Over the Wire Holdings Limited
Annual Report 2020

Plain-text annual report

Over the Wire ANNUAL REPORT 2020 Over the Wire Holdings Limited ACN 151 872 730 Over the Wire ANNUAL REPORT 2020 Over the Wire Holdings Limited ACN 151 872 730 Share Register Auditor Solicitors GENERAL This Annual Report is dated 1 October 2020. Currency Monetary amounts shown in this Annual Report are expressed in Australian dollars unless otherwise stated. Photographs and diagrams Photographs used in this report without descriptions are only for illustration. Diagrams used in this report may not be drawn to scale. The assets depicted in photographs in this report are not assets of the Company unless otherwise stated. 3 ANNUAL REPORT 2020TABLE OF CONTENTS Chairman's Letter Business Overview General Information Corporate Directory Directors’ Report Remuneration Report Auditor’s Independence Declaration Corporate Governance Statement Financial Statements Notes to the Financial Statements Directors’ Declaration Independent Auditor’s Report Contact Details 5 6 11 12 13 22 28 30 40 45 91 93 100 4 ANNUAL REPORT 2020CHAIRMAN'S LETTER On behalf of the Board of Over the Wire Holdings Limited, it is with great pleasure that we present to you the annual report for the 2020 financial year. Highlights of the year • Revenue increased by 10% to $87.6m • Recuring revenue growth of 14% • EBITDA of $17.4m • Achieved customer retention of 98.5% We would attribute the year’s results to effectively managing our cashflows and supporting our customers through the COVID-19 restrictions. Our overall growth of 10% is especially pleasing during these challenging market conditions. The integration of the businesses that we have acquired have progressed well with the Access Digital and Comlinx businesses now fully integrated. We would like to thank all of our staff for achieving another great result for our company. Throughout the COVID-19 restrictions our team has shown commendable focus and resilience. We would also like to thank our clients for their continued support, and we maintain our commitment to you of being the telecommunications provider that does focus on providing exceptional service. Finally, we thank all shareholders for your continued and loyal support. We look forward to another successful and rewarding year ahead. John Puttick Chairman 5 ANNUAL REPORT 2020 BUSINESS OVERVIEW Our purpose is to simplify technology to empower business. Simplify We love the challenge of turning our complex environment into solutions for our customers. We are the trusted advisors that make sense, remove barriers, and reduce confusion. We make it our business to understand our customers and their problems. We take tech problems out of the way so our customers can get on with what they do best. Technology Every day we are creating the future. We are known for our expertise in using all kinds of technology to empower our customers. Our proactive focus on tech solutions informs our approach; agile and adaptable, product-agnostic and customer-focused. To Simplify Technology To Empower Business Empower Our customers' success is our success. We grow when they grow. We partner with our customers to achieve their goals. We provide transparency and knowledge to tailer solutions that ensure their ongoing competitive advantage. Business We're here for business. We love to work with those who have an appetite for doing things better. We are passionate about partnering in our customers' journey. We aim to do this through: • Our products - reliable, flexible and good value • Our people – knowledgeable, passionate and helpful • Our performance - superior service and highly recommended Providing a broad and integrated offering of products and services provides our customers with a complete solution from one supplier dedicated to customer service. Our suite of services to businesses include: • Data Networks and Internet • Voice • Hosting (Cloud and Data Centre Colocation) and • Managed Services and Security 6 ANNUAL REPORT 2020CUSTOMER SERVICE Our vision is to be the technology solution provider passionately promoted by our customers. Our dedication to customer service remains uncompromising and we have a culture which consistently delivers high levels of customer service and retention. Over the Wire provided various levels of support to a number of COVID-19 impacted customers and partners in 2020. This is verified by our high levels of customer retention, shown in the graph below as year on year customer revenue retained. 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Customer Retention 98.6% 97.1% 98.2% 97.3% 96.0% 98.5% 2015 2016 2017 2018 2019 2020 7 ANNUAL REPORT 2020 SIGNIFICANT GROWTH AND STRONG FINANCIAL PERFORMANCE Total revenue from ordinary activities for the year was $87.6m (2019: $79.6m), representing an increase of 10% on the corresponding year. The result demonstrates demand from customers across all four product lines. The Group has also maintained a strong financial position, increasing net assets to $68.9m, up from $65m in 2019. The group continues to show strong growth in recurring revenue. The below table shows recurring revenue growth figures from 2019 to 2020: Product Data Voice Hosting Security & Managed Services Recuring Revenue growth Recurring Revenue growth 2019 to 2020 (Organic) 2019 to 2020 (Statutory) 1% 18% 7% 90% 2% 19% 12% 133% Overall, recurring revenue grew to $74.7m, up from $65.7m in 2019, representing an increase of 14% on the corresponding year. Of this increase, 10% was a result of organic growth. The group has delivered consistent growth in total revenue accross all product lines, as represented by the graphs below. (A$m) Data (A$m) Voice 40 30 20 10 20 15 10 5 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 (A$m) Security & Managed Services (A$m) Hosting 25 20 15 10 5 12 10 8 6 4 2 2016 2017 2018 2019 2020 2016 2017 2018 2019 2020 8 ANNUAL REPORT 2020SUCCESSFUL ACQUISITIONS Acquisition of Fonebox & Zintel On 31 August 2020, Over the Wire acquired 100% of the shares in J2 Australia Cloud Connect Pty Ltd and 100% of the share capital in Zintel Communications Limited. Fonebox and Zintel are leading providers of 13, 1300 and 1800 inbound telecommunication services. The strategic rationale for acquiring Fonebox and Zintel was: The acquisition complements the consolidated entity’s existing outbound telephony solutions; Fonebox and Zintel have been leaders in inbound telecommunications in Australia and New Zealand for 10+ years; Fonebox and Zintel have a quality team that will integrate well with the consolidated entity; Large and active customer base in the SME and corporate market; The acquisition is expected to offer attractive EBITDA and EPS accretion to the consolidated entity immediately; and Potential for addressable near-term synergies and margin expansion. Over the Wire has a track record of acquiring and then integrating acquisitions, with timely realisation of synergies and cost savings. IPO to 2016 2017 2018 2019 2020 Integrated Integrated Integrated Investing in our capability & systems Acquired 31 Aug 2020 9 ANNUAL REPORT 2020 POSITIVE OUTLOOK Our commitment to being able to provide a complete telecommunications, cloud and IT Services offering to businesses, that is supported by a team that is dedicated to a positive customer experience, gives us confidence that our growth will continue in FY21. We remain focussed on achieving our vision and continuously improving the financial performance of the business and the returns for our shareholders. GROW IMPROVE FOCUS ENGAGE EVOLVE To identify, understand, and realise our opportunities to grow For our systems to reduce friction, enhance customer experience, and support our growth For our customers to value our technical expertise and strength of our relationships For our people to embody our purpose and values, and make a positive contribution to their and our success To offer seamless solutions to our customers and partners Organic revenue growth >15% targeted Take advantage of industry tailwinds in SD-WAN, Cyber Security and Hosted Voice Living our values Continuously focus on how we are improving the experience for our customers, resulting in retention and growth Purpose led leadership Selective future acquisitions Operational efficiencies Build on our performance culture Attract, develop and retain great talent Further enhance our systems and processes for optimal customer and team experience Realisation of synergies from acquisitions 10 ANNUAL REPORT 2020 GENERAL INFORMATION The annual report covers Over the Wire Holdings Limited as a consolidated entity consisting of Over the Wire Holdings Limited and the entities it controls. Over the Wire Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business are: The report is presented in Australian dollars, which is Over the Wire Holdings Limited’s functional and presentational currency. Registered Office & Principal Place of Business Level 24, 100 Creek Street Brisbane QLD 4000 A description of the nature of the Group’s operations and its principal activities are included in the directors’ report. The financial statements were authorised for issue, in accordance with a resolution of directors on 20 August 2020. The directors have the power to amend and/or reissue the financial report. 11 ANNUAL REPORT 2020 CORPORATE DIRECTORY DIRECTORS JOHN PUTTICK DUNIV QUT, FACS, ACA Chair MICHAEL OMEROS MAICD, BE(ELECTRONICS), BINFOTECH Managing Director Group Chief Executive Officer BRENT PADDON BINFOTECH, GRADDIPBUSADMIN Executive Director (Non-Executive Director from 1 July 2020) SUSAN FORRESTER AM BA, LLB (HONS), EMBA, FAICD Non-Executive Director CATHY ASTON BEC, MCOMM, GAICD, FFIN Non-Executive Director (appointed 1 July 2020) SECRETARY MIKE STABB FCA, MAICD, BBUS(ACCY,BUSLAW), RTA Chief Financial Officer (ceased CFO role 9 March 2020) (ceased Company Secretary role 26 June 2020) SIMONE DEJUN LLM, GRAD DIP LEGAL PRACTICE, LLB, BBUS(ADVERTISING) Group General Counsel (appointed to Company Secretary role 1 April 2020) KEY MANAGEMENT SCOTT SMITH Chief Executive Officer (appointed 9 March 2020) BEN CORNISH Chief Technology Officer GARY PITTORINO Chief Operating Officer BEN MELVILLE Chief Financial Officer (appointed 9 March 2020) Registered Office and Principal Place of Business Level 24, 100 Creek Street Brisbane QLD 4000 Share Register Link Market Services 10 Eagle St Brisbane QLD 4000 Auditor PKF Brisbane Audit Level 6, 10 Eagle Street Brisbane QLD 4000 Solicitors McCullough Robertson Lawyers Level 11, Central Plaza Two 66 Eagle Street Brisbane QLD 4000 Bankers Westpac 260 Queen Street Brisbane QLD 4000 National Australia Bank 259 Queen Street Brisbane QLD 4000 Stock Exchange Listings Over the Wire Holdings Limited (OTW) shares are listed on the Australian Securities Exchange (ASX) Website Address www.overthewire.com.au 12 ANNUAL REPORT 2020 1.0DIRECTORS’ REPORT 13 ANNUAL REPORT 2020DIRECTORS’ REPORT Your directors present their report on the consolidated entity consisting of Over the Wire Holdings Limited (“the Company”) and the entities it controlled (“the Group”) for the year ended 30 June 2020. DIRECTORS AND COMPANY SECRETARY The name of the directors who held office during or since the end of the year. JOHN PUTTICK Non-Executive Chairman (appointed 1 December 2015) MICHAEL OMEROS Managing Director and Group Chief Executive Officer (appointed 1 July 2011) BRENT PADDON Executive Director (appointed 1 July 2011) SUSAN FORRESTER AM Non-Executive Director (appointed 1 December 2015) CATHY ASTON Non-Executive Director (appointed 1 July 2020) MIKE STABB Company Secretary (appointed 9 July 2012) (ceased Company Secretary role 26 June 2020) SIMONE DEJUN Company Secretary (appointed 1 April 2020) DIRECTORS REPORT PRINCIPAL ACTIVITIES The Group is a profitable, high-growth provider of telecommunications, cloud and IT solutions. It has a national network with Points of Presence (POPs) in all major Australian capital cities and Auckland, New Zealand. During the year, the principal continuing activities of the Group consisted of offering an integrated product suite of the following services to businesses in Australia and New Zealand: • Data Networks and Internet • Voice • Hosting and • Security & Managed Services There has been no significant change to the principal activities of the Group during the year. REVIEW OF OPERATIONS Total revenue from ordinary activities for the year was $87,611K (2019: $79,589K), representing an increase of 10% on the corresponding year. The result demonstrates demand from customers across all four product lines including: • Data Networks and Internet revenue of $37,531K (2019: $36,959K), representing an increase of 2% on the corresponding year; • Voice revenue of $19,597K (2019: $16,417K), representing an increase of 19% on the corresponding year; • Hosting revenue of $10,134K (2019: $9,075K), representing an increase of 12% on the corresponding year; • Security & Managed Services revenue of $20,349K (2019: $17,138K), representing an increase of 19% on the corresponding year. The Group continued to build upon its geographic expansion strategy. The below table shows revenue-growth figures from 2019 to 2020: Geographic Area Queensland New South Wales Victoria South Australia Revenue Growth 2019 to 2020 (Statutory) 7% 8% 8% 31% 14 ANNUAL REPORT 2020 DIRECTORS REPORT - CONTINUED FINANCIAL POSITION The financial position of the Group remains strong with net assets increasing by $3,925K to $68,945K from $65,020K. This increase includes the recognition of $8,515K of lease liabilities and right of use assets during the year. EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (EBITDA) EBITDA refers to earnings before interest, tax, depreciation and amortisation, and is an important metric to the Group because it shows the strong gross profit and expenditure management delivered by the Group and correlates well with operating cash flow. Set out below is a reconciliation of Profit before Income Tax Expense and EBITDA. Consolidated 2020 $ ,000 2019 $ ,000 Profit before Income Tax Expense 7,214 12,805 Depreciation & Amortisation 9,756 7,956 Finance Costs EBITDA 426 579 17,396 21,340 EBITDA was $17,396K (2019: $21,340K), representing a decrease of 18% on the corresponding year. Net Profit after Income Tax Expense (NPAT) was $5,033K (2019: $10,162K), representing a decrease of 50% on the corresponding year. The reduction in EBITDA and NPAT was predominately due to the recognition of $4,058K of other income in 2019 relating to the release of the stretch target earnout payable on the acquisition of Comlinx, as well as a reduction in Non- recurring sales resulting from the impact of COVID-19. As at 30 June 2020, the Group had $10,435K in cash or cash equivalents. Net cash flow from Operating Activities (before Interest and Tax) for the 2020 year was $15,705K ($17,150K in 2019) demonstrating continued strong cash conversion. The Group’s continued sound management of overhead expenses in the underlying business, maintaining net debtor days metrics, recognising cost synergies in the acquired entities, and when combined with revenue growth of 10%, has generated the positive Cash from Operating Activities outlined in the Consolidated Statement of Cash flows. DIVIDENDS PAID AND PROPOSED A final dividend for 30 June 2019 of 2.00 cents per share fully franked was paid in October 2019. An interim dividend of 1.50 cents per share fully franked, for the six months ended 31 December 2019, was paid in April 2020. 15 Subsequent to year-end, on 20 August 2020, the Group declared a fully franked final dividend of 2.25 cents per share, for the year ended 30 June 2020. The dates of the dividend are as follows: Ex Date Record Date DRP Election Close Date Payment Date 14 September 2020 15 September 2020 16 September 2020 15 October 2020 As this final dividend was declared subsequent to year- end, no provision has been made in the accounts for the dividend. BUSINESS STRATEGIES AND PROSPECTS FOR FUTURE FINANCIAL YEARS The primary objective of the Group is to continue adding value for shareholders through a combination of organic growth, and strategic acquisitions. The Group operates four product lines: Data Networks, Voice, Security & Managed Services and Hosting. Each product line is capable of being delivered stand-alone or bundled with one or more other product lines to deliver a complete solution. The Group will continue its business development and marketing initiatives, and leverage its investment in the four product lines to grow organically, both through the acquisition of new customers and selling additional products and services to existing customers and partner channel. The Group will continue to look to grow through identifying and acquiring suitable businesses that deliver a strategic fit, readily achievable synergies and add shareholder value. SIGNIFICANT CHANGES IN STATE OF AFFAIRS CORONAVIRUS (COVID-19) PANDEMIC The Group actively managed the impact of COVID-19 on its team and business through H2 of 2020, and continues to monitor the impact going forward. Our key focus throughout lockdowns was and continues to remain the health and safety of our team and maintaining a high level of service and reliability for our customers, to support them through these unprecedented times. Overall financial impact on business Recurring Revenue Due to social distancing restrictions, the current pandemic generated greater demand for voice and collaboration technologies, which saw strong demand for our voice offering, resulting in higher volumes in the second half of the financial year. ANNUAL REPORT 2020 The increase in voice volumes partially offset delayed delivery of some data services that had resulted from customer site access restrictions during the initial lockdown period. While voice volume is expected to reduce as social distancing restrictions ease, the reduction is not anticipated to be close to the initial increase as businesses and our customers continue to embrace remote working through use of our voice and collaboration offerings. Non-recurring Revenue With customers looking to manage working capital during Government lockdowns, there was a reduction in the number of non-recurring opportunities with customers. Working Capital During the lockdown period between March and June 2020, given the degree of uncertainty COVID-19 created, the Group took a number of measures to ensure sufficient working capital was available to continue operations. Measures included: • Discussions with the Group’s financial institutions around deferred payment terms for borrowings. While this was discussed and able to be put in place, the Group did not take up any deferred terms. • Deferral of non-essential capital expenditure. Approximately $900K of capital expenditure planned for 2020 was deferred until 2021. • Reduction in full time staff hours by 10% between 1 April 2020 and 30 June 2020. Expected Credit Losses Our exposure to customers in industries hardest hit by the current pandemic (retail, hospitality and travel) is limited and those most affected represent a small portion of our recurring base. To support our customers during this period, we provided extended terms to a number of businesses that had been impacted and were not able to operate or were at a reduced capacity over lockdown periods. The Group increased its monitoring of debt recovery as there is an increased probability of customers delaying payment or being unable to pay in the current environment. As a result, we have increased our allowance of expected credit losses as at 30 June 2020. Business Continuity The Group has implemented a COVIDSafe plan based on the Australian Governments 3-Step framework and each State's roadmap to a COVIDSafe Australia. EVENTS SINCE THE END OF THE FINANCIAL YEAR Dividend Declared On 20 August 2020, the Company declared a fully franked final dividend of 2.25 cents per share, for the year ended 30 June 2020. The dates of the dividend are as follows: Ex Date Record Date DRP Election Close Date Payment Date 14 September 2020 15 September 2020 16 September 2020 15 October 2020 DIRECTORS REPORT - CONTINUED As this final dividend was declared subsequent to year- end, no provision has been made in the accounts for the dividend. Acquisitions On 11 August 2020, the Group signed a share purchase agreement to acquire 100% of the share capital in J2 Australia Cloud Connect Pty Ltd and 100% of the share capital in Zintel Communications Limited. The acquisition is due to settle on 31 August 2020, for consideration of $36,000K plus an adjustment for working capital. The acquisition of both of the above businesses will strengthen the Group’s inbound call capability, while also providing significant opportunities when combined with our existing outbound and hosted telephony platforms. Details regarding the assets and liabilities acquired is not available at the date of this report as the transfer of ownership of the business will be on 31 August 2020. No other matters or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Group will continue its focus on growing organically through geographic expansion, cross-selling of complementary products and new or enhanced product and service initiatives within its existing product lines. The impact of the Coronavirus (COVID-19) pandemic is ongoing and while there has been an impact to the Group up to 30 June 2020, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is continuing to develop and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, customer site access, quarantine, travel restrictions and any economic stimulus that may be provided. Acquisitions will continue to be targeted where they provide synergies, complement the current offering and add shareholder value. ENVIRONMENTAL REGULATION The Group's operations are not currently subject to significant environmental regulation under the law of the Commonwealth or of a State or Territory. 16 ANNUAL REPORT 2020 OUR VISION IS TO BE THE TECHNOLOGY SOLUTION PROVIDER PASSIONATELY PROMOTED BY OUR CUSTOMERS. 