2017
SUPERLOOP
ANNUAL REPORT
www.superloop.com
Superloop Limited | ABN 96 169 263 094
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
2
2017
ANNUAL REPORT
TABLE OF CONTENTS
Letter from the Chairman
Report from Chief Executive Officer
Business Overview
Directors’ Report
Auditor’s Independence Declaration
Corporate Governance Statement
Financial Report
Notes to the Consolidated Financial Report
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
ANNUAL REPORT 2017
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Letter from the Chairman
On behalf of the Board of Directors of Superloop Limited, it is my pleasure to present our Annual Report for
the year ended 30 June 2017 (FY17).
In June this year, your Board decided to appoint me as its Chairman, and I am honoured to have the opportunity
of guiding the Group through its next growth phase alongside our CEO, Bevan Slattery, the diverse board, and
the highly talented management team. This was the fortunate result of Bevan agreeing to stay on as CEO for
at least the next three years, an endorsement of his genuine belief and enthusiasm in your company.
Superloop is a young company, having been established in 2014, and listed in 2015. The Group has grown very
quickly, and the past financial year saw several significant outcomes achieved:
• Launch of the Hong Kong network and expansion of the Singapore network to strategic locations, with
•
•
infrastructure now in place to underpin growth in the Asia-Pacific region;
15-year capacity agreement with Vocus providing significant additional coverage to the Australian network;
Joined with our fellow team members in the BigAir Group in December 2016, and commenced integration
and realisation of revenue and cost synergies;
• Acquired SubPartners in April 2017;
• Grew talent base from less than 50 to over 315, with key appointments made to further strengthen the
Board and senior management; and
• Achieved positive EBITDA and operating cashflow.
During the year, we updated the Group’s vision to be: “The most trusted enabler of connectivity and managed
services in Asia Pacific”. The milestones we have achieved in infrastructure and product development over
FY17 are consistent with this vision and ensure we have a sustainable platform to accelerate growth.
Across the Asia Pacific region, we have built our own dedicated networks, offering customers the latest low-
loss fibre technology designed for terabit network connectivity requirements. This technology, combined with
a network designed and installed in the most direct paths between strategic locations, allows for ultra-low
latency connectivity, a feature important for many enterprise and financial clients, while ensuring that reliability
and self-healing are core to every design decision.
Over the past 12 months, we have added to our network footprint, successfully completing two strategic
acquisitions that management are now fully integrating into the Group. The acquisition of BigAir Group in
December 2016 fundamentally enhanced our ability to scale our Australian footprint by providing high speed
data infrastructure into enterprise buildings at low cost. This network has been designed to provide speeds of
up to 10 Gbps and will offer a compelling alternative for businesses and wholesale partners. We are now able
to take advantage of the increasing appetite for point to point wireless connectivity solutions.
The acquisition of SubPartners in April 2017 will provide strategic assets including ownership of international
submarine cable capacity as a member of the INDIGO consortium, as well as a team with substantial experience
and an ability to lead or participate in other future undersea cable investments. The completion of the INDIGO
international cable systems in mid-2019 will further expand our network so we can offer customers a fully
meshed pan-Asian network.
During the year, Superloop enhanced its Board with three key appointments, two of which also joined our
management team:
Jason Ashton, previously the CEO of BigAir, was appointed an Executive Director;
•
• Vivian Stewart, previously the Chairman of BigAir, was appointed a Non-executive Director; and
• Matt Hollis, previously the Director of Corporate & Wholesale at Vocus Communications, was appointed as
an Executive Director.
During the year, the Remuneration and Nomination Committee completed a review of best practice remuneration
frameworks. The review’s objective was to ensure that the remuneration framework implemented by the Group
is transparent, competitive and reasonable, and ultimately aligned to shareholder interest. As your Chairman, I
am committed to ensuring that from time to time the framework is reassessed and, if necessary, realigned to
the Group’s vision and strategy.
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ANNUAL REPORT 2017
Looking ahead, Superloop is focussed on integrating the networks and systems of the acquired businesses and
realising the inherent synergies. Throughout FY18 and beyond, we will continue to invest in our networks by
adding strategic sites to meet customer demand. We will also continue to consider further earnings-accretive
acquisitions that are strategically and culturally aligned to our business, accelerate our time to market and
provide the Group with valuable assets or systems.
With expanding networks in place across Australia, Singapore and Hong Kong, the Group has established
a platform to leverage our core infrastructure assets and drive further growth and customer acquisition.
Execution of key strategic sales opportunities and the continued development of products, leveraging our
established infrastructure to achieve return on investment, remains a key focus.
In closing, I would like to express my gratitude to our shareholders for their ongoing support of the Company. In
recognition of this support, and reflecting the strength of the balance sheet, growing earnings, and confidence
in management’s ability to deliver sustainable returns, your Board was pleased to declare Superloop’s maiden
dividend of $0.005 per share fully franked, paid on 18 September 2017.
I would also like to thank my fellow Directors for their professionalism, experienced counsel and input
throughout the year. On behalf of the Board, thanks must also go to our experienced management team, led
by CEO Bevan Slattery, for their passion and dedication to growing Superloop.
Lastly, I would like to thank our talented employees, whose numbers have grown almost 7-fold to more than
315, for their tremendous commitment and effort in helping to deliver the excellent outcomes that have been
achieved in FY17. Many of you have done it before, and once again, we’re going to change the rules of this
game for the better. We hope you can join us for the Annual General Meeting.
Michael Malone
Chairman
Superloop Limited
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
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ANNUAL REPORT 2017
Our vision
is to be the
most trusted
enabler of
connectivity
and managed
services in Asia
Pacific
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Report from the Chief Executive Officer
I am pleased to report that over the year ended 30 June 2017 (FY17) we have seen significant growth and
accelerating development in the organisation.
FY17 was a busy and constructive year, expanding the Group through the strategic acquisitions of BigAir Group
and SubPartners, launching a fibre optic network in Hong Kong, and expanding our networks in Australia and
Singapore.
Over FY17, we achieved several major milestones:
• Grew revenue from ordinary activities by 755% to $59.8 million
• Generated underlying EBITDA of $9 million; a $14.6 million turnaround from FY16
•
•
• Completed construction and commissioning of the 110 kilometre backbone fibre cable network for the
Increased our customer base from 160 to 2,300+ active customers
Installed over 230 kilometres of fibre, taking total installed fibre to over 610 kilometres
launch in Hong Kong
• Completed construction of TKO Express domestic submarine fibre-optic cable and the data centre campus
in Hong Kong
• Completed the expansion of the Singapore network to strategic locations, including the Singapore
Exchange, iO and NTT data centres.
Superloop’s infrastructure footprint continued to grow over the 2017 financial year. We added significant
network coverage across Asia Pacific through successful expansion in Australia and Singapore to another 150+
and 24 strategic sites respectively, and the launch of the network in Hong Kong initially connecting the first 17
strategic data centre and enterprise buildings.
During this time Superloop completed two strategic acquisitions of BigAir Group and SubPartners. Superloop’s
network coverage, combined with the assets acquired, has enabled the Company to offer customers a unique
product and service offering both now and in the future.
The acquisition of BigAir fundamentally enhances the opportunity for Superloop’s fibre business and extends
the Group’s activities to the provision of connectivity and managed services through fixed wireless broadband
networks, community broadband and cloud managed services. Since the acquisition in December 2016, more
than $2.0 million of annualised corporate synergies and over $1.5 million in annualised network integration cost
savings have been realised.
The acquisition of SubPartners in April 2017 provides Superloop with an opportunity to expand international
capacity through the INDIGO West cable (Singapore to Perth) and INDIGO Central cable (Perth to Sydney).
The cable systems, expected to be completed by mid-2019, will provide the basis for connectivity between
Superloop’s existing metropolitan networks, creating a broad fully meshed pan-Asian network.
During the year we strengthened our team with the appointments of:
•
Jason Ashton (who was previously the CEO and co-founder of BigAir), Executive Director, and GM Cloud
and Managed Services division.
• Matt Hollis, Executive Director and Group GM Sales and Marketing
• Alex West, Head of Integration and Transformation
•
• Dan Whitford, GM Wholesale
• Daniel Lawrence, GM Enterprise
Julian Breen, Head of Customer Experience
With these additions, we have established a highly skilled management team that offers a strong competitive
advantage, a fundamental driver to our success and unprecedented growth.
In addition, a number of experienced senior sales executives joined the team in Australia, and the Group
continues to recruit talented people, with particular emphasis on sales managers in Singapore and Hong Kong.
I am excited about the opportunities that lie ahead for the Company as our strong network and product
offering continues to be developed to support the ever-growing need for increased bandwidth requirements.
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ANNUAL REPORT 2017
Having successfully acquired BigAir and SubPartners, we continue to consider acquisitions that meet our
specific investment criteria:
• Strategically aligned to our vision
• Accelerate our time to market
• Have teams that are culturally aligned and which are earnings accretive
• Have technology, software and systems that are of value to the combined group.
Consistent with these criteria, after year end, in September 2017 we announced the acquisition of NuSkope,
a leading fixed wireless Internet Service Provider delivering advanced high-speed Internet access to homes,
schools and businesses in South Australia.
As a management team, we are focussed on achieving the Company’s vision of becoming “The most trusted
enabler of connectivity and managed services in Asia Pacific”. With expanding networks in place across Australia,
Singapore and Hong Kong, the Group has established a strong platform to leverage our core infrastructure
assets and drive further growth and customer acquisition.
FY17 has been an exciting year of transformation and development for Superloop with much of the year
focused on the development and progression of Superloop’s strategy to achieve our vision. I would like to
thank the Board, management team, and all of those on the expanded Superloop team for their continued
dedication and drive. I would also like to thank our shareholders for their continued support.
Superloop has come a long way in a short space of time. We are excited by the growth runway for our business
and by the potential for it to become a truly great Asia Pacific connectivity and managed services company.
Bevan Slattery
Chief Executive Officer
Superloop Limited
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Business
Overview
Customer satisfaction is at
the core of what we do
A fully integrated Pan Asian communications
business operating on one common platform
Successfully fused network ownership economics and software
automation to deliver the most powerful on-demand gigabit+
network in Asia
A high performance culture that attracts the best and brightest
A no bull NPS of 70+
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ANNUAL REPORT 2017
Operating Segments
The acquisition fundamentally
enhances the opportunity for
Superloop’s fibre business
Benefits to the existing BigAir
business
from the acquisition by
Superloop
Cloud and Managed
Services
BigAir’s cloud & managed
services business
Superloop remains focused on
its core fibre-based service and
product offering across APAC,
interconnecting major enterprise
buildings and data centres. The
acquisition provides the critical
mass to scale Superloop’s
Australian footprint into
enterprise buildings, at low cost
due to BigAir’s presence in high
quality towers in close proximity
to Superloop fibre.
Superloop remains a leading
provider of the “big pipes”.
BigAir focuses on the wholesale
“last mile” wireless access
market.
Leveraging Superloop’s
fibre assets and BigAir’s
existing wireless network and
capabilities, we will deliver
wholesale providers a high-
speed alternative in outer metro
and regional Australia.
The BigAir cloud and managed
services business unit will
provide a fully integrated and
focused managed service
offering with a clear statement
on market position and products.
There is a significant opportunity
for growth in the medium to
large enterprise market.
This business leverages
Superloop’s and BigAir’s
infrastructure advantage as a
wholesale provider.
Connectivity services
Managed services
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
JAPAN
HONG KONG
GUAM
SINGAPORE
BRISBANE
PERTH
ADELAIDE
MELBOURNE
SYDNEY
CANBERRA
AUCKLAND
Asia Pacific Fibre Network
Current
FY18
Hong Kong
Singapore
Australia
30 June 2017
30 June 2016
30 June 2017
30 June 2016
30 June 2017
30 June 2016
221km
Fibre
17
Strategic
sites
83km
Fibre
-
Strategic
sites
176km
Fibre
48
Strategic
sites
136km
Fibre
24
Strategic
sites
217km
Fibre
200+
Strategic
sites
159km
Fibre
50
Strategic
sites
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ANNUAL REPORT 2017
FY17 Milestones
Hong Kong
Completed construction of initial Hong Kong
backbone fibre cable network (110 km x 2,000
cores)
Completed construction of TKO Express domestic
submarine cable
Singapore
Achieved EBITDA break-even in Singapore, before
corporate allocations
Completed expansion of Singapore network to IO,
NTT and Singapore Exchange data centres with
diverse paths
Australia
Acquired BigAir Group in December 2016 and
commenced integration and realisation of
synergies
Expanded coverage with 15 year access agreement
for metro fibre, regional, and inter-capital capacity
International expansion
Expanded coverage with 15 year access agreement
for international capacity
Acquired SubPartners in April 2017
Integration synergies achieved
Realised corporate overhead savings over $2.0m
and network cost savings over $1.5m
Strengthend management team
Appointed key management team members to
lead group through next phase of growth
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SAN JOSE
LOS ANGELES
Performance
30 June 2017
30 June 2016
2300+
Customers
$59.8m
Revenue
159km
Customers
$7.0m
Revenue
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
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ANNUAL REPORT 2017
Directors’
Report
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Directors’ Report
The Directors present their report on the consolidated
entity (referred to hereafter as ‘Superloop’ or ‘the Group’)
consisting of Superloop Limited and the entities it controlled
at the end of, or during, the year ended 30 June 2017.
DIRECTORS
Specifically, during the year, Superloop:
• Completed the acquisition of BigAir Group Limited via
scheme of arrangement;
• Commenced integration and realisation of synergies;
The following persons were directors of the Group during
the year:
• Raised $65.0 million by way of institutional placement
to partly fund the acquisition of BigAir;
• Michael Malone (Chairman)
• Bevan Slattery (Chief Executive Officer)
• Greg Baynton
• Louise Bolger
• Richard (Tony) Clark
• Vivian Stewart (appointed 21 December 2016)
• Jason Ashton (appointed 21 December 2016)
• Matthew Hollis (appointed 1 March 2017)
• Daniel Abrahams (resigned 18 November 2016)
PRINCIPAL ACTIVITIES
Superloop’s vision is to be the most trusted enabler of
connectivity and managed services in Asia Pacific.
During the year, the principal activities of the Group
consisted of the development and operation of independent
telecommunications infrastructure throughout the Asia
Pacific region, and the provision of complete high-
performance network solutions.
Following the Group’s acquisition of BigAir Group Limited
(BigAir), the Group’s principal activities now extend to the
provision of connectivity and managed services through
fixed wireless broadband networks, community broadband
and cloud and managed services.
REVIEW OF OPERATIONS
During the year, the Group experienced major transformation
with the acquisition of BigAir. BigAir enhances Superloop’s
network coverage at strategic Australian sites and locations
nationally, including regional markets, greatly expands the
product set and adds depth in technical and sales resources.
It allows Superloop to expand its wholesale offering through
microwave connectivity and offers compelling synergies.
Superloop continued to expand its pan-Asian network with
strategic sites added to its Singapore network while making
significant investment in its Hong Kong network which was
launched in December 2016.
The acquisition of SubPartners Pty Ltd in April 2017 will
deliver Superloop strategic ownership of international
submarine cable capacity through the INDIGO West and
INDIGO Central cable systems, which will become the basis
of connectivity between existing metropolitan networks,
once complete in mid-2019, creating a broad interconnected
network.
In addition, the Board and senior management team has
been strengthened with key appointments during the year.
Superloop has established the platform for the delivery of
scalable services across the Asia Pacific region.
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• Entered into a 3 year $80.0 million revolving debt
facility;
• Continued to develop Superloop 360 customer
provisioning and network management portal;
• Completed the expansion of the Singapore network to
strategic locations including the IO, NTT and Singapore
Exchange data centres;
• Continued the rollout of Project Red Lion in Singapore,
with 31 commercial buildings connected to the network;
• Completed the 110 km backbone fibre cable network to
launch the initial Hong Kong network;
• Completed the construction and commissioning of
Hong Kong’s TKO Express domestic submarine cable to
connect Chai Wan to Tseung Kwan O Industrial Estate;
• Entered into agreements for access to certain network
infrastructure assets via a 15 year Indefeasible Right of
Use agreements; and
• Completed the acquisition of SubPartners Pty Ltd.
FINANCIAL AND OPERATING PERFORMANCE
The Group generated earnings before
interest, tax,
depreciation and amortisation (EBITDA) of $4.6 million.
Adjusting for large one-off costs associated with the
acquisitions of BigAir and SubPartners Pty Ltd results in
underlying EBITDA of $9.0 million.
Profit after direct costs for the year was $31.8 million, up
from $1.9 million for the previous corresponding period,
with revenue of $59.8 million offset by direct costs of $28.0
million.
Revenue from continuing operations grew $52.8 million,
compared to the previous corresponding period, including
$40.6 million from BigAir for the period from 21 December
2016 and $2.9 million from SubPartners Pty Ltd which was
acquired on 4 April 2017.
The Group’s Connectivity segment, which includes the
Superloop fibre
infrastructure and high performance
network solution businesses, as well as SubPartners and
BigAir’s fixed wireless business, contributed revenue of
$30.6 million. The Managed Services segment, which
includes BigAir’s cloud and managed services business and
community broadband campus wifi business, contributed
revenue of $28.7 million.
On a geographic basis, the Australian businesses, which
includes Superloop (Australia), BigAir Group, SubPartners,
CINENET Systems and APEXnetworks, contributed revenue
of $54.8 million, an increase of $49.3 million over the previous
corresponding period. Singapore contributed revenue of
$3.9 million, an increase of $2.4 million over the previous
corresponding period and Hong Kong commissioned its
first service during the period to contribute $1.0 million in
revenue.
Operating expenses for the period were $27.2 million and
include $4.4 million of one-off costs associated with the
acquisitions of BigAir and SubPartners. Employee costs
were $14.8 million reflecting the significant increase in staff
through the BigAir acquisition.
At 30 June 2017, the Group held $7.1 million in cash and
cash equivalents. During the year, the Group entered into
a three year revolving debt facility of $80.0 million, with
$32.8 million of the facility utilised at balance date. The
Group has sufficient funding flexibility for its upcoming
planned projects.
invested $52.6 million
in network assets
The Group
(excluding acquisitions) in the year, and at 30 June 2017
held property, plant and equipment of $147.6 million.
At 30 June 2017, the Group held intangible assets of
$235.5 million including the Group’s right to access (via
an Indefeasible Rights to Use (IRU)) Australian network
capacity as well as intangible assets arising from business
combinations.
Cash flows from operations contributed $4.7 million.
BUSINESS STRATEGIES AND PROSPECTS FOR FUTURE
FINANCIAL YEARS
Superloop’s networks are strategically positioned to
capitalise on market dynamics, driven by strong data
growth, growth in data centre demand and the need for
connectivity services with a focus on the Asia Pacific region.
The Group’s operating networks in Australia, Singapore
and Hong Kong uniquely positions Superloop as a true Pan
Asian telecommunications network owner and operator.
This network coverage across the Asia Pacific region,
combined with the recent acquisitions of BigAir and
SubPartners will enable existing and new customers access
to a greater range of products and services.
Superloop intends to continue to invest in connectivity
solutions and managed products and services in markets
where the Board and management believe the demand for
services will deliver an attractive return for Shareholders.
BUSINESS RISKS
The material business risks faced by the Group that are
likely to have an effect on its financial prospects include:
ANNUAL REPORT 2017
• Customer demand – Superloop’s growth strategy
infrastructure
telecommunications
incorporates commitment of substantial operational
and financial resources to design, construct and
maintain
and
to expand existing infrastructure. Development or
expansion of networks does not necessarily require
commitments from customers prior to commencement,
and as such, sufficient demand may not exist post-
completion. A lack of customer demand, or oversupply
of telecommunications infrastructure in the market,
could have negative implications on the Group’s ability
to achieve desired rates of return on investment, and
have a material adverse effect on the growth prospects
and/or financial position of the Group.
• Planning, development and construction risks – Any
delay or unexpected costs associated with planning,
construction and development activities may harm
growth prospects, future operating results and financial
conditions. Superloop requires access to both public
and non-public spaces to install and deliver services.
Superloop must negotiate access to areas where it
cannot rely on its carrier powers to access. The terms of
access may be such that the build is not economically
viable (in the opinion of the Board and management)
or access may not be able to be negotiated.
• Funding – The continued growth of Superloop’s
business relies on the acquisition and development of
new telecommunications infrastructure and ongoing
maintenance of existing
infrastructure. Superloop
requires sufficient access to debt and equity capital
to fund this expenditure. Failure to obtain capital on
favourable terms may hinder Superloop’s ability to
expand and pursue growth opportunities, which may
reduce competitiveness and have an adverse effect
on the financial performance, position and growth
prospects of the Group. Superloop’s continued ability
to implement its business plans effectively over time
may depend in part on its ability to raise future funds.
There is no assurance that additional funds will be
available in the future and/or be secured on reasonable
commercial terms.
• Regulatory risk – There is a risk that Government
policy could directly affect the product offerings
and competitive landscape, particularly in markets
where the Government has significant investment in
telecommunications assets. Superloop requires certain
licences to operate in its various jurisdictions and any
modifications or cancellation of any of these licences
may impact its ability to operate in that jurisdiction.
• Network damage – Any accidental damage from
civil works, intentional damage from vandalism or
terrorism and acts of God such as earthquakes or other
natural disasters may result in outages and damage to
Superloop’s network.
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SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Directors’ Report
• Foreign exchange risk – Superloop operates in foreign
jurisdictions and as a result, fluctuations in applicable
exchange rates could have an impact on the financial
position and performance of the Group.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no other significant changes in the state of
affairs of Superloop other than those listed in the Review of
Operations above.
MATTERS SUBSEQUENT TO THE END OF FINANCIAL
YEAR
On 11 August 2017, the Group issued 1,161,495 shares to Mr
Bevan Slattery as partial consideration for the acquisition of
SubPartners Pty Ltd.
Also, on 11 August 2017, 336,094 options were issued to Mr
Matthew Hollis under the Group’s Executive Option Plan.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF
OPERATIONS
The continued growth in transmission and storage of data
should underpin a likely demand for services provided by
the Company across the Asia Pacific region.
The Board continues to evaluate further investment in
expansion opportunities in the region, based on underlying
market dynamics and demand for connectivity and
managed services.
Group’s external auditor, Deloitte Australia, for non-audit
services are set out in Note 26 to the financial statements.
