Swift Networks Group Limited
Annual Report 2016

Plain-text annual report

Thursday, 31 August 2017 Swift Annual Report – A Transformational Year ASX: SW1 Leading telecommunications and content solutions provider Swift Networks Group Limited (ASX: SW1, “Swift” or “the Company”) is pleased to provide its financial results for the year ending 30 June 2017. In what proved a transformational year for the Company, Swift achieved healthy growth in its key markets in FY17. The Company expanded promisingly in attractive new sectors and delivered a strong financial turnaround. Revenue growth year on year: In FY17, the Group achieved operating revenue of $17,005,143, which represents growth of 18% compared to the previous full financial year of operations under the previously privately held Swift Networks Pty Ltd and Wizzie Pty Ltd. This significant increase in revenue generation, coupled with a resolute focus on constraining costs and overheads, has driven a substantial uplift in the Group’s profitability. Remarkable EBITDA turnaround: In FY17, Swift achieved Earnings Before Interest, Tax, Depreciation Amortisation (“EBITDA”) of $1,005,844. This reflects an EBITDA growth of approximately $2.5 million and a remarkable turnaround when compared to the normalised EBITDA loss reported in FY16 of ($1.5 million). Strong cash position: The company’s cash balance at 30 June 2017 was $2.24 million, noting that due to the timing of receivables the cash balance was $2.63 million 3 business days later. Organic and acquisitive growth: Swift experienced significant growth in its target market verticals, namely resources, hospitality, aged care and lifestyle villages and FY17 saw the company leverage the acquisitions of Living Networks and Web2TV resulting in significant wins in the Aged Care sector with contracts with Rosewood, McKenzie Aged Care Group and BlueCross among others. Organically Swift continued to win new contracts in the Resources sectors with Rio Tinto, Shell Prelude and Inpex. Swift ended FY17 with the announcement of its upcoming acquisition of Video on Demand, a leading digital entertainment services provider in the hospitality sector. Swift Networks Group Limited ABN 54 006 222 395 1 Watts Place, Bentley WA 6069 W: www.swiftnetworks.com.au E: investor@swiftnetworks.com.au P: +61 (8) 6103 7595 F: +61 (8) 6103 7594 1 Swift Chief Executive Officer, Xavier Kris, said: “FY17 was a seminal year for Swift resulting in strong revenue growth and an exceptionally strong EBITDA turnaround.” “We are very pleased with the way Swift has transformed its business in accordance with its strategic plan. Swift’s offering for the resources, aged care and hospitality markets and its expanded content library means that the company is primed to continue its growth through FY18.” For more information, please contact: Xavier Kris Chief Executive Officer +61 8 6103 7595 / investor@swiftnetworks.com.au Tim Dohrmann Investor and Media Relations +61 468 420 846 / tim@nwrcommunications.com.au About Swift Networks Group Limited Swift Networks Group Limited (ASX: SW1) is a diversified telecommunications and content solutions provider, entertaining guests and connecting them to the world. Swift’s connectivity and content delivery platform empowers guests to watch, play, connect and interact. Swift brings accommodation providers opportunities to generate additional revenue and offers meaningful data insights to retain existing and drive new business. Swift sources premium multi-lingual content from around the world and curates, packages and distributes it to clients’ guests through its cloud-based platform. The company’s services include free-to-air television, pay television, telecommunications, Internet, data, wireless networks and streaming video on demand with content from some of Hollywood’s largest studios. Running in more than 150 sites across the mining, oil, gas, aged care, retirement village and hospitality sectors, Swift’s fully integrated platform is deployed in some of the world’s harshest regions, where reliability, flexibility and scalability are critical success factors. Swift Networks Group Limited ABN 54 006 222 395 1 Watts Place, Bentley WA 6069 W: www.swiftnetworks.com.au E: investor@swiftnetworks.com.au P: +61 (8) 6103 7595 F: +61 (8) 6103 7594 2 Appendix 4E Preliminary final report Swift Networks Group Limited Rules 4.3A Appendix 4E Preliminary Final Report Name of entity Swift Networks Group Limited and its controlled entities (“the Group”) ACN Reporting Period Previous Corresponding Period 006 222 395 Year ended 30 June 2017 Year ended 30 June 2016 Results for announcement to the market Revenues from continuing operations Loss from continuing operations after tax Loss for the year attributable to members Up Up Up $A’000 901% to 17,005 126% to (1,364) 126% to (1,364) Dividends (distributions) Amount per security Franked amount per security