2023
Annual
Report.
SUPERLOOP LIMITED | ABN 96 169 263 094
FY23 Highlights.
Total Revenue
$323.5m
29.5% growth vs PCP
Gross Margin
$116.9m
43.3% growth vs PCP
NPATA2
($3.7m)
81.5% change vs PCP
Operating Cash Flow
$43.2m
476.5% change vs PCP
Total Connections
368k
52.8% growth vs PCP
Achieved
positive NPATA
and FCF in 2H
1 Underlying EBITDA is calculated as Statutory EBITDA adjusted for non-recurring transaction/rebranding
costs as well as Share Based Payments and contingent consideration treated as remuneration.
2 NPATA is defined as Net Profit After Tax Adjusted for the non-cash amortisation of acquired intangibles
assets (including the non-cash expense related to the VostroNet acquisition consideration) and impairment.
Chair & CEO Message
Overview
Sustainability Report
Our Leadership Team
Business Performance
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Financial Report
04
06
12
26
30
34
50
77
78
Notes to the Consolidated Financial Report 84
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
Corporate Directory
135
136
140
142
Underlying EBITDA1
$37.4m
82.2% growth vs PCP
Leverage Ratio
0.5 times
FTTP and WiFi Lots
68.8k
60.4% change vs PCP
Chair & CEO Message
A message from the
Chair and the CEO.
On behalf of the Board of Directors of Superloop Limited,
We are also sharpening our focus on sustainability. I am
I am delighted to share the Annual Report for the financial
pleased to report that during the year, we have finalised
year ending 30 June 2023.
In last year’s report, I wrote of joining Superloop as Chair
because I saw it as a vibrant, dynamic, and growing
organisation. This year has well and truly affirmed that.
During the year, the Company successfully delivered on its
'3 in 3' turnaround strategy launched in 2021. The ambition
of this strategy was to triple the size of the business in three
years, and it is a testament to the hard work and dedication
of the team that this objective was met earlier than originally
expected. On many of the financial and operational metrics,
the Superloop of today is at least three times larger than the
Superloop of FY20. This year, the final year in that turnaround,
has also been successful.
Our financial results speak for themselves. We have achieved
record-breaking revenue with double digit growth across
all three of our customer-facing segments, underpinned
by strong organic growth, augmented by sensible and
disciplined acquisitions.
During the year, the Board was grateful for the investor
feedback and has reset our remuneration approach and
improved transparency of our remuneration disclosures.
This reset included:
• a comprehensive review of our remuneration
framework and disclosures;
• dialing up our engagement with shareholders and
proxy advisers to better understand their concerns; and
• engaging the services of Ernst & Young to ensure
professional guidance around the structure and
alignment of our executive remuneration.
our Environment, Social & Governance framework and
commenced a process to baseline our environmental
footprint. As we move forward, the Board is committed
to implementing sustainability initiatives that not only
demonstrate our responsibility as a good corporate
citizen, but also resonate positively with our customers
and investors.
Following the success of our previous three-year strategy,
the Board has endorsed a new 'Double Down' strategy,
which aims to double the Company’s size over the next three
years. We have affirmed our intention to continue our growth
trajectory by maintaining our cost leadership position, by
deepening and broadening our market penetration, and by
growing through accretive, strategic acquisitions.
In addition to thanking our investors and employees for
their support in FY23, I would also like to thank my fellow
Directors for their significant contribution to the ongoing
success of Superloop.
Peter O’Connell
Independent Chair & Non-Executive Director
4
SUPERLOOP ANNUAL REPORT 2023 Chair & CEO Message
FY23 was a watershed year for Superloop. We completed
Our company-wide digital transformation has continued to
our turnaround tripling the size of the business, launched the
realise cost savings, process improvements, reduced manual
brand to the market, and delivered our '3 in 3' turnaround
or double handling, and been externally recognised by the
strategy sooner than expected.
Australian Financial Review.
As we closed out the financial year, I am pleased to report
Our next three-year plan, 'Double Down' strategy, calls on
we exceeded guidance and delivered a total revenue of
our team to continue these efforts – maintain our strong
$323.5m, up 29.5% year on year. We grew our gross margin
cost leadership position, continue to expand our market
by more than 43% as well as our underlying EBIDTA by more
penetration, and look for opportunities to continue expanding
than 82%, and we’re on track to be NPATA positive in FY24.
our business and our customer offering through M&A.
Those are strong results and I am incredibly proud of the
This is an incredibly exciting time for Superloop. With your
Superloop team for making them a reality.
support, we have worked hard to refocus. We have worked
to create transparency of performance and results. We
have worked to leverage our infrastructure, the ingenuity of
our team, their passion for finding new and better ways of
delivering the internet, and now, backed by a brand that is
garnering attention and advocacy, we are ready to refresh
the internet experience for current and future customers.
Paul Tyler
Chief Executive Officer & Managing Director
There is a genuine sense of momentum within Superloop
and a determination to shake up the way internet is delivered.
And we are already seeing that reflected in our industry.
We set ourselves a goal to lead challengers to 30% market
share. In 2023 we have seen strong evidence of that, as the
challenger RSPs continue to take share from the established
players. Collectively, challengers are now sitting at 15.9%, up
from 10% in 2021.
We have realised a substantial upward trend in Superloop
brand awareness, likeability, and consideration, off the back
of our national ‘Refresh your internet’ campaign and our first
foray into TV advertising. Our brand launch, which kicked off
in earnest in Q4, has seen us achieve double digits in brand
awareness, and one in three Australians are aware of our
advertising campaign.
This investment in our brand, coupled with our values of
winning together, starting with the customer, and unleashing
possibilities, supported with disciplined M&A where
appropriate, has seen us deliver significant growth across all
three segments, with more than 368,000 customers
now accessing the internet courtesy of Superloop.
As part of our turnaround, we restructured the
Superloop business around three reportable
customer segments: Consumer, Business and
Wholesale. In this financial year, with the structures
in place, we pushed into the next phase: refreshing
customer experience. For Consumers, we
launched our Superloop app and rolled out
access to our award-winning, first-to-market
My Speed Boost™ innovation. For our Business
customers, cross-department collaboration saw us
create and launch four new products that deliver
a premium fibre offering that acknowledges key
business requirements, including symmetrical
speed offerings, higher speed benefits, and
tailored, local customer support.
Our strategic M&A activity has continued to deliver
rapid customer growth and portfolio expansion, with
successful integration of the MyRepublic customer
base in H2 and the VostroNet acquisition in H1.
Brand launch timeline.
Brand research & strategy
Rebrand validated
Creative agency appointed
Leo Burnett Australia
Launch announcement
New Superloop logo
Launch announcement
Superloop website
Campaign launch
Refresh your internet
Launch announcement
Superloop app
Super move launch
Lightspeed - 1GB Plan
TVC film production
TVC Spice Adams
Campaign launch
TVC Spice Adams
Super move launch
My Speed Boost™
Campaign launch
Superloop for Business
Campaign launch
Business Premium Fibre
Q3Q2Q1Q4 Overview
Refreshing
the Internet.
It’s literally the most marvellous innovation of our lifetimes. An innovation that has been
the catalyst for thousands of others. Social media. Digital banking. Pantless meetings.
And some other change is surely just around the corner. What never seems to change
in this country is the way we get our 'net...
We’re the fresh new player in the market. With a flash new network all of our own. And
a new attitude. One that seeks to overpower every pain point. To be as innovative,
creative and brilliant as the big mad mess of bits we oversee. So ditch the stuffy old
utility you’re with now for something brand new. Refresh your internet.
This is the manifesto that’s sprung from our partnership with
“And it’s worked. Our brand recognition, in just a few short
world class creative agency, Leo Burnett, and off the back of
months of the TV launch, has skyrocketed. Our likeability has
a month long research and strategy process that took place
soared, and importantly in a really congested, dull category,
in 2022.
In 2023, Superloop 2.0 launched to the Australian public with
a playful but provocative call to action: Refresh your internet.
We launched a new website, released the Superloop app,
deployed an intense digital and out of home campaign, and
we backed it all up with our TV debut in April.
“The idea behind featuring Spice Adams, our friend in the
bright yellow suit, was to demonstrate that Superloop is
of the internet. We get the internet better than anyone
else. And what’s more ‘internet’ than a meme? The second
part of the idea is that we’re refreshing the internet. And
we’re serious about that. So serious that we’re even begun
refreshing the memes,” says Ben Colman, Superloop’s Chief
Marketing Officer.
people see us as being unique. That’s what you want in a
challenger brand – to be seen, liked, and recognised as being
different from the same sameness of all the other ISPs.”
Building on the consumer launch, in H2 Superloop began
to promote the new Superloop for Business campaign in
earnest. Starting with a call out to Australian businesses
to ‘Biz Better’, the focus in recent months has been
supporting the launch of Premium Fibre and the four
new ‘made-for-business' plans – Basicbiz™, Totalbiz™,
Superbiz™, and Probiz™.
“There’s a lot more that we’re working on,” continues
Colman. “'Refresh your internet’ is a really strong call to
action and a really rich territory for Superloop. On top of
this, our unique Super Moves, like My Speed Boost™ and
Lightspeed already in market, plus the incredibly exciting
Super Moves we’ve got in the pipeline, are proof points that
support our claim and further evidence of our ability to be as
innovative and creative as the internet itself.”
7
SUPERLOOP LIMITED & CONTROLLED ENTITIES Overview
Creating a culture
of 'customer first'.
FY23 was truly the year of the customer for Superloop. Yes,
We launched our inaugural Graduate Program,
we launched a great looking new brand that brought us a lot
of attention. And yes, we continued to deploy game-changing
innovations and new products. And yes, we won some awards
and made some ink.
But at its core, FY23 was the year Superloopers committed
to bringing our recently launched behaviours to life. At our
with a view to attract young talent into Superloop
– people who can help us unleash possibilities
for customers - the best and brightest, internet
natives who think differently about our world,
who’ve grown up with social media and naturally
2022 employee conference in Brisbane, we shared the new
adopt AI as part of their daily habits.
Superloop Cultural Framework with our team and shared that
there would be three pillars that would inform all decision
making at Superloop: start with the customer, win together,
and unleash possibilities.
“And, we created a new corporate services team, combining
People & Culture, Work, Health & Safety, Company
Secretarial, Legal, Risk, Compliance, Regulatory and Facilities
In FY23, we got to see that Framework come to life.
into a single team. Our goal here was to bring together
“There was a whole host of highlights from a people
perspective in 2023,” says Tina Ooi, Chief Legal & Corporate
Officer. “We hosted our first ever employee conference in
Colombo which was focused on empowering the team to
speak up and step into their roles as customer advocates.”
“We held our second Australian employee conference
at Sydney’s iconic Luna Park, and worked with the team
on understanding and building out the role we all play in
delivering exceptional customer experience.”
the people that work behind the scenes to keep Superloop
match fit and primed to unleash possibilities. Creating
that centralised team and fostering that teamwork and
collaboration across those key support roles, will be crucial
to our ability to move forward with speed, support the wider
business, and set Superloop up for continuing success.”
This is just the start for Superloop. Bringing our behaviours
to life – starting with the customer, winning together, and
unleashing possibilities – is how we’re going to deliver on
our mission to refresh the internet.
Overview
Superloop milestone:
50,000 new customers
in 19 days.
Days before Christmas 2022, Superloop announced
another acquisition: 50,000+ MyRepublic subscribers
would be joining the Superloop network in the new year.
A transition team was immediately stood up with
representatives from Operations, Consumer,
Commercial, Finance, Legal, and Marketing.
Over a two-week period, daily stand ups were held, and
detailed plans created to ensure a seamless transition for
customers, one that supplied the right level of customer
communication without creating concern, guaranteed no
internet downtime, balanced the additional capacity on the
Superloop network, and ensured customers didn’t need to
resupply sensitive payment information.
The team worked to cleanse customer data, partnered
NBN partners,” said Paul Smith, Chief Operating Officer.
“For us, getting those relationships right, and having
everyone understand the role they play and who they can go
to for support or more information, was critical. Our Network
team worked closely with our partners at NBN to understand
all requirements so that we could ensure the customer
with third party financial services to inherit customer billing
experience was seamless.
information, planned around routine NBN outages and
locked Point of Interconnect (POIs), and navigated daily
transfer limits.
Each batch of customers migrated to Superloop was
carefully curated to ensure balance across our network, to
anticipate any potential call spikes to the Customer Support
team - with an emphasis on ensuring we could maintain our
rapid response and personal service - and to align as closely
as possible with the customer’s existing billing cycle.
Group Executive, Consumer, Mehul Dave echoed the
emphasis on getting the experience right. “We designed a
migration solution that absolutely starts with the customer.
We worked hard on taking the customer though what
they could expect during the migration with our comms,
as well as the benefits that would be unlocked once they
had migrated - from 'My Speed Boost™' and the Superloop
app, through to our Bundle & Save and Free with Friends
offerings. On top of this, we planned for an uptick in calls to
The full migration was completed in a record 19 days – a
our Customer Service team, and we worked on onboarding
testament to the team’s ability to design a solution that
and training a team dedicated to supporting former
starts with the customer, and implement plans by working,
MyRepublic customers.”
and winning, together.
“As a result,” concludes Paul, “We’ve been able to create
The success of the migration can be attributed to the
a successful formula for customer migration that will
collaboration between Superloop employees across all areas
undoubtably serve us as we continue to grow the
of the business, as well as third parties, and especially our
Superloop business.”
10
SUPERLOOP ANNUAL REPORT 2023 Building better
Business products.
The Superloop for Business team went from strength to
solution for any business. The tiered offerings come with a
strength in FY22. Recording double-digit revenue growth,
adding more than 50 new large corporate logos, and
range of features, depending on what the business partner
needs – from Speedblast™ and My Speed Boost™, to
expanding the product suite to include a just-for-business
dedicated Superloop Connectors and Account Managers
range of premium fibre products, the team were committed
and priority business-grade support.
to supercharging Superloop for Business.
“We know that business customers are all looking for
Group Executive, Business & Wholesale, Dean Tognella said,
better options and even greater value from their internet
"To refresh the business internet experience and break new
ground, we've introduced four new business fibre plans,
providers,” he continued. “With many
now facing greater economic pressures
and, in some sectors, a continued shift
to online business models, internet
offering organisations of all sizes a flexible range of tailored
connectivity has never been more
full-fibre options."
important for growth and sustainability.”
“We also know that no one size fits all for
With Basicbiz™ (ideal for up to 10 employees), Totalbiz™
(asymmetrical fibre for growing businesses), Superbiz™
business customers, and our new business plans reflect that.
We’ve listened to what the market is saying and created a
(cost effective and flexible symmetrical fibre services for
range of options backed by a support team that is on hand
businesses), and Probiz™ (for big businesses), there is a
to help them get the most out of their service.”
11
SUPERLOOP LIMITED & CONTROLLED ENTITIES Sustainability
Report.
Empowering Connectivity,
Fostering Sustainability
During FY23 Superloop advanced
a robust sustainability strategy that
reflects the values of our brand and
the ethos of our people. This year,
we’re pleased to present our first
Annual Sustainability Report.
Sustainability Report
Our Environment,
Social & Governance
(ESG) Framework.
To us, it was important to create a framework that would
Our ESG Framework
allow us to contribute to meaningful change within our
communities, but also one where we could support issues
that were significant for our stakeholders and our industry.
With this goal in mind, we engaged extensively with
shareholders, customers, suppliers, regulators, and
employees to identify the material topics that would form
the pillars of our ESG Framework.
Together with our brand and company values, our ESG
Framework is guiding our sustainability approach, reporting,
and decision making at Superloop.
Reduce our
environmental
impact
Make the most
of our influence
Just do the
right thing
Environmental Responsibility
We’re committed to reducing our carbon
emissions, improving energy efficiency, and
embracing responsible waste management
practices.
Social Impact
Our relationships with stakeholders and the
communities we operate in drive our initiatives,
including promoting diversity, ensuring fair
labor practices, and fostering digital inclusion.
Governance Excellence
Our robust internal practices ensure
effective decision-making, compliance,
and accountability, promoting long-term
sustainable growth.
14
SUPERLOOP ANNUAL REPORT 2023 Sustainability Report
Our goal, first and foremost, is to do the right thing by our
The first two IFRS Sustainability Disclosure Standards
employees, customers, suppliers, partners, our communities,
published by the ISSB are:
and our shareholders. The added bonus is that we know
when we proactively address ESG issues, we can create
sustained value for our stakeholders by safeguarding
Superloop’s long-term success, reducing risks, and driving
a)
IFRS S1, which is a general requirement for disclosure
of sustainability related financial information and
sets expectations for disclosure information about
a company’s sustainability related risks and
positive outcomes.
Reporting
We’re committed to consistent, transparent, and
comprehensive reporting.
We aim to adhere to best practice frameworks, integrating
internationally recognised standards such as the Financial
Stability Board's Task Force on Climate-Related Financial
Disclosures (TCFD), the Global Reporting Initiative, and the
Value Reporting Foundation framework.
We also note that The Australian Government is committed
to adopting internationally aligned reporting requirements
based on the final International Sustainability Standards
Board (ISSB) standards, and that (potentially as early as
FY24-25) listed entities such as Superloop would be required
to include climate disclosures as part of both the directors’
opportunities; and
b) IFRS S2, which sets out the requirements for a company
to identify, measure and disclose information about
climate related risks and opportunities.
In light of these increased reporting requirements,
Superloop has embarked on a process of further
enhancing its governance processes, controls and
procedures to monitor and manage sustainability related
risks and opportunities.
Meanwhile for FY23, while we believe our exposure to
ESG risks is limited, we maintain transparency by disclosing
any identified material risks in the Directors' Report.
In this Sustainability Report, we’ll cover Superloop’s
progress and performance across our material topics, so
that you have insights into our sustainability journey and the
report and the financial report.
impact we create.
15
SUPERLOOP LIMITED & CONTROLLED ENTITIES Sustainability Report
Reducing our
environmental impact.
Environmental Responsibility
We’re committed to reducing our carbon emissions,
improving energy efficiency, and embracing responsible
waste management practices.
We’re focusing on minimising our environmental impact so that we can contribute to a more sustainable future. We’ve
focused our efforts in two key areas: greenhouse gas (GHG) emissions reduction and responsible e-waste management.
Greenhouse Gas Emissions (GHG) Reduction
We’ve introduced initiatives to reduce our carbon footprint
We’ve also partnered with an external provider to complete
and increase our energy efficiency:
an initial assessment of our GHG emissions. This assessment
•
Increased Onsite Power Generation: We've invested in
onsite power generation solutions to reduce our reliance
on conventional energy sources and decrease our
greenhouse gas emissions.
• Employee Behavior Change Initiatives: We engage our
employees in energy-saving practices, encouraging
responsible energy consumption across our operations.
• Lighting and Meeting Room Automation: The
automation of lighting and meeting room booking
enhances energy efficiency by optimising energy usage
in our facilities.
will serve as a benchmark, guiding our future emission
reduction strategies. The insights garnered will inform a
tailored approach to minimising our carbon emissions in the
coming years. Our commitment extends beyond strategy
development. We’re dedicated to implementing impactful
actions outlined in the assessment, contributing to a more
sustainable future. While we are currently evaluating the
business costs associated with achieving Carbon Neutral
status, our commitment remains steadfast, with a focus on
meaningful change.
16
SUPERLOOP ANNUAL REPORT 2023 E-waste and Hazardous Waste Management
As a telecommunications company, we recognise our
relatively lower environmental impact generally compared
to certain other industries. However, we are fully aware
of the significance of responsible e-waste management.
E-waste is one of the fastest-growing environmental
challenges, demanding careful handling to avert detrimental
consequences. To address this issue, we’ve embarked on a
comprehensive e-waste recycling program.
Our e-waste recycling program contributes to:
• Safe Disposal: We prioritise the proper disposal
of hazardous electronic waste, such as batteries,
modems, servers, and laptops. This safeguards our
environment from potential harm caused by improper
disposal practices.
In FY23, our e-waste recycling program facilitated the
responsible recycling of over seven tonnes of waste,
underscoring our commitment to minimising the harmful
effects of electronic waste. By taking proactive measures
in e-waste management, we ensure that our operations
contribute to a cleaner, safer, and more sustainable world.
Conclusion
Our environmental sustainability initiatives underscore our
determination to do the right thing and be responsible
stewards of the planet. Through our relentless pursuit
of greenhouse gas emissions reduction and responsible
e-waste management, we’re shaping a future that embraces
innovation, accountability, and a healthier environment for
generations to come. As we continue on this journey, we
remain committed to transparency, continuous improvement,
• Resource Conservation: Recycling allows us to recover
valuable materials from electronic devices, reducing
and a greener tomorrow.
the need for virgin resources and mitigating the
environmental impact of raw material extraction.
17
SUPERLOOP LIMITED & CONTROLLED ENTITIES Sustainability Report
Making the most
of our influence.
Social Impact
Our relationships with stakeholders and the communities we
operate in drive our initiatives, including promoting diversity,
ensuring fair labor practices, and fostering digital inclusion.
At Superloop, we believe it’s our people who make the
Creating an open and transparent environment is pivotal to
difference. They’re the ones who drive innovation, take care
driving employee engagement. Our Office Vibe initiative
of our customers, and help us refresh the internet. So it’s
fosters continuous feedback and interaction, giving our
crucial to us that they view Superloop as more than just a
employees a platform to share their thoughts, concerns, and
workplace. It needs to be a community where every member
suggestions. This encourages a culture of mutual respect,
is valued, supported, and empowered. Our dedication
collaboration, and shared growth.
to fostering the well-being, growth, and engagement of
our employees forms the cornerstone of our success. This
section outlines the range of initiatives we’ve undertaken
over the past year to create a positive social impact.
Nurturing Well-being
Learning and Growth
Our belief in continuous learning is evident through our
comprehensive Learning and Development (L&D) programs.
Superloop’s online Go1 Platform provides access to
over 100,000 learning opportunities for all employees.
The mental and physical well-being of our people takes
Additionally, our $1500 Super Work allowance, and
centre stage in our endeavours. Our initiatives include:
Professional Development Leave encourages employees to
• Mental Health First Aider and First Aid Training:
Equipping our team with essential skills to provide vital
support to one another during challenging times.
• Employee Assistance Program: Offering confidential
counselling and support to help employees and their
families navigate life's complexities and maintain a
healthy work-life balance.
•
In-Office Flu Vaccination Programs: Prioritising the
physical health of our employees and safeguarding
their well-being.
• Well-being Related Employee Policies: Superloop
engage in L&D courses and opportunities aligned with their
roles, to support their professional development.
Recognising Excellence
Acknowledging and celebrating outstanding contributions
is an important element in creating a positive work
atmosphere. Our quarterly ‘SuperStar Awards’ recognise
high-achieving employees during regular town hall
meetings, honouring their exceptional contributions as
recognised by their peers.
Marking Milestones
offers a range of leave benefits for employees to assist
We celebrate the personal milestones that shape our
in their physical and mental well-being, including
employees' lives. Our Service Milestone and Life Celebration
Personal/Carer’s leave and Family and Domestic Violence
Gifts commend individuals for their dedicated service,
leave. During FY23, we have also introduced an Annual
including milestones at 3, 5, and 10 years, birthdays, as
leave purchase program.
well as significant life events like marriage and parenthood.
These gestures epitomise our commitment to being part of
our employees' remarkable journeys.
19
SUPERLOOP LIMITED & CONTROLLED ENTITIES Sustainability Report
Diversity & Inclusion
We demonstrate our commitment to diversity and inclusion
in a number of different ways:
• Parental Leave Policy: Offering 12 weeks of paid leave
• Fundraising Initiatives: Participating in events like City
to Surf, Bridge to Bay, and Sock & Scarf Day, actively
supporting causes that drive positive change.
after 12 months of employment to support new parents.