17 ANNUAL REPORT 2020INFORMATION ON DIRECTORS & COMPANY SECRETARY The following information is current as at the date of this report. JOHN PUTTICK DUNIV QUT, FACS, ACA Non-Executive Chairman John was appointed as Chairman of the company in December 2015. He was the founder and chairman of GBST Holdings Limited. John holds an Honorary Doctorate from The Queensland University of Technology and a Chartered Accounting qualification from Auckland University of Technology. John has over forty years of experience in building commercial systems with information technology, over thirty of which were in developing financial services solutions at GBST Holdings Limited. Other Current Directorships None Former Directorships in last 3 years None Special Responsibilities • Chair of the Board • Chair of remuneration and nominations committee (ceased Chair role 29 July 2020) • Member of audit and risk committee (appointed as Chair 29 July 2020) Direct and indirect interest in shares and options Ordinary Shares Over the Wire Holdings 171,889 MICHAEL OMEROS MAICD, BE(ELECTRONICS)(HONS), BINFOTECH Managing Director Chief Executive Officer Michael is a co-founder and the Managing Director of the company. He has over twenty years of experience in the telecommunications and IT services sectors, and graduated from QUT in 1994 with a Bachelor of Engineering – Electronics (First Class Honours) and Bachelor of IT (with Distinction). Prior to Over the Wire, Michael held a Senior Management role at GBST, worked for Zurich Insurance in the UK and founded Celentia which has now been absorbed by Over the Wire. Other Current Directorships None Former Directorships in last 3 years None Special Responsibilities • Member of audit and risk committee (ceased 29 July 2020) Direct and indirect interest in shares and options Ordinary Shares Over the Wire Holdings 13,025,297 18 ANNUAL REPORT 2020 BRENT PADDON BINFOTECH, GRADDIPBUSADMIN Executive Director SUSAN FORRESTER AM BA, LLB (HONS), EMBA, FAICD CATHY ASTON BEC. MCOMM, GAICD, FFIN Non-Executive Director Non-Executive Director (Non-Executive Director from 1 July 2020) Brent is a co-founder and Director of the company. He has over twenty years of experience in telecommunications and IT services sectors and graduated from QUT in 1996 with a bachelor of IT. He also completed a Graduate Diploma in Business Administration from QUT in 2008. Brent held a senior management role at Web Central, worked for Pipe Networks and founded Brisbane Internet Technology, which was sold to Asia Online. Other Current Directorships None Former Directorships in last 3 years None Special Responsibilities • Member of remuneration and nominations committee • Member of audit and risk committee (appointed 29 July 2020) Direct and indirect interest in shares and options Ordinary Shares Over the Wire Holdings 11,500,000 19 Susan was appointed as Non-Executive Director in December 2015. She is an accomplished company director, with significant experience as non- executive director across a range of listed and unlisted company boards, spanning the professional services, health and technology sectors. In particular, she has chaired, or being a member of various audit, risk management and remuneration committees. With a Bachelor of Laws (Honours) and a Bachelor of Arts (Japanese) from the University of Queensland, Susan completed an executive Masters of Business Administration (EMBA) from the Melbourne Business School. She is also a Fellow of the Australian Institute of Company Directors (FAICD). Other Current Directorships Non-Executive Director of G8 Education Limited (ASX:GEM) (appointed November 2011) Non-Executive Director of Viva Leisure Limited (ASX:VVA) (appointed 18 October 2018) Non-Executive Director of National Veterinary Care Ltd (ASX:NVL) (appointed February 2015, resigned 7 April 2020) Former Directorships in last 3 years Non-Executive Director of Xenith IP Group Limited (ASX:XIP) (appointed October 2015) Special Responsibilities • Chair of audit and risk committee (ceased Chair role 29 July 2020) • Member of remuneration and nominations committee (appointed as Chair 29 July 2020) Direct and indirect interest in shares and options Ordinary Shares Over the Wire Holdings: 185,000 Cathy was appointed as an independent director of Over The Wire effective 1 July 2020. She is an experienced Chair and non- executive director of telecommunications, digital and financial services businesses in Australia and greater Asia. Senior executive experience includes CEO/ Managing Director, Mobitel Pvt Ltd (Sri Lanka) and Finance Director for Telstra International (Hong Kong). Cathy holds a Bachelor of Economics from Macquarie University and a Master of Commerce from the University of NSW. She is a graduate of the Australian Institute of Company Directors and a Fellow of the Financial Services Institute of Australia. Other Current Directorships Non-Executive Director, IMB Ltd (appointed September 2016), Chair of Risk Committee Non-Executive Director, Macquarie Investment Management Limited (appointed December 2017) Advisor, Avanseus Holdings Pty Ltd, (Singapore) (appointed October 2015) Former Directorships in last 3 years Non-Executive Director, Southern Phone Ltd, Chair of Governance, Risk and Remuneration Committee (appointed November 2015) Non-Executive Director, Financial Services Institute of Australasia (appointed 2015), Chair of Audit and Risk Committee Special Responsibilities • Member of audit and risk committee (appointed 29 July 2020) • Member of remuneration and nominations committee (appointed 29 July 2020) Direct and indirect interest in shares and options None ANNUAL REPORT 2020 MIKE STABB FCA, MAICD, BBUS(ACCY,BUSLAW), RTA SIMONE DEJUN LLM, GRAD DIP LEGAL PRACTICE, LLB, BBUS(ADVERTISING) Company Secretary (ceased Company Secretary position 26 June 2020) Company Secretary General Counsel Chief Financial Officer (ceased CFO position 9 March 2020) Mike was appointed Company Secretary in July 2012. He is a Fellow of the Institute of Chartered Accountants with over twenty years of experience, and graduated with Distinction from QUT in 1995 with a Bachelor of Business (Accy & BusLaw). Mike worked for Deutsche Bank in London and on Wall Street, and held CFO and senior finance roles in the property, radio communications and banking industries in Australia. Simone was appointed Company Secretary 1 April 2020. She completed a Master of Laws, Bachelor of Laws, Bachelor of Business (Advertising) at QUT, and a Graduate Diploma of Legal Practice at the College of Law. Simone is Over the Wire's General Counsel with 8 years post-admission experience. Simone was previously General Counsel at Superloop and has also worked as a lawyer for PIPE Networks. She has volunteered as Company Secretary at not-for-profit Australian Pet Welfare Foundation. Other Current Directorships None Other Current Directorships None Former Directorships in last 3 years None Former Directorships in last 3 years None Special Responsibilities • Company Secretary (ceased 26 June Special Responsibilities • Company Secretary 2020) • Chief Financial Officer (ceased 9 March 2020) Direct and indirect interest in shares and options Ordinary Shares Over the Wire Holdings: 378,980 Direct and indirect interest in shares and options Ordinary Shares Over the Wire Holdings: 416 20 ANNUAL REPORT 2020DIRECTORS REPORT - CONTINUED MEETINGS OF DIRECTORS The number of meetings of the Company’s board of directors and of each board committee held during the year ended 30 June 2020, and the numbers attended by each director were: Full Meetings of directors Meetings of committees Held Attended Held Attended Held Attended Audit Nominations & Remuneration* John Puttick Michael Omeros Brent Paddon Susan Forrester Cathy Aston 7 7 7 7 NA 7 7 6 7 NA 4 4 NA 4 NA 4 4 NA 4 NA 4 NA 4 4 NA 4 NA 4 4 NA * Effective from 24 June 2020, the Remuneration & Nominations Committee has been renamed to the People & Culture Committee. INSURANCE OF OFFICERS AND INDEMNITIES During the financial year, Over the Wire Holdings Limited maintained policies to insure the directors and secretaries of the Company and its Australian-based controlled entities, and the executives and general managers of each of the divisions of the Group. The terms of the insurance contracts prohibit disclosure of the premiums payable and other terms of the policies. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied to the court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. NON-AUDIT SERVICES The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. Details of the amounts paid or payable to the auditor (PKF Brisbane Audit) for audit and non-audit services provided during the year are set out below. The board of directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor. • None of the services undermines the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. 21 ANNUAL REPORT 2020  During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms: (A) KEY MANAGEMENT PERSONNEL (KMP) COVERED IN THIS REPORT REMUNERATION REPORT Consolidated 2020 $ ,000 2019 $ ,000 19 19 19 22 22 22 Taxation Services Tax Compliance Services Total Remuneration for Taxation Services Total Remuneration for Non-Audit Services AUDITOR’S INDEPENDENCE DECLARATION A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 22. ROUNDING OF AMOUNTS The Group is of a kind referred to in ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’ of amounts in the directors’ report and financial report. Amounts in the directors’ report and financial report have been rounded off to the nearest thousand dollars in accordance with that Legislative Instrument. REMUNERATION REPORT The directors present the Over the Wire Holdings Limited 2020 remuneration report, outlining key aspects of our remuneration policy and framework as well as remuneration awarded this year. It has also been audited as required by section 308(3C) of the Corporations Act (2001). The Report is structured as follows: (A) Key management personnel (KMP) covered in this report (B) Remuneration policy and link to performance (C) Elements of remuneration (D) Remuneration expenses for executive KMP (E) Non-executive director arrangements (F) Other statutory information (G) Options and Performance Rights John Puttick Non-Executive Chairman (appointed 1 December 2015) Michael Omeros Managing Director and Group Chief Executive Officer (appointed 1 July 2011) Brent Paddon Executive Director (appointed 1 July 2011) (Non-Executive Director from 1 July 2020) Susan Forrester Non-Executive Director (appointed 1 December 2015) Other key management personnel: Scott Smith Chief Executive Officer (appointed 9 March 2020) Mike Stabb Company Secretary and Chief Financial Officer (ceased CFO position 9 March 2020) (ceased Company Secretary role 26 June 2020) Ben Cornish Chief Technology Officer Gary Pittorino Chief Operating Officer Ben Melville Chief Financial Officer (appointed 9 March 2020) From 1 July 2020 Brent Paddon and Cathy Aston were appointed as Non-executive Directors of the Group. There have been no further changes in KMP since the end of the reporting period other than those disclosed above. (B) REMUNERATION POLICY AND LINK TO PERFORMANCE During 2020 the remuneration committee was made up of two independent non-executive directors and one executive director. The committee will review and determine our remuneration policy and structure annually to ensure it remains aligned to business needs, and meets our remuneration principles. As the Group now has a dedicated General Manager of Human Resources, our remuneration policy is now being developed and finalised through input by the remuneration committee and recommendations provided by externally engaged consultants. 22 ANNUAL REPORT 2020Short-term Incentives – Operational Bonuses In 2020, elements of KMP remuneration were dependent on the satisfaction of operational performance conditions. Short term incentive cash bonuses paid in relation to 2019: • $68,986 for Michael Omeros linked to the achievement of operational KPIs. • $26,795 for Brent Paddon linked to the achievement of operational KPIs. • $52,615 for Mike Stabb linked to the achievement of operational KPIs. • $50,390 for Ben Cornish linked to the achievement of operational KPIs. Long-term Incentives On 29 May 2020, the Group issued 115,387 performance rights to key management personnel and select senior staff as part of a Long Term Incentive (LTI) scheme under an Employee Share Plan as a means of rewarding and incentivising key employees. Further details of the performance rights, including details of rights issued during the financial year, are set out in note 31. The Long term incentive (LTI) scheme contains features that meets contemporary generally accepted market standards, and that: • Encourage the long term retention of selected key executives and aligns the interests of the key executives with shareholders; • Reward service and performance by these executives; • Meet contemporary governance and executive remuneration standards; and • Satisfy all executive employment contract obligations and meet all regulatory requirements. Details of performance measures used in relation to performance rights issued to KMP can be located at note 31 of the accompanying financial statements. REMUNERATION REPORT - CONTINUED Executive KMP Remuneration Policy Statement Consistent with contemporary Corporate Governance standards, The Group's remuneration policy will aim to set employee and executive remuneration that is fair, competitive and appropriate for the markets in which it operates and is mindful of internal relativities. Over the Wire Holdings will aim to ensure that the mix and balance of remuneration is appropriate to reward fairly, attract, motivate and retain senior executives and other key employees. Specific objectives of this policy will include the following: • Provide a fair and competitive (internal and external) fixed annual remuneration for all positions under transparent policies and review procedures; • Link executive KMP rewards to shareholder value accretion by providing appropriate equity (or equivalent) incentives to selected senior executives and employees linked to long-term Company performance and core values; • Provide competitive total rewards to attract and retain appropriately skilled employees and executives; • Have a meaningful portion of remuneration ‘at risk’, dependent upon meeting pre-determined performance benchmarks, both short (annual), medium (deferred STI) and long term (+ 3 years); and • Establish appropriate, demanding performance hurdles for any executive short or long term equity incentive remuneration. This broad remuneration policy will be delivered by Over the Wire Holdings under a Total Targeted Remuneration (TTR) or Total Annual Remuneration (TAR) framework. Appropriate remuneration policy settings will be achieved by consistently applying a clear remuneration strategy directed at supporting the Board approved business strategy with appropriate and flexible processes, policies and procedures established by the Board from time to time. (C) ELEMENTS OF REMUNERATION Fixed Annual Remuneration Executives may receive their fixed remuneration as cash, superannuation and fringe benefits such as mobile phones, car allowances and in house fringe benefits. During 2020 there were no fixed remuneration increases given to executive KMP. During 2020, two new members of the KMP were promoted from within the Group. Their fixed remuneration is as follows: • Scott Smith: Base Salary $250,000 • Ben Melville: Base Salary $180,000 23 ANNUAL REPORT 2020REMUNERATION REPORT - CONTINUED (D) REMUNERATION EXPENSES FOR EXECUTIVE KMP The following table shows details of the remuneration expense recognised for the Group’s executive key management personnel for the current and previous financial year measured in accordance with the requirements of the accounting standards. Remuneration paid to directors and executives is valued at the cost to the Group. (I) Key Management Personnel Remuneration Name Year Fixed remuneration Variable remuneration Total Perfor- mance Based Cash Salary* Non- monetary Benefits* Annual Leave* Long service Leave ** Post- employ- ment Benefits *** Cash Bonus* Share Based Payments **** $ $ $ $ $ $ $ $ Executive Directors Michael Omeros 2020 255,691 45,768 22,500 4,875 24,392 61,390 2019 263,170 45,768 23,077 Brent Paddon1 2020 244,213 3,990 18,750 2019 244,327 5,244 18,794 5,000 4,063 4,072 20,531 99,237 21,090 24,556 20,531 39,695 - - - - 414,617 456,783 316,662 332,663 Other Management Personnel 5,929 1,295 6,438 15,348 1,928 106,236 Scott Smith2 Mike Stabb3 Ben Cornish Gary Pittorino Ben Melville2 Total Executive Directors & Other KMPs Total NED Remuneration (see section (e) below) Total KMP remuneration Expensed 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 75,308 - 152,626 224,938 - - - - - 11,282 16,923 196,523 22,430 16,500 207,520 17,724 16,923 215,109 174,608 55,114 - - - - - 16,500 13,397 4,269 - - 2,444 3,667 3,575 3,667 3,575 2,903 925 - - - - - 15,212 32,230 54,234 268,029 24,531 59,634 70,151 399,844 21,723 42,973 65,771 369,496 20,531 53,364 70,151 389,880 20,804 42,973 25,009 323,970 15,399 - 2,784 209,091 5,234 7,674 1,371 74,587 - - - - 2020 1,194,585 72,188 95,731 20,742 114,894 227,144 148,314 1,873,598 2019 1,114,563 68,736 89,114 19,309 101,523 251,930 143,086 1,788,261 2020 2019 190,125 145,000 - - - - - - - - - - - - 190,125 145,000 2020 1,384,710 72,188 95,731 20,742 114,894 227,144 148,314 2,063,723 2019 1,259,563 68,736 89,114 19,309 101,523 251,930 143,086 1,933,261 % 15 22 8 12 16 - 32 32 29 32 21 1 12 - 20 22 - - 18 20 1 2 3 * ** *** Appointed as Non-executive Director from 1 July 2020 Appointed 9 March 2020 Ceased role as Chief Financial Officer on 9 March 2020 Short-term benefits as per Corporations Regulation 2M.3.03(1) Item 6 Along with other full time staff, all KMP accepted a 10% reduction in hours over the period 1 April 2020 to 30 June 2020 to support working capital of the Group through the COVID-19 imposed lockdowns Other long-term benefits as per Corporations Regulation 2M.3.03(1) Item 8 Post-employment benefits are provided through contributions to a superannuation fund. The amounts disclosed as remuneration represent the amount contributed by the employer at the statutory rate 9.5%, plus any salary sacrificed amounts if applicable, measured in accordance with AASB 119 Employee Benefits. **** Shares issued under an employee share scheme established by the Group on 30 November 2015 (re-approved 29 November 2018), as well as Performance Rights issued as set out at Note 31. 24 ANNUAL REPORT 2020          REMUNERATION REPORT - CONTINUED (II) Rights Granted As Remuneration - Long Term Incentive Plan Name KMP Scott Smith1 Mike Stabb2 Ben Cornish Gary Pittorino Ben Melville1 Year Granted Balance at Start of year Granted during year Rights to deferred shares Vested Forfeited Balance at end of year (unvested) Maximum value to vest* 2020 2020 2019 2018 2020 2019 2018 2020 2019 2020 No. - - 13,333 29,920 No. 8,362 20,067 - - - 20,067 13,333 29,920 - - - 20,067 10,400 - - 3,345 No. % No. % No.  - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 8,362 20,067 13,333 29,920 20,067 13,333 29,920 20,067 10,400 3,345 $ 23,136 55,222 34,866 8,608 55,222 34,866 8,608 55,222 27,196 9,255 1 2 * Appointed 9 March 2020 Ceased role as Chief Financial Officer on 9 March 2020 The maximum value of the deferred shares yet to vest has been determined as the amount of the grant date fair value of the rights that is yet to be expensed. The minimum value of deferred shares yet to vest is nil, as the shares will be forfeited if the vesting conditions are not met. Details of the performance rights granted as remuneration to those KMP in the above table are included in Note 31 to the financial statements. (III) Performance Based Remuneration Granted and Forfeited During the Year Cash bonuses are dependent on meeting defined performance measures. The amount of the bonus is determined having regard to the satisfaction of performance measures and weightings as described above in section (B) 'Remuneration Policy and Link to Performance'. The maximum bonus values are established at the start of each financial year and amounts payable are determined in the final month of the financial year by the Remuneration and Nomination Committee. The proportion of the cash bonus paid/payable or forfeited is as follows: 30 June 2020 Total STI Cash bonus  Total Opportunity $  100,000 40,000  25,000 52,500 70,000 70,000 12,500 Awarded % Forfeited % 61% 61% 61% 61% 61% 61% 61% 39% 39% 39% 39% 39% 39% 39% Executive Directors: Michael Omeros Brent Paddon1 Other Management Personnel: Scott Smith Mike Stabb Ben Cornish Gary Pittorino Ben Melville 1 Appointed as Non-executive Director from 1 July 2020 25 ANNUAL REPORT 2020      REMUNERATION REPORT - CONTINUED (E) NON-EXECUTIVE DIRECTOR ARRANGEMENTS Board fees are $117,000 ($75,000 in 2019) for John Puttick and $73,125 ($50,000 in 2019) for Susan Forrester. Board fees include a 10% reduction for the period 1 April 2020 to 30 June 2020. In addition, they are paid $10,000 for chairing their respective committees. There are no performance-based payments or retirement allowances. From 1 July 2020, base fees for Chair of the Board will increase from $120,000 to $150,000 and base fees for Non-Executive Directors from $75,000 to $80,000. From 1 July 2020, Brent Paddon and Cathy Aston have been appointed as Non-executive Directors. The table below represent the amounts paid for the periods in which their services were provided. Base fees Chair Other Non-executive Directors Total Consolidated 2020 $ 120,000 75,000 195,000 2019 $ 85,000 60,000 145,000 All non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the board policies and terms, including remuneration, relevant to the office of director. (F) OTHER STATUTORY INFORMATION Shareholdings The numbers of shares in the Company held (directly, indirectly or beneficially) during the financial year by KMP, including their related parties, are set out below: Balance at 1/07/2019 Sold on Market Share Purchase Plan Employee Share Scheme Vested Performance Rights Bought on Market Balance at 30/06/2020 Directors Michael Omeros 13,623,245 (650,000) Brent Paddon1 12,150,000 (650,000) John Puttick 78,778 Susan Forrester 161,738 - - Total Directors 26,013,761 (1,300,000) Other Key Management Personnel (OKMP) Scott Smith2 Mike Stabb3 Ben Cornish Gary Pittorino Ben Melville2 358,032 333,134 124,103 204 - Total OKMP 815,473 - - - - - - Group Total 26,829,234 (1,300,000) 1 2 3 Appointed as Non-executive Director from 1 July 2020 Appointed 9 March 2020 Ceased role as Chief Financial Officer on 9 March 2020 - - - - - - - - - - - - - - - - - 212 212 212 212 212 1,060 1,060 - - - - - - - - - - - - 52,052 13,025,297 - 11,500,000 93,111 23,262 171,889 185,000 168,425 24,882,186 9,226 45,634 1,706 5 2 367,470 378,980 126,021 421 214 56,573 873,106 224,998 25,755,292 26 ANNUAL REPORT 2020                              REMUNERATION REPORT - CONTINUED (G) OPTIONS AND PERFORMANCE RIGHTS (i) Options At the date of this report, there were no unissued shares of Over the Wire Holdings Limited under option. (2019: Nil) (ii) Performance Rights At the date of this report, there were 278,852 performance Rights over Over the Wire Holdings Limited shares. (2019: 163,465) End of Remuneration Report This report, incorporating the Remuneration Report is signed in accordance with a resolution of Directors. Michael Omeros Managing Director Brisbane 20 August 2020 John Puttick Chair Person Brisbane 20 August 2020 27 ANNUAL REPORT 2020 2.0 AUDITOR’S INDEPENDENCE DECLARATION 28 ANNUAL REPORT 2020AUDITOR'S INDEPENDENCE DECLARATION AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF OVER THE WIRE HOLDINGS LIMITED I declare that, to the best of my knowledge and belief, during the year ended 30 June 2020, there have been no contraventions of: (a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and (b) any applicable code of professional conduct in relation to the audit. This declaration is in respect of Over the Wire Holdings Limited and the entities it controlled during the year. PKF BRISBANE AUDIT CAMERON BRADLEY PARTNER BRISBANE 20 AUGUST 2020 29 ANNUAL REPORT 2020 3.0 CORPORATE GOVERNANCE STATEMENT 30 ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT Compliance with ASX Corporate Governance Principles and Recommendations Over the Wire Holdings Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance. Over the Wire Holdings Limited has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council. The 2020 corporate governance statement is dated as at 20 August 2020 and reflects the corporate governance practices in place during the 2020 financial year to 20 August 2020. The 2020 corporate governance statement was approved by the board on 1 October 2020. A description of the group’s current corporate governance practices is set out in the group’s corporate governance statement which can be viewed at www.overthewire.com.au/investors/corporate-governance. Over the Wire’s corporate governance charter has been drafted in light of these Guidelines and the table below summarises the company’s compliance, in accordance with ASX Listing Rule 4.10.3. Principles and Recommendations Compliance Principle 1 – Lay solid foundations for management and oversight 1.1 Establish the functions expressly reserved to the Board and those delegated to management, and disclose those functions. 