Annual Report
2022
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SUPERLOOP LIMITED | ABN 96 169 263 094
Our Business
Superloop is an
integrated provider
of connectivity
services in Australia
High-quality fibre
networks (predominantly
in Australia) connecting
~200,000 customers
Connected to all 121
NBN™ Points Of
Interconnect and
major data centres
across Australia
5 Terabits of
Indigo subsea
cable capacity
Capacity for
> 1 million Subscriber
aggregation and
termination
Providing Residential
& Business broadband,
high-performance
network solutions for
wholesale, enterprise,
and channel customers
Cyber safety and security
services for schools and
other organisations
demanding safe internet
We have around 600
employees across
Australia, Sri Lanka,
and Philippines
Strategy
Enable better internet access
through competition
Our ambition is to fuel challenger
providers towards a 30% collective
market share of connectivity services.
Contents
Chair & CEO Report
Responsible Business
Directors’ Report
Remuneration Report
Auditor’s Independence
Declaration
Financial Report
Notes to the Consolidated
Financial Report
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
Corporate Directory
Timeline
October 2020
CEO/MD, Paul Tyler
joins Superloop
January 2021
Accelerated growth
strategy launched
June 2021
Announced acquisition
of Exetel for $110m
Leverage substantial fibre network
via ‘Infrastructure-on-Demand’
wholesale platform to deliver a
superior customer experience.
October 2021
Announced $140m sale of Hong
Kong and certain Singapore assets
September 2021
CFO, Luke Oxenham
joins Superloop
November 2021
Independent Chair, Peter
O'Connell joins Superloop
May 2022
Announced acquisition
of Acurus
February 2022
Restructured business into Consumer,
Business and Wholesale segments
July 2022
Announced 10% on
market share buyback
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Build scale, improve margins, and
drive customer growth across all
three segments, consumer, business,
and wholesale
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES FY22 Achievements
Underlying EBITDA
Reported underlying EBITDA of $25.4m,
above EBITDA guidance range of $23m -$25m
$140 Million Gross Proceeds
Completed the sale of the Hong Kong entity and certain
select Singapore assets for net proceeds of $125m
+110,000 Customers
Completed the acquisition of the Exetel business on
31 July 2021, adding more than 110,000 new consumer
and business customers
Net Cash Position
$83m cash, resulting in a $42.8m net cash position
Acquired Acurus
Completed the acquisition of the Acurus business, a
white label internet provider to major household brands
New Management
Continued Management team renewal
Streamlined Reports
Streamlined reporting segments into three areas:
consumer, business, and wholesale
Appointed New Chair
Appointed Independent Chair in November 2021
FY22 Underlying EBITDA includes $5m from discontinued operations (HK/Singapore) (FY21: $6m)
and excludes transaction costs $7.5m and Share Based payments of $0.4m
Cash at bank of $83.1m less $40.3m short-term & long-term interest-bearing borrowings (excluding Operating Leases)
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES CHAIR & CEO
REPORT
Chair Report
PETER O’CONNELL
Independent Chair
& Non-Executive Director
On behalf of the Board of Directors of
employees (excluding executives)
Superloop Limited, it is my pleasure to
2,000 performance rights.
present the Annual Report for the 12
months ending 30 June 2022 (FY22).
In FY23, we will continue to focus
on growth, increasing margins, and
I joined the Board in November 2021
acquiring customers. In addition, we are
as independent Chair, because I saw
working hard to build a unified culture
in Superloop a vibrant, dynamic, and
as we welcome the Extetel and Acurus
growing organisation. My experience in
teams and embed those acquired
the consumer telco space complements
businesses. This will allow us to
the Board’s existing strong experience in
operate more efficiently, optimise
CEO Report
PAUL TYLER
Chief Executive Officer
FY22 marks the halfway point
since the implementation our
three year growth strategy in
January 2021. It was a plan that
began with simplifying the business
and righting the course to ensure
a clean, predictable business
that was primed for growth and
building scale. 18 months in, I am
very pleased with the progress we
have made, and even more excited
the business and wholesale markets. The
our portfolio, and drive digital and
about our future.
Board, along with the executive team
systems transformation.
and Superloop employees, have made a
tremendous difference in the Australian
telco market in FY22.
Superloop is committed to delivering
superior returns to shareholders and
has implemented an on-market share
Whilst the worst of the pandemic is
buyback for up to 10% of issued capital.
thankfully behind us, new challenges
have arisen. We’ve responded by
continuing to support our customers
and people, along with implementing
Superloop will continue to deploy capital
prudently, evaluate M&A prospects
where appropriate and invest in organic
growth opportunities, whilst maintaining
a range of retention initiatives for both.
sound financial metrics.
We would like to thank every Superloop
team member, given the significant
changes the business has undergone
in FY22. In recognition of this hard
work, the Board has offered all
I would like to thank shareholders
for their continued support, and I
look forward to engaging with you
in the future.
To date, we have substantially
improved our balance sheet and
have exceeded our FY22 EBITDA
guidance range of $23m-$25m.
FY22 saw the divestment of Hong
Kong and certain Singapore assets,
along with the acquisition of the Exetel
and Acurus businesses.
The Exetel and Acurus acquisitions
enabled us to increase asset utilisation
by adding customers and scale,
positioning us well to accelerate
our growth strategy. This has driven
continued solid performance in cash
flow and provided substantial balance
sheet flexibility.
We also simplified the business
into three segments based around
customers, leveraging our significant
fibre networks, and allowing us to
broaden our product scope delivering a
lower ‘cost to serve’. This simplification
of our reporting segments has provided
great clarity in terms of roles and
responsibilities within the organisation.
telecommunications infrastructure
assets to fuel challengers in our market
(Superloop included) to a 30% share
of the Australian internet/connectivity
market. Following changes made in
FY22, Superloop is in a position to do
exactly that.
In FY23 we will complete the second
half of our turnaround and deliver
our growth strategy. We will continue
to leverage our assets, and invest in
our brand, products, and customer
experience. We recognise that
customer experience is core to driving
an increase in market share. Equally,
adding new customers at reasonable
acquisition multiples, with high levels
of retention, will require additional
As part of repositioning the business,
marketing investment in FY23, and we
we made several new appointments at
expect returns on this investment to
the executive level, which brought us a
commence during FY23.
wealth of experience and expertise.
This is an incredibly exciting chapter
We have a clear and simple intent:
for Superloop, and I thank you for your
to leverage our quality
continued support.
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES COMMUNITY
SUPPORT
The Port Macquarie
Koala Hospital
Serving our community
Exetel is a proud supporter of the Port Macquarie Koala Hospital. We have been
working with the hospital to completely modernise their telecommunications
infrastructure and services, so they can spend more time looking after the local
koala population, and less time worrying about staying connected to their
network remotely.
Exetel also provides the hospital with mobile SIM cards for the mobile camera
systems deployed around Port Macquarie. The cameras help the hospital monitor
the number of local fauna (not just koalas) accessing water feeders in the area,
which are vitally important in a drought.
Responsible Business
Superloop recognises it has obligations
In the following pages, Superloop has
beyond delivering financial returns
outlined several important areas of
to shareholders, and that success
interest which it believes are critical to
depends on meeting the expectations
its success. These themes will evolve as
of a variety of stakeholders. Superloop
the Superloop business grows, as will
recognises the operating environment
maturity around reporting with greater
has changed markedly, and investors
detail, data, and insights to be refined
are seeking to evaluate company
in the coming years. We look forward to
performance in a range of areas.
providing more transparent details on
Therefore, enhanced disclosures on
ESG performance in FY23 and beyond.
non-financial matters are now accepted
as the norm for ASX listed entities.
Superloop does not consider that it has
a material exposure to environmental,
Over the course of FY23, Superloop will
social and sustainability risks. The
engage with stakeholders to better
Company has disclosed its material
understand what the most appropriate
exposure to these risks and what it
criteria is for evaluating Environmental,
believes are the material risks faced by
Social & Governance (ESG) performance.
the business in the Directors’ Report.
Environment
As a business, reducing our impact on
look to implement an electronic waste
the environment is a responsibility we
program recycling obsolete network
take seriously. This also includes the
hardware at the end of its life. Electronic
impact of climate change and
waste is one of the fastest growing
climate-related policy on our customers
areas and needs to be disposed of
and the communities in which we
safely to avoid disastrous environmental
operate. Whilst our environmental
impacts. This program will assist in the
footprint is less than some other
safe disposal of dangerous waste like
companies, there is more we can do
batteries, modems, servers, laptops etc.
to further reduce our impact on the
environment. In FY23, Superloop will
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES OUR
NETWORKS
Migrating Exetel and Acurus
customers to our network
Acquisition synergies and real savings achieved
as Exetel customers join the Superloop network
The two critical acquisitions of FY22
on a single network, and accelerated
– Exetel and Acurus – introduced
their efforts. Within three months, 90%
115,000 business, wholesale, and
of customers were migrated. By month
residential customers to Superloop.
four we had shifted 100% of the Exetel
For those acquisitions to be successful,
customer base to our network.
customers needed to experience a
seamless transition from their former
network to the Superloop network.
Pleasingly, we were able to deliver that.
In a group-wide collaboration effort,
employees from Exetel and Superloop
worked together to churn 10,000
services per night. In addition to the
In the case of the Exetel acquisition,
customer migration, the team worked
our Network Team began working
on backhaul, intercepts, transits,
alongside their soon-to-be colleagues
and created 260 additional backhaul
prior to completion, mapping out
services to support the migration.
requirements and planning for the
customer migration.
Their efforts were not in vain. In the
12 months since the acquisition was
The day after the competition of the
completed, we have exceeded our
deal, we began migrating Exetel
target of $5 million of synergies by $1m,
customers to the Superloop network.
and surpassed our $2 million savings
While giving ourselves 12 months to
target, realising $3.6 million in FY22.
complete the task, the entire team
We’re hopeful these numbers will
was eager to deliver the synergies
continue to grow, as the teams unearth
associated with having all customers
new ways of streamlining operations.
“I’m immensely proud of the way the teams came together and
achieved our synergy targets ahead of schedule,” said Chief
Operating Officer, Paul Smith. “We set some stretch goals that felt
impossible at the time – but the team never shied away from the
challenge and proceeded to completely exceed our expectations!”
OUR
NETWORKS
Investing in our network
Why investing in resiliency
is core to our challenger ambition
In FY22 Superloop cemented its place
Right across Australia our customers
as Australia’s most progressive and
have the added assurance that in the
dynamic network services provider.
unlikely event of a primary router or
Following nation-wide upgrades that
path going down, it will immediately
deliver more benefits to customers
failover to a secondary back-up. As a
looking to achieve faster, more reliable,
result, our network is as robust as any
secure connectivity.
in the country.
In 2021 we laid out an ambitious plan
Achieving these critical new
to deploy diverse connectivity to
milestones is a testament to the
the 121 NBN™ Points Of Interconnect
ambitious vision of the Superloop
(POIs), providing network redundancy
Board. We’re cementing the
protecting customers from network
company’s broader commitment to
outages. By end of 2022 we achieved
being the wholesale network and
that, offering fully redundant, scalable
retail provider-of-choice, in a market
connections to all 121 1 NBN™ POIs.
dominated by large incumbents.
Committing to deploying physically
Now one of Australia’s most
diverse and redundant connectivity
successful tier-1 challengers in the
removes single points of failure from
telecommunications industry, we are
the network. This ensures fast, reliable
increasing our ability to provide an
delivery to meet the increasing
amazing, reliable experience at mass
demands of existing customers, and
scale nationwide. Building confidence
any organisations – or individuals
for customers seeking a fast, reliable,
- seeking better performance, capacity,
and modern automated network.
and resilience.
Our network is core to our ability
Delivering further significant resiliency,
to challenge the market and win
we have deployed secondary routers
over customers – from consumers
at regional POIs throughout Australia,
to corporates. Which is why in
where vast distances between
FY23 we’ll continue investing in
locations would mean lengthy outages
operations and network infrastructure
if physical on-site repairs to equipment
around a single technology stack,
was required. This ensures we can offer
further differentiating ourselves from
an enhanced MTTR (mean time to
our competitors.
repair) if these issues were to occur.
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES OUR
CUSTOMERS
An integral part of our business, adapting to customer needs is crucial to our
success. There has been no better example of this than during the pandemic.
Customer support through
the pandemic
How COVID changed customer behaviour
When COVID-19 reached Australian
Executive – Consumer, said;
shores, and state governments began
“Pre-COVID, mornings and late evening
implementing lockdowns, offices across
were the peak periods for customers
the country were closed and employees
reaching out to our call centre. As
were relegated to working from home.
people began working from home,
Offices across the country were closed
analysed patterns confirmed we had
and employees relegated to working
the same volume of calls, just spread
from home. Things were no different
out across the business day. So, we
in our call centre.
modified our operating hours to closely
In line with public health advice, our
mirror work from home hours.”
team were encouraged to work from
The shift in peak periods wasn’t the
home and provided with laptops,
only change. The way customers
monitors, and at-home ergonomic
viewed their service also shifted.
assessments. Thanks to our cloud-based
“People are more reliant on the internet
systems, they were able to remotely log
than ever before, with internet usage
in to our system and continue taking
increasing 20 to 25%. So, even the
calls to support our customers.
smallest blip in their experience will
While the leadership teams worked to
result in customers calling our contact
manage employee levels and anticipate
centre straight away.”
COVID-related employee challenges,
Our contact centres remain an
they discovered customer behaviour
incredibly busy and vital part of
had shifted dramatically. While demand
Superloop. As hybrid working looks
fell significantly for many industries
set to become ingrained in many
during lockdown, the experience for
organisations, including Superloop,
internet service providers was the
internet will only continue to be seen by
complete opposite as home became
most Australians as an essential service.
the new office. Mehul Dave, Group
A special thanks to our incredible contact centre team
who work tirelessly to support and satisfy our customers.
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SUPERLOOP LIMITED & CONTROLLED ENTITIES People & Culture
Our people play a huge part in our success. With around 600 employees across
Australia, Sri Lanka, and the Philippines, it’s clear we have a diverse range of people
from different backgrounds, which to us is a huge positive for Superloop. In FY22,
we implemented a range of initiatives to retain and reward our people including:
» Offering 2000 performance rights to all employees, (excluding executives).
»
Increased salaries for some our foreign based employees to manage
cost of living pressures.
» Continuing to offer a range of employee benefits including home
broadband to all employees.
» Employee assistance program via independent provider to support
employees with personal matters.
» Super flexible working arrangements.
PEOPLE & CULTURE:
CASE STUDY
Creating connection and
embracing opportunity
Bringing out the best in two businesses
and two teams with the Exetel acquisition
Acquisitions. They can be fraught and
The key to employee confidence
frightening, or filled with opportunity
throughout the merger was open
for employees, all depending on how
communication. Combined Town
they’re managed.
The FY22 acquisition of Exetel saw
Superloop employee numbers more
than double, with the business closing
out the financial year at just over 600
team members.
Former Exetel marketing chief, now
Superloop CMO, Ben Colman believes
the leadership team’s focus on listening
to employees, and understanding the
uniqueness of each business, is what
made the merger a success.
Hall meetings, supported by regular
updates f rom the Executive team, were
essential to creating that confidence in
the future. Returning to central offices
post-lockdown, especially in Sydney
where both Superloop and Exetel
employees moved into a new office,
broke down remaining barriers, helping
everyone work shoulder-to-shoulder
with their new peers.
“The Executive team worked hard to understand what they had
acquired and make informed decisions on how best to move forward.
We were laser focused on taking the best of both businesses – the
best ideas and processes – and moving forward with an integrated
offer. We were agnostic about the brand. Our mantra was that the
winning idea would need to deliver the best outcome for customers,
our people, and the business.”
The first objective was the migration
By the time this report is released,
of the Exetel customer base to the
Superloop employees will be
Superloop network. A process that
Brisbane-bound for the first ever
happened swiftly and flawlessly,
all-Australian-employee conference,
thanks to the wholesale software
including representatives from our
capabilities of Superloop’s
Infra-on-Demand platform.
Equally important was integrating two
teams to create a combined culture.
The proof of success is shown in the
number of employees that opted to
stay and work together to integrate
and optimise the business.
team in Sri Lanka. The two-day event
is designed to align and unite all team
members behind a single identity and
shared purpose. Employees will hear
from the leadership team on strategy,
brand, FY23 priorities, and have the
opportunity to bond with each other.
Concluding the year-long transition
and several years of pandemic-related
remote working.
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
PRODUCT &
INNOVATION
My Speed Boost
Our f irst-to-market innovation that gives
customers greater flexibility and control
In June we launched something completely unique to the Australian market.
Something to surprise and delight our customers: My Speed Boost. My Speed
Boost is unique in that no other RSP offers customers the ability to instantly
upgrade their speed – let alone five times per month, every month, for f ree!
This demonstrates two things:
1. We get our customers.
We know with rising interest rates
2. When we have a great idea,
we act fast.
and inflation, people are looking for
Credit goes to our Go-to-Market
ways to stretch their dollar further. We
Consumer team for dreaming up
also know the internet is considered
this idea, and our development and
an essential service. So, customers
marketing teams for creating the
expect it to be reliable, uninterrupted,
backend functionality and making
and fast. Now, whether working from
customers aware of this latest
home, having visitors stay, handling
innovation. This was a testament
kids on school holidays, or a special
to their combined skill and ability
streaming event, they can boost their
to deliver, with more than 1,000
internet speed for 24 hours, five times
customers opting to boost on the
per month, every month for free. And
day My Speed Boost was launched
if they don’t use all their boost days,
what’s left over is rolled over into their
And this was just a warm-up… wait
until you see what’s coming in FY23.
Boost Bank for later.
BUSINESS:
IXOM
Bringing our strategy
to life in Business
Partnering with Ixom to deliver managed
services demonstrates our ability to deliver
the Superloop strategy
In Q3 Ixom signed a three-year deal with Superloop. Ixom, the water treatment and
chemical distribution business with operations across Australia and New Zealand,
and more than 1,000 employees, needed a network partner who could provide a
full-service connectivity and managed cyber security offering for remote workers.
The solution comes in the form of the Superloop Secure Access Service Edge or
SASE. Built using Palo Alto Networks’ Prisma Access and Prisma SD-WAN solutions,
the cloud-based services architect combines SD-WAN with network security that
includes Firewall as a Service (FWaaS), Cloud Secure Web Gateway (SWG), Cloud
Access Security Broker (CASB), and Zero Trust Network Access (ZTNA). And we’re
delivering this comprehensive package to Ixom.
Last year we shared our strategy outlining our intention to be more than a network
provider, by extending our service offering to include managed services, and
white-label products to help disrupt and challenge the market. Securing the Ixom
business is a strong endorsement for this strategy and demonstrates not only
the appetite in the business market for this offering, but the confidence in the
Superloop network and team to deliver unparalleled security.
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES MODERN
SLAVERY
Modern Slavery
In FY22, Superloop continued to make progress on modern slavery. Superloop
progressively added a standard modern slavery contractual clause to new
contracts for suppliers, to warrant to us that there is no modern slavery in their
supply chains. We also added clauses in our customer contracts. We conducted
audits with each of our agents providing virtual co-worker services, as to their
compliance with local employment laws and whether the payments they
provide workers compare no less favourably than benchmarked norms for those
occupations in those countries. We also conducted an investigation to understand
what happens to our ‘E-waste’ to check that processing companies are taking
appropriate steps to minimise the risk of modern slavery.
Our focus for the 2022/2023 period will be to:
» Establish an executive committee that will have oversight of modern
slavery actions to both guide the direction of the initiatives and check
the effectiveness of any actions taken.
» Develop and enforce a supplier code of conduct which would
consider issues such as modern slavery.
» Develop and issue a modern slavery questionnaire to our top
30% of suppliers by spend.
» Continue to undertake annual salary benchmarking in all the jurisdictions
in which we have employees to ensure remuneration is consistent with
benchmarked norms for their occupation.
» Look at implementing electronic waste recycling across the company.
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SUPERLOOP ANNUAL REPORT 2022 MARSEILLE
JAPAN
GUAM
HAWAII
HONG KONG
SINGAPORE
SAN JOSE
LOS ANGELES
DARWIN
PERTH
ADELAIDE
SYDNEY
BRISBANE
CANBERRA
MELBOURNE
HOBART
AUCKLAND
INDIGO Cable System
SINGAPORE
Asia Pacific Fibre Network
Fibre network
INDIGO West
INDIGO Central
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PERTH
SYDNEY
21
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 2022.
DIRECTORS
The following persons were Directors
of the Group during the year:
» Peter O’Connell
» Vivian Stewart
(appointed 2 November 2021)
» Bevan Slattery
(ceased 28 October 2021)
» Richard (Tony) Clark
» Alexander (Drew) Kelton
» Stephanie Lai
» Paul Tyler
ABOUT SUPERLOOP
PURPOSE AND VISION
Founded in 2014, and listed on the ASX
Superloop’s purpose is to enable better
since 2015, Superloop operates in three
internet for all Australians through
segments of the market: Consumer,
offering great products and services
Business and Wholesale connectivity.
and the creation of competition.
All segments leverage Superloop’s
Superloop aims to lead the challenger
investments in physical infrastructure
internet players (both traditional and
assets that include fibre, subsea cables,
non-traditional) in the Australian
and fixed wireless, as well as Superloop’s
market to a combined 30% market
software platforms. Hundreds of
share by leveraging its secure
thousands of homes and businesses
“Infra-on-Demand” platform and in
rely on Superloop, Exetel and the other
so doing, will strive to deliver superior
brands within the Group for their
capital returns to its investors.
connectivity needs.