• Partnerships: Collaborating with the Telco Together
•
Inclusive Facilities: Dedicated Prayer Rooms at each
office, as well as Inclusive Bathrooms, reflecting our
Foundation and the Domestic Violence Collective to
raise awareness and participate in various initiatives.
commitment to fostering an equitable environment.
We have actively engaged with various impactful initiatives:
• Gender Pay Gap and Equal Opportunity: Incorporating
steps in the FY23 annual remuneration review process
• Telco Together Foundation (TTF): Superloop is a
member of the TTF, which is an industry driven
across the company to close any gender pay gap across
not-for-profit organisation that undertakes collaborative
the organisation. We‘re also committed to improving
projects that build on telecommunications technology,
WGEA reporting and are targeting a score and ranking
reach and resources to support social causes such as
which is higher than the industry average.
modern slavery, domestic and family violence and
•
International Women's Day Celebrations: Highlighting
the contributions of women in Science, Technology,
Engineering and Mathematics (STEM) at Superloop, as
building resilience in young Australians.
• DV Collective Partnership: As a "champion partner," we
support the DV Collective with monetary contributions
well as celebrating those who have helped us promote
and are seeking to design a set of discount products
gender equality in our industry and workplace.
and services, as well as participating in initiatives to
• Cultural Celebrations: Embracing diverse cultural days
to strengthen inclusivity and mutual understanding.
Our commitment to inclusion extends beyond borders.
We are conscious of the fact that a large proportion of our
employees are based outside of Australia. We supported
our Sri Lankan based employees during recent challenging
raise awareness of domestic violence.
• School Student Broadband Initiative (SSBI): Partnering
with the government to provide free internet to
underprivileged students, empowering their education.
• Foundation of Good: Developing a partnership with this
Sri Lankan Not-for-Profit, aligning with our commitment
economic times, ensuring their salaries are pegged to a pre
to uplift communities in the places in which we operate.
currency float AUD exchange rate to mitigate inflationary
pressures they are experiencing.
Conclusion
Community Engagement
Our commitment to people goes beyond the
boundaries of our workplace. For Superloop, our goal
Our corporate social responsibility efforts aim to support
is to unleash unlimited possibilities for people, whether
the communities we operate in, fostering meaningful
that’s through connectivity, or as part of our drive to
relationships and positive contributions. We invest in:
creating a positive and impactful environment. As we
• Community Service Leave: Providing five days of
annual leave for employees to engage in volunteer
work and contribute to causes they care about.
progress, we remain unwavering in our pursuit of
excellence in people-centric initiatives and responsible
business practices. In the upcoming fiscal year, our focus
remains on amplifying our social value contribution and
building on our community partnerships, united in our
quest for enduring positive change.
20
SUPERLOOP ANNUAL REPORT 2023 Sustainability Report
Just do the right thing.
Governance Excellence
Our robust internal practices ensure effective
decision-making, compliance, and accountability,
promoting long-term sustainable growth.
We’ve adopted robust governance policies that support
policies. We’ve also formalised our core values, and
our operations, ensuring ethical practices and inclusivity
embedded them in a Code of Conduct, all of which
across the company. Our approach to governance
provide a clear framework for ethical decision-making,
encompasses formal policy oversight and compliance
driving integrity throughout our organisation.
training, building and fostering a culture of transparency,
responsibility, and sustainability.
Policy Oversight and Compliance Training
We acknowledge the critical role of policies in guiding our
actions and upholding our values. Superloop has put in
place formal policies in relation to areas such as gifts and
entertainment, Anti-bribery & Corruption and Whistleblower
To ensure consistent adherence to these policies, we
conduct compliance training annually. This training
equips our team with the necessary knowledge and skills
to navigate complex scenarios, including dealing with
customers in financial hardship, modern slavery
obligations, support for those affected by domestic
and family violence, and ethical considerations
surrounding gifts and entertainment.
21
SUPERLOOP LIMITED & CONTROLLED ENTITIES Sustainability Report
Ethical and Sustainable Procurement
Our commitment to ethical practices extends beyond our
For our indirect employees, we ensure that any
immediate operations to our supply chain. We’ve introduced
third-party provider is complying with not only the
an Ethical and Sustainable Procurement Policy, reflecting
our proactive stance against modern slavery, forced labour,
human trafficking, and hidden exploitation. This policy also
encompasses anti-bribery and corruption measures, fraud
prevention, and money laundering safeguards.
Our suppliers are required to uphold the highest ethical
standards and are also held accountable for their
environmental impact. Our policy requires them to address
their own Greenhouse Gas (GHG) emissions, manage
e-waste and hazardous waste responsibly, prioritise
sustainable materials, minimise packaging waste, and
conserve resources generally.
relevant local laws but also the principles of the
International Labour Organization covenant on
Civil and Political rights.
They are also required to report on their own Modern
Slavery risk and any investigations by relevant
employment law regulators.
• Suppliers: Monitoring our suppliers for performance
and choosing to engage with those who are more likely
to have their own mandatory modern slavery reporting
requirements and relevant policies on Human rights and
Anti-Corruption. Alongside the Ethical and Sustainable
Procurement Policy, we also have a Supplier Code of
Conduct that sets out the minimum standards we expect
The Ethical and Sustainable Procurement Policy is
from our suppliers and forms part of our standard
reinforced by a Supplier Code of Conduct, which requires
purchasing terms and supplier contracts. We have
our suppliers to align with our values, ensuring that our
asked all new suppliers to sign and comply with the
partnership network maintains the highest ethical and
responsible standards.
Our procurement process itself prioritises the engagement
of approved and preferred suppliers. This approach not
only fosters strong partnerships but also ensures that our
Supplier Code of Conduct and are actively rolling it out
to the remainder of our suppliers focusing on high-risk/
high-spend suppliers first.
Superloop’s Modern Slavery Statement is located on the
Superloop Investor Centre website.
Superloop Investor Centre website.
procurement activities are guided by established ethical and
Board-related Initiatives
sustainability criteria.
Modern Slavery
Building on the work undertaken in FY22, Superloop
remains committed to protecting the human rights of those
we employ and work with. We see this as core to doing
the right thing. Most recently we have joined the Telco
Together Foundation, in order to participate in the industry
Roundtable on Modern Slavery.
We also know that our progress is a journey. Which is why
we’re committed to enhancing our governance structure
through continuous improvement. Our recent Board renewal
program, including the appointment of an independent
chair, demonstrates our commitment to leadership diversity
and robust oversight.
In pursuit of transparency, we’ve undertaken significant work
in bolstering our disclosure and reporting mechanisms,
particularly in relation to remuneration. We’re dedicated
As documented in our Modern Slavery Statement,
to maintaining an open dialogue with our stakeholders,
we have also implemented a number of other key
engaging in consultations on our FY24 and beyond
initiatives including:
remuneration structure, and ensuring alignment with
• People: Complying with all local laws at a minimum, but
also looking to go above and beyond in providing not
only a safe and fair working environment, but one where
all Superloop employees feel respected and appreciated.
industry best practice.
22
SUPERLOOP ANNUAL REPORT 2023 Cybersecurity
Our focus on cybersecurity risk management remains
Our cybersecurity management program is comprised
a high priority. We’ve invested significant efforts in
of the following key components:
safeguarding customer data and information, implementing
comprehensive cybersecurity measures to protect against
potential threats and breaches. In addition, we’re excited by
the opportunity to work alongside our peers as part of our
Telco Together Foundation membership on the role we can
play in keeping Australians cyber safe.
Management of cybersecurity risk continues to be a
high priority for Superloop. Superloop’s cybersecurity
management program is consistent with International
Organization for Standardization (ISO) Information Security
Management standards ISO 27001: Information security
management systems and ISO 27002: Information security,
cybersecurity and privacy protection — Information security
controls. Superloop is ISO 27001 accredited by the British
Standards Institution and we are regularly audited to
maintain this accreditation.
• Monitoring: Our external facing systems are
monitored continuously. Monitoring covers third parties,
Superloop web applications/domains and Superloop
email server settings.
• Testing: We perform penetration testing across our
external facing systems to identify and remediate risks
arising from any potential system weaknesses.
• Vulnerability Scanning: Superloop performs regular
vulnerability scanning of external facing systems to
identify and remediate potential vulnerabilities.
• Training and Awareness: Activities such as mandatory
cyber risk training, employee phishing email simulations
and regular cyber risk communications are conducted to
maintain ongoing employee cyber awareness.
• Access Controls: Superloop has in place authentication
controls including minimum password standards,
multifactor authentication and audit log monitoring.
24
SUPERLOOP ANNUAL REPORT 2023 • Email Security: Controls to prevent phishing, spam,
For further detail, please see the ‘Strategic Risks’ section
malware and malicious scripts being sent to employee
page 39 of this Report and our 2023 Corporate Governance
email inboxes.
Statement available on our website.
website
• Network Intrusion Detection System (IDS):
Potential network related attacks are detected and
Conclusion
triaged. Potential attacks are analysed and remediated
as appropriate.
• Australian Cyber Security Centre (ACSC) membership:
ACSC provides regular threat intelligence notifications
to members to assist them in detecting and remediating
emerging threats.
Risk Management
Our Compliance, Risk & Regulatory function is responsible
for ensuring the successful implementation of the risk
management framework. The Board Risk and Compliance
Committee and the Executive Leadership Team (ELT)
generally have oversight of this work.
Our governance practices reflect our commitment to
ethical conduct, inclusivity, and sustainability. Through
robust policies, compliance training, responsible
procurement, and continuous improvements, we lay the
groundwork for a transparent, accountable, and resilient
organisation. As we move forward, we remain committed
to upholding the highest standards of governance and
fostering a culture of integrity and responsible
decision-making in every facet of our operations.
25
SUPERLOOP LIMITED & CONTROLLED ENTITIES Our Leadership Team
Our Leadership Team.
PAUL TYLER
Chief Executive Officer & Managing Director
Experience and expertise
At the Superloop helm as CEO & Managing Director, Paul Tyler is in his fourth year with Team
Superloop. Dedicated to turning the business around and making Superloop the leading challenger
in the industry, on his watch, Paul’s delivered a refreshed leadership team, relaunched the Superloop
brand, and primed the business to unleash unlimited possibilities.
With decades of experience in the industry, including Group MD roles at Telstra, APAC President at
Nokia, and most recently as Chief Customer Officer for NBN’s business division, Paul knows telco
back to front.
LUKE OXENHAM
Group Chief Financial Officer
Experience and expertise
Luke Oxenham leads the Finance team. They partner with the rest of the business to ensure
transparency of financial process, consistency of measurement and reporting, and adherence to
budgets and targets. In addition, Luke leads Superloop’s investor relations activities, making sure
that Superloop is an open book for investors and analysts. On top of this, ESG sits with Luke and
co - making sure at Superloop we do our bit to help community and the environment.
With more than 25 years of banking, insurance, accounting, infrastructure, and property industry
experience, Luke has previously held CFO roles at three listed companies including ASX-listed
Genworth Mortgage Insurance Australia Limited, Intoll Group, and Seeing Machines, as well as
senior positions at Macquarie Infrastructure Group, Deutsche Bank, and National Australia Bank.
TINA OOI
Chief Legal & Corporate Officer
Experience and expertise
Working behind the scenes to prime Superloop to capitalise on all opportunities, Tina Ooi leads
Legal, Company Secretarial, Risk & Compliance, WH&S, and People & Culture at Superloop.
Supported by an incredible team, Tina’s role is to champion employee engagement and
development, rigorously protect Superloop and its customers, and prepare the business for its
rapid growth pursuits.
With 25 years’ experience in governance roles in industries including energy and financial services,
and roles including General Counsel and Company Secretary at ME Bank and Jemena/Zinfra, Tina’s
passionate about great corporate citizenship and people development.
26
SUPERLOOP ANNUAL REPORT 2023 Our Leadership Team
BEN COLMAN
Chief Marketing Officer
Experience and expertise
Leading the charge to make Superloop famous, Ben Colman and his team are working to
supersize the Superloop brand by rapidly increasing awareness, likeability, and consideration.
As CMO, Ben oversees marketing, PR, social media, and employee communication.
With a decade as CMO at Superloop and formerly Exetel, Ben’s passionate about refreshing
a dry category. Prior to joining telco, Ben led some of Australia’s most creatively awarded and
successful advertising agencies, spending many years working with clients such as Virgin,
Coca-Cola, Nestle, Unilever, and HSBC.
MEHUL DAVE
Group Executive, Consumer
Experience and expertise
Mehul Dave and his team are the Consumer customer champions. They exist to make the internet
experience super for couples, families, work from home-rs, gamers, streamers, students – basically
anyone and everyone who wants internet at home and mobile while they roam. From GTM and
customer insights, through to customer support, Mehul is dedicated to making Superloop a place
customers can turn to and never churn from.
With a strong background in telco and utility services, Mehul’s held positions at Energy Australia,
Vodafone, and Hutchison Telecoms.
NICK PACHOS
Chief Commercial Officer
Experience and expertise
Helping Superloop unleash the unlimited possibilities of the internet, Nick Pachos and his team are
the product designers, developers, and engineers that create our commercial offers. Working across
consumer, business, and wholesale, Nick and co manage the products, create the bespoke customer
portals, and drive growth in our product portfolio by leveraging our extensive infrastructure assets.
Nick’s got more than 20 years’ experience in key leadership positions across the telecommunications
industry, most recently at TPG Telecom.
27
SUPERLOOP LIMITED & CONTROLLED ENTITIES Our Leadership Team
28
PAUL SMITH
Chief Operating Officer
Experience and expertise
Tasked with keeping the Superloop network performing at its peak, Paul Smith leads operations
at Superloop. His team ensure we have the technology and the capacity to keep our customers
connected, and living their best internet lives. His team includes networks, fibre ops, fixed wireless,
WiFi, as well as IT, cyber security, and projects.
Paul has more than 20 years’ experience in operational and technical leadership across many
industries including manufacturing, resources, logistics and telecommunications, as well as more
than six years at Superloop.
DAISY STAMPFER
Group Executive, Strategy & Transformation
Experience and expertise
The world of telco – and indeed tech – is full of innovation, change, and countless opportunities.
The Superlooper tasked with keeping Superloop across all of this is Daisey Stampfer. As the lead
for M&A, data and analytics, and AI, as well as the Exec responsible for transformation, Daisey
and her team partner with all units across Superloop to provide guidance, structure, and project
management as we deliver on Superloop’s strategy.
With more than 15 years’ experience in technical and non-technical leadership roles at organisations
like Bosch, Thales, Telstra, and more recently NBN Co, Daisey’s passion lies in defining an engaging
strategy and finding solutions to enable challenger organisations to compete with established
leaders in mature markets.
DEAN TOGNELLA
Group Executive, Business & Wholesale
Experience and expertise
The advocate for Business and Wholesale customers, Dean Tognella is tasked with growing the
business part of the Superloop business. With sales, GTM, and delivery within his portfolio, Dean
and his team have grown Superloop’s white labelling capabilities, scaled up the smart community
offering, and deployed a set of premium-fibre, just-for-business products that’ll refresh how Aussie
businesses do internet in FY24 and beyond.
With extensive industry experience working across complex technology projects and evolving
networks, Dean’s worked for KPMG, PWC, IBM, NBN and Optus.
SUPERLOOP ANNUAL REPORT 2023 Our Leadership Team
29
SUPERLOOP LIMITED & CONTROLLED ENTITIES Business Performance
An award-winning
performance.
Superloop was recognised for innovation,
transformation, speed, and excellence.
AFR’s Digital Transformation Leaders Awards
(Technology, Media & Communications)
Group Executive, Strategy & Transformation, Daisey Stampfer, “I’m so proud of
the work the team has put into our digital transformation. We’re two years into a
three-year program and we’ve made incredible inroads. For us, having the detailed
integration plan from the outset of the acquisition, coupled with the culture we’ve
worked to create – one that empowers our people to take sensible risks so long
as they’re grounded in delivering a truly great customer experience – is the key to
success, and it’s what’s driving our digital transformation.”
Mozo’s Experts’ Choice for Super-Fast Broadband
Chief Operations Officer, Paul Smith, “The name ‘Superloop’ has been synonymous
with ‘speed’ since we started out. And that’s no accident. Our view is that internet is
a key driver of connectivity, of the economy, of creatity and innovation. It’s core. And
it needs to work and work well. It’s a real thrill to be recognised by the experts for our
superfast internet. With that said, we’re not stopping there! Our goal is to be known
for more than just speed. Watch this space!”
30
SUPERLOOP ANNUAL REPORT 2023
Business Performance
Canstar Blue’s 2023 Innovation Excellence in
Telecommunications Awards for My Speed Boost™
Chief Marketing Officer, Ben Colman, “A core belief at Superloop is that if we’re not
working harder for our customers, we’re doing it wrong. We’ve got an incredible team
of really clever engineers and developers who know our network back to front. When
we were talking about how we could help customers who have multiple internet users
at home manage peak periods, we looked to create functionality that could give more
control of their speed. And just like that, My Speed Boost™ was born. But importantly,
we wanted to make it free. That seemed like a no brainer: we can do it, we should do
it, and it should be free.”
Palo Alto’s A/NZ Managed Services Security Provider
of the Year
At the time, Group Executive, Business & Wholesale, Dean Tognella said of
the win, “I’m thrilled Palo Alto has recognised our team as a provider of the year.
It’s a terrific endorsement of our ability to work together to deliver solutions that
meet the complex security needs of Australian businesses and corporates. Never
has security been so top of mind for business. Now more than ever, partners are
needed who understand the environment and can offer high quality, tailored
solutions designed for them.”
SUPERLOOP LIMITED & CONTROLLED ENTITIES
31
MARSEILLE
HONG KONG
SINGAPORE
DARWIN
BRISBANE
PERTH
ADELAIDE
SYDNEY
MELBOURNE
CANBERRA
HOBART
32
SUPERLOOP ANNUAL REPORT 2023
SAN JOSE
LOS ANGELES
JAPAN
GUAM
INDIGO CABLE SYSTEM
AUCKLAND
SINGAPORE
PERTH
SYDNEY
ASIA PACIFIC FIBRE NETWORK
International Fibre Network
INDIGO West
Intercapital Fibre Network
INDIGO Central
SUPERLOOP LIMITED & CONTROLLED ENTITIES
33
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 2023.
Directors' Report
DIRECTORS
The following persons have been Directors or appointed
Through this strategy, we have reset Superloop’s foundations
as Directors, during the period since 1 July 2022 and
and transformed the Company. We have restructured the
up to the date of this report:
• Peter O’Connell
• Richard (Tony) Clark
• Vivian Stewart
• Alexander (Drew) Kelton
• Stephanie Lai (retired 1 March 2023)
• Paul Tyler
• Helen Livesey (appointed 2 March 2023)
• Gareth Turner (appointed 2 March 2023)
ABOUT SUPERLOOP
business around three market segments, simplified our
portfolio, invested in our networks and systems, rebuilt our
go-to-market capability and invested in our sales capability.
As a result, we have created a strong, stable and well
capitalised base on which to deliver growth in both revenue
and profitability moving forward.
A new ‘Double Down’ strategy has now been set for
FY24 and beyond, with a stated ambition of doubling the
size of the business between now and the end of FY26.
Our ambition is to maintain our cost leadership position,
provide deeper and broader market penetration through
portfolio richness and continue to accelerate growth
Founded in 2014, and listed on the ASX since 2015,
organically and via M&A.
Superloop operates in three segments of the market:
Our three-year goal is to reach cashflow positive
Consumer, Business and Wholesale connectivity. All
operations (excluding M&A), move to NPAT positive,
segments leverage Superloop’s investments in physical
double FY23 revenue and expand EBITDA margin quality
infrastructure assets that include fibre, subsea cables, and
to mid to high teens.
fixed wireless, as well as Superloop’s software platforms.
Hundreds of thousands of homes and businesses rely on
Superloop, Exetel and the other brands within the Group
for their connectivity needs.
PURPOSE AND VISION
ESG FRAMEWORK
At Superloop, our purpose is to enable better internet
through competition, and this is about more than just
providing internet connectivity; it is about enabling better
connections for communities, contributing to a sustainable
Superloop’s purpose is to enable better internet for
future, and fostering innovation. Our commitment to
all Australians through offering great products and services
Environmental, Social & Governance (ESG) principles
and the creation of competition. Superloop aims to
underpins our core values, strategy, operations, and
lead the challenger internet players (both traditional and
stakeholder relationships.
non-traditional) in the Australian market to a combined 30%
market share by leveraging its secure “Infra-on-Demand”
platform and in so doing, will strive to deliver superior
capital returns to its investors.
STRATEGY
Superloop launched it’s ‘3 in 3’ strategy in late 2020, this
strategy was designed to grow the business – by revenue,
EBITDA and customer numbers – three-fold in 3 years. We
are pleased to report that the business has delivered against
all three key strategic metrics with Underlying EBITDA from
ongoing operations increasing 277% to $37.4m in FY23
(from $13.5m FY20), revenue increasing 301% to $323.5m
We recognise that our obligations to our shareholders
extend beyond financial returns to shareholders. In FY23,
Superloop engaged extensively with our stakeholders,
ranging from shareholders and customers to suppliers,
regulators, and the communities we serve, to enable us to
better understand their needs and expectations, and to
develop a comprehensive understanding of our broader
responsibilities to our stakeholders.
Based on this engagement, we have identified the material
sustainability topics that are important to both our business
and our stakeholders. These material topics form the
foundation of our ESG framework, guiding our sustainability
(from $107.6m in FY20) and growth in the customer base of
approach, reporting, and decision-making processes.
more than 1000% across the period.
Directors' Report
Our Sustainability Objectives
Strategic
Environmental
Responsibility
We are committed to reducing our
carbon emissions, improving energy
efficiency, and embracing responsible
waste management practices
On the Strategic front, the Group continued to drive
business growth across all three core Australian customer
segments, and built significant financial strength and
momentum through a number of strategic portfolio
transactions, including:
Social Impact
Our relationships with stakeholders and
a) The acquisition of the VostroNet business for
the communities we operate in drive our
initiatives, including promoting diversity,
ensuring fair labour practices, and
fostering digital inclusion
$35 to $50 million2 cements our position as a leading
provider of Fibre to the Premises and intelligent
WiFi networks for multi-dwelling units and broadacre
developments. Completion of the transaction occurred
Governance
Excellence
Our robust internal practices ensure
on 1 November 2022; and
effective decision-making, compliance,
b) The acquisition of 50,000 new consumer home
and accountability, promoting long-term
broadband subscribers from MyRepublic at a cost of
sustainable growth
$250 per migrated customer. The migration to the
Superloop network was completed on 7 March 2023.
Our overarching goal is to create sustainable value for all
stakeholders. By proactively addressing ESG issues, we
Consumer
believe we can safeguard our company's long-term success,
FY23 was another great year for the Consumer segment.
reduce risks, and drive positive outcomes.
Reporting
The acquisition of the MyRepublic customer base along
with continued organic growth from the Superloop brand,
saw the total number of consumer broadband subscribers
Superloop is committed to transparent and comprehensive
increase from 166k at 30 June 2022 to 243k at 30 June 2023.
reporting. We aim to adhere to best practice frameworks,
integrating internationally recognised standards such
as the Financial Stability Board's Task Force on Climate-
The growth in subscriber numbers led to an increase in
Consumer revenue of 37.4%, up from $130.9 million in FY22
to $179.8 million in FY23. The Gross Margin contribution
Related Financial Disclosures (TCFD), the Global Reporting
Initiative, and the Value Reporting Foundation framework.
This approach ensures that our reporting reflects the highest
from the Consumer segment also increased from $30.7
million in FY22 to $52.4 million in FY23, an increase of
70.6%. A great result on the back of increased capacity
level of accountability, transparency, and comparability.
usage across the NBN1.
While we believe our exposure to ESG risks is limited, we
maintain transparency by disclosing any identified material
risks in the Directors' Report.
