasing interest rates. A hedge relationship was designated on this date. Under this interest rate swap, the Group is obliged to receive interest at a variable rate and pay interest at a fixed rate of 2.64% per annum. The swap covers 95.5% (2016: 87%) of the floating rate exposure under the Facility. The contract requires settlement of the net interest receivable or payable each 90 days which coincides with the dates on which interest is payable on the underlying facility making it highly effective. The gain or loss from remeasuring the hedging instrument at fair value is recognised in other comprehensive income and deferred in equity in the hedge reserve. It is reclassified into profit or loss when the hedged interest expense is recognised. Forward foreign exchange contract - fair value hedge There are significant creditor balances derived in foreign currencies, including Euro, Japanese Yen, Pound Sterling, and U.S. Dollar. These exposures on creditor balances are largely offset by debtor balances in corresponding currencies. Where this is not the case it is the Group’s policy to protect these liabilities from exposure to fluctuations in foreign exchange rates. Accordingly, the Group has entered into a forward foreign exchange contract to protect the exposed creditor balances from increasing foreign exchange rates. A hedge relationship has been designated. During the year ended 30 June 2017 the Group recognised a $592k (2016: 2,368k) foreign exchange loss on the fair value hedge and a $577k (2016: $2,102k) gain on the hedged items. There has been no material ineffectiveness on the fair value hedge relationship during the year. Foreign exchange hedge effectiveness Foreign exchange movement Foreign currency term deposits Foreign currency liabilities Gain in foreign currency valuations Fair value of hedging contract Loss in valuation of hedge Hedge effectiveness 2017 $000 1,012 (435) 577 (592) (592) 97% 2016 $000 1,969 133 2,102 (2,368) (2,368) 89% www.mnfgroup.limited 53 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 12. Deferred revenue Pre-paid accounts 2017 $000 2016 $000 1,611 1,668 Deferred revenue mostly relates to cash received in advance from customers with respect to pre-paid VoIP accounts. The balance represents the unused call credits as at balance date. 13. Provisions As at 1 July 2016 Arising during the year Acquired during the year Utilised during the year As at 30 June 2017 Current Non-current Annual leave Long service leave $000 $000 1,300 1,682 71 (1,570) 1,483 1,483 - 734 102 118 (33) 921 - 921 Total $000 2,034 1,784 189 (1,603) 2,404 1,483 921 A provision has been recognised for employee entitlements relating to long service leave. In calculating the present value of future cash flows in respect of long service leave, the probability of long service leave being taken is based on historical data. The measurement and recognition criteria relating to employee benefits have been included in Note 2. 54 MNF Group Limited Notes to the consolidated financial statements For the year ended 30 June 14. Issued capital a. Ordinary shares Issued capital 2017 $000 2016 $000 49,000 26,440 Movements in ordinary shares on issue: 2017 2016 Number of shares $000 Number of shares $000 At 1 July Exercise of share options (i) Exercise of share options (ii) Exercise of share options (iii) Issued for cash (iv) Issued for cash (v) Issued from DRP participation (vi) Issued from SPP participation (vii) At 30 June 67,454,337 26,440 62,710,215 - 325,000 30,000 - 4,133,333 168,753 666,841 72,778,264 - 960 - - 17,949 703 2,948 49,000 10,000 535,000 - 9,932 15 1,592 - 4,054,054 14,449 - 145,068 - 67,454,337 - 452 - 26,440 (i) Options exercised with an exercise price of $1.70 (ii) Options exercised with an exercise price of $3.00 (iii) Options were exercised with an exercise price of $Nil (iv) Shares issued at a price of $3.70 (v) Shares issued at a price of $4.50 (vi) Shares issued as a result of participation in the MNF Group dividend reinvestment plan (at an issue price of $4.00 and $4.51, 2016: $3.17 and $3.11). (vii) Shares issued as a result of participation in the MNF Group Share Purchase Plan at a price of $4.50 Share capital movements above are presented net of transaction costs. Ordinary shares have the right to receive dividends as declared and in the event of winding up the company, to participate in the proceeds from the sale of all surplus assets in proportion to the number of and amounts paid up on shares held. Ordinary shares entitle their holder to one vote, either in person or by proxy, at a meeting of the company. b. Share options 2017 2016 Movements in share options on issue: Number WAEP $ Number WAEP $ Outstanding at 1 July Granted during the year Granted during the year Exercised during the year Exercised