DIRECTORS'
REPORT
DIRECTORS'
REPORT
STRATEGY
Having established a new three
Network coverage across Australia,
year strategy to triple the size of the
combined with the Indigo subsea cable
business in three years in late 2020,
system, and a standardised scalable
FY22 represents the first full year of
suite of connectivity solutions (including
Superloop’s revised strategy. In FY22
broadband and cybersecurity) provide
significant progress was made in
trusted and reliable services to each of
re-orienting the business around
the Group’s core customer segments.
a more simplified structure and
creating a strong, stable and well
capitalised base on which to deliver
growth in both revenue and
profitability moving forward.
In the future the Group will continue to
focus on monetising its infrastructure
assets and increasing utilisation to
support its strategic focus of growing
the market share of the challenger
Superloop’s network assets are
brands. The Group will continue
strategically well positioned to
to invest in connectivity solutions
capitalise on market dynamics, driven
in markets where the Board and
by strong data growth, growth in
Management believe the demand for
data centre demand and the need for
services will deliver appropriate returns
connectivity services.
for Shareholders.
CORE OPERATING SEGMENTS
There are seven broad products (with
In FY22 the Group has re-oriented its
business and financial reporting to focus
on three core customer segments.
The Consumer segment serves
Australian homes and residential
customers with fixed broadband,
mobile, voice over IP (VOIP) services,
and in-home cyber security. Following
the acquisition of Exetel in August
of 2021, the Group’s products in the
Consumer space are delivered to
customers on two retail brands
– Superloop and Exetel.
The Business segment operates in
the three key sub-segments of small
business (SMB), medium and large
corporate. The Business segment has
an ambition to provide an amazing B2B
customer experience, simple offerings
and excellent delivery.
In the Business segment, the Group
offers Internet, Mobile, VOIP, Security,
VPN, SASE, Wi-Fi and Fixed Wireless
products through both direct and
indirect sales channels.
multiple sub categories) offered through
the Wholesale segment which include
NBN™ Backhaul, IP Transit, Dark Fibre,
Ethernet, NBN™ Enterprise Ethernet,
International (Indigo) and Wholesale
Aggregation (sometimes referred to
as Superloop Connect).
Superloop Connect is a new offering
launched in FY22. It is an automated
platform that will allow customers to
self-serve Service Qualification (SQ) and
order services to qualified locations for
other Retail Service Providers (RSP’s).
This platform also enables internal
Superloop operations to order and
provision services to streamline delivery
of Superloop Aggregated Virtual Circuit
(AGVC) products to customers.
RESPONSIBLE BUSINESS
Superloop believes that sustainable
investment and business practices are
aligned with long-term value creation
and should not be dilutive to returns. The
Group’s long-term success depends on
meeting the expectations of a variety of
The Wholesale segment predominantly
stakeholders and enhanced disclosures
provides products and services to two
on non-financial matters is now accepted
broad pools of wholesale customers.
as the norm for ASX listed entities.
1. Large domestic and multinational
technology and telecommunication
customers who require data and
connectivity solutions throughout
Australia and from Australia to
Singapore on Superloop’s Indigo
subsea cable; and
2. Domestic internet service
providers who require either data
and connectivity solutions or a
technological interface to the
NBN™ through the Superloop
Connect platform.
In FY22, with the assistance of external
specialists, Superloop began the process
of identifying what Environmental, Social
and Governance (ESG) considerations
are most relevant to the Group. We also
invested in additional in-house ESG
focused resources to bolster the Group’s
ability to set criteria and performance
metrics which can be reported and
measured in the future.
Over the course of FY23 Superloop
will engage with a wider variety of
stakeholders to better understand what
ESG criteria and performance metrics
3. White label capability supporting
major brands including banks,
are important to them. Superloop
looks forward to providing transparent
energy providers, and retailers with
disclosure on ESG in FY23 and beyond.
an exceptional telco experience.
24
25
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES DIRECTORS'
REPORT
FY22 REVIEW OF OPERATIONS
Operating Environment
Consumer
DIRECTORS'
REPORT
The NBN™/Connectivity market in
which Superloop operates can be
characterised as one of strong but
rational competition. It remains a
highly concentrated market around
four major incumbents. In the last
12 months however, challenger
brands have increased their market
FY22 has been a pivotal year for
Superloop and the Consumer segment.
The acquisition of Exetel along with
organic growth from the Superloop
brand, saw the total number of
consumer broadband subscribers
increase from 47k at 30 June 2021
to over 166k at 30 June 2022.
share in total from 8.0% to 12.6%
The growth in subscriber numbers led
as at 20 June 2022.
Strategic
On the Strategic front, the Group
made significant progress on refocusing
the business around its three core
Australian customer segments, and
built significant financial strength
and momentum through a number
of strategic portfolio transactions,
including:
a. The sale of the Hong Kong entity
and certain Singapore assets for
net proceeds of $125 million;
b. The acquisition of Exetel, a
transformational deal for Superloop,
predominantly funded by an equity
raise of $100 million in June/July
2021. Completion of the transaction
occurred 1 August 2021; and
c. The acquisition of the Acurus
business for $15 million (up to $35
million including earn outs) to add
to an increase in consumer revenue of
275.9%, up from $34.8 million in FY21
to $130.9 million in FY22. The Gross
Margin contribution from the
Consumer segment also increased
from $9.6 million in FY21 to $30.7 million
in FY22, an increase of 219.6%
Over the last year Superloop’s share
of the NBN™ residential market has
increased from 0.5% as at 31 March
2021, to 1.8% as at 30 June 2022,
demonstrating clear subscriber and
revenue growth momentum. In FY22,
these results have been delivered by:
a. Investing in marketing and
promotion to grow brand awareness
of the chosen acquisition brand;
b. Delivering customer experiences that
create retention and consequently
reduce churn in the portfolio;
c. Focusing on growing multi product
holdings and Gross Margin per
white label business capabilities and
customer; and
infrastructure. Completion of the
transaction occurred on 23 June 2022.
d. Creating efficiencies in cost to serve.
With over 8.4 million homes now on
Wholesale
the NBN1, consumers can switch to
The strategic goal of the Wholesale
challenger providers like Superloop in
segment is to be the trusted
minutes and get better performance
Wholesaler and white label provider
and customer service at a lower price.
of choice for more challenger brands
The Group believes that the macro
and enable Superloop and those other
market environment is set to increase
challenger brands to increase their
customer switching.
market share to 30%.
With the network build complete the
Throughout FY22 growth in the
incremental cost of delivering services
Wholesale segment has been driven by:
to new customers for Superloop is
now marginal and the segment is now
primed for investment in accelerating
profitable customer growth.
Business
a. Opportunities to monetise
the Superloop Network Asset
(including the Indigo subsea cable)
and leveraging the proprietary
“Infrastructure-on-Demand”
In FY22, the acquisition of both Exetel
software; and
and Acurus has provided the Business
segment with increased sales capability,
a vastly enhanced product set and new
distribution channels. During FY22, the
b. Creation and growth of the
Superloop Connect offering for
third party ISP’s.
Business segment has rapidly enhanced
The Wholesale segment was not
its ability to drive volumes onto the
impacted by the Exetel acquisition.
Superloop network and has momentum
Notwithstanding that, revenue in
the Wholesale segment (excluding
the discontinued operations of Hong
Kong and Singapore) grew by 20.8%
and was up from $31.7 million in FY21
to $38.3 million in FY22.
in sales and margin expansion.
Revenue in the Business segment
increased 176.0% when compared to
the prior corresponding period,
increasing from $29.3 million in FY21
to $80.5 million in FY22.
The Gross Margin contribution of
the Business segment increased
108.2% from $12.2 million in FY21
to $25.3 million in FY22.
26
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1 NBN Wholesale Market Indicators Report, ACCC
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES DIRECTORS'
REPORT
FINANCIAL AND OPERATING
PERFORMANCE
FY21 Restatement
Within this financial report the results
for the financial year ended 30 June
2021 have been restated from previous
financial statements reflecting the
The impairment relates primarily to
the Goodwill that was booked to the
Balance Sheet f rom Superloop’s previous
acquisition of the BigAir business in 2016.
reporting of the Hong Kong entity and
Financial Position
certain Singapore assets as ‘Discontinued
Operations’. This restatement has been
made in accordance with AASB 108 in
order to provide consistency in reporting,
and comparability of performance,
between FY21 and FY22.
Revenue and Profitability
The Group’s revenues (including the
discontinued operations) were $262.5
million in FY22 versus $110.7 million in
At 30 June 2022, the Group held property,
plant and equipment (primarily the
construction of its domestic and subsea
fibre networks) of $127.3 million, and
intangible assets of $302.5 million
including rights to access (via Indefeasible
Rights to Use (IRU) agreements) network
capacity in Australia, and Singapore as
well as intangible assets arising from
business combinations. Intangible assets
the previous financial year, an increase
include $181.3 million of Goodwill.
of 137.1%. Adjusting for the impact of the
During the period, Goodwill increased
discontinued operations, the Revenue
from $135.0 million to $181.3 million.
for the Group in FY22 was $249.7 million
The increase reflects the additional
compared to $95.9 million in the previous
Goodwill booked from the acquisitions
financial year. This growth is the result
of Exetel ($87.3 million) and Acurus
of the acquisition of Exetel, as well as the
($19.2 million), which were offset by a
organic growth of both the Exetel and
$35.0 million derecognition of Goodwill
Superloop businesses.
On a statutory reported basis, the Group
generated earnings before interest, tax,
depreciation and amortisation (EBITDA)
associated with the sale of Hong Kong
and select Singapore assets, as well as
the $25.0 million impairment that was
booked against the Goodwill in the
of $12.7 million compared to $11.4 million
Business segment.
in FY21 on a like for like basis. On an
Cash Flow Performance
underlying basis (adjusting for the
inclusion of the discontinued operations,
and the add back of transaction costs
and share based payments) the EBITDA
for the Group was $25.4 million in FY22
compared to $18.6 million in FY21, an
increase of 37.1%.
The Group reported operating cashflows
of ($11.5) million compared to $15.1 million
in the prior year. The current year result
was impacted by significant transaction
costs of $7.5 million, tax payments of
$3.4 million related to Exetel, an increase
of prepayments of $4.4 million, and a
The Group had a full year net loss
clean out of $14.4 million of the prior year
after tax of $52.6 million including
trade creditors balance.
the Discontinued Operations in FY22
(compared to a loss of $32.0 million in
FY21). The increase in the net loss after
tax was in part a consequence of an
impairment of $25.0 million that was
booked against the Business segment.
The Group generated $7.4 million in
investing cash flows compared to an
outflow of $15.2 million in FY21. The result
in FY22 reflects the net of the proceeds
received for the sale of Hong Kong and
select Singapore assets offset by the
DIRECTORS'
REPORT
net proceeds paid for the acquisition of
Guest Wi-Fi revenues to gradually
Exetel and Acurus. Overall, excluding the
recover. It is not possible to predict
impact of Foreign exchange movements,
the length of time our business will be
the Group’s cash declined by $6.6 million
impacted by COVID-19.
over the course of the year.
MATERIAL BUSINESS RISKS
The material business risks faced by
the Group that may have an effect on
its financial prospects include:
Revenue Growth Underperformance
Increasing Business Complexity
As Superloop currently conducts
business in multiple jurisdictions,
Superloop is exposed to a range of
multi-jurisdictional risks including risks
relating to labour practices, difficulty
in enforcing contracts, changes to or
Superloop is focused on accelerating
uncertainty in the relevant legal, political
growth and the monetisation of
and regulatory regime (including
network assets, by targeting markets of
in relation to taxation and foreign
scale, winning and retaining business,
investment and practices of government
considering M&A and capital recycling
and regulatory authorities) and other
opportunities and increasing sales
and revenue (and thereby increasing
utilisation). The speed with which
issues in foreign jurisdictions in which
Superloop operates. In particular, the
regulatory environment continues to
Superloop can achieve revenue growth
grow as do the direct and indirect costs
on its networks in Australia and
of compliance and the consequences
Singapore is, in the short to medium
of non-compliance. Two areas that have
term, a key factor in the market’s
seen particular regulatory attention
valuation of Superloop. The occurrence of
and are pertinent to the growth that
anything that adversely affects the sales
Superloop will see in its consumer
and revenue growth in those markets,
customer base as a result of the
including lower than expected customer
acquisition of Exetel Pty Ltd
demand and aggressive competition,
(completed 31 July 2021) relate to
will adversely affect Superloop’s growth
privacy and information governance,
prospects and/or financial performance.
and consumer information and rights.
Impact of COVID-19
The ongoing COVID-19 pandemic
has had a significant impact on the
Australian and global economy and
the ability of businesses to operate. The
pandemic continues to evolve, as do
the measures and recommendations
introduced by governments in the
countries where Superloop operates
In addition, Superloop operates
in a number of different
sub-market segments within the
telecommunications industry, including
fibre infrastructure and network
solutions, fixed wireless, cloud and
managed services, cyber safety,
campus broadband and fixed
line residential NBN™ services.
and Superloop's customers and suppliers
Competition and Disruption
are located. While Superloop has not
Superloop operates in a competitive
experienced significant disruptions to
landscape alongside other owners
its operations, the impact COVID-19 has
and operators of telecommunications
had on the student accommodation
infrastructure with competing offerings
and hotel sectors has in turn negatively
and a geographically diverse presence.
impacted the financial performance
The competitive environment continues
of our Guest Wi-Fi platform. Superloop
to evolve and failing to appropriately
continues to monitor operational and
respond could result in a decline in
financial implications closely and expects
our financial performance and asset
28
29
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES DIRECTORS'
REPORT
valuations. In addition, demand for
Business Resilience
technology infrastructure can change
A significant network, systems failure or
rapidly because of technological
interruption could cause both tangible
innovation, new product introductions,
and intangible losses of shareholder
declining prices and evolving industry
value for Superloop through its inability
standards, among other factors. The risk
to honour customer contracts, resultant
DIRECTORS'
REPORT
People and Safety
through to our executive team. To date,
Attracting and retaining talent with
significant growth opportunities have
the right mix of skills continues to be
been identified which Management
critical to our ongoing success. A key
continues to focus on for delivery in
pillar of our strategy is to attract and
FY23 and beyond.
retain talent and support our people
Reputation risk
of disruption to the Consumer business
customer churn and reputational damage.
to reach their potential.
remains escalated with further significant
capital investment in 5G deployment
and related spectrum purchases.
New solutions and new technology
often render existing solutions and
services obsolete, excessively costly, or
otherwise unmarketable. As a result,
the success of Superloop depends on
Superloop being able to keep up with
the latest technological progress and to
Network failure or interruptions can
be caused by a variety of events (many
outside the control of Superloop),
including accidental damage from civil
works (cable cuts), intentional damage
from vandalism or terrorism and natural
disasters such as earthquakes.
Superloop’s key risk mitigations regarding
business resilience related risks include:
develop or acquire and integrate new
» Designing and investing in the
technologies into its telecommunications
network to provide in-built resilience;
infrastructure and offerings. Advances
in technology also require Superloop
to commit resources to developing
or acquiring and then deploying new
technologies for use in operations.
Superloop attempts to mitigate these
risks through key activities including
the following:
» Considering emerging technologies,
societal trends and the competitive
environment as part of its strategic
planning and review processes;
»
Implementing advanced security
measures to prevent, test for, monitor
and respond to cyber security threats
or incidents;
»
Implementation of sophisticated
monitoring tools to provide early
warning of any developing issues;
» Formalising our approach to business
resilience which includes the ongoing
development of a formal business
continuity f ramework to complement
existing disaster recovery plans;
» Selecting and deploying technologies
with future developments and growth
in mind;
» Periodically reviewing its customer
offerings in the context of the market
and customer needs; and
» Provision in customer contracts
protecting Superloop from
claims in relation to failure to
provide contracted services due
to specific events outside of
Superloop’s control; and
» Considering M&A and capital recycling
opportunities that can support and
» Maintenance of business
interruption insurance.
accelerate growth, leverage our
competitive advantage and deliver
enhanced returns on investment.
The availability and lead time for
supply of critical customer equipment
continues to be an issue. Management
continues to actively manage stock
levels as far as possible and will continue
this practice. The risk trade-off for this
practice is the financial impacts of
carrying additional stock.
Risks that threaten an organisation’s
It has been another busy period with
reputation can have significant impacts
prioritisation required between business
on its revenue and brand. The speed at
as usual and projects including the
which information can now be shared
integration of Exetel, the divestment of
publicly via social media can intensify
the Hong Kong and select Singaporean
the impact of this risk. Superloop's
assets and other M&A projects. A positive
governance and risk management
outcome of the COVID-19 pandemic
has been that it has demonstrated
framework, the various controls described
in the previous sections combined with
that we are able to work and thrive in
our focus on customer experience, social
a remote working model. Many staff
have communicated their preference
for greater working flexibility, and this
has been embraced as a key pillar in
attracting and retaining talent.
The safety and wellbeing of our people
will always be number one at Superloop,
particularly in the wake of the COVID-19
pandemic and its flow on impacts. This
is why we have adopted and maintained
a conservative approach to the
management of COVID-19 related risk.
We also continue to mature our
workplace health and safety (WHS)
management system to not only keep
our people safe, but ensure we meet the
expectations of our customers.
Integration and Operating Model
The Acurus acquisition presents
Superloop with significant growth
and cross sell opportunities. While
Superloop’s operating model is
structured to successfully deliver against
its strategic objectives, there is a risk
the Company may not achieve these
anticipated opportunities.
This risk is well recognised internally
and projects to ensure the opportunity
is realised have been developed and
are being monitored and governed by a
project management office that reports
media and crisis management processes
are our key mechanisms for managing
our reputation.
Regulatory Risk
Superloop operates in an increasingly
regulated environment with
significant growth in the regulation
of ‘non-traditional’ areas including
governance of pricing, product, customer
experience and increasingly, privacy,
data protection and associated rights
of access to customers and regulators.
We continue to actively monitor
the evolving regulatory landscape
and defend Superloop’s and our
customers’ interests through our
memberships to key industry
groups and related initiatives.
Funding Risk
While the material capital expenditure
associated with Superloop's network
build is complete, Superloop’s business
requires ongoing capital expenditure for
the maintenance of telecommunications
and IT infrastructure. Superloop requires
access to sufficient capital to fund this
expenditure. Given the current global
and domestic macro-economic
conditions, the cost of any future debt
is likely to increase.
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES DIRECTORS'
REPORT
There is no assurance that additional
funds will be available in the future on
Relationships with key intellectual
property licensors and technology
reasonable terms. Superloop believes the
Superloop uses intellectual property
risk is mitigated, to some extent, through
and technology developed in the
the control of capital expenditure
requirements, generation of operating
course of its business that is owned
by Superloop. Superloop also relies
cash flows, maintenance of lines of credit
on relationships with key intellectual
on reasonable terms, and access to
property licensors and technology
other forms of capital. Failure to obtain
capital on favourable terms may hinder
Superloop’s business, potentially
reducing competitiveness and having
an adverse effect on the financial
performance, position and growth
prospects of Superloop.
Cyber risk, data and information
governance
The quantum and sophistication of
cyber related risks continues to evolve
partners, from whom it licenses the right
to use particular intellectual property
and technology. Superloop’s ability to
maintain and manage its fibre optic
telecommunications infrastructure is
dependent on its ability to use particular
intellectual property and technology,
and any change in the ability to use
intellectual property Superloop relies on
may have an effect on Superloop’s future
financial performance and position.
and increase, evidenced by a number
Socio-political risks
of high profile breaches impacting
The failure to meet ever-increasing
other businesses in recent years. The
social and community expectations
Australian Cyber Security Centre has
as to responsible corporate conduct
reported that, since Russia’s invasion
presents as a risk for many companies
of Ukraine in February 2022, the risk of
on a number of f ronts, including ESG.
malicious cyber operations by Russian
Recognising the operating environment
state sponsored and criminal cyber actors
has changed markedly and stakeholders
has increased. The threats to critical
are seeking to evaluate company
infrastructure could impact organisations
performance in a range of areas,
both within and beyond Ukraine. The
Superloop is mitigating this risk by
regulatory environment for information
enhancing its activity and disclosures on
security and privacy is also evolving
non-financial, environmental and social
constantly and becoming increasingly
sustainability matters.
complex, including compliance with
a number of mandatory data breach
reporting and more recently, the cyber
surveillance laws and consumer data
rights legislation. Customer requirements
and expectations are also becoming
more stringent. The management of
cyber risk and data represents a key legal,
financial, operational, and reputational
risk for Superloop. Superloop considers
the protection of customer, employee
and third party data as a critical business
priority and has processes and strategies
in place to manage these risks.
Adverse socio-political developments in
jurisdictions in which Superloop operates,
may impede the ability to carry out stable
business operations. Sri Lanka (where
Superloop employs both professional
and contact centre staff) continues to be
impacted by hyperinflation and rolling
power outages which is giving rise to civil
unrest and social instability.
The move of the Colombo office to a
building with power backup has reduced
the risk of service outages from the
rolling power outages that continue in
the region.
DIRECTORS'
REPORT
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 matters subsequent
to the end of financial year below.
LIKELY DEVELOPMENTS
AND EXPECTED RESULTS
OF OPERATIONS
The continued growth in transmission
and storage of data should underpin
a likely growth in demand for services
provided by the Company.
The Board continues to evaluate further
investment in expansion opportunities,
based on underlying market dynamics
and demand for products and services.
DIVIDENDS
No dividend has been declared or
paid in respect of the 2022 or 2021
financial years.