The Board of Directors has considered the position and, in
accordance with advice received from the Audit and Risk
Management 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 and Risk Management Committee to ensure they
do not impact the impartiality and objectivity of the
auditor; and
• none of the services undermine the general principles
relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied to the Court under section 237 of
the Corporations Act 2001 for leave to bring proceedings
on behalf of the Group, or to intervene in any proceedings
to which the Group is a party, for the purpose of taking
responsibility on behalf of the Group for all or part of those
proceedings.
No proceedings have been brought or intervened in on
behalf of the Group with leave of the Court under section
237 of the Corporations Act 2001.
DIVIDENDS
ROUNDING OF AMOUNTS
A final dividend of $0.005 per share, fully franked, was
declared after the end of the year.
ENVIRONMENTAL REGULATION
The Group is not subject to any significant environmental
laws.
The Group is of a kind referred to in the Australian Securities
and Investments Commission Corporations (Rounding in
Financial/Directors’ Reports) Instrument 2016/191, dated
24 March 2016 and issued pursuant to section 341(1) of the
Corporations Act 2001. In accordance with that Instrument,
amounts in the Directors’ Report and the financial report
have been rounded to the nearest dollar.
INDEMNIFICATION OF OFFICERS
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 42.
The Group has entered into standard deeds of indemnity and
insurance with the Directors. Pursuant to those deeds, the
Group has undertaken, consistent with the Corporations Act
2001, to indemnify each Director in certain circumstances
and to maintain directors and officers insurance cover in
favor of the Director for seven years after the Director has
ceased to be a Director.
During the year, the Group paid premiums of $156,956
(2016: $37,381) to insure the directors and officers of the
Group against a liability incurred as a director or officer, to
the extent permitted by the Corporations Act 2001.
NON-AUDIT SERVICES
The Group may decide to employ the auditor (Deloitte) on
assignments additional to their statutory audit duties where
the auditor’s expertise and experience with the Group are
important. Details of the amounts paid during the year to the
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ANNUAL REPORT 2017
19
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Information on Directors
MICHAEL MALONE
Independent Non-Executive Chairman
BEVAN SLATTERY
Chief Executive Officer (CEO)
Appointed Non-executive Director: 27 April 2015
Appointed Chairman: 22 June 2017
Appointed CEO: 23 February 2016
(Executive Chairman until 22 June 2017)
Experience and expertise
Michael Malone is the former CEO of iiNet Limited,
having founded the company in 1993. During his
tenure, iiNet became the second largest broadband
DSL ISP in Australia.
In 2009, Michael was CEO of the Year in the Australian Telecom
Awards and National Customer Service CEO of the Year in
the CSIA’s Australian Service Excellence Awards. Michael was
named a finalist for WA Citizen of the Year and in 2011, he won
the Ernst & Young Entrepreneur of the Year Award.
In April 2016, Michael was appointed to the Board of NBN Co
Limited.
Michael holds a Bachelor of Science (Mathematics) and a
Postgraduate Diploma in Education from UWA. He is a Fellow
of the Australian Computing Society, a Fellow of the Australian
Institute of Company Directors and a Fellow of the Australian
Institute of Management.
Other current directorships of listed entities
Seven West Media Limited (ASX: SWM) - appointed 24 June
2015
SpeedCast Ltd (ASX: SDA) – appointed 14 July 2014
Dreamscape Networks Limited (ASX: DN8) - appointed 16
September 2016
Former Directorships of listed entities in last 3 years
Nil
Experience and expertise
Bevan Slattery is founder and Chief Executive Officer of
Superloop. Bevan has a background in building successful
Australian IT and telecommunications companies and an earlier
career in administration in local and state government. Prior to
establishing Superloop, Bevan founded Megaport in 2013 with
the aim of becoming a global leader in the fast growing elastic
interconnection services market. The Company successfully
listed on the ASX in December 2015.
In 2010, Bevan founded NEXTDC, with a vision to become
Australia’s largest independent data centre provider. As the
inaugural CEO of NEXTDC, Bevan oversaw its listing on the
ASX, overall design of its initial facilities and its initial facility
rollout. In 2002, Bevan co-founded PIPE Networks which
grew to become Australia’s largest Internet Exchange and
Australia’s third largest metropolitan fibre network provider
with over 1,500km of fibre in 5 cities connecting 80 data
centres, 250 Telstra exchanges and over 1000 buildings. In
2009, PIPE Networks completed construction of Pipe Pacific
Cable 1 (PPC-1), a $200 million submarine cable system linking
Sydney to Guam. PIPE Networks was sold to TPG for an
enterprise value of $420 million in May 2010.
Bevan has been awarded an honorary Master of Business
Administration from Central Queensland University.
Other current directorships of listed entities
Bevan is a director of Megaport Limited (ASX: MP1) - appointed
27 July 2015
Special responsibilities
> Chairman
> Member of the Audit and Risk Management Committee
Former Directorships of listed entities in last 3 years
Asia Pacific Data Centre Group Limited (ASX: AJD) - resigned
30 June 2014
Interests in shares and options
632,894 fully paid ordinary shares
Special responsibilities
> Chief Executive Officer
Interests in shares and options
61,169,389 fully paid ordinary shares
395,898 share options
20
ANNUAL REPORT 2017
GREG BAYNTON
Independent Non-Executive Director
LOUISE BOLGER
Independent Non-Executive Director
Appointed: 28 April 2014
Appointed: 27 April 2015
Experience and expertise
Greg Baynton is the founder and Managing Director of Orbit
Capital, an investment and advisory company and holder of
an Australian Financial Services Licence. He has a background
in investment banking, infrastructure investment, and new
projects and has experience in IPOs and other capital raisings,
mergers and acquisitions, investor relations and corporate
governance.
He has considerable experience as a director of ASX-listed
companies. Among those, Greg is a former Director of Asia
Pacific Data Centre Limited, NEXTDC and of PIPE Networks.
Greg is also a director of State Gas Limited.
Experience and expertise
Louise Bolger is an experienced in-house telecommunications,
media and technology lawyer and company secretary.
Currently Louise is General Counsel and Company Secretary
for the ASX listed pre-paid cards issuer Emerchants Limited,
and prior to that was General Counsel and Company Secretary
at Southern Cross Media Group Limited and PIPE Networks
Limited.
Louise commenced her career in private legal practice before
continuing on to in-house roles with Telstra, Logica and Bank
of Queensland.
Greg holds a Master of Business Administration (QUT), a
Master of Economic Studies (UQ), a Postgraduate Diploma
in Applied Finance & Investment (SIA), and a Bachelor of
Business (Accountancy). He has completed a Certificate
course in Risk Management and Corporate Governance and is
a Fellow of the Governance Institute of Australia.
Other current directorships of listed entities
NOVONIX Limited (ASX: GRA) – appointed 05 April 2012
Former Directorships of listed entities in last 3 years
Asia Pacific Data Centre Group Limited (ASX: AJD) – resigned
04 February 2015
Lamboo Resources Limited (ASX: LMB) – resigned 11
September 2014
Special responsibilities
> Chairman of the Audit and Risk Management Committee
> Member of the Remuneration and Nomination Committee
Interests in shares and options
812,331 fully paid ordinary shares
Louise holds a Bachelor of Laws (Hons), a Bachelor of Arts
(Modern Asian Studies) from Griffith University and a Bachelor
of Education Studies from the University of Queensland. She
is a member of the Australian Institute of Company Directors.
Other current directorships of listed entities
Nil
Former Directorships of listed entities in last 3 years
Nil
Special responsibilities
> Chairman of the Remuneration and Nomination Committee
Interests in shares and options
66,165 fully paid ordinary shares
21
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Information on Directors
RICHARD ANTHONY (TONY) CLARK
Independent Non-Executive Director
VIVIAN STEWART
Independent Non-Executive Director
Appointed: 23 December 2015
Appointed: 21 December 2016
Experience and expertise
Tony is an Emmy Award-winning Cinematographer as well
as co-founder and Managing Director of Rising Sun Pictures
(RSP) and Cospective, and co-founder of CINENET Systems
Pty Ltd.
Tony has a wealth of industry knowledge and experience in
digital media. His credits as a VFX Supervisor for RSP include
Alfonso Cuarón’s Gravity, Pirates of the Caribbean: On Stranger
Tides, The Sorcerer’s Apprentice, The Last Mimzy, The Core
and Harry Potter & the Goblet of Fire.
Tony is a 2010 recipient of an Academy Award for Scientific &
Technical Achievement as creator of the remote collaboration
tool cineSync. His deep understanding of digital film became
the foundation for the technology spin-off Rising Sun Research
(now Cospective).
Tony has served as a board member on the South Australian
Film Corporation, is currently on the board of Ausfilm and is
an active member of both AMPAS, the Academy of Motion
Picture Arts, and Sciences and the Visual Effects Society. He
is a Graduate of the Australian Institute of Company Directors.
Other current directorships of listed entities
Nil
Former Directorships of listed entities in last 3 years
Nil
Special responsibilities
Nil
Interests in shares and options
396,343 fully paid ordinary shares
Experience and expertise
Vivian Stewart served on the Board of BigAir Group Limited
from June 2008 and was its Chairman at the time of BigAir’s
acquisition by Superloop in December 2016.
Vivian is the CEO of VentureCrowd – an alternative assets
crowdfunding platform.
He has extensive background in the IT&T industry, venture
capital and corporate advisory services. He co-founded
ISP Magna Data, venture firm Tinshed, corporate advisory
firm Callafin and angel investment group Sydney Angels.
He has spent 10 years as an independent corporate advisor
specialising in sale, merger and acquisition transactions and
related capital strategy for public and private companies.
He serves on the management committee of Sydney Angels,
the investment committee of the Sydney Angels Sidecar Fund
and on the Board of Hey You.
Vivian has a Bachelor of Arts (Honours) from the University
of Sydney and an eMBA from the Australian Graduate School
of Management. He is a Graduate of the Australian Institute of
Company Directors.
Other current directorships of listed entities
Nil
Former Directorships of listed entities in last 3 years
BigAir Group Limited - appointed June 2008
Special responsibilities
> Member of the Audit and Risk Management Committee
> Member of the Remuneration and Nomination Committee
Interests in shares and options
577,738 fully paid ordinary shares
22
ANNUAL REPORT 2017
JASON ASHTON
Executive Director
MATTHEW HOLLIS
Executive Director
Appointed: 21 December 2016
Appointed: 01 March 2017
Experience and expertise
Jason Ashton is Superloop’s GM - Cloud and Managed
Services.
Experience and expertise
Matthew Hollis is Superloop’s Group GM Sales and Marketing.
has
a background
Jason
in building Australian
telecommunications companies. In 2002, Jason co-founded
BigAir Group Limited and was its Chief Executive Officer from
2006 until its acquisition by Superloop in December 2016.
Prior to joining Superloop, Matt was the Director of Corporate
& Wholesale at Vocus Communications for over 6 years. Prior
to joining Vocus, Matt served in various sales and corporate
roles with Pipe Networks and other ISPs and System Integra-
tors.
Jason was previously Managing Director of business ISP
Magna Data which he co-founded in 1993 and subsequently
sold in 1999.
Matt is a member of the Australian Institute of Company Di-
rectors and has attended the Company Directors course.
Jason has extensive experience with high speed microwave
and fixed wireless access networks and is a regular speaker at
industry conferences.
Jason has a Bachelor of Science from the University of Sydney
and a Master of Commerce from the University of NSW.
Other current directorships of listed entities
Nil
Former Directorships of listed entities in last 3 years
BigAir Group Limited - appointed 2002
Other current directorships of listed entities
Nil
Former Directorships of listed entities in last 3 years
Nil
Special responsibilities
Nil
Interests in shares and options
27,010 fully paid ordinary shares
336,094 share options
Special responsibilities
Nil
Interests in shares and options
1,347,447 fully paid ordinary shares
23
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Company Secretary
PAUL JOBBINS
Company Secretary
Paul is Superloop’s Group Chief Financial Officer and has
responsibility for corporate functions including Finance, Legal,
Talent and Culture and Investor Relations as well as driving the
Group’s corporate strategy.
Paul has previously worked in senior executive roles with
several ASX listed companies including NEXTDC Limited,
Reverse Corp Limited and Sunshine Gas Limited.
Paul holds a Bachelor of Business (Accountancy) from QUT,
a Graduate Diploma in Applied Finance and Investment from
Finsia, a Master of Applied Finance from Macquarie University,
is a Chartered Accountant and a member of the Australian
Institute of Company Directors.
24
ANNUAL REPORT 2017
MEETINGS OF DIRECTORS
The number of meetings of the Group’s Board of Directors and of each board committee held during the year, and the
number of meetings attended by each Director are as follows:
Bevan Slattery
Greg Baynton
Louise Bolger
Michael Malone
Tony Clark
Vivian Stewart(1)
Jason Ashton(1)
Matthew Hollis(2)
Former Directors
Daniel Abrahams(3)
Meeting of Committees
Meetings of
Directors
Audit and Risk
Management
Remuneration
and Nomination
A
16
15
16
14
15
6
6
3
8
B
16
16
16
16
16
6
6
3
9
A
N/A
5
N/A
5
N/A
3
N/A
N/A
B
N/A
5
N/A
5
N/A
3
N/A
N/A
A
2
3
3
N/A
N/A
1
N/A
N/A
B
2
3
3
N/A
N/A
1
N/A
N/A
2
2
N/A
N/A
A = Number of meetings attended
B = Number of meetings held during the time the Director held office or was a member of the committee during the year
N/A = Not applicable. Not a member of the relevant committee
(1) Mr Stewart and Mr Ashton were appointed to the Board on 21 December 2016
(2) Mr Hollis was appointed to the Board on 01 March 2017
(3) Mr Abrahams resigned from the Board on 18 November 2016
25
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Remuneration
Report
Message from the Chair of the Remuneration and Nomination Committee
Persons Covered by this Report
Overview of Remuneration Governance Framework
Director Remuneration
Executive Remuneration
Loans to Key Management Personnel
Employment Terms for Key Management Personnel
Remuneration for FY17
Performance Outcomes for FY17
Summary of Shares Held by Key Management Personnel
Summary of Options Held by Key Management Personnel
Summary of Rights Held by Key Management Personnel
Shares Under Option or Performance Rights
Other Transactions with Key Management Personnel
26
28
29
30
30
30
32
32
34
36
39
40
40
40
41
ANNUAL REPORT 2017
27
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
MESSAGE FROM THE CHAIR OF THE REMUNERATION AND NOMINATION COMMITTEE
Dear Shareholders,
We are pleased to present Superloop’s Remuneration Report for 2017, for which we seek your support.
Superloop’s updated vision, “to be the most trusted enabler of connectivity and managed services in Asia Pacific”,
is designed to support the creation of long term shareholder value. Throughout the 2017 year, the Company
underwent significant transformation in pursuit of this vision with growth in revenue, earnings and assets, number
of customers and employees.
The acquisitions of BigAir Group in December 2016 and SubPartners in April 2017 have seen the size of the team
increase from under 50 employees at the start of the year to over 315 employees by 30 June 2017.
During the year, key appointments were made to the Board and senior management team. While the Company
has been able to recruit high calibre candidates across the wider organisation it is critical to the success of the
organisation that it is able to continue to attract and retain appropriate people to lead the Company through its
next phase of growth.
The role of the Remuneration and Nomination Committee is to assist the Board, and make recommendations on
remuneration, related policies and practices including the remuneration of senior management and non-executive
Directors. A key principle which the Committee operates by is to ensure that the remuneration framework is
transparent, competitive and reasonable.
The Committee oversees the development and implementation of a remuneration policy and remuneration
structure that ensures there is a direct link between remuneration and performance, both Company and individual,
that is ultimately aligned to shareholder interest.
The Committee has undertaken a review of best practice remuneration frameworks and also considered structures
implemented in organisations of a similar size and in similar industries. A comprehensive remuneration policy,
including at-risk short term and long term incentives has been implemented which the Committee, and the Board,
believes will continue to support the Group’s vision and strategy.
We welcome your feedback on the development of our remuneration practices and reporting. We thank you for
your continued support and hope that you find this report useful.
Louise Bolger
Chair, Remuneration and Nomination Committee
Superloop Limited
28
ANNUAL REPORT 2017
REMUNERATION REPORT - AUDITED
The Remuneration Report, which forms part of the Directors’ Report, sets out the remuneration arrangements for Directors
and other Key Management Personnel (“KMP”) of Superloop for the year ended 30 June 2017 (FY17), and is prepared in
accordance with section 300A of the Corporations Act 2001 (Corporations Act). The information in this report has been
audited as required by section 308(3C) of the Corporations Act.
1. THE PERSONS COVERED IN THIS REPORT
Key Management Personnel (“KMP”) include Directors of the Group and Senior Executives. The term “Senior Executives” refer
to the Chief Executive Officer and those executives with responsibility for planning, directing and controlling the activities of the
Group, directly or indirectly.
NON-EXECUTIVE DIRECTORS
NAME
Michael Malone
Greg Baynton
Louise Bolger
Tony Clark
Vivian Stewart
SENIOR EXECUTIVES
NAME
Bevan Slattery
Matthew Hollis
Jason Ashton
Paul Jobbins
Ryan Crouch
Matthew Whitlock
Alex West
FORMER EXECUTIVES
Steven Bond
Matthew Gregg
POSITION
Independent Non-Executive Chairman (appointed 22 June 2017)
Member of the Audit and Risk Management Committee
Independent Non-Executive Director
Chair of the Audit and Risk Management Committee
Member of the Remuneration and Nomination Committee
Independent Non-Executive Director
Chair of the Remuneration and Nomination Committee
Independent Non-Executive Director
Independent Non-Executive Director (appointed 21 December 2016)
Member of the Audit and Risk Management Committee
Member of the Remuneration and Nomination Committee
POSITION
Chief Executive Officer (CEO)
(Executive Chairman to 22 June 2017)
Executive Director (appointed 1 March 2017)
Group GM Sales and Marketing
Executive Director (appointed 21 December 2016)
GM Cloud and Managed Services
Group Chief Financial Officer
Company Secretary
Chief Operating Officer - Networks
Chief Operating Officer - Infrastructure
Head of Transformation and Integration (appointed 24 July 2017)
General Manager, Sales and Marketing
General Manager, Customer Experience
Except as noted above or elsewhere in this report, the named persons held their position for the whole financial year.
CHANGES SINCE THE END OF THE REPORTING PERIOD
Since the end of the financial year, Alex West was appointed Head of Transformation and Integration on 24 July 2017.
29
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
2. OVERVIEW OF REMUNERATION
GOVERNANCE FRAMEWORK
2.1 REMUNERATION AND NOMINATION COMMITTEE
CHARTER
The purpose of the Committee is to assist the Board in
the development and implementation of policies and
practices in relation to the appointment and remuneration
of senior management and non-executive Directors. This
includes making recommendations to the Board about the
appointment of new Directors (both executive and non-
executive) and senior management.
The Committee’s functions include:
•
•
•
•
•
•
•
•
•
•
•
development of criteria (including skills, qualifications
and experience) for Board candidates;
identification and consideration of possible candidates
and recommendation to the Board;
ensuring appropriate
induction and continuing
professional development programs are implemented
for Directors;
review of processes for succession planning for the
Board, CEO and other senior executives;
establishment of procedures, and recommendations
to the Chairman, for the proper oversight of the Board
and management;
ensuring the performance of each Director, and of
senior management, is reviewed and assessed each
year using procedures adopted by the Board;
review and evaluation of market practices and trends
on remuneration matters;
recommendations to the Board about the Group’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 Group’s reporting and disclosure
practices in relation to the remuneration of Directors
and senior executives.
Meetings are held at least once a year and more often as
required. A copy of the Committee’s charter, which forms
part of the Corporate Governance Charter, is available on
Superloop’s website at www.superloop.com/investors
3. DIRECTOR REMUNERATION
3.1 DIRECTOR REMUNERATION POLICY
Superloop’s Director remuneration policy is to provide
fair remuneration that is sufficient to attract and retain
non-executive Directors with appropriate experience,
knowledge, skills and judgment.
The Directors decide the total amount paid to each Director
as remuneration for their services. Under the Listing
Rules, the total amount paid to all non-executive Directors
must not exceed in any financial year the amount fixed in
a general meeting of Superloop. This amount is currently
$750,000. Non-executive Directors fees include base fees
and fees for membership of board committees, and where
relevant are inclusive of superannuation contributions.
Non-executive Directors may be paid such additional or
special remuneration where a Director performs extra
work or services which are not conducted in their capacity
as a Director of Superloop.
Fees paid to non-executive Directors in FY17 were
$322,375 (FY16: $251,129).
There are no retirement benefit schemes for Directors
other than statutory superannuation contributions.
3.2 NON-EXECUTIVE DIRECTOR FEES
The current base director fees per annum, including
statutory superannuation, are:
Chairman
•
$110,000
• Non-executive Director $60,000
•
Committee member $10,000 (per committee)
Michael Malone was appointed non-executive Chairman
on 22 June 2017 and will receive fees of $110,000 including
superannuation.
To preserve independence, non-executive Directors do
not receive incentive or performance based remuneration.
Non-executive Directors are entitled to be reimbursed for
travel and other expenses incurred while carrying out
their duties as a director.
4. EXECUTIVE REMUNERATION
2.2 SECURITIES TRADING POLICY
A securities trading policy (“Trading Policy”) has been
adopted by the Board to provide guidance to Directors,
employees of Superloop, and other parties who may
have access to price sensitive information, who may be
contemplating dealing in Superloop’s securities or the
securities of entities with whom Superloop may have
dealings.
4.1 SENIOR EXECUTIVE REMUNERATION POLICY
Superloop’s executive remuneration policy is designed
to be transparent, competitive and reasonable while
the alignment between performance
strengthening
related remuneration and shareholder returns. Its goal is
to ensure the Group can attract and retain key talent while
being linked to the achievement of the Group’s strategic
and business objectives.
The Trading Policy is designed to ensure that any trading
in Superloop’s securities is in accordance with the law. Any
non-compliance with the Trading Policy will be regarded
as an act of serious misconduct.
The policy includes at-risk short term and long term
incentives with direct links between remuneration and
performance (both Company and individual) that is
ultimately aligned to shareholder interest.
The Trading Policy is available on Superloop’s website at
www.superloop.com/investors
The remuneration framework consists of three key
components:
30
•
•
•
Fixed remuneration
Short term incentives
Long term incentives
4.2 SHORT TERM INCENTIVE (STI) POLICY AND
PROCEDURE
For the period from 1 July 2017, the short term incentive
policy provides incentives for executives to achieve the
Group’s strategic objectives by delivering or exceeding
annual plans.