1.2 Undertake appropriate checks before appointing a person as a director, and provide shareholders with all material information relevant to a decision on whether or not to elect or re-elect a director. 1.3 Have a written agreement with each director and senior executive setting out the terms of their appointment. Comply Complies Complies The Board is responsible for the overall corporate governance of the company. The Board has adopted a Board charter that formalises its roles and responsibilities and defines the matters that are reserved for the Board and specific matters that are delegated to management. The company will conduct police checks, solvency and banned director searches in relation to all appointed and future nominated directors. The company will publish Director profiles on the company’s website outlining biographical details, other directorships held, commencement date of office and level of independence. The company has written agreements with each director and senior executive. On appointment of directors and senior executives the company will issue necessary written agreements outlining the terms of their appointment. Complies 1.4 The company secretary should be accountable directly to the Board on all matters to do with the proper functioning of the Board. This is consistent with the Charter and corporate structure of the company. The company secretary has a direct relationship with the Board in relation to these matters. Complies Partially Complies 1.5 Establish a diversity policy and disclose the policy or a summary of that policy. The policy should include requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress in achieving them, for reporting against in each reporting period. The Board has adopted a diversity policy that outlines objectives to ensure that the company has as diverse a workforce as practicable. The Board determined that given the company’s size and structure, it is not appropriate or possible to mandate a fixed number of women at any given level within the organisation, so no measurable objectives are included. As a measurement of gender diversity, the proportion of women working within Over the Wire as at 20 August 2020 is as follows: • • • Women on the Board – 40% Women in Senior Executive positions – 14% Women in the organisation – 19% 31 ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT - CONTINUED 1.6 Have a process for periodically evaluating the performance of the Board, its committees and individual directors, and disclose that process and, at the end of each reporting period, whether such performance evaluation was undertaken in that period. The company conducts the process for evaluating the performance of the Board, its committee and individual directors as outlined in the Board Charter. Performance evaluation was conducted in this period. Complies 1.7 Have a process for periodically evaluating the performance of the company’s senior executives, and disclose that process and, at the end of each reporting period, whether such performance evaluation was undertaken in that period. A summary of the processes for performance evaluation of key executives, directors and the Board is available on the company’s website. The Chief Executive Officer (CEO) reviews the performance of the senior executives. The Board reviews the CEO’s performance. These reviews were conducted in this period. Complies Principles and Recommendations Compliance Principle 2 – Structure the Board to add value Comply Complies A combined Nominations and Remuneration Committee has been established with its own charter and consists of: • • Susan Forrester; and • Brent Paddon. John Puttick (committee chair); 2.1 The company should have a nomination committee, which has at least three members, a majority of independent directors and is chaired by an independent director. The functions and operations of the nomination committee should be disclosed. 2.2 Have and disclose a board skills matrix, setting out what the board is looking to achieve in its membership. 2.3 Disclose the names of the directors that the Board considers to be independent directors, and an explanation of why the Board is of that opinion if a factor that impacts on independence applies to a director, and disclose the length of service of each director. The company has established charter rules as a guide for Board deliberations. Together, the Directors have a broad range of experience, expertise, skills, qualifications and contacts relevant to the company and its business. The Board considers John Puttick (appointed in December 2015) to be an independent director. The Board also considers Susan Forrester (appointed in December 2015) to be an independent director. Partially Complies Complies The Board notes the following directors are deemed not independent for the purposes of the Guidelines: • Michael Omeros (appointed in July 2011) – Michael is a founding shareholder of Over the Wire and is an executive director of the company. • Brent Paddon (appointed in July 2011) – Brent is also a founding shareholder of Over the Wire and is an executive director of the company. 32 ANNUAL REPORT 2020 CORPORATE GOVERNANCE STATEMENT - CONTINUED 2.4 A majority of the Board should be independent directors. For the 2020 Financial Year the the Board comprised four Directors, of which two were independent non- executive Directors. On 1 July 2020, Catherine Aston was appointed to the Board as a non-executive Director, and Brent Paddon transitioned from Executive Director to non-executive Director. Complies from 1 July 2020 During the 2020 Financial Year, the Board was equally weighted between independent and executive Directors. The size of the company had not previously justified the cost of appointing additional independent Directors at this stage. The chairman, John Puttick, is a non-executive and independent director. Complies This is consistent with the Board Charter. Complies 2.5 The chair of the Board should be an independent director and should not be the CEO. 2.6 There should be a program for inducting new directors and providing appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as a director effectively. Principles and Recommendations Compliance Principle 3 – Act ethically and responsibly 3.1 Have a code of conduct for the Board, senior executives and employees, and disclose that code or a summary of that code. The company has adopted a code of conduct, which sets out a framework to enable Directors to achieve the highest possible standards in the discharge of their duties and to give a clear understanding of best practise in Corporate Governance. Comply Complies Principles and Recommendations Compliance Comply Principle 4 – Safeguard integrity in corporate reporting 4.1 The company should have an audit committee, which consists of only non-executive directors, a majority of independent directors, is chaired by an independent chairman who is not chairman of the Board, and has at least three members. The functions and operations of the audit committee should be disclosed. Complies from 29 July 2020 The Board has established an Audit and Risk Committee which operates under an audit and risk committee charter. During the 2020 Financial Year, the Audit and Risk Committee members were: • Susan Forrester (committee chair) • John Puttick; and • Michael Omeros. John Puttick (committee chair) At 29 July, the Audit and Risk Committee members are: • • Susan Forrester • Brent Paddon; and • Cathy Aston. The committee includes two independent directors and is chaired by an independent director. 33 ANNUAL REPORT 2020 CORPORATE GOVERNANCE STATEMENT - CONTINUED This is consistent with the approach to be adopted by the Audit and Risk Committee and the Board. Complies 4.2 The Board should, before approving financial statements for a financial period, receive a declaration from the CEO and CFO that, in their opinion, the financial records have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the company, formed on the basis of a sound system of risk management and internal controls, operating effectively. 4.3 The company’s auditor should attend the AGM and be available to answer questions from security holders relevant to the audit. Over the Wire’s auditors will be requested to attend the AGM and shareholders will be entitled to ask questions in accordance with the Corporations Act and these guidelines. Complies Principles and Recommendations Compliance Principle 5 – Make timely and balanced disclosures 5.1 Have a written policy for complying with continuous disclosure obligations under the Listing Rules, and disclose that policy or a summary of it. The company has a written continuous disclosure policy which is designed to ensure that all material matters are appropriately disclosed in a balanced and timely manner and in accordance with the requirements of the ASX Listing Rules. Comply Complies Principles and Recommendations Compliance Comply Principle 6 – Respect the rights of security holders 6.1 Provide information about the company and its governance to investors via its website. 6.2 Design and implement an investor relations program to facilitate effective two-way communication with investors. 6.3 Disclose the policies and processes in place to facilitate and encourage participation at meetings of security holders. The Board Charter and other applicable policies are available on the company’s website. Complies The company has adopted a shareholder communications policy. The company will use its website, half year and annual reports, market announcements and media disclosures to communicate with its shareholders, as well as encourage participation at general meetings. The company intends to facilitate effective participation in the AGM, as well as the ability to submit written questions ahead of the AGM. The company intends to adopt appropriate technologies to facilitate the effective communication and conduct of general meetings. Complies The company has not disclosed a formal policy or process, but it has engaged a recognised and reputable share registry service provider to further these objectives. 6.4 Give security holders the option to receive communications from, and send communications to, the company and its share registry electronically. The company has instructed its share registry to facilitate this option for shareholders. Complies 34 ANNUAL REPORT 2020CORPORATE GOVERNANCE STATEMENT - CONTINUED Principles and Recommendations Compliance Comply Principle 7 – Recognise and manage risk 7.1 The Board should have a risk committee which is structured so that it consists of a majority of independent directors, is chaired by an independent director, and has at least three members. The functions and operations of the risk committee should be disclosed. 7.2 The Board or a committee of the Board should review the entity’s risk management framework with management at least annually to satisfy itself that it continues to be sound, and disclose, in relation to each reporting period, whether such a review has taken place. 7.3 Disclose if the company has an internal audit function, how the function is structured and what role it performs, or if it does not have an internal audit function, that fact and the processes the company employs for evaluating and continually improving the effectiveness of its risk management and internal control processes. 7.4 Disclose whether the company has any material exposure to economic, environmental and social sustainability risks and, if so, how it manages those risks. The company has a combined Audit and Risk Committee. See 4.1 above. Partially Complies The charter establishes the role of the committee. Risk review was conducted in this period. Complies Due to the company’s limited number of employees and relative nature and scale of its operations, the costs of an independent internal audit function would be disproportionate. The company has an external auditor and the Audit and Risk Committee will monitor and evaluate material or systemic issues. Does not comply due to the nature and scale of operations, however the Board believes it and the Audit and Risk Committee have adequate oversight of the existing operations. The Board does not believe that the company has any such material risks. Complies Principles and Recommendations Compliance Comply The company has a combined Nominations and Remuneration Committee. See 2.1 above. Partially Complies Principle 8 – Remunerate fairly and responsibly 8.1 The Board should have a remuneration committee which is structured so that it consists of a majority of independent directors, is chaired by an independent director, and has at least three members. The functions and operations of the remuneration committee should be disclosed. 8.2 The policies and practices regarding the remuneration of non-executive directors, and the remuneration of executive directors and other senior executives, should be separately disclosed. The Nominations and Remuneration Committee charter is available on the company’s website. Complies Complies 8.3 If the company has an equity-based remuneration scheme, it should have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme, and disclose that policy or a summary of it. The company operates an exempt share plan and has approved a performance rights plan for the potential issue of rights in the future. In accordance with the company’s Securities Trading Policy participants are not permitted to enter into transactions which limit economic risk without written clearance. 35 ANNUAL REPORT 2020RESPONSIBILITY OF THE BOARD The Board is responsible for the company’s proper corporate governance. To carry out this obligation, the Board must act: • Honestly, conscientiously and fairly; • • In accordance with the law; In the interests of the Shareholders (with a view to building sustainable value for them); and In the interests of employees and other stakeholders. • The Board’s broad function is to: CORPORATE GOVERNANCE STATEMENT - CONTINUED COMPOSITION OF BOARD The Board is comprised of four directors. Half of the Board are non-executive directors independent from management. The Chairman of the Board is an independent non-executive director. BOARD CHARTER AND POLICY The Board has adopted a charter which formally recognises its responsibilities, functions, power and authority and composition. This charter sets out other things which are important for effective corporate governance including: • Represent, serve and protect the interests of shareholders; • Develop, implement, oversee, and review the strategies and performance of the company; • A detailed definition of ‘independence’; • A framework for the identification of candidates for appointment to the Board and their selection (including undertaking appropriate background checks); • Optimise company performance and build sustainable • A framework for individual performance review and shareholder value within an effective corporate governance framework of internal controls and risk management; • Ensure shareholders and stakeholders are regularly and effectively informed of developments affecting the company, as well as the ongoing performance of the company; and • Ensure that no decision or action is taken that has the effect of prioritising their personal interests over the company’s interests. Power and authority in certain areas is specifically reserved to the Board – consistent with its function described above. These areas include: • Providing leadership and setting the strategic objectives of the company; • Composition of the Board itself including the appointment and removal of the Chairman or deputy chairman (if applicable); • Oversight of the company including its control and accountability system; • Appointment and removal of senior management (including the CEO or equivalent) and the company Secretary; • Reviewing, ratifying and monitoring the risk management framework and setting the risk appetite within which the Board expects management to operate; • Approving and formulating company strategy and policy; • Approving and monitoring operating budgets and major capital expenditure; • Overseeing the integrity of the company’s accounting and corporate reporting systems, including the external audit; • Overseeing corporate strategy and performance objectives developed by management; • Overseeing the company’s compliance with its continuous disclosure obligations; • Approving the company’s remuneration framework; • Monitoring the overall corporate governance of the company (including its strategic direction and goals for management, and the achievement of these goals); and • Oversight of the Board’s various committees. evaluation; • Proper training to be made available to Directors both at the time of their appointment and on an on-going basis; • Basic procedures for meetings of the Board and its committees including frequency, agenda, minutes and private discussion of management issues among nonexecutive Directors; • Ethical standards and values (in a detailed code of ethics and values); • Dealings in securities (in a detailed code for securities transactions designed to ensure fair and transparent trading by Directors and senior management and their associates); and • Communications with Shareholders and the market. The purpose of the charter is to ‘institutionalise’ good corporate governance and to build a culture of best practice both in Over the Wire’s internal practices and its dealings with others. This information is available on the company’s website at https://overthewire.com.au/investors/ AUDIT AND RISK COMMITTEE The purpose of this committee is to advise on the establishment and maintenance of a framework of internal control and appropriate ethical standards for the management of the company. Its current members are: John Puttick (committee chair); • • Susan Forrester; • Brent Paddon; and • Cathy Aston. The committee performs functions relevant to risk management and internal and external reporting and reports to the Board following each meeting. The committee’s responsibilities include: • Setting Board and committee structures to facilitate a • proper review function by the Board; Internal control framework including management information systems; • Corporate risk assessment (including economic, 36 ANNUAL REPORT 2020 CORPORATE GOVERNANCE STATEMENT - CONTINUED environmental and social sustainability risks) and compliance with internal controls; • Management processes supporting external reporting practices; • Review of financial statements and other financial information distributed externally; • Review of the effectiveness of the audit function; • Review of management corporate reporting processes supporting external reporting, including the appropriateness of the accounting judgements; • Review of the performance and independence of the external auditors; • Review of the external audit function to ensure prompt remedial action by management, where appropriate, in relation to any deficiency in or breakdown of controls; and • Reviewing any proposal for the external auditor to provide non-audit services and whether it might compromise the independence of the external auditor. Meetings will be held at least four times each financial year. A broad agenda is laid down for each regular meeting according to an annual cycle. The committee invites the external auditors to attend each of its meetings. The Audit and Risk Committee information is available on the company’s website at https://overthewire.com.au/ investors/ NOMINATIONS AND REMUNERATION COMMITTEE The purpose of this committee is to assist the Board and report to it on remuneration and related policies and practices (including remuneration of senior management and non-executive Directors). Its current members are: John Puttick; • Susan Forrester (committee chair); • • Brent Paddon; and • Cathy Aston The committee’s functions include: • Recommendations to the Board about the company’s remuneration policies and procedures; • Oversight of the performance of senior management and non-executive Directors; • Recommendations to the Board about remuneration of senior management and non-executive Directors; and • Reviewing the company’s reporting and disclosure practices in relation to the remuneration of Directors and senior executives. Meetings will be held at least four times each financial year and more often as required. The Nominations and Remuneration Committee information is available on the company’s website at https://overthewire.com.au/investors/ 37 POLICIES Securities Trading Policy A securities trading policy (Trading Policy) has been adopted by the Board to provide guidance to Directors, identified employees including senior management, and other employees of Over the Wire, where they are contemplating dealing in the company’s securities or the securities of entities with whom Over the Wire may have dealings. The Trading Policy is designed to ensure that any trading in the company’s securities is in accordance with the law and minimises the possibility of misperceptions arising in relation to Directors’ and employees’ dealings in the company’s securities or securities of other entities. The Trading Policy is directed at dealing in the company’s securities by the Directors and employees, dealings through