during the year Expired during the year Outstanding at 30 June Exercisable 355,000 620,000 300,000 (30,000) (325,000) (30,000) 890,000 890,000 3.00 7.15 - - 3.00 3.00 4.98 4.98 910,000 - - (10,000) (535,000) (10,000) 355,000 355,000 2.97 - - 1.70 3.00 1.70 3.00 3.00 The outstanding options balance as at 30 June 2017, issued under the share based payment option scheme to directors and executives is represented by 620,000 options with an exercise price of $7.15 each and an expiry date of 30 June 2021. Three tranches of options at 90,000 each were issued to employees with an exercise price of $Nil and expiry dates of 30 June 2018, 30 June 2019 and 30 June 2020 respectively. www.mnfgroup.limited 55 MNF Group Limited Notes to the consolidated financial statements 15. Share based payments Outstanding options as at year end: Employee option plan Option granted to directors Total a. Employee option plan (EOP) 2017 2016 Number Number 440,000 450,000 890,000 355,000 - 355,000 The Board may issue options under the EOP to any employee of the Group, including executive directors and non- executive directors. Options will be issued free of charge, unless the Board determines otherwise. Each option is to subscribe for one share and when issued, the shares will rank equally with other shares. Unless the terms on which an option was offered specify otherwise, an option may be exercised at any time after one year from the date it is granted, provided the employee is still employed by the company. An option may also be exercised in special circumstances, that is, at any time within 6 months after the employee’s death, total and permanent disablement, or retrenchment. An option lapses upon the termination of the employee’s employment by the company and, unless the terms of the offer of the option specify otherwise, lapses three years after the date upon which it was granted. The maximum number of options on issue under the EOP must not at any time exceed 5% of the total number of shares on issue at that time. b. Share options granted to directors 450,000 options were granted to directors during the year. The following table illustrates the number and weighted average exercise prices (WAEP) of and movements of share options held by directors during the year: 2017 2016 Number WAEP $ Number WAEP $ Outstanding at 1 July Granted during the year Exercised during the year Outstanding as at 30 June - 450,000 - 450,000 - 7.15 - 7.15 450,000 - 450,000 - 3.00 - 3.00 - 56 MNF Group Limited Notes to the consolidated financial statements 16. Commitments and contingencies Operating lease commitments Operating leases relate to premises with lease terms remaining between one and eight years. The consolidated entity does not have an option to purchase the leased assets at the expiry of the lease terms. The operating leases generally contain escalation clauses, which are fixed increases between three and four percent per annum. Future minimum lease payments under non-cancellable operating leases not recorded in the financial statements as at 30 June 2017 are as follows: Within one year After one year, not more than five years More than five years Commitments 2017 $000 1,169 10,056 6,944 18,169 2016 $000 1,105 4,195 230 5,530 At 30 June 2017, the Group had commitments of $2.3m (2016: $Nil) relating to the fit-out of leasehold properties in Sydney and Melbourne. Guarantees As at 30 June 2017 MNF Group Limited has issued a guarantee to Telstra Corporation Limited. This guarantee covers all primary obligations including any debts of its wholly owned subsidiaries. It does not impose any greater liability of MNF Group than is already in place for the subsidiaries collectively. 17. Events after reporting date Dividends The dividend as recommended by the Board will be paid subsequent to the balance date. 18. Auditors remuneration The Auditor of the Group is MNSA Pty Ltd Chartered Accountants. Auditors of the company: Amounts received or due and receivable by MNSA Pty Ltd Chartered Accountants for: Audit and review of the annual report of the entity Non-audit services Other Auditors: Audit and review of financial statements 2017 $000 2016 $000 272 - 91 363 255 - 57 312 www.mnfgroup.limited 57 MNF Group Limited Notes to the consolidated financial statements 19. Director and executive disclosures a. Details of Key Management Personnel (KMP) Mr Terry Cuthbertson Mr Michael Boorne Mr Andy Fung Mr Rene Sugo Mr Matthew Gepp Ms Catherine Ly Chairman and Non-executive Director Non-executive Director Non-executive Director Director & Chief Executive Officer Chief Financial Officer Company Secretary b. Compensation of Key Management Personnel The Group has applied the exemption under Corporations Amendments Regulation 2006 No 4 which exempts listed companies from providing