Measurement period and award
The initial measurement period for achieving objectives
is the financial year to 30 June 2018, with assessment
of performance conducted following the end of the
measurement period upon finalisation of the full year
audited results.
Short term incentives will be paid in cash following
assessment.
The CEO can earn up to 50% of his annual fixed
remuneration in short term incentives. Other executives
have a target award of 20% but can earn up to 30% of their
annual fixed remuneration for a superior outcome.
Performance metrics and weightings
The performance metrics for the CEO include:
•
• Operational performance (40%)
Financial performance: Group EBITDA (60%)
The performance metrics for other executives include:
•
Financial performance: Group EBITDA (40%)
• Operational performance (30%)
•
Specific individual performance incentives linked to
specific strategic projects or objectives (30%).
The policy also allows for incentives to be paid for
achieving specific strategic objectives or for specific
outstanding performance.
Cessation of employment
If an executive’s employment terminates prior to the
end of the measurement period, all entitlements will be
forfeited, unless otherwise determined by the Board.
4.3 LONG TERM INCENTIVE (LTI) POLICY AND
PROCEDURE
The purpose of the Long Term Incentive policy is to align
executive rewards with sustainable growth in shareholder
value over time. It also acts as a retention mechanism for
key executives.
Further, the policy acts to establish a method by which
eligible employees can participate in the future growth
and profitability of the Company.
Shareholders have approved two long term incentive
plans being the Employee Rights Plan and the Executive
Option Plan.
The Company’s Securities Trading Policy prohibits
executives from entering into transactions which limit
the economic risk related to equity-based remuneration
schemes without written clearance.
ANNUAL REPORT 2017
Measurement period and award
The initial measurement period for long term incentives
is three financial years from 1 July 2017, unless the Board
determines otherwise. The policy intends for grants to be
issued annually with overlapping cycles.
Incentives will be issued in the form of options or
performance rights, subject to shareholder approval for
Executive Directors. Where shareholder approval is not
received for the issue of options to Directors, incentives
will be awarded in cash.
The CEO can earn up to 50% of his annual fixed
remuneration in long term incentives, paid in cash. Other
executives can be awarded long term incentives of up to
20% of their annual fixed remuneration.
Performance metrics and weightings
The performance metrics for the CEO include:
•
Financial performance: Earning per share target
(50%)
• Operational performance (50%): including meeting
short term objectives
The performance metrics for other executives includes
earnings per share targets.
The achievement of long term objectives is subject to the
satisfaction of the Board as assessed and declared on an
annual basis.
Cessation of employment
If an executive’s employment terminates prior to the
end of the measurement period, all entitlements will be
forfeited, unless otherwise determined by the Board.
Employee Rights Plan
At the 2015 Annual General Meeting held on 24 November
2015, shareholders approved an Employee Rights Plan.
The Directors are empowered to operate the Employee
Rights Plan and grant Performance Rights to Eligible
Participants in according with the Listing Rules and on the
terms and conditions summarised in the plan.
The Board may offer any number of Performance Rights
to an Eligible Participant on the terms the Board decides,
subject to the Employee Rights Plan rules and any
applicable law or the Listing Rules. An Offer is required to
set out details such as the total number of Performance
Rights being offered, the vesting date and vesting
conditions, any disposal restrictions, and other terms
attaching to the Performance Rights.
A Participant is not required to pay for the grant of any
Performance Rights or the issue of Superloop Shares on
vesting. Once the Performance Rights vest, the Participant
will be issued Superloop Shares, unless Superloop decides
to provide a cash payment in lieu of Superloop Shares.
A Participant does not have the right to participate in
dividends on Superloop Shares until Superloop Shares
are issued after vesting of the Performance Rights. A
Participant does not have the right to vote in respect of a
Performance Right.
31
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
The Company shall not grant Performance Rights if the
number of shares to be issued on exercise of the Rights
exceeds 5% of the issued shares at the time the offer is
made.
At 30 June 2017, 180,765 Performance Rights were on
issue. After balance date, on 12 July 2017, a further 2,075
Performance Rights were issued.
Executive Option Plan
At a general meeting of shareholders held on 21 June 2016,
shareholders approved an Executive Option Plan.
The Executive Option Plan is open for participation
by Directors, executives and senior management. The
Directors of Superloop believe an Executive Option Plan
is an important part of a comprehensive remuneration
strategy. The grant of options to participants under the
Executive Option Plan further aligns the interests of the
Company’s senior management and shareholders and
helps preserve the Company’s cash funds.
The Directors are empowered to operate the Executive
Option Plan and grant options to Eligible Participants in
accordance with the Listing Rules and on the terms and
conditions summarised in the Schedule. The Executive
Option Plan is administered by the Board, which has an
absolute discretion to determine appropriate procedures
for its administration and resolve questions of fact or
interpretation and formulate special terms and conditions
in addition to those set out in the plan.
All options are to be offered to Participants for no
consideration. The offer must be in writing and specify,
amongst other things, the number of options for which the
Participants may accept, the year within which the options
may be exercised and any conditions to be satisfied before
exercise, the option expiry date (as determined by the
Board) and the exercise year for the options.
The options shall lapse upon the earlier of the date
specified by the Board or events contained in the Executive
Option Plan rules, including termination of employment
or resignation, redundancy, death or disablement. The
Company shall not grant options if the number of shares
to be issued on exercise of the options exceeds 5% of the
issued shares at the time the offer is made.
During the year to 30 June 2017, 725,814 options were
issued and at the date of this report there were 731,992
options on issue.
•
5. LOANS TO KEY MANAGEMENT PERSONNEL
Certain key management personnel were eligible to
participate in a loan scheme provided by a related party to
enable them to acquire shares as part of a private capital
raising undertaken by the Group in FY15, prior to listing
on the Australian Securities Exchange (“ASX”). The terms
and conditions of the loan agreement are commercial
in nature, including a market based interest rate. Under
the terms and conditions of the loan agreement, if an
employee resigns or leaves the Group before the end of
the original loan term, the loan plus any accrued interest is
repayable immediately. The loans are unsecured.
32
The Group does not guarantee or have any obligations
with respect to the loan agreement between the employee
and the related party.
At 30 June 2017, Matthew Whitlock owed $80,000 to the
related party.
6. EMPLOYMENT TERMS FOR KEY
MANAGEMENT PERSONNEL
6.1 DIRECTORS
On appointment to the Board, all non-executive Directors
enter into agreements with the Company in the form of a
letter of appointment. The agreements summarise the key
terms of engagement including compensation relevant to
the office of director.
Each appointment has no initial term, has no notice period
and is not subject to any termination benefits.
Subject to ASX Listing Rules, directors must retire from
office at the conclusion of the third annual general meeting
after the Director was last elected and will be eligible for
re-election at that annual general meeting.
Upon cessation of a Director’s appointment, the Director
will be paid his or her Director’s fees on a pro-rata basis, to
the extent that they are unpaid, up to the date of cessation.
6.2 REMUNERATION OF EXECUTIVE DIRECTORS
CHIEF EXECUTIVE OFFICER
Bevan Slattery is the founder and Chief Executive Officer
(CEO) of the Superloop Group and served as its Executive
Chairman until 22 June 2017. He served as CEO for the
Group on an interim basis from 23 February 2016 until
signing a new Executive Employment Agreement on 22
June 2017 effective for three years from 1 July 2017.
Effective 1 July 2017, Mr Slattery’s remuneration package
consists of:
•
•
fixed salary of $500,000 including superannuation;
short term incentives of up to $250,000 per annum in
the form of an annual cash bonus based on achieving
yearly objectives including budgeted EBITDA targets
and operational targets as approved by the Board
from time to time;
long term incentives of up to $250,000 per annum
over 3 years based on achieving yearly objectives
including annual budget and earnings per share
targets and other long term strategic objectives
determined by the Board to support the long term
growth of the Company.
The contract stipulates a notice period of six months,
a restraint period of twelve months and payments
on termination equal to one month’s salary including
superannuation for each month during the restraint
period.
Mr Slattery holds 395,898 options which were issued
as part of his package for the 2017 financial year, which
vested on 1 March 2017.
GROUP GM SALES & MARKETING
Matthew Hollis was appointed as an Executive Director on
1 March 2017 and is the Group GM Sales and Marketing. Mr
Hollis has an Executive Employment Agreement in place
with a term of three years.
His remuneration package consists of
•
•
fixed salary of $350,000 including superannuation;
short term incentives of up to $100,000 per annum in
the form of an annual discretionary cash bonus;
quarterly sales commissions based on meeting sales
targets.
•
The contract stipulates a notice period of three months, a
restraint period of six months and payments on termination
equal to one month’s salary including superannuation for
each month during the restraint period.
After year end, on 11 August 2017, shareholders approved
the issue of 336,094 options to Mr Hollis under the
Executive Option Plan and in accordance with the Executive
Employment Agreement with a value of $250,000.
In March 2017, Mr Hollis received a sign on bonus of
$250,000 including superannuation.
GM CLOUD AND MANAGED SERVICES
Jason Ashton was appointed as an Executive Director
on 21 December 2016 and is the GM Cloud and Managed
Services. Mr Ashton has a service agreement in place with
no fixed term and a notice period of three months. His
remuneration package includes a fixed salary of $330,747
including superannuation.
During the year, Mr Ashton participated in a short term
incentive scheme which was operated by BigAir Group
Limited prior to its acquisition by Superloop. The scheme
is no longer in operation.
6.3 REMUNERATION OF OTHER SENIOR EXECUTIVES
Remuneration and other terms of employment for
other senior executives are formalised in employment
agreements. Key terms of those employment agreements
are as follows:
Name
Contract
Duration
Notice
Period
Termination
Payments
Paul Jobbins
No fixed term
6 Months
6 Months
Ryan Crouch
No fixed term
3 Months
3 Months
Matthew Whitlock
No fixed term
1 Months
1 Months
Alex West
No fixed term
3 Months
3 Months
(1)
Base salary payable if the Company terminates the
executive without notice or without cause.
ANNUAL REPORT 2017
33
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
7. REMUNERATION FOR FY17
The tables below outline the remuneration received by Key Management Personnel (“KMP”) during the year.
This information is disclosed in accordance with the Corporations Act 2001 and the Australian Accounting Standards.
DIRECTORS
Fees and remuneration received by the Directors
Short-term employee benefits
Post
employment
benefits
Long-term
employee
benefits
Salary/
Fees
STI
Other
benefits
Total
Super-
annuation
LTI
$
EXECUTIVE DIRECTORS
Bevan Slattery(1)
2017
178,082
2016
178,082
$
-
2017
160,321
30,984
Jason Ashton(2)
Matthew Hollis(3)
Daniel Abrahams(4)
2016
-
2017
106,547
2016
-
2017
202,470
2016
273,978
NON - EXECUTIVE DIRECTORS
Michael Malone
Louise Bolger
Greg Baynton
Tony Clark
Vivian Stewart(5)
2017
70,000
2016
70,000
2017
63,927
2016
63,927
2017
80,000
2016
80,000
2017
54,975
2016
28,428
2017
38,699
2016
-
$
$
$
$
315,135
493,217
-
-
-
178,082
191,305
-
16,918
16,918
18,174
-
250,000
356,547
10,122
-
-
-
-
-
-
-
-
-
64,280
266,750
17,669
8,030
3,240
277,218
26,028
-
-
-
-
-
-
-
-
-
-
70,000
70,000
63,927
63,927
80,000
80,000
54,975
28,428
38,699
-
-
-
6,073
6,073
-
-
5,205
2,701
3,676
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Long
Service
Leave
$
Total
Remunera-
tion Package
$
% of TRP
linked to
performance
%
-
-
510,135
195,000
-
-
2,672
212,151
14.60%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
366,669
-
292,449
303,246
70,000
70,000
70,000
70,000
80,000
80,000
60,000
31,129
42,375
-
-
-
-
2.75%
-
-
-
-
-
-
-
-
-
-
-
TOTAL - 2017
2017
954,841
30,984
629,415
1,615,240
77,837
8,030
2,672
1,703,779
TOTAL - 2016
2016
694,415
-
3,240
697,655
51,720
-
-
749,375
2.29%
0.00%
Other benefits includes the value of options issued to Mr Slattery and which vested during the period.
Mr Ashton was appointed on 21 December 2016.
Mr Hollis was appointed on 1 March 2017.
Mr Abrahams resigned as an Executive Director on 18 November 2016 but continued to serve as a senior
executive as Chief Infrastructure Officer until 28 February 2017. The information above includes remuneration
until cessation of employment on 28 February 2017. Mr Abrahams received termination benefits of $64,280,
shown above in Other benefits.
Mr Stewart was appointed on 21 December 2016.
(1)
(2)
(3)
(4)
(5)
34
ANNUAL REPORT 2017
SENIOR EXECUTIVES
Fees and remuneration received by the Senior Executives;
Short-term employee benefits
Post
employment
benefits
Long-term
employee
benefits
Salary/
Fees
STI
Other
Total
Super-
annuation
LTI
$
$
$
$
$
$
Long
Service
Leave
$
Total
Remunera-
tion Package
$
% of TRP
linked to
performance
%
SENIOR EXECUTIVES
Paul Jobbins(1)
Ryan Crouch
Matt Whitlock(2)
2017
245,420
75,000
2016
53,981
2017
182,650
-
-
2016
114,158
100,000
2017
194,489
70,000
2016
144,282
150,000
FORMER SENIOR EXECUTIVES
Steven Bond(3)
Greg Bryant(4)
Matthew Greg(5)
2017
153,774
2016
20,999
2017
-
2016
179,522
2017
167,431
-
-
-
-
-
2016
114,158
100,000
TOTAL - 2017
2017
943,764
145,000
320,420
19,580
82,153
4,455
-
-
-
422,153
58,436
17,350
12,749
3,044
215,793
10,845
-
3,044
228,047
43.85%
295,713
307,989
27.98%
48.70%
18,475
12,749
13,707
-
12,896
8,341
1,758
-
-
-
-
-
-
-
-
-
-
175,011
22,757
-
199,125
37.23%
0.00%
5.91%
4.77%
0.00%
-
0.00%
5.63%
2,548
182,070
17,055
15,906
11,110
2,790
197,237
10,845
-
3,044
228,047
43.85%
1,088,764
84,207
127,102
5,834
1,305,907
20.84%
-
-
-
-
-
-
-
-
-
-
-
-
53,981
182,650
214,158
264,489
294,282
153,774
20,999
-
167,431
214,158
TOTAL - 2016
2016
627,100
350,000
2,548
979,648
58,665
-
6,088
1,044,401
33.51%
(1)
(2)
(3)
(4)
(5)
Mr Jobbins commenced employment with Superloop on 12 April 2016.
Mr Whitlock commenced employment with Superloop on 10 April 2015 as Chief Operating Officer. From
12 April 2016 until 28 February 2017 he reported to Chief Infrastructure Officer, Mr Daniel Abrahams and was
not considered Key Management Personnel for that period. The information above includes remuneration for
each financial year as if he was considered Key Management Personnel for the whole period.
Mr Bond commenced employment as General Manager, Sales and Marketing on 30 May 2016 and was
considered Key Management Personnel until 1 March 2017 when he reported to Matthew Hollis.
Mr Bryant commenced employment with Superloop on 26 March 2015 as Chief Financial Officer. Following an
internal management reorganisation on 12 April 2016, Mr Bryant reported to Paul Jobbins and for the purposes
of this report was no longer considered Key Management Personnel.
Following an internal management reorganisation on 16 May 2017, Mr Gregg, General Manager, Customer
Experience, reported to Ryan Crouch and for the purposes of this report was no longer considered Key
Management Personnel.
35
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
8. PERFORMANCE OUTCOMES FOR FY17
The following table outlines the performance of the Company over the 2017 financial year and the previous periods
since the company was incorporated. Since listing in June 2015, with an IPO share price of $1.00, Superloop Limited’s
share price has risen to $2.56 at 30 June 2017.
Year ended 30 June
Net loss
Dividends paid or declaired
Share price at the start of the year
Share price at the end of the year
2017
2016
2015*
($1,239,792)
($7,164,110)
($1,193,442)
$0.005
$2.35
$2.56
-
$1.94
$2.35
-
$1.00
$1.94
*2015 includes the period from 28 April 2014 to 30 June 2015. The share price at the start of the 2015 period refers to the issue price of
shares in the Company’s Initial Public Offering in June 2015.
The 2017 financial year was the Company’s second full financial year since listing and a year when the Company
underwent significant transformation. Throughout the year, the strategic objectives for the Group related to the
expansion of core infrastructure assets, the continued development of operating systems and the recruitment of key
personnel able to pursue these objectives.
Key achievements included:
•
•
•
•
•
the completion of Superloop’s network in Hong Kong with the construction of a 110 km fibre optic network;
the completion of the strategically important TKO Express domestic submarine in Hong Kong;
the expansion of the Group’s Australian infrastructure, network capability, product set and customer base through
the acquisition of BigAir Group Limited;
the further expansion of the Group’s Australian infrastructure through a long term agreement with Vocus; and
the acquisition of SubPartners Pty Ltd which will provide the basis for connectivity between Superloop’s
metropolitan networks.
The incentive arrangements in place throughout the year were aligned to the achievement of these strategic objectives.
The future strategic objectives for the Group continue to relate to the expansion of core infrastructure assets in
Singapore, Hong Kong and Australia and the utilisation of these networks by generating sales to key industry segments
of financial services, digital media and telecommunications providers. The integration of networks and systems of
acquired businesses is also considered strategically important. Achieving these objectives will deliver an increasing
return on the Group’s investment. The Company’s remuneration framework will support these performance outcomes
for future financial years, leading to the continued creation of shareholder value.
During the year, the following short term incentives arrangements were in place:
Name
Grant date
Performance
criteria
Contribution to
Strategic objectives
Measurement
Form of
incentive
Amount
Percentage
of grant
paid
Matthew
Whitlock
10
November
2015
Seven key
project
milestones
in relation to
construction,
installation,
rollout and
commissioning
of the Group’s
network assets
Development of
the Group’s core
infrastructure
assets being the
initial networks
strategically
positioned to
capitalise on
market demand
dynamics
Successful
provisioning
of operational
networks, meeting
of regulatory
requirements,
on-net connection
of enterprise
buildings
Cash
bonus
$50,000
100%
36
ANNUAL REPORT 2017
Matthew
Whitlock
15
February
2017
Paul
Jobbins
12
April
2016
Project
milestones in
relation to the
construction
of TKO Express
submarine cable
in Hong Kong
Development of
a strategic and
unique network
asset to attract
important
customers
Meeting group
earnings targets
and funding
targets as well
as completion of
specific projects
Meeting earnings
and funding
targets allows
the Company
to expand and
pursue growth
opportunities
Paul
Jobbins
21
December
2016
Completion of
the acquisition
of BigAir Group
including
funding the
acquisition
Strategic
acquisition to
expand the Group’s
network, products
and customer base
in Australia
Completion of the
project on time
Cash
bonus
$20,000
100%
Successful
achievement of
objectives
Cash
bonus
$35,000
Deferred to
FY18
Cash
bonus
$75,000
100%
Successful
completion
of transaction
including
arranging debt
facility, equity
raising and
scheme of
arrangement
Mr Whitlock was eligible for short term cash incentive payments of up to $200,000 over the 2016 and 2017 financial
years subject to achieving project milestones in relation to the on-net connection of enterprise buildings in Singapore
and the construction of the Company’s Hong Kong fibre network. Key project milestones were successfully met by the
target dates allowing the expansion of the Company’s business in important markets. Mr Whitlock received a further
short term incentive payment in the form of a cash bonus of $20,000 during year for the achievement of specific
project milestones in relation to the completion of the Company’s TKO Express submarine cable in Hong Kong.
There have been no alterations to any of the terms or conditions of the grants since grant date.
In addition to the incentive arrangements described above for Executive Directors Mr Slattery and Mr Hollis (refer
section 6.2), and the short term incentive policy in place (refer section 4.2), the following specific short term incentive
arrangements are currently in place for senior executives for the 2018 financial year:
Name
Grant date
Performance
criteria
Contribution to
Strategic objectives
Measurement
Form of
incentive
Minimum
amount
payable
Maximum
amount
payable
Paul
Jobbins
12
April
2016
Alex West
24
July
2017
Meeting group
earnings targets
and funding
targets as well
as completion of
specific projects
Meeting earnings
and funding
targets allows
the Company
to expand and
pursue growth
opportunities
Completion of
integration of
BigAir wireless
and backhaul
network
Integration
of networks
will optimise
performance and
drive operational
cost savings
Successful
achievement of
objectives
Cash
bonus
Nil
$35,000
Successful
integration of
networks
Cash
bonus
Nil
$100,000
37
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
During the year, Performance Rights were issued to senior executives in accordance with the Employee Rights Plan. The
Performance Rights outlined in the table below are considered long term incentive arrangements provided as part of
the senior executive’s remuneration for the 2017 financial year and beyond:
Name
Date of issue
Number of
rights
granted /
to be issued
Number of
rights vested
Issue
price of
shares
Fair value
of right
at grant
date
Vesting date
Expiry date
of rights
Daniel Abrahams
21 February 2017
21 February 2017
Paul Jobbins
Steven Bond
Ryan Crouch
Matthew Gregg
Matt Whitlock
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
4,150
4,149
4,150
4,149
13,227
13,228
13,227
13,228
4,150
4,149
4,150
4,149
4,150
4,149
4,150
4,149
-
-
-
-
-
-
-
-
13,227
$2.30
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2.28
2.28
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
2.44
15 September 2017
15 September 2017
15 September 2018
15 September 2018
15 September 2017
15 September 2017
15 September 2018
15 September 2018
15 April 2017
15 April 2017
15 April 2018
15 April 2018
15 April 2019
15 April 2019
15 April 2020
15 April 2020
15 September 2017
15 September 2017
15 September 2018
15 September 2018
15 September 2017
15 September 2017
15 September 2018
15 September 2018
15 September 2017
15 September 2017
15 September 2018
15 September 2018
15 September 2017
15 September 2017
15 September 2018
15 September 2018
38
ANNUAL REPORT 2017
9. SUMMARY OF SHARES HELD BY KEY MANAGEMENT PERSONNEL
The table below outlines the movement in shareholdings by Key Management Personnel during the year
Opening
balance
1 July 2016
Balance at
date of
appointment
Received as
part of
remuneration
Additions
Disposals
Other
movements(1)
Closing
balance
30 June 2017
Directors
Michael Malone
632,894
Bevan Slattery(2)
60,007,894
710,788
57,894
346,800
7,484
456,727
120,000
-
Greg Baynton
Louise Bolger
Tony Clark
Jason Ashton
Vivian Stewart
Matthew Hollis
Executives
Paul Jobbins
Ryan Crouch
Matt Whitlock
Alex West
Former Key
Management
Personnel
Daniel Abrahams
1,057,894
Steven Bond
5,000
Matthew Gregg
448,833
-
-
-
1,347,447
577,738
27,010
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
101,543
8,271
49,543
-
-
-
13,227
1,411
-
-
-
-
-
-
50,000
-
-
-
-
99,076
-
-
-
-
-
-
-
-
-
-
(9,470)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1,057,894)
(5,000)
(547,909)
632,894
60,007,894
812,331
66,165
396,343
1,347,447
577,738
27,010
22,122
506,727
110,530
-
-
-
-
TOTAL
63,852,208
1,952,195
13,227
309,844
(9,470)
(1,610,803)
64,507,201
(1)
(2)
Other movements are not due to disposal of shares, but are as a result of these individuals either ceasing
employment or no longer being considered Key Management Personnel for the purpose of this report.