During FY22, the Company paid a
premium in respect of a contract insuring
the directors and officers of the Company
against any liability that may arise from
the carrying out of their duties and
responsibilities to the extent permitted
by the Corporations Act. The contract
of insurance prohibits disclosure of the
nature of the liability and the amount of
the deductible or premium.
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 Group’s external
auditor, Deloitte Australia, for non-audit
services are set out in Note 23 to the
financial statements.
The Board of Directors has considered
the position and, in accordance
ENVIRONMENTAL REGULATION
with advice received from the Audit
The Group is not subject to any
significant environmental laws.
Committee, is satisfied that the
provision of the non-audit services
is compatible with the general
INDEMNIFICATION OF OFFICERS
standard of independence for auditors
The Company’s Constitution provides
imposed by the Corporations Act
that to the extent permitted by law, the
2001. The Directors are satisfied that
Company indemnifies each current
and former director or secretary of
the provision of non-audit services by
the auditor, as set out below, did not
the Company and/or its related bodies
compromise the auditor independence
corporate on a full indemnity basis
requirements of the Corporations Act
against all losses, liabilities, costs, charges
2001 for the following reasons:
and expenses incurred by the officer as
an officer of the Company or a related
body corporate.
» All non-audit services have been
reviewed by the Audit Committee
to ensure they do not impact
The current and former directors and
the impartiality and objectivity
secretary of the Company, as well as a
of the auditor;
number of executives, are also party to
a customary deed of insurance, access
and indemnity.
» None of the services undermine
the general principles relating to
auditor independence as set out
in APES 110 Code of Ethics for
Professional Accountants.
32
33
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES DIRECTORS'
REPORT
PROCEEDINGS ON BEHALF
AUDITOR’S INDEPENDENCE
OF THE GROUP
DECLARATION
No person has applied to the Court
A copy of the auditor’s independence
under section 237 of the Corporations
declaration as required under section
Act 2001 for leave to bring proceedings
307C of the Corporations Act 2001 is
on behalf of the Group, or to intervene
set out on page 59.
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.
ROUNDING OF AMOUNTS
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
thousand dollars, where permissible in
accordance with the Instrument.
34
35
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES Information
on directors
PETER O’CONNELL
PAUL TYLER
Independent Chair & Non-Executive Director
Chief Executive Officer & Executive Director
Appointed: 02 November 2021
Appointed: 1 October 2020
Experience and Expertise
Peter was most recently CEO and Managing Director
of Amaysim, which he co-founded in 2010, having
previously held senior executive or board roles at
Optus Communications, BellSouth, Commander
Communications, Eircom (Ireland's national carrier)
and Meteor (an Irish mobile operator).
He is the founder of Hargrave Consultants, an advisory
firm for the Technology and Telecommunications sectors and
was previously a partner at major Australian law firms Minter
Ellison and Gilbert & Tobin. Peter is a Director and co-founder
of Tiger and Bear advisory group.
Peter was a member of the team responsible for
the formation of Optus, has served on a number of
boards for private and public companies in the energy,
telecommunications and technology verticals and is
also the Chair of Australian fintech company, Padua,
and Chair of energy reduction and decarbonisation
specialist Crowley Carbon.
Appointed Executive Director: 1 September 2020
Experience and Expertise
Paul brings several decades of experience and a
distinguished international reputation for transforming and
leading businesses in the IT and Telecommunications sector.
Born and raised in Australia, Paul was most recently the
Chief Customer Officer of NBN™ Co building their enterprise,
business and government segments from near infancy.
As well as holding senior roles in Telstra including Group
Managing Director of both Telstra Business and Telstra
International, Paul had a long career with Nokia holding
executive roles in various countries across Australia, Europe
and Asia, most recently based in Singapore as the President
of Nokia in the Asia Pacific region.
An experienced public company director (ASX and NYSE),
Paul graduated with an Executive MBA from UCD – National
University of Ireland, a Bachelor of Electrical Engineering
– University of New South Wales and is a Fellow of the
Australian Institute of Company Directors.
Other current Directorships of Listed Entities
Other current Directorships of Listed Entities
Nil
Nil
Former Directorships of Listed Entities in last 3 years
Former Directorships of Listed Entities in last 3 years
Nil
Special Responsibilities
Nil
Nil
Special Responsibilities
Nil
BEVAN SLATTERY
Chair & Non-Executive Director
(until 28 October 2021)
Appointed Director: 28 April 2014
Appointed Chair: 11 March 2020
Chief Executive Officer:
23 February 2016 to 30 June 2018
Resigned: 28 October 2021
Experience and Expertise
Bevan Slattery is the founder and a former Chair and
Non-Executive Director of Superloop. He also served as
Executive Chair until June 2017 and Chief Executive Officer
until 30 June 2018.
Bevan, one of Australia’s leading entrepreneurs, has founded
some of the nation’s biggest technology success stories.
Starting as a co-founder of PIPE Networks, Australia’s largest
Internet Exchange and third largest metropolitan fibre
network provider, Slattery sold the company to TPG in 2010.
Subsequently, he founded NEXTDC, Asia’s most innovative
data centre-as-a-service provider; Megaport, the global
leading elastic interconnection provider; Cloudscene, the
world’s largest platform for searching cloud and connectivity
services; Biopixel, Australia’s leading production service
provider for natural history and animal behavioural
sequences; Superloop; SubPartners, a submarine cable
operator and Indigo Cable investor; SUBCO, an independent
specialist submarine cable development group with
9,800km of submarine cable infrastructure currently under
construction between Perth and Oman as part of the Oman
Australia Cable system; and HyperOne, expected to become
Australia’s first hyperscale fibre optic network and the
largest private, independent digital infrastructure project in
Australia’s history.
Slattery’s entrepreneurial success is highlighted in having
listed five companies on the Australian Securities Exchange
and received many industry awards including EY Champion
of Entrepreneurs Award in 2016, National Charles Todd Medal,
and the Pearcey Foundations Benson.
Other current Directorships of Listed Entities
» Megaport Limited (ASX: MP1) - Appointed 27 July 2015
Former Directorships of Listed Entities in last 3 years
» Superloop Limited (ASX: SLC)
Special Responsibilities
Nil
36
37
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES INFORMATION
ON DIRECTORS
RICHARD ANTHONY (TONY) CLARK
VIVIAN STEWART
STEPHANIE LAI
ALEXANDER (DREW) KELTON
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive Director
Appointed: 23 December 2015
Appointed: 21 December 2016
Appointed: 11 March 2020
Experience and Expertise
Experience and Expertise
Experience and Expertise
Tony Clark is an Emmy Award-winning
Cinematographer as well as co-founder and
Managing Director of Rising Sun Pictures (RSP),
and co-founder of Cinenet Systems Pty Ltd and
Cospective Pty Ltd.
Tony has a wealth of digital media industry
knowledge and experience. 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 Scientific
& Technical Achievement Award 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 and Ausfilm, and is
an active member of 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
» Chair of the Remuneration and Nomination
Committee (Appointed: 26 March 2020)
Vivian Stewart served on BigAir Group Limited’s
Board from June 2008 and was its Chair at the
time of BigAir’s acquisition by Superloop in
December 2016.
Vivian is the Chief Operating Officer of Bigtincan
Holdings Ltd - an ASX listed enterprise software
company focused on the Sales Enablement market,
where he also leads the M&A and IR functions and
special projects.
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 and its two
venture capital funds. He serves on the Investment
committee of Sydney Angels Sidecar Fund I and II.
Prior to Bigtincan, he spent 10 years as an
independent corporate advisor specialising in sale,
merger and acquisition transactions and related
capital strategy for public and private companies.
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 Fellow 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
» Chair of the Risk Management Committee
» Member of the Audit Committee
» Member of the Remuneration and
Nomination Committee
Stephanie Lai has over 20 years’ experience as a
Chartered Accountant and is a former M&A partner
of Deloitte and KPMG.
Stephanie has significant experience providing due
diligence and advisory services, including forecast
reviews to listed entities, sovereign wealth funds, wealth
managers and private equity. Stephanie has advised on
numerous transactions (acquisitions /divestments, debt/
equity raisings and IPOs), across a range of industries
(infrastructure, property, banking, insurance, wealth
management, retail and transport) and markets
(Australia, UK, Europe, Asia and the US).
Stephanie is an experienced Chair of listed Audit and
Risk Committees. She is a Non-Executive Director and
Chair of the Audit and Risk Committee of Future Generation
Investment Company Limited (ASX:FGX), HomeCo Daily
Needs REIT (ASX:HDN) and HealthCo Healthcare and
Wellness REIT (ASX:HCW)
Stephanie holds a Bachelor of Business (University of
Technology Sydney) and is a Graduate of the Australian
Institute of Company Directors and the Institute of
Chartered Accountants (Australia and New Zealand).
Other current Directorships of Listed Entities
» Future Generation Investment Company Limited
(ASX: FGX) - Appointed March 2019
» HMC Funds Management Limited, responsible
entity of HomeCo Daily Needs REIT Limited
(ASX:HDN) - Appointed October 2020
» HealthCo Healthcare and Wellness REIT
- (ASX:HCW) - Appointed August 2021
Former Directorships of Listed Entities
in last 3 years
Nil
Special Responsibilities
» Chair of the Audit Committee (Appointed: 26 March 2020)
» Member of the Risk Management Committee
» Member of the Remuneration
and Nomination Committee
Appointed: 1 April 2021
(Executive Director from 23 Nov 2018 to 31 Mar 2021)
Experience and Expertise
Drew Kelton is a global business leader and professional
board director. With over 40 years’ experience in the ICT
and telecommunications arena, he held senior operational
roles in the UK, Europe, India, Australasia and most recently,
the US. In addition to executive leadership roles in global
organisations, he has also been responsible for startups, M&A
transactions and the IPO of one of those businesses. Drew
would describe himself as a “professional entrepreneur”.
Drew holds a Bachelor of Science with commendation in
Electrical and Electronic Engineering from the University
of Western Scotland. He is a Chartered Engineer with the
Institute of Electrical and Electronic Engineers.
Other current Directorships of Listed Entities
» Zoom2u Technologies Limited (ASX:Z2U)
- Appointed 30 July 2021
Former Directorships of Listed Entities
in last 3 years
» Megaport Limited (ASX:MP1)
- Resigned 1 June 2019
Special Responsibilities
» Member of the Audit Committee
» Member of the Risk Management Committee
38
39
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES INFORMATION
ON DIRECTORS
TINA OOI
RONNIE LAKE
General Counsel & Company Secretary
Head of Risk & Company Secretary
Appointed: 23 August 2021
Experience and Expertise
Appointed: 28 May 2021
Resigned: 12 June 2022
Tina Ooi is the General Counsel and Company
Secretary for Superloop. Tina is responsible for
Company Secretarial, Legal, Risk and Compliance
at Superloop.
Tina joins Superloop with more than 25 years
of experience in senior governance roles in
industries including energy and financial services,
most recently as General Counsel and Company
Secretary of ME Bank, a role she also held at
Jemena/Zinfra. Ms Ooi has also held senior legal,
company secretarial, and regulatory roles at
Equity Trustees Ltd, Alinta Ltd, United Energy
Ltd and Freehills.
A member of the Australian Institute of
Company Directors, Tina holds a Bachelor of Law
(Hons)/Bachelor of Commerce (Hons) from the
University of Melbourne.
Experience and Expertise
Ronnie Lake joined Superloop in July 2018
as Head of Risk. Ronnie has broad risk and
governance experience having worked across
several sectors including consulting.
Appointed Company Secretary in May 2021,
Ronnie held that role until he left the
organisation in June 2022.
Ronnie holds a science related undergraduate
and postgraduate degree, a Graduate Certificate
of Executive Leadership from the University of
Queensland and a Graduate Certificate in Applied
Risk Management from the Governance Institute
of Australia. Ronnie is also a member of Australian
Institute of Company Directors and the Governance
Institute of Australia.
Meeting 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:
Meetings of
Directors
Audit
Risk
Management
Remuneration
and Nomination
Meeting of Committee
A
5
12
19
19
19
18
19
B
7
12
19
19
19
19
19
A
N/A
N/A
N/A
6
6
6
B
N/A
N/A
N/A
6
6
6
A
N/A
N/A
N/A
4
4
4
B
N/A
N/A
N/A
4
4
4
N/A
N/A
N/A
N/A
A
N/A
N/A
6
6
5
N/A
N/A
B
N/A
N/A
6
6
6
N/A
N/A
Bevan Slattery(1)
Peter O’Connell(2)
Tony Clark
Stephanie Lai
Vivian Stewart
Alexander (Drew) Kelton
Paul Tyler
(1) Bevan Slattery resigned as a Chair & Non-Executive Director on 28 October 2021
(2) Peter O’Connell was appointed as Chair & Non-Executive Director on 2 November 2021.
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
40
41
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES Remuneration
Report
Letter from the Chair of the Remuneration
and Nomination Committee
44
Remuneration Report Audited
1. The Persons Covered by this Report
45
2. Overview of Remuneration
Governance Framework
3. Director Remuneration
4. Executive Remuneration
5. Employment Terms for Key
Management Personnel
6. Remuneration
7. Performance Outcomes
8. Summary of Shares Held by
Key Management Personnel
9. Summary of Options Held by
Key Management Personnel
46
47
47
51
52
54
54
55
10. Summary of Performance Rights
Held by Key Management Personnel
55
11. Shares Under Option or
Performance Rights
12. Other Transactions with
Key Management Personnel
56
57
REMUNERATION
REPORT
Letter f rom the Chair of
the Remuneration and
Nomination Committee
Dear Shareholders,
On behalf of the board, we are pleased to present Superloop’s Remuneration
Report for FY22.
In FY22 significant progress has been made in re-orienting the business around a
more simplified structure and creating a strong, stable and well capitalised base
on which to deliver growth in both revenue and profitability moving forward.
Since assuming the position of CEO & Managing Director of Superloop in October
of 2020, Paul Tyler has established a new Accelerated growth strategy with the
aim of tripling the size of the business in 3 years. Paul has in parallel, refreshed and
bolstered the executive team, adding 100+ years of industry experience. Combined,
the executive team has positioned the Group to capitalise on market dynamics,
driven by strong data growth, growth in data centre demand and the need for
connectivity services.
As Chair, I am pleased to report that in FY22 the Remuneration and Nomination
Committee have continued to evolve the remuneration framework for the Group
and the Committee will continue to oversee the development 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.
During the year, options were granted to executives under the Executive
Option Plan and in accordance with contractual entitlements. In addition to this,
we were pleased to extend participation in equity-based remuneration to some
non-executive members of the Superloop team.
The following Remuneration report sets out the principles and outcomes
of the Group Remuneration framework for FY22.
Remuneration Report - Audited
The Remuneration Report, which forms part of the Directors’ Report, sets out the remuneration
arrangements for the Directors and other Key Management Personnel of Superloop for the year ended
30 June 2022 (FY22), 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 BY THIS REPORT
Key Management Personnel (“KMP”) include the Directors of the Group and Key Management Personnel.
The term “Key Management Personnel” refers to the Chief Executive Officer and those executives with
responsibility for planning, directing and controlling the activities of the Group.
During the year, and following the completion of the Exetel acquisition in August 2021, the Group and the
Executive team was re-organised and refocused around the three customer facing segments of Consumer,
Business and Wholesale. In addition previous group wide responsibilities around product, network and
operations were split amongst new and existing executives to create more in depth management focus. As a
consequence the assessment of those executives that meet the criteria of having a responsibility for “planning,
directing and controlling the activities of the Group” has changed.
In this report, the disclosure around KMP covers the following individuals.
Directors
Name
Peter O'Connell
Bevan Slattery
Tony Clark
Position
Non-Executive Chair (appointed 2 November 2021)
Chair & Non-Executive Director (resigned 28 October 2021)
Independent Non-Executive Director
Chair of the Remuneration and Nomination Committee
Vivian Stewart
Independent Non-Executive Director
Chair of the Risk Management Committee
Member of the Audit Committee
Member of the Remuneration and Nomination Committee
Stephanie Lai
Independent Non-Executive Director
Chair of the Audit Committee
Member of the Risk Management Committee
Member of the Remuneration and Nomination Committee
Yours sincerely,
Alexander (Drew) Kelton
Non Executive Director
Tony Clark
Chair, Remuneration and Nomination Committee
Superloop Limited
Member of the Audit Committee
Member of the Risk Management Committee
Key Management Personnel
Name
Paul Tyler
Lidia Valenzuela
Luke Oxenham
Position
Chief Executive Officer (CEO)
Executive Director
Group Chief Financial Officer (resigned 31 August 2021)
Group Chief Financial Officer (appointed 01 September 2021)
Except as noted above or elsewhere in this report, the named persons held their position for the whole financial year.
44
45
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
REMUNERATION
REPORT
2. OVERVIEW OF REMUNERATION GOVERNANCE FRAMEWORK
2.1 REMUNERATION AND NOMINATION COMMITTEE
3. DIRECTOR REMUNERATION
3.1 DIRECTOR REMUNERATION POLICY
The role of the Remuneration and Nomination Committee (“the Committee”)
is to review and make recommendations to the Board on matters relating to:
» Board and Key Management Personnel succession planning;
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 determine 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
» Non-Executive Director fees and the aggregate fee pool;
amount fixed in a general meeting of Superloop. This amount is currently $750,000. Non-Executive Directors
» The Company’s remuneration policy and procedures and other relevant
policies including recruitment, retention and termination policies;
» Key Management Personnel remuneration arrangements, including
the Company’s equity-based incentives;
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 additional remuneration where a Director performs work or services
considered over and above their work in their capacity as a Director of Superloop.
Fees paid to Non-Executive Directors in FY22 were $458,804 (FY21 $340,334).
» The annual assessment of Board and Key Management Personnel performance;
There are no retirement benefit schemes for Directors other than statutory superannuation contributions.
» The assessment of the Board’s skills, size and composition;
3.2 NON-EXECUTIVE DIRECTOR FEES
» The Group’s reporting and disclosure practices in relation to the remuneration
The fees paid to the Directors for the FY22 period are outlined in Section 6.
of Directors and Key Management Personnel; and
» Market practices and trends on remuneration matters.
Further information regarding the Committee’s role, responsibilities and
membership can be found in the Committee’s Charter, which forms part of the
Corporate Governance Charter, a copy of which is available on Superloop’s website
at https://investors.superloop.com/investors.
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 and who may be contemplating dealing
in Superloop’s securities or the securities of entities with whom Superloop may
have dealings.
The current Directors fees per annum including statutory superannuation,
effective 1 July 2022, following an independent review, are:
» Chair
$ 180,000
» Non-Executive Director
$ 100,000
» Committee Chair
$ 20,000
» Committee member
$ 10,000 (per committee)
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
The Trading Policy is designed to ensure that any trading in Superloop’s securities
4.1 KEY MANAGEMENT PERSONNEL REMUNERATION POLICY
is in accordance with the law and accordingly, it prohibits all Directors and Key
Superloop’s Key Management Personnel remuneration policy is designed to be transparent, competitive and
Management Personnel from engaging in hedging arrangements, dealing in
reasonable while strengthening the alignment between performance related remuneration and shareholder
derivatives, or entering into similar arrangements. Any non-compliance with the
returns. Its goal is to ensure the Group can attract and retain key talent while being linked to the achievement
Trading Policy will be regarded as an act of serious misconduct.
of the Group’s strategic and business objectives.
The Trading Policy is available on Superloop’s website at
The policy includes at-risk short term and long term incentives with direct links between remuneration
https://investors.superloop.com/investors.
and performance (both Company and individual) that is ultimately aligned to shareholder interest.
Key Management Personnel remuneration packages consist of three key components:
» Fixed remuneration being base salary inclusive of superannuation, non-monetary benefits
and any applicable fringe benefits tax;
» Short term incentives (STI) that provide a reward for performance against annual performance targets; and
» Long term incentives (LTI) that provide a securities-based reward for performance against indicators
of long-term shareholder value creation, vesting over a three to four year period.
46
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
REMUNERATION
REPORT
The following considerations are taken into account when formulating Key
Management Personnel remuneration packages:
» Fixed remuneration is set with reference to market benchmarking and practice;
» Financial targets on which incentives are based are suitably challenging and
must meet a budget and business plan; and
» Remuneration will be managed within a range so as to allow for the recognition
of individual differences such as the calibre of the executive, and competency
with which they fulfil a role.
In addition to the above, the Board has the discretion to award other incentives
related to ad-hoc strategic initiatives where it deems it would represent an
appropriate alignment of executives and the creation of shareholder value.
4.2 SHORT TERM INCENTIVE (STI) POLICY AND PROCEDURE
The short term incentive policy provides incentives for Key Management Personnel
to achieve the Group’s strategic objectives by delivering or exceeding annual
performance targets.
Measurement period and award
The measurement period for achieving annual performance targets is the financial
year to 30 June, with an assessment of performance to be 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 a successful assessment.
For FY22 the CEO was eligible to earn a target of $350,000 in short term incentives,
with some potential for above target outcomes up to 150% of this amount. Other
Key Management Personnel have a target award between 20% and 30% of their
annual fixed remuneration.
Performance metrics and weightings
Cessation of employment
If a Key Management Personnel’s employment terminates prior to the end of the measurement period, all
incentives will be forfeited unless otherwise determined by the Board.
Short term incentive outcomes for FY22
The table below contains the value of accruals for the Short Term Incentives (excluding transaction bonus)
related to the FY22 year.
Name
Paul Tyler
Luke Oxenham
Fixed
Remuneration
$750,000
$400,000
Target
Incentive
$350,000
$87,500
Accrued
Incentive
$367,500
$84,000
No Short term incentive was accrued or paid to the outgoing CFO, Lidia Valenzuela.