FY23 REVIEW OF OPERATIONS
Operating Environment
Over the last year Superloop’s share of the NBN residential
market has increased from 2.0% as at 30 June 2022, to 3.1%
as at 31 March 20231, demonstrating clear subscriber and
revenue growth momentum. In FY23, these results have
been delivered by:
a) Increased investment in marketing and promotion to
The NBN/Connectivity market in which Superloop
grow brand awareness;
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 share in total
from 12.6% to 15.4% as at 30 March 20231.
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 customer; and
d) Creating efficiencies in cost to serve.
2 Including contingent shares and contingent earn out payments deemed as remuneration.
1 NBN Wholesale Market Indicators Report, ACCC
37
SUPERLOOP LIMITED & CONTROLLED ENTITIES Directors' Report
With over 8.7 million homes now on the NBN1, consumers
result of organic growth in both the Exetel and Superloop
can switch to challenger providers like Superloop in minutes
brands in addition to the acquisitions of the MyRepublic
and get better performance and customer service at a
customer base and the VostroNet business.
lower price. The Group believes that the macro market
environment is set to increase customer switching.
On a statutory reported basis, the Group generated earnings
before interest, tax, depreciation and amortisation (EBITDA)
With the network build complete, the incremental cost of
of $25.6 million compared to $12.7 million in FY22 on a
delivering services to new customers for Superloop is now
like for like basis. On an underlying basis (adjusting for
marginal and the segment is now primed for investment in
the impacts of transaction costs, rebranding, contingent
accelerating profitable customer growth.
consideration and share based payments) the EBITDA for the
Business
In FY23, the acquisition of VostroNet, significantly
strengthens our position in the student WiFi market,
whilst also unlocking a new revenue stream through the
FTTP business. Further improvement will be seen in FY24
with a full year of included operating results.
Group was $37.4 million in FY23 compared to $20.5 million
in FY22, an increase of 82.2%.
The Group had a full year net loss after tax from continuing
operations of $43.2 million in FY23 compared to $61.5
million in FY22. The FY23 impairment of $2.4 million relates
primarily to the write down of historical assets during the
implementation of a new ERP system.
Business services increased 66% to 89k during the year.
Whilst the VostroNet acquisition was a significant driver in
Financial Position
growth, it was also pleasing to see continued organic growth
At 30 June 2023, the Group held property, plant and
in the small, medium and large sub-segments. Revenue in
equipment (primarily the construction of its domestic and
the Business segment increased 23.9% compared to the
subsea fibre networks) of $126.7 million, and intangible
prior corresponding period, increasing from $80.5 million
assets of $325.0 million including rights to access (via
in FY22 to $99.8 million in FY23.
Indefeasible Rights to Use (IRU) agreements) network
The Gross Margin contribution of the Business
segment increased 50.4% from $25.3 million in
FY22 to $38.0 million in FY23.
Wholesale
capacity in Australia and Singapore as well as intangible
assets arising from business combinations. Intangible assets
include $166.8 million of Goodwill.
During the period, Goodwill increased from $166.2 million
(restated, refer to Note 14 and Note 27) to $166.8 million.
The strategic goal of the Wholesale segment is to be the
The increase reflects the additional Goodwill booked from
trusted Wholesaler of choice for more challenger brands
the acquisition of VostroNet in the Business segment.
and enable Superloop and those other challenger brands to
increase their market share to 30%.
Cash Flow Performance
Continuous improvements in functionality and automation of
the Superloop Connect platform have continued throughout
FY23, driving improved operating results.
Wholesale revenue of $43.9 million increased 14.6%
compared to the prior corresponding period of
$38.3 million in FY22.
The Gross Margin contribution of the Wholesale segment
increased 3.5% from $25.5 million in FY22 to $26.4 million in
FY23, with full year gross margin back on target at 60.1%.
FINANCIAL AND OPERATING PERFORMANCE
Revenue and Profitability
The Group’s revenues from continuing operations were $323.5
million in FY23 versus $249.7 million in the previous financial
year, an increase of 29.5%. The improved performance is the
The Group’s operating activities generated a positive cash
inflow of $43.2 million compared to an outflow of $11.5
million in the prior year. The favourable movement in cash
from operating activities was predominantly driven by higher
cash flows generated from improved margins and improved
management of both debtors and creditors within the business.
The Group’s investing activities resulted in a cash outflow of
$77.4 million compared to an inflow of $7.4 million in FY22.
The result in FY23 reflects the acquisition of VostroNet, the
purchase of the MyRepublic subscriber base and IRUs.
The Group’s financing activities resulted in an outflow of
$18.4 million compared to an outflow of $3.9 million driven
by share buyback activity, and purchase of treasury shares.
Overall, excluding the impact of foreign exchange
movements, the Group’s cash declined by $52.6 million
over the course of the year.
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SUPERLOOP ANNUAL REPORT 2023 Directors' Report
RISK MANAGEMENT
Risk is inherent in all our business activities and effective risk
management is crucial to achieving our objectives. Effective
risk management provides the business with insights to
support effective forward-looking decision making and
competitor advantage.
How We Manage Risk
Superloop is committed to providing confidence in
The following diagram provides an overview of the
our operations through adopting a comprehensive and
Superloop Risk Management System (RMS). The RMS
systematic approach to the management of risk and
provides the foundation for the management of Superloop’s
opportunities, underpinned by a strong risk culture, to
material business risks.
deliver greater certainty and rewards for our stakeholders.
Our Strategy and
Cultural Framework
Risk Management Policy
Risk Appetite Statement
Risk Management Standard
Risk Assessment Process
Establish the Contact
Identify Risks
Assess Risks
Evaluate Risks
Manage Risks
Monitoring and Assurance
Training, Risk Management Guide, Tools and Templates
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39
SUPERLOOP LIMITED & CONTROLLED ENTITIES
Directors' Report
Material Business Risks
The material business risks faced by the Group that may have an effect on its financial prospects are outlined below:
Material Business Risk
Overview
Competition, pricing
Superloop operates in a competitive landscape alongside other owners and operators of
and disruption
telecommunications infrastructure with competing offerings and a geographically diverse
presence. The competitive environment continues to evolve and failing to appropriately
respond could result in a decline in our financial performance and asset valuations. In addition,
demand for technology infrastructure can change rapidly due to technological innovation, new
product introductions, declining prices and evolving industry standards, among other factors.
The risk of disruption to the Consumer business remains escalated with further significant
capital investment in 5G deployment. 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 develop or acquire and integrate new technologies into its telecommunications
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 the following key activities:
• Considering emerging technologies, societal trends and the competitive environment as part
of its strategic planning and review processes;
• 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
• Considering merger and acquisition and capital recycling opportunities that can
support and accelerate growth, leverage our competitive advantage and deliver enhanced
returns on investment.
Reputation risk
Risks that threaten an organisation’s reputation can have significant impacts on its revenue and
brand. The speed at which information can now be shared publicly via social media can intensify
the impact of this risk. Superloop's governance and risk management framework, the various
controls described, combined with our focus on customer experience, social media and crisis
management framework are our key mechanisms for managing our reputation.
Material business
disruption
A significant business, network, systems failure or interruption could cause both tangible and
intangible losses of shareholder value for Superloop through its inability to honour customer
contracts, resultant customer churn and reputational damage. 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, terrorism
and natural disasters such as earthquakes. Superloop’s key risk mitigations regarding business
resilience related risks include:
• Designing and investing in the network to provide in-built resilience;
•
Implementing advanced security measures to prevent, test for, monitor and respond to
cyber security threats or incidents;
40
SUPERLOOP ANNUAL REPORT 2023 Directors' Report
•
Implementation of sophisticated monitoring tools to provide early warning of any
developing issues;
• Formalising our approach to business resilience through a formal business continuity
framework to complement existing technology disaster recovery plans;
• 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
• Maintenance of business interruption and cyber insurance. Management also continues
to actively manage customer equipment 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.
Cyber resilience
The quantum and sophistication of cyber related risks continues to evolve and increase,
evidenced by a number of high-profile breaches impacting other Australian businesses in
recent years. 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 including
formal information security and business continuity frameworks.
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.
There is no assurance that additional funds will be available in the future on reasonable
terms. Superloop believes the risk is mitigated, to some extent, through the control of capital
expenditure requirements, improving operating cash flows, maintenance of lines of credit on
reasonable terms, and access to 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.
Attracting and retaining talent with the right mix of skills continues to be critical to our ongoing
success. A key pillar of our strategy is to attract and retain talent and support our people to
reach their potential.
The safety and well-being of our people will always be number one at Superloop, particularly in
the wake of the Covid-19 pandemic and its flow on impacts. We also continue to develop our
workplace health and safety (WHS) management system to not only keep our people safe, but
ensure we meet our legal and regulatory requirements.
Funding and cost
of finance
Organisational
capacity and skills to
support achievement
of objectives
Failure to manage
regulatory change or
comply with material
regulatory or disclosure
requirements
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 and data protection.
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.
41
SUPERLOOP LIMITED & CONTROLLED ENTITIES Directors' Report
Post merger and
The VostroNet acquisition and MyRepublic subscriber acquisition present Superloop with
acquisition integration
significant growth and cross sell opportunities. Most recently, Superloop announced a
non-binding proposal to acquire Symbio Holdings Limited (ASX:SYM) to further support
Superloop’s growth. 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 such opportunities
are realised have been developed and are being monitored and governed by the executive
team. Significant growth opportunities have been identified which Management continues to
focus on for delivery in FY24 and beyond.
Macroeconomic
conditions
A lack of business confidence in the economy and cost of living pressures may delay/reduce
current and future customer spend. Reduced spending may result in not meeting internal
financial targets and external earnings guidance and shareholder and market expectations.
This in turn may result in reputation damage and downward pressure on Superloop’s share price.
We continue to monitor the economic landscape and periodically review customer offerings in
the context of the market and customer needs.
Socio-political risk
The failure to meet ever-increasing social and community expectations as to responsible
corporate conduct presents as a risk for many companies on a number of fronts, including
environmental, social, and corporate governance (ESG). Recognising the operating environment
has changed markedly and stakeholders are seeking to evaluate company performance in a
range of areas, Superloop is mitigating this risk by enhancing its activity and disclosures on
non-financial, environmental and social sustainability matters.
Superloop continues to monitor socio-political developments to support its domestic and
overseas business operations.
Failure to meet
earnings guidance
Superloop currently provides earnings guidance to the market. As such, Superloop is
required to update the market on its earnings guidance as and when required by ASX Listing
Rules. As a growth stock, Superloop is focused on accelerating revenue and profit growth
through winning and retaining business, operational efficiencies and considering merger and
acquisition opportunities.
In providing earnings guidance to the market, Superloop may make inaccurate assumptions
about future performance, including consideration of the probability and impact of various risks,
both internal and external. This may trigger the need to issue earnings downgrades which in
turn may result in reduced investor confidence, reputation damage and downward pressure on
Superloop’s share price.
Superloop has a range of controls in place across its risk profile and additional finance and
accounting controls, including monthly management financial reporting, sales planning and
reporting, and over allocation of sales targets.
42
SUPERLOOP ANNUAL REPORT 2023 Directors' Report
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
the Group’s external auditor, Deloitte Australia, for non-audit
There were no other significant changes in the state of affairs
services are set out in Note 25 to the financial statements.
of Superloop other than those listed in matters subsequent
The Board of Directors has considered the position
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.
and, in accordance with advice received from the Audit
Committee, is satisfied that the provision of the non-
audit services is compatible with the general standard of
independence for auditors imposed by the Corporations
Act 2001. The Directors are satisfied that the provision of
non-audit services by the auditor, as set out below, did not
compromise the auditor independence requirements of the
The Board continues to evaluate further investment in
Corporations Act 2001 for the following reasons:
expansion opportunities, based on underlying market
dynamics and demand for products and services.
• All non-audit services have been reviewed by the Audit
Committee to ensure they do not impact the impartiality
DIVIDENDS
No dividend has been declared or paid in respect of the
2023 or 2022 financial years.
ENVIRONMENTAL REGULATION
The Group is not subject to any significant environmental laws.
INDEMNIFICATION OF OFFICERS
The Company’s Constitution provides that to the extent
permitted by law, the Company indemnifies each current and
former director or secretary of the Company and/or its related
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.
PROCEEDINGS ON BEHALF OF THE GROUP
No person has applied to the Court under section 237 of
the Corporations Act 2001 for leave to bring proceedings
on behalf of the Group, or to intervene in any proceedings
to which the Group is a party, for the purpose of taking
responsibility on behalf of the Group for all or part of
bodies corporate on a full indemnity basis against all losses,
those proceedings.
liabilities, costs, charges and expenses incurred by the officer
as an officer of the Company or a related body corporate.
The current and former directors and secretary of the
Company, as well as a number of executives, are also party
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.
to a customary deed of insurance, access and indemnity.
ROUNDING OF AMOUNTS
During FY23, 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 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.
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
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s independence declaration as
required under section 307C of the Corporations Act 2001
is set out on page 77.
43
SUPERLOOP LIMITED & CONTROLLED ENTITIES Directors' Report
Information
on Directors.
PETER O’CONNELL
PAUL TYLER
Independent Chair & Non-Executive Director
Chief Executive Officer & Managing Director
Appointed: 2 November 2021
Experience and expertise
Peter was most recently CEO and Managing Director of amaysim,
which he co-founded in 2010, having previously held Key
Management Personnel and 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 sector, 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 that specialises in the telecommunications, technology and
energy sectors as well as acting in mergers and acquisitions.
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, Chair of The Climatech Group and Chair and Co-Founder
of Climatech Zero that undertakes specialist energy transformation
and decarbonisation projects for industrial clients and large
commercial property companies.
Appointed: 1 October 2020
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. Prior to Superloop, Paul was
the Chief Customer Officer of NBN Co responsible for building the
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
None
Former directorships of listed entities in last 3 years
Other current directorships of listed entities
None
Former directorships of listed entities in last 3 years
• amaysim Australia Limited (ASX:AYS)
Special responsibilities
None
None
Special responsibilities
None
44
SUPERLOOP ANNUAL REPORT 2023 Directors' Report
RICHARD ANTHONY (TONY) CLARK
VIVIAN STEWART
Independent Non-Executive Director
Independent Non-Executive Director
Appointed: 23 December 2015
Experience and expertise
Appointed: 21 December 2016
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.
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.
Tony is a 30-year innovator and entrepreneur with a wealth of digital
media industry knowledge and experience.
He 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, is an active member of the Academy
of Motion Picture Arts and Sciences, and is a Fellow of the Visual
Effects Society.
He is a Fellow of the Australian Institute of Company Directors.
Other current directorships of listed entities
None
Former directorships of listed entities in last 3 years
None
Special responsibilities
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.
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.
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.
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
• Member of the Remuneration and Nomination Committee
None
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Chair of the Risk and Compliance Committee
• Member of the Audit Committee
• Member of the Remuneration and Nomination Committee
45
SUPERLOOP LIMITED & CONTROLLED ENTITIES Directors' Report
STEPHANIE LAI
ALEXANDER (DREW) KELTON
Independent Non-Executive Director
Non-Executive Director
Appointed: 1 April 2021
(Executive Director from 23 November 2018 to 31 March 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 Directorship of listed entities in last 3 years
None
Special responsibilities
• Member of the Audit Committee
• Member of the Risk and Compliance Committee
Appointed: 11 March 2020
Retired: 1 March 2023
Experience and expertise
Stephanie has over 25 years’ experience, is a Chartered Accountant,
a former Transaction Services partner of Deloitte and KPMG and
an experienced listed company Audit and Risk Committee Chair.
Stephanie currently chairs the Audit and Risk Committees of
HomeCo Daily Needs REIT, HealthCo Healthcare and Wellness
REIT, Future Generation Australia and Abacus Storage King.
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
• Abacus Storage King (ASX:ASK) – Appointed June 2023
Former Directorship of listed entities in last 3 years
Superloop Limited - (ASX:SLC)
Special responsibilities
• Chair of the Audit Committee (Retired: 1 March 2023)
• Member of the Risk and Compliance Committee
(Retired: 1 March 2023)
• Member of the Remuneration and Nomination Committee
(Retired: 1 March 2023)
46
SUPERLOOP ANNUAL REPORT 2023 Directors' Report
HELEN LIVESEY
GARETH TURNER
Independent Non-Executive Director
Independent Non-Executive Director
Appointed: 2 March 2023
Experience and expertise
Appointed: 2 March 2023
Experience and expertise
Helen joined the Superloop Board in March 2023. She is the Chair
of the Remuneration and Nominations Committee and a member
of the Risk and Compliance Committee.
Helen brings over 25 years consulting and executive experience
in human resources, brand and marketing, strategy and corporate
affairs across a range of industries including financial services,
energy and resources. Most recently, she served as Chief People
& Reputation Officer at AMP Limited, having previously held the
roles of Group Executive, Corporate Affairs, Chief of Staff and
Chief Marketing Officer.
Helen has a track record of developing enterprise people & culture,
brand and reputation strategies, driving transformation and
improving business performance. She is an experienced
Board Director having served on both not-for-profit and subsidiary
boards and is the Managing Director of Reuleaux, executive
advisory services.
Helen holds a BSc Management Sciences (Hons) and is a
Member of the Australian Institute of Company Directors.
Other current directorships of listed entities
None
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Chair of the Remuneration and Nomination Committee
• Member of the Risk and Compliance Committee
Gareth is a senior finance executive with deep experience in the
technology and telecommunications sectors. Gareth is currently
a non-executive director for Padua Solutions, an Australian Fintech
business and is also Chief Commercial Officer of Infomedia
(ASX: IFM), a leading global provider of DaaS and SaaS solutions.
Prior to this, Gareth was Chief Financial Officer of Infomedia,
amaysim Australia Limited (ASX: AYS), GBST Holdings. (ASX:GBT)
and Hills (ASX:HIL).
Gareth has over 20 years of experience in senior leadership positions
at large ASX-listed and private-equity owned businesses, is a
Chartered Accountant, holds a Master of Business Administration
degree from the University of Oxford, United Kingdom and is a
graduate of the Australian Institute of Company Directors.
Other current directorships of listed entities
None
Former Directorship of listed entities in last 3 years
None
Special responsibilities
• Chair of the Audit Committee
• Member of the Risk and Compliance Committee
47
SUPERLOOP LIMITED & CONTROLLED ENTITIES Directors' Report
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 and Compliance
Committee
Remuneration
and Nomination
Meeting of Committee
A
18
18
19
19
14
19
3
4
B
19
19
19
19
15
19
4
4
A
N/A
N/A
N/A
4
3
4
B
N/A
N/A
N/A
6
3
4
N/A
N/A
1
1
A
N/A
N/A
N/A
4
3
4
1
1
B
N/A
N/A
N/A
4
3
4
1
1
A
N/A
N/A
5
5
2
B
N/A
N/A
5
5
2
N/A
N/A
1
1
N/A
N/A
Peter O'Connell
Paul Tyler
Tony Clark
Vivian Stewart
Stephanie Lai1
Drew Kelton
Helen Livesey2
Gareth Turner3
1 Stephanie Lai retired as Non-Executive Director on 1 March 2023.
2 Helen Livesey was appointed as Independent Non-Executive Director on 2 March 2023.
3 Gareth Turner was appointed as Independent Non-Executive Director on 2 March 2023.
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
48
SUPERLOOP ANNUAL REPORT 2023 Directors' Report
49
SUPERLOOP LIMITED & CONTROLLED ENTITIES Remuneration
Report.
A. Response to the feedback on the FY22 Remuneration Report
56
B. FY23 Remuneration Report
Key Management Personnel
Executive Remuneration Framework Overview
Executive KMP Remuneration Structure
FY23 Executive Remuneration Performance Outcomes
Executive KMP Contracts
Non-Executive Director (NED) Remuneration
Remuneration Governance
Statutory Tables
Additional Disclosures Relating to Executive KMP
59
59
60
61
64
69
69
71
73
74
The information in this report has been audited as required by section 308(3C)
of the Corporations Act 2001 (Cth).
Letter from Helen Livesey, Remuneration
and Nomination Committee Chair.
Dear Shareholders,
On behalf of the Board, I am pleased to present Superloop’s Remuneration Report for the year ended 30 June 2023.
Response to First Strike against Remuneration Report
At last year’s Annual General Meeting (AGM), Superloop received a first strike, with 67.74% voting in favour and 32.26% of
shareholders voting against our FY22 Remuneration Report.
The Board has listened to your feedback and used it to both reset our remuneration approach and improve the transparency
of our disclosures. Over the course of FY23, we have undertaken actions which included:
• Conducting a comprehensive review of our remuneration framework and disclosures;
• Engaging with shareholders and proxy advisers to better understand concerns and seek views on proposed changes;
• Appointing a new Chair of the RNC; and
• Engaging the services of Ernst & Young (EY) to provide professional guidance around the structure and alignment of our
executive remuneration practices to market practice.
The Board’s aim has been to ensure the Company’s FY24 remuneration structure is both cognisant of market practice and
right for the Company, considering our strategic context, stage of maturity and the imperative to ensure management
stability through our next phase of growth.
As a result, we have made a number of significant changes:
• Short Term Incentive (STI): We have improved transparency of reporting against performance targets and,
for FY24, have reweighted the CEO’s financial and non-financial metrics and increased the stretch in both financial
and non-financial targets.
• Long Term Incentive (LTI): For FY24, we have strengthened the alignment of the LTI Plan to strategy while
bringing it into line with market practice. The changes include moving to a three-year vesting period, introducing
Relative Total Shareholder Return (rTSR) as a second performance metric, removing retesting and tightening the
change of control provisions.
• Remuneration Report: We have redesigned our remuneration disclosures to provide increased transparency around
our framework and remuneration decisions.
The changes to the STI and LTI Plans will be implemented for FY24. In the interests of fairness, the Board determined not
to make retrospective changes to the structure of the FY23 STI or LTI plan, noting the FY23 LTI grant of performance rights
to the CEO was approved at the 2022 AGM. However, the Board has applied discretion to the CEO’s FY23 STI delivery
mechanism and timeline, introducing a deferred payment for outperformance in equity to better align the outcome to the
shareholder experience.
Full details of the feedback received, and actions taken in response to the strike are provided in the table in Section A
following this letter.
FY23 Performance
In FY23, Superloop delivered strong financial performance, with Underlying EBITDA from continuing operations improving
by 82.2% from $20.5 million to $37.4 million, exceeding the guidance range of $33.0m to $36.0m. The result was driven
by double-digit revenue growth in each of the Company’s three operating segments, reflecting a 52.8% increase in total
connected customers utilising the Superloop network.
52
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 The key financial highlights include:
• Total Revenue from continuing operations of $323.5 million up from $249.7 million in the Prior Corresponding Period
(PCP), an increase of 29.5%. Excluding the impact of acquisitions, the organic increase in revenue from continuing
operations was 17.9% compared to the PCP;
• Overall gross margin from continuing operations of $116.9 million (or 36.1% of revenue) increasing from $81.5 million
in the PCP. Gross margins have improved across all three customer segments;
• Operating costs (excluding marketing) as a percentage of revenue decreased to 20.1% reflecting ongoing cost discipline
and some early benefits of the Company’s digital transformation initiatives;
• Operating Cash Flow in excess of the reported Underlying EBITDA;
• Strong Balance Sheet with a Net Debt Position of $13.3 million plus undrawn debt capacity of $49 million as at
30 June 2023; and
• Achieved a major financial milestone, with the Company transitioning to being NPATA and Free Cash Flow positive
in the second half of FY23.
Additionally, in FY23, the Executive team successfully completed delivery of Superloop’s ‘3 in 3’ strategy six months
ahead of schedule. Set in early 2021, this strategy was designed to grow the business – by revenue, EBITDA and customer
numbers – three-fold in 3 years. Pleasingly, Management has delivered outperformance against all three key strategic
metrics with Underlying EBITDA from ongoing operations up to $37.4m in FY23 (from $13.5m FY20), revenue up to $323.5m
(from $107.6m in FY20) and growth in the customer base of more than 1000% across the period.