remuneration disclosures in relation to their key management personnel in their annual financial reports as required by Accounting Standard AASB 124 Related Party Disclosures. These disclosures are provided in the Directors’ Report designated as audited. c. Shareholdings of Key Management Personnel Directors: Mr Terry Cuthbertson Mr Michael Boorne Mr Andy Fung Mr Rene Sugo Executives: Mr Matthew Gepp Ms Catherine Ly Year 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Balance at the beginning of period Traded during the year Options exercised 920,000 1,000,000 705,067 682,500 13,969,216 14,448,955 13,160,576 13,488,955 - 50,000 282,665 260,000 906 (180,000) 22,947 (77,433) 56,773 (579,739) 17,508 (478,379) - (50,000) 5,761 2,665 - 100,000 - 100,000 - 100,000 - 150,000 52,000 - 500 20,000 The above shareholdings are held directly and indirectly through controlled entities. d. Share options of Key Management Personnel Year 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 Balance at the beginning of period Granted Options exercised - 100,000 - 100,000 - 100,000 - 150,000 50,000 50,000 - 20,000 100,000 - 100,000 - 100,000 - 150,000 - 70,000 - 25,000 - - (100,000) - (100,000) - (100,000) - (150,000) (52,000) - (500) (20,000) Directors: Mr Terry Cuthbertson Mr Michael Boorne Mr Andy Fung Mr Rene Sugo Executives: Mr Matthew Gepp Ms Catherine Ly 58 Balance at end of period 920,906 920,000 728,014 705,067 14,025,989 13,969,216 13,178,084 13,160,576 52,000 - 288,926 282,665 Balance at end of period 100,000 - 100,000 - 100,000 - 150,000 - 68,000 50,000 24,500 - MNF Group Limited Notes to the consolidated financial statements 20. Controlled entities The consolidated financial statements include the financial statements of MNF Group Limited and the subsidiaries listed in the following table: Name My Net Fone Australia Pty Limited Symbio Networks Pty Limited Symbio Wholesale Pty Limited Internex Australia Pty Limited Pennytel Australia Pty Limited Mobile Enablement Australia Pty Limited (i) Symbio Wholesale (Singapore) Pte Limited TNZI International Pty Limited (ii) TNZI USA LLC TNZI New Zealand Limited TNZI Australia Pty Limited TNZI UK Limited TNZI Singapore Pte Limited Symbio Wholesale NZ Pty Limited Conference Call International Pty Limited (iii) Express Virtual Meetings Pty Limited (iii) Eureka Teleconferencing Pty Limited (iii) Conference Call Asia Pty Limited (iii) Ozlink Conferencing Pty Limited (iii) Country of Incorporation Australia Australia Australia Australia Australia Australia Singapore Australia USA New Zealand Australia United Kingdom Singapore New Zealand Australia Australia Australia Australia Australia Ownership interest 2017 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 2016 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - - - - - (i) On 13 September 2016, Numbering Services Australia Pty Limited changed its name to Mobile Enablement Australia Pty Limited. (ii) On 21 July 2016, Symbio Wholesale International Pty Limited changed its name to TNZI International Pty Limited (iii) On 9 February 2017, MNF Group completed the acquisition of Conference Call International Pty Limited (CCI) and its subsidiaries. www.mnfgroup.limited 59 MNF Group Limited Notes to the consolidated financial statements 21. Goodwill and other intangibles Consolidated Cost Goodwill Brands Customer contracts Software develop- ment costs Software and other assets# Total $000 $000 $000 $000 $000 $000 Balance at 1 July 2015 14,617 1,811 1,377 817 11,195 29,817 Adjustment to fair value from provisional accounts (TNZI) Additions 2,710 - 12 - 56 - - 150 31 - 2,809 150 Balance at 1 July 2016 17,327 1,823 1,433 967 11,226 32,776 Additions Acquisition of CCI (note 23) - 13,462 - 3,000 - 1,500 462 - - 250 462 18,212 Balance at 30 June 2017 30,789 4,823 2,933 1,429 11,476 51,450 Accumulated Amortisation Balance at 1 July 2015 Amortisation Balance at 1 July 2016 Amortisation Balance at 30 June 2017 Net Book Value At 30 June 2016 At 30 June 2017 - - - - - - - - - - (69) (290) (359) - - - (440) (1,175) (1,615) (509) (1,465) (1,974) (412) (192) (1,175) (1,779) (771) (192) (2,790) (3,753) 17,327 30,789 1,823 4,823 1,074 2,162 967 1,237 9,611 8,686 30,802 47,697 # Acquired externally or purchased as part of a business combination. 