Final and interim dividend None - ¢ Record date for determining entitlements to the dividend N/A C:\Users\George.Nicholls\Documents\SW1_2017 Appendix 4E Preliminary Report (draft) GN.docx Appendix 4E Page 1 Appendix 4E Preliminary final report Swift Networks Group Limited Commentary on the results for the year The consolidated net loss after tax for the Group is $1,364,198 (2016: loss of $5,249,924). The 2017 financial year represented the first full 12 months of trading for the Group, as on 19 May 2016 the Company acquired Swift Networks Pty Ltd and Wizzie TV Pt Ltd. In 2017 the Group achieved an operating revenue of $17,005,143, which represents growth of 18% compared to the previous full financial year of operations under the previously privately held Swift Networks Pty Ltd and Wizzie Pty Ltd. This growth reflects the strong momentum continuing to build across the Group’s key markets with multiple new contract wins secured during the year. This in combination with a resolute focus on constraining costs and overheads, coupled with a significant increase in revenue generation, has driven a substantial uplift in the Group’s financial performance. The Group had Earnings Before Interest, Tax, Depreciation Amortisation (“EBITDA”) of $1,005,844. A reconciliation of Net Profit/(loss) after tax to EBITDA is provided below: Net loss after tax Income tax benefit Interest costs (net) A$ Description (1,364,198) Refer to accounts (1,001,757) Refer to accounts (6,609) Refer to accounts Depreciation and amortisation 1,121,925 Refer to accounts Fair valuation loss on financial liability 1,929,167 Impairment of available for sale assets 83,350 Share based payments Other expenses 192,182 51,784 EBITDA 1,005,844 Non-cash year end adjustment to the fair value of financial liabilities in respect of various performance shares Non-cash year end adjustment to the fair value of available for sale assets One-off option issue by SW1 to Company advisors incurred One-off expenses in respect to acquisitions and negotiations to exit an onerous contract The Company’s cash balance at 30 June 2017 was $2,237,906 with the Company achieving increasing cash flow positivity throughout the second half of the financial year, a consequence of a strong focus on increasing recurring revenues to drive higher cash receipts. The Group’s cash reserves have been further strengthened since the end of the period, through the raising of $4.5million (before costs) through a share placement and entering into a debt facility with Bankwest for a further $3 million to fund the Company’s transformational acquisition of Video of Demand. At the end of the financial year the Company carried no outstanding borrowings. Appendix 4E Page 2 Appendix 4E Preliminary final report Swift Networks Group Limited Events Since the End of the Financial Year On 7 July 2017 Swift Networks Group Limited entered into a binding share purchase agreement for the acquisition of VOD Pty Ltd and its parent Movie Source Pty Ltd. The acquisition will complete, upon satisfaction of certain conditions precedent, which is likely to occur at or around the date of signing of this report. The purchase price payable by the Company to the Sellers for the Acquisition is: • • $5,100,000 in cash (subject to adjustment for prepaid liabilities, trade debts, trade credits, employee entitlements and prepayments); and 3,600,000 fully paid ordinary shares at $0.25 per share in the Company. In order to fund the Acquisition, the Company has completed a placement to raise $4.5 million (before costs) via the issue of 18 million fully paid ordinary shares to sophisticated and institutional investors at $0.25 per share and has entered into debt facility with Bankwest to raise a further $3 million ("Facility"). The Placement occurred in 2 tranches, with the initial tranche of up to $2.2 million settled on 12 July 2017, and the balance of up to $2.3 million, settled on 18 August 2017 after receiving approval of shareholders at a General Meeting held on 11 August 2017. The Facility has a term of 3 years, during which the Company will make quarterly repayments with a final bullet repayment to be made at the end of the term. In addition, the Company has negotiated access to a debt facility of up to $350,000 to fund general working capital requirements. Both facilities will be secured by a first ranking general security of all present and future assets of the Company and its subsidiaries, and are subject to other terms which are considered customary for such agreements. There are no other matters or circumstances that have arisen since 30 June 2017 that have or may significantly affect the operations, results, or state of affairs of the Group in future financial periods. Appendix 4E Page 3 Appendix 4E Preliminary final report Swift Networks Group Limited OTHER APPENDIX 4E INFORMATION 1. NTA backing Net tangible asset backing per