After year end, on 11 August 2017, 1,161,495 shares were issued to Mr Slattery as partial consideration for the
acquisition of SubPartners Pty Ltd.
39
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Director’s Report (Remuneration Report)
10. SUMMARY OF OPTIONS HELD BY KEY MANAGEMENT PERSONNEL
The table below outlines the movement in options held by Key Management Personnel during the year:
Opening
balance
1 July 2016
Received as
part of
remuneration
Exercised
Other
movements
Closing
balance
30 June 2017
Vested and
exercisable
Vested
during the
year
Directors
Bevan Slattery
Matthew Hollis(1)
TOTAL
-
-
-
725,814
-
725,814
-
-
-
(329,916)
395,898
395,898
395,898
-
-
-
-
(329,916)
395,898
395,898
395,898
(1)
After year end, Mr Hollis was issued 336,094 options on 11 August 2017.
11. SUMMARY OF RIGHTS HELD BY KEY MANAGEMENT PERSONNEL
The table below outlines the movement in Performance Rights by Key Management Personnel during the year:
Opening
balance
1 July 2016
Received as
part of
remuneration
Vested and
converted to
shares
Other
movements(1)
Closing
balance
30 June 2017
Vested
during the
year
Executives
Paul Jobbins
Ryan Crouch
Matthew Whitlock
Alex West
Former key
management
personnel
Daniel Abrahams
Steven Bond
Matthew Gregg
TOTAL
-
-
-
-
-
-
-
-
61,209
(13,277)
8,299
8,299
-
8,299
8,299
8,299
-
-
-
-
-
-
-
-
-
-
(8,299)
(8,299)
(8,299)
47,982
8,299
8,299
-
-
-
-
13,227
-
-
-
-
-
-
102,704
(13,277)
(24,897)
64,580
13,227
(1)
Other movements are not due to disposal of shares, but are as a result of these individuals either ceasing
employment or no longer being considered Key Management Personnel for the purpose of this report.
12. SHARES UNDER OPTION OR PERFORMANCE RIGHTS
Details of unissued shares or interest under Option at the date of this report are:
Date of
issue
13 July 2016
11 August 2017
11 August 2017
Number of shares
under option
Class of
shares
Exercise price of
option
Vesting
date
Expiry date of
options
395,898
168,047
168,047
Ordinary
Ordinary
Ordinary
$2.00
$2.50
$2.50
01 March 2017
01 March 2018
01 March 2018
01 March 2020
01 March 2019
01 March 2020
At the date of this report there were 731,992 Options on issue. 329,916 Options lapsed during the year.
The Options are subject to the terms and conditions as set out in the Executive Option Plan. The holders of these
Options do not have the right, by virtue of the Option, to participate in any share issue or interest issue of the company.
40
ANNUAL REPORT 2017
Details of unissued shares or interest under Performance Rights at the date of this report are:
Date of
issue
13 July 2016
13 July 2016
13 July 2016
13 July 2016
13 July 2016
28 February 2017
28 February 2017
12 July 2017
12 July 2017
Number of rights
granted / to be
issued
Class of
shares
Issue price of
shares
Vesting
date
Expiry date
of options
66,409
13,228
66,374
13,227
13,228
4,150
4,149
1,038
1.037
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
-
-
-
-
-
-
-
-
-
15 September 2017 15 September 2017
15 April 2018
15 April 2018
15 September 2018 15 September 2018
15 April 2019
15 April 2019
15 April 2020
15 April 2020
15 September 2017 15 September 2017
15 September 2018 15 September 2018
15 September 2017 15 September 2017
15 September 2018 15 September 2018
15,302 Performance Rights vested and 8,300 lapsed during the year to 30 June 2017.
At the date of this report there were 182,840 Performance Rights on issue.
Performance Rights are subject to the terms and conditions as set out in the Employee Rights Plan. The holders of
the Rights are not entitled, by virtue of the Performance Right, to participate in any share issue or interest issue of the
company. Each Performance Right entitles the holder, upon vesting, to be issued one Ordinary share. The participant
must be an eligible employee on the vesting date to for the rights to vest.
13. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
There were no other transactions with key management personnel not otherwise disclosed in the report. Refer Note 29
Related Party Transactions.
This report is made in accordance with a resolution of the Board of Directors, in accordance with section 298(2) of the
Corporations Act 2001.
On behalf of the Directors
Bevan Slattery
Chief Executive Officer
28 August 2017
41
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Auditor’s Independence Declaration
42
ANNUAL REPORT 2017
Corporate
Governance
Statement
The following statement sets out the corporate governance framework adopted by the Board of Directors
(“the Board”) of Superloop Limited. The Board is dedicated to ensuring its policies and procedures in the
critical area of corporate governance meet high levels of disclosure and compliance.
As a Company listed on the Australian Securities Exchange (“ASX”), Superloop is required either to apply
the recommendations contained within the ASX Corporate Governance Council’s (“ASX CGC”) Corporate
Governance Principles and Recommendations with 2010 Amendments (3rd Edition) (“ASX 3rd Edition
Recommendations”) or disclose any differences to them.
The Board has reported against ASX 3rd Edition Recommendations for the financial year ended 30 June
2017.
43
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Corporate Governance Statement
Principle
Compliance
Commentary
Principle 1 – Lay solid foundations for management and oversight
1.1
Companies should disclose the roles and
responsibilities of its board and management,
and those which are expressly reserved to
the board and those delegated to senior
management.
Complies
The Board is responsible for the overall corporate
governance of the Company.
The role of the Board and delegation to management
have been formalised in the Corporate Governance
Charter (“Charter”) which outlines the main corporate
governance practices in place for the Company and to
which the Board and each director are committed. The
conduct of the Board is also governed by the Company’s
constitution, and where there is inconsistency with
that document, the constitution prevails to the extent
of the inconsistency. The Charter will be reviewed and
amended from time to time as appropriate taking into
consideration practical experience gained in operating
as a listed company.
The Company completes police checks, insolvency and
banned director searches before appointing directors.
Material information relevant to a decision to elect or
re-elect a Director, including biographical details and
relevant qualifications and skills brought to the Board,
is disclosed in the notice of meeting provided to
shareholders for each annual general meeting.
The Company completes police checks, insolvency and
banned director searches before appointing directors.
Material information relevant to a decision to elect or
re-elect a Director, including biographical details and
relevant qualifications and skills brought to the Board,
is disclosed in the notice of meeting provided to
shareholders for each annual general meeting.
As set out in the Charter, the Company Secretary is
accountable to the Board, through the Chairman, on
all matters to do with the proper functioning of the
Board. Each Director is entitled to access the advice
and services of the Company Secretary. Further, in
accordance with the Company’s Constitution, the
appointment or removal of a Company Secretary is a
matter for the Board as a whole.
The Company does not have a formal diversity policy.
The Board is committed to fostering a corporate
culture that embraces diversity, however the Board
considers that because of the size and the nature of
the Company it is not appropriate at this time to set
measurable objectives to achieve gender diversity.
At year end, the respective proportions of men and
women across the organisation was as follows:
Board: 7 men, 1 woman
Senior executives: 8 men, 1 woman
Whole organisation: 273 men, 67 women
1.2
appropriate
Undertake
checks before
appointing a person as a director or putting
forward a candidate for election, and provide
shareholders with all material information
relevant to a decision on whether or not to
elect or reelect a director.
Complies
1.3
Have a written agreement with each director
and senior executive setting out the terms of
their appointment.
Complies
Complies
Does not
comply
1.4
1.5
company
secretary
be
The
accountable directly to the Board, through
the chair, on all matters to do with the proper
functioning of the Board.
should
Establish a diversity policy and disclose the
policy or a summary of that policy. The policy
should include requirements to establish
measurable objectives for achieving gender
diversity and to assess annually both the
objectives and progress in achieving them,
for reporting against in each reporting period.
Disclose at the end of each reporting period
the measurable objectives for achieving
towards
gender diversity and progress
achieving them
44
ANNUAL REPORT 2017
Principle
Compliance
Commentary
1.6
1.7
2.1
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.
Complies
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.
Complies
Complies
Principle 2 - Structure the board to add value
The Board should have a nomination
committee, which has at least three members,
a majority of independent directors and is
chaired by an independent director. The
Company should disclose the charter of the
committee, the members of the committee
and the number of times the committee met
throughout the period with the individual
attendances of the members at those
meetings.
2.2
Have and disclose a board skills matrix, setting
out what the board is looking to achieve in its
membership.
Partially
The Board has adopted a charter establishing the
requirements to undertake performance reviews at
least annually. Board performance has been evaluated
during the 2017 financial year.
The Board’s broad function is to formulate strategy
and set financial targets for the Company, monitor
the implementation and execution of strategy and
performance against financial targets, appoint and
oversee the performance of executive management,
and generally take an effective leadership role in
relation to the Company.
The Chairman, with assistance from the Remuneration
and Nomination Committee, annually assesses the
performance of Directors and senior executives, and
the Chairman’s performance is assessed by at least 2
independent non-executive Directors.
A Remuneration and Nomination Committee has
been established with its own Charter. A copy of the
Committee’s charter, which forms part of the Corporate
is available on Superloop’s
Governance Charter,
website at www.superloop.com/investor.
The committee consists of:
• Ms Louise Bolger (Committee Chair), Independent
non-executive Director,
• Mr Greg Baynton, Independent non-executive
Director, and
• Mr Vivian Stewart, Independent non-executive
Director.
Refer to the Directors’ Report for the number of
meetings held during the year and the attendance of
the members at those meetings.
The Company has established a charter for the
Remuneration and Nomination Committee which sets
out the Committee’s responsibility with respect to the
mix of skills, expertise and experience of current and
proposed Board members.
Together, the current Directors have a broad range of
experience, expertise, skills, qualifications and contacts
relevant to the Company and its business. The Board
has prepared and considered a board skills matrix but
has not disclosed it.
45
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Corporate Governance Statement
Principle
Compliance
Commentary
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
Complies
• Mr Michael Malone (appointed 27 April 2015)
• Ms Louise Bolger (appointed 27 April 2015)
• Mr Greg Baynton (appointed 28 April 2014)
• Mr Richard (Tony) Clark (appointed 23 December
2015)
• Mr Vivian Stewart (appointed 21 December 2016)
While Mr Baynton has had a long business relationship
with Mr Slattery, as co-directors and investors of PIPE
Networks Limited and NEXTDC Limited, the Board
does not believe that those relationships influence Mr
Baynton to extent that he ought not be classified as
independent.
2.4
A majority of the Board should be independent
Complies
The Board currently has eight members of whom five
are independent non-executive Directors.
2.5
The chair of the Board should be an
independent director and should not be the
CEO.
Complies
The Chairman is Mr Michael Malone, an independent
non-executive director.
The CEO is Mr Bevan Slattery, an Executive Director
2.5
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
Complies
The Company has established an induction process
and provides professional development opportunities
for Directors.
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.
Complies
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
practice in corporate governance.
The Code of Conduct forms part of the Corporate
Governance Charter and is available at the Company’s
website at www.superloop.com/investor
46
ANNUAL REPORT 2017
4.1
4.2
Principle
Compliance
Commentary
Principle 4 - Safeguard integrity in corporate reporting
Complies
The Board 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 Company should
disclose the charter of the committee, the
relevant qualifications and experience of
members of the committee and the number
of times the committee met throughout the
period with the individual attendances of the
members at those meetings.
An Audit and Risk Committee has been established
with its own Charter. A copy of the Committee’s
charter, which forms part of the Corporate Governance
Charter, is available on Superloop’s website at www.
superloop.com/investor.
The committee consists of:
Mr Greg Baynton, (committee Chair) Independent
non-executive Director,
Mr Michael Malone,
Director, and
Mr Vivian Stewart, Independent non-executive Director.
Independent non-executive
The relevant qualifications and experience for each
committee member are disclosed in the Directors’
Report.
The number of meetings held during the year and the
attendance of the members at those meetings is also
disclosed in the Directors’ Report.
Complies
The Company has implemented this requirement and
the declarations are provided to the Board.
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.
Complies
Superloop’s auditor attends the Company’s AGM
and shareholders are entitled to ask questions in
accordance with the Corporations Act and these
Guidelines.
Principle 5 - Make timely and balanced disclosure
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.
Complies
Principle 6 - Respect the rights of security holders
6.1
Provide information about the Company and
its governance to investors via its website.
Complies
Superloop has a written Continuous Disclosure Policy
that 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.
The policy is available at the Company’s website at
www.superloop.com/investor
The Board Charter and other applicable policies
are available on the Company’s website. All market
releases and reports are also made available on the
Company’s website.
47
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Corporate Governance Statement
Principle
Compliance
Commentary
6.2
Design and implement an investor relations
program to
facilitate effective two-way
communication with investors.
Complies
6.3
Disclose the policies and processes in place
to facilitate and encourage participation at
meetings of security holders.
Complies
The Company aims to ensure that all shareholders are
well informed of all major developments affecting the
Company. The Board Charter sets out the Company’s
obligations with respect to investor relations and the
Company has adopted a Continuous Disclosure Policy.
The Company facilitates effective participation at
General Meetings, as well as the ability to submit
written questions ahead of the meetings. The
Company adopts appropriate technologies to facilitate
the effective communication and conduct of general
meetings.
security holders
Give
to
receive communications from, and send
communications to, the Company and its
share registry electronically.
the option
Complies
The Company, via its shareholder website and its
share registry, provides security holders the option to
receive and send electronic communications.
Principle 7- Recognise and manage risk
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 Company should disclose the
charter of the committee, the members of
the committee and the number of times the
committee met throughout the period with
the individual attendances of the members at
those meetings.
Complies
The Company has a combined Audit and Risk
Committee. The functions and operations of the
Committee are established under the Charter.
The Audit and Risk Management Committee consists
of
three non-executive Directors. non-executive
Director chairs the committee. Refer principle 4.1 for
additional disclosures.
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.
Complies
The Committee continues to develop and enhance its
risk management framework.
Reviews of the risk management framework and risk
register are undertaken at least annually. In addition,
the Board is provided and reviews detailed risk
assessments of material projects on an ongoing basis.
A review of the risk management framework was
undertaken during the financial year.
Complies
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.
The Company does not have an internal audit function
due to the Company’s size, nature and scale of its
operations. The Company has an external auditor and
the Audit and Risk Management Committee monitors
and evaluates material or systemic risks.
The Board believes it and the Audit and Risk
Management Committee have appropriate oversight
of existing operations and risks.
6.4
7.1
7.2
7.3
48
ANNUAL REPORT 2017
Principle
Compliance
Commentary
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.
Complies
The Board has disclosed what it believes are the
material risks faced by the business in the Directors’
Report.
8.1
8.2
8.3
Complies
Principle 8- Remunerate fairly and responsibly
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 Company should
disclose the charter of the committee, the
members of the committee and the number
of times the committee met throughout the
period with the individual attendances of the
members at those meetings.
The Board has established a Remuneration and
Nomination Committee to assist the Board to
discharge its responsibilities in relation to remuneration
and issues relevant to remuneration policies and
practices, including those for senior management
and Directors. The remuneration committee consists
of three Directors, all of whom are independent, non-
executive Directors and is chaired by an independent,
non-executive Director who is not the Chairman.
The composition and role of the Remuneration and
Nomination Committee is set out in the Remuneration
and Nomination Committee Charter. Refer principle 2.1
for additional disclosures.
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
Complies
The Company’s Remuneration Report within the
Directors’ Report sets out the policies and practices
for the remuneration of non-executive directors,
executive directors and senior executives. No Director
or senior executive is involved directly in deciding their
own remuneration.
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.
Complies
In accordance with the Company’s Securities Trading
Policy, participants are not permitted to enter into
transactions which limit economic risk related to
equity-based remuneration scheme without written
clearance.
49
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Financial
Report
These financial statements are the consolidated financial statements of the consolidated entity consisting of
Superloop Limited (ABN 96 169 263 094) and its controlled entities.
Superloop Limited is a company limited by shares, incorporated and domiciled in Australia. The financial
statements are presented in the Australian currency.
Superloop’s registered office and principal place of business is Level 17, 333 Ann Street, Brisbane QLD 4000.
A description of the nature of the consolidated entity’s operations and its principal activities is included in
the Directors’ Report on page 16, which is not part of these financial statements.
The financial statements were authorised for issue by the Directors on 28 August 2017. The Directors have
the power to amend and reissue the financial statements.
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Report
50
51
52
53
54
55
Financial Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2017
ANNUAL REPORT 2017
RESULTS FROM CONTINUING OPERATIONS
Revenue
Other gains from transactions with customers
Direct costs
Profit after direct costs
OPERATING EXPENSES
Employee benefits expense
Professional fees
Marketing costs
Office and administrative expenses
Total operating expenses
Note
30 June 2017
$
30 June 2016
$
5
6
59,805,182
-
(28,026,161)
31,779,021
(14,802,708)
(6,301,485)
(1,056,867)
(5,045,361)
(27,206,421)
6,248,753
754,617
(5,063,806)
1,903,564
(4,168,141)
(1,312,789)
(300,903)
(1,785,738)
(7,567,571)
Earnings before interest-paid, tax, depreciation, amortisation and
4,572,600
(5,637,007)
foreign exchange gains/losses (EBITDA)
Depreciation and amortisation expense
Interest expense
Foreign exchange gains
Loss before income tax
Income tax expense
Loss for the year after tax from contributing operations
Other comprehensive income, net of income tax Items that may
have been reclassified subsequently to profit or loss:
Exchange differences arising from translation of foreign operations
Net fair value loss on hedging transactions entered into the cash
flow hedge reserve
7
8
9
(9,012,643)
(1,235,735)
12,534
(5,663,244)
4,423,452
(1,239,792)
(1,881,969)
-
354,866
(7,164,110)
-
(7,164,110)
(5,122,485)
(820,329)
457,999
(368,560)
Total other comprehensive income, net of income tax
(5,942,814)
89,439
Total comprehensive loss for the year
(7,182,606)
(7,074,671)
Loss for the year attributable to:
> Owners of Superloop Limited
Total comprehensive loss for the year attributable to:
> Owners of Superloop Limited
(1,239,792)
(7,164,110)
(7,182,606)
(7,074,671)
Loss per share for loss attributable to the ordinary equity
holders of the group
Basic loss per share
Diluted loss per share
The notes following the financial statements form part of the financial report.
Note
Cents
Cents
(0.69)
(0.69)
(6.81)
(6.81)
51
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Financial Report
Consolidated Statement of Financial Position
As at 30 June 2017
ASSESTS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Current tax asset
Other current assets
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Other non-current assets
Intangible assets
Deferred tax assets
Total non-current assets
TOTAL ASSETS
LIABILITES
CURRENT LIABILITES
Trade and other payables
Provisions
Deferred revenue
Interest-bearing borrowings
Total current liabilities
NON-CURRENT LIABILITES
Provisions
Deferred revenue
Interest-bearing borrowings
Deferred tax liabilites
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Other equity
Accumulated losses
TOTAL EQUITY
The notes following the financial statements form part of the financial report.
52
Note
30 June 2017
$
30 June 2016
$
10
11
12
13
12
14
15
16
18
19
17
18
19
17
20
21
22
23
7,104,685
10,549,796
2,898,701
2,708,752
23,261,934
147,616,941
298,714
235,538,982
1,943,363
385,389,000
408,650,934
26,506,303
1,916,767
1,957,882
31,563
30,412,515
2,617,708
474,691
29,632,910
12,040,841
44,766,150
75,178,665
45,854,135
1,397,290
-
471,550
47,722,975
66,850,737
17,180
12,363,209
-
79,231,126
126,954,101
6,579,093
342,124
204,314
-
7,125,531
69,303
22,458
-
-
91,761
(7,217,292)
333,472,269
119,736,809
351,290,163
(4,893,516)
(3,327,034)
(9,597,344)
333,472,269
131,186,364
235,031
(3,327,034)
(8,357,552)
119,736,809
ANNUAL REPORT 2017
Consolidated Statement of Changes in Equity
For the year ended 30 June 2017
Note
Contributed
equity
$
131,186,364
-
-
-
-
222,301,981
(2,198,182)
Balance at 1 July 2016
Loss for the year
Other comprehensive
income for the year
Total comprehensive loss
for the year
Share based payments
Issue of ordinary share
capital
Share issue costs
Reserves
Other equity
$
$
Accumulated
losses
$
Total equity
$
235,031
-
(5,942,814)
(5,942,814)
814,267
-
-
(3,327,034)
-
(8,357,552)
(1,239,792)
119,736,809
(1,239,792)
(5,942,814)
-
-
-
-
-
-
(1,239,792)
(7,182,606)
-
-
-
814,267
222,301,981
(2,198,182)
Balance at 30June 2017
351,290,163
(4,893,516)
(3,327,034)
(9,597,344)
333,472,269
Note
Contributed
equity
$
58,144,794
-
-
-
Balance at 1 July 2015
Loss for the year
Other comprehensive
income for the year
Total comprehensive loss
for the year
Issue of ordinary share
75,306,005
capital
Share issue costs
Balance at 30June 2016
(2,264,435)
131,186,364
Reserves
Other equity
$
$
Accumulated
losses
$
Total equity
$
145,592
-
89,439
89,439
-
-
(3,327,034)
-
-
-
-
-
(1,193,442)
(7,164,110)
-
53,769,910
(7,164,110)
89,439
(7,164,110)
(7,074,671)
-
-
75,306,005
(2,264,435)
235,031
(3,327,034)
(8,357,552)
119,736,809
The notes following the financial statements form part of the financial report.