entities or trusts controlled by a relevant person, or in which they have an interest, and encouraging family or friends to so deal. It also extends to addressing dealings in the securities of other entities that may be transacting with or be counterparties of Over the Wire. Any non-compliance with the Trading Policy will be regarded as an act of serious misconduct. The Trading Policy is available on the company’s website at https:// overthewire.com.au/investors/ Diversity Policy Over the Wire is committed to complying with the diversity recommendations published by ASX and promoting diversity among employees, Directors and senior management, and has adopted a policy in relation to diversity (Diversity Policy). Over the Wire defines diversity to include, but not be limited to, gender, age, disability, ethnicity, marital or family status, religious or cultural background, sexual orientation and gender identity. The Diversity Policy adopted by the Board outlines Over the Wire’s commitment to fostering a corporate culture that embraces diversity and provides a process for the Board to determine measurable objectives and procedures to implement and report against to achieve its diversity goals. The company’s Nominations and Remuneration Committee is responsible for implementing the Diversity Policy, setting the company’s measurable objectives and benchmarks for achieving diversity and reporting to the Board on compliance with the Diversity Policy. As part of its role, the company’s Nominations and Remuneration Committee is responsible for formulating and implementing a company remuneration policy. Under the Diversity Policy, a facet of this role will include reporting to the Board annually on the proportion of men and women in Over the Wire’s workforce and their relative levels of remuneration. The Board will assess and report annually to Shareholders on progress towards achieving its diversity goals. The Diversity Policy is available on the company’s website at https://overthewire.com.au/investors/ ANNUAL REPORT 2020 CORPORATE GOVERNANCE STATEMENT - CONTINUED SHAREHOLDER INFORMATION The shareholder information set out below was applicable as at 31 August 2020. Over The Wire Holdings Limited Issued capital ordinary shares: 51,650,558 as at 31 August 2020. Substantial Shareholders Substantial shareholders in the company are set out below: Michael Omeros (Including Related Entities and Indirect Holdings) Brent Paddon (Including Related Entities and Indirect Holdings) National Nominees Limited Total Substantial Shareholders Ordinary Shares Number Held % of Total Shares Issued 13,025,297 11,500,000 10,197,267 34,722,564 25.22% 22.27% 19.74% 67.23% Number Of Holders Of Each Class Of Equity Securities And Distribution Schedule Of The Number Of Holders The number of holders of each class, and distribution schedule of the number of holders of equity securities, is set below: 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and Over Total Unmarketable Parcels VOTING RIGHTS Ordinary Shares Number Held 334,434 2.067,673 2,104,833 5,899,141 41,244,476 51,650,558 - Number of Holders 753 805 279 245 22 2,104 - The voting rights attached to each class of equity securities are set out below: ORDINARY SHARES On a show of hands every member present at a meeting in person, or by proxy, shall have one vote, and upon a poll each share shall have one vote. 38 ANNUAL REPORT 2020        CORPORATE GOVERNANCE STATEMENT - CONTINUED THE NUMBER AND CLASS OF RESTRICTED SECURITIES SUBJECT TO VOLUNTARY ESCROW THAT ARE ON ISSUE Voluntary Escrow The number and class of securities subject to Voluntary Escrow are set out below: Ordinary Shares Number Held % of Total Shares Issued Date that Voluntary Escrow Period Ends: 50% of shares issued on acquisition of Comlinx (Escrow release date - 30 June 2021) Total Substantial Shareholders 347,828 347,828 0.67% 0.67% 25.22% 22.27% 19.74% 2.64% 2.22% 1.31% 1.10% 1.07% 0.68% 0.67% 0.65% 0.51% 0.36% 0.26% 0.23% 0.22% 0.22% 0.21% 0.21% 0.20% Ordinary Shares 13,025,297 11,500,000 10,197,267 1,362,882 1,144,742 677,622 567,392 551,061 351,870 347,827 337,139 262,086 185,000 135,507 120,000 112,939 112,139 108,000 107,471 104,278 41,310,519 79.98% The 20 Largest Holders of Each Class of Quoted Equity Securities Michael Nictarios Omeros (Including Related Entities And Indirect Holdings) Brent Evans Paddon (Including Related Entities And Indirect Holdings) National Nominees Limited Jay Heddon Binks J P Morgan Nominees Australia Pty Limited CS Third Nominees Pty Limited Christopher Peter Marciano Bnp Paribas Noms Pty Ltd Scott Anthony Smith Wayne Albert Shaw Birkdale Holdings (QLD) Pty Ltd Carter Haywood Pty Ltd Ms Susan Margaret Forrester & Mr Bruce Forrester Bnp Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd Drp Mr Benjamin James Cornish Mr David Noel Groth & Mrs Kathryn Renae Taylor-Groth BM Jag Pty Ltd Mr John Francis Puttick Carter Haywood Pty Ltd Netwealth Investments Limited Total 39 ANNUAL REPORT 2020      4.0 FINANCIAL STATEMENTS 40 ANNUAL REPORT 2020FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME For Year Ended 30 June 2020 Consolidated Revenue from Contracts with Customers Other Income Expenses Data Centre & Colocation Expense Calls & Communications Expense Other Cost of Goods Sold Employee Benefits Expense Depreciation & Amortisation Expense Finance Costs Other Expenses Profit Before Income Tax Expense Income Tax Expense Profit After Income Tax Expense for the Year Attributable to members Other Comprehensive Income Other Comprehensive Income for the Year, Net of Tax Total Comprehensive Income for the Year Attributable to members Basic Earnings per Share Diluted Earnings per Share Note 2020 $ ,000 87,611 50 (3,516) (27,157) (15,343) (20,711) (9,756) (426) (3,538) 7,214 (2,181) 5,033 - - 5,033 9.749 9.716 4 5 6 6 6 6 6 6 6 7 8 8 2019 (restated)1 $ ,000 79,589 4,123 (3,501) (24,846) (13,032) (18,511) (7,956) (579) (2,482) 12,805 (2,643) 10,162 - - 10,162 Cents 20.713 20.647 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes. 41 ANNUAL REPORT 2020FINANCIAL STATEMENTS - CONTINUED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As At 30 June 2020 Consolidated Note 2020 $ ,000 2019 (restated)1 $ ,000 1 July 2018 (restated)1 $ ,000 Assets Current Assets Cash & Cash Equivalents Trade & Other Receivables Inventories Other Current Assets Total Current Assets Non-Current Assets Other Non-Current Assets Property, Plant & Equipment Intangibles Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade & Other Payables Borrowings Lease Liability Current Tax Liability Employee Benefits Unearned Income Deferred Consideration Total Current Liabilities Non-Current Liabilities Borrowings Lease Liability Employee Benefits Unearned Income Deferred Tax Total Non-Current Liabilities Total Liabilities Net Assets Equity Issued Capital Reserves Retained Profits Total Equity 9 10 11 12 12 13 14 15 16 17 18 19 20 16 17 19 20 21 22 31 23 10,435 9,328 292 2,658 22,713 198 16,778 70,354 87,330 10,325 8,920 217 2,253 21,715 204 10,397 74,844 85,445 110,043 107,160 9,310 3,925 1,426 987 1,954 2,567 - 10,732 3,924 1,149 1,046 1,872 2,384 1,392 7,013 4,357 263 857 12,490 46 6,365 36,649 43,060 55,550 6,283 3,924 1,014 977 1,293 1,015 1,968 20,169 22,499 16,474 1,600 9,523 115 342 9,349 20,929 41,098 68,945 44,321 416 24,208 68,945 5,626 2,504 239 256 11,016 19,641 42,140 65,020 43,884 155 20,981 65,020 9,128 650 186 - 4,381 14,345 30,819 24,731 12,246 361 12,124 24,731 42 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. ANNUAL REPORT 2020FINANCIAL STATEMENTS - CONTINUED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For Year Ended 30 June 2020 Share Based Payment Reserve Retained Profits (restated)1 Consolidated Balance at 1 July 2018 Profit after Income Tax for the Year Other Comprehensive Income Total Comprehensive Income for the Year Transactions with Owners, in their Capacity as Owners: Dividends Paid Performance Rights Issued Movements as a result of existing Performance Rights Employee Share Plan Shares Issued Net of Capital Raising Costs Tax Effect of Capitalised Costs Balance at 30 June 2019 (restated)1 Note 24 22 22 Consolidated Note Balance at 1 July 2019 (restated)1 Profit after Income Tax for the Year Other Comprehensive Income Total Comprehensive Income for the Year Transactions with Owners, in their Capacity as Owners: Dividends Paid Dividend Reinvestment Plan Performance Rights Issued Movements as a result of existing Performance Rights Employee Share Plan Tax Effect of Capitalised Costs Balance at 30 June 2020 24 22 22 Issued Capital $ ,000 12,246 - - - - - 327 135 31,235 (59) 43,884 $ ,000 361 - - - - 11 (147) (70) - - 155 Issued Capital $ ,000 43,884 Share Based Payment Reserve $ ,000 155 - - - - 45 - - 153 239 44,321 - - - - - 13 248 - - 416 Total Equity $ ,000 24,731 10,162 - 10,162 $ ,000 12,124 10,162 - 10,162 (1,305) (1,305) - - - - - 20,981 Retained Profits $ ,000 20,981 5,033 - 5,033 11 180 65 31,235 (59) 65,020 Total Equity $ ,000 65,020 5,033 - 5,033 (1,806) (1,806) - - - - - 45 13 248 153 239 24,208 68,945 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 43 ANNUAL REPORT 2020FINANCIAL STATEMENTS - CONTINUED CONSOLIDATED STATEMENT OF CASH FLOWS For Year Ended 30 June 2020 Consolidated Note 2020 Cash Flows from Operating Activities Receipts from Customers Payments to Suppliers & Employees Interest Received Interest Paid & Other Finance Costs Paid Income Taxes Paid Net Cash From / (Used In) Operating Activities 29(a) Cash Flows from Investing Activities Payments for Business Combinations (net of cash acquired) Payments for Property, Plant & Equipment Payments for Intangible Assets Proceeds from Sale of Property, Plant & Equipment Net Cash From / (Used In) Investing Activities Cash Flows from Financing Activities Proceeds from Issue of Shares (net of transaction costs) Proceeds from Borrowings Repayment of Borrowings Repayment of Lease Liabilities Dividends Paid Net Cash From / (Used In) Financing Activities Net Increase (Decrease) in Cash & Cash Equivalents Cash & Cash Equivalents at the Beginning of the Year Cash & Cash Equivalents at the End of the Year Non-Cash Financing Activities Shares Issued as Consideration for Business Acquisitions Assets acquired through Finance Leases Dividend Reinvestment plan 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 2019 (restated)1 $ ,000 83,224 (66,074) 17,150 35 (579) (4,092) 12,514 (24,821) (2,602) (896) 12 $ ,000 96,396 (80,691) 15,705 29 (426) (3,669) 11,639 (1,427) (4,404) (864) - (6,695) (28,307) 29(b) 9 - 2,170 (4,025) (1,219) (1,760) (4,834) 110 10,325 10,435 - - 45 25,441 - (3,502) (1,529) (1,305) 19,105 3,312 7,013 10,325 5,810 1,353 - 44 ANNUAL REPORT 20205.0NOTES TO THE FINANCIAL STATEMENTS 45 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For Year Ended 30 June 2020 These consolidated financial statements and notes represent those of Over the Wire Holdings Limited (the “Company”) and its controlled entities (the “Group”). The separate financial statements of the parent entity Over the Wire Holdings Limited have not been presented within the financial report as permitted by the Corporations Act 2001. The financial statements were authorised for issue on 20 August 2020 by the directors of the Company. NOTE 1: SIGNIFICANT ACCOUNTING POLICIES BASIS OF PREPARATION These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’). Except for cash flow information, the financial statements have been prepared on an accrual 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. A. NEW ACCOUNTING STANDARDS ADOPTED IN THE CURRENT FINANCIAL PERIOD The Group has considered the implications of new or amended Accounting Standards which have become applicable for the current financial reporting period and the Group had to change its accounting policies as a result of adopting the following standards: • AASB 16: Leases. The impact of the adoption of these standards and the respective accounting policies are disclosed in Note 3. B. NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS Accounting Standards 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: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Revised Conceptual Framework for Financial Reporting (applicable to annual reporting periods beginning on or after 1 January 2020). The revised Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Group has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the Group may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the Group's financial statements. AASB 17: Insurance Contracts (applicable to annual reporting periods beginning on or after 1 January 2021). When effective, this Standard will replace the current accounting requirements applicable to Insurance Contracts in AASB 4: Insurance Contracts and. The overall objective of AASB 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the requirements in AASB 4 which are largely based on grandfathering previous local accounting policies. This standard is not applicable to the Group. Amendments to AASB 3: Definition of a Business (applicable to annual reporting periods beginning on or after 1 January 2020). The definition of a business has been amended to help entities determine whether an acquired set of activities and assets is a business or not. They clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test. Since the amendments apply prospectively to transactions or other events that occur on or after the date of first application, the Group will not be affected by these amendments on the date of transition. Amendments to AASB 101 and 108: Definition of Material (applicable to annual reporting periods beginning on or after 1 January 2020). The purpose of the amendments is to align the definition of ‘material’ across the standards and to clarify certain aspects of the definition. The new definition states that, ’Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.’ The amendments to the definition of material is not expected to have a significant impact on the Group’s consolidated financial statements. 46 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED C. PRINCIPLES OF CONSOLIDATION The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Group (‘Company’ or ‘Parent Entity’) as at 30 June 2020 and the results of all subsidiaries for the year then ended. The Group and its subsidiaries together are referred to in these financial statements as ‘the Group’. Subsidiaries are all those entities over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The effects of potential exercisable voting rights are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. Inter-company transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the ‘Business Combinations’ accounting policy for further details. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent. Where the Group loses control over a subsidiary, it de- recognises the assets including goodwill, liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss. D. BUSINESS COMBINATIONS The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired. The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquirer’s identifiable net assets. All acquisition costs are expensed as incurred to profit or loss. 47 On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group’s operating or accounting policies and other pertinent conditions in existence at the acquisition-date. Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of contingent consideration classified as an asset or liability is recognised in profit or loss. The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non- controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer’s previously held equity interest in the acquiree. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest forms the cost of the investment. Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition- date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value. E. FOREIGN CURRENCY TRANSLATION The financial statements are presented in Australian dollars, which is the Group’s functional and presentation currency. Foreign Currency Transactions Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss. ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED F. REVENUE RECOGNITION Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable. Sale of Goods Customers obtain control of products when the goods are delivered to their premises, unless otherwise stated in the contract. Revenue is recognised at this point in time. Any deposits taken as part of a contract with a customer are recorded as a contract liability and are only recognised as revenue once the relevant performance obligation is met, in this case being the delivery of goods. Invoices are usually payable within 14 to 30 days. For contracts that permit the customer to return an item, revenue is recognised to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognised will not occur. Therefore, the amount of revenue recognised is adjusted for expected returns, which are estimated based on the historical data for specific types of goods. No provision for returns is provided for by the Group given the historical low levels of returns. All goods sold come with a manufacturer's warranty. As such, no provision for warranties is provided for by the Group. Rendering of Services Services to be provided to customers are described in each contract and revenue is recognised on the following basis: Recurring services: Recurring services (monthly services for data networks, data centre, colocation and cloud and managed services) are recognised as revenue on a monthly basis as services are provided over the term of the contract. Non-recurring services: For non-recurring services, where no breakdown of individual service performance obligations are outlined in a contract, services are taken to be provided to the customer at the conclusion of the contract, at which point revenue for these services will be recognised, otherwise revenue is recognised as each performance obligation is met based on either: • The price allocated to each performance obligation under the contract; or • Where no price has been allocated to individual performance obligations, the total revenue per the contract, allocated based on the weighted sales price for each performance obligation had they been sold individually. Where there is a difference in timing between payment milestones and completion of performance obligations the following will be recognised: • A contract liability is recognised where a payment milestone is invoiced prior to the satisfaction of performance obligations. • A contract asset is recognised where a performance obligation is met, however under the relevant contract the amount is not yet able to be invoiced. Interest Interest revenue is recognised as interest accrues using the effective interest method. This is the method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset. Other Revenue Other revenue is recognised when it is received or when the right to receive payment is established. INCOME TAX G. The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for: • When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or • When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and un-recognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously un-recognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset. 48 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously. Tax Consolidation The Company and its wholly owned Australian subsidiaries have formed a tax consolidated group with effect from 1 November 2015. The head entity within the group is Over the Wire Holdings Limited. The members of the tax-consolidated group are identified in Note 31. Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated 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. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and relevant tax credits of the members of the tax-consolidated group are recognised by Over the Wire Holdings Limited (as head entity in the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the tax- consolidated group, amounts are recognised as payable to or receivable by Over the Wire Holdings Limited and each member of the group in relation to the tax contribution amounts paid or payable between the parent entity and the other members of the tax-consolidated group in accordance with the arrangement. H. CASH AND CASH EQUIVALENTS Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown within borrowings of current liabilities on the statement of financial position. TRADE AND OTHER RECEIVABLES I. Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any loss allowance. Trade receivables are generally due for settlement within 14 to 30 days. Details about the Group’s impairment policies and the calculation of the loss allowance are provided in note 25. Other receivables are recognised at amortised cost, less any loss allowance. 49 INVENTORIES J. Finished goods are stated at the lower of cost or net realisable value, on a first-in-first-out basis. Costs of purchased inventory are determined after deducting rebates and discounts received or receivable. Stock in transit is stated at the lower of cost and net realisable value. Cost comprises purchase and delivery costs, net of rebates and discounts received or receivable. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. K. CONTRACT ASSETS AND COSTS Accrued revenue (contract assets) relate to contracts where the Group has recognised an asset for work performed and which the Group has a right to payment when performance obligations are completed. A contract asset is recognised for work previously performed. When invoicing takes place, any amount that has previously been classified as a contract asset will be reclassified to trade receivables. Contract assets are generally converted to sales invoices / trade receivable within 1-3 months of being recognised. Details about the Group’s impairment policies and the calculation of the loss allowance are provided in note 25. Contract costs (prepayments) represent external or staff costs incurred as part of satisfying a contract to a customer. Where the cost relates to a performance obligation that is satisfied at a point in time, it will be recognised in profit and loss on the date the performance obligation is met. Where the related performance obligation is satisfied over time, the cost will be amortised over the corresponding period. L. CONTRACT LIABILITIES The Group recognises two types of contract liabilities being accrued expenses and unearned income. The Group recognises unearned income where it has received or is unconditionally entitled to receive consideration before there is a transfer of goods or services to a customer. Unearned income represents the Group’s obligation to transfer goods or services to a customer for which it has received consideration. Accrued expenses are recognised when the Group has received a benefit from an employee or external source and has not yet been invoiced for the goods or services provided. The liability recognised is equal to the Group's estimate of the cost to be incurred for the goods or services received, but not yet invoiced. ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED M. PROPERTY, PLANT AND EQUIPMENT Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Depreciation is calculated on both a straight-line and diminishing value basis, depending on the asset. The depreciation method chosen is based on what is deemed the most reliable to write off the net cost of each item of property, plant and equipment over their expected useful lives. The depreciation rates used for each class of depreciable assets are: Computer, Network & IT Plant & Equipment Furniture and Fixtures Motor Vehicles Straight Line Diminishing Value 13 - 33% 15 – 67% 2½ - 33% 20 – 40% 15% N/A The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date. Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter. An item of property, plant and equipment is de-recognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. N. LEASES At the commencement of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: • The contract involves the use of an identified asset which may be specified explicitly or implicitly. The asset should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the lessor has a substantive substitution right, then the asset is not identified; • The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and • The Group has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions. For leases that contain components, the Group allocates the consideration in the lease to each component based on their relative stand-alone prices. A number of leases for office and data centre premises include options to extend the period of the lease. These options are included in the calculation of the lease liability and right of use asset where the Group is reasonably certain that the option will be exercised. Lease liabilities Lease liabilities are measured at the present value of lease payments, net of cash lease incentives that are not paid at the balance date. Lease payments are apportioned between principal repayments of the liability and finance charges using the Group’s incremental borrowing rate, calculated at the commencement of the lease. Lease payments for office and data centre premises exclude service fees such as outgoings, electricity or cleaning costs. Right of Use Assets Leased assets are capitalised at the commencement date of the lease and comprise of the following: initial lease liability amount • • add: initial direct costs incurred when entering into the lease less: lease incentives received • • add: estimate of any make good or restoration costs per the lease agreement. Right of use assets are depreciated on a straight-line basis over the useful life to the Group, commencing from the time the asset is ready for use. O. INTANGIBLE ASSETS Brand Value Brands are acquired in a business combination. Some brands are not amortised, given the Board has assessed them to have indefinite useful lives due to the strength of the brand in the market and the intention to continue using the brand indefinitely into the future. These are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Some brands are amortised where the Board has identified the Brand as likely to be transitioned to an Over the Wire Brand in the future. Right-to-Use Assets Right-to-Use assets are acquired in a business combination, whereby a right to access a specified asset is conveyed, for a period of time, in exchange for consideration. Right-to-Use assets are amortised on a straight-line basis over the period of their expected benefit, generally being the expected finite life of the underlying lease which grants the access, including the period of any options where the option is considered likely to be exercised. Right-to-Use assets are carried at cost less any accumulated amortisation and impairment losses. 50 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Goodwill Goodwill arises on the acquisition of a business combination. Goodwill is calculated as the excess sum of: • the consideration transferred; • any non-controlling interest; and • the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of net identifiable assets acquired. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed. Goodwill is allocated to the Group's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored. Customer Contracts Customer contracts and relationships acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit, being their expected finite life of approximately 10 years, based upon the Group’s historical levels of customer retention. Customer contracts are carried at cost less any accumulated amortisation and impairment losses. Internally Generated Computer Software Costs that are clearly associated with an identifiable and unique product, which will be controlled by the Group and have a profitable benefit exceeding the cost beyond one year, are recognised as intangible assets. The following criteria are required to be met before the related expenses can be capitalised as an intangible asset: • The technical feasibility of completing the intangible asset so that it will be available for use or sale. • The intention to complete the intangible asset and use or sell it. • The Group’s ability to use or sell the intangible asset. • How the intangible asset will generate probable future economic benefits. Among other things, the Group can demonstrate the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset. • The availability of adequate technical, financial and • other resources to complete the development and to use or sell the intangible asset, and Its ability to measure reliably the expenditure attributable to the intangible asset during its development. Computer software development costs recognised as assets are amortised over their useful lives, not exceeding a period of five years. 51 IMPAIRMENT OF NON-FINANCIAL ASSETS P. Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit. Q. TRADE AND OTHER PAYABLES These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition. R. BORROWINGS Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method. Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings are classified as non-current. S. FINANCE COSTS Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred, including: • • Interest on short-term and long-term borrowings Interest on finance leases T. FINANCIAL INSTRUMENTS Initial Recognition and Measurement 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 purchase or sale of the asset (i e trade date accounting is adopted). ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Financial instruments (except for trade receivables) are initially measured at fair value plus transactions costs except where the instrument is classified as ‘at fair value through profit or loss' in which case the transaction costs are expensed to profit or loss immediately. Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component. benefits associated with the asset. Financial liabilities are de-recognised where the related obligations are either discharged, cancelled or expire. 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. Classification and Subsequent Measurement • Financial Liabilities Financial liabilities are subsequently measured at amortised cost or fair value through profit or loss. All financial liabilities are subsequently measured at amortised cost using the effective interest method except for: • contingent consideration of an acquirer in a business combination to which AASB 3: Business Combinations applies • held for trading financial liabilities; or • financial liabilities initially designated as at fair value through profit or loss. Financial liabilities cannot be reclassified. • Financial Assets Financial assets are subsequently measured at amortised cost, fair value through profit or loss or fair value through other comprehensive income. Measurement is on the basis of contractual cash flow characteristics of the financial asset and the business model for managing the financial assets. Credit-impaired Financial assets At each reporting date the Group assesses whether the financial assets carried at amortised cost are credit- impaired. A financial assets is credit impaired when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. U. PROVISIONS Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost. Financial assets that meet the following conditions are subsequently measured at amortised cost: V. EMPLOYEE BENEFITS • The financial asset is managed solely to collect contractual cash flows; and • the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. Financial assets that meet the following conditions are subsequently measured at fair value through other comprehensive income: • the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates; and • the business model for managing the financial assets comprises both contractual cash flows collection and the selling of the financial asset. All other financial assets are measured at fair value through profit or loss. De-recognition 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 Wages and Salaries and Annual Leave Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Based on past experience, the Group does not expect the full amount of annual leave classified as current to be settled within the next 12 months. Long Service Leave The liability for long service leave is recognised in current and non-current liabilities, depending on the unconditional right to defer settlement of the liability for at least 12 months after the reporting date. The liability is measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Based on past experience, the Group does not expect the full amount of long service leave classified as current to be settled within the next 12 months. Expected future payments are discounted using market yields at the reporting date on Australian corporate bonds 52 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (the Milliman G100 Australian Corporate bonds discount rate at the end of June) with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. Equity-settled compensation The Group operates an employee share and performance rights plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. As performance rights do not contain any market based targets, the fair value of the rights is determined using probability weighted pricing model. The number of rights expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. Until vested, the expenses recognised are accumulated in the share based payment reserve. ISSUED CAPITAL W. 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. X. SHARE BASED PAYMENT RESERVE This reserve is used to record expenses in relation to share based payments during the vesting period of the underlying equity instruments. Y. DIVIDENDS Dividends are recognised when declared during the financial year and no longer at the discretion of the Company. Z. EARNINGS PER SHARE Basic Earnings Per Share Basic earnings per share is calculated by dividing the profit attributable to the owners of the Group, by the weighted average number of ordinary shares outstanding during the financial year. Diluted Earnings Per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. AA. GOODS AND SERVICES TAX (‘GST’) AND OTHER SIMILAR TAXES Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. 53 In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. AB. ROUNDING OF AMOUNTS The Company is of a kind referred to in ASIC Corporations (Rounding in Financial / Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off in accordance with that Legislative Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar. AC. COMPARATIVE FIGURES When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. NOTE 2: CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED CORONAVIRUS (COVID-19) PANDEMIC Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Group operates. Specific notes address the current impact upon the financial statements and uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic. IMPAIRMENT OF RECEIVABLES The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Details of the key assumptions and inputs used are disclosed in Note 25. TIMING OF SATISFACTION OF SALES PERFORMANCE OBLIGATIONS For performance obligations that are satisfied over time, the output method is used to determine the satisfaction of performance obligations, and therefore revenue recognised. This method is used due to the fact that services are provided evenly over the relevant contract period. For performance obligations that are satisfied at a point in time, revenue is deemed to be earned where the customer has taken delivery of the goods or service, the risks and rewards are transferred to the customer, and where there is a valid sales contract. TRANSACTION PRICE AND AMOUNTS ALLOCATED TO PERFORMANCE OBLIGATIONS With the exception of larger contracts entered into by Comlinx, other contracts entered into by the Group include the transaction price for each performance obligation contained within each contract. For Comlinx contracts, where the transaction price of a contract is not split out against individual performance obligations, the transaction price is allocated in proportion to stand-alone selling prices that would have been charged for each performance obligation. Stand-alone selling prices are based on the current sales prices of the Group excluding any customer or volume discounts. Since acquisition, Comlinx are adopting contract pricing policies consistent with the rest of the Group. ESTIMATION OF USEFUL LIVES OF ASSETS The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated. Technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down. GOODWILL AND OTHER INDEFINITE LIFE INTANGIBLE ASSETS The Group tests annually, or more frequently if events or changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy stated in note 1. IMPAIRMENT OF NON-FINANCIAL ASSETS OTHER THAN GOODWILL AND OTHER INDEFINITE LIFE INTANGIBLE ASSETS The Group assesses impairment of non-financial assets other than goodwill and other indefinite life intangible assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions. INCOME TAX The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities based on the Group’s current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. RECOVERY OF DEFERRED TAX ASSETS Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. 54 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED LEASE TERM Each office and data centre premises lease is assessed to determine whether any available options to extend the lease are likely to be exercised. This has resulted in a mix of cases in the assumed extension of premises leases, dependant on location and future business and operational goals of the Group. LEASE DISCOUNT RATES The discount rate used to calculate the present value of lease liabilities is the incremental borrowing rate of the Group. The incremental borrowing rate is the estimated rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right of use asset in a similar economic environment. MAKE GOOD OR RESTORATION COSTS Where office and data centre premises leases include a make good or restoration clause, an estimate of these costs is included in the value of the right to use asset where a reasonable estimate can be calculated. In the case where a reasonable estimate cannot be made, no cost is recognised until such time as amounts can be reasonably determined. VALUATION OF DEFERRED CONSIDERATION PAYABLE As the value of deferred consideration payable for business combinations is dependent upon vendors achieving revenue targets in future years, management is required to make judgements that affect the reported amounts in the financial statements. Management has used their best judgement in determining the fair value of the reported liabilities, including estimating the likelihood of achieving the revenue targets and in turn the likelihood of having to make the future payments. LONG SERVICE LEAVE PROVISION As discussed in note 1, the liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all employees at the reporting date. In determining the present values of the liability, estimates of attrition rates and pay increases through promotion and inflation have been taken into account. CREDIT RISK OF TRADE RECEIVABLES As the Group provides a loss allowance against specific trade receivables that have been identified as a higher credit risk, remaining balances are deemed to be lower risk, even if over 30 days past due. This assumption is based on historical trends of low levels of trade receivable write-offs along with consistent aging of trade receivable balances of the Group across current and prior periods. Assumptions underpinning the Group's expected credit loss model are outlined in Note 25. NOTE 3: CHANGES IN ACCOUNTING POLICIES This note describes the nature and effect of the adoption of AASB 16: Leases on the group’s financial statements and also discloses the new accounting policies that have been applied from 1 July 2019, where they are different to those applied in prior periods. AASB 16 Leases was implemented by the Group on 1 July 2019 and replaced the current requirements in AASB 117 Leases. This standard was applied retrospectively by the Group, restating comparative information as if the standard has always applied. Under AASB 16, a contract is a lease or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Under AASB 117, a lease was either a finance lease (on balance sheet) or an operating lease (off balance sheet). AASB 16 removes the distinction of operating and finance leases and requires lessees to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for the majority of lease contracts, with some minor exemptions available, of which the Group has applied the exemption regarding leases for low value assets. The lease liabilities are measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate at the commencement date of each lease. The right-of-use asset comprises the initial lease liability amount, plus initial direct costs incurred when entering into the lease, plus make good costs, less any lease incentives received. The right of use asset is depreciated over the term of the lease. Under AASB 16, the consolidated statement of comprehensive income no longer includes operating lease expenditure for contracted leases, but is impacted by the recognition of additional interest and depreciation expense. For existing finance leases previously accounted for under AASB 117, the carrying amount of the right-of-use asset and lease liability at the date of initial application shall be the carrying amount of the lease asset and lease liability immediately before the date measured applying AASB 117. 55 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED The impact on lease arrangements on adoption impacted the consolidated statement of financial position as follows: • Recognition of right of use assets • Recognition of additional current and non-current lease liabilities • De-recognition of prepayments for operating leases • Decrease in opening retained earnings The impact on the consolidated statement of comprehensive income was: • Decrease of operating lease rent expense • • Increase in depreciation expense Increase in finance costs (interest expense) The impact on the consolidated statement of cash flows was: • Decrease in payments to suppliers and employees • • Increase in finance costs Increase in payments for lease liabilities The Group has not applied any of the practical expedients included in AASB 16 as it is not applicable. (i) Group Policy At the commencement of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: • The contract involves the use of an identified asset which may be specified explicitly or implicitly. The asset should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the lessor has a substantive substitution right, then the asset is not identified; • The Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period of use; and • The Group has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions. For leases that contain components, the Group allocates the consideration in the lease to each component based on their relative stand-alone prices. A number of leases for office and data centre premises include options to extend the period of the lease. These options are included in the calculation of the lease liability and right of use asset where the Group is reasonably certain that the option will be exercised. The Group does not apply AASB 16 to intangible assets as allowed under the standard. (ii) Lease Liabilities Lease liabilities are measured at the present value of lease payments, net of cash lease incentives that are not paid at the balance date. Lease payments are apportioned between principal repayments of the liability and finance charges using the Group’s incremental borrowing rate, calculated at the commencement of the lease. Lease payments for office and data centre premises exclude service fees such as outgoings, electricity or cleaning costs. (iii) Lease Assets Leased assets are capitalised at the commencement date of the lease and comprise of the following: • initial lease liability amount • add: initial direct costs incurred when entering into the lease • less: lease incentives received • add: estimate of any make good or restoration costs per the lease agreement. Right of use assets are depreciated on a straight-line basis over the useful life to the Group, commencing from the time the asset is ready for use. 56 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (iv) Key Judgements Lease discount rates The discount rate used to calculate the present value of the lease liability is the incremental borrowing rate of the Group. The incremental borrowing rate is the estimated rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right of use asset in a similar economic environment. Lease term Each office and data centre premises lease is assessed to determine whether any available options to extend the lease are likely to be exercised. This has resulted in a mix of cases in the assumed extension of premises leases, dependant on location and future business and operational goals of the Group. Make good or restoration costs Where office and data centre premises leases include a make good or restoration clause, an estimate of these costs is included in the value of the right to use asset where a reasonable estimate can be calculated. In the case where a reasonable estimate cannot be made, no cost is recognised until such time as amounts can be reasonably determined. (v) Quantitative Impact of Initial Application of AASB 16 The tables below provide details of the impact on comparative balances upon adoption of AASB 16 due to the consolidated Group applying the full retrospective approach: Consolidated 