ordinary share ($0.006) $0.011 30 June 2017 30 June 2016 2. Dividends There were no dividends declared during the year and the directors do not recommend that any dividend be paid. 3. Dividend reinvestment plans N/A. 4. Details of entities over which control has been gained or lost during the period N/A. 5. Details of associates and joint ventures The carrying value of interests in associated entities is nil. 6. Audit The attached Annual Report has been prepared in accordance with the Australian Accounting Standards issued by the Australian Accounting Standards Board and has been based on accounts that have been audited. Please refer to the Independent Audit Report contained in the Annual Report. Sign here: Print name: (Director) Xavier Kris Date: 31 August 2017 Appendix 4E Page 4 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2017 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 Contents Chairman’s report Directors’ report Auditor’s independence declaration 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 statements Directors’ declaration Independent audit report Shareholder information Corporate governance statement Corporate directory 2 4 20 21 22 23 24 25 69 70 73 77 85 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 CHAIRMAN’S REPORT Dear Fellow Shareholder, It gives me great pleasure to present the 2017 Annual Report for Swift Network Limited, in which we are delighted to announce that some 13 months after coming to market, we have achieved a major turnaround in the performance of the company. This has been brought about by a focus on organic growth, the execution of keystone acquisitions, vigilance with regards to our costs and the determination to build a world class team. Now let me give a little bit of detail behind this important headline. Last year, we shared with you that the group had transitioned to being a diversified telecommunications and digital entertainment provider. In 2017, Swift continued its evolution with additional focus on it being a preeminent content solutions provider. Having already established a market leading presence in the resources sector, Swift, as promised last year moved into related verticals, such that we would no longer be reliant on just a single vertical. To this end, your board supported management’s plan to acquire two established businesses which provide entertainment and connectivity services to the aged care and lifestyle village sectors. The acquisition of Web2TV, took us into the growing aged care and lifestyle villages sector. Living Networks, a provider of mobil e, fixed line and internet services targeted at the affluent baby boomer generation was acquired in November 2016 . These acquisitions, as planned, launched Swift’s strong growth in the aged care sector, where we now have more than 100 new client sites under negotiation. At the same time, we signed several major new contracts in resources, with the likes of mining giant Rio Tinto. Swift also has made gains in the hospitality and government/defence sectors, as well as strengthening our partnerships with content providers to offer a superior service to our customers. We achieved strong quarterly year-on-year growth to close out the 2017 financial year, with a revenue of $17,005,143, which represents an 18% increase on the previous full financial year of trading of the Swift Networks Pty Ltd and Wizzie TV businesses acquired on 19 May 2016. Meanwhile, annual contracted revenues compared to one year earlier increased by 28%. Throughout the year, Swift remained focused on minimising content costs and co ntaining overheads at an appropriate level. With this approach to cost control, the company increased gross margins and achieved a significant turnaround in performance. This is a commendable result given that the company is early stage and in growth mode. We enter the 2018 financial year with a strong cash position, and subsequently further strengthened the Company’s financial position by raising $4.5 million (before costs) through a share placement. This capital raising will fund Swift’s transformational acquisition of Video on Demand, a successful Australian provider of IPTV and on-demand services. Integrating VOD will increase Swift’s market share dramatically, with site numbers to rise by more than 67% once the acquisition is complete, driving our gro wth in 2018 and beyond. Having worked with large and small companies, it has been my experience that large companies tend to have a momentum which alone can help carry them forward for a while. Small companies, on the other hand only make progress as a result of the effort of every single member of staff, each day, so I am incredibly proud of what our company has achieved in just 12 months. Of course, this could not have been achieved without you, our shareholders, who have supported and trusted the company through this period of growth, transition