53
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Financial Report
Consolidated Statement of Cash Flows
For the year ended 30 June 2017
OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Income taxes received / (paid)
Net cash outflow from operating activities
INVESTING ACTIVITIES
Interest received
Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Payments for intangible assets
Net cash outflow on acquisition of subsidiaries
Transaction costs associated with the acquisition of subsidiaries
Non-current deposits
Note
30 June 2017
$
30 June 2016
$
57,875,152
(53,509,527)
302,149
4,667,774
6,445,063
(12,775,358)
-
(6,330,295)
30
514,669
50,700
(52,620,433)
(30,654,996)
-
(16,240,413)
(43,663,892)
(4,376,289)
-
755,719
(204,530)
(4,648,685)
(55,164)
(17,180)
Net cash inflow / (outflow) from investing activities
(116,386,358)
(34,765,136)
FINANCING ACTIVITIES
Proceeds from issues of shares
Transaction costs paid in relation to issue of shares
Payment of pre-acquisition financing
Repayment of borrowings
Proceeds from borrowings (net of fees)
Interest paid
Net cash inflow from financing activities
Net increase in cash and cash equivalents held
Cash and cash equivalents at the beginning of the year
FX movement in cash
Cash and cash equivalents at the end of the year
10
10
77,830,239
(2,154,647)
-
(30,055,019)
29,632,910
(1,235,735)
74,017,748
(37,700,836)
45,854,135
(1,048,614)
7,104,685
71,806,005
(1,943,679)
(518,134)
-
-
-
69,344,192
28,248,761
18,011,900
(406,526)
45,854,135
The notes following the financial statements form part of the financial report.
54
Notes to the Consolidated Financial Report
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
Summary of significant accounting policies
Application of new and revised accounting standards
Critical accounting estimates and judgements
Segment information
Revenue
Other gains and losses
Interest expense
Foreign exchange gains
Income tax expense
Cash and cash equivalents
Trade and other receivables
Other assets
Property, plant and equipment
Intangible assets
Deferred tax assets
Trade and other payables
Interest-bearing loans and borrowings
Provisions
Deferred revenue
Deferred tax liabilities
Contributed equity
Reserves
Accumulated losses
Dividends
Key management personnel disclosures
Remuneration of auditors
Operating lease arrangements
Commitments and contingencies
Related party transactions
Reconciliation of loss after income tax to net cash flow from operating activities
Non-cash transactions
Financial risk management
Earnings per share
Subsidiaries
Events occurring after the reporting period
Parent entity financial information
Controlled entities acquired or disposed
ANNUAL REPORT 2017
56
61
62
63
66
6,445,063
66
(12,775,358)
66
(6,330,295)
66
67
50,700
67
(30,654,996)
68
755,719
69
(204,530)
69
(4,648,685)
70
(55,164)
(17,180)
72
(34,765,136)
72
72
73
71,806,005
74
(1,943,679)
74
(518,134)
-
74
-
76
69,344,192
76
76
28,248,761
77
18,011,900
77
(406,526)
45,854,135
78
78
79
80
80
80
83
84
85
85
86
55
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
1. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The principal accounting policies adopted
the
preparation of these consolidated financial statements
are set out below. These policies have been consistently
applied to all years presented, unless otherwise stated.
The financial statements are for the consolidated entity
consisting of Superloop Limited and its subsidiaries.
Superloop Limited is a public company limited by shares,
incorporated and domiciled in Australia.
in
(A) REPORTING YEAR AND COMPARATIVE
INFORMATION
These financial statements cover the period 1 July 2016 to
30 June 2017. The prior year covers the period 1 July 2015
to 30 June 2016.
(B) BASIS OF PREPARATION
These general purpose financial statements have been
prepared
in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations Act
2001. Superloop Limited is a for-profit entity for the
purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Superloop
Group also comply with International Financial Reporting
Standards (‘IFRS’) as
International
issued by
Accounting Standards Board (‘IASB’).
the
(ii) New and amended standards adopted by the Group
The Superloop Group has adopted all of the new, revised
or amending Accounting Standards and interpretations
issued by the Australian Accounting Standards Board
(‘AASB’) that are mandatory for the current reporting
period. None of the new, revised or amended standards
had a material impact on in the current period or any prior
period.
(iii) Early adoption of standards
The Group has not elected to apply any pronouncements
before their operative date in the financial year beginning
1 July 2016.
(iv) Historical cost convention
These financial statements have been prepared under the
historical cost convention.
(v) Critical accounting estimates
The preparation of financial statements requires the use
of certain critical accounting estimates. It also requires
management to exercise its judgement in the process
of applying the Group’s accounting policies. The areas
involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to
the financial statements are disclosed in Note 3.
(vi) Going concern
The consolidated financial statements have been prepared
on a going concern basis. At 30 June 2017, current liabilities
exceeded current assets by $7.1 million principally due to
one off liabilities associated with acquisitions made by
Superloop of which $2.7 million was settled by the issue
of Superloop shares as deferred consideration.
56
Based on forecast profitability, positive operating cash
flows and the significant available funding capacity
under the Group’s three year debt facility ($47.2 million
unused facilities at 30 June 2017), the directors are of
the opinion that no material uncertainties exist in relation
to events or conditions which cast doubt on the Group’s
ability to continue as a going concern.
The financial statements have been prepared on the basis
that the Group will continue as a going concern.
(C) PRINCIPLE OF CONSOLIDATION
(i) Subsidiaries
Subsidiaries are all entities (including structured entities)
over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and
has the ability to affect those returns through its power
to direct the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is transferred
to the Group. They are deconsolidated from the date that
control ceases. The acquisition method of accounting is
used to account for business combinations by the Group.
Inter-company transactions, balances and unrealised
gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated unless
the transaction provides evidence of an impairment of the
transferred asset. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency
with the policies adopted by the Group.
(ii) Business Combinations under Common Control
A business combination involving entities or businesses
under common control is a business combination in which
all of the combining entities or businesses are ultimately
controlled by the same party or parties both before and
after the business combination, and that the control is not
transitory.
Where an entity within the Group acquires an entity under
common control, the acquirer consolidates the carrying
values of the acquired entity’s assets and liabilities from
the date of acquisition. No fair value adjustments are made
to the acquired entity’s assets and liabilities at the date of
acquisition. The consolidated financial statements of the
Superloop Group include the acquired entity’s income
and expenses from the date of acquisition onwards. Any
difference between the fair value of the consideration
paid / transferred by the acquirer and the net assets /
(liabilities) of the acquired entity are taken to the common
control reserve within other equity. This reserve relates
to transactions during the period ended 30 June 2015 to
form the Group.
(D) SEGMENT REPORTING
Operating segments are reported in a manner consistent
with the operations of the Group and the internal reporting
provided to the chief operating decision maker. During the
year, operating segments have been expanded to include
the Connectivity and Managed Services divisions.
(E) REVENUE RECOGNITION
Revenue is measured at the fair value of the consideration
received or receivable. Amounts disclosed as revenue are
net of returns, trade allowances, rebates and amounts
collected on behalf of third parties.
Notes to the Consolidated Financial Report
The Group recognises revenue when the amount of
revenue can be reliably measured, it is probable that
future economic benefits will flow to the entity and
specific criteria have been met for each of the activities
as described below. The Group bases its estimates on
historical results, taking into consideration the type of
customer, the type of transaction and the specifics of
each arrangement.
Revenue is recognised for the major business activities as
follows:
(i) Customer Revenue
Revenue on services is recognised when the service has
been provided, the amount of revenue can be measured
reliably and it is probable that the economic benefits
associated with the transaction will flow to the Group.
Revenue from
is
recognised in line with the delivery of the service, based
on the stage of completion.
long term capacity arrangements,
Upfront discounts provided to customers are amortised
over the life of the customer contract.
is no direct
Installation fees charged where there
for the establishment of services are
expenditure
brought to account as revenue over the effective life of
the customer contracts. Installation fees charged as a
recovery of direct operational expenditure are brought to
account as revenue at the time of the transaction.
Revenue from the sale of goods (hardware or software) is
recognised when the Group has transferred to the buyer
the significant risks and rewards of ownership, generally
when the customer has taken undisputed delivery of the
goods.
Revenue from the sale of goods with no significant service
obligation is recognised on delivery.
(ii) Other Revenue
Interest income
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Group reduces
the carrying amount to its recoverable amount, being
the estimated future cash flow discounted at the original
effective interest rate of the instrument, and continues
unwinding the discount as
Interest
income on impaired loans is recognised using the original
effective interest rate.
income.
interest
Research & Development Tax Offset
The Group applies AASB 120 Accounting for Government
Grants and Disclosure of Government Assistance in
accounting for the Research & Development (R&D) Tax
Offset, whereby a credit is recognised in profit before
tax over the periods necessary to match the benefit
of the credit with the costs for which it is intended to
compensate. Such periods will depend on whether the
R&D costs are capitalised or expensed as incurred. Where
R&D costs are capitalised, the government grant income
is deferred and recognised over the same period that such
costs are amortised.
ANNUAL REPORT 2017
(F) CASH AND CASH EQUIVALENTS
For the purpose of presentation in the Consolidated
Statement of Cash Flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial
institutions and term deposits 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. Bank overdrafts, if applicable,
are shown within borrowings in current liabilities in the
Consolidated Statement of Financial Position.
(G) TRADE RECEIVABLES
Trade receivables are recognised initially at fair value
and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Trade receivables are generally due for settlement within
30 days. They are presented as current assets unless
collection is not expected for more than 12 months after
the reporting date.
Collectability of trade receivables is reviewed on an
ongoing basis. Debts which are known to be uncollectible
are written off by reducing the carrying amount directly.
An allowance account (provision for impairment of trade
receivables) is used when there is objective evidence
that the Group will not be able to collect all amounts
due according to the original terms of the receivables.
Significant financial difficulties of the debtor, probability
that the debtor will enter bankruptcy or financial
reorganisation, and default or delinquency in payments
(more than 90 days overdue) are considered indicators
that the trade receivable is impaired. The amount of the
impairment allowance is the difference between the asset’s
carrying amount and the present value of estimated future
cash flows, discounted at the original effective interest
rate. Cash flows relating to short-term receivables are not
discounted if the effect of discounting is immaterial.
The amount of the impairment loss is recognised in the
Consolidated Statement of Comprehensive Income within
administrative expenses. When a trade receivable for
which an impairment allowance had been recognised
becomes uncollectible in a subsequent year, it is written off
against the allowance account. Subsequent recoveries of
amounts previously written off are credited against other
administrative expenses in the Consolidated Statement of
Comprehensive Income.
(H) CONSUMPTION TAXES
Revenues, expenses and assets are recognised net of the
amount of associated consumption tax per jurisdiction,
is not
unless the consumption based tax
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset
or as part of the expense.
incurred
Receivables and payables are stated inclusive of the
amount of consumption based tax receivable or payable.
The net amount of the consumption based tax recoverable
from, or payable to, the taxation authority is included
with other receivables or payables in the consolidated
statement of financial position.
Cash flows are presented on a gross basis. The consumption
based tax components of cash flows arising from investing
or financing activities which are recoverable from, or
57
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
payable to the taxation authority, are presented as
operating cash flows.
assets. Loans and receivables are included in trade and
other receivables (Note 11) in the Consolidated Statement
of Financial Position.
(I) INCOME TAX
The income tax expense or revenue for the year is the tax
payable on the current year’s taxable income based on the
applicable income tax rate in each jurisdiction, adjusted by
changes in deferred tax assets and liabilities attributable
to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis
of the tax laws enacted or substantively enacted at the
end of the reporting year in each jurisdiction. Management
periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions where
appropriate on the basis of amounts expected to be paid
to the tax authorities.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in
the financial statements. However, deferred tax liabilities
are not recognised if they arise from the initial recognition
of goodwill. Deferred income tax is also not accounted for
if it arises from initial recognition of an asset or liability in
a transaction other than a business combination that at
the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined
using tax rates (and laws) that have been enacted or
substantially enacted by the end of the reporting year and
are expected to apply when the related deferred income
tax asset is realised or the deferred income tax liability is
settled.
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.
Deferred tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate
to the same taxation authority. Current tax assets and
tax liabilities are offset where the Group has a legally
enforceable right to offset and intends either to settle on
a net basis, or to realise the asset and settle the liability
simultaneously.
Current and deferred tax is recognised in the Consolidated
Statement of Comprehensive Income, except to the extent
that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly in
equity, respectively.
(J) INVESTMENTS AND OTHER FINANCIAL ASSETS
Loans and receivables
Classification
Loans and receivables are non-derivative financial assets
with fixed or determinable payments that are not quoted
in an active market. They are included in current assets,
except for those with maturities greater than 12 months
after the reporting year which are classified as non-current
58
Measurement
At initial recognition, the Group measures a financial
asset at its fair value plus, in the case of a financial asset
not at fair value through the Consolidated Statement of
Comprehensive Income, transaction costs that are directly
attributable to the acquisition of the financial asset. Loans
and receivables are subsequently carried at amortised
cost using the effective interest method.
Impairment
The Group assesses at the end of each reporting year
whether there is objective evidence that a financial asset
or group of financial assets is impaired. A financial asset
or a group of financial assets is impaired and impairment
losses are incurred only if there is objective evidence
of impairment as a result of one or more events that
occurred after the initial recognition of the asset (a ‘loss
event’) and that loss event (or events) has an impact on
the estimated future cash flows of the financial asset or
group of financial assets that can be reliably estimated.
Assets carried at amortised cost
For loans and receivables, the amount of the loss is
measured as the difference between the asset’s carrying
amount and the present value of estimated future cash
flows (excluding future credit losses that have not been
incurred) discounted at the financial asset’s original
effective interest rate. The carrying amount of the asset
is reduced and the amount of the loss is recognised in the
Consolidated Statement of Comprehensive Income.
If, in a subsequent period, the amount of the impairment
loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised
(such as an improvement in the debtor’s credit rating),
the reversal of the previously recognised impairment
loss is recognised in the Consolidated Statement of
Comprehensive Income. Impairment testing of trade
receivables is described in Note 1(G).
(K) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost
less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the Group and the
cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate
asset is derecognised when replaced. All other repairs and
maintenance are charged to the Consolidated Statement
of Comprehensive Income during the reporting year in
which they are incurred.
Depreciation on other assets is calculated using the
straight-line method to allocate their cost, net of their
residual values, over their estimated useful lives or, in the
case of leasehold improvements and certain leased plant
and equipment, the lease term (if shorter) as follows:
Notes to the Consolidated Financial Report
ANNUAL REPORT 2017
Category
Network assets
Fibre opric cable
Communications assets
Other assets
Office furnature and equipment
Leasehold improvements
Useful Life
25-40 Years
15-25 Years
3-5 Years
3-10 Years
3-10 Years
3-10 Years
Assets in the course of construction are transferred to
property, plant and equipment upon successful testing
and commissioning.
(M) INTANGIBLE ASSETS
The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite
useful lives are amortised over the useful lives:
Category
Rights and licenses
Software
Customer, brand & trademarks
Useful Life
3-15 Years
3-5 Years
4-10 Years
Intangible assets with finite useful lives are assessed
for impairment whenever there is an indication that the
intangible asset may be impaired The amortisation year
and the amortisation method for an intangible asset with a
finite useful life are reviewed at least at each financial year
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing the
amortisation year or method, as appropriate, which is a
change in accounting estimate.
Intangible assets with indefinite useful lives are tested
for impairment annually, either individually or at the cash
generating unit level. Such intangibles are not amortised.
The useful life of an intangible asset with an indefinite
useful life is reviewed each reporting year to determine
whether the indefinite useful life assessment continues to
be supportable. If not, the change in useful life assessment
from indefinite to finite is accounted for as a change in
an accounting estimate and is thus accounted for on a
prospective basis.
Indefeasible Rights to Use (‘IRUs’)
IRUs of capacity are recognised as intangible assets and
are amortised on a straight-line basis over the remaining
life of the contracts.
Goodwill
Goodwill acquired in a business combination is initially
measured at cost of the business combination being
the excess of the consideration transferred over the fair
value of the Group’s net identifiable assets acquired
and liabilities assumed. Goodwill has an indefinite useful
life and as such, is not amortised. The carrying value is
assessed at each reporting date against the value of the
cash generating units to which it is assigned.
Software
On the acquisition of a company, internally developed
software and systems are valued and brought to account
as intangible assets. The software is valued at its amortised
replacement cost. Software is amortised on a straight-line
basis over the period of its expected benefit, being its
finite life of between 3 to 5 years.
Spectrum Licenses
Spectrum licence assets acquired as part of a business
combination are measured at their fair value at the date of
acquisition less accumulated amortisation and impairment
charges. The amortisation of spectrum licence assets
is calculated on a straight-line basis over the expected
useful life of the asset based on the current renewal dates
of each licence.
Customer acquisition costs
Direct customer acquisition costs in relation to customer
contracts are recognised as an asset where it is probable
that the future economic benefits arising as a result
of the costs incurred will flow to the Group. Customer
acquisition costs recognised as an asset are amortised
from the inception of the contract over the lesser of the
period of the contract and the period during which the
future economic benefits are expected to be obtained,
and reviewed for impairment at the end of the financial
year. Customer acquisition costs not recognised as an
asset are expensed as incurred.
Other intangibles
Other intangibles are amortised on a straight-line basis
over the period of their expected benefit.
(N) LEASES
Leases of property, plant and equipment where the Group,
as lessee, has substantially all the risks and rewards of
ownership are classified as finance leases. Finance leases
are capitalised at the lease’s inception at the fair value
of the leased property or, if lower, the present value of
the minimum lease payments. The corresponding rental
obligations, net of finance charges, are included in other
short-term and long-term payables. Each lease payment
is allocated between the liability and finance cost. The
finance cost is charged to the profit or loss over the lease
period so as to produce a constant periodic rate of interest
on the remaining balance of the liability for each period.
The property, plant and equipment acquired under finance
leases is depreciated over the asset’s useful life or over
the shorter of the asset’s useful life and the lease term if
there is no reasonable certainty that the Group will obtain
ownership at the end of the lease term. Leases in which a
significant portion of the risks and rewards of ownership
are not transferred to the Group as lessee are classified
as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are
charged to profit or loss on a straight-line basis over the
period of the lease.
(O) IMPAIRMENT OF ASSETS
Intangible assets that have an indefinite useful life are not
59
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
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 assets are tested for impairment whenever events
or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is
recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value less costs
to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash inflows which
are largely independent of the cash inflows from other
assets or groups of assets (cash-generating units).
With the exception of goodwill, all assets are subsequently
loss
indications that an
reassessed for
previously recognised may no longer exist. An impairment
charge is reversed if the cash-generating unit’s recoverable
amount exceeds its carrying amount.
impairment
(P) TRADE AND OTHER PAYABLES
These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial year
which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition. Trade and
other payables are presented as current liabilities unless
payment is not due within 12 months from the reporting
date. They are recognised initially at their fair value and
subsequently measured at amortised cost using the
effective interest method.
(Q) BORROWINGS
Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
amount is recognised in the Consolidated Statement of
Comprehensive Income over the year of the borrowings
using the effective
interest method. Fees paid on
the establishment of loan facilities are recognised as
transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. In this
case, the fee is deferred until the draw down occurs. To the
extent there is no evidence that it is probable that some or
all of the facility will be drawn down, the fee is capitalised
as a prepayment for liquidity services and amortised over
the year of the facility to which it relates.
(R) EMPLOYEE BENEFITS
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary
benefits and annual leave expected to be settled within
12 months after the end of each reporting year in which
the employees render the related service are recognised
in respect of employees’ services up to the end of the
reporting year and are measured at the amounts expected
to be paid when the liabilities are settled. The liability
for annual leave is recognised in provision for employee
benefits.
(ii) Other long-term employee benefit obligations
The liability for long service leave and annual leave which
is not expected to be settled within 12 months after the end
of the reporting year in which the employees render the
60
related service is recognised in the provision for employee
benefits and measured as the present value of expected
future payments to be made in respect of services provided
by employees up to the end of the reporting year using
the projected unit credit method. Consideration is given
to expected future wage and salary levels, experience of
employee departures and periods of service. Expected
future payments are discounted using market yields at the
end of the reporting year on high quality corporate bonds
with terms to maturity and currency that match, as closely
as possible, the estimated future cash outflows.
(iii) Retirement benefit obligations
Except
for the statutory superannuation guarantee
charge, the Group does not have any other retirement
benefit obligations.
(iv) Share-based payments
Equity-settled share-based payments to employees and
others providing similar services are measured at the fair
value of the equity instruments at the grant date. This fair
value is expensed on a straight-line basis over the vesting
period with a corresponding increase in equity.
(S) BORROWINGS COSTS
Borrowing costs incurred for the construction of any
qualifying asset are capitalised during the year of time
that is required to complete and prepare the asset for its
intended use or sale. Other borrowing costs are expensed.
(T) CONTRIBUTED EQUITY
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from
the proceeds.
(U) FOREIGN EXCHANGE
The financial statements are presented in Australian
dollars, which is the Group’s presentation currency.
Foreign Currency Transactions
Foreign currency transactions are translated into the
functional currency of the entity using the exchange rates
prevailing at the date of the transactions.
Foreign Operations
liabilities of foreign operations are
The assets and
translated into the presentation currency (Australian
dollars) using the exchange rates as at the reporting date.
The revenues and expenses of the foreign operations are
translated into the presentation currency using the average
exchange rates, which approximate the rate at the date of
the transaction. All resulting foreign exchange differences
are recognised in other comprehensive income through
the foreign currency reserve in equity.
(V) EARNINGS PER SHARE
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
•
•
the profit / (loss) attributable to owners of the Group,
excluding any costs of servicing equity other than
ordinary shares
by the weighted average number of ordinary shares
outstanding during the financial period, adjusted for
ANNUAL REPORT 2017
•
bonus elements in ordinary shares issued during the
year (Note 33).
2. APPLICATION OF NEW AND REVISED
ACCOUNTING STANDARDS
(ii) 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 additional ordinary
shares that would have been outstanding assuming
the conversion of all dilutive potential ordinary shares.
(W) ROUNDING OF AMOUNTS
The Company is of a kind referred to in the Australian
Securities and Investments Commission Corporations
(Rounding in Financial/Directors’ Reports) Instrument
2016/191, dated 24 March 2016 and issued pursuant to
section 341(1) of the Corporations Act 2001. In accordance
with that Instrument, amounts in the financial statements
have been rounded to the nearest dollar.