4.3 LONG TERM INCENTIVE (LTI) POLICY AND PROCEDURE
The purpose of the long term incentive policy is to align Key Management Personnel 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 the Company’s two LTI 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.
Measurement period and award
The measurement period for long-term incentives is either three or four financial years, 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 Executive Directors, incentives
may be awarded in cash. Other Key Management Personnel can be awarded LTIs of up to 40% of their annual
Assessment of performance for the CEO and CFO is against financial
fixed remuneration.
metrics including:
» Underlying EBITDA (40%);
» Revenue (25%);
» Synergies from strategic deals (25%); and
» People Engagement (10%)
Performance metrics and weightings
Vesting of current long term incentives for the CEO is dependent upon satisfaction of specific KPIs that had
to be met in respect to relevant financial targets set. Vesting for current long term incentives for other KMP is
based on tenure and ongoing employment at the relevant vesting date. The long term incentive structure is
considered appropriate as it aligns Key Management Personnel with generating long term shareholder value
and acts as an inducement to retain Key Management Personnel.
The short term incentive structure is considered appropriate during the
Cessation of employment
Company’s current phase of growth. Key Management Personnel are motivated
to generate operating profits and cash flow while meeting required outcomes
in service delivery and operating efficiency and delivering on strategic projects
which will generate long term shareholder value. The policy also allows for
incentives to be paid for achieving specific strategic objectives or for specific
outstanding performance.
If a Key Management Personnel’s employment terminates prior to the end of the measurement period,
all unvested entitlements will be forfeited unless otherwise determined by the Board.
48
49
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES REMUNERATION
REPORT
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 (Plan) and grant Performance Rights to Eligible Participants
in accordance with the Listing Rules and on the terms and conditions summarised
in the Plan.
Participants may accept, any conditions to be satisfied before exercise, the option expiry date (as determined
by the Board) and the exercise year for the options.
Where employment or consultancy ends on or before an Exercise Date, the options will lapse. In the case where
the employment ends as a result of death or disability, the Options will lapse 90 days after the date of death
or disability. Except in the event of death or disability, when employment ends during an Exercise Period the
Expiry Date will be adjusted by up to 60 days.
The Board may offer any number of Performance Rights to an Eligible Participant
on the terms the Board decides, subject to the Plan rules and any applicable law
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.
or the Listing Rules. An offer is required to set out details such as the total number
During the year to 30 June 2022, 684,250 options were issued to the Key Management Personnel under the
of Performance Rights being offered, the vesting date and vesting conditions, any
Executive Option Plan and at the date of this report there were a total of 4,684,250 options on issue to the
disposal restrictions, and other terms attached to the Performance Rights.
named Key Management Personnel under the Executive Options Plan.
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,
5. EMPLOYMENT TERMS FOR KEY MANAGEMENT PERSONNEL
the Participant will be issued Superloop Shares, unless the Company decides to
5.1 DIRECTORS
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.
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.
Performance Rights are subject to the terms and conditions as set out in the
Employee Rights Plan. The holders of the Performance 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 for the rights to vest.
As at 30 June 2022, there were nil Performance Rights on issue (FY21: 115,000).
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.
5.2 EXECUTIVE DIRECTORS
Chief Executive Officer
Mr Tyler entered into an Employment Agreement with Superloop which commenced on 1 October 2020.
The term is ongoing until terminated by Superloop or the employee. During the first twelve months of
employment, either party could terminate the agreement by providing three months written notice.
Executive Option Plan
Following this, the notice period is increased to six months.
At a General Meeting of shareholders held on 21 June 2016, shareholders approved
Employment may be terminated immediately for serious misconduct.
an Executive Option Plan.
The Board may designate a Director, Employee or Consultant as an Eligible
Participant for the purposes of the Executive Option Plan. The Directors
of Superloop believe an Executive Option Plan is an important part of a
comprehensive remuneration strategy. The grant of options to participants
Mr Tyler can be restrained from working for a competing business for a period of six months following
termination of employment. An amount equal to one months’ salary including superannuation must
be paid for each month during the restraint period.
5.3 KEY MANAGEMENT PERSONNEL
under the Executive Option Plan further aligns the interests of the Company’s
Remuneration and other terms of employment for Key Management Personnel are formalised in employment
Key Management Personnel and Management and shareholders and helps
agreements. Key terms of those employment agreements for Key Management Personnel are as follows:
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
Name
Duration
of Contract
Notice
Period
Termination
Payments(1)
terms and conditions set out in the Executive Option Plan. The Board has absolute
discretion to determine appropriate procedures for the administration of the
Executive Option Plan 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
Luke Oxenham(1)
No fixed term
3 months
3 months
(1) Base salary payable if the Company terminates the Executive without notice or without cause.
50
51
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES 6. REMUNERATION
The tables below outline the remuneration received by Key Management Personnel during the year.
This information is disclosed in accordance with the Corporations Act 2001 and the Australian
Key Management Personnel
Fees and remuneration received by Key Management Personnel:
Accounting Standards.
Directors
Fees and remuneration received by the Directors:
Short-term
employee benefits
Post
employment
benefit
Long-term
employee benefits
Salary /
Fees
$
STI
$
Transaction
Bonus(4)
Other
benefits(5)
$
$
Total
$
Super-
annuation
$
LTI
$
Long
Service
Leave
Total
Remuneration
Package (TRP)
% of TRP
linked to
performance
$
$
%
Executive Directors
Paul Tyler
2022 726,432 367,500 360,000
- 1,453,932
23,568 174,278
2021
606,921
Non-Executive Directors
Peter O'Connell(1) 2022
90,559
2021
-
Tony Clark
2022
63,927
2021
63,927
Vivian Stewart
2022
82,192
2021
82,192
Stephanie Lai
2022
82,192
2021
78,387
Drew Kelton
2022
82,500
2021
376,233
Non-Executive Directors
Bevan Slattery(2)
2022
18,265
2021
54,795
Greg Baynton(3)
2022
-
2021
34,500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
606,921
18,078 137,063
-
-
-
-
90,559
9,056
-
63,927
63,927
-
6,393
6,073
18,182
100,374
10,037
-
82,192
7,808
36,364
118,556
11,856
-
-
78,387
7,447
82,500
-
35,308
411,541
1 6,271
-
-
-
-
18,265
54,795
-
34,500
1,827
5,205
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
TOTAL - 2022
2022 1,146,067 367,500 360,000
54,546 1,928,113
62,737 174,278
TOTAL - 2021
2021 1,296,955
-
-
35,308 1,332,263
60,882 137,063
(1) Peter O’Connell commenced with Superloop on 2 November 2021 as Non-Executive Director.
(2) Bevan Slattery ceased as Non-Executive Director on 28 October 2021.
(3) Greg Baynton ceased as Non-Executive Director on 18 November 2020.
(4) During FY22 the Group paid a Transaction Bonus to the CEO on the successful completion of the Exetel Acquisition.
(5) Additional fees paid for performing work considered over & above in the capacity of Director.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,651,778
32.80%
762,062
99,615
-
70,320
70,000
110,411
90,000
130,412
85,834
82,500
427,811
20,092
60,000
-
34,500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,165,128
25.02%
1,530,208
8.96%
Short-term
employee benefits
Post
employment
benefit
Long-term
employee benefits
Salary /
Fees
$
STI
$
Transaction
Bonus(4)
Other
Benefits(5)
Total
Super-
annuation
$
$
$
$
Long
Service
Leave
Total
Remuneration
Package (TRP)
% of TRP
linked to
performance
$
$
%
LTI
$
Key Management Personnel
Luke Oxenham(1) 2022 345,059 84,000
2021
-
Former Key Management Personnel
Lidia
Valenzuela(2)
2022
81,608
2021
321,221
Adrian Martin(3)(4) 2022
-
2021
119,377
Paul Smith
2022
-
2021
277,302
Dean Tognella(3)
2022
-
2021
275,512
Mehul Dave(3)
2022
-
2021
124,294
-
-
-
-
-
-
-
-
-
-
-
TOTAL - 2022
2022 426,667 84,000
TOTAL - 2021
2021
1,117,706
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
495 429,554
21,604
35,631
-
-
-
-
38,199
119,807
5,892
7,089
328,310
21,694
13,726
-
-
-
-
216,450 335,827
2,177
4,250
-
-
-
-
999
278,301
21,694
12,530
-
-
-
-
-
-
-
275,512
18,079
34,471
-
-
-
124,294
9,039
8,273
38,694
549,361
27,496
35,631
224,538 1,342,244
72,683
73,250
-
-
-
-
-
-
-
-
-
-
-
-
-
-
486,789
24.58%
-
125,699
-
-
363,730
3.77%
-
-
342,254
1.24%
-
-
312,525
4.01%
-
-
328,062
10.51%
-
-
141,606
5.84%
612,488
19.53%
1,488,177
4.92%
(1) Luke Oxenham commenced as Group Chief Financial Officer on 1 September 2021.
(2) Lidia Valenzuela resigned as Group Chief Financial Officer on 31 August 2021. Other amount includes termination payment.
(3) No longer KMP from FY22 per the assessment of Executives which is defined as responsibility for planning, directing and
controlling the activities of the Group.
(4) Adrian Martin ceased as Group Executive, Wholesale on 01 October 2021.
(5) Includes the net movement of annual leave entitlement balance, commission, or termination payments if applicable
52
53
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES REMUNERATION
REPORT
7. PERFORMANCE OUTCOMES
9. SUMMARY OF OPTIONS HELD BY KEY MANAGEMENT PERSONNEL
The following table outlines the performance of the Company over the 2022 financial
The table below outlines the movement in options held by Key Management Personnel during the year:
year and the previous periods. Since listing on the Australian Securities Exchange
with an initial share price of $1.00 in June 2015, Superloop Limited’s share price was
0.72 at 30 June 2022.
Year ended
30 June
2022
$
2021
$
2020
$
2019
$
2018
$
2017
$
Net profit / (loss)
$(61,532,388) $(31,963,930) $(41,087,857) $(72,057,460)
$1,315,981
$(1,239,792)
Dividends declared*
-
-
-
-
-
0.01
Share price at start of year
$0.93
$0.99
$1.54
$2.52
$2.56
$2.35
Share price at end of year
$0.72
$0.93
$0.99
$1.54
$2.52
$2.56
* Dividend was declared in FY17 but paid in FY18.
During the year, there were no Performance Rights issued to Key Management
Personnel in accordance with the Employee Rights Plan.
8. SUMMARY OF SHARES HELD BY KEY MANAGEMENT PERSONNEL
The table below outlines the movement in shareholdings by Key Management
Personnel from 1 July 2021 to 30 June 2022.
Opening
Received
balance
as part of
Other
Closing
balance
1 July 2021
remuneration
Additions
Disposals
movements(1)
30 June 2022
Opening
balance
Received
as part of
Closing
Other
balance
Vested and
Vested
during
1 July 2021
remuneration
Exercised
movements
30 June 2022
exercisable
the year
Key Management Personnel
Paul Tyler(1)
4,000,000
334,250
Luke Oxenham
-
350,000
Total
4,000,000
684,250
Key Management Personnel
Lidia Valenzuela(2)(4)
Adrian Martin(2)(5)
Dean Tognella(3)
Mehul Dave(3)
Paul Smith(3)
Total
240,271
61,650
500,000
120,000
222,924
1,144,845
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,334,250
1,000,000
1,000,000
350,000
-
-
4,684,250
1,000,000
1,000,000
(240,271)
(61,650)
(500,000)
(120,000)
(222,924)
(1,144,845)
-
-
-
-
-
-
-
-
-
-
-
-
(1) Includes Options issued on 18 November 2020.
(2) Individual was not a KMP as at 30 June 2022 and their options were forfeited.
(3) No longer KMP from FY22 per the assessment of Executives which is defined as responsibility for planning,
directing and controlling the activities of the Group.
(4) Lidia resigned as Group Chief Financial Officer on 31 August 2021. Other amount includes termination payment.
(5) Adrian Martin ceased as Group Executive, Wholesale on 01 October 2021.
Directors
Bevan Slattery(1) 64,332,074
Drew Kelton
114,993
Tony Clark
566,079
Vivian Stewart
599,243
Stephanie Lai
109,243
Paul Tyler
110,241
Total
65,831,873
(1)Individual was not a KMP as at 30 June 2022
-
-
-
-
-
-
-
-
-
-
-
148,000
120,700
268,700
-
-
-
-
-
-
-
(64,332,074)
-
10. SUMMARY OF PERFORMANCE RIGHTS HELD BY KEY MANAGEMENT PERSONNEL
No Performance Rights were held by Key Management Personnel during the year.
-
-
-
-
-
114,993
566,079
599,243
257,243
230,941
(64,332,074)
1,768,499
The Company’s Securities Trading Policy is designed to ensure that any trading in
Superloop’s securities is in accordance with the law and it prohibits all Directors and
Key Management Personnel from engaging in hedging arrangements, dealing in
derivatives or entering into similar arrangements.
54
-
-
-
-
-
-
55
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES 11. SHARES UNDER OPTION OR PERFORMANCE RIGHTS
12. OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Details of unissued shares or interest under Option for all staff including KMP at the date of this report are:
There were no other transactions with Key Management Personnel not otherwise disclosed in the report.
Date of issue
24 June 2022
24 June 2022
24 June 2022
24 June 2022
20 December 2021
20 December 2021
20 December 2021
20 December 2021
10 November 2021
10 November 2021
10 November 2021
10 November 2021
1 September 2021
1 September 2021
1 September 2021
1 September 2021
18 November 2020
18 November 2020
18 November 2020
18 November 2020
1 September 2020
1 September 2020
1 September 2020
1 September 2020
1 September 2020
12 February 2020
12 February 2020
12 February 2020
12 February 2020
24 August 2018
24 August 2018
24 August 2018
Number of shares
under Option
Class of
shares
Exercise price
of option
Vesting
date
Expiry date
of options
75,000
75,000
75,000
75,000
25,000
25,000
25,000
25,000
12,500
12,500
12,500
12,500
515,014
515,014
515,014
515,014
1,000,000
1,000,000
1,000,000
1,000,000
450,000
211,393
211,393
211,393
211,393
64,356
64,356
64,356
64,356
105,000
105,000
105,000
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
Ordinary
Ordinary
$0.92
$1.00
$1.08
$1.17
24 June 2023
24 June 2027
24 June 2024
24 June 2027
24 June 2025
24 June 2027
24 June 2026
24 June 2027
$0.98
20 December 2022
20 December 2026
$0.98
20 December 2023
20 December 2026
$0.98
20 December 2024
20 December 2026
$0.98
20 December 2025
20 December 2026
$0.98
10 November 2022
10 November 2026
$0.98
10 November 2023
10 November 2026
$0.98
10 November 2024
10 November 2026
$0.98
10 November 2025
10 November 2026
$0.98
1 September 2022
1 September 2026
$0.98
1 September 2023
1 September 2026
$0.98
1 September 2024
1 September 2026
$0.98
1 September 2025
1 September 2026
$1.11
$1.22
$1.34
1 October 2022
1 October 2023
1 October 2023
1 October 2024
1 October 2024
1 October 2025
$1.47
31 December 2020
21 December 2023
$1.25
1 September 2021
1 September 2022
$1.26
1 September 2021
1 September 2025
$1.39
1 September 2022
1 September 2025
$1.53
1 September 2023
1 September 2025
$1.68
1 September 2024
1 September 2025
$1.11
1 September 2020
1 September 2025
$1.22
1 September 2021
1 September 2025
$1.34
1 September 2022
1 September 2025
$1.47
1 September 2023
1 September 2025
$2.00
15 September 2018
15 September 2022
$2.00
15 September 2019
15 September 2022
$2.00
15 September 2020
15 September 2022
No options expired during the year. At the date of this report there were 8,378,052 Options on issue.
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.
Performance Rights are subject to the terms and conditions as set out in the Employee Rights Plan.
The holders of the Performance 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 for the rights to vest.
56
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
Paul Tyler
Chief Executive Officer & Director
26 August 2022
57
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES Auditor’s Independence
Declaration
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 23, Riverside Centre
123 Eagle Street
Brisbane, QLD, 4000
Australia
Phone: +61 7 3308 7000
www.deloitte.com.au
The Board of Directors
Superloop Limited
Level 1, 545 Queen Street
Brisbane QLD 4000
26 August 2022
Dear Directors
Auditor’s Independence Declaration to Superloop Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the
following declaration of independence to the directors of Superloop Limited.
As lead audit partner for the audit of the financial report of Superloop Limited for the year
ended 30 June 2022, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
» The auditor independence requirements of the Corporations Act 2001 in relation
to the audit; and
» Any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Tendai Mkwananzi
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte Organisation.
Financial Report
30 June 2022
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 1, 545 Queen 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 22,
which is not part of these financial statements.
The financial statements were authorised for
issue by the Directors on 26 August 2022.
The Directors have the power to amend and
reissue the financial statements.
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated
Financial Report
62
63
64
65
66
FINANCIAL
REPORT
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2022
Consolidated Statement of Financial Position
As at 30 June 2022
30 June 2022
$'000
Note
30 June 2021
Restated(1)
$'000
Note
30 June 2022
$'000
30 June 2021
$'000
Continuing operations
Revenue
Other income
Total revenue and other income
Direct costs
Employee benefits expense
Share based payments expense
Professional fees
Marketing costs
Administrative and other expenses
Transaction costs
Total expenses
Earnings before interest, tax, depreciation, amortisation
and foreign exchange gains / losses (EBITDA)
Depreciation and amortisation expense
Impairment expense
Interest expense
Foreign exchange (losses) / gains
Loss before income tax
Income tax expense
Loss for the year from continuing operations
Discontinued operations
5
5
27
13
6
7
8
248,212
95,684
1,519
249,731
(168,191)
(40,127)
(381)
(2,310)
(8,256)
(10,325)
(7,483)
198
95,882
(53,039)
(22,221)
(447)
(2,511)
(1,258)
(4,436)
(551)
(237,073)
(84,463)
12,658
11,419
(44,397)
(25,057)
(3,964)
(639)
(37,794)
-
(3,169)
6,032
(61,399)
(23,512)
(133)
(93)
(61,532)
(23,605)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
Assets held for sale
Total Current Assets
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
Other non-current assets
Deferred tax assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Employee benefits
Deferred revenue
Profit / (loss) for the year from discontinued operations
26
8,906
(8,359)
Interest-bearing loans and borrowings
Loss for the year after tax attributable to the owners
of Superloop Limited
(52,626)
(31,964)
Total Current Liabilities
Other comprehensive income / (loss), net of income tax
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising from translation of foreign operations
Fair value gain / (loss) arising on hedging instruments
during the period
Total other comprehensive income / (loss), net of income tax
Total comprehensive loss for the year attributable to
the owners of Superloop Limited
Loss per share for loss attributable to the ordinary
equity holders of the Group:
From continuing operations
Note
Basic loss per share
Diluted loss per share
From continuing and discontinued operations
Basic loss per share
Diluted loss per share
32
32
32
32
(1)The comparative information is restated on account of discontinued operations (Note 26).
3,611
-
3,611
(7,363)
(532)
(7,895)
(49,015)
(39,859)
Cents
(12.76)
(12.76)
(10.91)
(10.91)
Cents
(6.40)
(6.40)
(8.66)
(8.66)
NON-CURRENT LIABILITIES
Employee benefits
Deferred revenue
Interest-bearing loans and borrowings
Deferred tax liabilities
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Other equity
Accumulated losses
TOTAL EQUITY
9
10
11
12
13
11
14
15
17
18
16
17
18
16
14
19
20
83,133
22,119
11,862
117,114
989
118,103
127,271
302,471
5,826
-
435,568
553,671
43,060
4,833
5,037
4,812
57,742
525
16,364
53,219
9,606
79,714
137,456
416,215
623,967
4,317
(3,327)
(208,742)
416,215
89,724
14,823
6,363
110,910
-
110,910
219,397
223,584
1,020
7,102
451,103
562,013
18,165
2,345
4,437
4,449
29,396
773
34,886
62,556
2,593
100,808
130,204
431,809
590,927
325
(3,327)
(156,116)
431,809
62
The notes following the financial statements form part of the financial report.
The notes following the financial statements form part of the financial report.