Through this strategy, we have reset Superloop’s foundations and transformed the Company. We have restructured
the business around three market segments, simplified our portfolio, invested in our networks and systems, rebuilt our
go-to-market capability and invested in our sales capability. As a result, we have created a strong, stable and well capitalised
base on which to deliver growth in both revenue and profitability moving forward.
Executive Remuneration Outcomes for FY23
In determining the FY23 remuneration outcomes, the Board actively considered a range of factors including Superloop’s
overall financial performance, early delivery of the ‘3 in 3’ strategy and individual performance against agreed KPIs.
Fixed Remuneration
There was no change to the MD/CEO’s Total Fixed Remuneration in FY23. The CFO’s Total Fixed Remuneration was adjusted
to reflect the statutory increase in superannuation guarantee contributions from 1 July 2022.
FY23 STI Outcome
CEO and Executive team performance was assessed against the STI scorecard, with consideration of outcomes adjusted for
strategic transactions undertaken during the period. These adjustments are discussed in figure 4.3.
Reflecting Superloop’s strong business performance in FY23, all key financial and non-financial target metrics were either
met or significantly exceeded. Full details are provided in table 4.3.1.
53
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES This assessment resulted in a FY23 STI outcome for each Executive KMP as set out below:
KMP
MD/CEO
CFO
STI @
Target
$350,000
$120,600
1 Maximum STI Opportunity capped at 100% of target
Actual STI
Achievement
STI @
Outperformance
149.52%
145.90%1
$525,000
$120,6001
Awarded STI
$523,320
$120,600
While no changes were applied retrospectively to the structure of the on foot STI FY23 incentive, the Board actively
considered the FY23 STI outcomes versus the shareholder experience. In doing so, the Board applied discretion to
the delivery mechanism and timeline for outperformance in the CEO’s FY23 STI with the target STI ($350,000) payable
in cash, but the outperformance component ($173,320) payable in equity with a two-year holding lock applied. This
one-off approach is appropriate on this occasion as it balances the requirement to retain and motivate the CEO, avoids
retrospective change to the on-foot scheme design but seeks to create greater alignment to the shareholder experience
Further details are provided in section 4.3.
FY23 LTI Tranche 1 Vesting Outcome
In FY23, growth in Underlying EPS for Continuing Businesses, after adjustments as defined in the LTI offer, was 33.3%
(see Section 4.4 for full details). This resulted in 100% vesting of the FY23 Tranche 1.
In assessing this outcome, the Board actively considered the challenges inherent in the design of the on-foot scheme and
acknowledged that while the percentage uplift in Underlying EPS is strong, it is not reflected in the share price performance.
In addition, the Board specifically:
• Considered the one-off nature of the share-based payments and contingent consideration treated as remuneration in the
adjustments. It was noted that these adjustments largely relate to the acquisition of VostroNet, given the structure of the
transaction. This included the consideration component payable in Superloop shares, and the contingent remuneration
payable to the VostroNet founders (subject to meeting the necessary performance criteria) both which are required to be
treated as remuneration and expensed under the accounting standards; and
• Considered the Tranche 1 vesting outcome versus growth in Statutory EPS, noting that this metric also grew by 29.4%.
On balance, recognising the outperformance delivered in FY23, the early completion of the ‘3 in 3’ strategy, the requirement
to retain and motivate the Executive team, the desire to increase executive shareholdings, and the extent of change to be
made to the FY24 LTI framework, the Board has determined that this vesting outcome remains appropriate.
As a result, the following outcomes apply:
KMP
MD/CEO
CFO
Number of Performance Rights due to vest
on 1 September 2023 (FY23 Plan Tranche 1)
Value as at 30 June 2023
271,621
115,892
$157,540
$67,217
Full details of the remuneration outcomes for the Executive KMP are provided in section 8.1.1.
54
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 FY23 Non-Executive Director Remuneration
Chair and Non-Executive Directors fees were increased in FY23 within the fee pool approved at the 2022 AGM and as
foreshadowed in the FY22 Annual Report. No further changes to Non-Executive Director Remuneration have been made
throughout the year.
FY24 CEO and Executive KMP Remuneration Changes
In addition to changes to the FY24 STI and LTI plans outlined above, the Board has reviewed and benchmarked the CEO/
MD and Executive KMP remuneration quantum and mix for FY24.
As a result, the Board has determined to make the following changes to remuneration quantum and mix:
KMP
Action taken for FY24
Rationale
MD/CEO Element
FY23
FY24
• There has been no change in CEO remuneration since joining Superloop in Oct
Total Fixed
Remuneration (TFR)
$ 750,000 $ 800,000
2020. The proposed change to fixed remuneration represents an increase of 6.7%
against an annual market uplift trend in CEO fixed remuneration.
• Re-weight CEO remuneration mix towards LTI, to ensure closer alignment to the
STI Participation
$ 350,000 $ 350,000
shareholder experience.
LTI as % of TFR
75%
of TFR
100%
of TFR
CFO
Element
FY23
FY24
TFR
STI %
Maximum
Outperformance
Opportunity to STI
LTI %
$ 402,000 $ 418,080
30%
of TFR
40%
of TFR
100%
of target
150%
of target
60%
of TFR
70%
of TFR
• These changes move CEO maximum total remuneration closer to but not
at the 75th percentile of the benchmark group (with details of the comparator
group in section 2.1). The Board considers this approach to be appropriate given
the successful, early delivery of the ‘3 in 3’ strategy, the requirement to motivate
and retain the CEO in light of Superloop’s new ‘Double Down’ strategy and the
actions taken to grow the Company, seeking index inclusion.
• There has been no change in CFO’s fixed remuneration since joining Superloop in
Sept 2021 beyond adjustments made to reflect the statutory increase in the super
guaranteed employer contributions from 01 July 2022. The proposed change to
fixed remuneration represents an increase of 4%.
• In addition, in recognition of the early delivery of the ‘3 in 3’ strategy,
a significant uplift in the quality of Superloop’s financial reporting and
the rollout of a new ERP improving the company’s financial controls,
10% uplifts to both the STI and LTI opportunities have been introduced.
• These changes move the CFO’s maximum total remuneration position between
Median and 75th Percentile of the benchmark group.
Thank you
On behalf of the Board, I would like to thank those shareholders and other stakeholders who have taken the time to provide
feedback and support in resetting Superloop’s remuneration framework and disclosures. We hope that the changes to
this year’s remuneration report improve its overall transparency and readability, and trust that the changes to the FY24
remuneration framework will serve to more closely align remuneration outcomes to the shareholder experience.
We look forward to continuing to engage and welcome your feedback.
Yours sincerely,
Helen Livesey
Chair, Remuneration and Nomination Committee
Superloop Limited
55
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES A. Response to the feedback on
the FY22 Remuneration Report.
In response to the issues raised in relation to Superloop’s FY22 Remuneration Report, we have undertaken a
comprehensive review of our executive remuneration framework and our approach to remuneration disclosure.
As a result, we have made a series of changes to the remuneration structure for FY24 to ensure closer alignment to the
business strategy and the shareholder experience. Additionally, the FY23 Remuneration Report has been substantially
revised to give greater transparency around our remuneration framework and clarity on the key metrics, rationale and
context for our Executive Remuneration outcomes.
The table below summarises the feedback received, and actions taken in response:
Table A1. Feedback received and actions taken
Element
Feedback
Response
Short Term
Incentive (STI)
Lack of transparency
regarding STI threshold
and target disclosure
The FY23 Remuneration Report provides greater transparency of the STI scorecard
metrics, targets and thresholds and includes commentary regarding performance against
target (for full details refer Section 4.3).
Additionally, the FY24 STI scorecard has been aligned to the core strategic growth areas
with appropriate targets set to better reflect the shareholder experience. The CEO’s
scorecard has also been reweighted to 70% financial: 30% non-financial metrics (from
80%:20% in FY23) to step towards a more balanced scorecard and bring it in line with
market practice.
The FY24 STI MD/CEO and CFO metrics are summarised below:
MD/CEO
Goal & KPI
EBITDA
Financial
Group revenue
People
Strategic
Operating
Engagement score &
participation
Cost Out Program
ESG maturity
Customer Experience
transformation
Management leadership
development
Weighting
40%
15%
15%
10%
70%
10%
20%
20%
56
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 CFO
Goal & KPI
EBITDA
Financial
Group revenue
People
Strategic
Operating
Engagement score
& participation
Cost Out Program
ESG maturity
Legacy systems
transformation
Management Segment
P&L reporting maturity
Weighting
40%
15%
15%
10%
70%
10%
20%
20%
During the current phase of growth, the Board considers Group Underlying EBITDA,
Revenue and Operating Cash Flow to be the key financial metrics in demonstrating
progress against the Company’s medium-term goal of delivering a sustainable NPAT
result. Once Superloop completes a full financial year being either free cashflow positive
or NPAT positive, the intent is to adopt either and/or both of those metrics (as applicable)
in the STI scorecard for the following financial year.
FY22 STI payments against
overall performance that was
not NPAT positive
Superloop has been on a significant transformation journey, restructuring the business
around three market segments, simplifying the portfolio, investing in our networks and
systems, rebuilding our go-to-market capability and strengthening our sales capability.
Consistent with the rationale outlined above, in FY22 and FY23, Group Underlying
EBITDA, Revenue and Operating Cash Flow underpinned the STI scorecard and were
used to provide guidance to the market.
Consistent with its stage of maturity, the Company did not deliver a positive NPAT in
FY22. However, performance in the scorecard metrics exceeded Superloop’s market
guidance, with STI outcomes paid accordingly.
Transaction
Bonus
MD/CEO transaction bonus
The Board acknowledges the feedback regarding the use of one-off transaction bonuses
and confirms there has been no further use in FY23, with no current intent for future use.
Lack of disclosure regarding
the rationale and guiding
principles for payment
By way of historic context, the FY22 transaction bonus related to the achievement of
significant financial synergies and benefits, exceeding $5m, following the completion of
the Exetel acquisition (August 2021) and the successful divestment of Superloop’s Hong
Kong business and Singapore assets (April 2022). Combined, these transactions have
been transformative, underpinning the Company’s ‘3-in-3’ strategy and helping create a
strong, stable and well capitalised base on which to deliver future growth in both revenue
and profitability.
57
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES Long Term
Incentive (LTI)
Insufficient disclosure of LTI
thresholds and targets
The FY23 Remuneration Report provides a comprehensive explanation of the FY 23 LTI
Plan including thresholds and targets.
Use of a single performance
hurdle
For the FY24 LTI plan, a second performance hurdle has been introduced. Relative Total
Shareholder Return (rTSR) has been selected to avoid duplication with STI metrics and to
improve alignment to the shareholder experience.
The comparator group for rTSR component has been set as the ASX Small Ordinaries
Industrials Index (AXSID). Recognising Superloop’s ‘Double Down’ strategy of pursuing
growth both organically and via disciplined acquisition, the Board continues to believe
that Underlying EPS remains the best metric to assess delivery of strategy aligned to
the shareholder experience at this point in time. As a result, it has been retained as the
primary measure, with the FY24 weightings being 75% Underlying EPS: 25% rTSR.
Following review for alignment to the new ‘Double Down’ strategy, the current Underlying
EPS vesting schedule has been retained. However, annual testing has been replaced with
a single CAGR calculation against the FY23 Underlying EPS baseline at the end of the
3-year performance period. The 12% CAGR (representing >40% growth over three years)
has been tested and considered appropriate for the current stage of growth. However, the
Board will continue to evaluate the appropriateness of LTI targets on an annual basis.
In addition, the definition of Underlying EPS has been amended to provide more clarity
around adjustments to ensure they are one-off in nature and considered on both a case by
case and collective basis.
Provision for retesting
The provision for retesting has been removed from the FY24 LTI Plan.
Short performance and
vesting period
For FY24, a three-year performance and vesting period has been introduced. By way of
historic context, the use of short performance and vesting periods in the FY23 plan (with
the award vesting in equal tranches over three years) was intended as a transitionary
arrangement to avoid a ‘cliff’ during the transfer from the prior Executive Options Plan
to the new Executive Performance Rights Plan (LTI Plan), aimed at ensuring the retention
of key executives and the stability of the leadership team through a pivotal point in
Superloop’s growth.
Change of
Control
Concern around the 50%
automatic vesting of awards
in the event of a change in
control
Automatic vesting of performance rights has been removed from the FY24 and future LTI
grants. The Board retains 100% discretion. The default treatment will vest performance
rights on a pro rata basis having regard to the portion of the vesting period that has
elapsed.
Governance
Issues
Absence of MD/CEO LTI
resolution at the 2021 AGM
The appropriate resolutions were put to the 2022 AGM, with shareholder approval for
the MD/CEO’s FY23 LTI grant being sought and obtained. The intent is to continue this
practice going forward.
58
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 B. FY23
Remuneration Report.
1. KEY MANAGEMENT PERSONNEL
The Key Management Personnel (KMP) are defined as persons having authority and responsibility for planning, directing,
and controlling the activities of an entity, directly or indirectly including any Director (whether executive or otherwise) of that
entity.
The table below outlines Superloop’s KMP for the financial year ending 30 June 2023:
1.1 Non-Executive Directors
Name
Role
Peter O'Connell
Tony Clark
Vivian Stewart
Stephanie Lai
Drew Kelton
Gareth Turner
Helen Livesey
Independent Chair & Non-Executive Director
Independent Non-Executive Director
Member of the Remuneration and Nomination Committee
Independent Non-Executive Director
Chair of the Risk and Compliance Committee
Member of the Remuneration and Nomination Committee
Member of the Audit Committee
Independent Non-Executive Director
Chair of the Audit Committee
Member of the Risk and Compliance Committee
Member of the Remuneration and Nomination Committee
Non-Executive Director
Member of the Audit Committee
Member of the Risk and Compliance Committee
Independent Non-Executive Director
Chair of the Audit Committee
Member of the Risk and Compliance Committee
Independent Non-Executive Director
Chair of the Remuneration and Nomination Committee
Member of the Risk and Compliance Committee
1.2 Executive KMP
Name
Paul Tyler
Role
Managing Director & Chief Executive Officer (MD/CEO)
Luke Oxenham
Chief Financial Officer (CFO)
Term as KMP
Full Year
Full Year
Full Year
Up to 1 March 2023
Full Year
From 2 March 2023
From 2 March 2023
Term as KMP
Full Year
Full Year
Except as noted above or elsewhere in this report, the named persons held their position for the whole financial year.
59
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 2. EXECUTIVE REMUNERATION FRAMEWORK OVERVIEW
Superloop’s approach to executive remuneration is designed to attract, motivate, and retain a group of highly qualified,
experienced and capable senior executives, rewarding them for delivering the Company's business strategy and creating
long-term, sustainable value for shareholders.
The diagram below provides a high-level overview of our FY23 remuneration framework with full details of the STI and LTI
components provided in section 3:
Figure 2.1 FY23 Remuneration Framework Overview
Our Purpose
To enable better internet through competition
Our Remuneration Principles
Clear and Simple
with improved
transparency of decisions
and outcomes
Linked to strategy
and sustainable
value creation
Market competitive
to attract and retain
the right talent
Reflects our
culture, values
and behaviour
Differentiates for
performance:
adjusts for risk
FY23 Remuneration Structure
Element
Purpose and link to strategy
Benchmark/measures
Delivery
Total Fixed
Remuneration (TFR)
Market competitive to attract
and retain talent.
Fixed remuneration considers the complexity
and expertise required of individual roles.
Set according to role
and experience.
The comparator group comprised 20, ASX
listed companies from the IT, communications
or industrial services sectors with Superloop’s
market capitalisation at the median, and revenue
above the median of the comparator group.
Base salary,
superannuation
and any other
non-monetary benefits.
Reward for achieving financial and
non-financial priorities aligned to
Superloop strategy.
Mix of financial and non-financial metrics.
100% cash
FY23 plan transitionary to assist
retention of key executives.
Performance versus FY22
Underlying EPS base.
100% delivered as
share rights subject to
performance hurdle.
Transitionary FY23 plan
vests in three equal
tranches over three
consecutive years.
Short-Term
Incentives (STI)
Long-Term
Incentives (LTI)
60
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 3. EXECUTIVE KMP REMUNERATION STRUCTURE
This section sets out Superloop’s remuneration approach in FY23. The graphs below illustrate the typical remuneration
structure and delivery of the Group CEO, and other Executive KMP for FY23 based on target performance:
Figure 3.1 FY23 Executive KMP Typical Remuneration Structure & Delivery
MD/CEO Remuneration Target Quantum and Mix
CFO Remuneration Target Quantum and Mix
Target
46%
32%
23%
Target
57%
17%
26%
■TFR ■STI ■LTI
■TFR ■STI ■LTI
3.1 Executive Remuneration Structure
Superloop’s executive remuneration structure for FY23 comprised a mix of fixed and at-risk remuneration components
through the STI and LTI plan arrangements. The design of the fixed remuneration is described in the framework above and a
detailed explanation of the STI and LTI plans are provided below:
Table 3.1.1 FY23 STI Plan
FY23 Short Term Incentive Plan
Description
STI is an annual performance-based incentive paid 100% in cash. Performance is measured over the 12-month period
against KPIs aligned to delivery of strategy.
FY23 STI opportunity as a percentage of TFR
MD/CEO
CFO
Opportunity
Element
Threshold
Target
%
nil
46.67 % of TFR
Outperformance
150% of target
$
equivalent
nil
350,000
525,000
%
nil
30% of TFR
nil
$
equivalent
nil
120,600
nil
Performance
Measures and
Rationale
The STI Plan creates a clear link between business performance and individual behaviours and allows further discretion by the
Board to be applied where appropriate. STI outcomes are based on a combination of Superloop’s financial performance and
non-financial metrics relating to people and strategy. Individual performance is assessed both on what has been achieved and
how it was achieved during the year.
A summary of the achievements and performance versus targets in FY23 is provided in the table in figure 4.3.1.
An explanation of the measures and their rationale for use is provided below:
Metric
MD/CEO Weighting CFO Weighting Description/Rationale
Group Underlying
EBITDA
Group Revenue
Operating Cash Flow
40%
20%
20%
30%
20%
20%
People
20%
20%
Given Superloop’s current phase of growth and maturity,
Group Underlying EBITDA, Group Revenue and Operating
Cash Flow are considered to be the key financial metrics
demonstrating progress towards the Company’s
medium-term goal of delivering a sustainable NPAT result.
These metrics are used to provide guidance to the market.
Our people and culture underpin Superloop’s performance
and customer service outcomes.
In FY23, the people metric comprised two components:
employee engagement, taking account of both
participation and actual score, and the successful
implementation and take-up of a new Human Resources
Information System, integrating and consolidating the
people data and processes across multiple acquired
entities to improve alignment of goals to strategy and
strengthen people-related controls.
Strategic
10%
Role specific KPIs
Adjustments
The Board retains full discretion on the STI outcomes and consideration is given to individual behaviour and risk management in
determining final individual outcomes.
61
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
Table 3.1.2 FY23 LTI Plan
FY23 Long Term Incentive Plan
Description
The LTI plan consists of an award of performance rights.
Plan Structure and
Rationale
The FY23 LTI plan was intended as a transitionary arrangement to avoid a ‘cliff’ during the transfer from the prior
Executive Options Plan to the new Executive Performance Rights Plan. The one-off grant was designed to ensure the
retention of key executives and the stability of the leadership team through a pivotal point in Superloop’s growth.
As a result, short vesting and performance periods were employed, which were designed to vest in three equal
tranches over three consecutive years, with a performance period commencing 1 July 2022 and ending 30 June 2023,
30 June 2024 and 30 June 2025 respectively. The performance rights granted under the FY23 plan for the MD/CEO
were approved by shareholders at the FY22 AGM. For the FY24 LTI grant, the performance and vesting period has
been extended to three years.
Value/Opportunity The maximum LTI opportunity for FY23 was as follows:
Performance
Measure and
Rationale
Executive KMP
MD/CEO
CFO
% of Fixed Remuneration
75%
60%
The number of rights issued is calculated by dividing the maximum LTI by the Value-Weighted Average price (VWAP)
of Superloop Shares over the 10-day trading period preceding 30 June in the year of grant.
For the MD/CEO, specific details of the number of performance rights to be granted, and the percentage of fixed pay,
are set out in the notice of meeting for the AGM in the year of grant for approval by shareholders.
The FY23 Grant vesting is subject to Underlying Earnings Per Share (EPS) Compound Annual Growth Rate (CAGR). The
CAGR is calculated using FY22 Underlying EPS as a base (EPS Base, see Table 5.4.2.), noting that:
• tranche 1 vesting is calculated on the Underlying EPS for FY23 relative to the EPS Base;
• tranche 2 vesting is calculated on the Underlying EPS for FY24 relative to the EPS Base, annualised over the two
financial year period (FY23 and FY24); and
• tranche 3 vesting is calculated on the Underlying EPS for FY25 relative to the EPS Base, annualised over the three
financial year period (FY23, FY24 and FY25).
Underlying rather than Statutory EPS has been selected as it was considered to provide a clearer picture of the
Company's core operating performance by excluding certain one-off or non-recurring items that may distort the
overall earnings figure. This enables stakeholders to get a better understanding of the Company's ability to generate
consistent earnings over time.
For the FY24 LTI Grant, Relative Total Shareholder Return(rTSR) has been added as a second measure.
62
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 Vesting Schedule
In respect of each tranche, the performance rights vest subject to Superloop achieving year on year growth in
Underlying EPS in the relevant testing year (calculated against the prior financial year) as follows:
CAGR in Underlying EPS
% of tranche that will vest
<10%
10%
10% - 12%
>12%
nil
50%
Pro rata 50% - 100%
100%
Following review for alignment to the new 'Double Down' strategy, this schedule has been retained for the Underlying
EPS hurdle in the FY 24 LTI grant. However, annual testing has been replaced with a single CGAR calculation against
the FY23 Underlying EPS baseline at the end of the 3 year performance period. Full vesting requires circa 40% CAGR
in Underlying EPS over the 3 year performance period.
Provision for
Retesting
Under the FY23 Plan, if the CAGR growth target in respect of tranche 1 or tranche 2 is not achieved (or is only partly
achieved), the unvested Performance Rights in respect of that relevant tranche will be re-tested on the vesting date
in respect of the following tranche and will vest if the relevant CAGR is achieved over the extended period (on an
annualised basis).
The provision for retesting has been removed from the FY24 LTI grant.
Cessation of
Employment
Clawback
If employment ceases due to resignation before the performance measures are tested, any unvested performance
rights will lapse immediately, subject to Board discretion.
The Performance Rights Plan includes measures for clawback, forfeiture, and divestment, which the Board may enforce
in certain situations.
Change of Control
If a Change of Control Trigger Event occurs, 50% of a Participant's unvested Performance Rights will vest on the date
on which the Change of Control Trigger Event Occurs, and a Participant's remaining unvested Performance Rights will
vest on the date determined by the Board in its sole and absolute discretion.
Automatic vesting of 50% on change of control has been removed from the FY24 LTI grant.
Board Discretion
The Board retains discretion to adjust Underlying EPS performance conditions to ensure that participants are not
penalised or provided a windfall benefit arising from matters considered by the Board to be one-off in nature or
outside of Management’s control.
The Board acknowledges that the transparency and structure of the FY23 Executive Performance Rights Plan did not align
with shareholder expectations.
Following a comprehensive review of Superloop’s remuneration framework, a number of significant changes have been
made to the FY24 LTI Plan. These changes are highlighted in the table above.
63
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 4. FY23 EXECUTIVE REMUNERATION PERFORMANCE OUTCOMES
4.1 Five-year Business Performance
Executive remuneration is directly linked to Superloop’s financial performance and aligned with shareholder returns over
the long-term.