2019 Original $ ,000 AASB 16 Adjustment $ ,000 2019 Restated $ ,000 (3,954) (6,818) (476) (3,310) 12,765 (2,628) 10,137 453 (1,138) (103) 828 40 (15) 25 Consolidated AASB 16 Adjustment Cents 0.052 0.052 2019 Original Cents 20.661 20.596 (3,501) (7,956) (579) (2,482) 12,805 (2,643) 10,162 2019 Restated Cents 20.713 20.647 Consolidated statement of Comprehensive Income Extract Expenses Data Centre & Co-Location Expense Depreciation & Amortisation Expense Finance Costs Other Expenses Profit before Income Tax Income Tax Income Tax Expense Profit after Income Tax Basic Earnings Per Share Diluted Earnings Per Share 57 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Consolidated statement of Financial Position Extract Assets Current Assets Other Current Assets Total Current Assets Non Current Assets Property, Plant and Equipment Total Non Current Assets Total Assets Current Liabilities Borrowings Lease Liability Total Current Liabilities Non Current Liabilities Borrowings Lease Liability Deferred Tax Total Non Current Liabilities Total Liabilities Net Assets Equity Retained Profits Total Equity Consolidated statement of Cash Flows Extract Cash Flows from Operating Activities Payments to Suppliers & Employees Interest Paid Net Cash From / (Used In) Operating Activities Cash Flows from Financing Activities Repayment of Borrowings Repayment of Lease Liability Net Cash From / (Used In) Financing Activities Consolidated 2019 Original $ ,000 AASB 16 Adjustment $ ,000 2019 Restated $ ,000 2,304 21,766 8,043 83,091 104,857 4,252 - 21,678 6,512 - 11,041 18,048 39,726 65,131 21,092 65,131 (51) (51) 2,354 2,354 2,303 (328) 1,149 821 (886) 2,504 (25) 1,593 2,414 (111) (111) (111) 2,253 21,715 10,397 85,445 107,160 3,924 1,149 22,499 5,626 2,504 11,016 19,641 42,140 65,020 20,981 65,020 Consolidated 2019 Original $ ,000 AASB 16 Adjustment $ ,000 2019 Restated $ ,000 (67,355) (476) 11,336 (3,853) - 20,283 1,281 (103) 1,178 351 (1,529) (1,178) (66,074) (579) 12,514 (3,502) (1,529) 19,105 58 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 4: OPERATING SEGMENTS & PRODUCT LINES The Group has identified its operating segments based on the internal reports that are reviewed and used by the Chief Operating Decision Makers (‘CODM’) in assessing performance and determining the allocation of resources. The CODM considers that the business has one reportable segment, being IT and Telecommunications. Therefore, all segment assets and liabilities, and the segment result, relate to one business segment and consequently no detailed segment analysis has been prepared. Product Lines are presented using the ‘management approach’, where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to product lines and assessing their performance. This is also the basis on which the board receive internal management results. A. DESCRIPTION OF PRODUCT LINES The Group is a profitable, high growth provider of telecommunications, cloud and IT solutions. It has a national network presence with Points of Presence (POPs) in all major Australian capital cities and Auckland, New Zealand. The Group utilises more than 20 wholesale infrastructure providers to deliver services into these POPs for delivery of a complete data and voice solution to meet each customer’s specific requirements. The Chief Operating Decision Makers (‘CODM’) consider the business from both a product and a geographic perspective and have identified four reportable Product Lines. Data Networks and Internet The Group typically enters into an initial three year contract with a customer for the establishment, provision and maintenance of its WAN. Customers include small to large businesses with single to multiple sites. The Data Networks Product Line includes the provision of internet products and services. Access to affordable, high speed and reliable connectivity is a prerequisite for consuming cloud based applications and services, facilitating transactions, and utilising IP-based communications. The Group provides high bandwidth, dependable, business grade Internet connectivity to enable Internet services, video conferencing, Software as a Service applications and online collaboration for businesses of any size. The Group supplies Internet connections matching the most appropriate technology to location and/or price requirements of its customers. Voice The Group predominately provides Session Initiation Protocol (SIP) based Internet voice solutions that offer high quality, high availability, voice calls at a lower cost to traditional telephony. Over the Wire’s voice platform supports a range of client usage scenarios, from Private Branch exchanges (PBX) to call centre diallers, for both inbound and outbound calling. Hosting The Group provides a range of private cloud-based services to its customers consisting of: Infrastructure as a Service (IaaS): Forming the base of a fully outsourced infrastructure solution. The Group offers its customers a range of IaaS platforms with cloud-based server, storage and network services. Hosted PBX: The Group provides a business-grade hosted telephony solution, eliminating the need for high capital expenditure and costly upgrade cycles to gain access to new features. Data Centre Colocation: Data Centre colocation allows customers to house their equipment, such as servers and network equipment, in the Group’s secure, highly stable and monitored data centres reducing the risk of downtime and saving on environmental infrastructure costs (such as power and air-conditioning). Security & Managed Services Managed Services: The Group offers a range of Managed Services from basic maintenance through to complete outsourced IT support and administration. This division also includes one-off project work where requested by the customer. 59 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED Equipment: The Group provides high quality equipment solutions, allowing customers to maximise their network performance and reliability. Security: The Group provides a range of customised security options including unified threat management, remote and mobile user connectivity management, content filtering, managed firewall and individualised reporting. B. PRODUCT LINE INFORMATION PROVIDED TO THE CHIEF OPERATING DECISION MAKERS (‘CODM’). The breakdown of revenue has been shown below geographically and by Product Line, split between revenue derived from the transfer of goods and services over time and at a point in time. Contract Revenue by Product Line Data Networks and Internet Voice Hosting Security & Managed Services Total Contract Revenue by Product Line Contract Revenue by Geographic Area Australasia Total Contract Revenue by Geographic Area Consolidated 2020 $ ,000 37,531 19,597 10,134 20,349 87,611 87,611 87,611 2019 $ ,000 36,959 16,417 9,075 17,138 79,589 79,589 79,589 Revenue is derived from the transfer of goods and services over time and at a point in time in the following product lines: 30 June 2020 Timing of Revenue Recognition Contract Revenue by Product Line Data Networks and Internet Voice Hosting Security & Managed Services Total Contract Revenue by Product Line 30 June 2019 Contract Revenue by Product Line Data Networks and Internet Voice Hosting Security & Managed Services Total Contract Revenue by Product Line At a point in time $ ,000 565 683 11 13,780 15,039 285 338 7 14.988 15,618 Over time $ ,000 36,966 18,914 10,123 6,569 72,572 36,674 16,079 9,068 2,150 63,971 Consolidated 2020 $ ,000 2019 $ ,000 37,531 19,597 10,134 20,349 87,611 36,959 16,417 23,028 3,185 79,589 60 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 5: OTHER INCOME Other Income Interest Income Provision for change in expected deferred consideration payable Other Sundry Income Total Other Income NOTE 6: EXPENSES Profit before income tax includes the following expenses: Data Centre & Colocation Expense Data Centre & Colocation - Cost of Sales Data Centre & Colocation - Other Expenses Total Data Centre & Colocation Expense Calls & Communications Expense Calls & Communications - Cost of Sales Calls & Communications - Other Expenses Total Calls & Communications Expense Other Cost of Goods Sold Hardware, Software & Maintenance Other Cost of Goods Sold Total Other Cost of Goods Sold Employee Benefits Salaries and Wages Superannuation Annual and Long Service Leave Share-based Payments Expense Other Employee Expenses Total Employee Benefits 61 Consolidated 2020 $ ,000 2019 $ ,000 29 (35) 56 50 35 4,058 30 4,123 Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 1,185 2,331 3,516 27,085 72 27,157 12,532 2,811 15,343 16,801 1,524 (42) 459 1,969 20,711 1,005 2,496 3,501 24,708 138 24,846 10,895 2,137 13,032 14,765 1,334 344 277 1,791 18,511 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 6: EXPENSES (CONTINUED) Depreciation Computer, Network & IT Plant & Equipment Furniture & Fittings Motor Vehicles Right of Use Assets Total Depreciation Amortisation Amortisation of Internally Generated Software Amortisation of other Intangibles Amortisation of Borrowing Costs Total Amortisation Total Depreciation & Amortisation Finance Costs Interest and Finance Charges Paid/Payable on Borrowings Interest and Finance Charges Paid/Payable on Lease Liabilities Total Finance Costs Other Expenses Legal, Accounting & Business Acquisition Costs Premises Licenses & Subscriptions Travel & Marketing Loss allowance & impairment of financial assets General Expenses Total Other Expenses Total Expenses Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 2,760 113 3 1,501 4,377 552 4,802 25 5,379 9,756 226 200 426 481 523 879 493 550 632 2,330 56 1 1,365 3,755 287 3,896 18 4,201 7,956 441 138 579 534 233 665 657 42 351 3,538 80,447 2,482 70,907 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. Expenses increased largely due to the full year impact of Comlinx and Access Digital, both of which had 8 months of results in the comparative period. 62 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 7: INCOME TAX EXPENSE Income Tax Expense Current Tax Deferred Tax – origination and reversal of temporary differences Deferred Tax – adjustment recognised for prior periods Adjustment recognised for prior periods Aggregate Income Tax Expense Deferred tax included in income tax expense comprises: (Increase) / Decrease in Deferred Tax Assets Increase / (Decrease) in Deferred Tax Liabilities Deferred Tax – origination and reversal of temporary differences Numerical Reconciliation of Income Tax Expense and Tax at Statutory Rate Profit before income tax expense Tax at the statutory rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Entertainment Amortisation of Intangibles Accounting & Legal & Business Acquisition Costs IPO Costs Provision for change in deferred consideration Other Sundry Items Adjustment recognised for prior periods Movement in Timing Differences Difference in tax balances acquired on business combinations Income Tax Expense The applicable weighted average effective tax rates are as follows: Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 3,531 (1,408) (8) 66 2,181 (1,722) 314 (1,408) 7,214 2,164 27 - - - 10 (86) (49) 66 - - 2,181 30% 4,095 (1,449) - (3) 2,643 (161) (1,288) (1,449) 12,805 3,842 24 - 34 (59) (1,218) 26 (1,193) (3) - (3) 2,643 21% 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. The applicable weighted average effective tax rate is low in 2019 due to the reduction in the Provision for Deferred Consideration taken to profit and loss, which is not subject to tax. 63 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 8: EARNINGS PER SHARE Reconciliation of Earnings to Profit or Loss Earnings Used to Calculate Basic Earnings Per Share Earnings Used to Calculate Diluted Earnings Per Share Weighted Average Number of Ordinary Shares Weighted Average Number of Ordinary Shares Outstanding During the Year Used in Calculating Basic Earnings Per Share Adjustments for calculation of diluted earnings per share: Weighted Average Number of Performance Rights Outstanding During the Year Used in Calculating Dilutive Earnings Per Share Weighted Average Number of Ordinary Shares Outstanding During the Year Used in Calculating Dilutive Earnings Per Share Basic Earnings Per Share (Cents Per Share) Diluted Earnings Per Share (Cents Per Share) Consolidated 2020 $,000 5,033 5,033 ,000 51,626 2019 (restated)1 $,000 10,162 10,162 ,000 49,062 174 157 51,800 49,219 Cents 9.749 9.716 Cents 20.713 20.647 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. Earnings per share decreased predominately due the recognition of $4,058K of other income in the prior year relating to a reduction in consideration payable for the acquisition of Comlinx, as well as lower than expected non-recurring revenue, stemming from the impact of COVID-19. NOTE 9: CASH & CASH EQUIVALENTS Cash & Cash Equivalents (Current) Cash on Hand Cash at Bank Total Cash & Cash Equivalents Consolidated 2020 $ ,000 1 10,434 10,435 2019 $ ,000 1 10,324 10,325 Reconciliation to Cash and Cash Equivalents at the End of the Financial Year The above figures are reconciled to cash and cash equivalents at the end of the financial year as shown in the statement of cash flows as follows: Balance as Above Balance as per Statement of Cash Flows 10,435 10,435 10,325 10,325 64 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 10: TRADE & OTHER RECEIVABLES The following table details the Group’s trade and other receivables exposed to credit risk with aging analysis and impairment provided for thereon. Amounts are considered ‘past due’ when the debt has not been settled with the terms and conditions agreed between the Group and the customer or counter-party to the transaction. Receivables that are past due are assessed for impairment by ascertaining the debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. Trade & Other Receivables (Current) Trade Receivables Loss allowance Term Deposits Deposits Paid Other Receivables Total Trade & Other Receivables Impairment of Receivables The Group has applied the lifetime expected loss model for calculating the loss allowance on trade receivables. The accounting policies in relation to the calculation of expected credit losses is outlined in Note 2. Assumptions underpinning the expected credit loss model and other information on credit risk is outlined in Note 25. Loss allowance at 30 June The aging of the impaired receivables provided for above are as follows: Gross Trade Receivables Less expected credit loss for specific balances Expected credit loss - Based on weighted expected loss rate on remaining balances at 2.35% for 30 June 2020 (2019: 1.09%) Additional Overlay for COVID-19 - Based on weighted expected loss rate on customers most at risk in impacted industries Refer to Note 25 for further information. Consolidated 2020 $ ,000 2019 $ ,000 7,952 (384) 7,568 257 183 1,320 9,328 7,952 (122) 7,830 (184) (78) 6,030 (191) 5,839 822 140 2,119 8,920 6,030 (127) 5,903 (64) - Total Loss Allowance (384) (191) Movements in Loss Allowance of Receivables is as Follows: Opening Balance Amounts restated through opening retained earnings Additional Provision Recognised Receivables Written off During the Year as Uncollectable Unused amount reversed Closing Balance 191 - 530 (337) - 384 303 - 156 (268) - 191 Trade and Other Receivables increased largely due to deferred payment terms offered to customers who were impacted by COVID-19. 65 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 11: INVENTORIES Inventories (Current) Finished Goods – at Net Realisable Value Total Inventories NOTE 12: OTHER ASSETS Other Assets (Current) Prepayments - Maintenance Contracts Prepayments - Other contracts Prepayments - Other Total Other Assets (Current) Other Assets (Non-current) Borrowing Costs Prepayments - Maintenance Contracts Total Other Assets (Non-current) Total Other Assets Amortisation of prepaid maintenance contracts recognised as a cost of providing services during the period 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. Consolidated 2020 $ ,000 2019 $ ,000 292 292 217 217 Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 800 1,333 525 2,658 10 188 198 2,856 2,259 1,056 779 418 2,253 32 172 204 2,457 2,498 Other assets increased due to the renegotiation of key supplier contracts which resulted in a change to the billing cycle. This should be read in conjunction with the corresponding Unearned Income - Maintenance Contracts, at Note 20. 66 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 13: PLANT & EQUIPMENT Computer, Network & IT Plant & Equipment (Non-Current) Computer, Network & IT Plant & Equipment – at cost Less: Accumulated Depreciation Furniture & Fixtures (Non-Current) Furniture & Fixtures – at cost Less: Accumulated Depreciation Motor Vehicles (Non-Current) Motor Vehicles – at cost Less: Accumulated Depreciation Right of Use (Non-Current) Right of Use Assets – at cost Less: Accumulated Depreciation Total Plant & Equipment at written Down Value Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 21,049 (14,563) 6,486 480 (415) 65 95 (89) 6 12,233 (2,012) 10,221 16,778 18,607 (11,856) 6,751 591 (428) 163 95 (86) 9 6,392 (2,918) 3,474 10,397 Reconciliations Reconciliations of the written down value at the beginning and end of the current and previous financial year are set out below: Computer, Network, IT Plant & Equipment (restated)1 $,000 4,727 1,143 2,602 566 46 (3) (2,330) 6,751 Furniture & Fixtures Motor Vehicles Right of Use Assets (restated)1 $,000 $,000 $,000 179 46 1 - - (7) (56) 163 4 - - - 6 - (1) 9 1,455 887 2,552 - (52) - (1,368) 3,474 Total $,000 6,365 2,076 5,155 566 - (10) (3,755) 10,397 Balance at 1 July 2018 Additions Through Business Combinations Additions Transfers from inventory Transfer between classes Disposals* Depreciation Expense Balance at 30 June 2019 67 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 13: PLANT & EQUIPMENT (CONTINUED) Furniture & Fixtures Motor Vehicles Right of Use Assets Computer, Network, IT Plant & Equipment $,000 6,751 - 2,496 - - (2,761) 6,486 Balance at 1 July 2019 Additions Through Business Combinations Additions Transfers from inventory Disposals Depreciation Expense Balance at 30 June 2020 $,000 163 - 15 - - (113) 65 $,000 9 - - - - (3) 6 1. * Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. During the 2018/2019 year $1,177K of assets with a written down value of nil were scrapped during the year. NOTE 14: INTANGIBLES Intangibles (Non-Current) Goodwill – at Cost Brand Value Less: Accumulated Amortisation Location and Right-to-Use Less: Accumulated Amortisation Customer Lists Less: Accumulated Amortisation Internally Generated Software Less: Accumulated Amortisation Total $,000 10,397 - $,000 3,474 - 8,247 10,758 - - (1,500) 10,221 - - (4,377) 16,778 Consolidated 2020 $ ,000 29,032 29,032 5,510 (681) 4,829 1,817 (874) 943 43,950 (10,152) 33,798 2,731 (979) 1,752 2019 $ ,000 29,032 29,032 5,510 (439) 5,071 1,817 (709) 1,108 43,950 (5,757) 38,193 1,867 (427) 1,440 Total Intangibles 70,354 74,844 68 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 14: INTANGIBLES (CONTINUED) Reconciliations Reconciliations of the written down value at the beginning and end of the current and previous financial year are set out below: Balance at 1 July 2018 Additions - Business Combinations Additions Disposals Amortisation Expense Balance at 30 June 2019 Additions - Business Combinations Additions Disposals Amortisation Expense Balance at 30 June 2020 Internally Generated Software $,000 831 - 896 - (287) 1,440 - 864 - (552) 1,752 Goodwill $,000 16,300 12,732 - - - 29,032 - - - - 29,032 Brand Value $,000 3,246 2,050 - - (225) 5,071 - - - (242) 4,829 Location & Right to Use $,000 1,274 - - - (166) 1,108 - - - (165) 943 Customer List $,000 14,998 26,700 - - (3,505) 38,193 - - - Total $,000 36,649 41,482 896 - (4,183) 74,844 - - - (4,395) 33,798 (5,354) 70,354 69 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 14: INTANGIBLES (CONTINUED) Finite Life Intangible Assets Outlined below are the carrying amounts and remaining amortisation periods of the individual intangible assets that are material to the Group’s financial statements at 30 June 2020. Remaining Amortisation Period Carrying Amount Location & Right to Use - Sanity Right to Use - WebCentral Location & Right to Use Customer List - Faktortel Customer List - Sanity Customer List - Telarus Customer List - SpiderBox Customer List - VPN Solutions Customer List - Access Digital Customer List - Comlinx Customer List Brand - Sanity Brand - Telarus Brand - VPN Solutions Brand - Access Digital Brand Internally Generated Computer Software - 2017 Internally Generated Computer Software - 2018 Internally Generated Computer Software - 2019 Internally Generated Computer Software - 2020 Internally Generated Computer Software Years 7 < 1 5 5 7 5 7 8 8 2 2 2 3 2 3 4 5 922 21 943 1,017 817 2,963 152 6,600 11,583 10,666 33,798 100 146 117 167 530 39 222 627 864 1,752 Impairment Disclosures Both goodwill and a select number of brand values are allocated to a cash generating unit, which is based on the Group’s reporting segment. As per Note 4, the Group has one reportable segment, being IT and Telecommunications. Brand Value has been recorded in relation to the acquisition of Faktortel & Comlinx, and these costs are not amortised, given the Board has assessed them to have indefinite useful lives due to the strength of the brand in the market, and the intention of the Board to continue to trade under this brand indefinitely. Instead, these Brands are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other acquired Brand values are being amortised, where the Board has assessed that the Brands will eventually be replaced in the market by the Over the Wire brand after an appropriate period of co-branding. 70 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 14: INTANGIBLES (CONTINUED) Impairment Testing of Goodwill All Goodwill is allocated to the Group’s one cash generating unit (CGU) being IT & Telecommunications. The recoverable amount of the cash-generating unit is determined based on value-in-use calculations. These calculations use the present value of cash flow projections over a 5 year period, with growth rates based on historical growth rates achieved in the past and budgets approved by management. A terminal value based on the EBITDA exit multiple method was used in the calculation. Key assumptions used for value-in-use calculations: CGU – IT & Telecommunications: EBITDA & Net Cash flow from Operations (growth rate) Discount Rate 2020 2019 13% 10% 18% 10% As the Group runs a business structure that is light on capital expenditure requirements and utilises back-to-back purchasing arrangements aligned with the contractual terms of customers contracts, revenue, cost of goods sold and overhead have not been assessed in isolation, but instead EBITDA has been used for future cash flow projections, based on the entity’s historical accuracy on forecasting EBITDA growth and its ability to manage expenses in line with revenue growth. The Discount rate has been based upon an estimate of the entity’s weighted average cost of capital, and is similar to that used in the valuation of other intangible assets such as customer lists. Impairment Charge for Goodwill As a result of the impairment testing and evaluation, the Group has determined that the carrying value of Goodwill does not exceed their value-in-use, and no impairment charge is required. Impact of possible changes in key assumptions If the growth rate for EBITDA and Net Cash flow from Operations was reduced by 50% to 6%, there would still be no impairment charge required. If the discount rate, based on an estimate of the entity’s weighted average cost of capital was increased by 50% to 15%, there would still be no impairment charge required. NOTE 15: TRADE & OTHER PAYABLES Trade & Other Payables (Current) Trade Payables GST Payable Accrued Expenses Other Payables Total Trade & Other Payables (Current) Consolidated 2020 $ ,000 4,981 1,010 2,624 695 9,310 2019 $ ,000 7,396 761 1,930 645 10,732 Trade and Other Payables decreased mainly due to the renegotiation of key supplier contracts which resulted in a change to the billing cycle. 