(X) HEDGING
Hedging of risk exposure can be carried out using
instruments. Derivatives are
derivatives or physical
initially recognised at fair value at the date the derivative
contract is entered into and are subsequently remeasured
to their fair value at the end of each reporting period.
The resulting gain or loss is recognised in profit or loss
immediately unless the derivative is designated and
effective as a hedging instrument, in which event the
timing of the recognition in profit or loss depends on the
nature of the hedge relationship.
(Y) HEDGE ACCOUNTING
Superloop designates certain hedging instruments as
either fair value hedges or cash flow hedges. Hedges of
foreign exchange risk on firm commitments are accounted
for as cash flow hedges.
(i) Cash flow hedge
The effective portion of changes in the fair value of
financial instruments that are designated and qualify as
cash flow hedges is recognised in other comprehensive
income and accumulated under the heading of cash flow
hedging reserve. The gain or loss relating to the ineffective
portion is recognised immediately in profit or loss, and is
included in the ‘other gains and losses’ line item.
(ii) Fair Value hedge
Changes in the fair value of financial instruments that
are designated and qualify as fair value hedges are
recognised in profit or loss immediately, together with any
changes in the fair value of the hedged asset or liability
that are attributable to the hedged risk. The change in
the fair value of the hedging instrument and the change
in the hedged item attributable to the hedged risk are
recognised in profit or loss in the line item relating to the
hedged item.
(Z) PARENT ENTITY FINANCIAL INFORMATION
The financial information for the parent entity, Superloop
Limited, disclosed in Note 36 has been prepared on the
same basis as the consolidated financial statements.
Certain new accounting standards, amendments and
interpretations to existing standards have been published
but are not yet effective and have not been early adopted
by the Group. The Group’s assessment of the impact of
these new standards, amendments and interpretations are
provided below.
AASB 9 FINANCIAL INSTRUMENTS
This standard addresses the classification, measurement
and derecognition of financial assets and financial
liabilities. The standard replaces all previous versions of
AASB 9 introduces new classification and measurement
models for financial assets. New simpler hedge accounting
requirements are intended to more closely align the
accounting treatment with the risk management activities
of entities along with requirements for financial assets and
amendments to the classification and measurement for
certain debt instruments. In relation to the impairment
of financial assets requirements under AASB 9, the new
standard requires an ‘expected credit loss’ model as
opposed to an incurred credit loss model. This standard
is applicable to annual reporting periods beginning on or
after 1 January 2018. The assessment of the impact of this
standard on the Group is ongoing.
AASB 15 REVENUE FROM CONTRACTS WITH
CUSTOMERS
AASB 15 establishes a single comprehensive model for
entities to use in accounting for revenue arising from
contracts with customers. The core principle of AASB 15
is that an entity should recognise revenue to depict the
transfer of promised goods or services to customers in
an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods
or services. Specifically, the Standard introduces a 5-step
approach to revenue recognition:
•
•
•
•
•
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligations in the
contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the
performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity
satisfies a performance obligation
Under AASB 15, an entity recognises revenue when
(or as) a performance obligation is satisfied, i.e. when
‘control’ of the goods or services underlying the particular
performance obligation is transferred to the customer.
This standard is applicable to annual reporting periods
beginning on or after 1 January 2018. This standard will
apply to the Group from 1 July 2018 and may impact the
timing of revenue recognition. The assessment of the
impact of this standard on the Group is ongoing.
AASB 16 LEASES
This standard will replace AASB 117 Leases and is
applicable This standard will replace AASB 117 Leases
and is applicable to annual reporting periods beginning
on or after 1 January 2019. This standard provides a
comprehensive model for the identification of lease
61
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
arrangements and their treatment
financial
statements of both lessees and lessors. This standard
introduces three main changes:
in the
•
Enhanced guidance on identifying whether a
contract contains a lease;
• A completely new leases accounting model for
lessees that require lessees to recognise all leases
on balance sheet, except for short-term leases
and leases of low value assets; and
Enhanced disclosures.
•
Leases currently classified as operating leases will be
capitalised in the Consolidated Statement of Financial
Position with a liability corresponding to future lease
payments also recognised. Straight-line operating lease
expense recognition will be replaced with a depreciation
charge for the leased asset (included in operating costs)
and an interest expense on the recognised lease liability
(included in finance costs).
This standard will apply to the Group from 1 July 2019
and impact the financial statements for the financial
year ending 30 June 2020. The full assessment of the
impact on the Group is ongoing. There are no other new
standards and interpretations that are not yet effective
and that are expected to have a material impact on the
Group’s consolidated financial statements in the current
or future reporting periods.
3. CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENT
The preparation of the Group’s consolidated financial
statements requires management to make estimates,
judgements and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities,
and the accompany disclosures. These estimates and
judgements are continually evaluated against historical
experience and other factors, including expectations of
future events that may have a financial impact on the
Group and that are believed to be reasonable under the
circumstances. In the process of applying the Group’s
accounting policies, management has made the following
estimates and judgements, which involved a higher
degree of judgement or complexity, and which have the
most significant effect on the amounts recognised in the
consolidated financial statements.
is
for acquisitions
Business combinations
Accounting
inherently complex,
requiring a number of judgements and estimates to be
made. In accounting for business combinations, the
Group has made a number of judgements in relation to
identification of fair values attributable to separately
identifiable assets and
including
intangible assets such as customer relationships, software
and brand name and trademarks identified, refer to Note
37. The determination of fair values requires the use of
valuation techniques based on assumptions including
revenue growth, cash flows, margins, customer attrition
rates and weighted-average cost of capital. Additional
judgement and estimates have been applied in estimating
the useful lives of intangible assets and tangible assets
acquired refer to Note 1(M).
liabilities acquired
For the acquisition of BigAir, the Group has commissioned
62
independent valuation expert to assist
an
in the
determination of the methodology and calculation of the
attributed fair values to identified intangible assets. The
acquisition accounting for both BigAir and SubPartners
remain provisional at the balance sheet date, with the
excess purchase consideration over the fair value of
identified assets and liabilities acquired in both acquisitions
recognised as goodwill.
Goodwill and other indefinite life intangible assets
In assessing impairment on goodwill and other indefinite
life intangible assets, in accordance with accounting
policy outlined in Note 1(O), management estimates the
recoverable amount of each asset, cash-generating or
group of cash generating assets based on the greater of
“Value in Use” or “Fair value in which such determination
is made less costs to sell”. Value in use is assessed through
a discounted cash flow analysis which includes significant
estimates and the use of assumptions, including growth
rates, estimated future cash flows and estimated discount
rates based on the current cost of capital, refer to Note 14.
Revenue recognition
The Group undertakes long term capacity contracts
which span a number of reporting periods. Revenue from
these long term capacity arrangements, is recognised in
line with the delivery of the service, based on the stage
of completion. Determining the stage of completion
in relation to the delivery of
long term capacity
arrangements requires the application of judgement due
to the complexity and specific nature of the customer
arrangements and estimation of future costs of completing
the contract and the expected outcome of the contract.
The assumptions made in the estimates are based on the
information available to management at the reporting
date, however future changes or additional information
may mean that management revises estimates of the
revenue recognition pattern in future years. A change in
the estimated stage of completion could have a significant
impact on the timing of the revenue recognition. Refer to
Note 1(E) for further information on revenue recognition.
Useful life of assets
The economic life of property, plant and equipment, which
includes network infrastructure is a critical accounting
estimate, with the ranges outlined in Note 1(K). The useful
economic life is the Board’s and management’s best
estimate based on historical experiences and industry
knowledge. The Group reviews the estimated useful lives
of property, plant and equipment including network
infrastructure at the end of each annual reporting period.
Should the actual lives of these component parts be
significantly different this would impact the depreciation
charge recognised.
Income taxes
The Group is subject to income taxes in each jurisdiction
that it operates. Estimation is required in determining the
provision for income taxes as there are certain transactions
and calculations undertaken during the ordinary course
of business for which the ultimate tax determination is
uncertain. The Group estimates its tax liabilities based
on the Group’s understanding of the tax law. Where the
final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will
impact the current and deferred income tax assets and
liabilities in the year. Refer to Note 15, for judgement made
in relation to deferred tax assets.
ANNUAL REPORT 2017
4. SEGMENT INFORMATION
4. SEGMENT INFORMATION
(A) DESCRIPTION OF SEGMENTS
Superloop is a trusted enabler of connectivity and managed services in Asia Pacific. During the year, the principal activities
of the Group consisted of the development and operation of independent connectivity infrastructure throughout the Asia
Pacific region, and the Group’s recent acquisitions expanded its principal activities to include complete network managed
services. The operations of the Group are reported in these segments to Superloop’s executive management team (chief
operating decision makers). Items not specifically related to an individual segment are classified as Corporate, refer
below for details of material items. The accounting policies of the segments are the same as the Group (refer to Note 1).
(B) SEGMENT INFORMATION PROVIDED TO MANAGEMENT
The segment information provided to management for the reportable segments is as follows:
30 June 2017
Revenue
Direct costs
Profit after direct costs
Employee benefits expense
Other expenses
EBITDA
Connectivity
$
Managed
Services
$
Total
Segments
$
Corporate
$
Total
$
30,624,037
(8,674,146)
21,949,891
(7,408,734)
(4,838,720)
9,702,437
28,679,435
59,303,472
(19,189,907)
(27,864,053)
9,489,528
31,439,419
501,710
(162,108)
339,602
59,805,182
(28,026,161)
31,779,021
(4,320,820)
(11,729,554)
(3,073,154)
(14,802,708)
(1,792,841)
3,375,867
(6,631,561)
(5,772,152)
(12,403,713)
13,078,304
(8,505,704)
4,572,600
Depreciation and amortisation
(5,576,639)
(1,764,173)
(7,340,812)
Finance expenses
Profit / (loss) before income tax
(11,894)
4,113,904
21,918
1,633,612
10,024
(1,671,831)
(1,233,225)
(9,012,643)
(1,223,201)
5,747,516
(11,410,760)
(5,663,244)
Employee benefits expenses which relate to corporate head office staff;
Significant items excluded from segments, and classified as corporate are:
•
• Other expenses which relate to office and administrative expenses associated with corporate head office activities;
•
Finance income and costs are not allocated to individual segments as the underlying instruments are managed on a
group basis.
Inter-segment revenues are eliminated on consolidation.
•
Due to the Group’s recent acquisitions, the reportable segments results above are not for the full financial year.
30 June 2017
Non-current assets
Property, plant and equipment
Intangible assets
Connectivity
$
130,581,926
160,649,569
291,231,495
Managed
Services
$
17,035,015
74,889,413
91,924,428
Total
Segments
$
147,616,941
235,538,982
383,155,923
The carrying amount of non-current assets excludes other non-current assets and deferred tax assets.
63
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
Connectivity
$
Managed
Services
$
Total
Segments
$
Corporate
$
Total
$
30 June 2016
Revenue
Direct costs
Profit after direct costs
Employee benefits expense
Other expenses
EBITDA
Depreciation and amortisation
Finance expenses
Profit / (loss) before income tax
6,947,001
(5,063,806)
1,883,195
(2,888,265)
(1,444,281)
(2,449,351)
(1,624,225)
(236,055)
(4,309,631)
-
-
-
-
-
-
-
-
-
6,947,001
(5,063,806)
1,883,195
(2,888,265)
(1,444,281)
(2,449,351)
47,369
6,994,370
-
(5,063,806)
47,369
1,930,564
(1,279,876)
(1,955,149)
(4,168,141)
(3,399,430)
(3,187,656)
(5,637,007)
(1,624,225)
(236,055)
(257,744)
590,921
(1,881,969)
354,866
(4,309,631)
(2,854,479)
(7,164,110)
30 June 2016
Non-current assets
Property, plant and equipment
Intangible assets
Connectivity
$
66,850,737
12,363,209
79,213,946
Managed
Services
$
-
-
-
Total
Segments
$
66,850,737
12,363,209
79,213,946
The carrying amount of non-current assets excludes other non-current assets and deferred tax assets.
(C) GEOGRAPHIC INFORMATION
Superloop operates in three strategic markets of Australia, Singapore and Hong Kong and the operations of the Group
are also reported in these segments to Superloop’s executive management team (chief operating decision maker).
30 June 2017
Revenue
Direct costs
Profit after direct costs
Employee benefits expense
Other expenses
EBITDA
Depreciation and amortisation
Finance expenses
Profit / (loss) before income tax
Australia
$
Singapore
$
Hong Kong
$
Total
$
54,831,769
(25,689,503)
29,124,266
(13,074,654)
(11,504,769)
4,562,843
(6,903,517)
(1,126,361)
(3,467,035)
3,927,094
(1,149,093)
2,778,001
(892,472)
(413,118)
1,472,411
(1,550,328)
(12,478)
(90,395)
1,046,319
(1,187,565)
(141,246)
(835,582)
(485,826)
(1,462,654)
(558,798)
(84,362)
(2,105,814)
59,805,182
(28,026,161)
31,779,021
(14,802,708)
(12,403,713)
4,572,600
(9,012,643)
(1,223,201)
(5,663,244)
Inter-segment revenues are eliminated on consolidation.
64
Notes to the Consolidated Financial Report
ANNUAL REPORT 2017
30 June 2017
Non-current assets
Property, plant and equipment
Intangible assets
Australia
$
Singapore
$
Hong Kong
$
Total
$
49,579,278
235,381,296
284,960,574
42,724,899
157,686
42,882,585
55,312,764
-
55,312,764
147,616,941
235,538,982
383,155,923
The carrying amount of non-current assets excludes other non-current assets and deferred tax assets.
30 June 2016
Revenue
Direct costs
Profit after direct costs
Employee benefits expense
Other expenses
EBITDA
Depreciation and amortisation
Finance expenses
Profit / (loss) before income tax
30 June 2016
Non-current assets
Property, plant and equipment
Intangible assets
Australia
$
Singapore
$
Hong Kong
$
Total
$
5,510,747
(3,950,895)
1,559,852
(3,230,966)
(2,866,257)
(4,537,371)
(784,514)
583,077
(4,783,808)
1,483,623
(927,328)
556,295
(685,307)
(247,941)
(376,953)
(1,097,455)
(239,527)
(1,713,935)
-
(185,583)
(185,583)
(251,868)
(285,232)
(722,683)
-
11,316
(711,367)
6,994,370
(5,063,806)
1,930,564
(4,168,141)
(3,399,430)
(5,637,007)
(1,881,969)
354,866
(7,164,110)
Australia
$
Singapore
$
Hong Kong
$
Corporate
$
3,095,414
11,786,391
14,881,805
40,167,133
576,818
40,743,931
23,588,210
-
23,588,210
66,850,737
12,363,209
79,213,946
The carrying amount of non-current assets excludes other non-current assets and deferred tax assets.
65
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
5. REVENUE
From continuing operations
Customer revenue
Other revenue
Interest income
Other income
Total revenue
30 June 2017
$
30 June 2016
$
58,457,284
6,197,637
514,669
833,229
50,700
416
59,805,182
6,248,753
6. OTHER GAINS AND LOSSES
Gain on disposal of property, plant and equipment
Total other gains and losses
Note
(A)
30 June 2017
$
30 June 2016
$
-
-
745,617
745,617
(A) During the previous financial year the Group sold a small number of fibre cores between two points of interconnection
to a customer. The transaction has been accounted for as a disposal of an asset, and the revenue has been recognised
as a gain on disposal of property, plant and equipment. In addition to the sale, the Group entered into an operation and
maintenance agreement with the customer. The fee payable under the operation and maintenance agreement is payable
monthly and will be recognised on a monthly basis as recurring revenue as the services are provided.
7. INTEREST EXPENSE
Interest on borrowings
Total interest expense
Note
(A)
30 June 2017
$
30 June 2016
$
(1,235,735)
(1,235,735)
-
-
(A) INTEREST ON BORROWINGS
The Group incurs interest on the drawn amount of its debt facility (refer to Note 17).
8. FOREIGN EXCHANGE GAINS
Foreign exchange gains
Total foreign exchange gains
Note
(A)
30 June 2017
$
30 June 2016
$
12,534
12,534
354,866
354,866
(A) FOREIGN EXCHANGE GAINS
Foreign exchange gains for the year arose as a result of favourable exchange rate movements in the ordinary course of
business.
66
9. INCOME TAX EXPENSE
(a) Income tax recognised in profit or loss
Current tax
Deferred tax
In respect of the current year
In respect of prior years
Sub-total
ANNUAL REPORT 2017
30 June 2017
$
30 June 2016
$
-
1,311,441
3,112,011
4,423,452
-
-
-
-
(b) Numerical reconciliation of income tax credit to prima facie tax payable
Loss from continuing operations before income tax expense
(5,663,244)
(7,164,110)
Tax credit at the Australian tax rate of 30%
Effect of income that is exempt from taxation @ 30%
Non-deductible research and development expenditure
Non-deductible entertainment expenses
Non-deductible share based payments
Effect of different tax rates of subsidiaries operating in other jurisdictions
Effect of current year tax losses for which no deferred tax asset has been
recognised (Note c)
Effect of current year timing differences for which no deferred tax asset has been
recognised
1,698,973
200,361
(112,814)
(16,591)
(255,481)
(203,007)
-
-
Deferred tax credits in respect of temporary differences and unused tax losses not
3,112,011
recognised in prior years
Income tax expense / (benefit)
4,423,452
2,149,233
223,685
-
-
-
(389,234)
(1,860,502)
(123,182)
-
-
(c) Deferred tax assets from tax losses
Deferred tax assets from current tax losses which have not been recognised
Deferred tax assets from prior tax losses which have not been recognised
Change in prior year tax loss estimates
Total deferred tax asset from losses not recognised
-
-
-
-
1,860,502
915,934
(69,123)
(2,707,313)
The tax rate used for the 2017 and 2016 reconciliations above is the corporate tax rate of 30% payable by Australian
corporate entities on taxable profits under Australian tax law.
10. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Deposits
Total cash and cash equivalents
30 June 2017
$
30 June 2016
$
6,523,424
581,261
7,104,685
44,819,463
1,034,699
45,854,135
67
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
11. TRADE AND OTHER RECEIVABLES
30 June 2017
Trade receivables
Provision for doubtful debts
Net trade receivables
Consumption tax receivable
Other receivables
Total
Note
Current
$
Non-Current
$
Total
$
(A)
(B)
(C)
10,542,024
(183,285)
10,358,739
106,486
84,571
10,549,796
-
-
-
-
-
-
10,542,024
(183,285)
10,358,739
106,486
84,571
10,549,796
Note
Current
$
Non-Current
$
Total
$
30 June 2016
Trade receivables
Provision for doubtful debts
Net trade receivables
Consumption tax receivable
(C)
Other receivables
Receivables - related parties
Total
1,263,033
(20,990)
1,242,043
155,071
-
176
1,397,290
-
-
-
-
-
-
-
1,263,033
(20,990)
1,242,043
155,071
-
176
1,397,290
(A) PAST DUE BUT NOT IMPAIRED
Trade receivables disclosed above include amounts (see below for aged analysis) that are past due at the end of the
reporting period for which the Group has not recognised an allowance for doubtful debts because there has not been a
significant change in credit quality and the amounts are still considered recoverable.
Age of Trade Receivables that are past due but not impaired
60-90 days
90 days plus
Total past due but not impaired
30 June 2017
$
30 June 2016
$
2,046,804
591,239
2,638,043
61,661
20,661
82,322
(B) IMPAIRED TRADE RECEIVABLES
As at 30 June 2017, the Group had trade receivables with an initial carrying value of $183,285 (2016: $20,990) which were
impaired and fully provided for.
68
Age of Impaired Trade Receivables
0-60 days
60-90 days
90 days plus
Total past due but not impaired
Movement in Provision for Impairment
Balance at beginning of the year
Impairment losses recognised on receivables
Balance from acquisition
Balance at end of the year
ANNUAL REPORT 2017
30 June 2017
$
30 June 2016
$
85,484
48,248
49,553
183,285
6,600
6,600
7,790
20,990
30 June 2017
$
30 June 2016
$
20,990
20,651
141,644
183,285
-
20,990
-
20,990
(C) CONSUMPTION TAX RECEIVABLES
These amounts generally arise from consumption tax paid by the Group in the respective tax jurisdictions in which the
Group operates and where a consumption tax exists. Ordinarily these amounts are offset against the consumption tax
collected by the Group as part of its sales and the net amount remitted to the local tax authorities, however where
the amount of consumption tax paid by the Group per jurisdiction is greater than the amount collected from sales to
customers in that jurisdiction, a receivable is raised.
12. OTHER ASSETS
Current
Prepayments
Other current assets
Other current financial assets
Total other assets – current
Non-current
Other non-current assets
Total other assets – non-current
13. PROPERTY, PLANT AND EQUIPMENT
Carrying amounts of:
Assets in the course of construction
Network assets
Communication assets
Other assets
Total
30 June 2017
$
30 June 2016
$
2,311,019
178,993
218,740
2,708,752
298,714
298,714
471,550
-
-
471,550
17,180
17,180
30 June 2017
$
30 June 2016
$
6,596,821
100,435,100
39,472,761
1,112,259
147,616,941
27,047,827
39,600,670
-
202,240
66,850,737
69
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
Assets in the
course of
construction
$
5,654,845
33,201,161
-
181,037
-
(11,989,216)
27,047,827
47,228,062
1,192,865
-
-
Network
assets
Communication
assets
$
28,424,093
-
-
964,988
(12,769)
10,808,984
40,185,296
-
$
-
31,184
226,820
-
-
906,218
1,164,222
4,537,080
521,840
35,706,556
Other
assets
$
14,499
19,582
-
497
-
274,014
308,592
102,658
990,439
Total
$
34,093,437
33,251,927
226,820
1,146,522
(12,769)
-
68,705,937
51,867,800
38,411,700
(3,405,173)
(1,272,515)
(2,456)
(4,680,144)
Cost or Valuation:
Balance at 30 June 2015
Additions
Additions through business
combinations (Note 37)
Movement in foreign exchange
Disposals
Transfer
Balance at 30 June 2016
Additions
Additions through business
combinations (Note 37)
Movement in foreign exchange
Disposals
Transfer
(68,871,933)
66,714,507
2,091,524
-
-
-
65,902
-
-
Balance at 30 June 2017
6,596,821
104,016,470
42,226,867
1,465,135
154,305,293
Accumulated depreciation:
Balance at 30 June 2015
Depreciation charge
Disposals
Movement in foreign exchange
Balance at 30 June 2016
Depreciation charge
Disposals
Movement in foreign exchange
Balance at 30 June 2017
-
-
-
-
-
-
-
-
-
(513,333)
(1,116,098)
155
(27,001)
(1,656,277)
(1,947,198)
-
22,105
-
(92,567)
-
(4)
(92,571)
(2,664,726)
-
3,191
(3,708)
(102,416)
-
(228)
(106,352)
(246,659)
-
135
(517,041)
(1,311,081)
155
(27,233)
(1,855,200)
(4,858,583)
-
25,431
(3,581,370)
(2,754,106)
(352,876)
(6,688,352)
Carrying value – 2017
Carrying value – 2016
6,596,821
100,435,100
27,047,827
38,529,019
39,472,761
1,071,650
1,112,259
202,240
147,616,941
66,850,737
Assets in the course of construction:
Included in property, plant and equipment at 30 June 2017 was an amount of $6,596,821 (2016: $27,047,827) relating to
expenditure for network assets in the course of construction.