A summary of the key metrics relating to Superloop’s performance over the five-year period to end FY23 is set out below:
Table 4.1.1 Five year Business Performance
Income Statement
Revenue (A$m)
Reported EBITDA (A$m)
FY19
FY20
119,845
107,591
8,499
13,470
FY21
95,882
11,419
FY22
FY23
249,731
323,522
12,658
25,635
Reported Net Profit/(loss) after tax (A$m)
(72,057)
(41,088)
(23,605)
(61,532)
(43,158)
Reported EPS (cents)
Underlying EBITDA (A$m)
Underlying NPAT (A$m)
Underlying EPS (cents)1
1 Underlying EPS only introduced as a metric in FY22
Share Price and Dividends
Total Dividend Per Share (cents)
Share Price as at 30 June ($)
1 Superloop’s Share Price on 02 July 2023 was $0.58
4.2 FY23 Business Performance
(30.52)
5,049
(12.33)
13,478
(6.40)
12,417
(12.76)
20,522
(24,824)
(41,080)
(22,607)
(12,342)
n/a
n/a
n/a
(2.56)
FY19
nil
1.54
FY20
nil
0.99
FY21
nil
0.93
FY22
nil
0.72
(9.01)
37,381
(8,177)
(1.71)
FY23
nil
0.581
In FY23, Superloop delivered strong financial performance, with Underlying EBITDA3 from continuing operations4
improving by 82.2% from $20.5 million to $37.4 million, exceeding guidance of $33.0m to $36.0m. The result was driven
by double-digit revenue growth in each of the Company’s three operating segments, reflecting a 52.8% increase in total
connected customers utilising the Superloop network. The key highlights included:
• Total Revenue from continuing operations4 of $323.5 million vs $249.7 million in the prior corresponding period (PCP),
an increase of 29.5%. Excluding the impact of acquisitions, the organic increase in revenue from continuing operations
was 17.9% compared to the PCP;
• Overall gross margin from continuing operations4 of $116.9 million (or 36.1% of revenue) increasing from $81.5 million
in the PCP. Gross margins have improved across all three customer segments;
• Operating costs (excluding marketing) as a percentage of revenue decreased to 20.1% reflecting ongoing cost discipline
and some early benefits of the Company’s digital transformation initiatives;
• Underlying EBITDA3 from continuing operations4 of $37.4m, an increase of 82.2% compared to $20.5m in the PCP;
• Operating Cash Flow in excess of the reported Underlying EBITDA3;
• Strong Balance Sheet with a Net Debt5 Position of $13.3 million plus undrawn debt capacity of $49 million as at
30 June 2023; and
• Achieved a major financial milestone, with the Company transitioning to being NPATA6 and Free Cash Flow positive
in the second half of FY23.
64
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 4.3 FY23 STI Outcomes
STI awards are determined through assessment of performance against Superloop’s STI Scorecard. This comprises a series of
financial and non-financial measures set at the beginning of each financial year to reflect Superloop’s key strategic priorities.
The FY23 STI outcomes were assessed against both the original FY23 scorecard and the financial targets in that scorecard
adjusted for strategic transactions undertaken during the period (i.e. VostroNet, MyRepublic and the restructure of the fixed
wireless business). Performance was assessed as follows:
Figure 4.3.1 FY23 STI Outcomes
Area
Measure
Weighting
MD / CEO
Measure
Weighting
CFO
Measures
Achievement
40%
30%
Group
Underlying
EBITDA
Performance exceeded increased
guidance range of $33m - $36m,
delivering full year result of $37.4 million
Financial
20%
20%
Group Revenue
At $323.5m, Group Revenue from
continuing operations was up 29.5%
from $249.7m in FY22.
20%
20%
Operating Cash
Flow
Delivered $16.8m of Operating Cash
Flow less capex representing an
outcome more than 300% of budget.
s
e
r
u
s
a
e
M
e
c
n
a
m
r
o
f
r
e
P
l
a
u
n
n
A
–
I
T
S
People
20%
20%
Strategic
10%
Employee
engagement and
implementation
of new Human
Resource
information
System (HRIS)
Transforming
the organisation
Measures set
on an individual
basis, linked to
the successful
delivery of key
transformation or
strategic projects
relevant to each
executive.
Employee engagement levels
exceeded target at 7.6, but with
lower than target participation levels,
the resultant overall outcome was
assessed as just below target.
The new HRIS was successfully
implemented across all entities,
standardising people processes,
introducing enhanced controls and
better alignment of individual to
company performance.
Collectively, the people outcomes
were assessed as on target.
The CFO’s strategic priorities
pertained to:
• Successful implementation of an
organisational-wide Enterprise
Resource Planning solution and
retirement of legacy systems.
• Development of a group ESG plan.
• Achievement of cost out target.
Combined, the overall achievement
was assessed as just below target.
FY23 Performance
Achievement Against
Target
EBITDA
Threshold
Target
Outperformance
REVENUE
Threshold
Target
Outperformance
CASHFLOW
Threshold
Target
Outperformance
PEOPLE
Threshold
Target
Outperformance
STRATEGIC
Threshold
Target
Outperformance
3 Underlying EBITDA is calculated as Statutory EBITDA adjusted for non-recurring transaction/rebranding costs as well as Share Based Payments and contingent consideration
treated as remuneration.
4 Continuing operations excludes the contribution in FY22 that came from the Singapore and Hong Kong assets that were divested in April 2022.
5 Net Debt equates to the total of the drawn debt facility before transaction costs plus bank guarantees less cash and cash equivalents.
6 NPATA is defined as Net Profit After tax adjusted for the non-cash amortisation of acquired intangibles assets (including the non-cash expense related to the VostroNet
acquisition consideration) and impairment.
65
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
This STI Scorecard assessment resulted in a FY23 STI outcome for the MD/CEO and Executive KMP which equated to 100%
of their respective maximum STI opportunities, details of which are set out below:
Table 4.3.1 FY23 STI KMP Outcomes
KMP
MD/CEO
CFO
STI @
Target
$350,000
$120,600
1 Maximum STI Opportunity capped at 100% of target.
Actual STI
Achievement
149.52%
145.64%1
STI @
Outperformance
$525,000
$120,6001
Awarded STI
$523,320
$120,600
While no changes were applied retrospectively to the structure of the on foot STI FY23 incentive, the Board actively
considered the outcomes versus the shareholder experience. In doing so, the Board applied discretion to the delivery
mechanism and timeline for outperformance in the MD/CEO’s FY23 STI. In discussion with the MD/CEO, it was agreed that
the target STI ($350,000) should be paid in cash, but the outperformance component ($173,320) would be paid in equity
with a two-year holding lock applied. This approach balances the requirement to retain and motivate the MD/CEO, avoids
retrospective change to the on-foot scheme design but seeks to create greater alignment to the shareholder experience.
The MD/CEO FY23 STI outperformance component will be awarded in share rights. The value of the performance
rights will be calculated using the average VWAP in the 10 days prior to the financial year end (consistent with the approach
to calculation of the LTI Grant). The share rights will not be subject to additional hurdles beyond time and clawback in
defined circumstances.
The Board recognises the requirement to continue to ensure sufficient stretch in future STI targets, to drive growth consistent
with the Company strategy.
4.4 FY23 LTI Grant and Vesting Outcomes
FY23 LTI Grant
In FY23, a new LTI Plan was implemented. The FY23 Grant was intended as a transitionary arrangement to avoid a ‘cliff’
during the transfer from the prior Executive Options Plan. The one-off grant was designed to ensure the retention of key
executives and the stability of the leadership team through a pivotal point in Superloop’s growth. As a result, short vesting
and performance periods were employed, with the grant designed to vest in three equal tranches over three consecutive
years (refer table 3.1.2 for full details of the vesting period and schedule).
The total number of performance rights granted to the Executive KMP under the FY23 Plan and the number eligible for
vesting in the first tranche in September 2023 are set out below:
Table 4.4.1 Performance Rights Granted to Executive KMP
KMP
MD / CEO
CFO
Number of Performance Rights
Granted under FY23 Plan
Number of Performance Rights due to vest
on 1 September 2023 (FY23 Plan Tranche 1)
814,863
347,675
271,621
115,892
The number of Executive Performance Rights allocated is calculated by dividing the opportunity by the ten-day
Volume-Weighted Average (VWAP) share price of Superloop prior to the financial year end (30 June). Vesting of LTIs
occurs in September at the completion of the relevant performance period and following the announcement of the full
year audited results.
66
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 Testing of FY23 Tranche 1 Performance Measures and Outcome
For the FY23 grant of Executive Performance Rights, vesting will occur subject to Superloop achieving year-on-year growth
in Underlying EPS. This is defined as Net Profit after Tax of the Group for each financial year as per Superloop's audited
annual accounts (per the number of Superloop shares on issue on the last day of the financial year) adjusted for acquisition
and restructuring costs, share based payments and tax.
The table below shows the Underlying EPS calculations for FY22 and FY23 (excluding the discontinued operations of
Singapore and Hong Kong):
Table 4.4.2 Underlying EPS for FY22 and FY23
Calculation
Reported EPS (cents per share)
Transaction Costs
Other Transaction related adjustments1
Impairment
Underlying EPS
FY22
(12.76)
1.55
6.02
5.19
(2.56)
FY23
(9.01)
0.51
6.10
0.51
(1.71)
Growth
29.4%
33.3%
1 Other Transaction related adjustments include non-cash share-based payments as part of consideration, contingent consideration treated as remuneration under AASB3,
non-cash amortisation of acquired intangible assets and non-cash tax impacts of changes in deferred tax liabilities.
In FY23, growth in Underlying EPS for Continuing Businesses, after adjustments as defined in the LTI offer, was 33.3%. This
resulted in 100% vesting of the FY23 Tranche 1.
In assessing this outcome, the Board actively considered the challenges inherent in the design of the on-foot scheme and
acknowledged that while the percentage uplift in Underlying EPS is strong, it is not reflected in the share price performance.
In addition, the Board specifically:
•
tested the one-off nature of the share-based payments, contingent remuneration and taxation in the adjustments.
It was noted that these payments largely relate to the acquisition of VostroNet, given the structure of the transaction.
This included the up-front consideration component payable in Superloop equity, and the requirement under accounting
standards to expense the potential contingent consideration payable to the VostroNet founders (subject to meeting the
necessary performance criteria); and
• considered the Tranche 1 vesting outcome versus growth in Statutory EPS, noting that this metric also grew by 29.4%.
On balance, recognising the outperformance delivered in FY23, the early completion of the ‘3 in 3’ strategy, the requirement
to retain and motivate the executive team, the desire to increase executive shareholdings, and the extent of change made
to the FY24 LTI grant, the Board has determined that this vesting outcome remains appropriate.
67
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 4.5 Summary of Total Executive KMP Remuneration Outcomes
The following table summarises the FY23 MD/CEO and Executive KMP remuneration outcomes:
Table 4.5.1 FY23 MD/CEO and Executive KMP remuneration outcomes
Executive KMP
MD/CEO
CFO
Year
FY23
FY22
FY23
FY223
TFR
(Base + Superannuation)
$750,000
$750,000
$402,000
$366,663
STI
$523,3201
$727,5002
$120,600
$84,000
LTI7
$371,732
$174,278
$181,546
$35,631
1 Comprises $350K in cash and balance deferred for two years and paid in share rights.
2 The FY22 one-off transaction bonus of $360,000.
3 Luke Oxenham commenced as the Group CFO on 1 September 2021.
4.6 Legacy Option Plans
In FY23, the LTI Plan was introduced to replace the previous Executive Option Plan (initially approved at the 2016 AGM). The
change was initiated by the RNC in the first half of FY22 in recognition that the Executive Option Plan:
• No longer provided executives with the appropriate retention incentives; and
• Did not reflect contemporary practice in relation to the alignment of pay with performance.
The table below summarises the Executive Options that that have vested to date and/or remain on foot:
Table 4.6.1 Executive Options
KMP
Date
Granted
MD/CEO
18 Nov 20
1 Sept 21
CFO
1 Sept 21
Options
Granted
1,000,000
1,000,000
1,000,000
1,000,000
83,562
83,562
83,563
83,563
87,500
87,500
87,500
87,500
Vesting
Date
Exercise
Price
Vested
FY23
Vested Prior/
Expired
Exercised
1 Oct 21
1 Oct 22
1 Oct 23
1 Oct 24
1 Sep 22
1 Sep 23
1 Sep 24
1 Sep 25
1 Sep 22
1 Sep 23
1 Sep 24
1 Sep 25
$1.11
$1.22
$1.34
$1.47
$0.98
$0.98
$0.98
$0.98
$0.98
$0.98
$0.98
$0.98
-
1,000,000
1,000,000
-
83,563
-
-
-
-
87,500
-
-
-
-
-
-
-
-
-
-
-
-
-
-
nil
nil
-
-
nil
-
-
-
nil
-
-
-
nil
TOTAL
4,684,250
1,171,063
1,000,000
7 LTI remuneration reflects the value of the share-based payments expensed in the income statement for each of the financial years. This amount is made up of the
expensing of a component of the previously issued share options, as well as the in-year expense related to the FY23 issue of performance rights. They are NOT the
value of what was vested to the KMP relating FY23.
68
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 5. EXECUTIVE KMP CONTRACTS
Group Executives enter into individual Employment Agreements with Superloop which include the following key terms:
Table 5.1 Key Executive KMP Contractual Terms
Key Term
Conditions
Duration of agreement
Ongoing until notice is given by either party.
Notice period
MD/CEO: six months, after first 12 months of service.
Group Executives & Executive KMP: three-months.
Post-employment restraint
Appropriate non-solicitation and non-compete provisions commensurate with their individual role and
seniority, with provision for payment to be made during that period.
Termination
Entitlements
Provision for immediate termination or dismissal for serious misconduct with no entitlement to termination
payments in this event
Statutory leave entitlements. Any termination benefits would be subject to compliance with the limits set by
the Corporations Act and the terms of the individual contract
6. NON-EXECUTIVE DIRECTOR (NED) REMUNERATION
Superloop’s NED remuneration policy is designed to:
• Attract and retain NEDs with the appropriate experience, knowledge, skills and judgment;
• Reflect the demands and responsibilities of the role; and
• Recognise the contribution, time and expertise of each director.
In setting appropriate NED remuneration, the Board considers general industry practice, best principles of corporate
governance, the responsibilities and risks associated with the NED role, the expected time commitment on Company
matters and the fees paid to NEDs of comparable companies.
NED fees and payments are reviewed annually by the RNC. The maximum aggregate fee pool is approved by shareholders.
The current pool is $900,000, as approved at the 2022 AGM. In FY23, the total fees paid to Superloop NEDs was $677,703
which represents 75.30% of the shareholder-approved fee pool.
The RNC may, from time to time, receive advice from independent remuneration advisers to ensure NED remuneration is
appropriate and in line with market.
NEDs fees include a base fee for membership of the Limited Board plus additional fees for membership of Board
committees. Where relevant, the fees are inclusive of superannuation contributions. NED’s 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.
The Chair’s fees are determined independently to the fees of other NED’s and are based on comparative roles in the market.
The Chair is excluded from any discussions relating to the determination of his or her remuneration.
In order to ensure NEDs maintain independence and impartiality, fees are not linked to Company performance and NEDs
are not eligible to participate in any of the Company’s incentive arrangements. The NEDs are entitled to be reimbursed for
travel and other expenses incurred while carrying out their duties as a director of the Company.
69
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES The current NEDs fees per annum including statutory superannuation, effective 1 July 2022, are set out below:
Table 6.1 NEDs Fees Per Annum
Board Fee
Board
Committee Fee
Audit Committee
Risk and Compliance Committee
Remuneration and Nomination Committee
6.1 FY23 Statutory Remuneration – Non-Executive Directors
Fees and remuneration received by the NEDs
Chair Fee
Non-Executive Director
$180,000
$100,000
Chair Fee
Committee Member Fee
$20,000
$20,000
$20,000
$10,000
$10,000
$10,000
Salary / Fees
$
Other benefits
$
Total
$
Superannuation
$
Total Remuneration
Package (TRP) $
Non-Executive Directors
Peter O'Connell
Tony Clark
Vivian Stewart
Helen Livesey1
Gareth Turner1
Drew Kelton
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
Former Non-Executive Directors
Stephanie Lai2
Bevan Slattery3
TOTAL - 2023
TOTAL - 2022
FY23
FY22
FY23
FY22
FY23
FY22
162,896
90,559
105,581
63,927
126,697
82,192
38,789
-
38,789
-
120,000
82,500
84,952
82,192
-
18,265
677,703
419,635
1 Helen Livesey and Gareth Turner commenced as NED on 02 March 2023.
2 Stephanie Lai ceased as NED on 01 March 2023.
3 Bevan Slattery ceased as NED on 28 October 2021.
-
-
-
-
-
18,182
-
-
-
-
-
-
-
36,364
-
-
-
54,546
162,896
90,559
105,581
63,927
126,697
100,374
38,789
-
38,789
-
120,000
82,500
84,952
118,556
-
18,265
677,703
474,181
17,104
9,056
11,086
6,393
13,303
10,037
4,073
-
4,073
-
-
-
8,920
11,856
-
1,827
58,559
39,169
180,000
99,615
116,667
70,320
140,000
110,411
42,862
-
42,862
-
120,000
82,500
93,872
130,412
-
20,092
736,262
513,350
70
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 6.2 Equity Holdings of Non-Executive Directors
Table 6.2.1 NED shareholdings1
Opening
balance
1 July 2022
Received
as part of
remuneration
Additions
Disposals
Other
movements2
Closing
balance
30 June 2023
Directors
Peter O’Connell
Drew Kelton
Tony Clark
Vivian Stewart
Stephanie Lai2
Gareth Turner3
Helen Livesey3
-
114,993
566,079
599,243
257,243
-
-
TOTAL
1,537,558
-
-
-
-
-
-
-
-
-
-
-
-
-
16,000
-
16,000
-
-
-
-
-
-
-
-
-
-
-
-
(257,243)
-
-
-
114,993
566,079
599,243
-
16,000
-
(257,243)
1,296,315
1 The Group’s Securities Trading Policy is available on Superloop’s website at Superloop - Investor Centre.
2 Stephanie Lai ceased as NED on 01 March 2023.
3 Helen Livesey and Gareth Turner commenced as NED on 02 March 2023.
6.3 Terms of appointment
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.
7. REMUNERATION GOVERNANCE
Superloop’s remuneration governance framework has been set up to promote accountability, fairness, and alignment to
shareholder value.
Remuneration governance and oversight is primarily exercised through the Superloop Limited Board and the Remuneration
and Nomination Committee (RNC). The RNC is responsible for developing, monitoring and assessing the remuneration
strategy, policies and practices across the Group and ensuring overall pay equity.
Members of the RNC are independent NEDs.
Table 7.1 RNC membership for FY23
Name
Role
Effective Date
Other Committee Membership
Helen Livesey
Chair
2 March 2023
Risk & Compliance Committee
Tony Clark
Member (and former Chair)
Member - Full Year
Chair - to 1 March 2023
None
Vivian Stewart Member
Full Year
Stephanie Lai
Member
up to 01 March 2023
Risk & Compliance Committee (Chair)
Audit Committee
Audit Committee (Chair up to 1 Mar 23)
Risk & Compliance Committee
The Board considers that the members of the RNC provide an appropriate mix of skills to undertake its terms of reference,
having regard to their qualifications, knowledge of the IT and telco industry and experience in business management.
Further, the cross representation of members on both the Audit and Risk and Compliance committees ensures consideration
of audit and risk matters in all remuneration discussions.
71
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES From time to time, the RNC may seek external guidance from independent remuneration advisers. During FY23, the
RNC engaged Ernst & Young (EY) as independent remuneration advisers to provide support on the review of Superloop’s
remuneration framework and benchmarking for KMP and Executive remuneration.
No remuneration recommendations (as defined in the Corporations Act) relating to KMP were provided by EY or any other
external remuneration consultants during FY23.
Further details of the RNC’s role and responsibilities 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 Superloop - Investor Centre.
Superloop’s website at Superloop - Investor Centre.
The following diagram articulates Superloop’s remuneration governance framework.
Fig 7.1 Superloop’s remuneration governance framework
Superloop Board
Remuneration and Nomination Committee
Independent Remuneration Advisers
Key responsibilities
• Reviewing the Group’s remuneration policies and
framework.
• Reviewing remuneration arrangements, performance
objectives, measures and outcomes for executive KMP
and other Senior Executives.
• Reviewing remuneration arrangements for non-
executive directors.
• Reviewing remuneration disclosures.
• Reviewing succession planning for the Board, CEO and
other Senior Executives
• Identifying suitable candidates for appointment to
the Board, a Board committee or to any relevant
Management position.
• Oversight of People & Culture areas including talent
and succession, culture and engagement, inclusion
and diversity.
The Board and the RNC may seek advice from
independent remuneration advisers to support the
Board in making remuneration decisions.
Management
The CEO makes recommendations to the RNC
on the performance and remuneration outcomes
for his direct reports.
Management advises the RNC and provides information
on remuneration and People & Culture related matters.
Risk and Compliance and Audit Committees
Cross membership of the Committees ensures risk,
compliance, finance and audit-related matters are
appropriately considered in all remuneration decisions.
72
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 8. STATUTORY TABLES
8.1 Remuneration and benefits
This information is disclosed in accordance with the requirements of the Corporations Act 2001 and the Australian
Accounting Standards.
8.1.1 Executive Directors and KMP
Table 8.1.1 Fees and remuneration received by the Executive directors & KMP
Short-term employee benefits
Post
employment
benefit
Long-term
employment
benefits
Salary /
Fees
$
STI
$
Retention
Bonus
Other
benefits
$
Total
$
Super-
annuation
$
Long
Service
Leave
$
Total
Remuneration
Package (TRP)
$
% of TRP
linked to
performance
%
LTI
$
Paul Tyler
FY23
724,708 523,320
-
FY22
726,432 367,500
360,000
Luke
Oxenham1
Lidia
Valenzuela
FY23
376,708 120,600
FY22
345,059
84,000
FY23
-
FY22
81,608
-
-
1,249,533
25,292
371,732
1,453,932
23,568
174,278
497,818
429,554
25,292
181,546
21,604
35,631
-
-
510
495
-
-
-
38,199
119,807
5,892
-
-
FY23 1,101,415 643,920
510 1,747,351
50,585 553,278
-
-
-
-
-
FY22 1,153,099 451,500
360,000
38,694 2,003,293
51,064 209,909
TOTAL -
2023
TOTAL -
2022
54%
33%
43%
25%
-
-
-
-
-
-
-
-
-
-
1,646,557
1,651,778
704,657
486,789
-
125,699
2,351,213
2,264,266
1Luke Oxenham commenced as the Group CFO on 01 September 2021.