60 MNF Group Limited Notes to the consolidated financial statements 22. Impairment testing For the purpose of undertaking impairment testing, MNF Group Limited identifies cash generating units (CGUs). CGUs are determined according to the smallest group of assets that generates cash flows that are separately identifiable. The carrying amount of goodwill broken out into CGUs is detailed below: Goodwill CGUs Wholesale Retail International 30 June 2017 30 June 2016 $000 6,086 19,327 5,376 30,789 $000 6,086 5,865 5,376 17,327 Goodwill assets are not subject to amortisation and are tested for impairment on an annual basis, or whenever an indication of impairment exists. The recoverable amount of the cash generating units has been determined based on value-in-use calculations using cash flow projections based on five year financial forecasts and assumptions that represent management’s best estimate of the range of business and economic conditions at the time. Calculations are reviewed and approved by the Board of Directors. Value-in-use represents the present value of the future net cash flow arising from the assets continued use and subsequent disposal. Any reduction in the carrying value is recognised as an expense in the consolidated statement of profit or loss and other comprehensive income in the reporting period in which the impairment loss occurs. In determining value in use, management applies its best judgement in establishing forecasts of future operating performance, as well as a selection of growth rates, terminal rates and discount rates. These judgements are applied based on management’s understanding of historical information and expectation of future performance. Management considers that, as the wholesale, retail and data CGUs operate in the Telecommunications Industry in Australia servicing the same markets, the risks specific to each unit are comparable and therefore a discount rate of 9.8% (2016: 9.6%) is applicable to all domestic CGUs. The long-term growth rate used to extrapolate the cash flows beyond five years (the Terminal Value) for each CGU is 2.5% (2016: 2.5%). The International CGU has been assessed using a discount rate of 14.0% (2016: 14.0%) and a Terminal Value of 2.0% (2016: 2.0%) Based on the results of the tests undertaken no impairment losses were recognised in relation to goodwill. www.mnfgroup.limited 61 MNF Group Limited Notes to the consolidated financial statements 23. Business combinations Conference Call International Pty Limited (CCI) On 1 February 2017 MNF Group Limited announced the purchase of Conference Call International Pty Limited (CCI) for $18.0m. The acquisition completed on 9 February 2017. CCI is the largest independent conferencing and collaboration provider in Australia. Goodwill arising from the acquisition has been recognised as follows: Purchase consideration paid Less working capital adjustment Less cash acquired Net cash paid for CCI Less fair value of identifiable net assets Goodwill Identifiable net asset acquired: Trade receivables Doubtful debts provision Other debtors Deferred tax asset Fixed assets Accumulated depreciation Customer contracts Brand names Software Trade and other payables Deferred tax liability Income tax payable Provisions Provisional fair value of identifiable net assets 2017 Consolidated provisional $000 18,000 (437) (577) 16,986 (3,524) 13,462 637 (23) 92 76 1,344 (1,043) 1,500 3,000 250 (517) (1,350) (227) (215) 3,524 The fair value of CCI’s intangible assets (brand name, customer bases and software assets) is in the process of being independently valued, the provisional accounting above includes numbers based on management estimates and will be revised should the formal valuation of these assets be materially different. If new information obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised. 62 MNF Group Limited Notes to the consolidated financial statements 24. Earnings per share Earnings and weighted average number of ordinary shares used in calculating basic and diluted earnings per share are: Net profit attributable to ordinary equity holders of the Company 2017 $000 12,066 2016 $000 8,990 Weighted average number of shares: Number Number Weighted average number of ordinary shares for basic earnings per share Add effect of dilution: - Share options Weighted average number of ordinary shares for diluted earnings per share 000 69,683 890 70,573 000 66,851 355 67,206 25. Dividends paid and proposed Cents per share $000 Date of payment Recognised amounts: 2016 fully franked final dividend declared and paid 2017 fully franked interim dividend declared and paid 3.50 3.75 2,372 2,727 29 September 2016 30 March 2017 Unrecognised amounts: 2017 fully franked final dividend declared (i) 4.50 3,275 28 September 2017 (i) The final dividend was declared on 15 August 2017. The amount has not been recognised as a liability in the 2017 financial year and will be brought to account in the 2018 financial year. The proposed payment date of the 2017 final dividend is 28 September 2017. The amount of franking credits available for future reporting periods is $5,092,271 (2016: $4,207,757). The tax rate at which paid dividends have been franked is 30% (2016: 30%). Dividends proposed will be franked at the rate of 30%. www.mnfgroup.limited 63 MNF