and value creation. We must also recognise my fellow directors for their support and counsel through the year. 2 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 CHAIRMAN’S REPORT Finally, I would like to thank Swift’s management and staff, and of cours e, our Chief Executive, Xavier Kris who work tirelessly to build a company of which we can be rightfully proud. Having laid good foundations during 2017, we look forward to seeing Swift reap the benefits of its recent acquisitions, a continued focus on growth in its new verticals, as well as organic and acquisitive growth in 2018 . Carl Clump Chairman 31 August 2017 3 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT Your Directors present their report together with the financial statements of the Group, being Swift Networks Group Limited (the Company) and its controlled entities, for the financial year ended 30 June 201 7. CHAIRMAN AND DIRECTORS Name Position Mr Carl Clump Non-Executive Chairman Mr Xavier Kris Chief Executive Officer Mr Paul Doropoulos Non-Executive Director Mr Robert Sofoulis Non-Executive Director Mr Ryan Sofoulis Executive Director PRINCIPAL ACTIVITIES The principal activities of the consolidated Group during the financial year were the provision of fully integrated digital entertainment solutions for the Resource, Hotel, Lifestyle village and Aged Care sectors . REVIEW OF OPERATIONS AND FINANCIAL REVIEW Review of Operations Throughout 2017, Swift Networks focused on entrenching its strong position in the resources accommodation sector while also expanding into new markets in line with its strategic plan. Swift bolstered its content library to drive significant inbound interest across industry sectors, helping to maintain recurring revenue at high levels and supporting a healthily growing subscriber base, which by year -end reached 150 contracted site instal lations across Australia. Resources Swift expanded its presence in the resources sector by signing contracts with new and existing clients throughout the year. Rio Tinto contracted Swift to retrofit the entire village consisting of 420 rooms across 105 accommodation buildings and six support buildings at Jerriwah Village, and provide ongoing remote management, monitoring and support of TV systems for a minimum 12-month term at Brockman 2 in the Pilbara region of WA which has more than 600 rooms housing iron ore, as well as management and support of internet services, installation of equipment onsite and 36 months of ongoing services to more than 1,000 new rooms at Rio’s Ha il Creek mine in Queensland. Later in the year, Swift won a key contract to design, construct and deploy elements of its systems with Rio Tinto at Amrun Village in far north Queensland, covering 528 rooms, offices and common areas. Swift further built on its strong relationship with Rio Tinto, winning a material contract to design and construct a remote networking solution to the mining giant’s Hope Downs 1 Village, extending across 1,064 residences, upgrading and providing communications and entertainment. 4 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 REVIEW OF OPERATIONS AND FINANCIAL REVIEW (continued) DIRECTORS’ REPORT Compass Group signed a deal with Swift to provide Wi -Fi and internet services to 800 active rooms as well as a 36- month support and services agreement at Gateway Village in Port Hedland, WA. Through agreements with Shell and NOKIA, Swift will deliver a broad suite of design, construction, entertainment, telecommunications, maintenance and support services to the Prelude LNG project offshore Western Australia, the world’s largest offshore floating facility, for an initial period of five years. Swift will supply and manage digital entertainment, connectivity and related support and maintenance for the Ichthys LNG project offshore Western Australia for at least the next three years. Swift also signed a contract with Sea Trucks, which owns and operates a fleet of more tha n 180 vessels and barges through which it provides offshore accommodation, construction facilities and maritime support to the oil and gas industry to provide content and telecommunications services initially to a 355 -man barge, with significant scope for international expansion. The Company was proud to renew its long-standing support of Sandfire Resources with a new three-year contract to provide entertainment and connectivity to Sandfire’s Doolgunna copper/gold project in central Western Australia. Also in the resources sector, Pacific Offshore awarded Swift a contract to provide content to its Arcadia vessel, which supports 750 crew members and its supporting the final stages of commissioning at Shell’s Prelude FLNG facility in WA’s Browse Basin. The contract is for up to 12 months, dependent on the commissioning timeframe. Aged Care and Lifestyle Villages A key business development for Swift was its acquisition