8.1.2 KMP Equity-Based Compensation Disclosures
Table 8.1.2 KMP Equity-Based Compensation Disclosures
KMP
MD/CEO
CFO
Tranche
Tranche 1
Tranche 2
Tranche 3
Tranche 1
Tranche 2
Tranche 3
Number of Performance
Rights Granted
271,621
271,621
271,621
115,892
115,892
115,891
Grant Date
Vesting Date
01 Sep 2023
01/07/2022
01 Sep 2024
01 Sep 2025
01 Sep 2023
01/07/2022
01 Sep 2024
01 Sep 2025
Total Fair Value as
at Grant Date
$ 192,851
$ 192,851
$ 192,851
$ 81,124
$ 81,124
$ 81,123
73
Remuneration ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 8.1.3 Options (Legacy)
Prior to FY23, the Company issued KMP securities under the Executive Option Plan that will vest over future years. The terms
and conditions of each grant of options affecting remuneration in the current or a future reporting period are as follows:
Table 8.1.3 Terms and conditions of Options
KMP
Date Granted
Options Granted
Vesting Date
Expiry Date
Exercise Price
MD/CEO
18 Nov 20
1 Sep 21
CFO
1 Sep 21
1,000,000
1,000,000
1,000,000
83,562
83,562
83,563
83,563
87,500
87,500
87,500
87,500
1 Oct 22
1 Oct 23
1 Oct 24
1 Sep 22
1 Sep 23
1 Sep 24
1 Sep 25
1 Sep 22
1 Sep 23
1 Sep 24
1 Sep 25
01 Oct 2023
01 Oct 2024
01 Oct 2025
01 Sep 2026
01 Sep 2026
01 Sep 2026
01 Sep 2026
01 Sep 2026
01 Sep 2026
01 Sep 2026
01 Sep 2026
$1.22
$1.34
$1.47
$0.98
$0.98
$0.98
$0.98
$0.98
$0.98
$0.98
$0.98
Total Fair Value
at Grant Date
$ 93,000
$111,000
$ 125,000
$ 16,479
$22,621
$28,336
$ 32,523
$ 17,255
$ 23,686
$ 29,671
$ 34,055
8.1.4 Shares Issued on Exercise of Employee Options
During FY23, no ordinary shares were issued as a result of the exercise of options by any KMP.
9. ADDITIONAL DISCLOSURES RELATING TO EXECUTIVE KMP
9.1 Shareholding
The numbers of ordinary shares in the Company held/acquired during the financial year by each current Executive
KMP including their personally related parties, is set out below. There were no shares granted during the reporting
period as compensation.
Table 9.1 Executive KMP Shareholdings
Name
Paul Tyler
Opening
balance
1 July 2022
230,941
Luke Oxenham
-
Received as part
of remuneration
Additions
Disposals
Other
movements
Closing balance
30 June 2023
-
-
163,059
-
-
-
-
-
394,000
-
74
Remuneration ReportSUPERLOOP ANNUAL REPORT 2023 9.2 Other Securities Holdings
The number of options over ordinary shares in the Company held during the financial year by each Executive KMP, including
their personally related parties, is set out below:
Table 9.2.1 KMP Options holdings
Name
Opening
balance
1 July 2022
Received
as part of
remuneration
Exercised
Other
movements*
Closing
balance
30 June 2023
Vested and
exercisable
Vested
during
the year
Paul Tyler
4,334,250
Luke Oxenham
350,000
TOTAL
4,684,250
*Expired during the year.
-
-
-
-
-
-
(1,000,000)
3,334,250
1,083,562
1,083,562
-
350,000
87,500
87,500
(1,000,000)
3,684,250
1,171,062
1,171,062
The number of performance rights over ordinary shares in the Company held during the financial year by each KMP,
including their personally related parties, is set out below:
Table 9.2.2 KMP Performance rights holdings
Name
Paul Tyler
Luke Oxenham
TOTAL
Opening
balance
1 July 2022
Received
as part of
remuneration
Exercised
Other
movements
-
-
-
814,863
347,675
1,162,538
-
-
-
-
-
-
Closing
balance
30 June 2023
814,863
347,675
1,162,538
Vested and
exercisable
Vested
during
the year
-
-
-
-
-
-
9.3 Shares or options over shares in subsidiaries
Executive KMP do not hold any shares or options over shares in any subsidiaries of the Group.
9.4 Loans to Executive KMPs
There were no loans to Executive KMP during FY23 (FY22: $nil)
9.5 Other Transactions with Executive KMP
There were no other transactions with Executive KMP not otherwise disclosed in the Report.
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
Peter O’Connell
Independent Chair & Non-Executive Director
Paul Tyler
Chief Executive Officer & Managing Director
29 August 2023
29 August 2023
75
Remuneration ReportSUPERLOOP 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
Auditor's Independence
Declaration.
The Board of Directors
Superloop Limited
Level 9, 12 Shelley Street
Sydney, NSW 2000
29 August 2023
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 2023, 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.
SUPERLOOP LIMITED & CONTROLLED ENTITIES
77
Financial
Report.
30 June 2023
These financial statements are the consolidated financial statements of
the 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 9, 12 Shelley Street, Sydney, NSW 2000.
A description of the nature of the consolidated entity’s operations
and its principal activities is included in the Directors’ Report on
page 34, which is not part of these financial statements.
The financial statements were authorised for issue by the Directors
on 29 August 2023. 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
80
81
82
83
84
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 30 June 2023
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
Contingent consideration treated as remuneration
Rebranding costs
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 gains / (losses)
Loss before income tax
Income tax benefit / (expense)
Loss for the year from continuing operations
Discontinued operations
Note
30 June 2023
$'000
30 June 2022
$'000
5
5
24
27
6
7
8
9
322,174
248,212
1,348
1,519
323,522
(206,655)
249,731
(168,191)
(48,567)
(40,127)
(5,360)
(2,430)
(14,299)
(14,190)
(3,941)
(752)
(1,693)
(381)
(2,310)
(8,256)
(10,325)
–
–
(7,483)
(297,887)
(237,073)
25,635
(69,065)
(2,442)
(5,204)
823
12,658
(44,397)
(25,057)
(3,964)
(639)
(50,253)
(61,399)
7,095
(133)
(43,158)
(61,532)
Profit for the year from discontinued operations
28
–
8,906
Loss for the year after tax attributable to the owners of Superloop Limited
(43,158)
(52,626)
Other comprehensive (loss) / income, net of income tax
Items that may be reclassified subsequently to profit or loss:
Exchange differences arising from translation of foreign operations
Total other comprehensive (loss) / income, net of income tax
(1,438)
(1,438)
3,611
3,611
Total comprehensive loss for the year attributable to the owners of Superloop Limited
(44,596)
(49,015)
Loss per share for loss attributable to the ordinary equity holders of the Group:
From continuing operations
Basic loss per share
Diluted loss per share
From continuing and discontinued operations
Basic loss per share
Diluted loss per share
The notes following the financial statements form part of the financial report.
80
Note
34
34
34
34
Cents
(9.01)
(9.01)
(9.01)
(9.01)
Cents
(12.76)
(12.76)
(10.91)
(10.91)
Financial ReportSUPERLOOP ANNUAL REPORT 2023 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2023
Note
30 June 2023
$'000
Restated1
30 June 2022
$'000
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
Contingent and deferred consideration
Employee benefits
Deferred revenue
Interest-bearing loans and borrowings
Total Current Liabilities
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
1 The comparative information is restated on account of finalisation of purchase price accounting for Acurus acquisition.
The notes following the financial statements form part of the financial report.
10
11
12
13
14
12
15
16
18
19
17
18
19
17
15
20
21
32,153
21,251
13,232
83,133
22,119
11,862
66,636
117,114
–
989
66,636
118,103
126,693
324,965
6,619
998
459,275
525,911
52,994
4,041
10,481
8,585
46,492
127,271
297,862
5,826
–
430,959
549,062
31,371
7,069
4,833
5,037
4,812
122,593
53,122
824
14,917
10,335
10,880
36,956
159,549
366,362
525
16,364
53,219
9,617
79,725
132,847
416,215
615,350
623,967
6,239
(3,327)
4,317
(3,327)
(251,900)
(208,742)
366,362
416,215
81
Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Contributed
equity
Reserves
Other
equity
Accumulated
losses
Total
equity
$'000
623,967
–
–
–
–
–
(8,571)
(46)
$'000
(Note 21)
$'000
(Note 1C (ii))
$'000
$'000
4,317
–
(1,438)
(1,438)
5,360
(2,000)
–
–
(3,327)
(208,742)
–
–
–
–
–
–
–
(43,158)
–
(43,158)
–
–
–
–
416,215
(43,158)
(1,438)
(44,596)
5,360
(2,000)
(8,571)
(46)
615,350
6,239
(3,327)
(251,900)
366,362
Contributed
equity
Reserves
Other
equity
Accumulated
losses
Total
equity
$'000
(Note 21)
$'000
(Note 1C (ii))
$'000
$'000
(3,327)
(156,116)
$'000
590,927
–
–
–
–
–
–
34,297
(1,257)
325
–
2,797
814
3,611
–
381
–
–
(52,626)
–
–
431,809
(52,626)
2,797
814
(52,626)
(49,015)
–
–
–
–
–
381
34,297
(1,257)
–
–
–
–
–
–
–
–
623,967
4,317
(3,327)
(208,742)
416,215
For the year ended 30 June 2023
Balance at 1 July 2022
Loss for the year
Other comprehensive loss for the year
Total comprehensive loss for the year
Share based payments
Purchase of treasury shares
Share buyback
Share buyback costs
Balance at 30 June 2023
For the year ended 30 June 2022
Balance at 1 July 2021
Loss for the year
Reserves write-back on Hong Kong disposal
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 2022
The notes following the financial statements form part of the financial report.
82
Financial ReportSUPERLOOP ANNUAL REPORT 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Note
30 June 2023
$'000
30 June 2022
$'000
OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Transaction and rebranding costs
Income taxes received / (paid)1
Net cash inflow / (outflow) from operating activities
31
INVESTING ACTIVITIES
Acquisition of subsidiary
Net proceeds from disposal of subsidiary and select SG assets
28
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 (outflow) / inflow from investing activities
FINANCING ACTIVITIES
Proceeds from issues of shares
Transaction costs paid in relation to buyback / issue of shares
Purchase of treasury shares
Lease payments
Proceeds from borrowings (net of fees)
Repayment of borrowings
Share buy-back
Interest paid
Net decrease in cash and cash equivalents held
Net decrease 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
10
10
353,602
(307,960)
(2,445)
–
43,197
(23,526)
–
730
(16,857)
(37,928)
750
(600)
(77,431)
–
(46)
(2,000)
(6,165)
15,000
(13,769)
(8,571)
(2,825)
(18,376)
(52,609)
83,133
1,630
32,153
1 Income tax paid in FY 22 relates to payments made to the Australian Tax Office for income tax payable by Exetel as at the date of acquisition.
The notes following the financial statements form part of the financial report.
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
83
Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
Notes to the
Consolidated
Financial Report.
1. Summary of Significant Accounting Policies
2. Application of New and Revised Accounting Standards
3. Critical Accounting Estimates and Judgement
4. Segment Information
5. Revenue
6. Impairment Expense
7. Interest Expense
8. Foreign Exchange Gains / (Losses)
9. Income Tax Expense
10. Cash and Cash Equivalents
11. Trade and Other Receivables
12. Other Assets
13. Property, Plant and Equipment
14. Intangible Assets
15. Deferred Taxes
16. Trade and Other Payables
17. Interest-bearing Loans and Borrowings
18. Employee Benefits
19. Deferred Revenue
20. Contributed Equity
21. Reserves
22. Dividends
23. Key Management Personnel Disclosures
24. Share Based Payments
25. Remuneration of Auditors
26. Commitments and Contingencies
27. Controlled Entities Acquired
28. Discontinued Operations
29. Transaction Costs
30. Related Party Transactions
31. Reconciliation of loss after Income Tax
to Net Cash Flow from Operating Activities
32. Non-cash Transactions
33. Financial Risk Management
34. Earnings Per Share
35. Subsidiaries
36. Events Occurring after the Reporting Period
37. Parent Entity Financial Information
86
95
96
98
101
101
102
102
102
103
103
104
105
106
110
110
111
112
112
113
115
115
116
116
119
120
121
123
124
125
127
127
128
130
132
133
134
1. Summary of Significant
Accounting Policies.
The principal accounting policies adopted in the preparation
(iv) Historical cost convention
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
These financial statements have been prepared under
the historical cost convention.
statements are for the consolidated Group consisting of
(v) Critical accounting estimates
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 2022 to
30 June 2023. The prior year covers the period 1 July 2021
to 30 June 2022. 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 2022.
86
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.
As at 30 June 2023, the Group’s current liabilities exceed
current assets by $56.0 million (30 June 2022: $64.9 million)
primarily as a result of bank borrowings being classified as
current liabilities due to maturing on 29 June 2024. On 21
July 2023, Superloop has refinanced its three-year revolving
facilities with the same syndicate of banks, increasing
the committed funding to $100 million and maturing on
30 September 2026. The Group continually monitors
the working capital position and expects to be able to
manage its cash flows by, amongst other means, controlling
uncommitted expenditure to ensure that adequate liquidity
is maintained, and all obligations are satisfied 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,
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 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
Acquisitions of businesses are accounted for using the
acquisition method. The consideration transferred in a
business combination is measured at fair value, as are the
identifiable net assets acquired.
When the consideration transferred by the Group in a
business combination includes a contingent consideration
arrangement, the contingent consideration is measured at
its acquisition-date fair value and included as part of the
consideration transferred in a business combination.
If contingent consideration is automatically forfeited upon
employment termination, such arrangements are classed
as remuneration for post-combination services and are
recorded in the Consolidated Statement of Profit or Loss in
accordance with AASB 119 Employee Benefits and AASB 2
Share-based Payments.
(iii) 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, as they
are ultimately responsible for allocating resources and
assessing performance.
(E) REVENUE RECOGNITION
(i) 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.
(ii) 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.
87
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 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.
(iii) Services
Superloop provides a range of tailored services to
customers. Revenue associated with these arrangements
is recognised over time as the services are performed.
(iv) 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 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.
(v) 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
88
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 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.
(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.
(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.
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.
89
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES (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
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:
profit or loss. Deferred income tax is determined using tax
Category
rates (and laws) that have been enacted or substantially
Network assets
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.
Communication assets
Other assets
Useful life
3-25 years
3-25 years
3-10 years
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
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.
offset and intends either to settle on a net basis, or to realise
(K) ASSETS IN THE COURSE
the asset and settle the liability simultaneously.
OF CONSTRUCTION
Current and deferred tax is recognised in the Consolidated
Assets in the course of construction are shown
Statement of Comprehensive Income, except to the extent
that it relates to items recognised in other comprehensive
at historical cost. Historical cost includes directly
attributable expenditure on telecommunications
income or directly in equity. In this case, the tax is also
recognised in other comprehensive income or directly
infrastructure which at reporting date, has not yet been
finalised and/or ready for use. Assets in the course of
in equity, respectively. Deferred tax relating to items
construction are not depreciated.
recognised outside profit or loss is recognised outside profit
90
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 Assets in the course of construction are transferred to
Software
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
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.
are amortised over the useful lives:
Spectrum licenses
Category
Rights and licenses
Software
Customer relationships, brands & trademarks
Useful life
3-15 years
3-5 years
2-10 years
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
Intangible assets with finite useful lives are assessed for
renewal dates of each licence.
impairment whenever there is an indication that the intangible
Customer acquisition costs
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.
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.
The useful life of an intangible asset with an indefinite
Customer relationships, brands & trademarks
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’)
Customer relationships acquired 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.
IRUs of capacity are recognised as intangible assets and are
amortised on a straight-line basis over the remaining life of
Other intangibles
the contracts.
Goodwill
Other intangibles are amortised on a straight-line basis over
the period of their expected benefit.
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.
(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.
91
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 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.
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.
(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
After initial recognition, the lease liability is recorded at
substantially ready for their intended use or sale. To the
amortised cost using the effective interest method. It is
extent that variable rate borrowings are used to finance a
remeasured when there is a change in future lease payments
qualifying asset and are hedged in an effective cash flow
arising from a change in an index or rate (e.g. an inflation
hedge of interest rate risk, the effective portion of the
related increase) or if the Group's assessment of the lease
derivative is recognised in Consolidated Statement of Profit
term changes; any change in the lease liability as a result of
or Loss and Other Comprehensive Income and reclassified to
these changes also results in a corresponding change in the
profit or loss when the qualifying asset affects profit or loss.
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
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.
in subsequent periods.
(Q) EMPLOYEE BENEFITS
(O) TRADE AND OTHER PAYABLES
(i) Short-term obligations
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
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
92
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 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.
(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
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),
Equity-settled share-based payments to employees and
the proportionate share of the accumulated exchange
others providing similar services are measured at the fair
differences is reclassified to profit or loss.
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
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
Ordinary shares are classified as equity. Incremental costs
comprehensive income.
directly attributable to the issue of new shares are shown in
(T) EARNINGS PER SHARE
equity as a deduction, net of tax, from the proceeds.
(i) Basic earnings per share
(S) FOREIGN EXCHANGE
The financial statements are presented in Australian dollars,
which is the Group’s presentation currency.
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
(i) Foreign currency transactions
ordinary shares
Foreign currency transactions are translated into the
functional currency of the entity using the exchange rates
• by the weighted average number of ordinary shares
outstanding during the financial period, adjusted for
prevailing at the date of the transactions.
bonus elements in ordinary shares issued during the year
(Note 34).
(ii) Foreign operations
The assets and liabilities of foreign operations are translated
into the presentation currency (Australian dollars) using the
93
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES (ii) Diluted earnings per share
(W) HEDGE ACCOUNTING
Diluted earnings per share adjusts the figures used in
the determination of basic earnings per share to take
into account:
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
•
the after income tax effect of interest and other
cash flow hedges.
financing costs associated with dilutive potential
ordinary shares; and
(i) Cash flow hedge
•
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.
The effective portion of changes in the fair value of financial
instruments that are designated and qualify as cash flow
hedges is recognised in other comprehensive income
and accumulated under the heading of cash flow hedging
reserve. The gain or loss relating to the ineffective portion
is recognised immediately in profit or loss and is included in
the ‘other gains and losses’ line item.
(ii) Fair Value hedge
Changes in the fair value of financial instruments that are
designated and qualify as fair value hedges are recognised
in profit or loss immediately, together with any changes
in the fair value of the hedged asset or liability that are
attributable to the hedged risk. The change in the fair value
of the hedging instrument and the change in the hedged
item attributable to the hedged risk are recognised in profit
or loss in the line item relating to the hedged item.
(X) PARENT ENTITY FINANCIAL INFORMATION
The financial information for the parent entity, Superloop
Limited, disclosed in Note 37 has been prepared on the
same basis as the consolidated financial statements.
94
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 2. Application of New and
Revised Accounting Standards.
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 2014-10 Amendments to Australian Accounting Standards – Sale or
1 January 2025
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
1 January 2024
of Liabilities as Current or Non-current, AASB 2020-6 Amendments to
Australian Accounting Standards – Classification of Liabilities as Current or
Non-current – Deferral of Effective Date and AASB 2022-6 Amendments to
Australian Accounting Standards – Non-current Liabilities with Covenants
AASB 2022-5 Amendments to Australian Accounting Standards – Lease Liability
1 January 2024
in a Sale and Leaseback
AASB 17 Insurance Contracts, AASB 2020-5 Amendments to Australian
1 January 2023
Accounting Standards – Insurance Contracts, AASB 2022-1 Amendments to
Australian Accounting Standards – Initial Application of AASB 17 and AASB
9 – Comparative Information and AASB 2022-8 Amendments to Australian
Accounting Standards – Insurance Contracts: Consequential Amendments
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of
1 January 2023
Accounting Policies and Definition of Accounting Estimates
AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax
1 January 2023
related to Assets and Liabilities arising from a Single Transaction
AASB 2021-6 Amendments to Australian Accounting Standards – Disclosure of
1 January 2023
Accounting Policies: Tier 2 and Other Australian Accounting Standards
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.
95
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 3. Critical Accounting
Estimates and Judgement.
The preparation of the Group’s consolidated financial
provides that those items may be allocated to the CGUs
statements requires Management to make estimates,
on a ‘reasonable and consistent basis.’
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
The allocation framework adopted by the Group in
conducting the impairment testing is:
• Segment Specific – Where costs, assets or Goodwill can
be separately identified and allocated specifically to a
CGU, they will be allocated to that CGU.
• 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
In assessing impairment of goodwill, other tangible
Group derecognised $35.1 million of Goodwill. The amount
and indefinite life intangible assets, in accordance with
of Goodwill derecognised reflected the relative value of the
accounting policy. Management estimates the recoverable
discontinued operations.
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 14.
The identification of cash generating units (“CGU”) is an
area of significant judgement, given the interdependence of
(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.
the services and offerings. The Group’s identified CGU’s are
(iii) Revenue recognition
Consumer, Business and Wholesale.
With any 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.
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
AASB 136 Impairment of Assets acknowledges that some
contracts requires the application of judgement due to
or all of the COGS, Assets and Goodwill may not be readily
the complexity and nature of the customer arrangements.
assignable to a specific CGU. In this case the Standard
The assumptions made in the estimates are based on the
96
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 information available to Management at the reporting date.
course of business for which the ultimate tax determination
A change in the estimated stage of completion could have
is uncertain. The Group estimates its tax liabilities based on
an impact on the timing of the revenue recognition. Refer to
the Group’s understanding of the tax law. Where the final
Note 1(E) for further information on revenue recognition.
tax outcome of these matters is different from the amounts
In respect of the Group’s Wholesale Aggregation product
(Superloop Connect). The Group has determined that in
that were initially recorded, such differences will impact
the current and deferred income tax assets and liabilities
relation to the performance obligation of arranging the
in the year.
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.
(iv) Income taxes
(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).
(vii) Contingent consideration
The calculation of consideration payable in relation to past
acquisitions which is contingent upon future performance
requires the estimation of future revenues and costs and is
The Group is subject to income taxes in each jurisdiction
subject to uncertainty.
that it operates. Estimation is required in determining
the provision for income taxes as there are certain
transactions and calculations undertaken during the ordinary
97
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 4. Segment Information.
(A) DESCRIPTION OF SEGMENTS
Description of segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Executive
Management team (the chief operating decision makers) in assessing performance and in determining the allocation of
resources. In FY22, the operating segments were amended 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 Wifi.
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).
98
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 (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 2023
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
Continuing operations
Revenue and other income
Direct costs
Gross Margin
Operating expenses
Transaction Costs
Marketing costs
Depreciation and amortisation
Impairment expense
Contingent consideration treated as remuneration
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
43,911
(17,505)
26,406
99,780
179,831
323,522
(61,734)
(127,416)
(206,655)
38,046
52,415
(14,474)
(27,478)
(27,113)
116,867
(71,299)
(1,693)
(14,299)
(69,065)
(2,442)
(3,941)
(4,381)
(50,253)
7,095
–
(43,158)
Operating Segments as at 30 June 2023
Non-current assets
Property, plant and equipment
Intangible assets excluding goodwill
(includes indefeasible rights to use)
Goodwill
Total
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
32,266
44,057
50,370
126,693
39,867
40,167
49,617
44,423
68,685
82,206
158,169
166,796
112,300
138,097
201,261
451,658
Australia represents 97.4% of revenue for the period from continuing operations on a geographical segment basis, and there
is no reliance on any significant customers.
99
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES Operating Segments for year ended 30 June 2022
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
Continuing operations
Revenue and other income
Direct costs
Gross Margin
Operating expenses
Transaction Costs
Marketing costs
Depreciation and amortisation
Impairment expense (goodwill)
Interest, FX & other
Loss before income tax
Income tax expense (continuing operations)
Discontinued operations
38,325
(12,806)
25,519
80,522
130,884
249,731
(55,231)
(100,154)
(168,191)
25,291
30,730
(7,769)
(18,312)
(18,316)
81,540
(53,143)
(7,483)
(8,256)
(44,397)
(25,057)
(4,603)
(61,399)
(133)
Profit for the year from discontinued operations
8,906
-
-
8,906
Loss after tax attributable to the owners of Superloop Limited
(52,626)
Operating Segments as at 30 June 20221
Non-current assets
Property, plant and equipment
Intangible assets excluding goodwill
(includes indefeasible rights to use)
Goodwill
Total
Wholesale
$'000
Business
$'000
Consumer
$'000
TOTAL
$'000
32,513
41,727
53,031
127,271
48,198
40,167
38,772
43,794
44,725
82,206
131,695
166,167
120,878
124,293
179,962
425,133
1The comparative information is restated on account of finalisation of purchase price accounting for Acurus acquisition.