Group Limited Notes to the consolidated financial statements 26. Parent entity Key financial information relating to the parent entity is summarised below: Statement of profit or loss and other comprehensive income Profit/(loss) attributable to the owners of the company Other comprehensive income Total comprehensive income/(loss) attributable to the owners of the company Statement of financial position Total current assets Total non-current assets Total current liabilities Total non-current liabilities Net assets Issued Capital Reserves Retained earnings Total equity 2017 $000 (128) (142) (270) 3,330 61,697 (5,488) (8,432) 51,107 53,815 1,506 (4,214) 51,107 2016 $000 23,120 259 23,379 6,582 44,485 (374) (13,951) 36,742 31,255 1,071 4,416 36,742 27. Financial risk management objectives and policies The Group’s principal financial instruments as at year end comprise cash at bank, trade and other receivables, trade payables, forward foreign exchange contract and a loan facility. The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, liquidity risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below: Foreign currency risk: The Group is exposed to foreign exchange risks arising from various currency exposures, primarily with respect to the United States Dollar (USD) and the New Zealand Dollar (NZD). Much of the USD exposure is subject to a natural hedge, as the buy and sell side of most foreign currency transactions are in USD. Any unhedged foreign exchange positions associated with our transactional exposures will directly affect profit or loss as a result of foreign currency movements. The Group’s objective is to manage its foreign exchange risk against its functional currency and to hedge firm commitments and highly probable and material forecast transactions over varying time horizons using forward exchange contracts. All contracts have been entered into with major creditworthy financial institutions. Sensitivity to foreign currency movements: A movement of 10% in the Australian dollar at 30 June 2017 would impact the profit or loss by less than $250k (30 June 2016: $400k). This analysis assumes a movement in the Australian dollar across all currencies and only includes the effect of foreign exchange movements on monetary financial instruments. Interest rate risk: The Group’s interest rate exposure relates to short term cash and long-term loans, both are subject to the floating interest rate. The Group’s objective is to minimise the cost of net borrowings and to minimise the impact of interest rate movements on the Group’s interest expense and net earnings. The Group policy is to maintain at least 50% of its long term loan at fixed rates using interest rate swaps whereby the Group agree to exchange at defined periods the net difference between fixed and floating interest rates based on an agreed notional principal amount. This interest rate swap is designated into a hedge relationship and satisfies the requirements for hedge accounting. 64 MNF Group Limited Notes to the consolidated financial statements Liquidity risk: Liquidity risk represents the Group’s ability to meet its contractual obligations as they fall due. The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of current accounts, short term deposits, long-term borrowings, preference shares, finance leases and a revolving multi-option credit facility. The Group has access to a sufficient variety of sources of funding to adequately mitigate liquidity risks. Credit risk: The company has no significant exposure to credit risk. For credit sales the Group only trades with recognised creditworthy third parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Ageing analysis and ongoing credit evaluation are performed on the financial condition of our customers and, where appropriate, an allowance for doubtful debts is raised. In addition, receivable balances are monitored on an ongoing basis so that our exposure to bad debts is not significant. Set out below is a comparison by category of carrying amounts and fair values of all of the Group’s financial instruments recognised in the financial statements. 