63
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
FINANCIAL
REPORT
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Contributed
equity
Reserves
Other
equity
Accumulated
losses
Total
equity
Note
30 June 2022
$'000
30 June 2021
$'000
For the year ended
30 June 2022
$'000
$'000
$'000
(Note 20)
(Note 1C (ii))
$'000
$'000
OPERATING ACTIVITIES
Receipts from customers
(3,327)
(156,116)
431,809
Payments to suppliers and employees
(52,626)
(52,626)
Transaction costs
Balance at 1 July 2021
590,927
Loss for the year
Reserves write-back on
Hong Kong disposal
Other comprehensive
income for the year
Total comprehensive
income / (loss) for the year
Dividends paid
Share based payments
Issue of ordinary
share capital
Share issue costs
-
-
-
-
-
-
34,297
(1,257)
325
-
2,797
814
3,611
-
381
-
-
-
-
-
-
-
-
-
-
-
-
2,797
814
(52,626)
(49,015)
-
-
-
-
-
381
34,297
(1,257)
Balance at 30 June 2022
623,967
4,317
(3,327)
(208,742)
416,215
Contributed
equity
Reserves
Other
equity
Accumulated
losses
Total
equity
Income taxes (paid) / received (1)
Net cash (outflow) / inflow f rom operating activities
29
INVESTING ACTIVITIES
Acquisition of subsidiary
Net proceeds from disposal of subsidiary
and select SG assets
Interest received
Payments for property, plant and equipment
Payments for intangible assets
Proceeds received for sale of PPE & intangible assets
Deferred consideration payments
Net cash inflow / (outflow) f rom investing activities
26
For the year ended
30 June 2021
$'000
$'000
FINANCING ACTIVITIES
$'000
(Note 20)
(Note 1C (ii))
$'000
$'000
Proceeds f rom issues of shares
Balance at 1 July 2020
514,505
7,773
(3,327)
(124,152)
394,799
Transaction costs paid in relation to issue of shares
(31,964)
(31,964)
Share based payment
-
(7,895)
Lease payments
Loss for the year
Other comprehensive
loss for the year
Total comprehensive
income / (loss) for the year
Dividends paid
Share based payments
Issue of ordinary
share capital
Share issue costs
Balance at 30 June 2021
-
-
-
-
-
78,816
(2,394)
590,927
-
(7,895)
(7,895)
-
447
-
-
-
-
-
-
-
-
-
(31,964)
(39,859)
-
-
-
-
-
447
78,816
(2,394)
325
(3,327)
(156,116)
431,809
Proceeds from borrowings (net of fees)
Repayment of borrowings
Interest paid
Net cash (outflow) / inflow f rom financing activities
Net (decrease) / increase in cash and
cash equivalents held
Cash and cash equivalents at the beginning of the year
Foreign exchange movement in cash
Cash and cash equivalents at the end of the year
9
9
280,788
(281,378)
(7,483)
(3,399)
(11,472)
(99,783)
125,000
173
(13,477)
(5,519)
996
-
7,390
21,297
(1,257)
-
(4,924)
24,823
(41,386)
(2,536)
(3,983)
(8,065)
89,724
1,474
83,133
117,507
(102,387)
-
-
15,120
-
-
10
(9,635)
(5,135)
100
(500)
(15,160)
78,816
(2,394)
-
(5,636)
62,023
(57,469)
(2,581)
72,759
72,719
17,090
(85)
89,724
(1) Relates to payments made to the Australian Tax Office for income tax payable by Exetel as at the date of acquisition. Refer to Note 25.
64
The notes following the financial statements form part of the financial report.
The notes following the financial statements form part of the financial report.
65
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES Notes to the Consolidated
Financial Report
1. Summary of significant accounting policies
68
2. Application of new and revised accounting standards
3. Critical accounting estimates and judgement
4. Segment information
5. Revenue
6. Interest expense
7. Foreign exchange gains / (losses)
8. Income tax expense
9. Cash and cash equivalents
10. Trade and other receivables
11. Other assets
12. Property, plant and equipment
13. Intangible assets
14. Deferred taxes
15. Trade and other payables
16. Interest-bearing loans and borrowings
17. Employee benefits
18. Deferred revenue
19. Contributed equity
20. Reserves
21. Dividends
22. Key management personnel disclosures
23. Remuneration of auditors
24. Commitments and contingencies
25. Controlled entities acquired
26. Discontinued operations
27. Transaction costs
28. Related party transactions
29. Reconciliation of loss after income tax to
net cash flow from operating activities
30. Non-cash transactions
31. Financial risk management
32. Earnings per share
33. Subsidiaries
34. Events occurring after the reporting period
35. Parent entity financial information
76
77
79
81
81
82
82
83
83
84
85
86
89
90
90
91
92
93
94
94
94
96
97
98
100
101
102
103
104
104
107
108
109
109
NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
1. Summary of signif icant
accounting policies
The principal accounting policies adopted in
the preparation of the consolidated financial
statements are set out below. These policies
have been consistently applied to all the
years presented, unless otherwise stated. The
financial statements are for the consolidated
Group consisting of Superloop Limited and
its subsidiaries. Superloop Limited is a public
company limited by shares, incorporated and
domiciled in Australia.
A. REPORTING YEAR AND
COMPARATIVE INFORMATION
These financial statements cover the period
1 July 2021 to 30 June 2022. The prior year
covers the period 1 July 2020 to 30 June 2021.
Comparative information has been applied
consistently to all periods presented herein.
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 issued by the International
Accounting Standards Board (‘IASB’).
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.
iii. Early adoption of standards issued, but
not effective
The Group has not elected to apply any
pronouncements before their operative date
in the financial year beginning 1 July 2021.
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 financial statements have been prepared
on the basis that the Group is a going concern,
able to realise assets in the ordinary course of
business and settle liabilities as and when they
fall due.
Based on forecast profitability from operating
activities and available funding capacity under
the Group’s debt facilities, 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.
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.
Intercompany 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 other equity 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. The Group elected to update
segment reporting for this financial
year as detailed under Note 4.
E. REVENUE RECOGNITION
Rendering of Services
Superloop earns revenue from
contracts with customers
primarily through the provision of
telecommunications and other related
offerings. Superloop records revenue
from contracts with customers over
time or at a point in time on the
delivery of the promised goods or
services to the customer in an amount
that reflects the consideration to which
the entity expects to be entitled in
exchange for those goods and services.
Revenue is recognised for the major
business activities as follows:
i. Long term capacity revenue
Long term capacity arrangements
(including rights-of-use (‘IRU’)
agreements) provide customers
exclusive access to fibre core capacity
over an agreed contract term. These
arrangements include the initial
provisioning of the fibres, ongoing
availability of capacity and maintenance
of the infrastructure over the contract
term which form part of an integrated
service to the customer and is
considered to be a single performance
obligation. The transaction price is
generally fixed, net of any upfront
discounts given. The customer
receives and consumes the benefit
of the service simultaneously and
revenue is recognised over time,
as the service is performed.
IRU agreements generally require the
customer to make payment upon the
execution of the agreement. In these
cases, the Group receives most or all of
the transaction price at the inception
of the contract, resulting in a contract
liability being recognised upfront and
amortised over the contract term.
Contract liabilities are presented in
the Group’s consolidated statement of
financial position as deferred revenue.
At the inception of each IRU contract,
in determining the transaction price,
Superloop gives consideration to
whether the timing of payments
agreed to by the parties to the contract
provides the customer or the entity
with a significant benefit of financing
the transfer of goods or services to
the customer. Factors considered take
into account the difference, if any,
between the amount of promised
consideration and the cash selling
price of the promised goods or
services, and the combined effect of
the expected length of time between
when Superloop transfers the promised
goods or services to the customer and
when the customer pays for those
goods or services and the prevailing
interest rates in the relevant market. If
a significant financing component is
deemed to exist, the transaction price
is adjusted for the effects of the time
value of money, and for revenue to be
recognised at an amount that reflects
the price that a customer would have
paid if the customer had paid cash for
the goods or services when (or as)
they transfer to the customer
(i.e. the cash selling price).
When the period between transferring
a good or service and the customer
paying for it will be one year or less,
Superloop will adopt the practical
expedient available in AASB 15 not to
adjust the consideration for the effects
of a significant financing component
and applies this policy consistently to
contracts with similar characteristics
and in similar circumstances.
The revenue in relation to long term
capacity arrangements and IRU’s
are all recognised within the
Wholesale segment.
ii. Services
Superloop provides a range of tailored
services to customers. Revenue
associated with these arrangements
is recognised over time as the services
are performed.
iii. Contract Costs
For certain long-term capacity
agreements and managed services
contracts, upfront set-up type activities
are required to be performed for
hardware to be installed to activate
these arrangements. For costs incurred
in fulfilling the contract with the
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customer that are within the scope of another
standard, the Group accounts for those costs
in accordance with those standards (e.g. AASB
116 Property, Plant and Equipment). Where the
costs do not fall within the scope of another
standard, the guidance in AASB 15 is applied
and Superloop defers costs incurred to fulfil
contracts that relate directly to the contract,
are expected to generate resources that will
be used to satisfy Superloop’s performance
obligation under the contract and are
expected to be recovered through revenue
generated under the contract. Contract
fulfilment costs capitalised under AASB 15
are expensed to cost of service as Superloop
satisfies its performance obligations under
each arrangement. Deferred costs are
presented in the Group’s consolidated
statement of financial position as Contract
assets as current and non-current.
iv. Wholesale Aggregation
(Superloop Connect)
The Group’s Wholesale Aggregation
product “Superloop Connect” was launched
in September of 2021 and is an automated
platform that will allow customers to
self-serve SQ and order services to qualified
NBN locations. The intention behind the
platform is to make full use of the Superloop
Network capability and coverage to make
products and services available to customers
through an integrated self service platform.
The Group has determined that under this
contract there are two separate performance
obligations. The first being arranging for the
delivery of Access Virtual Circuit (AVC) services
provided by the NBN, and the second being
the delivery of AGVC services provided by the
Group on its owned Network.
The Group has determined that in relation to
the performance obligation of arranging the
AVC services for customers on the Superloop
Connect product, it is acting as an agent.
Consequently, in relation to the AVC services it
arranges, the Group only recognises revenue
in the amount of any fee or commission to
which it expects to be entitled in exchange for
arranging for the specified goods or services
to be provided by the NBN.
The Group has determined that for the
delivery obligation of the AGVC services, it is
acting as principal and as such will account for
the revenue of these services over time.
Sale of Goods
i. Hardware and software sales
Superloop sells certain hardware and
software products to customers, including
installation services as an integrated offering
with the respective hardware or software
products. Revenue in relation to hardware is
recognised on delivery at the point in time
when the customer obtains control of the
goods. Software products are provided to the
customer on-premises with a right-to-use
the software as it exists when made available
to the customer, generally with no further
service obligation once the product has
been installed. Revenue from distinct
on-premises licenses with no further service
obligation is recognised upfront at the point
in time when the software is made available
to the customer.
There are some software products which
require minor ongoing maintenance and
software upgrades that do not significantly
modify the form or function of the software
and are therefore accounted for as a
performance obligation distinct from the
installed software. The stand-alone selling
price of the ongoing maintenance and
software updates has been determined using
a residual approach, by reference to the
total transaction price less the sum of the
observable stand-alone selling price of the
installed software (using an expected cost plus
margin approach). Revenue associated with
the ongoing service obligation is recognised
over the term of the contract.
ii. Other Revenue
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. Interest income
on impaired loans is recognised using the
original effective interest rate.
Research & Development Rebate - The Group
applies AASB 120 Accounting for Government
Grants and Disclosure of Government
Assistance in accounting for the Research
& Development (R&D) Tax Offset. 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.
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, less any
loss allowances. 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.
The Group recognises lifetime expected
credit losses (ECL) for trade receivables.
The expected credit losses on these
financial assets are estimated using a
provision matrix based on the Group’s
historical credit loss experience,
adjusted for factors that are specific
to the debtors, general economic
conditions and an assessment of both
the current as well as the forecast
direction of conditions at the reporting
date, including time value of money
where appropriate.
The amount of the allowance for
expected credit loss is recognised in
the Consolidated Statement of Profit
or Loss and Other Comprehensive
Income within administrative expenses.
When a trade receivable for which
an allowance had been recognised
becomes uncollectible, 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 Profit or Loss and
Other 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 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, unless the consumption
based tax incurred is not 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.
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 payable to the
taxation authority, are presented as
operating cash flows.
I. INCOME TAX
The income tax expense or benefit
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 balance sheet 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.
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Deferred tax relating to items recognised
outside profit or loss is recognised outside
profit or loss. Deferred tax items are
recognised in correlation to the underlying
transaction either in other comprehensive
income or directly in equity.
J. PROPERTY, PLANT
AND EQUIPMENT
Property, plant and equipment is stated
at historical cost less depreciation and any
impairment identified. 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 Profit or Loss and Other 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:
Category
Network assets
Useful Life
3-25 years
Communication assets
3-5 years
Other assets
3-10 years
Leasehold Improvements
3-10 years
The assets' residual values and useful lives are
reviewed, and adjusted if appropriate, at the
end of each reporting period.
An asset's carrying amount is written down
immediately to its recoverable amount if
the asset's carrying amount is greater than
its estimated recoverable amount. Gains
and losses on disposals are determined by
comparing proceeds with carrying amount.
These are included in the Consolidated
Statement of Profit or Loss and Other
Comprehensive Income.
K. ASSETS IN THE COURSE
OF CONSTRUCTION
Assets in the course of construction are
shown at historical cost. Historical cost
includes directly attributable expenditure on
telecommunications infrastructure which
at reporting date, has not yet been finalised
and/or ready for use. Assets in the course of
construction are not depreciated.
Assets in the course of construction are
transferred to property, plant and equipment
upon successful testing and commissioning.
L. 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
Useful Life
Rights and licenses
3-15 years
Software
3-5 years
Customer acquisition costs
3-8 years
Customer relationships,
brands & trademarks
3-10 years
Intangible assets with finite useful lives are
assessed for impairment whenever there is an
indication that the intangible asset may be
impaired. The useful life and the amortisation
method for an intangible asset with a finite
useful life are reviewed at least 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
useful life 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 and valued
at its amortised replacement cost or
discounted future earnings. Software is
amortised on a straight-line basis over
the period of its expected benefit.
Spectrum licenses
Spectrum licence assets acquired as
part of a business combination are
measured at their fair value at the date
of acquisition. 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.
Customer relationships,
brands & trademarks
Customer relationships have
been valued on acquisition using a
multi-period excess earnings approach.
The fair value is calculated using an
income based technique to forecast
expected earnings and discount the
expected cash flows.
Customer brands (including
trademarks) are valued using the relief
from royalty method utilising evidence
based median royalty rates from
comparable assets.
Other intangibles
Other intangibles are amortised on a
straight-line basis over the period of
their expected benefit.
M. LEASES
When the Group leases an asset, a
‘right-of-use asset’ is recognised for
the leased item and a lease liability is
recognised for any lease payments due
at the lease commencement date. The
right-of-use asset is initially measured
at cost, being the present value of
the lease payments paid or payable,
plus any initial direct costs incurred in
entering the lease and less any lease
incentives received.
Right-of-use assets are depreciated
on a straight-line basis from the
commencement date to the end of
the lease term. The lease term is the
non-cancellable period of the lease
plus any periods for which the Group
is ‘reasonably certain’ to exercise any
extension options.
Lease liabilities are initially measured
at the value of the lease payments that
are not paid at the commencement
date and are discounted using the
incremental borrowing rates of the
applicable Group entity (the rate
implicit in the lease is used if it is
readily determinable). Only fixed lease
payments for the term of the lease are
included in the lease liability.
After initial recognition, the lease
liability is recorded at amortised cost
using the effective interest method. It
is remeasured when there is a change
in future lease payments arising from
a change in an index or rate (e.g. an
inflation related increase) or if the
Group's assessment of the lease term
changes; any change in the lease
liability as a result of these changes also
results in a corresponding change in
the recorded right-of-use asset.
N. IMPAIRMENT OF ASSETS
Intangible assets that have an
indefinite useful life are not subject
to amortisation and are tested
annually for impairment, or more
frequently if events or changes in
circumstances indicate that they
might be impaired. Other 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 reassessed
for indications that an impairment
loss previously recognised may no
longer exist. An impairment loss
recognised for Goodwill is not
reversed in subsequent periods.
O. 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.
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NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
P. BORROWINGS
Borrowing costs directly attributable to
the acquisition, construction or production
of qualifying assets, which are assets that
necessarily take a substantial period of time
to get ready for their intended use or sale, are
added to the cost of those assets, until such
time as the assets are substantially ready
for their intended use or sale. To the extent
that variable rate borrowings are used to
finance a qualifying asset and are hedged in
an effective cash flow hedge of interest rate
risk, the effective portion of the derivative
is recognised in Consolidated Statement
of Profit or Loss and Other Comprehensive
Income and reclassified to profit or loss when
the qualifying asset affects profit or loss. To
the extent that fixed rate borrowings are used
to finance a qualifying asset and are hedged
in an effective fair value hedge of interest rate
risk, the capitalised borrowing costs reflect
the hedged interest rate. Investment income
earned on the temporary investment of
specific borrowings pending their expenditure
on qualifying assets is deducted from the
borrowing costs eligible for capitalisation.
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 Profit or Loss and
Other 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.
Q. EMPLOYEE BENEFITS
ii. 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 the provision for
employee benefits. In June 2020 the Group
met the eligibility requirements to receive
the Government JobKeeper allowance, this
allowance has been offset against employee
benefits expense and for the period ended 30
June 2021 the total amount included in the
Consolidated Statement of Profit or Loss and
other Comprehensive Income was $2.5 million.
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 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.
R. 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.
S. FOREIGN EXCHANGE
The financial statements are presented
in Australian dollars, which is the Group’s
presentation currency.
i. 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.
ii. Foreign operations
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 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.
On the disposal of a foreign operation
(i.e. a disposal of the Group’s entire
interest in a foreign operation, or a
disposal involving loss of control over
a subsidiary that includes a foreign
operation or a partial disposal of an
interest in a joint arrangement or
an associate that includes a foreign
operation of which the retained interest
becomes a financial asset), all of the
exchange differences accumulated in a
foreign exchange translation reserve in
respect of that operation attributable
to the owners of the Company are
reclassified to profit or loss.
In addition, in relation to a partial
disposal of a subsidiary that includes a
foreign operation that does not result
in the Group losing control over the
subsidiary, the proportionate share of
accumulated exchange differences
are re-attributed to non-controlling
interests and are not recognised in
profit or loss. For all other partial
disposals (i.e. partial disposals of
associates or joint arrangements
that do not result in the Group losing
significant influence or joint control),
the proportionate share of the
accumulated exchange differences is
reclassified to profit or loss.
Goodwill and fair value adjustments
arising on the acquisition of a foreign
entity are treated as assets and
liabilities of the foreign entity and
translated at the closing rate. Exchange
differences arising are recognised in
other comprehensive income.
T. 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
bonus elements in ordinary shares
issued during the year (Note 32).
i. 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.
U. 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 thousand dollars, unless
otherwise indicated.
V. HEDGING
Hedging of risk exposure can be
carried out using derivatives or physical
instruments. Derivatives are 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.
W. 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.
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.
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.
X. PARENT ENTITY
FINANCIAL INFORMATION
The financial information for the parent
entity, Superloop Limited, disclosed in
Note 35 has been prepared on the same
basis as the consolidated financial
statements.
74
75
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
2. Application of new and
revised accounting standards
3. Critical accounting
estimates and judgement
At the date of the financial statements, the Group has not applied the following new and revised
Australian Accounting Standards, Interpretations and amendments that have been issued but
are not yet effective:
Standard/amendment
Effective for annual
reporting periods
beginning on or after
AASB 17 Insurance Contracts and AASB 2020-5 Amendments to
Australian Accounting Standards – Insurance Contracts
1 January 2023
AASB 2014-10 Amendments to AASB 2014-10 Amendments
to Australian Accounting Standards – Sale or Contribution of
Assets between an Investor and its Associate or Joint Venture,
AASB 2015-10 Amendments to Australian Accounting Standards
– Effective Date of Amendments to AASB 10 and AASB 128,
AASB 2017-5 Amendments to Australian Accounting Standards
– Effective Date of Amendments to AASB 10 and AASB 128 and
Editorial Corrections, AASB 2021-7 Amendments to Australian
Accounting Standards – Effective Date of Amendments to AASB
10 and AASB 128 and Editorial Corrections
AASB 2020-1 Amendments to Australian Accounting Standards
– Classification of Liabilities as Current or
Non-current and AASB 2020-6 Amendments to Australian
Accounting Standards – Classification of Liabilities as Current
or Non-current – Deferral of Effective Date
AASB 2020-3 Amendments to Australian Accounting
Standards – Annual Improvements 2018-2020 and
Other Amendments
AASB 2021-2 Amendments to Australian Accounting Standards
– Disclosure of Accounting Policies and Definition of Accounting
Estimates
AASB 2021-5 Amendments to Australian Accounting Standards
– Deferred Tax related to Assets and Liabilities arising from a
Single Transaction
AASB 2022-1 Amendments to Australian Accounting Standards
– Initial Application of AASB 17 and AASB 9
– Comparative Information
1 January 2025
1 January 2023
1 June 2022
1 January 2023
1 January 2023
1 January 2023
Management has evaluated the impact of the above Standards on the financial statements and
have determined that there will be no impact on the initial application of the above Standards.
76
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 accompanying 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.
i. Impairment Testing
In assessing impairment of Goodwill, other
tangible and indefinite life intangible assets,
in accordance with accounting policy
outlined in Note 13, 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 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 13.
The identification of cash generating units
(“CGU”) is an area of significant judgement,
given the interdependence of the services and
offerings. During the year the Group revised
the CGU’s to Consumer, Business
and Wholesale.
With the change to the CGU’s and
reporting segments, in order to complete
the impairment testing analysis, it is also
necessary to re-allocate shared COGS, Network
assets and intangible assets to the new CGU’s.
AASB 136 Impairment of Assets
acknowledges that some or all of the COGS,
Assets and Goodwill may not be readily
assignable to a specific CGU. In this case the
Standard provides that those items may be
allocated to the CGUs on a ‘reasonable and
consistent basis.’
The allocation framework adopted by the
Group in conducting the impairment testing
in FY22 is:
a. Segment Specific – Where costs, assets or
Goodwill can be separately identified and
allocated specifically to a CGU, they will be
allocated to that CGU.
b. Shared Costs, Assets and Goodwill – In
relation to costs, assets or Goodwill that
are not separately identifiable and/or relate
to more than one CGU (i.e., Fibre cable of
fixed wireless towers that carry traffic for
customers in all three segments) COGS
have been allocated on an estimated
network usage and Assets on the basis
of the CGU’s estimated relative value.
During FY22, and as a consequence of
the disposal of the Hong Kong entity and
certain select Singapore Assets, the Group
has derecognised $35.1 million of Goodwill.