14. INTANGIBLE ASSETS
Carrying amounts of:
Development costs
Rights and licences
Software
Customer relationships, brands and trademarks
Goodwill
Total intangible assets
70
30 June 2017
$
30 June 2016
$
-
17,292,686
1,740,532
52,683,300
163,822,464
235,538,982
23,820
4,185,744
1,576,957
551,246
6,025,442
12,363,209
ANNUAL REPORT 2017
Development
Rights and
Software
costs
licenses
Customer,
brand and
trademarks
Goodwill
Total
$
-
-
$
$
$
$
$
4,375,000
-
-
1,720,487
-
581,000
-
6,025,442
4,375,000
8,326,929
23,820
-
185,784
6,365
23,820
4,567,149
-
-
91,289
-
1,811,776
-
-
-
-
-
300,893
6,365
581,000
54,598,480
6,025,442
157,797,022
13,009,187
212,395,502
Cost or Valuation:
Balance as at 30 June 2015
Additions through business
combinations (refer Note 37)
Other additions
Movements in foreign exchange
Balance as at 30 June 2016
Additions through business
combinations (refer Note 37)
Other additions
(23,820)
13,610,000
660,608
697,271
-
-
-
-
14,944,059
(10,184)
2,472,384
55,876,751
163,822,464
240,338,564
Movements in foreign exchange
Balance as at 30 June 2017
Accumulated amortisation:
Balance as at 30 June 2015
Amortisation charge
Movements in foreign exchange
Balance as at 30 June 2016
Amortisation charge
Movements in foreign exchange
Balance as at 30 June 2017
Carrying value – 2017
Carrying value – 2016
(10,184)
18,166,965
-
(75,000)
(306,315)
(90)
(381,405)
(493,331)
457
-
-
-
-
-
-
-
-
-
-
-
(234,819)
-
-
(29,754)
-
(234,819)
(497,033)
(29,754)
(3,163,696)
-
-
(874,279)
(731,852)
(3,193,450)
-
-
-
-
-
-
-
(75,000)
(570,888)
(90)
(645,978)
(4,154,060)
457
(4,799,582)
17,292,686
23,820
4,185,744
1,740,532
1,576,957
52,683,301
163,822,464
235,538,982
551,246
6,025,442
12,363,209
Goodwill has been allocated for impairment testing purposes to the following cash-generating units:
Connectivity
Managed Services
Total goodwill
30 June 2017
$
104,362,876
59,459,588
163,822,464
An impairment loss is recognised for the amount by which the carrying amount of the cash-generating units exceeds
their recoverable amount. The recoverable amount for the cash-generating units and groups of cash-generating units
is determined based on a value in use calculation which is based on the present value of future forecast cash earnings,
as measured by earnings before interest expense, taxes, depreciation and amortisation (EBITDA). The forecast earnings
are based on financial year ending 30 June 2018 budget approved by the Board with the earnings beyond the budget
period extrapolated using a growth rate per annum and a long term growth rate of 2.5%. A pre-tax discount rate of 12%
has been assumed, representing the long term average and includes a risk-premium given the stage in the business cycle
of the Group’s business.
For the cash-generating units and groups of cash-generating units, impairment testing has indicated that the carrying
amount will not exceed the recoverable amount, therefore no impairment loss on goodwill has been identified.
Management has reviewed sensitivity on the key assumptions on which the recoverable amounts are based and believes
that changes would not cause the cash-generating units or groups of cash-generating units carrying amounts to exceed
the recoverable amounts. The sensitivity applied was to reduce the long term growth rate from 2.5% to 1.5% and an
increase to the pre-tax discount rate from 12% to 13% for each cash-generating unit or groups of cash-generating units,
which did not result in the cash-generating units or groups of cash-generating units carrying amounts exceeding the
recoverable amounts.
71
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
15. DEFERRED TAX ASSETS
Deferred tax assets attributable to:
Employee benefits
Exchange differences on foreign operations
Cashflow hedges
Expenses deductible in future periods
Tax credits from tax losses
Note
30 June 2017
$
30 June 2016
$
937,542
541,287
351,569
1,214,915
4,446,117
7,491,430
(5,548,067)
100,265
-
-
71,245
2,707,314
2,878,823
(48,329)
-
(2,830,494)
1,943,363
-
Total deferred tax assets
Set-off of deferred tax liabilities pursuant to set-off provisions
20
Deferred tax assets not recognised
Deferred tax assets recognised in the statement of financial position
Deferred tax assets are recognised where it is considered probable that they will be recovered in the future, and, as such,
are subjective. Superloop had previously not recognised any deferred tax assets in the statement of financial position as
a significant portion relate to credits for tax losses. Following the acquisition of BigAir, combined with the progress in
Singapore and Hong Kong, Superloop has elected to recognise the value of deferred tax assets at 30 June 2017, including
tax credits for prior period tax losses.
16. TRADE AND OTHER PAYABLES
Trade payables
Other payables
Accrued expenses
Other current financial payables
Deferred consideration
Total trade and other payables
30 June 2017
$
30 June 2016
$
8,682,709
9,191,635
4,049,716
1,390,638
3,191,605
2,803,428
94,745
3,680,920
-
-
26,506,303
6,579,093
17. INTEREST-BEARING LOANS AND BORROWINGS
The Company had debt outstanding as at 30 June 2017 of $31,331,563 (30 June 2016: nil).
During the year the Company entered into a $25 million three year revolving debt facility with the ANZ Bank. This facility
was subsequently replaced with an $80 million three year revolving facility. The facility can be used for working capital,
capital expenditure and permitted acquisitions and is available to be drawn in multiple currencies.
Bank guarantees to the value of $1,515,398 have been issued under the facility.
72
Notes to the Consolidated Financial Report
ANNUAL REPORT 2017
Note
30 June 2017
$
30 June 2016
$
(A)
(B)
Note
(C)
(C)
31,563
-
31,563
29,632,910
29,632,910
29,664,473
80,000,000
(1,515,398)
(31,300,000)
47,184,602
-
-
-
-
-
-
-
-
-
-
30 June 2017
$
30 June 2016
$
-
-
604,394
295,606
Current
Finance lease
Revolving debt facility drawn
Total current interest-bearing loans and borrowings
Non-current
Revolving debt facility drawn
Total non-current interest-bearing loans and borrowings
Total interest-bearing loans and borrowings
Total revolving debt facility limit
Less bank guarantees issued under the facility
Less amounts drawn (before transaction costs)
Revolving debt facility available
Bank guarantee facilities – accessible
Bank guarantee facilities – utilised
(A) The finance lease was acquired through the acquisition of BigAir (refer Note 37). At the date of acquisition, BigAir
Group Limited had debt outstanding of $30,055,019 which was repaid by Superloop from its existing cash reserves.
(B) The drawn debt amount is recognised net of transaction costs which are amortised over the term of the facility using
the effective interest rate method.
(C) The bank guarantee facility available during 2016 was closed with guarantees now issued under the revolving facility.
18. PROVISIONS
Current – employee benefits
Non-current – employee benefits
Total provisions
30 June 2017
$
30 June 2016
$
1,916,767
2,617,708
4,534,475
342,124
69,303
411,427
The provision for employee benefits represents annual leave and long service leave entitlements accrued.
73
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
19. DEFERRED REVENUE
Deferred revenue
Deferred installation fees
Total deferred revenue
Current
Non-current
Total deferred revenue
20. DEFERRED TAX LIABILITIES
30 June 2017
$
30 June 2016
$
2,302,986
129,587
2,432,573
1,957,882
474,691
2,432,573
195,432
31,340
226,772
204,314
22,458
226,772
Note
30 June 2017
$
30 June 2016
$
Deferred tax liabilities attributable to:
Prepayments
Deferred revenue
Recognition of intangible assets
Total deferred tax liabilities
Set-off of deferred tax liabilities pursuant to set-off provisions
Deferred tax liabilities recognised in the statement of financial
position
(15)
-
661,792
16,927,116
17,588,908
(5,548,067)
12,040,841
3,803
-
44,526
48,329
(48,329)
-
21. CONTRIBUTED EQUITY
(A) SHARE CAPITAL
Note
30 June 2017
Number of
Shares
30 June 2016
Number of
Shares
30 June 2017
30 June 2016
$
$
Fully paid ordinary shares
(C)
208,795,883
128,243,301
356,408,128
Total share capital
Less: Issue costs
Contributed equity
208,795,883
128,243,301
356,408,128
(5,117,965)
208,795,883
128,243,301
351,290,163
134,106,147
134,106,147
(2,919,783)
131,186,364
74
Notes to the Consolidated Financial Report
ANNUAL REPORT 2017
(B) MOVEMENTS IN ORDINARY SHARE CAPITAL
Date
Details
Number of
Shares
Issue Price
$
Value
$
30-Jun-15
16-Oct-15
Balance
Partial consideration for acquisition of APEXN Pty
90,000,000
897,666
2.23
58,800,142
2,000,000
Ltd (i)
30-Nov-15
Partial consideration for acquisition of CINENET
677,812
2.21
1,500,000
Systems Pty Ltd (i)
11-Dec-15
Share placement
30-Dec-15
Share purchase plan
29-Jun-16
Entitlement offer (institutional component)
30-Jun-16
19-Jul-16
Balance
Entitlement offer (retail component)
19-Sep-16
Share placement
21-Dec-16
Partial consideration for acquisition of BIGAIR Group
Limited (i)
21-Feb-17
Vesting of performance rights (i)
4-Apr-17
Partial consideration for acquisition of SubPartners
Pty Ltd (i)
26-Apr-17
Vesting of performance rights (i)
30-Jun-17
Balance
22,045,000
3,937,118
10,685,705
128,243,301
6,109,637
21,666,667
52,470,602
2,075
290,374
13,227
208,795,883
1.90
1.90
2.10
2.10
3.00
2.74
2.44
2.29
2.44
41,885,500
7,480,524
22,439,981
134,106,147
12,830,238
65,000,001
143,769,449
5,063
664,956
32,274
356,408,128
(i) These share issues were non-cash transactions (refer to Note 31).
(C) ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion
to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. Ordinary shares
have no par value and the Group does not have a limited amount of authorised capital.
(D) DIVIDEND REINVESTMENT PLAN
The Group does not have a dividend reinvestment plan in place.
(E) CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that it
can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In future, the Directors may pursue other funding options such as other debt, sale
and leaseback of assets, additional equity and various other funding mechanisms as appropriate in order to undertake
its projects and deliver optimum shareholders’ return. The Group intends to maintain a gearing ratio appropriate for a
company of its size and position of development.
75
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
Total borrowings
Less: cash and cash equivalents
Net debt / (surplus cash)
Total equity
Gearing ratio
Note
17
30 June 2017
$
30 June 2016
$
29,664,473
7,104,685
22,559,788
-
45,854,135
(45,854,135)
333,472,269
119,736,809
6.8%
(38.3%)
The Group manages its capital structure by reviewing its gearing ratio to ensure it maintains an appropriate level of
gearing. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total interest bearing
financial liabilities and derivative financial instruments, less cash and cash equivalents. Total capital is calculated as
equity, as shown in the statement of financial position.
22. RESERVES
Opening balance
Cash flow hedge reserve(1)
Share based payments
Foreign currency translation reserves(2)
Total reserves
30 June 2017
$
30 June 2016
$
235,031
(820,329)
814,267
(5,122,485)
(4,893,516)
145,592
(368,560)
-
457,999
235,031
(1) The cash flow hedge reserve represents the cumulative effective portion of gains or losses arising from changes in fair
value of hedging instruments entered into as cash flow hedges. The cumulative gain or loss arising from changes in fair
value of the hedging instruments that are recognised and accumulated in the cash flow hedge reserve will be reclassified
to profit or loss only when the hedged transaction affects the profit or loss, or is included in the carrying value of a fixed
asset where the purpose of the hedge was to minimise the exposure on a contractual commitment to acquire or construct
a fixed asset.
(2) The assets and liabilities of foreign operations are translated into the presentation currency (Australian dollars) using
the exchange rates as at the reporting date. The revenues and expenses of the foreign operations are translated into
the presentation currency using average exchange rates, which approximate the rate at the date of the transaction. All
resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency
translation reserve.
23. ACCUMULATED LOSSES
Opening balance
Profit / (loss) for the year
Total accumulated losses
24. DIVIDENDS
A fully franked dividend of $0.005 per share was declared after the end of the year.
76
30 June 2017
$
30 June 2016
$
(8,357,552)
(1,239,792)
(9,597,344)
(1,193,442)
(7,164,110)
(8,357,552)
25. KEY MANAGEMENT PERSONNEL DISCLOSURES
(A) KEY MANAGEMENT PERSONNEL COMPENSATION
Short-term employee benefits
Post-employment benefits
Long-term employee benefits
Share-based payments
ANNUAL REPORT 2017
30 June 2017
$
30 June 2016
$
2,388,869
162,044
8,506
450,267
1,913,563
132,830
61,416
-
Total key management personnel compensation
3,009,686
2,107,809
Detailed remuneration disclosures are provided in the Remuneration Report.
(B) SHARE BASED PAYMENTS
During the year, key management personnel and other employees of the Group participated in long term incentive
schemes.
Expense arising from equity-settled share based payments
Total expense arising from share based payment transactions
851,604
851,604
-
-
There were no cancellations or modifications to the awards during the year.
(C) LOANS TO KEY MANAGEMENT PERSONNEL
Key management personnel were eligible to participate in a loan scheme provided by a related party to enable them to
acquire shares as part of a private capital raising undertaken by the Group in 2015. The terms and conditions of the loan
scheme are considered arm’s length. The Group does not guarantee or have any obligations with respect to the loan
agreements between employees and the related party.
Details of the loan terms and conditions are provided in the Remuneration Report.
(D) OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
There were no other transactions with key management personnel during the year not otherwise disclosed in the report
in Note 29.
26. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its
related practices and non-related audit firms:
(A) DELOITTE TOUCHE TOHMATSU
Parent Entity Auditor
(i) Audit, review of financial statements
(ii) Audit, review of subsidiary statutory reports
Network Firm of the Parent Entity Auditor
(iii) Audit of subsidiary statutory reports and regulatory compliance
Total Remuneration of Deloitte
30 June 2017
$
30 June 2016
$
170,000
20,000
40,800
230,800
107,670
14,500
24,432
146,602
The Group may decide to employ the auditor (Deloitte) on assignments additional to their statutory audit duties where
the auditor’s expertise and experience with the Group are important. Details of the amounts paid or payable to the
auditor for audit and non-audit services provided during the year are set out above.
The Board of Directors has considered the position and, in accordance with advice received from the Audit and Risk
Management 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:
77
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
> all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not
impact the impartiality and objectivity of the auditor;
> none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants.
(B) RELATED PRACTICES OF DELOITTE TOUCHE TOHMATSU
The following fees were paid for services provided by Deloitte Corporate Finance Pty Ltd, a related practice of Deloitte
Touche.
Investigating accountant’s report for the BigAir Group Limited Scheme booklet
Total remuneration of Deloitte Tohmatsu related practices
85,000
85,000
-
-
30 June 2017
$
30 June 2016
$
(C) NON-DELOITTE AUDIT FIRMS
Superloop Limited did not engage with any other non-Deloitte audit firms.
27. OPERATING LEASE ARRANGEMENTS
Operating leases relate to the leasing of office premises. The Group has entered lease terms for office space of up to
four years in length. The Group has the option, under some of its leases, to lease the assets for additional terms.
For the year ended 30 June 2017, the Group made operating lease payments for its office premises in Brisbane,
Maroochydore, Melbourne, Sydney, Perth, Singapore and Hong Kong.
Payments recognised as an expense under operating leases are as follows:
Minimum lease payments
Total operating lease arrangements
Non-cancellable operating lease rentals are payable as follows:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
Total non-cancellable operating lease commitments
28. COMMITMENTS AND CONTIGENCIES
30 June 2017
$
30 June 2016
$
2,916,748
2,916,748
137,817
137,817
30 June 2017
$
30 June 2016
$
2,570,795
4,633,609
194,997
7,399,401
574,050
1,199,262
-
1,773,312
(A) CAPITAL COMMITMENTS
Capital expenditure contracted for at the end of each reporting year but not recognised as liabilities is as follows:
Property, plant and equipment
Total capital commitments
30 June 2017
$
30 June 2016
$
41,385,683
41,385,683
24,953,584
24,953,584
Capital commitments disclosed above relate to contracted capital commitments associated with network expansion to
the value of A$3.3 million and US$29.1 million in relation to submarine cable construction.
Non-cancellable operating lease commitments are disclosed in Note 27 to the financial statements.
78
ANNUAL REPORT 2017
(B) CONTINGENT ASSETS
The Group did not have any contingent assets during the year or as at the date of this report.
(C) CONTINGENT LIABILITIES
The Group did not have any contingent liabilities during the year or as at the date of this report.
29. RELATED PARTY TRANSACTIONS
The following is a summary of the transactions with related parties.
ACQUISITION OF SUBPARTNERS PTY LTD
On 4 April 2017, the Group completed the acquisition of SubPartners Pty Ltd (SubPartners). The Founder and significant
shareholder of Superloop is also the Founder and was a significant shareholder of SubPartners. Refer to Note 37 Controlled
entities acquired or disposed.
SHARED SERVICES AGREEMENT
The Group has entered into a shared services agreement with Capital B Pty Ltd (Capital B), a company controlled by
the Founder. Under the agreement, Capital B provides certain services to the Group (e.g. administrative and information
technology services) and the Group provides to Capital B as well as the right for Capital B to occupy a portion of the
Group’s premises at Level 17, 333 Ann Street, Brisbane. The services, and the right to occupy the premises, are provided
on arm’s length terms. Either party may terminate the agreement for convenience on 60 days’ written notice.
CUSTOMER AGREEMENT WITH MEGAPORT
Superloop has entered into customer agreements for the provision of connectivity services with Megaport Limited and
its operating subsidiaries (Megaport). The Founder and significant shareholder of Superloop is also the Founder and
significant shareholder of Megaport. Under the agreements, the customer (Megaport) issues a service order form to
the Superloop operating entity (as applicable) which sets out the nature of and the applicable fees for the connectivity
services provided. The agreements are on the same terms as other agreements between Superloop and unrelated
customers and the fees in each service order form are at competitive market rates.
CUSTOMER AGREEMENT WITH RISING SUN PICTURES
Superloop has entered into a customer agreement for the provision of connectivity services to Rising Sun Pictures. Non-
executive Director, Mr Tony Clark, is Managing Director of Rising Sun Pictures and has significant influence over the
business. The agreement is on an arm’s length basis.
APX PARTNERS PTY LTD
The Founder and significant shareholder of Superloop is also the Founder and shareholder of APX Partners Pty Ltd. APX
Partners are a party to the Joint Build Agreement with SubPartners Pty Ltd and other counterparties for the construction
of the INDIGO West and INDIGO Central submarine cable systems. At reporting date, APX Partners had an amount
outstanding to Subpartners Pty Ltd for fees in relation to the construction of Sydney landing facilities.
LOANS TO KEY MANAGEMENT PERSONNEL
Certain key management personnel were eligible to participate in a loan scheme provided by a related party to enable
them to acquire shares as part of a private capital raising undertaken by the Group prior to listing on the Australian
Securities Exchange in 2015.
(A) PROVISION OF SERVICES TO / FROM RELATED PARTIES
Sales of goods / services
Revenue earned from related parties
Provision of services to Superloop
Payments to related parties for provision of shared services and rent
Balance outstanding at year end
Receivables
Trade and other payables
30 June 2017
$
30 June 2016
$
3,847,606
260,143
625,413
1,023,689
2,234,805
6,341,951
260,143
41,171
79
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
30. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH FLOW FROM OPERATING
ACTIVITIES
Loss for the year after income tax
Adjustments for:
Depreciation and amortisation
Doubtful debts expense
Share based payments expense
Interest income
Interest expense
Foreign exchange gain / (losses)
Proceeds from the sale of property, plant and equipment
Transaction costs associated with the acquisition of subsidiaries
Change in operating assets and liabilities
(Increase) / decrease in trade debtors
(Increase) / decrease in prepayments and other receivables
(Decrease) / increase in trade creditors and other payables
(Decrease) / increase in accruals
(Decrease) / increase in deferred revenue
(Decrease) / increase in provisions
(Decrease) / increase in finance lease liabilities
(Decrease) / increase in tax related balances
Net cash from operating activities
31. NON-CASH TRANSACTIONS
30 June 2017
$
30 June 2016
$
(1,239,792)
(7,164,110)
9,012,643
183,285
851,604
(514,669)
1,235,735
(12,534)
-
4,376,289
(1,880,667)
(2,098,380)
(2,482,140)
419,834
465,306
1,606,832
31,563
(5,287,135)
4,667,774
1,881,969
-
-
(50,700)
-
(754,899)
(755,719)
55,164
-
(775,810)
927,935
-
-
223,625
-
82,250
(6,330,295)
During the year, the Group entered into the following non-cash investing and financing activities which are not reflected
in the consolidated statement of cash flows:
On 21 December 2016, the Group acquired BigAir Group Limited. The acquisition included non-cash consideration of
$143.8 million in Superloop Limited shares issued at $2.74 per share.
On 4 April 2017, the Group acquired SubPartners Pty Ltd. The acquisition included non-cash consideration of $3.3 million
in Superloop Limited shares issued at $2.255 per share. 290,374 shares were issued during the year and 1,161,495 shares
were issued after the end of the year.