2017 2016 Carrying amount $000 Fair value $000 Carrying amount $000 Fair value $000 16,905 16,905 11,259 11,259 35,453 35,453 41,630 41,630 Financial assets Cash Weighted average effective interest rate 0.1% (2016: 0.1%) Cash at call Weighted average effective interest rate 2.6% (2016: 3.2%) Trade and other receivables 30,121 30,121 29,067 29,067 Financial liabilities On statement of financial position Trade payables Loans and borrowings Weighted average effective interest rate 4.80% (2016: 4.87 %) Forward foreign exchange contract - fair value hedge Interest rate swap contract - cash flow hedge 63,181 11,190 592 140 63,181 11,190 66,550 13,690 66,550 13,690 592 140 2,812 282 2,812 282 28. Company details The registered office and principal place of business of MNF Group Limited is: Level 3, 580 George Street, Sydney, NSW, 2000, Australia www.mnfgroup.limited 65 MNF Group Limited Directors’ Declaration In accordance with a resolution of the directors of MNF Group Limited, the directors of the company declare that: 1. The financial statements and notes, as set out on pages 32 to 65, are in accordance with the Corporations Act 2001 and: a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 2 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS); and b. give a true and fair view of the financial position as at 30 June 2017 and of the performance for the year ended on that date of the consolidated group; in the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable; and the directors have been given the declarations required by s295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer. 2. 3. On behalf of the Board Terry Cuthbertson Chairman Rene Sugo Director Sydney, 15 August 2017 66 MNSA Pty Ltd ABN 59 133 605 400 67 MNSA Pty Ltd ABN 59 133 605 400 68 27 30 MNSA Pty Ltd ABN 59 133 605 400 69 MNSA Pty Ltd ABN 59 133 605 400 70 MNSA Pty Ltd ABN 59 133 605 400 71 MNSA Pty Ltd ABN 59 133 605 400 72 27 30 MNSA Pty Ltd ABN 59 133 605 400 73 ASX Additional Information MNF Group Limited ASX Additional Information Additional information required by the ASX Ltd and not shown elsewhere in this report is as follows. The information is current as at 01 August 2017. (a) Distribution of equity securities (i) Ordinary share capital 72,778,264 fully paid ordinary shares are held by 3,186 individual shareholders. All issued ordinary shares carry one vote per share and carry the rights to dividends. (ii) Options 890,000 unlisted options are held by 58 individual option holders. Options do not carry a right to vote. The numbers of shareholders, by size of holding, in each class are: Fully paid ordinary shares 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over The number of security investors holding less than a marketable parcel of ordinary shares is 108. (b) Substantial shareholders Fully paid Ordinary shareholders Mr Andy Fung and related parties Mr Rene Sugo and related parties NAOS Asset Management Limited Milford Funds Ltd Number 14,025,989 13,178,084 4,348,529 3,686,525 1,000 1,217 423 510 36 3,186 Percentage 19.28 18.11 5.98 5.07 www.mnfgroup.limited 75 MNF Group Limited ASX Additional Information (c) Twenty largest holders of quoted equity securities Fully paid Number Percentage Mr Andy Kan Kam Fung & Ms My Van Monique Ly Avondale Innovations Pty Ltd National Nominees Limited AET SFS Pty Ltd Citicorp Nominees Pty Ltd BNP Paribas Noms Pty Ltd L & C Pty Ltd HSBC Custody Nominees (Australia) Limited RACS SMSF Pty Ltd Kore Management Services Pty Ltd Sandhurst Trustees Ltd Boorne Gregg Investments Pty Ltd Boorne Superannuation Fund Pty Ltd JP Morgan Nominees Australia Limited G & E Properties Pty Ltd Lee Superfund Management Pty Ltd Mr Michael John Boorne Earglow Pty Ltd Ms Catherine Ly Mr Christopher John Ayres (d) On-market buy back There is currently no on-market buy back. 13,817,635 12,138,955 6,717,328 3,333,456 3,077,496 2,910,494 1,834,117 1,678,524 1,039,129 920,906 906,311 875,906 805,906 765,600 529,247 430,000 364,608 350,000 288,926 280,000 53,064,544 18.99 16.68 9.23 4.58 4.23 4.00 2.52 2.31 1.43 1.27 1.25 1.20 1.11 1.05 0.73 0.59 0.50 0.48 0.40 0.38 72.91 76 Corporate Information Directors Terry Cuthbertson (Chairman) Michael Boorne Andy Fung Rene Sugo (CEO) Company Secretary Catherine Ly Chief Financial Officer Matthew Gepp Registered Office Level 3, 580 George Street Sydney NSW 2000 Australia Principal Place of Business Level 3, 580 George Street Sydney NSW 2000 Australia Phone: 61 2 8008 8000 Share Register Link Market Services Limited Level 12, 680 George Street Sydney NSW 2000 Australia Phone: 61 2 8280 7100 This annual report covers both MNF Group Limited as an individual entity and the consolidated group comprising MNF Group Limited and its subsidiaries. The Group’s functional and presentation currency is AUD (s). The company is listed on the Australian Securities Exchange under the code MNF. The Annual General Meeting of MNF Group Limited will be held at Level 4, 580 George Street, Sydney at 16:30 on 14 November 2017. Bankers Westpac Banking Corporation Westpac Place Sydney NSW 2000 Australia Auditors MNSA Pty Ltd Chartered Accountants Level 2, 333 George Street Sydney NSW 2000 Australia Annual Report Copies of the 2017 Annual Report with the Financial Statements can be downloaded from: www.mnfgroup.limited/investors/annual-reports www.mnfgroup.limited 77 MNF Group Limited Annual Report 2017 

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