100
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 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 2023
$'000
30 June 2022
$'000
315,662
6,512
322,174
730
618
–
246,528
1,684
248,212
147
424
948
Total revenue and other income
323,522
249,731
The transaction price allocated to unsatisfied performance obligations at 30 June 2023 are as set out below.
Long term capacity contracts
Other
Total
30 June 2023
$'000
30 June 2022
$'000
21,045
2,457
23,502
19,137
2,264
21,401
The total future revenue from the Group’s contracts with customers with performance obligations not satisfied at 30 June
2023 is $23.5 million (FY22: $21.4 million) of which $8.6 million (FY22: $5.0 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 10 years.
6. Impairment Expense.
During the period, management assessed the carrying value of certain assets. Management determined the recoverable
amount was less than the current carrying value and booked an impairment in the value of those assets accordingly.
Inventory
Customer relationships (net)
Other assets
Goodwill
Total impairment expense
30 June 2023
$'000
30 June 2022
$'000
943
609
890
–
2,442
–
–
–
25,057
25,057
101
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 7. Interest Expense.
Finance charge on lease liabilities
Interest on borrowings
Total interest expense
30 June 2023
$'000
30 June 2022
$'000
(752)
(4,452)
(5,204)
(741)
(3,223)
(3,964)
8. Foreign Exchange Gains / (Losses).
Foreign exchange gains for the year arose as a result of exchange rate movements in the ordinary course of business.
Net foreign exchange gains / (losses) for the year
Total net foreign exchange gains / (losses)
9. Income Tax Expense.
(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)
30 June 2023
$'000
823
823
30 June 2022
$'000
(639)
(639)
30 June 2023
$'000
30 June 2022
$'000
–
145
145
6,950
–
6,950
7,095
–
–
–
(133)
–
(133)
(133)
(b) The income tax expense for the year can be reconciled to the accounting loss as follows:
Loss from continuing operations before income tax expense
(50,253)
(61,399)
Tax (expense) / credit at the Australian tax rate of 30%
Non-deductible acquisition costs
Non-deductible impairment expense
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
Total income tax benefit/(expense)
102
15,076
(129)
(733)
(33)
(1,608)
(686)
(4,792)
7,095
18,420
(2,269)
(7,517)
(28)
(114)
49
(8,674)
(133)
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023
10. Cash and Cash Equivalents.
Cash at bank and on hand
Short term deposits
Total cash and cash equivalents
30 June 2023
$'000
30 June 2022
$'000
24,125
8,028
32,153
42,436
40,697
83,133
11. Trade and Other Receivables.
Trade receivables
Allowance for expected credit losses
Net trade receivables
Other receivables
Total
Trade receivables
Allowance for expected credit losses
Net trade receivables
Other receivables
Total
(A) PAST DUE BUT NOT IMPAIRED
Note
(A)
(B)
Note
(A)
(B)
Current
$'000
Non-current
$'000
22,911
(2,441)
20,470
781
21,251
–
–
–
–
–
Current
$'000
Non-current
$'000
23,722
(2,351)
21,371
748
22,119
–
–
–
–
–
30 June 2023
Total
$'000
22,911
(2,441)
20,470
781
21,251
30 June 2022
Total
$'000
23,722
(2,351)
21,371
748
22,119
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.
Age of trade receivables that are not impaired
30 June 2023
$'000
30 June 2022
$'000
0-30 days
31-60 days
61 – 90 days
90 days plus
Total
18,335
1,471
–
664
20,470
18,598
1,258
115
1,400
21,371
103
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
(B) AGING OF ALLOWANCE FOR EXPECTED CREDIT LOSS (“LOSS ALLOWANCE”)
As at 30 June 2023, the Group had a loss allowance of $2.4 million (2022: $2.4 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.
Aging of credit loss allowance
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
12. Other Assets.
CURRENT
Prepayments
Contract assets
Total other assets – current
NON-CURRENT
Other non-current assets
Contract assets
Total other assets – non-current
104
30 June 2023
$'000
30 June 2022
$'000
150
443
1,848
2,441
1,247
53
1,051
2,351
30 June 2023
$'000
30 June 2022
$'000
2,351
(1,393)
1,483
2,441
301
(296)
2,346
2,351
30 June 2023
$'000
30 June 2022
$'000
6,287
6,945
13,232
139
6,480
6,619
6,979
4,883
11,862
262
5,564
5,826
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 13. Property, Plant and Equipment.
30 June 2023
$'000
30 June 2022
$'000
Carrying amounts of:
Assets in the course of construction
Network assets
Communication assets
Other assets
Total
Cost or valuation:
Balance at 30 June 2021
Additions
Additions through business combination
Transfers
Disposals
Movement in foreign exchange
Balance at 30 June 2022
Additions
Additions through business combination
Transfers
Disposals
Movement in foreign exchange
5,357
77,782
32,923
10,631
126,693
Assets in the
course of
construction
$'000
Network
assets
$'000
Communication
assets
$'000
Other
assets
$'000
1,871
9,566
–
(10,999)
–
26
464
17,042
–
(12,155)
–
6
200,334
2,037
–
2,466
(119,378)
3,452
88,911
51
913
5,139
–
12
464
75,903
38,084
12,820
127,271
Total
$'000
277,001
23,535
2,434
–
(121,025)
3,357
69,087
3,317
70
7,605
(704)
189
5,709
8,615
2,364
928
(943)
(310)
79,564
16,363
185,302
3,360
1,298
5,582
(615)
83
1,022
167
1,434
(1,811)
287
17,462
(102)
(4,172)
417
314
(3,543)
(3,965)
742
(65)
21,475
2,378
–
(2,426)
388
207,117
(57,604)
(25,567)
26,336
(1,196)
(58,031)
(23,222)
948
(119)
Balance at 30 June 2023
5,357
95,026
89,272
Accumulated depreciation and Impairment:
Balance at 30 June 2021
Depreciation charge
Disposals
Movement in foreign exchange
Balance at 30 June 2022
Depreciation charge
Disposals
Movement in foreign exchange
Balance at 30 June 2023
–
–
–
–
–
–
–
–
–
(29,248)
(7,336)
24,939
(1,363)
(13,008)
(4,234)
–
(2)
(28,254)
(14,059)
980
(147)
(41,480)
(15,023)
206
(52)
(17,244)
(56,349)
(6,831)
(80,424)
Carrying value at 30 June 2023
Carrying value at 30 June 2022
5,357
464
77,782
75,903
32,923
38,084
10,631
12,820
126,693
127,271
Property, plant and equipment includes $13.6 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 FY23 totalled $3.7 million.
105
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
Right of use asset
Carrying value at 30 June 2021
Additions through business combination
Additions
Depreciation charge
Disposals
Movements in foreign exchange
Carrying value at 30 June 2022
Additions
Depreciation charge
Disposals
Movements in foreign exchange
Carrying value at 30 June 2023
14. Intangible Assets.
Carrying amounts of:
Assets being developed
Rights and licences
Software
Customer relationships, brands and trademarks
Goodwill
Total intangible assets
Communication
assets
$'000
5,232
–
3,283
(2,915)
–
–
5,600
3,475
(3,069)
(410)
–
5,596
Other
assets
$'000
5,301
797
7,719
(2,865)
(21)
(4)
10,927
241
(2,316)
(1,003)
110
7,959
Total
$'000
10,533
797
11,002
(5,780)
(21)
(4)
16,527
3,716
(5,385)
(1,413)
110
13,555
30 June 2023
$'000
Restated
30 June 2022
$'000
4,264
70,711
21,839
61,355
166,796
324,965
1,219
59,374
21,148
49,954
166,167
297,862
106
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 Assets being
developed
$'000
Rights and
licences
$'000
Software
$'000
Customer
acquisition
costs & other
intangible assets
$'000
Customer
relationships,
brands &
trademarks
$'000
Goodwill
$'000
Total
$'000
Movements
Cost or valuation:
Balance as at 30 June 2021
3,181
72,839
Additions through business
combination
Additions
Reclassifications
Transfers
Disposals
Movement in foreign exchange
–
8,447
4,759
15,454
77
–
9,936
15,895
–
230
(6,798)
1,691
5,107
–
–
(17,318)
1,152
–
–
Balance as at 30 June 2022
1,219
82,265
31,168
Additions through business
combination
Additions
Transfers
Movement in foreign exchange
–
–
5,208
21,118
20,659
(18,073)
–
2,728
1,898
592
2,446
–
Balance as at 30 June 2023
4,264
107,550
39,414
Accumulated amortisation and impairment:
Balance as at 30 June 2021
Reclassifications
Disposals
Amortisation charge
Impairment charge
Movement in foreign exchange
Balance as at 30 June 2022
Amortisation charge
Impairment charge
Movement in foreign exchange
Balance as at 30 June 2023
–
–
–
–
–
–
–
–
–
–
–
(19,004)
(7,282)
–
4,170
–
–
(7,649)
(2,741)
–
(408)
–
3
(22,891)
(10,020)
(13,489)
(7,555)
–
(459)
–
–
(36,839)
(17,575)
Carrying value at 30 June 2023
Carrying value at 30 June 2022
4,264
1,219
70,711
21,839
59,374
21,148
9,247
58,446
135,064
288,713
–
–
(9,247)
–
–
–
–
–
–
–
–
–
(4,488)
4,488
–
–
–
–
–
–
–
–
–
–
–
39,777
91,304
155,423
–
–
–
–
–
–
–
–
20,213
(8,940)
–
(35,143)
(52,461)
–
1,152
98,223
191,225
404,100
23,587
628
29,423
–
12,899
–
–
–
–
42,369
–
1,898
134,709
191,853
477,790
(34,355)
–
–
(13,912)
–
(2)
–
–
–
–
(65,129)
4,488
4,170
(24,302)
(25,057)
(25,057)
(1)
(408)
(48,269)
(25,058)
(106,238)
(22,050)
(3,037)
2
–
–
1
(43,094)
(3,037)
(456)
(73,354)
(25,057)
(152,825)
61,355
166,796
324,965
49,954
166,167
297,862
107
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES Intangible Assets includes the following carrying values of leased assets recorded as “right of use” asset for the
leased items as follows:
Carrying value, beginning
Additions
Amortisation charge
Carrying value, ending
30 June 2023
$'000
30 June 2022
$'000
1,440
–
(96)
1,344
–
1,440
–
1,440
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.
Wholesale
Business
Consumer
Total goodwill
30 June 2023
$'000
40,167
44,423
82,206
166,796
Restated1
30 June 2022
$'000
40,167
43,794
82,206
166,167
1The comparative information is restated on account of finalisation of purchase price accounting for Acurus acquisition.
Goodwill and intangible assets with an indefinite useful
ending 30 June 2024 budget with the cash flows beyond the
life are not subject to amortisation and are assessed for
budget period projected over 5 years using annual growth
impairment at least annually, or whenever an indication of
rates for each product within each cash-generating unit
impairment arises.
based on historical earnings growth, current and forecast
An impairment loss relating to goodwill is recognised for the
trading conditions and business plans.
amount by which the carrying amount of a group of cash-
For the impairment analysis conducted at 30 June 2023, the
generating units exceeds their recoverable amount. The
range of cash flow inputs have been determined as follows:
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.
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
Management applies judgement to identify cash-generating
capabilities such as the Wholesale aggregation on white
units and groups of cash-generating units. Recoverable
label products. Specifically, the model revenue growth rates
amounts and impairment assessment is determined using
for each segment are:
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
• Wholesale segment - a range from 6% to 9%;
• Business segment - a range from 5% to 16%; and
• Consumer segment - a range from 4% to 29%.
108
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023
The forecast Gross Margin reflects the above revenues and
a commensurate change in the associated cost of goods
the business, adjusting for inflationary increases but not
reflecting any future restructurings or cost-saving measures.
sold which reflect volume-based increases (in the case of
The annual increase in operating costs over years 1-5 in the
NBN product resale), anticipated price increases in other
value in use model range from 3% to 23%.
products, offset by efficiencies that are delivered through
ongoing leverage of the Group’s purchasing power.
Annual Capital Expenditure reflects the expected cash costs
in the CGUs for hardware and software that is developed
Operating Costs reflect the fixed costs of the CGUs, which
do not vary significantly with sales volumes or prices,
to maintain the Network and support customer growth
initiatives. The growth in Capital expenditure per year is not
and also include management forecasts for these and
expected to be material and is based on an annual capital
other corporate costs based on the current structure of
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 2023
30 June 2022
30 June 2023
30 June 2022
3.00%
2.50%
2.00%
3.00%
3.00%
2.75%
12.00%
12.00%
12.00%
10.50%
11.50%
10.50%
The Group has reviewed sensitivities on the key assumptions
$35.1 million of Goodwill during FY22. The amount of
used to determine the recoverable amount for each CGU
Goodwill derecognised reflected the relative value of the
to which goodwill is allocated. The directors believe that
discontinued operations.
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
During FY22, For the Business segment, impairment
groups of cash-generating units.
testing indicated that the carrying amount exceeded
the recoverable amount at 30 June 2022, resulting in an
impairment of $25.0 million to Goodwill. Further, as a
consequence of the disposal of the Hong Kong entity and
certain select Singapore Assets, the Group derecognised
Whilst all of these sensitivities when individually performed
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.
109
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
15. Deferred Taxes.
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 2023
$'000
Restated1
30 June 2022
$'000
1,831
6,050
12,490
886
1,166
(1,681)
(30,624)
(9,882)
998
(10,880)
(9,882)
1,592
9,369
12,490
871
849
(1,653)
(33,135)
(9,617)
–
(9,617)
(9,617)
1 The comparative information is restated on account of finalisation of purchase price accounting for Acurus acquisition.
At the reporting date, the Group has unused tax losses of $134.7 million (FY22: $161.1 million) available for offset against
future profits. A deferred tax asset of $12.5 million (FY22: $12.5 million) has been recognised in respect of $41.6 million
(FY22: $41.6 million) of such losses. No deferred tax asset has been recognised in respect of the remaining $93.1 million
(FY21: $119.5 million). Deferred tax assets are recognised where it is considered probable that they will be recovered
against taxable profits in the future.
16. Trade and Other Payables.
30 June 2023
$'000
30 June 2022
$'000
32,034
8,955
8,078
3,927
52,994
12,790
1,731
13,164
3,686
31,371
Trade payables
Other payables
Accrued expenses
Current tax liabilities
Total trade and other payables
110
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023
17. Interest-bearing
Loans and Borrowings.
The Group had interest bearing loans and borrowings as at 30 June 2023 of $56.8 million (30 June 2022: $58.0 million). The
average effective interest rate on bank borrowing is approximately 6.16% (2022: 3.1%) 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 $94.4 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.
On 21 July 2023, the Group refinanced its three-year revolving facility with Westpac, HSBC and ANZ increasing the
committed funding to $100 million with a maturity date of 30 September 2026. The Group is required to adhere to financial
covenants, including leverage ratio, minimum capital requirement and interest cover ratio.
Bank guarantees to the value of $2.9 million have been issued under the facility.
Current
Lease liability
Revolving debt facility drawn (net of transaction costs)
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 2023
$'000
30 June 2022
$'000
(A)
(A)
4,351
42,141
46,492
10,335
–
10,335
4,812
–
4,812
12,903
40,316
53,219
Total interest-bearing loans and borrowings
56,827
58,031
Total revolving debt facility limit
Less bank guarantees issued under the facility
Less amounts drawn (before transaction costs)
Revolving debt facility available
94,400
(2,945)
(42,500)
48,955
96,900
(3,199)
(41,269)
52,432
(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.
111
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 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 from 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.
Bank loans (Note 17)
Total liabilities from financing activities
40,316
40,316
15,000
15,000
(13,769)
(13,769)
594
594
42,141
42,141
30 June 2022
$'000
Financing
inflows
Financing
outflows
Non-cash
movement
30 June 2023
$'000
Bank loans (Note 17)
Total liabilities from financing activities
56,134
56,134
25,000
25,000
(41,386)
(41,386)
568
568
40,316
40,316
30 June 2021
$'000
Financing
inflows
Financing
outflows
Non-cash
movement
30 June 2022
$'000
18. Employee Benefits.
Current
Non-current
Total employee benefits
30 June 2023
$'000
30 June 2022
$'000
10,481
824
11,305
4,833
525
5,358
The employee benefits represent accrued annual leave, long service leave entitlements and earn out payments in relation to
the acquisition of VostroNet that are treated as a remuneration (Note 27).
19. Deferred Revenue.
30 June 2023
$'000
30 June 2022
$'000
8,585
14,917
23,502
5,037
16,364
21,401
Current
Non-current
Total deferred revenue
112
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023
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.
Deferred revenue movement
Opening balance
Additions through business combination
Additions
Disposals
Revenue recognised
Closing balance
30 June 2023
$'000
30 June 2022
$'000
21,401
–
10,181
–
(8,080)
23,502
39,323
4,130
3,528
(20,230)
(5,350)
21,401
20. Contributed Equity.
(A) SHARE CAPITAL
Fully paid ordinary shares
Total share capital
Less: Buyback / Issue costs
Contributed equity
30 June 2023
Number of
shares
30 June 2022
Number of
shares
475,560,561
486,807,489
475,560,561
486,807,489
30 June 2023
$'000
30 June 2022
$'000
629,657
629,657
(14,307)
475,560,561
486,807,489
615,350
638,228
638,228
(14,261)
623,967
113
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
(B) MOVEMENTS IN ORDINARY SHARE CAPITAL
Date
Details
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
Number of
shares
450,614,343
22,797,291
9,900,990
87,400
13,800
Issue Price
$
0.93
1.01
0.95
0.91
Value
$
603,930,627
21,201,481
10,000,000
83,030
12,558
24-Jun-22
Acurus acquisition
3,393,665
0.884
3,000,000
30-Jun-22
Balance
16-Aug-22
Share buyback
26-Sep-22
Share buyback
27-Oct-22
Share buyback
21-Nov-22
Share buyback
7-Dec-22
Share buyback
486,807,489
638,227,696
(1,572,000)
(2,177,387)
(3,060,613)
(3,386,732)
(1,050,196)
0.839
0.726
0.744
0.769
0.752
(1,319,304)
(1,580,411)
(2,277,584)
(2,604,152)
(789,328)
30-Jun-23
Balance
475,560,561
629,656,917
Superloop shares issued upon acquisition of VostroNet (15,613,979 shares at $0.672 per share) and being held in escrow at
30 June 2023 have not been included as a movement in ordinary share capital. These have been assessed as remuneration
for accounting purposes, refer to Note 27.
(C) ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group in proportion
to the number of, and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a
meeting in person or by proxy, is entitled to one vote, and upon a poll each share, is entitled to one vote.
Ordinary shares have no par value and the Group does not have a limited amount of authorised capital.
(D) DIVIDEND REINVESTMENT PLAN
The Group does not have a dividend reinvestment plan in place.
(E) CAPITAL MANAGEMENT
The Group’s objectives when managing capital are to safeguard 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.
114
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 Total borrowings (as per Note 17)
Less: cash and cash equivalents
Net debt / (surplus cash)
Total equity
Gearing ratio
30 June 2023
$'000
30 June 2022
$'000
56,827
(32,153)
24,674
366,362
6.7%
58,031
(83,133)
(25,102)
416,215
-6.0%
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. Including lease liabilities and net borrowing transaction costs, the gearing
ratio was 6.7% as at 30 June 2023 (FY22: -6.0%).
21. Reserves.
Share based payments
Treasury shares reserves
Foreign currency translation reserve1
Total reserves
30 June 2023
$'000
30 June 2022
$'000
7,061
(2,000)
1,178
6,239
1,701
–
2,616
4,317
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.
22. Dividends.
No dividends were paid or declared in FY23 (FY22: nil).
115
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
23. Key Management
Personnel Disclosures.
(A) KEY MANAGEMENT PERSONNEL COMPENSATION
Short term employee benefits
Post employment benefits
Share based payments
Total key management personnel compensation
Detailed remuneration disclosures are provided in the Remuneration Report.
30 June 2023
$
2,424,720
109,144
553,278
3,087,142
30 June 2022
$
2,477,474
90,233
209,909
2,777,616
24. Share Based Payments.
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 2023 was $5,360,289
(FY22: $380,508). Share based payment expense for the year includes $3,500,000 of share based contingent consideration
treated as remuneration in relation to VostroNet Acquisition (Refer Note 27).
Shares required to meet the Share Options and Performance Rights obligation will be acquired by an employee share trust
on market and are held as treasury shares until such time as they become vested.
Performance Rights
Performance Rights are granted for $nil consideration. A performance right is a right to an allocation of ordinary shares in
Superloop Limited (at no cost) subject to continued employment at the vesting date. On the vesting date, the number of
Performance Rights that have vested will be automatically exercised and converted to ordinary shares in Superloop Limited.
The movement in the number of performance rights during the year is as follows:
Year
2023
2022
Beginning of the year
No.
–
–
Granted
No.
4,255,485
–
Forfeited
No.
(222,000)
–
Exercised
No.
Expired
No.
End of the year
No.
–
–
–
–
4,033,485
–
116
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023
Details of performance rights is as follows:
Number
of rights
Share Price at
Grant date
Fair Value at
Grant date
Vesting
date
Expiry
date
Exercise Price
$
998,778
998,772
998,771
422,000
422,000
1,000
1,000
10,000
10,000
57,054
57,055
57,055
0.70
0.70
0.70
0.70
0.70
0.66
0.66
0.62
0.62
0.73
0.73
0.73
0.70
0.70
0.70
0.70
0.70
0.66
0.66
0.62
0.62
0.73
0.73
0.73
01/09/2023
01/07/2032
01/09/2023
01/07/2032
01/09/2023
01/07/2032
01/07/2023
01/07/2037
01/07/2024
01/07/2037
01/07/2023
01/07/2037
01/07/2024
01/07/2037
01/04/2025
01/03/2038
01/04/2026
01/03/2038
01/09/2023
01/07/2032
01/09/2024
01/07/2032
01/09/2025
01/07/2032
–
–
–
–
–
–
–
–
–
–
–
–
Grant date
01/07/2022
01/07/2022
01/07/2022
01/07/2022
01/07/2022
04/10/2022
04/10/2022
01/03/2023
01/03/2023
01/12/2022
01/12/2022
01/12/2022
Share Options
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 an exercise price and the vesting period varies from 1 to 4 years. Options are considered expired
if they remain unexercised from vesting to options expiration date. Options are forfeited if the employee leaves the Group
before the options vesting date unless the Board deems otherwise.
The movement in the number of share options during the year is as follows:
Year
2023
2022
Beginning of the year
No.
8,378,052
8,892,042
Granted
No.
50,000
Forfeited
No.
(316,381)
2,510,056
(1,500,000)
Exercised
No.
Expired
No.
End of the year
No.