Refer to Note 37 for additional information on these transactions.
In the prior year, the Group acquired APEXN Pty Ltd (APEXnetworks) with the transaction including non-cash consideration
of $2.0 million in Superloop Limited shares issued at $2.228 per share. The Group also acquired CINENET Systems Pty
Ltd with the transaction including non-cash consideration of $1.5 million in Superloop Limited shares issued at $2.213 per
share.
32. FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the financial performance of the Group.
80
Notes to the Consolidated Financial Report
The Group holds the following financial instruments
Financial assets
Cash and cash equivalents
Term deposits
Trade and other receivables
Other current financial assets
Other non-current assets
Total financial assets
Financial liabilities
Trade and other payables
Finance lease
Interest-bearing borrowings
Total financial liabilities
ANNUAL REPORT 2017
30 June 2017
$
30 June 2016
$
6,523,424
581,261
10,542,024
218,740
298,714
18,164,163
26,506,303
31,563
31,300,000
57,837,866
44,819,436
1,034,699
1,370,090
-
17,180
47,241,405
6,579,093
-
-
6,579,093
(A) MARKET RISK
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: foreign exchange risk, price risk and interest rate risk.
(i) Foreign exchange risk
Superloop is exposed to exchange rate movements, in particular movements in the A$/US$ rate, A$/S$ and S$/US$.
Because a proportion of Superloop’s payments for inventory and construction work are made or are expected to be made
in foreign currency, primarily US dollars, movements in exchange rates impact on the amount paid for assets, inventory
and construction work. Also, because a proportion of Superloop’s revenues and profits are earned in Singapore and Hong
Kong, movements in exchange rates impact on the translation of account balances in Superloop’s Singapore and Hong
Kong operations. Therefore, movements in exchange rates, particularly the A$/US$ rate, the A$/S$ and the S$/US$ rate,
may have an impact on Superloop’s financial position and performance.
The Group has reduced the potential impact of exchange rate movements in contracted foreign currency obligations
through the use of derivative foreign exchange contracts.
The Group also has a multi-currency debt facility (refer (C)), which allows the Group to draw funds in a range of different
currencies, providing the Group with another method to manage the potential adverse impacts of changes in exchange
rate movements.
(ii) Price risk
The Group is not exposed to any equity securities price risk or commodity price risk.
(iii) Cash flow and fair value interest rate risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates.
The Group’s main interest rate risk arises from its cash at bank, term deposits (refer Note 10), and the Group’s interest-
bearing liabilities. The Group has reduced the level of potential exposure to a movement in interest rates via the use of
a derivative interest rate swap. The interest rate swap has the economic effect of converting borrowings from floating
rates to fixed rates.
(iv) Sensitivity
At 30 June 2017, if interest rates had increased by 100 basis points or decreased by 100 basis points from the year end
rates, and the cash balances remain constant for the year along with all other variables, profit before tax for the year
would be impacted $213,316 higher / $213,316 lower.
(B) CREDIT RISK
Credit risk arises from cash and cash equivalents, trade receivables, other receivables and loans receivable.
(i) Cash and cash equivalents
Deposits are placed with Australian banks. The credit quality of financial assets that are neither past due nor impaired can
be assessed by reference to external credit ratings (if available) or to historical information about counterparty default
rates:
81
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
Cash at Bank and Short Term Deposits
AA rated
A+ rated
BBB+ rated
Total
30 June 2017
$
30 June 2016
$
7,104,685
45,854,135
-
-
-
-
7,104,685
45,854,135
In determining the credit quality of the financial assets, Superloop has used the long term rating from Standard & Poor’s
in July 2017.
(i) Trade receivables
Customer credit risk is managed by performing a credit assessment of customers. The Group’s standard payment terms
are 30 days, but the Group may agree to longer payment terms. The Group does not require collateral in respect of
financial assets. Outstanding customer receivables are monitored regularly.
The Group aims to minimise concentration of credit risk by undertaking transactions with a large number of customers.
In addition, receivable balances are monitored on an ongoing basis with the intention that the Group’s exposure to bad
debts is minimised. As at 30 June 2017, the Group had $10,542,024 customer trade receivables (refer Note 11).
(ii) Loans to related parties
Loans to related parties are not provided within the Group’s normal operating activities. Loans to related parties are only
provided on commercial terms after a risk assessment has been performed and only with approval from the Board of
Directors. The Group’s maximum exposure to credit risk in respect of loans to related parties is its carrying value. The
Group does not require collateral in respect of loans to related parties.
(C) LIQUIDITY RISK
Superloop’s business is capital intensive in nature, and the continued growth of the Company relies on the acquisition
and development of new telecommunications infrastructure and ongoing maintenance of existing telecommunications
infrastructure. Superloop requires sufficient access to debt and equity capital to fund this expenditure.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Failure to obtain
capital on favorable terms may hinder Superloop’s ability to expand and pursue growth opportunities, which may reduce
competitiveness and have an adverse effect on the financial performance, position and growth prospects of the Company.
During the year the Group entered into a $25 million three year revolving debt facility with the ANZ Bank. This facility
was subsequently replaced with an $80 million three year revolving facility. The facility can be used for working capital,
capital expenditure and permitted acquisitions and is available to be drawn in multiple currencies. During the year, the
Group was in compliance with the debt covenant requirements of the facility.
As at 30 June 2017, the Group had cash at bank and short term deposits of $7.1 million, and available funding of $47.2
million through its debt facility. The Group believes this is sufficient capital to complete its budgeted capital expenditure
program, fund working capital requirements and potential growth opportunities.
Contractual maturities of
financial liabilities
Within 12
months
Between 1
and 5 years
Over 5
years
2017
Trade payables
Interest-bearing borrowings
Total non-derivatives
2016
Trade payables
Interest-bearing borrowings
Total non-derivatives
82
$
26,506,303
31,563
26,537,866
6,579,093
-
6,579,093
$
-
31,300,000
31,300,000
-
-
-
$
-
-
-
-
-
-
Total
contractual
cash flows
$
Carrying
amount
$
26,506,303
26,506,303
31,331,563
57,837,866
31,331,563
57,837,866
6,579,093
6,579,093
-
-
6,579,093
6,579,093
ANNUAL REPORT 2017
The Group has reduced the level of potential exposure to a movement in interest rates via the use of a derivative interest
rate swap. The interest rate swap has the economic effect of converting borrowings from floating rates to fixed rates. The
notional value of the derivative contract was $10.0 million at year end. After year end, the notional value of the contract
was increased to $20.0 million.
The Group has reduced the potential impact of exchange rate movements in contracted foreign currency obligations
through the use of derivative foreign exchange contracts. A USD participating forward exchange contract consisting of
forward exchange contracts and AUD/USD put options with a total notional value of US$20.0 million has been entered
into to reduce the potential impact of exchange rate movements in contracted obligations in relation to submarine cable
construction.
(D) FAIR VALUE MEASUREMENT
(i) Trade and other receivables
Due to the short term nature of the trade and other receivables, their carrying amount is assumed to be the same as their
fair value.
(ii) Trade and other payables
Due to the short term nature of the trade and other payables, their carrying amount is assumed to be the same as their
fair value.
33. EARNINGS PER SHARE
(A) LOSSES PER SHARE
30 June 2017
Cents
30 June 2016
Cents
Total basic losses per share attributable to the ordinary equity holders of the Group
(0.69)
(6.81)
(B) DILUTED LOSSES PER SHARE
30 June 2017
Cents
30 June 2016
Cents
Total diluted losses per share attributable to the ordinary equity holders of the Group
(0.69)
(6.81)
(C) RECONCILIATIONS OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE
30 June 2017
Cents
30 June 2016
Cents
Basic Earnings Per Share
Loss attributable to the ordinary equity holders of the Group used in calculating
(1,239,792)
(7,164,110)
basic losses per share
Diluted Earnings Per Share
Loss from continuing operations attributable to the ordinary equity holders of the
(1,239,792)
(7,164,110)
Group
83
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
(D) WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR
30 June 2017
Number of
Shares
30 June 2016
Number of
Shares
Weighted average number of ordinary shares used as the denominator in calculating
178,422,870
105,191,913
basic earnings per share
Effects of dilution from:
> Performance rights
> Share options
190,092
612,405
-
-
Weighted average number of ordinary shares and potential ordinary shares used as
179,225,367
105,191,913
the denominator in calculating diluted earnings per share
34. SUBSIDIARIES
Name of Entity
Superloop (Australia) Pty Ltd(1)
Superloop (Singapore) Pte Ltd
Superloop (Hong Kong) Limited
Superloop (Japan) K.K.
APEXN Pty Ltd(1)
CINENET Systems Pty Ltd(1)
ACN 614 507 247 Pty Ltd(1)
BigAir Group Pty Ltd(1)
Clever Communications Pty Ltd(1)
Clever Communications Operations Pty Ltd(1)
Saise Pty Ltd(1)
Access Providers Group Pty Ltd(1)
Activ Australia Pty Ltd(1)
BigAir Universe Broadband Pty Ltd(1)
BigAir Community Broadband Pty Ltd(1)
Allegro Networks Pty Ltd(1)
Radiocorp Pty Ltd(1)
Link Innovations Pty Ltd(1)
Intelligent IP Communications Pty Ltd(1)
BigAir Cloud Managed Services Pty Ltd(1)
Unistar Enterprises Pty Ltd(1)
Oriel Technologies Pty Ltd(1)
Integrated Data Labs Pty Ltd(1)
Applaud IT Pty Ltd(1)
Everywhere Internet Holdings Pty Ltd(1)
Everywhere Internet Systems Pty Ltd(1)
CyberHound Pty Ltd(1)
SubPartners Pty Ltd(1)
SubPartners Pte Ltd
APX West Limited
Country of
incorporation
Class of
shares
30 June 2017
%
30 June 2016
%
Australia
Singapore
Hong Kong
Japan
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Bermuda
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1) These wholly-owned subsidiaries are members of the Australian tax-consolidated group.
84
ANNUAL REPORT 2017
35. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 11 August 2017, upon receiving shareholder approval, the Company issued 1,161,495 shares at fair value to Mr Bevan
Slattery to satisfy the deferred consideration payable in conjunction with the acquisition of SubPartners Pty Ltd.
Also, on 11 August 2017, 336,094 options were issued to Mr Matthew Hollis under the Group’s Executive Option Plan.
36. PARENT ENTITY FINANCIAL INFORMATION
The accounting policies of the parent entity, which have been applied in determining the financial information shown
below, are the same as those applied in the consolidated financial statements, except as set out below. Refer to note 1
for a summary of the significant accounting policies relating to the Group.
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Loss for the year
Total comprehensive loss for the period
30 June 2017
$
30 June 2016
$
143,726,359
253,995,498
397,721,857
86,145,245
43,944,847
130,090,092
19,540,818
31,300,000
50,840,818
351,290,163
814,267
(5,223,392)
638,016
-
638,016
131,186,364
(368,560)
(1,365,728)
346,881,038
129,452,076
(3,857,664)
(2,674,837)
(483,505)
(483,505)
(A) GUARANTEES ENTERED INTO BY THE PARENT ENTITY IN RELATION TO THE DEBTS OF ITS SUBSIDIARIES
As at 30 June 2017, Superloop Limited had issued a parent company guarantee in relation to the obligations of
SubPartners Pty Ltd in accordance with a supply agreement for the construction of INDIGO West and INDIGO Central
submarine cable systems.
(B) CONTINGENT LIABILITIES OF SUPERLOOP LIMITED (PARENT ENTITY)
As a 30 June 2017, Superloop Limited did not have any contingent liabilities.
85
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Notes to the Consolidated Financial Report
37. CONTROLLED ENTITIES ACQUIRED OR DISPOSED
During the year Superloop Limited acquired the following entities:
BigAir Group Limited
SubPartners Pty Ltd
21 December 2016
4 April 2017
If both entities had been acquired at 1 July 2016, the Group would have generated total revenue of $97.2 million and a
Net Loss before Tax of $7.6 million for the full financial year to 30 June 2017, based on unaudited financial information
provided by each entity prior to the date of acquisition.
Goodwill arose in the acquisitions of BigAir Group Limited and SubPartners Pty Ltd because the consideration paid for
the respective subsidiaries included amounts in relation to the benefit of expected synergies, revenue growth, enhanced
capability, future market development and the assembled workforces of each group. These benefits are not recognised
separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets.
BigAir Group Limited
On 21 December 2016, Superloop Limited acquired 100% of BigAir Group Limited for a total consideration of $189.6
million, paid as $45.8 million in cash and $143.8 million in Superloop Limited shares issued at $2.74 per share. The
acquisition of BigAir allows Superloop to leverage its fibre network plus provide the Group with new wireless capabilities
to deliver low cost gigabit connectivity. Goodwill of $148.2 million represents the residual value of the purchase price
over the fair value of the identifiable assets shown below. The acquired business contributed revenues of $40.6 million
during the period from acquisition. At 30 June 2017, the Company is continuing to receive the information required to
assess the fair values of assets and liabilities acquired. Accordingly the fair values identified below are provisional as at
the reporting date.
Details of the acquisition are as follows:
Identifiable assets acquired and liabilities assumed
Cash
Provisional Fair Value ($)
2,134,644
Receivables
Other assets
Property, plant and equipment
Payables
Deferred revenue
Provisions and other liabilities
Deferred tax liabilities
Term debt funding
Customer relationships
Brand name and trademarks
Other identifiable intangible assets
Net identifiable assets acquired
Consideration transferred
Cash paid
Shares
Total consideration
Goodwill on acquisition
Consideration
Less net identifiable assets acquired
Goodwill on acquisition
Net cash outflow on acquisition
Consideration paid in cash
Less cash and cash equivalent balances acquired
Net cash outflow on acquisition
Transaction costs of $4.2 million related to the acquisition have been expensed during the year.
86
7,482,719
4,674,065
37,632,555
(9,978,605)
(2,899,682)
(6,578,202)
(15,399,000)
(30,055,019)
48,739,000
500,000
5,114,000
41,366,475
45,804,556
143,769,449
189,574,005
189,574,005
(41,366,475)
148,207,530
45,804,556
(2,134,644)
43,669,912
ANNUAL REPORT 2017
SubPartners Pty Ltd
On 4 April 2017, Superloop Limited acquired 100% of SubPartners Pty Ltd for a total consideration of $3.3 million, to
paid in Superloop Limited shares issued at $2.255 per share. The acquisition of SubPartners will provide the basis for
connectivity between existing metropolitan networks to create a broad interconnected pan-Asian network, through
the construction of the INDIGO West and INDIGO Central submarine cable systems. Goodwill of $9.9 million represents
the residual value of the purchase price over the fair value of the identifiable net liabilities shown below. The acquired
business contributed revenues of $2.9 million during the period. The fair values identified below are provisional as at
the reporting date, 30 June 2017.
Details of the acquisition are as follows:
Identifiable assets acquired and liabilities assumed
Cash
Property, plant and equipment
Other assets
Payables – accounts
Payables – related party
Accruals and provisions
Income tax liabilities & provision
Net identifiable liabilities acquired
Consideration transferred
Cash paid
Shares
Deferred consideration
Total consideration
On 11 August 2017, upon receiving shareholder approval, the Company issued
1,161,495 shares to Mr Bevan Slattery to satisfy the deferred consideration payable.
Goodwill on acquisition
Consideration
Add net identifiable liabilities acquired
Goodwill on acquisition
Net cash outflow on acquisition
Consideration paid in cash
Cash and cash equivalent balances acquired
Net cash inflow on acquisition
Transaction costs of $176,289 related to the acquisition have been expensed during the year.
Total net cash outflow on acquisition of subsidiaries
Net cash outflow on acquisition
Consideration paid in cash
Less cash and cash equivalent balances acquired
Net cash outflow on acquisitions (refer statement of cash flows)
Total goodwill recognised on acquisition of subsidiaries
Goodwill arising from acquisition of BigAir Group Limited
Goodwill arising from acquisition of SubPartners Pty Ltd
Total goodwill arising from acquisition of subsidiaries
Provisional Fair Value $
6,020
691,843
22,623
(84,290)
(6,364,640)
(797,128)
-
(6,525,572)
-
664,956
2,659,824
3,324,780
3,324,780
6,525,572
9,850,352
-
6,020
6,020
45,804,556
(2,140,664)
43,663,892
148,207,530
9,850,352
158,057,882
87
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Directors’
Declaration
In the directors’ opinion:
(a) The financial statements and notes set out on pages 50 to 87 are in accordance with the Corporations
Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements, and
(ii) giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its
performance for the year ended on that date, and
At the date of this declaration, there are reasonable grounds to believe that the Group will be able to pay
its debts as and when they become due and payable. Note 1(a) confirms that the financial statements also
comply with International Financial Reporting Standards as issued by the International Accounting Standards
Board. The directors have been given the declarations by the chief executive officer and chief financial officer
required by 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors as per section 295(5) of the
Corporations Act 2001.
Bevan Slattery
Chief Executive Officer
Brisbane
28 August 2017
88
ANNUAL REPORT 2017
89
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Independent
Auditor’s
Report
90
ANNUAL REPORT 2017
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 25, Riverside Centre,
123 Eagle Street
Brisbane QLD 4000
Australia
Tel: +61 (0) 7 3308 7000
Fax: +61 (07) 3308 7004
www.deloitte.com.au
Independent Auditor’s Report to the
members of Superloop Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Superloop Limited (the “Company”) and its
subsidiaries (the “Group”) which comprises the consolidated statement of financial
position as at 30 June 2017, the consolidated statement of profit or loss and other
comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the
Corporations Act 2001, including:
(i)
(ii)
giving a true and fair view of the Group’s financial position as at 30 June 2017 and
of its financial performance for the year then ended; and
complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
in the Auditor’s
responsibilities under those standards are
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (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.
further described
We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of the Company, would be in the same terms if given
to the directors as at the time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial report for the current period. These matters were
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
91
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Independent Auditor’s Report
92
ANNUAL REPORT 2017
93
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Independent Auditor’s Report
94
Independent Auditor’s Report
ANNUAL REPORT 2017
95
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
Independent Auditor’s Report
96
Independent Auditor’s Report
ANNUAL REPORT 2017
ASX Additional
Information
The following shareholder information was applicable as at 15 September 2017.
The Company has one class of shares on issue, fully paid ordinary shares.
(A) DISTRIBUTION OF EQUITY SECURITES
Holding
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Unmarketable parcels
Number of investors
108
Number of securities
145,292,032
1,709
1,631
3,256
1,767
8,471
290
42,227,986
12,100,157
9,480,073
857,130
209,957,378
13,251
97
SUPERLOOP LIMITED AND CONTROLLED ENTITIES
(B) EQUITY SECURITY HOLDERS
The names of the twenty largest holders of quoted equity securities are listed below:
Percentage of
Percentage of
Name
BEVAN ANDREW SLATTERY
J P MORGAN NOMINEES AUSTRALIA LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD
NATIONAL NOMINEES LIMITED
CITICORP NOMINEES PTY LIMITED
CITICORP NOMINEES PTY LIMITED
BNP PARIBAS NOMINEES PTY LTD
AVANTEOS INVESTMENTS LIMITED
BNP PARIBAS NOMS PTY LTD
SCM CAPITAL PTY LTD
AUST EXECUTOR TRUSTEES LTD
MICROEQUITIES ASSET MANAGEMENT PTY LIMITED
JMAS PTY LTD
J P MORGAN NOMINEES AUSTRALIA LIMITED
BLUE STAMP COMPANY PTY LTD
LEANNE CATELAN SUPERANNUATION FUND PTY LTD
ALLEGRO CAPITAL NOMINEES PTY LTD
HACKETT CP NOMINEES PTY LTD
SYMMALL PTY LTD
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
issued shares
61,169,389
23,799,848
7,636,621
7,578,144
6,624,638
2,526,369
2,329,985
2,169,574
1,870,588
1,682,483
1,437,594
1,250,000
1,225,104
1,201,207
1,107,996
1,013,102
719,297
690,788
599,999
590,000
issued shares
29.13%
11.34%
3.64%
3.61%
3.16%
1.20%
1.11%
1.03%
0.89%
0.80%
0.68%
0.60%
0.58%
0.57%
0.53%
0.48%
0.34%
0.33%
0.29%
0.28%
SUB-TOTAL
BALANCE OF REGISTER
TOTAL
(C) SUBSTANTIAL HOLDERS
Name
BEVAN ANDREW SLATTERY
1
(D) UNQUOTED EQUITY SECURITIES
127,222,726
82,734,652
209,957,378
60.59%
39.41%
100.00%
Percentage of
Percentage of
issued shares
61,169,389
issued shares
29.13%
Options
A total of 731,992 unlisted options are on issue. All unlisted options are held by current employees under the
Company’s Executive Option Plan.
Performance Rights
A total of 182,840 unlisted performance rights are on issue. All unlisted performance rights are held by
current and former employees under the Company’s Employee Rights Plan.
(E) VOTING RIGHTS
The voting rights attaching 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.
Options
Holders of options do not have voting rights.
Performance Rights
Holders of performance rights do not have voting rights.
98
ANNUAL REPORT 2017
Corporate
Directory
DIRECTORS
AUDITOR
Michael Malone
Non-executive Chairman
Bevan Slattery
Chief Executive Officer
Greg Baynton
Non-executive Director
Louise Bolger
Non-executive Director
Richard Anthony (Tony) Clark
Non-executive Director
Vivian Stewart
Non-executive Director
Jason Ashton
Executive Director
Matthew Hollis
Executive Director
Deloitte Touche Tohmatsu
Level 25, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
www.deloitte.com/au
SOLICITORS
McCullough Robertson
Level 11, Central Plaza Two
66 Eagle Street
Brisbane QLD 4000
www.mccullough.com.au
SHARE REGISTER
Link Market Services Limited
Level 15, 324 Queen Street
Brisbane QLD 4000
www.linkmarketservices.com.au
Telephone: (within Australia): 1300 554 474
Facsimile: (02) 9287 0303
COMPANY SECRETARY
SECURITIES EXCHANGE LISTING
Paul Jobbins
Group Chief Financial Officer
Superloop Limited shares are listed on the
Australian Securities Exchange (ASX: SLC)
REGISTERED OFFICE
COMPANY WEBSITE
Superloop Limited
Level 17, 333 Ann Street
Brisbane QLD 4000
Tel: +61 (7) 3088 5999
www.superloop.com
99
Superloop Limited Annual Report FY17