The amount of Goodwill that has been
derecognised reflects the relative value
of the discontinued operations.
ii. Deferred tax recoverability
Deferred tax assets are recognised to the
extent that their utilisation is probable.
The utilisation of deferred tax assets will
depend on whether it is possible to generate
sufficient taxable income in the respective
tax type and jurisdiction. Various factors are
used to assess the probability of the future
utilisation of deferred tax assets, including
past operating results, operational plans,
and tax planning strategies.
iii. Revenue recognition
The Group’s construction and other
complex contracts are recognised as and
when performance obligations are met.
Identifying performance obligations,
allocating the transaction price to
performance obligations, and determining
the timing of revenue recognition of
these contracts requires the application
of judgement due to the complexity and
nature of the customer arrangements.
The assumptions made in the estimates
are based on the information available to
Management at the reporting date. A change
in the estimated stage of completion could
have an impact on the timing of the revenue
recognition. Refer to Note 1(E) for further
information on revenue recognition.
77
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
In respect of the Group’s Wholesale
Aggregation product (Superloop Connect).
The Group has determined that in relation to
the performance obligation of arranging the
AVC services for wholesale customers in the
Superloop Connect product, it is acting as an
agent. Consequently, in relation to the AVC
services it arranges, the Group only recognises
revenue in the amount of any fee or
commission to which it expects to be entitled
in exchange for arranging for the specified
goods or services to be provided
by the other party.
iv. Useful life of assets
The economic life of property, plant and
equipment, and intangible assets is a
critical accounting estimate, with the
ranges outlined in Note 1(J) and Note 1(L),
respectively. 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 at least at each reporting period.
Should the actual lives of these component
parts be significantly different this would
impact the depreciation and amortisation
charge recognised.
v. 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.
vi. Business combinations
Accounting for acquisitions is 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 liabilities
acquired, including intangible assets such
as customer relationships, software and
brand name and trademarks identified. 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(J) and 1(L).
Impairment expense (Goodwill)
Interest, FX & other
Loss before income tax
Income tax expense (continuing
operations)
Discontinued operations
Profit for the year from
discontinued operations
Loss after tax attributable
to the owners of Superloop Limited
78
4. Segment information
A. DESCRIPTION OF SEGMENTS
Description of segments
With the recent acquisition of Exetel and in consideration of management’s approach in assessing the performance of the
Group, the operating segments were changed during the period to three “market led” customer segments being Wholesale,
Business and Consumer.
Wholesale
The Wholesale segment is defined by large scale telecommunications, data and technology customers who purchase
various connectivity services to support their core business services, as well as Retail Internet Service Providers who do
not have access to a connectivity network of their own. The products sold in the Wholesale segment include NBN Access,
NBN Enterprise Ethernet, Internet Access & IP Transit, Australian Intercapital Capacity, Dark Fibre, Fixed Wireless Access,
International Ethernet, Wavelength and international (including ‘Indigo’) subsea cable capacity.
Business
The Business segment is defined by small, medium and large corporate customers who purchase connectivity services to
facilitate their core business. The products sold in the Business segment include NBN TC2 and Enterprise Ethernet, Internet
Access, Dark Fibre, Fixed Wireless Access, Third Party Access, Mobile 4G, SD-WAN, Security, VoIP and Managed Wi-Fi.
Consumer
The Consumer segment is defined by customers who purchase basic internet and mobile phone products for domestic
residential use.
The operations of the Group are reported in these segments to Superloop’s Executive Management team (chief operating
decision maker). Items not specifically related to an individual segment are classified as Group Shared Services. 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 EXECUTIVE MANAGEMENT
The segment information provided to Management for the reportable segments is as follows:
Operating Segments for
year ended 30 June 2022
Continuing operations
Revenue and other income
Direct costs
Gross Margin
Operating expenses
Transaction Costs
Marketing costs
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
38,325
(12,806)
25,519
80,522
(55,231)
25,291
130,884
(100,154)
30,730
Depreciation and amortisation
(7,769)
(18,312)
(18,316)
249,731
(168,191)
81,540
(53,143)
(7,483)
(8,256)
(44,397)
(25,057)
(4,603)
(61,399)
(133)
8,906
-
-
8,906
(52,626)
79
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES Operating Segments
as at 30 June 2022
Non-current assets
Property, plant and equipment
Intangible assets excluding Goodwill
(includes indefeasible rights to use)
Goodwill
Total
Wholesale
$'000
Business
$'000
Consumer
$'000
32,513
37,663
55,312
125,488
41,727
38,772
43,794
124,293
53,031
44,724
82,206
179,961
TOTAL
$'000
127,271
121,159
181,312
429,742
Australia represents 98% of revenue for the period from continuing operations on a geographical segment basis, and there is
no reliance on any significant customers.
Operating Segments for
year ended 30 June 2021
Continuing operations
Revenue and other income
Direct costs
Gross Margin
Operating expenses
Transaction Costs
Marketing costs
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
31,727
(10,647)
21,080
29,333
(17,183)
12,150
34,822
(25,209)
9,613
Depreciation and amortisation
(3,876)
(15,220)
(18,698)
Interest, FX & other
Loss before income tax
Income tax expense
(continuing operations)
Discontinued operations
Loss for the year from
discontinued operations
Loss after tax attributable to
the owners of Superloop Limited
Operating Segments
as at 30 June 2021
Non-current assets
Property, plant & equipment
Intangible assets excl. Goodwill
(includes indefeasible rights to use)
Goodwill
Total
80
-
(8,359)
-
-
-
-
Wholesale
$'000
Business
$'000
Consumer
$'000
57,763
20,952
53,444
132,159
78,462
38,368
51,420
168,250
83,172
29,200
30,200
142,572
95,882
(53,039)
42,843
(29,615)
(551)
(1,258)
(37,794)
2,863
(23,512)
(93)
(8,359)
(31,964)
TOTAL
$'000
219,397
88,520
135,064
442,981
5. Revenue
Revenue from ordinary activities
Rendering of Services
Sale of Goods
Other income
Interest income
Gain on sale of assets
Other income
30 June 2022
$'000
30 June 2021
$'000
246,528
1,684
248,212
147
424
948
95,684
-
95,684
10
100
88
Total revenue and other income
249,731
95,882
The transaction price allocated to unsatisfied performance obligations at 30 June 2022 are as set out below.
Long term capacity contracts
Other
30 June 2022
$'000
30 June 2021
$'000
19,137
2,264
21,401
36,810
2,513
39,323
The total future revenue from the Group’s contracts with customers with performance obligations not satisfied at 30 June
2022 is $21.4 million (FY21: $39.3 million) of which $5.0 million (FY21: $4.4 million) is expected to be recognised within the next
year and the remaining amount will be recognised beyond 12 months over the life of the contracts on a straight line basis.
The future revenue primarily relates to the Group’s long-term capacity arrangements or IRUs. Refer to revenue recognition
accounting policy for further information. These contracts have contract terms of between 7 and 20 years, with a weighted
average remaining term of 11 years.
6. Interest expense
Interest on borrowings
Total interest expense
The Group incurs interest on the drawn amount of its debt facility (refer to Note 16).
30 June 2022
$'000
30 June 2021
$'000
(3,964)
(3,964)
(3,169)
(3,169)
81
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
7. Foreign exchange gains / (losses)
9. Cash and cash equivalents
Foreign exchange (losses) for the year arose as a result of exchange rate movements
in the ordinary course of business.
Net foreign exchange (losses) / gains for the year
Total net foreign exchange (losses) / gains
(639)
(639)
6,032
6,032
30 June 2022
$'000
30 June 2021
$'000
Cash at bank and on hand
Short term deposits
Total cash and cash equivalents
30 June 2022
$'000
30 June 2021
$'000
42,436
40,697
83,133
7,185
82,539
89,724
8. Income tax expense
10. Trade and other receivables
(a) Income tax recognised in profit or loss
In respect of the current year
In respect of prior years
Total current tax
Deferred tax
In respect of the current year
In respect of prior years
Total deferred tax
Total income tax benefit/(expense)
(b) The income tax expense for the year can be reconciled
to the accounting loss as follows:
30 June 2022
$'000
30 June 2021
$'000
-
-
-
(133)
-
(133)
(133)
-
-
-
(93)
-
(93)
(93)
Loss from continuing operations before income tax expense
(61,399)
(23,512)
Tax (expense) / credit at the Australian tax rate of 30%
Non-deductible acquisition costs
Non-deductible Goodwill impairment
Non-deductible entertainment expenses
Non-deductible share based payments
Effect of different tax rates of subsidiaries operating in other
jurisdictions
Deferred taxes arising from unused tax losses and unused
tax credits not recognised in the current year
18,420
(2,269)
(7,517)
(28)
(114)
49
7,053
(153)
-
(20)
(134)
(947)
Note
(A)
(A)
(B)
Note
(A)
(A)
(B)
Current
$'000
Non-current
$'000
18,732
4,990
(2,351)
21,371
748
22,119
-
-
-
-
-
-
Current
$'000
Non-current
$'000
14,730
-
(301)
14,429
394
14,823
-
-
-
-
-
-
30 June 2022
Total
$'000
18,732
4,990
(2,351)
21,371
748
22,119
30 June 2021
Total
$'000
14,730
-
(301)
14,429
394
14,823
Trade receivables: Superloop
Trade receivables: Exetel and Acurus
Allowance for expected credit losses
Net trade receivables
Other receivables
Total
Trade receivables: Superloop
Trade receivables: Exetel and Acurus
Allowance for expected credit losses
Net trade receivables
Other receivables
Total
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 credit loss because there has not been a significant change
in credit risk and the amounts are still considered recoverable.
(8,674)
(5,892)
Age of trade receivables that are not impaired
30 June 2022
$'000
30 June 2021
$'000
Total income tax benefit/(expense)
(133)
(93)
0 - 30 days
31 - 60 days
61 - 90 days
90 days plus
Total
82
18,598
1,258
115
1,400
21,371
10,586
1,256
181
2,406
14,429
83
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
B. AGING OF ALLOWANCE FOR EXPECTED CREDIT LOSS (“LOSS ALLOWANCE”)
As at 30 June 2022, the Group had a loss allowance of $2.4 million (2021: $0.3 million).
Superloop applies the AASB 9 simplified approach to measure expected credit loss ("ECL")
which uses a lifetime expected loss allowance for all trade receivables.
Age of trade receivables that are not impaired
30 June 2022
$'000
30 June 2021
$'000
0 – 60 days
60 – 90 days
90 days plus
Total past due and impaired
Movement in credit loss allowance
Balance at beginning of the year
Impairment losses recognised on receivables
Allowance for expected credit losses
Balance at end of the year
11. Other assets
1,247
53
1,051
2,351
15
3
283
301
30 June 2022
$'000
30 June 2021
$'000
301
(296)
2,346
2,351
424
(297)
174
301
Movement in credit loss allowance
30 June 2022
$'000
30 June 2021
$'000
CURRENT
Prepayments
Contract assets
Total other assets – current
NON-CURRENT
Other non-current assets
Contract assets
Total other assets – non-current
6,979
4,883
11,862
262
5,564
5,826
4,723
1,640
6,363
370
650
1,020
12. Property, plant and equipment
Carrying amounts of:
Assets in the course of construction
Network assets
Communication assets
Other assets
Total
Cost or valuation:
Balance at 30 June 2020
Additions
Transfers
Disposals
Movement in foreign exchange
Balance at 30 June 2021
Additions
Additions through business combination
Transfers
Disposals
Movement in foreign exchange
Balance at 30 June 2022
Accumulated depreciation
and Impairment:
Balance at 30 June 2020
Reclassifications
Depreciation charge
Disposals
Movement in foreign exchange
Balance at 30 June 2021
Depreciation charge
Disposals
Movement in foreign exchange
Balance at 30 June 2022
Carrying value at 30 June 2022
Carrying value at 30 June 2021
30 June 2022
$'000
30 June 2021
$'000
464
75,903
38,084
12,820
127,271
1,871
171,086
40,833
5,607
219,397
Assets in the
course of
construction
$'000
Network assets
$'000
Communication
assets
$'000
Other assets
$'000
Total
$'000
1,866
5,087
(5,051)
-
(31)
1,871
9,566
-
(10,999)
-
26
464
-
-
-
-
-
-
-
-
-
-
205,466
1,498
2,166
(786)
(8,010)
200,334
2,037
-
2,466
(119,378)
3,452
88,911
84,179
5,831
2,687
(23,278)
(332)
69,087
3,317
70
7,605
(704)
189
7,386
6,208
198
(8,002)
(81)
5,709
8,615
2,364
928
(943)
(310)
79,564
16,363
(26,125)
(34,088)
3,256
(8,415)
787
1,249
(29,248)
(7,336)
24,939
(1,363)
(5,021)
(12,451)
23,277
29
(28,254)
(14,059)
980
(147)
(7,040)
1,765
(2,890)
8,002
61
(102)
(4,172)
417
314
298,897
18,624
-
(32,066)
(8,454)
277,001
23,535
2,434
-
(121,025)
3,357
185,302
(67,253)
-
(23,756)
32,066
1,339
(57,604)
(25,567)
26,336
(1,196)
(13,008)
(41,480)
(3,543)
(58,031)
464
1,871
75,903
171,086
38,084
40,833
12,820
5,607
127,271
219,397
Property, plant and equipment includes $16.5 million carrying value of leased assets. A “right-of-use” asset is recognised
for leased items, with a lease liability recognised for lease payments due. “Right-of-use” asset additions during FY22
totalled $11.0 million.
84
85
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
Right-of-use asset
Carrying value at 30 June 2020
Additions
Depreciation charge
Movements in foreign exchange
Carrying value at 30 June 2021
Additions through business combination
Additions
Depreciation charge
Disposals
Movements in foreign exchange
Communication
assets
$'000
Other assets
$'000
5,286
3,112
(3,166)
-
5,232
-
3,283
(2,915)
-
-
1,380
6,083
(2,150)
(12)
5,301
797
7,719
(2,865)
(21)
(4)
Total
$'000
6,666
9,195
(5,316)
(12)
10,533
797
11,002
(5,780)
(21)
(4)
Carrying value at 30 June 2022
5,600
10,927
16,527
Cost or valuation:
Balance as at 30 June 2020
Additions
Transfers
Disposals
Movement in foreign exchange
Balance as at 30 June 2021
Additions through business
combination
Additions
Reclassifications
Transfers
Disposals
Movement in foreign exchange
Assets being
developed
Rights &
licence
Software
Customer
acquisition
costs & other
intangible
assets
Customer
relationships,
brands &
trademarks
Goodwill
$'000
$'000
$'000
$'000
$'000
$'000
Total
$'000
13,394
8,539
62,531
178,319
336,783
1,785
3,009
(1,613)
-
-
3,181
72,215
2,571
-
-
(1,947)
72,839
375
909
(4,742)
-
9,936
-
8,447
12,728
4,759
15,454
77
(6,798)
-
-
-
1,691
(17,318)
1,152
-
230
5,107
-
-
831
704
(808)
(19)
9,247
-
-
(9,247)
-
-
-
-
-
-
-
-
6,786
-
(4,085)
(43,255)
(52,890)
-
-
(1,966)
58,446
135,064
288,713
32,408
106,448
160,031
-
-
-
-
-
-
-
-
20,213
(8,940)
-
(35,143)
(52,461)
-
1,152
90,854
206,369
408,708
13. Intangible assets
Balance as at 30 June 2022
1,219
82,265
28,001
Accumulated amortisation and impairment:
Carrying amounts of:
Assets being developed
Rights and licences
Software
Customer acquisition costs & other intangible assets
Customer relationships, brands and trademarks
Goodwill
Total intangible assets
30 June 2022
$'000
30 June 2021
$'000
1,219
59,373
17,980
-
42,587
181,312
302,471
3,181
53,835
2,654
4,759
24,091
135,064
223,584
Balance as at 30 June 2020
Disposals
Amortisation charge
Movement in foreign exchange
Balance as at 30 June 2021
Reclassifications
Disposals
Amortisation charge
Impairment charge
Movement in foreign exchange
-
-
-
-
-
-
-
-
-
-
(12,331)
(8,027)
(4,033)
(29,124)
(43,255)
(96,770)
-
(6,882)
209
4,742
(3,997)
-
808
(1,267)
4
4,085
(9,316)
-
(19,004)
(7,282)
(4,488)
(34,355)
-
4,170
(7,649)
-
(409)
-
-
(2,741)
-
2
-
-
(13,912)
-
-
4,488
-
-
-
-
-
-
43,255
52,890
-
-
-
-
-
-
(21,462)
213
(65,129)
4,488
4,170
(24,302)
(25,057)
(25,057)
-
(407)
Balance as at 30 June 2022
(22,892)
(10,021)
Carrying value at 30 June 2022
Carrying value at 30 June 2021
1,219
3,181
59,373
53,835
17,980
2,654
(48,267)
(25,057)
(106,237)
42,587
181,312
302,471
4,759
24,091
135,064
223,584
Intangible Assets includes the following carrying values of leased assets recorded as “right-of-use” asset for the leased items
as follows:
Right-of-use asset
Carrying value at 30 June 2021
Additions
Depreciation charge
Movements in foreign exchange
Carrying value at 30 June 2022
Rights and licences
$'000
-
1,440
-
-
1,440
87
86
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES Goodwill has been allocated for impairment testing purposes to the following operating segments, which represent
the lowest level within the Group at which the Goodwill is monitored for internal management purposes. The operating
segments are comprised of cash-generating units or groups of cash-generating units.
For the Business segment, impairment testing indicated that the carrying amount exceeded the recoverable
amount at 30 June 2022, resulting in an impairment of $25.0 million to Goodwill. No other impairment loss on
Goodwill has been identified.
Wholesale
Business
Consumer
Total Goodwill
30 June 2022
$'000
30 June 2021
$'000
55,312
43,794
82,206
181,312
53,444
51,420
30,200
135,064
Goodwill and intangible assets with an indefinite useful life are not subject to amortisation and are assessed for impairment
at least annually, or whenever an indication of impairment arises.
An impairment loss relating to Goodwill is recognised for the amount by which the carrying amount of a group of cash-
generating units exceeds their recoverable amount. The recoverable amount for each group of cash-generating units is
determined based on the higher of fair value in use less costs of disposal or value in use. An impairment loss recognised for
Goodwill is not reversed in subsequent periods.
Management applies judgement to identify cash-generating units and groups of cash-generating units. Recoverable
amounts and impairment assessment is determined using a value in use calculation. Value in use calculations require
judgements to be made in relation to cash flow forecasts and projections, terminal value growth rates and discount rates.
The forecast cash flows are based on the financial year ending 30 June 2023 budget with the cash flows beyond the budget
period projected over 5 years using annual growth rates for each product within each cash-generating unit based on
historical earnings growth, current and forecast trading conditions and business plans.
For the impairment analysis conducted at 30 June 2022, the range of cash flow inputs have been determined as follows:
Revenue growth rates for years 1-5 of the value in use model are based on most recent past performance, management’s
expectations of market development, the expected expansion of market share and the inclusion of new product capabilities
such as the Wholesale aggregation on white label products. Specifically, the model revenue growth rates for each segment
are:
» Wholesale segment - a range from 7% to 26%,
» Business segment - a range from 4% to 23%; and
» Consumer segment - a range from 15% to 25%.
The forecast Gross Margin reflects the above revenues and a commensurate change in the associated cost of goods sold
which reflect volume based increases (in the case of NBN product resale), anticipated price increases in other products, offset
by cost savings that are delivered through ongoing leverage of the Group’s purchasing power.
Operating Costs reflect the fixed costs of the CGUs, which do not vary significantly with sales volumes or prices, and also
include management forecasts for these and other corporate costs based on the current structure of the business, adjusting
for inflationary increases but not reflecting any future restructurings or cost-saving measures. The annual increase in
operating costs over years 1-5 in the value in use model range from 3% to 23%.
Annual Capital Expenditure reflects the expected cash costs in the CGUs for hardware and software that is developed to
maintain the Network and support customer growth initiatives. The growth in Capital expenditure per year is not expected to
be material and is based on an annual capital expenditure envelope of around $20m per annum.
A Terminal Value Growth rate is applied beyond the financial projection period and a post-tax discount rate 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. Management have used the following key assumptions in determining the recoverable amount of each
group of cash-generating units to which Goodwill has been allocated:
Consumer
Business
Wholesale
Terminal value growth rate
Discount rate
30 June 2022
30 June 2021(1)
30 June 2022
30 June 2021(1)
3.00%
3.00%
2.75%
N/A
N/A
N/A
10.50%
11.50%
10.50%
N/A
N/A
N/A
(1) The table above does not contain values for FY21 due to the fact that the CGU’s applied in FY22 have been revised during the course of the year. In the
prior year the CGU’s were Connectivity, Broadband and Services. The Terminal Value Growth Rates for the CGU’s in FY21 were 2.9% for Connectivity, 2.5% for
Broadband and 0% for Services. The WACC applied in FY21 was 11.3% for all CGU’s.
During FY22, and as a consequence of the disposal of the Hong Kong entity and certain select Singapore Assets, the Group
has derecognised $35.1 million of Goodwill. The amount of Goodwill that has been derecognised reflects the relative value of
the discontinued operations.
For the Consumer and Wholesale segments, the Group has conducted an analysis of the sensitivity of the impairment test
to changes in the key assumptions used to determine the recoverable amount for each of these group of CGUs to which
Goodwill is allocated. The directors believe that any reasonably possible change in the key assumptions on which the
recoverable amount of the CGU’s is based would not cause the individual or aggregate carrying amounts to exceed the
individual or aggregate recoverable amounts of the related CGUs.