71 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 16: BORROWINGS Borrowings (Current) Term Loan Total Borrowings (Current) Borrowings (Non-Current) Term Loan Total Borrowings (Non-Current) Consolidated 2020 $ ,000 3,925 3,925 1,600 1,600 2019 (restated)1 $ ,000 3,924 3,924 5,626 5,626 Total Borrowings 5,525 9,550 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. Term Loan This facility is secured by an interlocking guarantee and indemnity given by all entities in the Group supported by a first registered general security agreement over all present and subsequently-acquired property over each of the entities in the consolidated group. The nominal interest rate for the loan is 2.26% on top of the bank bill swap rate, with a maturity date of 31 July 2021. Loan Covenants Under the terms of the Group’s major borrowing facility, the Group is required to comply with the following financial covenants: • Debt Service Coverage Ratio must at all times exceed 1.75 times • Financial debt / EBITDA Ratio must at all times be less than 2.25x As at and during the financial year ended 30 June 2020, the Group had complied with these covenants. Facilities Available The Group has access to the following facilities, with the balance of the facilities as at 30 June 2020 being as follows: Facility Term Loan Credit Card Facilities Bank Guarantee Facilities Limit $,000  10,390 400 1,000 Used $,000 5,525 64 869 72 ANNUAL REPORT 2020  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 17: LEASE LIABILITIES The Consolidated group leases office premises, data centre premises and IT Equipment across QLD, NSW, VIC & SA. (a) Lease Liabilities Current Lease Liability - Premises Lease Liability - IT Equipment Lease Liability - Current Non-Current Lease Liability - Premises Lease Liability - IT Equipment Lease Liability - Non-Current Total Lease Liability Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 1,119 307 1,426 8,941 582 9,523 10,949 821 328 1,149 1,618 886 2,504 3,653 (b) Associated Right of Use Assets The written down value of Right of Use assets that relate to the above lease liabilities are as follows. They are also included in the line Item "Property, Plant & Equipment" in the Consolidated Statement of Financial Position (Refer Note 13). Right of Use Assets Properties/ Premises IT Equipment Total Written Down Value (Note 13) Consolidated 2020 $ ,000 9,125 1,096 10,221 2019 (restated)1 $ ,000 2,355 1,119 3,474 (c) Amounts recognised in the Consolidated Statement of Comprehensive Income The Consolidated Statement of Comprehensive Income includes the following amounts relating to leases: Right of Use Assets Depreciation charge on properties/ premises (included in depreciation and amortisation) Depreciation charge on IT equipment (included in depreciation and amortisation) Interest expense on properties/ premises (included in finance costs) Interest expense on IT Equipment (included in finance costs) (d) Cash outflows Total cash outflows for leases for the year ended 30 June 2020 was $1,419K (2019: $1,640K) 73 Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 1,235 1,138 265 174 26 230 103 35 1,700 1,506 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 17: LEASE LIABILITIES (CONTINUED) (e) Other Information Expense relating to low value leased assets The expense relating to leases of low-value assets for which no lease liability or right of use asset has been recognised was $29K for the year ended 30 June 2020 (2019: $35K). Leases not yet commenced to which the consolidated group is committed As at the date of this report, the Consolidated group has signed a new lease agreement for office premises with total cash outflows of approximately $1,534K over the next 6 years which assumes all available options will be taken up. The start date of the new lease is September 2020. Extension and termination options Extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group and not by the respective lessor. Most extension options in property leases have not been included in the lease liability, because the Group could replace the assets without significant cost or business disruption. No estimate of potential future cash outflows on available options outside of those recognised in the lease liability have been calculated on the basis that the majority of options, if taken up will trigger a rent review which could significantly alter the outflows for these additional periods. 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. NOTE 18: CURRENT TAX LIABILITY Current Tax Liability Provision For Income Tax Payable Total Current Tax Liability NOTE 19: EMPLOYEE BENEFITS Employee Benefits (Current) Provision for Long Service Leave Provision for Annual Leave Other Employee Benefits Payable Total Employee Benefits Payable (Current) Employee Benefits (Non-Current) Provision for Long Service Leave Total Employee Benefits Payable (Non-Current) Consolidated 2020 $ ,000 987 987 2019 $ ,000 1,046 1,046 Consolidated 2020 $ ,000 2019 $ ,000 820 1,134 - 1,954 115 115 570 1,302 - 1,872 239 239 Total Employee Benefits 2,069 2,111 74 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 19: EMPLOYEE BENEFITS (CONTINUED) Movement in Provisions Provision for Long Service Leave Balance at 1 July Additional Provisions Additions Through Business Combinations Amounts Used Balance at 30 June Provision for Annual Leave Balance at 1 July Additional Provisions Additions Through Business Combinations Amounts Used Balance at 30 June Consolidated 2020 $ ,000 2019 $ ,000 809 149 - (23) 935 1,302 1,039 - (1,209) 1,134 527 209 94 (21) 809 952 1,053 193 (896) 1,302 Amounts Not Expected to be Settled Within the Next 12 Months: The current provision for long service leave includes all unconditional entitlements where employees have completed the required period of service and also where employees are entitled to pro-rata payments in certain circumstances. Based on past experience the Group does not expect all employees to take the full amount of accrued long service leave or require payment within the next 12 months. NOTE 20: UNEARNED INCOME Unearned Income (Current) Customer prepayments and deposits Setup fees Unearned income - maintenance contracts Total Unearned Income (Current) Unearned income (Non-current) Unearned income - maintenance contracts Total Unearned Income (Non-Current) Total Unearned Income Revenue recognised in the reporting period that was included in unearned income at the beginning of the period Consolidated 2020 $ ,000 2019 $ ,000 1,688 19 860 2,567 342 342 2,909 2,384 1,031 15 1,338 2,384 256 256 2,640 1,015 Unearned income increased predominately due to a significant customer deposit made in June 2020 for the provision of professional services. This should be read in conjunction with the corresponding prepaid maintenance contracts, at Note 12. 75 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 21: DEFERRED TAX Deferred Tax Consist Of: Deferred Tax Assets (a) Deferred Tax Liabilities (b) Net Deferred Tax Asset / (Liability) a) Deferred Tax Assets: The Balance Comprises Temporary Differences Attributable to: Accrued Expenses Provision for Doubtful Debts Employee Benefits Claimable IPO Costs Leases Other Deferred Tax Asset Movement in Deferred Tax Assets Balance at 1 July 2018 (Charged) / Credited to Profit or Loss (Charged) / Credited through Equity Additions Through Business Combinations (Over) / Under Provision of Prior Year Balance at 30 June 2019 (Charged) / Credited to Profit or Loss (Charged) / Credited through Equity Additions Through Business Combinations (Over) / Under Provision of Prior Year Accrued Expenses $,000 144 83 Prov. for Doubtful Debts $,000 91 (55) - 34 - 261 32 - - - - 21 - 57 58 - - - Balance at 30 June 2020 293 115 Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 3,728 (13,077) (9,349) 1,746 (12,762) (11,016) 293 115 731 201 2,388 - 3,728 261 57 633 63 732 - 1,746 Employee Benefits Claimable IPO Costs Lease Liability Other Total $,000 $,000 $,000 $,000 444 110 - 79 - 633 (24) - - 122 731 100 - (37) - - 63 - 125 - 13 445 23 - 264 - 732 1,656 - - - 201 2,388 - - - - - - - - - - - $,000 1,224 161 (37) 398 - 1,746 1,722 125 - 135 3,728 76 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 21: DEFERRED TAX (CONTINUED) b) Deferred Tax Liabilities: The Balance Comprises Temporary Differences Attributable to: Accrued Revenue Provision for Change in Contingent Liability Provision for Doubtful Creditors Intangibles on Acquisitions Property Plant & Equipment Other Deferred Tax Liability Movement in Deferred Tax Liability Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 (52) - (29) (10,500) (2,500) 4 (89) - (63) (11,903) (707) - (13,077) (12,762) Accrued Revenue $,000 (202) 206 (93) - (89) 37 - - Balance at 1 July 2018 (Charged) / Credited to Profit or Loss Additions Through Business Combinations (Over) / Under Provision of Prior Year Balance at 30 June 2019 (Charged) / Credited to Profit or Loss Additions Through Business Combinations (Over) / Under Provision of Prior Year Balance at 30 June 2020 (52) Prov. for Change in Contingent Liability $,000 - - - - - - - - - Prov. for Doubtful Creditors Intangibles on Acquisitions Property, Plant & Equipment Other Total $,000 (46) (13) (4) - (63) 34 - - $,000 (4,952) 1,133 $,000 (405) (38) (8,084) (264) - - (11,903) 1,403 (707) (1,793) - - - - $,000 $,000 - - - - - 5 - (1) (5,605) 1,288 (8,445) - (12,762) (314) - - (29) (10,500) (2,500) 4 (13,077) 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. 77 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 22: ISSUED CAPITAL Issued Capital Ordinary Shares – Fully Paid Total Issued Capital Movements in ordinary share capital Balance ESOP Shares vested from Performance Rights Shares issued on Capital Raise Shares issued on Acquisitions Share placement ESOP Shares Vested from Performance Rights Employee Share Plan Tax Effect of Capitalised Costs of IPO Balance Shares issued on DRP Employee Share Plan Tax Effect of Capitalised Cost Shares issued on DRP Balance Consolidated 2020 $ ,000 44,321 44,321 Date No. of Shares Issue Price ,000 43,998 50 5,000 1,263 1,163 100 28 1 Jul 2018 23 Aug 2018 25 Oct 2018 1 Nov 2018 19 Nov 2018 10 Dec 2018 21 May 2019 30 Jun 2019 30 June 2019 51,602 10 Oct 2019 13 Dec 2019 31 Dec 2019 7 April 2020 5 33 - 11 30 June 2020 51,651 $ - 4.30 4.60 4.30 - 4.88 - 4.61 4.70 - 2.05 2019 $ ,000 43,884 43,884 Paid up Amount $,000 12,246 109 20,627 5,794 4,814 218 135 (59) 43,884 23 153 239 22 44,321 ORDINARY SHARES Ordinary shares entitle the holder to participate in dividends and the proceeds of winding up the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value. On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote. SHARE BASED PAYMENTS - EMPLOYEE SHARES On 21 May 2020, 32,648 ordinary shares were issued to employees under an Employee Share Plan with an issue price of $4.70 per share and for nil consideration. Shares acquired under this plan carry all of the same rights and obligations of other shares, except for any rights attaching to shares by reference to a record date prior to the date of issue or transfer. Further details of the shares issued under the Employee Share Plan are set out in note 31. SHARE BASED PAYMENTS – PERFORMANCE RIGHTS On 13 December 2019, the Group issued 115,387 performance rights to key management personnel and select senior staff under an Employee Share Plan as a means of rewarding and incentivising key employees. Further details of the performance rights, including details of rights issued during the financial year, are set out in note 31. 78 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 22: ISSUED CAPITAL (CONTINUED) CAPITAL RISK MANAGEMENT The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits to other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. Based on the current capital structure, issued capital is the only balance that the Group manages as capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Group is subject to certain financing arrangement covenants and meeting these are given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year. The capital risk management policy remains unchanged from the 30 June 2019 Annual Report. NOTE 23: RETAINED PROFITS Retained Profits Retained Profits at the Beginning of the Financial Year Profits After Income Tax Expense for the Financial Year Dividends Paid Retained Profits at the End of the Financial Year 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. NOTE 24: EQUITY – DIVIDENDS Dividends Interim fully franked ordinary dividend of 1.50 cents per share franked at the tax rate of 30% (2019: 1.25 cents per share fully franked at 30%) Final fully franked ordinary dividend of 2.00 cents per share franked at the tax rate of 30% (2019: 1.50 cents per share fully franked at 30%) Consolidated 2020 $ ,000 20,981 5,033 (1,806) 24,208 2019 (restated)1 $ ,000 12,124 10,162 (1,305) 20,981 Consolidated 2020 $,000 774 1,032 2019 $,000 644 661 Total Dividends for the Financial Year 1,806 1,305 Subsequent to year-end, on 20 August 2020, the Company declared a fully franked final dividend of 2.25 cents per share, for the year ended 30 June 2020. The dates of the dividend are as follows: Ex date Record Date DRP Election Date Payment Date 14 September 2020 15 September 2020 16 September 2020 15 October 2020 As this final dividend was declared subsequent to year-end, no provision has been made in the accounts for the dividend. 79 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 24: EQUITY – DIVIDENDS (CONTINUED) Franking Credits Franking Credits Available at the Reporting Date Based on a Tax Rate of 30% Franking Credits that Will Arise From the Payment of the Amount of the Provision for Income Tax at the Reporting Date Based on a Tax Rate of 30% Consolidated 2020 $,000 12,944 987 2019 $,000 10,042 1,046 Franking Credits available for Subsequent Financial Years based on a Tax Rate of 30% 13,931 11,088 NOTE 25: FINANCIAL RISK MANAGEMENT FINANCIAL RISK MANAGEMENT OBJECTIVES The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, accounts receivable and payable, loans to and from subsidiaries, and leases. The main purpose of non-derivative financial instruments is to raise finance for Group operations. The Group does not have any derivative instruments at 30 June 2020 or 30 June 2019. The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in the accounting policies to these financial statements, are as follows. Financial Assets Cash & Cash Equivalents (Note 9) Trade & Other Receivables (Note 10) Total Financial Assets Financial Liabilities Trade & Other Payables (Note 15) Borrowings (Note 16) Lease Liabilities (Note 17) Total Financial Liabilities Consolidated 2020 $ ,000 10,435 9,328 19,763 9,310 5,525 10,211 25,046 2019 (restated)1 $ ,000 10,325 8,920 19,245 10,732 9,550 3,653 23,935 TREASURY RISK MANAGEMENT The Boards overall risk management strategy seeks to assist the consolidated group in meeting its financial targets, whilst minimising potential adverse effects on financial performance. FINANCIAL RISK EXPOSURES AND MANAGEMENT The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity risk and credit risk. FOREIGN CURRENCY RISK The Group has no material exposure to fluctuations in foreign currencies. 80 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 25: FINANCIAL RISK MANAGEMENT (CONTINUED) LIQUIDITY RISK Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable. The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate unutilised borrowing facilities are maintained. Cash flows realised from financial assets in the table below reflect management’s expectation as to the timing of realisation. Actual timing may therefore defer from that disclosed. Contracted maturities at 30 June 2019 Cash & Cash Equivalents Trade and Other Receivables Total Contracted maturities at 30 June 2020 Cash & Cash Equivalents Trade and Other Receivables Total 0 – 12 Months $ ,000 10,325 8,920 19,245 0 – 12 Months $ ,000 10,435 9,328 19,763 1 – 2 Years $ ,000 - - - 1 – 2 Years $ ,000 - - - 2 – 5 Years $ ,000 - - - 2 – 5 Years $ ,000 - - - > 5 Years $ ,000 - - - > 5 Years $ ,000 - - - Total Cash Flows Carrying Amount $ ,000 10,325 8,920 $ ,000 10,325 8,920 19,245 19,245 Total Cash Flows Carrying Amount $ ,000 10,435 9,328 19,763 $ ,000 10,435 9,328 19,763 The Group has recognised a loss of $530K (2019: $156K) in profit and loss in respect of impairment of receivables for the year ended 30 June 2020. The movements in the provision for impairment of receivables were outlined in Note 10. The table below sets out the maturity periods of the financial liabilities of the consolidated group as at 30 June 2020 and 30 June 2019. All carrying amounts of equipment finance are discounted contractual cash flows. Contracted maturities at 30 June 2019 Trade & Other Payables Borrowings Lease Liabilities Total Contracted maturities at 30 June 2020 Trade & Other Payables Borrowings Lease Liabilities Total 81 < 6 Months 6 – 12 Months 1 – 2 Years 2 – 5 Years > 5 Years Total Cash Flows Carrying Amount $ ,000s 10,732 2,289 770 13,791 $ ,000s $ ,000s $ ,000s $ ,000s $ ,000s $ ,000s - - - 1,635 486 2,121 3,925 774 4,699 1 – 2 Years 2,145 1,630 3,775 2 – 5 Years - - 288 288 10,732 10,732 9,994 3,948 9,550 3,353 24,674 23,935 > 5 Years Total Cash Flows Carrying Amount < 6 Months 6 – 12 Months $ ,000s 9,310 1,962 846 12,118 $ ,000s $ ,000s $ ,000s $ ,000s $ ,000s $ ,000s - - 1,962 920 2,882 1,690 1,838 3,528 - - 2,687 2,687 - - 6,139 6,139 9,310 9,310 5,614 12,430 27,354 5,525 10,949 25,784 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 25: FINANCIAL RISK MANAGEMENT (CONTINUED) CREDIT RISK The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the balance sheet and notes to the financial statements. There are no material amounts of collateral held as security at 30 June 2020 or 30 June 2019. Credit risk is managed on a Group basis and reviewed regularly by the Board. It arises from exposures to customers as well as through deposits with financial institutions. The Board monitors credit risk by actively assessing the rating quality and liquidity of counter parties: • only major Australian banks and financial institutions are utilised; • potential customers with a monthly spend in excess of $1,000 are often rated for credit worthiness taking into account their size, market position and financial standing; and • customers that do not meet the Group’s strict credit policies may only purchase in cash or using recognised credit cards. Due to the Coronavirus (COVID-19) pandemic, the calculation of expected credit losses has been revised as at 30 June 2020 and rates have increased to account for the increased uncertainty. The adjustment to loss rates has been made with reference to the industries in which our customers operate and the expected impact of COVID-19 to that industry. The following table provides information regarding the credit risk relating to cash and money market securities based on Moody’s counter-party credit ratings. Cash & Cash Equivalents Aa3 Rated A1 Rated A3 Rated Unallocated Consolidated 2020 $ ,000 10,409 5 20 1 2019 $ ,000 10,131 193 - 1 Total Cash & Cash Equivalents 10,435 10,325 The following table summarises the assumptions underpinning the consolidated group's expected credit loss model. Category Consolidated group definition of category Performing Customers have a low risk of default and a strong capacity to meet contractual cash flows Under-performing Non-performing Balances are past due, however there is no further indication that interest or principal repayments will be unrecoverable Basis for recognition of expected credit loss provision 12 month expected losses for Cash & Cash Equivalents. Lifetime expected losses for Trade & Other Receivables Lifetime expected losses Balances are past due and there are other indicators that interest or principal repayments will be unrecoverable Lifetime expected losses for Cash & Cash Equivalents. Full balance of specific customer for Trade & Other Receivables Write-off Confirmation that amounts will not be recovered Asset is written off The consolidated group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the consolidated group. 82 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 25: FINANCIAL RISK MANAGEMENT (CONTINUED) INTEREST RATE AND MARKET RISK Market risk is the risk that changes in market prices, such as interest rates will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns. All of the Group’s equipment finance leases are at a fixed interest rate, and while the Group has term debt, the pricing is a fixed margin above BBSY, the Group has significant cash and cash equivalents, and generally maintains a Debt-to-EBITDA ratio of less than 1:1, and accordingly the Directors consider interest rate and market risk to be low. SENSITIVITY ANALYSIS A change in interest rates on the Term Loan would have the following impact on the post-tax profit over the remainder of the expected term of the loan: 2% Decrease in Interest Rates 1% Decrease in Interest Rates 1% Increase in Interest Rates 2% Increase in Interest Rates 3% Increase in Interest Rates Consolidated 2021 $ ,000 2022 $ ,000 76 38 (39) (78) (117) 4 2 (2) (4) (6) DEBT MATURITY AND REFINANCING RISK Refinancing risk is the risk that the Company is not able to refinance the full amount of its ongoing debt requirements on appropriate terms and pricing. To reduce this risk, the Group maintains significant cash and cash equivalents, generally maintains a Debt-to-EBITDA ratio of less than 1:1 making the Company an attractive lending proposition, and maintains regular contact and good relationships with a variety of debt and equity funding institutions. 