–
–
(1,765,000)
(1,524,046)
6,346,671
8,378,052
117
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
Details of performance rights is as follows:
Grant date
19/07/2022
19/07/2022
19/07/2022
19/07/2022
24/06/2022
24/06/2022
24/06/2022
24/06/2022
20/12/2021
20/12/2021
20/12/2021
20/12/2021
10/11/2021
10/11/2021
10/11/2021
10/11/2021
01/09/2021
01/09/2021
01/09/2021
01/09/2021
18/11/2020
18/11/2020
18/11/2020
01/09/2020
01/09/2020
01/09/2020
01/09/2020
12/02/2020
12/02/2020
12/02/2020
12/02/2020
Number
of rights
12,500
Share Price at
Grant date
1.03
Fair Value at
Grant date
0.20
Vesting
date
01/09/2022
Expiry
date
01/12/2026
Exercise Price
$
0.98
12,500
12,500
12,500
75,000
75,000
75,000
75,000
25,000
25,000
25,000
25,000
12,500
12,500
12,500
12,500
476,017
476,017
476,017
476,017
1,000,000
1,000,000
1,000,000
211,393
181,028
181,027
181,027
64,356
64,356
29,703
29,703
1.03
1.03
1.03
0.70
0.70
0.70
0.70
1.16
1.16
1.16
1.16
1.23
1.23
1.23
1.23
1.03
1.03
1.03
1.03
0.72
0.72
0.72
1.10
1.10
1.10
1.10
0.92
0.92
0.92
0.92
0.27
0.34
0.39
0.05
0.08
0.11
0.16
0.29
0.36
0.43
0.49
0.34
0.34
0.34
0.34
0.20
0.27
0.34
0.39
0.093
0.111
0.125
0.142
0.164
0.179
0.189
0.142
0.164
0.179
0.189
01/09/2023
01/09/2024
01/09/2025
24/06/2023
24/06/2023
24/06/2023
24/06/2023
20/12/2022
20/12/2023
20/12/2024
20/12/2025
10/11/2022
10/11/2023
10/11/2024
10/11/2025
01/09/2022
01/09/2023
01/09/2024
01/09/2025
01/10/2022
01/10/2023
01/10/2024
01/09/2021
01/09/2022
01/09/2023
01/09/2024
01/09/2020
01/09/2021
01/09/2022
01/09/2023
01/12/2026
01/12/2026
01/12/2026
24/06/2027
24/06/2027
24/06/2027
24/06/2027
20/12/2026
20/12/2026
20/12/2026
20/12/2026
10/11/2026
10/11/2026
10/11/2026
10/11/2026
01/09/2026
01/09/2026
01/09/2026
01/09/2026
01/10/2023
01/10/2023
01/10/2023
01/09/2025
01/09/2025
01/09/2025
01/09/2025
01/09/2025
01/09/2025
01/09/2025
01/09/2025
0.98
0.98
0.98
0.92
1.00
1.08
1.17
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
0.98
1.22
1.34
1.47
1.26
1.39
1.53
1.68
1.11
1.22
1.34
1.47
There were no modifications to the awards during the year.
(A) 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 30.
118
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 25. Remuneration of Auditors.
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related
practices and non-related audit firms:
(A) DELOITTE TOUCHE TOHMATSU
Deloitte and related network firms*
Audit or review of financial reports:
- Group
- Subsidiaries
Other assurance and agreed-upon procedures
under other legislation or contractual arrangements
Total remuneration of Deloitte Touche Tohmatsu
*The auditor of Superloop Limited is Deloitte Touche Tohmatsu
30 June 2023
$
30 June 2022
$
547,450
21,167
18,578
587,195
554,300
24,520
8,660
587,480
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; and
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants.
(B) NON-DELOITTE AUDIT FIRMS
Superloop Limited did not engage with any other non-Deloitte audit firms.
119
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 26. Commitments and Contingencies.
(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 2023
$'000
6,859
6,859
30 June 2022
$ '000
4,119
4,119
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.
120
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 27. Controlled Entities Acquired.
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 $22.3 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. Finalisation of the purchase price accounting was completed
within the 12-month measurement period, resulting in retrospective changes to the provisional fair values presented in the
30 June 2023 Financial Report.
Details of the revised net identifiable assets and goodwill are as follows:
a) Identifiable assets acquired, and liabilities assumed
Provisional Fair Value
$'000
Final Fair Value
$'000
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
265
860
326
20,686
(3,133)
(2,806)
16,198
10,139
3,000
7,069
20,208
20,208
(16,198)
4,010
10,139
(265)
9,874
The finalisation of acquisition accounting resulted in a number of fair value adjustments completed during the measurement
period increasing the total fair value of net identified assets acquired from $3.1 million to $16.2 million. The prior year balances
have been restated to reflect the final fair value adjustments, as these were identified during the measurement period. There is
no impact on reported profit after tax, or comprehensive income as previously disclosed for the comparative period.
121
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
VostroNet Holdings Pty Ltd and its controlled entities (“VostroNet”)
On 1 November 2022, Superloop Limited acquired 100% of VostroNet Holdings Pty Ltd and its controlled entities for a total
consideration of $35 million (before customary completion adjustments), comprising AU$23.6 million in cash and AU$10.5
million in Superloop shares. The Vendors may also be entitled to “earn out” payments capped at A$15 million subject to
certain take-up targets. The earn out payments and consideration in shares are treated as a remuneration and are being
recognised in the income statement over the minimum service period of key employees. The goodwill represents the
residual value of the purchase price over the fair value of the identifiable assets and liabilities.
Finalisation of the purchase price accounting was completed at 30 June 2023, within the 12 month measurement period,
resulting in changes to the provisional fair values as recognised at 1 November 2022.
Details of the acquisition are:
a) Identifiable assets acquired and liabilities assumed
Cash
Receivables
Inventories
Property, plant and equipment
Intangibles
Other assets
Payables and other liabilities
Borrowings
Deferred tax liability
Net identifiable assets acquired
b) Consideration transferred
Cash paid
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
Final Fair Value
$'000
209
501
39
2,378
28,795
41
(1,555)
(225)
(7,076)
23,107
23,735
23,735
23,107
628
23,735
209
23,526
Goodwill arose on the acquisition of VostroNet due to the expected synergies obtained from combining the businesses.
Impact of the acquisition on the results of the Group
Loss before tax for the year includes profit before tax of $2.1 million attributable to VostroNet. Revenue for the year includes
$3.7 million in respect of VostroNet.
Had the acquisition of VostroNet been effected on 1 July 2022, the revenue of the Group from the continuing operations
(excluding other income) for the year ended 30 June 2023 would have been $324.2 million, and the loss for the year after
from continuing operations would have been $41.2 million having excluded one-off transaction costs.
122
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 28. 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:
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 before income tax
Income tax benefit
Profit 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 for the year after tax for the year attributable to the owners of Superloop Limited
30 June 2022
$'000
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
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.
123
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
Cash flow information
Net cash inflow from operating activities
Net cash inflow from investing activities
Net cash outflow from financing activities
30 June 2022
$ '000
1,562
369
(52)
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
29. Transaction Costs.
30 June 2022
$ '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 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.
In FY23, the transaction costs predominantly relate to the acquisition of VostroNet Holdings Pty Ltd which
completed on 01 November 2022.
124
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 The components of the transaction costs for each of FY23 and FY22 included in the income statement in accordance
were as follows:
Adviser Fees1
Integration – Network2
Integration – Operational3
Termination Charges4
Employee Retention5
Total Transaction Costs
th
30 June 2023
$'000
30 June 2022
$ '000
1,477
–
216
–
–
1,693
4,775
1,114
337
622
635
7,483
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 of the Exetel Acquisition.
30. Related Party Transactions.
The following is a summary of transactions with related parties for the financial year.
On 28 October 2021, Bevan Slattery resigned as a Chair & Non-Executive Director of the Group resulting in Capital B,
Megaport, APX Partners, and Fiber Sense Pty Limited being classified as non-related parties for financial year ended 30 June
2023. The transactions with these entities for the financial year ended 30 June 2022 are disclosed for comparative purposes.
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. In FY22, fees
earned from Capital B totalled $1,000,000. Net receivable by the Company in relation to the consulting services provided
was $1,000,000.
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 were on the same terms as other agreements between Superloop and unrelated
customers and the fees are at competitive market rates. In FY22, net fees earned from Megaport totalled $1,036,718.
Net receivables from Megaport at 30 June 2022 was $53,731.
Customer agreement with Rising Sun Pictures
Superloop has entered into a customer agreement for the provision of connectivity services to Rising Sun Pictures.
Non-Executive Director, Mr Tony Clark, is Managing Director of Rising Sun Pictures and has significant influence over the
business. The agreement is on an arm’s length basis. During FY23, fees earned from Rising Sun Pictures totalled $151,730
(FY22: $90,920). Net receivables from Rising Sun Pictures at 30 June 2023 is $102,890 (FY22: $nil).
125
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 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. In FY22, fees earned from APX
Partners Pty Ltd totalled $45,438. Net receivables from APX Partners Pty Ltd at 30 June 2022 was $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 former Chair of Superloop (retired 28 October 2021) is the Chairman of Fiber Sense Pty Ltd. 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. In FY22, services received amounted to $5,218. Net payable to Fiber Sense Pty Ltd
at 30 June 2022 totalled $nil.
Supplier agreement with Subco
Superloop 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. In FY22, payments made to Subco totalled to
$412,500. Net payable to Subco at 30 June 2022 is $nil.
PROVISION OF SERVICES TO / FROM RELATED PARTIES
SALES OF GOODS / SERVICES
Revenue earned from related parties
AMOUNTS PAID TO RELATED PARTIES
Provision of services to Superloop
30 June 2023
$
30 June 2022
$
151,730
2,273,683
–
412,500
BALANCE OUTSTANDING AT THE END OF THE YEAR
Receivables
102,890
1,053,731
126
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 31. Reconciliation of Loss After Income Tax
to Net Cash Flow from Operating Activities.
Loss for the year after income tax
Adjustments for:
Depreciation and amortisation
Impairment
Share based payments expense
Interest income
Interest expense
Foreign exchange gains
Gain on disposal of operations and assets
Contingent consideration treated as remuneration
Change in operating assets and liabilities
Increase in trade debtors
Increase in prepayments and other receivables
Increase / (decrease) in trade creditors and other payables
Increase / (decrease) in deferred revenue
Increase / (decrease) in provisions
Decrease in tax related balances
Net cash inflows /(outflows) from operating activities
30 June 2023
$'000
(43,158)
30 June 2022
$ '000
(52,626)
69,065
2,442
5,360
(730)
5,204
(823)
(618)
3,941
(3,295)
(7,504)
13,208
1,133
5,949
(6,977)
43,197
51,758
25,057
381
(173)
3,964
(1,815)
(11,538)
–
(3,212)
(4,470)
(14,217)
(3,676)
(36)
(869)
(11,472)
32. 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 FY23: $1.8 million (FY22: $0.3 million).
127
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 33. 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 10 “Cash and
cash equivalents” and Note 11 “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 16 “Trade and other
payables” and Note 17 “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:
Level 1 -
Quoted prices
in active
markets
$'000
Level 2 -
Significant
observable
inputs
$ '000
Level 3 -
Significant
unobservable
inputs
$ '000
–
–
–
–
3,641
3,641
6,069
6,069
–
–
–
–
Total
$ '000
3,641
3,641
6,069
6,069
30 June 2023
Financial liabilities measured at fair value
Contingent consideration
Total financial liabilities
30 June 2022
Financial liabilities measured at fair value
Contingent consideration
Total financial liabilities
(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$/SG$, SG$/US$,
A$/NZ$, and A$/LKR. Because a proportion of Superloop’s payments for employment, inventory and construction work are
made or are expected to be made in foreign currency, primarily US dollars, movements in exchange rates impact on the
amount paid for assets, inventory and construction work. Also, because a proportion of Superloop’s revenues and profits are
earned in Singapore, movements in exchange rates impact on the translation of account balances in Superloop’s Singapore
operations. Therefore, movements in exchange rates, particularly the A$/US$ rate, the A$/SG$, SG$/US$, A$/NZ$, 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 2023.
(ii) Price risk
The Group is not exposed to any equity securities price risk or commodity price risk.
128
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 (iii) Cash flow and fair value interest rate risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates.
The Group’s main interest rate risk arises from its cash at bank, term deposits (refer Note 10), and the Group’s interest-
bearing liabilities. The Group 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 2023, 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 $419k 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
30 June 2023
$'000
32,153
30 June 2022
$'000
83,133
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 2023, the Group had $22.9 million customer trade receivables (refer Note 11).
(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, together with cash flows from operations, provides sufficient capital
to fund its expected working capital requirements for at least the next 12 months.
129
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES Contractual maturities
of financial liabilities
Within 12 months
$'000
Between 1
and 5 years
$'000
Over 5 years
$'000
Total contractual
cash flows
$'000
30 June 2023
Trade and other payables
Interest-bearing borrowings
Total non-derivatives
30 June 2022
Trade and other payables
Interest-bearing borrowings
Total non-derivatives
52,994
46,851
99,845
31,371
5,856
37,227
–
9,205
9,205
–
55,259
55,259
–
1,131
1,131
–
–
–
Carrying
amount
$'000
52,994
56,827
52,994
57,187
110,181
109,821
31,371
61,115
92,486
31,371
58,031
89,402
34. 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
Total diluted earnings / (loss) per share attributable to the ordinary
equity holders of the Group
Continuing operations
Discontinued operations
30 June 2023
Cents
30 June 2022
Cents
(9.01)
(9.01)
–
(10.91)
(12.76)
1.85
30 June 2023
Cents
30 June 2022
Cents
(9.01)
(9.01)
–
(10.91)
(12.76)
1.85
130
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 (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
Discontinued operations
Diluted Earnings Per Share
Earnings / (loss) from continuing operations attributable to the
ordinary
Continuing operations
Discontinued operations
30 June 2023
$'000
30 June 2022
$'000
(43,158)
(43,158)
–
(43,158)
(43,158)
–
(52,626)
(61,532)
8,906
(52,626)
(61,532)
8,906
(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
Weighted average number of ordinary shares and
potential ordinary shares used as the denominator
in calculating diluted earnings per share
30 June 2023
Number of shares
30 June 2022
Number of shares
479,051,467
482,348,909
–
–
–
–
479,051,467
482,348,909
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.
131
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES
35. Subsidiaries.
Superloop (Australia) Pty Ltd1
Superloop (Singapore) Pte Ltd
Superloop (Japan) K.K.
APEXN Pty Ltd1
CINENET Systems Pty Ltd1
BigAir Group Pty Ltd1,2
Clever Communications Australia Pty Ltd1
Clever Communications Operations Pty Ltd1
Saise Pty Ltd1
Access Providers Group Pty Ltd1
Activ Australia Pty Ltd1
BigAir Universe Broadband Pty Ltd1
BigAir Community Broadband Pty Ltd1
Allegro Networks Pty Ltd1
Radiocorp Pty Ltd1
Link Innovations Pty Ltd1
Intelligent IP Communications Pty Ltd1
BigAir Cloud Managed Services Pty Ltd1
Unistar Enterprises Pty Ltd1
Oriel Technologies Pty Ltd1
Integrated Data Labs Pty Ltd1
Applaud IT Pty Ltd1
CyberHound Pty Ltd1
SubPartners Pty Ltd1
SubPartners Pte Ltd
Nuskope Pty Ltd1
GX2 Holdings Pty Ltd1
GX2 Technology Pty Ltd1
My Gossip Pty Ltd1
GX2 Communications Pty Ltd1
GX2 Technology Ltd3
Global Gossip LLC
GX2 Technology Pte Ltd
GX2 Technology Limited
Superloop (Operations) Pty Ltd1
Superloop (Services) Pty Ltd1
Superloop Software Pty Ltd1
Superloop Broadband Pty Ltd1
Exetel Pty Ltd1,2
132
Country of
incorporation
Class of
shares
30 June 2023
%
30 June 2022
%
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
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%
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 Exetel Communications (Private) Ltd
Acurus Holdings Pty Ltd1
Acurus Pty Ltd1
Acurus Networks Pty Ltd1
Acurus Solutions Pty Ltd1
Tomi Broadband Pty Ltd1
VostroNet Holdings Pty Ltd1
VostroNet (Australia) Pty Ltd1
VostroNet Infrastructure Pty Ltd1
VostroNet (New Zealand) Limited
Sri Lanka
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
New Zealand
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%
–
–
–
–
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 a financial report.
3 GX2 Technology Ltd was dissolved effective 28 February 2023.
36. Events Occurring After
the Reporting Period.
On 21 July 2023, the Group refinanced its three-year
revolving facility with the committed funding of $100 million
and maturing on the 30 September 2026. The Group is
required to adhere to financial covenants, including leverage
ratio, minimum capital requirement and interest cover ratio.
On 1 August 2023, the Group announced that it has made
a non-binding indicative proposal to acquire all of Symbio
Holdings Limited’s shares via a scheme of arrangement
(Proposal or Proposed Transaction). The Proposal values
Symbio at A$2.85 per share, with consideration for the
Proposed Transaction being an equal split of cash and
Superloop shares (Proposed Purchase Price). The Proposal
also contemplates releasing up to A$0.15 per share franking
credits through the payment by Symbio of a fully franked
dividend of up to A$0.35 per ordinary share to Symbio
shareholders prior to scheme implementation.
The Proposal, which is non-binding, is subject to a number
of conditions including the completion of confirmatory
due diligence, the negotiation and execution of
customary transaction documentation (including a scheme
implementation agreement) and a unanimous Symbio
Board recommendation.
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.
133
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES 37. Parent Entity Financial Information.
The accounting policies of the parent entity, which have been applied in determining the financial information shown below,
are the same as those applied in the consolidated financial statements, except as set out below. Refer to Note 1 for a
summary of the significant accounting policies relating to the Group.
Tax consolidation
The company and its wholly owned Australian resident entities are members of a tax-consolidated group under Australian
tax law. The company is the head entity within the tax-consolidated group. In addition to its own current and deferred tax
amounts, the company also recognises the current tax liabilities and assets and deferred tax assets arising from unused tax
losses and relevant tax credits of the members of the tax-consolidated group.
30 June 2023
$'000
30 June 2022
$'000
14,214
480,016
494,230
15,737
166,120
181,857
615,350
(1,050)
3,734
(305,661)
312,373
(5,568)
(5,568)
40,529
439,019
479,548
9,328
149,022
158,350
623,967
(1,050)
(1,626)
(300,093)
321,198
(264,373)
(264,373)
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
Loss for the year
Total comprehensive loss for the period
CONTINGENT LIABILITIES OF SUPERLOOP LIMITED (PARENT ENTITY)
As at 30 June 2023, Superloop Limited did not have any contingent liabilities.
134
Notes to the Consolidated Financial ReportSUPERLOOP ANNUAL REPORT 2023 Directors' Declaration.
In the directors' opinion:
a.
the financial statements and notes set out on pages 78 to 134 are in accordance with the
Corporations Act 2001 (Cth), 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 2023 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 (Cth).
This declaration is made in accordance with a resolution of the directors as per section 295(5) of the
Corporations Act 2001 (Cth).
Paul Tyler
Chief Executive Officer & Managing Director
29 August 2023
135
Notes to the Consolidated Financial ReportSUPERLOOP LIMITED & CONTROLLED ENTITIES Independent Auditor's Report
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 2023, 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 2023 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.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte Organisation.
136
SUPERLOOP ANNUAL REPORT 2023 Independent Auditor's Report
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial report 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.
Key Audit Matter
Carrying Value of Goodwill Assets
As at the 30 June 2023 the Group’s
goodwill balance totals $166.8 million as
disclosed in Note 14.
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:
How the scope of our audit
responded to the Key Audit Matter
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
•
•
the determination of and the allocation of
included performing an analysis of the Group’s internal
goodwill to the CGUs or groups of CGUs; and
management reporting;
the determination of the following key
assumptions used in the calculation of the
recoverable amount of each of the CGUs or
groups of CGUs:
º the cash flow forecasts;
º terminal growth rates; and
º discount rates.
• assessing and challenging:
º the cash flow forecasts by agreeing inputs in the valuation
models to relevant data including approved budgets and
assessing forecasting accuracy by comparing historic forecasts
to actual outcomes;
º the annual and terminal growth rates against relevant
historical and industry data; and
º 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
14 to the consolidated financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the Directors’ Report, which we
obtained prior to the date of this auditor’s report, and also includes the following information which will be included in the
Group’s annual report (but does not include the financial report and our auditor’s report thereon): Chair Report, CEO Report,
Business Overview and ASX Additional Information, which is expected to be made available to us after that date.
137
SUPERLOOP LIMITED & CONTROLLED ENTITIES
Independent Auditor's Report
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.
When we read the Chair Report, CEO Report, Business Overview and ASX Additional Information, if we conclude that there
is a material misstatement therein, we are required to communicate the matter to the directors and use our professional
judgement to determine the appropriate action.
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
from 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.
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SUPERLOOP ANNUAL REPORT 2023 Independent Auditor's Report
• 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 50 to 75 of the Directors’ Report for the year ended
30 June 2023.
In our opinion, the Remuneration Report of Superloop Limited, for the year ended 30 June 2023, 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, 29 August 2023
139
SUPERLOOP LIMITED & CONTROLLED ENTITIES ASX Additional Information
ASX Additional Information.
The following shareholder information was applicable as at 30 September 2023.
(A) DISTRIBUTION OF EQUITY SECURITIES
The Company has one class of shares on issue, fully paid ordinary and escrow shares.
Holding
1 to 1000
1001 to 5000
5001 to 10000
10001 to 100000
100001 and Over
Total
Unmarketable parcel
Number of Investors
Number of Securities
1,822
2,291
1,095
2,083
210
7,501
1349
917,091
6,234,428
8,253,973
59,969,468
415,799,580
491,174,540
477,011
%
0.19
1.27
1.68
12.21
84.65
100.00
0.10
(B) EQUITY SECURITY HOLDERS
The names of the twenty largest holders of quoted equity securities are listed below:
Holding
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ARGO INVESTMENTS LIMITED
NATIONAL NOMINEES LIMITED
WASHINGTON H SOUL PATTINSON AND COMPANY LIMITED
RUNGE CORPORATION PTY LTD
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
1
2
3
4
5
6
7
8
9
10 MRS ANNETTE ELIZABETH LINTON
11
12
13
14
15
16
17
18
19
20
UBS NOMINEES PTY LTD
PACIFIC CUSTODIANS PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BUTTONWOOD NOMINEES PTY LTD
NEWECONOMY COM AU NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
BNP PARIBAS NOMS(NZ) LTD
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
JMRF PTY LTD
PARKER THOMPSON HOLDINGS PTY LTD
Total
Balance of Register
Grand total
140
Number of
Securities
Percentage of Issued
Shares
88,189,822
66,111,736
60,082,523
32,134,033
29,582,525
16,322,274
15,613,979
12,174,865
9,309,755
6,240,712
5,287,807
4,730,828
4,359,023
3,483,562
3,001,664
2,565,603
1,980,591
1,820,155
1,639,730
1,639,730
366,270,917
124,903,623
491,174,540
17.95
13.46
12.23
6.54
6.02
3.32
3.18
2.48
1.90
1.27
1.08
0.96
0.89
0.71
0.61
0.52
0.40
0.37
0.33
0.33
74.57
25.43
100
SUPERLOOP ANNUAL REPORT 2023 ASX Additional Information
Issued shares
Percentage of Issued
Shares
88,189,822
66,111,736
60,082,523
32,134,033
29,582,525
17.95
13.46
12.23
6.54
6.02
(C) SUBSTANTIAL HOLDERS
Holding
1
2
3
4
5
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
ARGO INVESTMENTS LIMITED
NATIONAL NOMINEES LIMITED
(D) UNQUOTED EQUITY SECURITIES
Options
A total of 6,346,666 unlisted Options are on issue.
Performance Rights
3,001,614 Executive Performance Rights and 1,862,699 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
There is no current on-market buy back of equity securities.
141
SUPERLOOP LIMITED & CONTROLLED ENTITIES Corporate Directory
Corporate
Directory.
REGISTERED OFFICE
Superloop Limited
Level 9, 12 Shelley Street,
Sydney, NSW, 2000
Tel: 1300 558 406
COMPANY WEBSITES
https://superloop.com
https://investors.superloop.com
FOR INVESTOR RELATIONS
investor@superloop.com
FOR COMPANY
SECRETARIAL QUERIES
company.secretary@superloop.com
SECURITIES EXCHANGE LISTING
Superloop Limited shares are listed on the
Australian Securities Exchange (ASX: SLC)
AUDITOR
Deloitte Touche Tohmatsu
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 REGISTRY
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Telephone: +61 1300 554 474
Fax: +61 2 9287 0303
Email: registrars@linkmarketservices.com.au
142
SUPERLOOP ANNUAL REPORT 2023 Corporate Directory
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SUPERLOOP LIMITED & CONTROLLED ENTITIES Superloop Limited Annual Report 2023
SUPERLOOP.COM