Due to current market conditions at the year-end, the Directors believe that appropriate sensitivities to include in the
sensitivity analysis included a reduction in the terminal value growth rate by 1.0%, or a 1.0% increase in the post-tax discount
rate for each of these cash-generating unit and groups of cash-generating units.
Whilst all of these sensitivities would reduce the headroom between the value in use and the carrying value of the CGU’s,
under all of these scenarios, the carrying value of these CGU’s would remain below their estimated value in use.
With regards to the Business segment, a reduction in the terminal growth rate by 1% or a 1% increase in the post-tax
discount rate would result in the carrying amount of the CGU reducing by $10.1 million and $9.3 million respectively.
14. Deferred tax
Recognised deferred tax assets / (liabilities) attributed to:
Employee benefits
Expenses deductible in future periods
Tax credits from tax losses
Deferred revenue
Future deduction of share issue costs
Customer acquisition and equipment installations costs
Property, plant and equipment and intangible assets
Total deferred taxes
Net DTA/DTL by jurisdiction:
Deferred tax assets
Deferred tax (liabilities)
Total deferred taxes
Note
30 June 2022
$'000
30 June 2021
$'000
1,592
9,369
12,490
871
849
(1,653)
(33,124)
(9,606)
-
(9,606)
(9,606)
924
4,081
13,549
2,908
915
(1,567)
(16,301)
4,509
7,102
(2,593)
4,509
At the reporting date, the Group has unused tax losses of $161.1 million (FY21: $154.5 million) available for offset against
future profits. A deferred tax asset of $12.5 million (FY21: $13.5 million) has been recognised in respect of $41.6 million
(FY21: $56.6 million) of such losses. No deferred tax asset has been recognised in respect of the remaining $119.5 million (FY21:
$97.9 million). Deferred tax assets are recognised where it is considered probable that they will be recovered against taxable
profits in the future.
88
89
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
15. Trade and other payables
Trade payables: Superloop
Trade payables: Exetel and Acurus
Other payables
Accrued expenses
Current tax liabilities
Deferred consideration
Contingent consideration
30 June 2022
$'000
30 June 2021
$'000
2,603
10,187
4,295
13,164
3,686
1,000
8,125
14,953
-
1,016
2,021
175
-
-
Total trade and other payables
43,060
18,165
16. Interest-bearing loans
and borrowings
The Group had interest bearing loans and borrowings as at 30 June 2022 of $58.0 million
(30 June 2021: $67.0 million). The average effective interest rate on bank borrowing is
approximately 3.1% (2021: 2.89%) per annum and rates are determined as based on the leverage
ratio tiered rate table plus the bank bill swap rate applicable to the term to maturity.
The Group has a $96.9 million three year revolving facility with Westpac, HSBC and ANZ
maturing on 29 June 2024. The facility can be used for working capital, capital expenditures
and permitted acquisitions. The Group is required to adhere to financial covenants, including
leverage ratio, debt capitalisation ratio and interest cover ratio.
Bank guarantees to the value of $3.2 million have been issued under the facility.
The Group utilises an equipment vendor to provide funding for network equipment, entering
into three year fixed rate instalment payment agreements. At 30 June 2022, there was nil
funding liability outstanding under this arrangement (30 June 2021: $1.4 million). In terms of the
Consolidated Statement of Cash Flows, the impact of the equipment financing has been shown
on a gross basis, with the amount of property, plant and equipment funded by the equipment
financing included in the payments for property, plant and equipment and shown as a cash
inflow in proceeds from borrowings.
90
Current
Equipment financing
Lease liability
Total current interest-bearing loans
and borrowings
Non-current
Lease liability
Revolving debt facility drawn
(net of transaction costs)
Total non-current interest-bearing loans
and borrowings
Note
30 June 2022
$'000
30 June 2021
$'000
-
4,812
4,812
12,903
40,316
1,386
3,063
4,449
7,808
54,748
53,219
62,556
(A)
Total interest-bearing loans and borrowings
58,031
67,005
Total revolving debt facility limit
Less bank guarantees issued under the facility
Less amounts drawn (before transaction costs)
Revolving debt facility available
96,900
(3,199)
(41,269)
52,432
92,200
(1,095)
(56,269)
34,836
(A) 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.
Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash
changes. Liabilities arising f rom financing activities are those for which cash flows were, or future cash flows will be, classified
in the Group’s consolidated cash flow statement as cash flows from financing activities.
30 June 2021
$'000
Financing
inflows
Financing
outflows
Non-cash
movement
30 June 2022
$'000
Bank loans (Note 16)
Total liabilities f rom financing activities
56,134
56,134
25,000
25,000
(41,386)
(41,386)
568
568
40,316
40,316
30 June 2020
$'000
Financing
inflows
Financing
outflows
Non-cash
movement
30 June 2021
$'000
Bank loans (Note 16)
Total liabilities from financing activities
51,580
51,580
61,777
61,777
(57,469)
(57,469)
246
246
56,134
56,134
17. Employee benef its
Current
Non-current
Total employee benefits
The employee benefits represent accrued annual leave and long service leave entitlements.
4,833
525
5,358
2,345
773
3,118
91
30 June 2022
$'000
30 June 2021
$'000
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
18. Deferred revenue
19. Contributed equity
30 June 2022
$'000
30 June 2021
$'000
A. SHARE CAPITAL
Deferred revenue
Deferred installation fees
Total deferred revenue
Current
Non-current
Total deferred revenue
19,137
2,264
21,401
5,037
16,364
21,401
36,810
2,513
39,323
4,437
34,886
39,323
Deferred revenue includes long-term capacity arrangements (rights-of-use (‘IRU’) agreements)
which provide customers exclusive access to fibre core capacity over an agreed contract term
in addition to other customer contracts where payment has been received but services not yet
provided. The IRU arrangements include the initial provisioning of the fibres, ongoing availability
of capacity and maintenance of the infrastructure over the contract term which form part of an
integrated service to the customer and is considered to be a single performance obligation. The
transaction price is generally fixed, net of any upfront discounts given. The customer receives
and consumes the benefit of the service simultaneously and revenue is recognised over time, as
the service is performed. For other customer contracts, revenue is recognised once performance
obligation is met.
The table below shows the movement of deferred revenue for the year.
Opening balance
Additions through business combination
Additions
Disposals
Revenue recognised
Closing balance
30 June 2022
$'000
30 June 2021
$'000
39,323
4,130
3,528
(20,230)
(5,350)
21,401
43,202
-
5,263
-
(9,142)
39,323
Fully paid ordinary shares
486,807,489
450,614,343
638,228
Total share capital
Less: Issue costs
Contributed equity
B. MOVEMENTS IN ORDINARY SHARE CAPITAL
Date
Details
30-Jun-20 Balance
17-Jun-21
Accelerated Entitlement Offer
17-Jun-21
Share placement
30-Jun-21 Balance
6-Jul-21
Accelerated Entitlement Offer
30-Jul-21
Exetel acquisition
27-Sep-21 Vesting of performance rights
22-Mar-22 Vesting of performance rights
24-Jun-22 Acurus acquisition
30-Jun-22 Balance
C. ORDINARY SHARES
30 June 2022
Number of shares
30 June 2021
Number of shares
30 June 2022
$'000
30 June 2021
$'000
603,931
603,931
486,807,489
450,614,343
638,228
486,807,489
450,614,343
623,967
590,927
(14,261)
(13,004)
Number
of shares
Issue Price
$
Value
$
365,866,416
32,059,755
52,688,172
450,614,343
22,797,291
9,900,990
87,400
13,800
0.93
0.93
0.93
1.01
0.95
0.91
525,115,055
29,815,572
49,000,000
603,930,627
21,201,481
10,000,000
83,030
12,558
3,393,665
0.884
3,000,000
486,807,489
638,227,695
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.
The employee benefits represent accrued annual leave and long service leave entitlements.
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 the 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 stage of development.
92
93
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
30 June 2022
$'000
30 June 2021
$'000
B. SHARE BASED PAYMENTS
Long term incentives - share options
Total borrowings (as per Note 16)
Less: cash and cash equivalents
Net debt / (surplus cash)
Total equity
Gearing ratio
58,031
(83,133)
(25,102)
67,005
(89,724)
(22,719)
416,215
431,809
-6.0%
-5.3%
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 Consolidated
Statement of Financial Position. Excluding lease liabilities and net borrowing transaction costs,
the gearing ratio was -6.0% as at 30 June 2022 (FY21: -5.3%).
20. Reserves
Share based payments
Foreign currency translation reserve(1)
Total reserves
30 June 2022
$'000
30 June 2021
$'000
1,701
2,616
4,317
1,320
(995)
325
(1) 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.
21. Dividends
No dividends were paid or declared in FY22 (FY21: Nil).
22. Key management
personnel disclosures
A. KEY MANAGEMENT PERSONNEL COMPENSATION
Short term employee benefits
Post employment benefits
Other Long-term employee benefits
Share based payments
Total key management personnel compensation
30 June 2022
$
30 June 2021
$
2,477,474
90,233
-
209,909
2,777,616
2,674,508
133,565
-
210,313
3,018,386
Detailed remuneration disclosures are provided in the Remuneration Report.
During the year, Key Management Personnel and other employees of the Group participated in long-term incentive schemes.
Total expense arising from share based payment transactions in the year to 30 June 2022 was $380,508 (FY21: $447,146).
Each employee share option converts into one ordinary share of the Company on exercise. No amounts are paid or payable
by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be
exercised at any time from the date of vesting to the date of their expiry.
Options are exercisable at a price equal to the average quoted market price of the Company’s shares on the date of grant.
The vesting period varies from 1 to 4 years. Options are considered expired if they remain unexercised f rom vesting to options
expiration date. Options are forfeited if the employee leaves the Group before the options vesting date unless the Board
deems otherwise.
Details of the share options outstanding during the year are as follows:
30 June 2022
30 June 2021
Number
of share
options
Weighted average
exercise price
$
Number
of share
options
Weighted average
exercise price
$
Outstanding at beginning of the year
4,000,000
$1.29
Granted during the year
Forfeited during the year
Exercised during the year
Expired during the year
684,250
$0.98
4,000,000
$1.29
-
-
-
-
-
-
-
-
$1.29
Outstanding at the end of the year
4,684,250
$1.24
4,000,000
Exercisable at the end of the year
1,000,000
$1.11
There were no share options exercised during the period.
The options outstanding at 30 June 2022 had a weighted average exercise price of $1.24, and a weighted average remaining
contractual life of 1.6 years. In FY22, options were granted to KMP on 01 September 2021. The aggregate of the estimated fair
values of the options granted to KMP on those dates is $0.2 million. In FY21, options were granted on 18 November 2020. The
aggregate of the estimated fair values of the options granted is $0.4 million. The inputs into the options black-scholes model
used by the Group are as follows:
Weighted average share price
Weighted average exercise price
Expected volatility
Expected life
Risk-free rate
Expected dividends yields
30 June 2022
30 June 2021
$1.00
$1.11
$1.00
$1.29
40.00%
40.00%
3.25 years
3.25 years
3.77%
0.00%
1.52%
0.00%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous
5 years. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects
of non-transferability, exercise restrictions, and behavioural considerations.
There were no cancellations or modifications to the awards during the year.
C. 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 28.
94
95
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
23. Remuneration of auditors
24. Commitments and contingencies
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. 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 2022
$'000
30 June 2021
$'000
4,119
4,119
2,102
2,102
Capital commitments relate to contractual commitments associated with network expansion.
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 material contingent liabilities during the year or as at the date of this report.
A. DELOITTE TOUCHE TOHMATSU
Deloitte and related network firms *
Audit or review of financial reports:
- Group
- Subsidiaries
30 June 2022
$
30 June 2021
$
554,300
24,520
371,050
37,410
Other assurance and agreed-upon procedures under
other legislation or contractual arrangements
8,660
17,356
Other services:
- Due Diligence Services
Total remuneration of Deloitte Touche Tohmatsu
* The auditor of Superloop Limited is Deloitte Touche Tohmatsu
-
587,480
399,780
825,596
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 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 above, did
not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
» all non-audit services have been reviewed by the Audit Committee to ensure they do not
impact the impartiality and objectivity of the auditor;
» none of the services undermine the general principles relating to auditor independence as
set out in APES 110 Code of Ethics for Professional Accountants.
B. NON-DELOITTE AUDIT FIRMS
Superloop Limited did not engage with any other non-Deloitte audit firms.
96
97
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
25. Controlled entities acquired
Exetel Pty Ltd and its controlled entities (“Exetel”)
On 1 August 2021, Superloop Limited acquired 100% of Exetel Pty Ltd and its controlled entities
for a total consideration of $118.9 million, paid as $108.9 million in cash and $10.0 million in
Superloop Limited shares issued at $1.01 per share. The acquisition accelerates the monetisation
of Superloop’s infrastructure assets and is expected to deliver annualised cost synergies of $5
million per year. During the period, the fair value of assets acquired and the liabilities assumed
has been assessed and the effect on the financial statements has been summarised below.
The Goodwill of $87.3 million represents the residual value of the purchase price over the fair
value of the identifiable assets and liabilities.
As at 30 June 2022, Superloop has finalised the fair values of the assets and liabilities acquired.
Details of the acquisition are:
a) Identifiable assets acquired and liabilities assumed
Cash
Receivables
Property, plant and equipment
Intangibles
Other assets
Payables
Current tax liability
Deferred tax liability
Provisions and other liabilities
Net identifiable assets acquired
b) Consideration transferred
Cash paid
Shares issued
Consideration transferred
c) Goodwill on acquisition
Consideration transferred
Less: net identifiable assets acquired
Goodwill on acquisition
d) Net cash outflow on acquisition
Consideration paid in cash
Less: cash and cash equivalent balances acquired
Net cash outflow on acquisition
Fair value
$'000
18,914
3,955
2,434
43,429
2,939
(16,605)
(3,480)
(12,190)
(7,780)
31,616
108,910
10,000
118,910
118,910
(31,616)
87,294
108,910
(18,914)
89,996
Goodwill arose on the acquisition of Exetel due to the expected synergies obtained from
combining the businesses. These assets could not be separately recognised from Goodwill
because they are not capable of being separated from the Group and sold, transferred, licensed,
rented or exchanged, either individually or together with any related contracts. None of the
Goodwill is expected to be deductible for income tax purposes.
98
Impact of the acquisition on the results of the Group
Loss before tax for the period ended 30 June 2022 includes profit before tax of $11.7 million attributable to Exetel.
Revenue for the period ended 30 June 2022 includes $133.2 million in respect of Exetel.
Had the acquisition of Exetel been effected on 1 July 2021, the revenue of the Group f rom the continuing operations for the
period ended 30 June 2022 would have been $262.2 million, and the loss for the year after tax f rom continuing operations
would have been $61.7 million. The Directors of the Group consider these “pro forma” numbers to represent an approximate
measure of the performance of the combined group and to provide a reference point for comparison in future years.
Acurus Pty Ltd and its controlled entities (“Acurus”)
On 23 June 2022, Superloop Limited acquired 100% of Acurus Pty Ltd and its controlled entities for a total consideration
of $26.0 million, paid as $10.1 million in cash and $3.0 million in Superloop Limited shares issued at $0.884 per share and
$9.1 million in deferred and contingent cash consideration. The acquisition accelerates the monetisation of Superloop’s
infrastructure assets. During the period, the fair value of assets acquired and the liabilities assumed has been assessed
and the effect on the financial statements has been summarised below. The Goodwill of $19.2 million represents the
residual value of the purchase price over the fair value of the identifiable assets and liabilities.
As at 30 June 2022, Superloop is continuing to receive the information required to assess the fair values of the assets
and liabilities acquired. Accordingly the values identified below are provisional as at the reporting date. Details of the
acquisition are:
Provisional fair value
$'000
a) Identifiable assets acquired and liabilities assumed
Cash
Receivables
Other Assets
Intangibles
Payables
Deferred tax liability
Net identifiable assets acquired
b) Consideration transferred
Cash paid
Shares issued
Deferred and contingent consideration
Consideration transferred
c) Goodwill on acquisition
Consideration transferred
Less: net identifiable assets acquired
Goodwill on acquisition
d) Net cash outflow on acquisition
Consideration paid in cash
Less: cash and cash equivalent balances acquired
Net cash outflow on acquisition
265
860
326
10,153
(5,700)
(2,795)
3,109
10,139
3,000
9,125
22,264
22,264
(3,109)
19,155
10,139
(265)
9,874
99
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
26. Discontinued operations
On 17 October 2021, the Group entered into a sale agreement to dispose of Superloop
Hong Kong Pte Ltd and select assets for Superloop Singapore Pte Ltd. The disposal was
effected in order to drive greater shareholder returns by redeploying funds into more
strategically aligned assets with higher growth opportunities. The disposal was completed
on 29 April 2022, on which date control of Superloop Hong Kong Pte Ltd and select assets
for Superloop Singapore Pte Ltd passed to the acquirer.
The results of the discontinued operations, which have been included in the profit
for the year were as follows:
30 June 2022
$'000
30 June 2021
$'000
Revenue
Other income
Total revenue and other income
Direct costs
Employee benefits expense
Professional fees
Marketing costs
Administrative and other expenses
Total expenses
Earnings before interest, tax, depreciation,
amortisation and foreign exchange
gains / losses (EBITDA)
Depreciation and amortisation expense
Interest expense
Foreign exchange (losses) / gains
Profit / (loss) before income tax
Income tax benefit/(expense)
Profit / (loss) for the year from discontinued
operations before gain on disposal
Net gain on disposal
(excluding Goodwill derecognition)
Goodwill derecognised on discontinued operations
Income tax expense
Profit / (loss) for the year after tax for the year
attributable to the owners of Superloop Limited
12,713
42
12,755
(4,565)
(1,379)
(10)
(8)
(1,878)
(7,840)
4,915
(7,360)
(2)
2,453
6
556
562
46,606
(35,144)
(3,118)
8,906
14,828
14
14,842
(5,447)
(1,313)
(56)
(7)
(1,821)
(8,644)
6,198
(8,580)
(4)
(5,329)
(7,715
(644)
(8,359)
-
-
-
(8,359)
A gain of $46.6 million arose on the disposal of Superloop Hong Kong Pte Ltd and select
Superloop (Singapore) Pte Ltd assets, being the difference between the proceeds of disposal
and the carrying amount of the subsidiary’s net assets. The disposal is consistent with
the Group’s long-term policy to focus its activities on the Group’s other businesses. As a
consequence of the disposal of the Hong Kong entity and certain select Singapore Assets,
the Group derecognised $35.1 million of Goodwill. The amount of Goodwill that has been
derecognised reflects the relative value of the discontinued operations.
The net assets of Superloop (Hong Kong) Limited & Superloop (Singapore) Pte Ltd and the net consideration received
at 29 April 2022 were as follows:
Net assets disposed
Foreign currency translation reserve write back
Total consideration
Net gain on disposal (including Goodwill derecognition)
Consideration received
Less: cash for acquisition of Intangibles
Net cash inflow arising on disposal
27. Transaction costs
29 April 2021
$'000
125,741
2,797
128,538
140,000
11,462
140,000
(15,000)
125,000
In the course of strategic merger and acquisition activity, the Group incurs costs associated with the acquisition and disposal
of entities or assets, and the subsequent integration or separation of those entities or assets into or from the remainder of
the Group's operations. In FY21, the transaction costs relate specifically to the acquisition of Exetel Pty Ltd which completed
on 01 August 2021. In FY22 transaction costs have been incurred in relation to:
a. The acquisition of Exetel Pty Ltd which completed on 01 August 2021;
b. The disposal of the Superloop Hong Kong entity and certain select Singapore
Assets which was agreed on 21 October 2021 and completed on 29 April 2022; and
c. The acquisition of Acurus Pty Ltd which was agreed on 24 May 2022 and
completed on 23 June 2022.
The components of the transaction costs for each of FY21 and FY22 which have been included in the income
statement in accordance were as follows:
Adviser Fees
Integration - Network
Integration - Operational
Termination Charges
Employee Retention
Total Transaction Costs
30 June 2022
$'000
30 June 2021
$'000
(4,775)
(1,114)
(337)
(622)
(635)
(7,483)
(551)
-
-
-
-
(551)
Notes: Description of Costs included in Transaction Costs
(1) Adviser Fees relate to external legal and professional fees incurred relating to the transaction.
(2) Network Integration costs relate to costs associated with the migration of customers and services onto the Superloop network.
(3) Operational Integration costs relate to costs associated with the migration and integration of systems, processes, software and brands on the Superloop
operational platform and includes the costs of the internal acquisitions department as well as general administrative costs associated with the transaction.
(4) Termination Charges relate to costs associated with employee, consultant and other external provider contracts that were terminated due to a duplication
of services as a consequence of a transaction.
(5) Employee Retention – During FY22 the Group paid a Transaction Bonus to certain executives contingent upon and related to the successful completion
Cash flow information
of the Exetel Acquisition.
30 June 2022
$'000
30 June 2021
$'000
Net cash inflow from operating activities
Net cash inflow/(outflow) from investing activities
Net cash (outflow)/inflow from financing activities
1,562
369
(52)
3,692
(1,500)
10,376
100
101
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
102
28. Related party transactions
PROVISION OF SERVICES TO / FROM RELATED PARTIES
On 28 October 2021, Bevan Slattery resigned as a Chair & Non-Executive Director of the Group.
The following is a summary of the transactions with related parties for the financial year.
Shared services agreement with Capital B
The Group has entered into a shared services agreement with Capital B Pty Ltd (Capital B),
a company controlled by the former Chair of Superloop (retired 28 October 2021).