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. NOTE 26: REMUNERATION OF AUDITORS Consolidated 2020 $ ,000 2019 $ ,000 107 19 126 102 22 124 During the financial year the following fees were paid or payable for services provided by PKF Brisbane Audit, the auditor of the Group PKF Brisbane Audit Audit Services PKF Brisbane Pty Ltd Other Services – Tax compliance services Total NOTE 27: CONTINGENT ASSETS & LIABILITIES CONTINGENT ASSETS The Group had no contingent assets as at 30 June 2020 or 30 June 2019. CONTINGENT LIABILITIES The Group had no contingent liabilities as at 30 June 2020 or 30 June 2019. 83 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 28: CASH FLOW INFORMATION (a) Reconciliation of Cash Flows from Operations with Profit After Income Tax Profit After Income Tax Non cash flows in profit/(loss): Depreciation Amortisation Provision for Doubtful Debts (Write-down) / Increase of Earn-out Payments Other Non Cash Movements Changes in Assets and Liabilities (Increase) / Decrease in Trade and Other Receivables (Increase)/ Decrease in Inventories (Increase)/ Decrease in Other Assets (Decrease)/ Increase in Deferred Tax Liabilities (Decrease)/ Increase in Payables (Decrease)/ Increase in Unearned Income (Decrease)/ Increase in Provisions (Decrease)/ Increase in Current Tax Liabilities Net Cash Flows from Operating Activities Consolidated 2020 $ ,000 2019 (restated)1 $ ,000 5,033 10,162 4,377 5,379 193 - 646 (215) (75) (399) (1,428) (2,040) 269 (42) (59) 3,755 4,201 (226) (4,058) 212 (2,754) 255 1,025 (1,412) 2,644 (1,656) 344 22 11,639 12,514 84 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 28: CASH FLOW INFORMATION (CONTINUED) (b) Reconciliation of Cash Flows from Financing Activities Balance at 1 July 2018 Dividends declared Shares issued Lease Liability $ ,000 1,664 - - Term Loan Dividends Payable $ ,000 13,053 - - $ ,000 - 1,305 Shares Issued $ ,000 - - Total $ ,000 14,717 1,305 - (25,441) (25,441) Net cash provided by/ (used in) financing activities (1,529) (3,502) (1,305) 25,441 19,105 Acquisition of leases Other changes Balance at 30 June 2019 Dividends declared Shares issued Net cash provided by/ (used in) financing activities Acquisition of leases Other changes Balance at 30 June 2020 2,132 1,386 3,653 - - - 9,551 - - 9,51 (4,025) 6,345 - 10,949 - - 5,525 - - 1,806 (46) (1,760) - - - - - - - - - - - 1. Reclassified and measured amounts due to introduction of AASB 16 - see note 3 for details. NOTE 29: PARENT INFORMATION The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting Standards. PARENT ENTITY STATEMENT OF FINANCIAL POSITION As At 30 June 2020 Assets Current Assets Non-Current Assets Total Assets Liabilities Current Liabilities Non-Current Liabilities Total Liabilities Net Assets Equity Issued Capital Reserves Retained Profits Total Equity 85 2020 $ ,000 3,452 64,245 67,697 18,017 1,600 19,617 48,080 44,321 416 3,343 48,080 2,132 1,386 13,204 1,806 (46) (4,834) 6,345 - 16,473 2019 $ ,000 10,938 64,010 74,948 21,467 5,626 27,093 47,855 43,884 126 3,845 47,855 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 29: PARENT INFORMATION (CONTINUED) PARENT ENTITY STATEMENT OF COMPREHENSIVE INCOME For Year Ended 30 June 2020 Total Profit Total Comprehensive Income 2020 $ ,000 1,309 1,309 2019 $ ,000 5,509 5,509 GUARANTEES AND CONTRACTUAL COMMITMENTS During the reporting period, Over the Wire Holdings Limited has a parent guarantee in place over the credit card facilities operated by two of its subsidiaries (OTW Corp Pty Ltd and Over the Wire Ptd Ltd) totalling $400,000, as well as a bank guarantee facility totalling $1,000,000. CONTINGENT LIABILITIES The parent entity did not have any contingent liabilities as at 30 June 2020 or 30 June 2019. NOTE 30: RELATED PARTY TRANSACTIONS Over the Wire Holdings Limited is the ultimate parent entity in the wholly owned Group comprising the Company and its wholly owned controlled entities. Transactions between the Company and its controlled entities have been eliminated in the consolidated financial statements. The aggregate amounts of transactions between the Company and its controlled entities are in the respective classification categories in the financial statements. The nature, terms and conditions of each different type of transaction area are as follows: • Fees charged by OTW Corp Pty Ltd to the members of the Group are in respect of the Company acting as a central provider of corporate services to the Group, including employing all staff, providing office and administration services. • Management fees charged by Over the Wire Holdings Limited to cover the costs of being listed on the Australian Securities Exchange. • A limited number of re-charged costs between Over the Wire Pty Ltd, Netsip Pty Ltd, Faktortel Pty Ltd, Telarus Pty Ltd and Comlinx Pty Ltd, for discretionary operational reasons such as ease of reconciliations, facilitating a customer to receive a single invoice despite ordering services from multiple companies, etc. • Operational Loans for day-to-day working capital between the Company and its controlled entities are unsecured and advanced on an interest free basis. KEY MANAGEMENT PERSONNEL (KMP) COMPENSATION Short –Term Employee Benefits Long-Term Employee Benefits Post-Employment Benefits Termination Payments Share based Payments Key Management Personnel Detailed remuneration disclosures are provided in the remuneration report on pages 16 to 22. Consolidated 2020 $ ,000 1,780 21 115 - 148 2019 $ ,000 1,669 19 102 - 143 2,064 1,933 86 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 31: SHARE-BASED PAYMENTS - PERFORMANCE RIGHTS EMPLOYEE SHARE PLAN The Employee Share Plan was established to assist in maintaining a Company culture of promoting employee ownership. Under the plan, employees who are employed on the anniversary of the Group's listing date are eligible to receive $1,000 of shares in the Company. The table below summarises details of shares issued to eligible employees under the Group's Employee Share Plan. Issue Date Number of shares issued Eligibility date Share price on eligibility date Consideration Escrow period (from issue date) Expense recognised in profit and loss Consolidated 2020 2019 13 Dec 2019 21 May 2019 32,648 27,744 31 Oct 2019 31 Oct 2018 $4.70 - 3 years $153,446 $4.88 - 3 years $135,391 PERFORMANCE RIGHTS In line with its remuneration policy, the Board approved the issue of performance rights under the OTW Performance Rights Plan to key management personnel. The Performance Rights will not give the holder a legal or beneficial interest in ordinary fully paid shares in Over the Wire until those Performance Rights vest. Prior to vesting, Performance Rights do not carry a right to vote or receive dividends. When the Performance Rights have vested, ordinary fully paid shares will be allocated, and these shares will rank equally with existing Over the Wire Shares. 87 ANNUAL REPORT 2020 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 31: SHARE-BASED PAYMENTS - PERFORMANCE RIGHTS (CONTINUED) The Performance Rights over Ordinary Shares have been issued in tranches as set out below. Issue Date 1 April 2018 1 June 2019 29 May 2020 Vesting Date & Test Date 30 September 2020 30 September 2021 30 September 2022 2018 2019 2020 Expiry Date Exercise Price Amount Payable on Grant Grant Date Value Performance Hurdles Performance Rights Granted to: Mike Stabb Ben Cornish Gary Pittorino Scott Smith Ben Melville Other Senior Staff Fair Value of Performance Rights Issued 30 June 2019 Mike Stabb* Ben Cornish* Gary Pittorino* Other Senior Staff TOTAL 31 October 2020 31 October 2021 31 October 2022 $0.00 $0.00 $2.77 $0.00 $0.00 $4.88 $0.00 $0.00 $2.88 Service Tenure & EPS absolute Compound Annual Growth Rate hurdle from FY2017 to FY2020: <10% p.a. 0% 10%-15% 50-100% pro-rata >15% pa 100% Service Tenure & EPS absolute Compound Annual Growth Rate hurdle from FY2018 to FY2021: <10% p.a. 0% 10%-15% 50-100% pro-rata >15% pa 100% Service Tenure & EPS absolute Compound Annual Growth Rate hurdle from FY2019 to FY2022: <10% p.a. 0% 10%-15% 50-100% pro-rata >15% pa 100% 29,920 29,920 - - - 13,333 13,333 10,400 - - 39,892 26,667 Granted Vested Forfeited Opening Balance Qty 104,920 104,920 - 39,892 Qty 13,333 13,333 10,400 26,667 Qty (75,000) (75,000) - % 100 100 - Qty % - - - - - - - - 249,732 63,733 (150,000) 100 20,067 20,067 20,067 8,362 3,345 43,479 Share- Based Payment Reserve $ 45,422 45,422 1,785 62,088 Closing Balance Qty 43,253 43,253 10,400 66,559 163,465 154,717 88 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 31: SHARE-BASED PAYMENTS - PERFORMANCE RIGHTS (CONTINUED) Granted Vested Forfeited 30 June 2020 Mike Stabb*1 Ben Cornish* Gary Pittorino* Scott Smith*2 Ben Melville*2 Opening Balance Qty 43,253 43,253 10,400 - - Other Senior Staff 66,559 TOTAL 163,465 115,387 1 Ceased role as Chief Financial Officer on 9 March 2020 2 Appointed 9 March 2020 * Indicates KMP Qty 20,067 20,067 20,067 8,362 3,345 43,479 Qty % Qty % - - - - - - - - - - - - - - - - - - - - - - - - Closing Balance Qty 63,320 63,320 30,467 8,362 3,345 110,038 278,852 Share- Based Payment Reserve $ 110,195 110,195 25,795 929 372 168,924 416,410 The weighted average fair value of the performance rights granted to employees has been calculated by an independent valuer at the date the performance rights were granted. The weighted average fair value of performance rights granted is set out below. This value was calculated using the Black- Scholes pricing model applying the following inputs: Weighted average fair value Weighted average life of the rights Expected share price volatility Risk-free interest rate Consolidated 2020 $2.878 2019 $4.881 2.3 Years 2.3 Years 48.0% 0.26% 41.0% 1.10% Historical share price volatility has been the basis for determining expected share price volatility as it is assumed that this is indicative of future volatility. 89 ANNUAL REPORT 2020NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED NOTE 32: SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policies described in Note1: Consolidated 2020 2019 Name of Entity Over the Wire Pty Ltd Netsip Pty Ltd Faktortel Pty Ltd (Acquired 28 July 2015) Faktortel Holdings Pty Ltd (Acquired 28 July 2015) Aero Telecom Pty Ltd (Acquired 28 July 2015) Sanity Holdings Pty Ltd ( Acquired 30 November 2015) OTW Corp Pty Ltd ( Registered 25 September 2015) Telarus Pty Ltd ( Acquired 16 January 2017) VPN Solutions Pty Ltd (Acquired 1 November 2017) Access Digital Networks Pty Ltd (Acquired 1 November 2018) Comlinx Pty Ltd (Acquired 1 November 2018) NOTE 33: SUBSEQUENT EVENTS Country of Incorporation Equity Holding Equity Holding Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia Australia 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 % DIVIDEND DECLARED On 20 August 2020, the Company declared a fully franked final dividend of 2.25 cents per share, for the year ended 30 June 2020. The dates of the dividend are as follows: Ex date Record Date DRP Election Close Date Payment Date 14 September 2020 15 September 2020 16 September 2020 15 October 2020 As this final dividend was declared subsequent to year-end, no provision has been made in the accounts for the dividend. ACQUISITION On 11 August 2020, the Group signed a share purchase agreement to acquire 100% of the share capital in J2 Australia Cloud Connect Pty Ltd and 100% of the share capital in Zintel Communications Limited. The acquisition is due to settle on 31 August 2020, for consideration of $36,000K plus an adjustment for working capital. The acquisition of both of the above businesses will strengthen the Group’s inbound call capability, while also providing significant opportunities when combined with our existing outbound and hosted telephony platforms. Details regarding the assets and liabilities acquired is not available at the date of this report as the transfer of ownership of the business will be on 31 August 2020. Except for the above, no other matter or circumstances have arisen since the end of the financial period which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods. 90 ANNUAL REPORT 2020 6.0 DIRECTORS’ DECLARATION 91 ANNUAL REPORT 2020DIRECTORS' DECLARATION DIRECTORS’ DECLARATION In the directors’ opinion: i The financial statements and notes set out on pages 23 to 71 are in accordance with the Corporations Act 2001, including: a complying with Accounting Standards, which, as stated in accounting policy Note 1 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS) and the Corporations Regulations 2001; and giving a true and fair view of the financial position as at 30 June 2020 and of the performance for the year ended on that date of the Company and consolidated Group; ii There are reasonable grounds to believe that the consolidated Group will be able to pay its b debts as and when they become due and payable. The directors have been given the declarations by the Chief Executive Officer and the Chief Financial Officer required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the Board of Directors. Michael Omeros Managing Director Brisbane 20 August 2020 John Puttick Chair Person Brisbane 20 August 2020 92 ANNUAL REPORT 2020 7.0 INDEPENDENT AUDITOR’S REPORT 93 ANNUAL REPORT 2020 INDEPENDENT AUDITOR'S REPORT INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF OVER THE WIRE HOLDINGS LIMITED Report on the Financial Report Opinion We have audited the accompanying financial report of Over the Wire Holdings Limited (the company), which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the company and the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. In our opinion the financial report of Over the Wire Holdings Limited is in accordance with the Corporations Act 2001, including: a) Giving a true and fair view of the consolidated entity’s financial position as at 30 June 2020 and of its performance for the year ended on that date; and b) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the consolidated entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. 94 ANNUAL REPORT 2020 INDEPENDENT AUDITOR'S REPORT - CONTINUED 1. Implementation of AASB 16 Leases Why significant How our audit addressed the key audit matter We have evaluated the application of AASB 16 and tested the resulting impact on the consolidated statement of financial position and consolidated statement of comprehensive income. We have assessed whether the accounting regarding leases is consistent with the definitions of AASB 16 including factors such as lease term, discount rate and measurement principles. Specifically, our work in this area included: • Discussions with management regarding the first- time checking calculations on transition, including adjustments to opening balances; adoption methodology and • Assessing the integrity of the consolidated entity’s AASB 16 lease workings and calculations prepared by management; • Assessing key judgements, including the internal • borrowing rate and renewal dates; For a sample of leases, we agreed the consolidated entity’s inputs in the AASB 16 lease calculation model in relation to those leases such as key dates, fixed and variable rent payments, renewal options and the to underlying signed lease agreements; the relevant incentives, terms of • Substantive testing of capitalised lease calculations and the relevant unwinding of the lease asset and lease liability; and • Assessing the adequacy of the disclosures made financial the consolidated in by management statements The 30 June 2020 financial year was the first year of adoption of Australian Accounting Standard AASB 16 Leases. The consolidated entity has a significant volume of leases by value over property and data centres. AASB 16 replaces the existing standard AASB 117 and specifies how a Company will recognise, measure, present and disclose leases. The Standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. The implementation of AASB 16 is considered a key audit matter due to: • the complexity and judgements involved in the application of AASB 16; and the material adjustment to the entity’s assets and liabilities as at 30 June 2019 and 1 July 2018 as a result of the implementation of AASB 16. • The full retrospective approach was applied for the conversion to AASB 16. Accordingly, the comparable figures in prior periods have been restated. The consolidated entity has disclosed its adoption of AASB 16, including key judgements, in the note 3 to the consolidated financial statements. 95 ANNUAL REPORT 2020 INDEPENDENT AUDITOR'S REPORT - CONTINUED 2. Impairment testing of intangible assets Why significant How our audit addressed the key audit matter As at 30 June 2020 the carrying value of intangible assets was $70.35m (2019: $74.84m), as disclosed in Note 14. This represents 64% of total assets. Our work included, but was not limited to, the following procedures: • assessing and challenging: The consolidated entity’s accounting policy in respect of intangible assets is outlined in Note 1. An annual impairment test for goodwill and other indefinite life intangible assets is required under Australian Accounting Standard (AASB) 136 Impairment of Assets. The evaluation of the recoverable amount requires the consolidated entity to exercise significant judgement in determining the key assumptions, which include: • 5-year cash flow forecast; • Terminal growth factor; • Discount rate; and • The determination that the consolidated entity has one CGU, being the whole consolidated entity. The outcome of the impairment assessment could vary if different assumptions were applied. As a result, the evaluation of the recoverable amount of intangible assets including goodwill is an area of significant estimation and judgement. o o o o the FY21 budget by comparing the budget to FY20 and FY19 actuals; the assumptions used for the growth rate by comparing normalised average growth rate from FY19 to FY20 to the growth rate adopted in the impairment model; the key assumptions for long term growth in the forecast cash flows by comparing them to historical results and industry forecast deferrals in light of the COVID-19 pandemic; and the discount rate applied by comparing the WACC to industry benchmarks. • testing, on a sample basis, the mathematical accuracy of the cash flow models; • agreeing inputs in the cash flow models to relevant data including approved budgets and latest forecasts; and • performing sensitivity analysis in relation to key assumptions including discount rate, growth rate and terminal value. Additionally, as part of our procedures, we assessed • the determination of Cash Generating Units (CGUs); and the appropriateness of the disclosures including those relating to sensitivities in the assumptions used, included in Note 14. • 96 ANNUAL REPORT 2020 INDEPENDENT AUDITOR'S REPORT - CONTINUED 3. Recognition of revenue Why significant How our audit addressed the key audit matter The recognition of revenue, totalling $87.66m and associated unearned income liabilities of $2.91m is considered a key audit matter due to the number of different revenue streams and the complexity in the nature and timing of revenue generated by the consolidated entity through each stream. Note 4 to the financial statements details the revenue streams of the consolidated entity and associated accounting policies. Revenue amounts are disclosed in the Consolidated Statement of Comprehensive Income, and associated unearned income liabilities are disclosed in Note 20 and the Consolidated Statement of Financial Position. Our work included, but was not limited to, the following procedures: We performed procedures on the significant revenue streams as noted below and as disclosed in Note 4 to the financial statements: • Data networks and internet; • Voice; • Cloud and managed services; and • Data centre co-location. For a sample of contracts across each of the revenue streams, we evaluated the individual contract where applicable and agreed revenue amounts to the financial statements and other records such as bank statements. As part of these procedures we assessed the values recorded and the timing of recognition over the service period. We considered the adequacy of the consolidated entity’s revenue recognition accounting policies and assessed compliance with the policies in terms of applicable Australian Accounting Standards. Other Information The Directors of the company are responsible for the Other Information in the annual report. Other Information is financial and non-financial information in the annual report of the consolidated entity for the year ended 30 June 2020, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the Other Information and, accordingly, the auditor does not and will not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report. In connection with our audit of the financial report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information in the Financial Report and based on the work we have performed on the Other Information that we obtained prior the date of this Auditor’s Report we have nothing to report. Directors’ Responsibilities for the Financial Report The Directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such 97 ANNUAL REPORT 2020 INDEPENDENT AUDITOR'S REPORT - CONTINUED internal control as the Directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the Directors are responsible for assessing the consolidated entity’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the consolidated entity or to cease operations, or have no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the consolidated entity’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. • Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the consolidated entity’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the consolidated entity to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the consolidated entity to express an opinion on the group financial report. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 98 ANNUAL REPORT 2020 INDEPENDENT AUDITOR'S REPORT - CONTINUED We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2020. The Directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Opinion We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2020. In our opinion, the Remuneration Report of Over the Wire Holdings Limited for the year ended 30 June 2020, complies with section 300A of the Corporations Act 2001. Responsibilities The Directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. PKF BRISBANE AUDIT CAMERON BRADLEY PARTNER 20 AUGUST 2020 BRISBANE 99 ANNUAL REPORT 2020 CONTACT DETAILS WEBSITE www.overthewire.com.au EMAIL info@overthewire.com.au PHONE 1300 689 689 +61 7 3847 9292 BRISBANE Level 24, 100 Creek Street Brisbane QLD 4000 +61 7 3847 9292 SYDNEY Level 9, 33 York Street Sydney NSW 2000 +61 2 9191 9333 MELBOURNE Level 8, 473 Bourke Street Melbourne VIC 3000 +61 3 9938 8222 ADELAIDE 168 Greenhill Rd Parkside SA 5063 +61 8 7100 0600 Over the Wire 100 ANNUAL REPORT 2020 101 ANNUAL REPORT 2020Over the Wire www.overthewire.com.au | 1300 689 689 

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