Under the agreement, Capital B and Superloop provide certain services to/from the
Group (e.g. administrative and information technology services) on an as needed basis and
provided on arm’s length terms. Either party may terminate the agreement for convenience
on 60 days’ written notice. During FY22, fees earned from Capital B totalled $1,000,000 (FY21:
$nil). Net receivable by the Company in relation to the consulting services provided was
$1,000,000 (FY21: $nil).
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 former Chair of
Superloop (retired 28 October 2021) is the Chair and significant shareholder of Megaport.
The agreements are on the same terms as other agreements between Superloop and
unrelated customers and the fees are at competitive market rates. During FY22, net fees
earned from Megaport totalled $1,036,718 FY21: $830,672). Net receivables from Megaport
at 30 June 2022 is $53,731 (FY21: $81,541).
SALES OF GOODS / SERVICES
Revenue earned from related parties
AMOUNTS PAID TO RELATED PARTIES
Provision of services to Superloop
BALANCE OUTSTANDING AT THE END OF THE YEAR
Receivables
Trade and other payables
29. Reconciliation of loss after income tax
to net cash flow f rom operating activities
Customer agreement with Rising Sun Pictures
Profit / (loss) for the year after income tax
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. During FY22, fees earned from Rising Sun Pictures totalled $90,920 (FY21: $77,880).
Net receivables from Rising Sun Pictures at 30 June 2022 is $nil (FY21: $12,980).
Consulting services provided to APX Partners Pty Ltd
The former Chair of Superloop (retired 28 October 2021) is the founder and a shareholder of APX
Partners Pty Ltd. APX Partners Pty Ltd is 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 (completed in May 2019). In addition to the above, the Group provides
adhoc consulting services to APX Partners Pty Ltd. During FY22, fees earned from APX Partners
Pty Ltd totalled $45,438 (FY21: $592,261). Net receivables from APX Partners Pty Ltd at 30 June
2022 is $nil (FY21: $nil).
Customer agreement with Fiber Sense Pty Ltd
Superloop entered into a customer agreement in June 2018 with a former associate entity for
the provision of long-term capacity. The agreement is 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. During FY22, services received amounted to $5,218 (FY21: $5,949).
Net payable to Fiber Sense Pty Ltd at 30 June 2022 totalled $nil (FY21: net payable $496).
Supplier agreement with Subco
Superloop has entered into a supplier agreement for the provision of connectivity services with
Subco. The former Chair of Superloop (retired 28 October 2021) is the founder/Director of Subco.
During FY22, payments made to Subco totalled to $412,500 (FY21: $825,000). Net payable to
Subco at 30 June 2022 is $nil (FY21: $nil).
Adjustments for:
Depreciation and amortisation
Impairment
Share based payments expense
Interest income
Interest expense
Foreign exchange gain / (losses)
Gain on disposal of operations and assets
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 deferred revenue
(Decrease) / increase in provisions
(Decrease) / increase in tax related balances
Net cash (outflows) / inflows f rom operating activities
30 June 2022
$'000
30 June 2021
$'000
2,273,683
1,591,495
412,500
921,631
1,053,731
-
112,000
17,975
30 June 2022
$
30 June 2021
$
(52,626)
(31,964)
51,758
25,057
381
(173)
3,964
(1,815)
(11,538)
(3,212)
(4,470)
(14,217)
(3,676)
(36)
(869)
(11,472)
46,373
-
447
(10)
3,173
705
(100)
(132)
1,941
(1,294)
(3,879)
(684)
445
15,120
103
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
30. Non-cash transactions
During the year, the Group entered into a number of intangible IRU non-cash
investing activities which are not reflected in the consolidated statement of cash
flows FY22: $0.3 million (FY21: $1.6 million).
31. 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.
In terms of fair value measurement, the carrying value of the Group’s financial assets are set out
in Note 9 “Cash and cash equivalents” and Note 10 “Trade and other receivables”. For all financial
assets held at amortised cost the carrying values approximate fair value. The carrying value of
the Group’s financial liabilities are set out in Notes 15 “Trade and other payables” and Note 16
“Interest-bearing loans and borrowings”. For the Trade and other payables and interest-bearing
loans and borrowings, the carrying values approximate fair value.
The Group holds the following financial instruments measured at fair value:
30 June 2022
Financial liabilities measured
at fair value
Deferred consideration
Contingent consideration
Derivative financial liabilities
Total financial liabilities
30 June 2021
Financial liabilities measured
at fair value
Deferred consideration
Contingent consideration
Derivative financial liabilities
Total financial liabilities
Level 1 -
Quoted prices
in active
markets
$'000
Level 2 -
Significant
observable
inputs
$'000
Level 3 -
Significant
unobservable
inputs
$'000
-
-
-
-
-
-
-
-
1,000
8,125
-
9,125
-
-
-
-
-
-
-
-
-
-
-
-
Total
$'000
1,000
8,125
-
9,125
-
-
-
-
A. MARKET RISK
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises three types of risk: foreign exchange risk, price risk and interest rate risk.
i. Foreign exchange risk
Superloop is exposed to exchange rate movements, in particular movements in the A$/US$ rate, A$/SG$, A$/HK$, SG$/US$
and A$/LKR. Because a proportion of Superloop’s payments for inventory and construction work are made or are expected
to be made in foreign currency, primarily US dollars, movements in exchange rates impact on the amount paid for assets,
inventory and construction work. Also, because a proportion of Superloop’s revenues and profits are earned in Singapore
and Hong Kong, movements in exchange rates impact on the translation of account balances in Superloop’s Singapore and
Hong Kong operations. Therefore, movements in exchange rates, particularly the A$/US$ rate, the A$/SG$, A$/HK, SG$/US$
and A$/LKR 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, none of which were open as at 30 June 2022.
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 9), and the Group’s interest-bearing
liabilities. The Group mitigates potential exposure to a movement in interest rates via the use of a derivative interest rate swap
when required.
iv. Sensitivity
At 30 June 2022, if interest rates had increased by 100 basis points or decreased by 100 basis points from the year end rates,
and the cash balances remained constant for the year along with all other variables, profit before tax for the year would be
impacted $488k higher / 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:
Cash at bank and short term deposits
AA rated
A+ rated
BBB+ rated
TOTAL
30 June 2022
$'000
30 June 2021
$'000
83,133
89,724
-
-
-
-
83,133
89,724
In determining the credit quality of the financial assets, Superloop has used the long term rating from Standard & Poor’s.
ii. 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 2022, the Group had $22.1 million customer trade receivables (refer Note 10).
104
105
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
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 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 Company.
The Group believes the re-financed senior debt facility and equity raise completed July 2021,
together with cash flows from operations, and proceeds from the sale of the Hong Kong entity
and certain select Singapore assets provides sufficient capital to fund its expected working
capital requirements for at least the next 12 months.
32. Earnings per share
A. EARNINGS PER SHARE
Total basic earnings / (loss) per share attributable to the ordinary
equity holders of the Group
Continuing operations
Discontinued operations
B. DILUTED EARNINGS PER SHARE
Within
12 months
$'000
Between
1 and 5 years
$'000
Over 5 years
$'000
Total
contractual
cash flows
$'000
Carrying
amount
$'000
Total diluted earnings / (loss) per share attributable to the ordinary
equity holders of the Group
Contractual maturities of
financial liabilities
30 June 2022
Trade and other payables
43,060
-
Interest-bearing
borrowings
5,856
55,259
Total non-derivatives
48,916
55,259
30 June 2021
Trade and other payables
18,165
-
Interest-bearing
borrowings
4,449
68,357
Total non-derivatives
22,614
68,357
-
-
-
-
-
-
43,060
43,060
61,115
58,031
104,175
101,091
18,165
18,165
72,806
67,005
Continuing operations
Discontinued operations
C. RECONCILIATIONS OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE
Basic Earnings Per Share
Earnings / (loss) attributable to the ordinary equity holders of the Group
used in calculating basic losses per share
Continuing operations
90,971
85,170
Discontinued operations
Diluted Earnings Per Share
Earnings / (loss) from continuing operations attributable to the ordinary
equity holders of the Group
Continuing operations
Discontinued operations
D. WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR
Weighted average number of ordinary shares used as the denominator in calculating
basic earnings per share
Effects of dilution from:
Performance rights
Share options
30 June 2022
Cents
30 June 2021
Cents
(10.91)
(12.76)
1.85
(8.66)
(6.40)
(2.26)
30 June 2022
Cents
30 June 2021
Cents
(10.91)
(12.76)
1.85
(8.66)
(6.40)
(2.26)
30 June 2022
$'000
30 June 2021
$'000
(52,626)
(61,532)
8,906
(52,626)
(61,532)
8,906
(31,964)
(23,605)
(8,359)
(31,964)
(23,605)
(8,359)
30 June 2022
Number
of shares
30 June 2021
Number
of shares
482,348,909
369,117,021
-
-
-
-
106
107
Weighted average number of ordinary shares and potential ordinary shares used as the
denominator in calculating diluted earnings per share
482,348,909
369,117,021
Performance rights and Share Options granted to employees under the Performance Rights and Options Plan are considered
to be potential ordinary shares. These have not been included in the calculation of diluted earnings per share because
potential ordinary shares that would reduce a loss per share are not considered to be dilutive.
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES 33. Subsidiaries
34. Events occurring after the reporting period
Country of
incorporation
Class of
shares
30 June 2022
%
30 June 2021
%
Subsequent to the reporting date, Superloop Limited announced its intention to undertake an on-market share
buy-back for a maximum of 48,680,748 ordinary shares, representing 10.0% of the Company's issued share capital.
Superloop (Australia) Pty Ltd(1)
Superloop (Singapore) Pte Ltd
Superloop (Japan) K.K.
APEXN Pty Ltd(1)
CINENET Systems Pty Ltd(1)
BigAir Group Pty Ltd(1)(2)
Clever Communications Australia 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)
CyberHound Pty Ltd(1)
bvSubPartners Pty Ltd(1)
SubPartners Pte Ltd
Nuskope Pty Ltd(1)
GX2 Holdings Pty Ltd(1)
GX2 Technology Pty Ltd(1)
My Gossip Pty Ltd(1)
GX2 Communications Pty Ltd(1)
GX2 Technology Ltd
Global Gossip LLC
GX2 Technology Pte Ltd
GX2 Technology Limited
Superloop (Operations) Pty Ltd(1)
Superloop (Services) Pty Ltd(1)
Superloop (Software) Pty Ltd(1)
Superloop Broadband Pty Ltd(1)
Exetel Pty Ltd(1)(2)
Exetel Communications (Private) Ltd
Acurus Holdings Pty Ltd
Acurus Pty Ltd
Acurus Networks Pty Ltd
Acurus Solutions Pty Ltd
Tomi Broadband Pty Ltd
Australia
Singapore
Japan
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Australia
Australia
Australia
Australia
Australia
United Kingdom
USA
Fiji
New Zealand
Australia
Australia
Australia
Australia
Australia
Sri Lanka
Australia
Australia
Australia
Australia
Australia
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
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%
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%
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.
(2) These entities along with Superloop Limited are party to the deed of cross guarantee, Pursuant to the ASIC Corporations (Wholly-owned Companies) Instrument
2016/785 (ASIC Instrument), for the principal purpose of enabling these entities to take advantage of relief from the requirements of the Corporations Act to prepare
and lodge afinancial report.
108
Other than the above, there has not been any matter or circumstance occurring subsequent to the end of the financial
year that has significantly affected, or may significantly affect, the operations of the consolidated entity, the results of
those operations, or the state of affairs of the consolidated entity in future financial years.
35. Parent entity f inancial 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
Dividends paid
Reserves
Accumulated losses
TOTAL EQUITY
Profit / (loss) for the year
Total comprehensive profit / (loss) for the period
A. CONTINGENT LIABILITIES OF SUPERLOOP LIMITED (PARENT ENTITY)
As at 30 June 2022, Superloop Limited did not have any contingent liabilities.
30 June 2022
$'000
30 June 2021
$'000
40,529
439,019
479,548
9,328
149,022
158,350
83,080
537,452
620,532
1,386
63,669
65,055
623,967
590,927
(1,050)
(1,626)
(300,093)
321,198
(264,373)
(264,373)
(1,050)
1,320
(35,720)
555,477
(10,035)
(9,954)
109
SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES NOTES TO THE
CONSOLIDATED
FINANCIAL
REPORT
Directors' Declaration
In the directors' opinion:
a. the financial statements and notes set out on pages 62 to 109 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 2022
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(b) 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.
Paul Tyler
Chief Executive Officer & Director
26 August 2022
110
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
INDEPENDENT
AUDITOR’S
REPORT
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Level 23, Riverside Centre
123 Eagle Street
Brisbane, QLD, 4000
Australia
Phone: +61 7 3308 7000
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 2022, 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:
» Giving a true and fair view of the Group’s financial position as at 30 June 2022 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 responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Financial Report section of our report. We are independent of the Group in accordance
with the auditor independence requirements of the Corporations Act 2001 and the ethical
requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of
Ethics for Professional Accountants (including Independence Standards) (the “Code”) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical
responsibilities in accordance with the Code.
We 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
addressed in the context of our audit of the financial report as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte Organisation.
Key Audit Matter
How the scope of our audit responded
to the Key Audit Matter
Carrying Value of Goodwill Assets
As at the 30 June 2022 the Group’s goodwill balance totals
$181 million as disclosed in Note 13.
The assessment of the recoverable amount of the goodwill
and other intangible assets allocated to the cash generating
units (“CGUs”) or groups of CGUs requires management to
exercise significant judgement including:
» the determination of and the allocation of goodwill
to the CGUs or groups of CGUs; and
» the determination of the following key assumptions
used in the calculation of the recoverable amount
of each of the CGUs or groups of CGUs:
› the cash flow forecasts;
› terminal growth rates; and
› discount rates.
In conjunction with our valuation specialists our procedures
included, but were not limited to:
» obtaining an understanding of the process that
management undertook to determine the CGUs or
groups of CGUs and prepare the valuation models;
» evaluating and challenging the Group’s identified CGUs
and groups of CGUs and the allocation of goodwill to the
carrying value of the CGUs and groups of CGUs based on
our understanding of the Group’s business. This evaluation
included performing an analysis of the Group’s internal
management reporting;
» assessing and challenging:
› the cash flow forecasts by agreeing inputs in the cash
flow models to relevant data including approved budgets
and assessing forecasting accuracy by comparing historic
forecasts to actual outcomes;
› the annual and terminal growth rates against relevant
historical and industry data; and
› the discount rates applied, by comparing the
rates used to the discount rates calculated by our
valuation specialists.
» performing sensitivity analysis on key assumptions;
» testing the mathematical accuracy of the valuation
models; and
» assessing the appropriateness of the disclosures in
Notes 3 and 13 to the consolidated financial statements.
Acquisition of Exetel Pty Ltd and its controlled
entities (“Exetel”)
On 1 August 2021, the Group acquired 100% of Exetel for total
consideration of $118.9 million, consisting of $108.9 million
in cash and $10 million in Superloop Limited shares. The
acquisition has been accounted for using the acquisition
method as provided by AASB3 Business Combinations.
Identifiable intangible assets of $43 million were recognised
with $87 million of goodwill also being brought to account.
The identification and valuation of intangible assets,
including valuation techniques applied require
significant judgement.
Our procedures included, but were not limited to:
» Reviewing the executed agreements to obtain an
understanding of the transaction;
» Evaluating the appropriateness of the identification of
identifiable intangible assets;
» In conjunction with our valuation specialists, challenging
the key assumptions and valuation techniques used by
management in the valuation of intangible assets;
» Testing the mathematical accuracy of the purchase price
allocation and resulting recognition of goodwill; and
» Assessing the appropriateness of the disclosures in
Note 25 to the consolidated financial statements.
112
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
INDEPENDENT
AUDITOR’S
REPORT
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 30 June 2022, but does
not include the financial report and our auditor’s report thereon. Our opinion on the financial
report does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the financial report or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report
that gives a true and fair view in accordance with Australian Accounting Standards and the
Corporations Act 2001 and for such internal control as the directors determine is necessary to
enable the preparation of the financial report that gives a true and fair view and is free f rom
material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the
Group to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole
is free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the Australian Auditing Standards will
always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise
professional judgement and maintain professional scepticism throughout the audit. We also:
» Identify and assess the risks of material misstatement of the financial report, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
» Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
» Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
» Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Group to cease to continue as a going concern.
» Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether
the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
» Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities
within the Group to express an opinion on the financial report. We are responsible for the
direction, supervision and performance of the Group’s audit. We remain solely responsible for
our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where
applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we determine those matters that were of
most significance in the audit of the financial report of the current period and are therefore the
key audit matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 45 to 57 of the Directors’ Report
for the year ended 30 June 2022.
In our opinion, the Remuneration Report of Superloop Limited, for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
DELOITTE TOUCHE TOHMATSU
Tendai Mkwananzi
Partner
Chartered Accountants
Brisbane, 2 September 2022
114
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES
ASX ADDITIONAL
INFORMATION
ASX Additional Information
ASX ADDITIONAL
INFORMATION
(C) SUBSTANTIAL HOLDERS
Holding
Issued Shares
Percentage of
issued shares
1 J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
86,019,908
2 PERENNIAL VALUE MANAGEMENT LIMITED
3 NATIONAL NOMINEES LIMITED
4 CITICORP NOMINEES PTY LIMITED
60,625,389
59,100,419
49,486,392
5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
28,740,119
17.73
12.49
12.18
10.20
5.92
(D) UNQUOTED EQUITY SECURITIES
Options: A total of 8,428,052 unlisted options are on issue
Performance Rights: 2,181,458 Executive Performance Rights
and 1,066,000 General Performance Rights are on issue
(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.
(F) ON-MARKET BUY-BACK
Superloop has announced an on-market share buy-back on 4 July 2022 for a maximum
of 48,680,748 ordinary shares, representing 10.0% of the Company’s issued share capital.
The buy back period started 19 July 2022 and the proposed end date is 30 June 2023.
The following shareholder information was applicable as at 31 August 2022.
(A) DISTRIBUTION OF EQUITY SECURITIES
The Company has one class of shares on issue, fully paid ordinary and escrow shares.
Holding
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10001 to 100000
100001 and Over
Total
Unmarketable Parcels
Number of
Investors
Number of
Securities
1,972
2,577
1,243
2,241
189
8,222
1,340
1,008,498
7,029,606
9,369,507
61,762,119
406,065,759
485,235,489
441,600
%
0.21
1.45
1.93
12.73
83.68
100.00
0.21
(B) EQUITY SECURITY HOLDERS
The names of the twenty largest holders of quoted equity securities are listed below:
Issued Shares
Percentage of
issued shares
Holding
1
2
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
BEVAN ANDREW SLATTERY
3 NATIONAL NOMINEES LIMITED
4 CITICORP NOMINEES PTY LIMITED
5 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
6
7
ARGO INVESTMENTS LIMITED
WASHINGTON H SOUL PATTINSON
AND COMPANY LIMITED
8 UBS NOMINEES PTY LTD
9
ANNETTE ELIZABETH LINTON
10 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
11 BNP PARIBAS NOMS PTY LTD
12 WOODROSS NOMINEES PTY LTD
13 BRISPOT NOMINEES PTY LTD
14
BNP PARIBAS NOMINEES PTY LTD HUB24
CUSTODIAL SERV LTD
16 WIDE HORIZONS PTY LTD
17 JMRF PTY LTD
18 PARKER THOMPSON HOLDINGS PTY LTD
19 CS FOURTH NOMINEES PTY LIMITED
20 MR DENNIS JAY JOLLEY
Total
Balance of register
Grand total
86,019,908
60,625,389
59,100,419
49,486,392
28,740,119
22,541,176
9,441,536
9,069,595
7,920,792
6,579,235
6,152,692
5,356,145
3,770,239
2,417,647
1,980,198
1,639,730
1,639,730
1,027,989
950,000
366,843,753
118,391,736
15 NEWECONOMY COM AU NOMINEES PTY LIMITED
2,384,822
17.73
12.49
12.18
10.20
5.92
4.65
1.95
1.87
1.63
1.36
1.27
1.10
0.78
0.50
0.49
0.41
0.34
0.34
0.21
0.20
75.60
24.40
485,235,489
485,235,489
116
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES CORPORATE
DIRECTORY
DIRECTORS
AUDITOR
Peter O'Connell
Deloitte Touche Tohmatsu
Independent Chair and
Non-Executive Director
Richard Anthony (Tony) Clark
Non-Executive Director
Vivian Stewart
Non-Executive Director
Stephanie Lai
Non-Executive Director
Alexander (Drew) Kelton
Non-Executive Director
CHIEF EXECUTIVE OFFICER
Paul Tyler
COMPANY SECRETARY
Tina Ooi
REGISTERED OFFICE
Superloop Limited
Level 1, 545 Queen Street
Brisbane QLD 4000
Tel: +61 (7) 3905 2400
Level 23, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
www.deloitte.com/au
SOLICITORS
Baker & McKenzie
Level 8, 175 Eagle Street
Brisbane QLD 4000
www.bakermckenzie.com/australia
SHARE REGISTER
Link Market Services Limited
Level 21, 10 Eagle Street
Brisbane QLD 4000
www.linkmarketservices.com.au
Telephone: (within Australia):
1300 554 474
Facsimile: (02) 9287 0303
SECURITIES EXCHANGE LISTING
Superloop Limited shares are
listed on the Australian Securities
Exchange (ASX: SLC)
COMPANY WEBSITES
https://superloop.com
https://investors.superloop.com
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SUPERLOOP ANNUAL REPORT 2022SUPERLOOP LIMITED & CONTROLLED ENTITIES I
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Superloop Limited Annual Report FY22
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