of two established businesses which provide entertainment and connectivity services to the aged care and lifestyle village sectors. In acquiring Web2TV, which delivers customisable TV services to aged care facilities and lifestyle villages, and Living Networks, which provides mobile, fixed line and internet services tailored with benefits for users aged 50+, Swift gained access to established relationships with 27 aged care and retirement village operators, and opened significant new lines of revenue growth. Swift’s integration of these businesses proceeded to plan, with a focus on cross-selling its existing entertainment and connectivity services to Web2TV and Living Networks’ strong customers base, with the acquisitions opening multiple new opportunities to boost revenue. Residential accommodation and aged care provider Elderbloom Community Care, which operates four facilities with three different styles of living, engaged Swift to deliver managed IT services for an initial term of three years. Swift won a material contract to provide its entertainment and connectivity solution to McKenzie Aged Care Group, comprising 16 aged care facilities with 1,700 bed licenses across the Australian east coast. Swift is bringing its extensive design, construct and delivery experience to bear in the deployment of systems and services to McKenzie Aged Care Group’s facilities, commencing with McKenzie’s new 128-room Seaton Place Aged Care facility in Cleveland, Queensland. Swift will also provide its aged care entertainment system (free-to-air TV, movies on demand, Swift Aged Care curated content, My Family and My Community) to the 120 guests at Rosewood’s new five-star aged care facility in Leederville, Perth. 5 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 REVIEW OF OPERATIONS AND FINANCIAL REVIEW (Continued) DIRECTORS’ REPORT In another win in the aged care sector, Swift won a three-year contract with BlueCross Community and Residential Services, which operates 24 sites with more than 2,000 rooms across Victoria. As a first step, Swift is providing its Aged Care Entertainment system, including free-to-air TV, movies on demand, aged care curated content and it’s My Family and My Community applications to the 178 residents at BlueCross’ new Ivanhoe residence in Melbourne’s north-eastern suburbs. Hospitality In the hospitality sector, Swift won a five-year contract to deploy its entertainment solution to 179 of the Seashell Hospitality Group’s waterside serviced apartments in Scarborough, Broome, Mandurah and Yallingup. The Company’s hospitality sector resale agreement with Freedom Internet continued to bring new business, including a three-year service agreement to the 300-room Beachcomber Resort in Surfer’s Paradise, Queensland. Post year-end, Swift announced the acquisition of Video on Demand (VOD) and its parent Movie Source Pty Ltd. VOD is a market leader in the provision of IPTV and video-on-demand services, with more than 15 years of industry experience in the hospitality sector and material agreements in the growing student accommodation sector. Swift funded the acquisition through a $4.5 million (before costs) placement to institutional investors and entering a $3 million debt facility with Bankwest. Government & Defence Swift won a contract with NT Link at Delamere Range, a government facility in the Northern Territory, supplying TV and Wi-Fi services. The initial contract covered 36 rooms but this subsequently expanded to cover 212 rooms. Building on this, Swift won a multi -year contract to provide entertainment and communications services to Lendlease Corporation. The Company’s engagement with Lendlease’s facility manager Northern Rise will see Swift support staff and contractors conducting major construction activities at a government defence facility southeast of Katherine in Australia’s Northern Territory. In addition, Swift signed a preferred supplier agreement with Lockheed Martin Australia to provide support and maintenance services. Content The Company strengthened its content offering, partnering with Optus Networks to supply live English Premier League football to commercial customers across all sectors. Swift further strengthened its content library, securing a license to distribute and promote millennial -focused video on demand from The QYOU. Subsequent to year-end, acquiring VOD will bring Swift access to a range of attractive new content partners, including Telstra, Sony, Village Roadshow, Universal, Paramount, MGM, Miramax and Triple Play. These partnerships have come to Swift along with a significant reduction in content costs as the Company has moved further up the content supply chain. 6 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT REVIEW OF OPERATIONS AND FINANCIAL REVIEW (Continued) Senior Management appointments Swift appointed Paul House to its team as Chief Strategy Officer. Paul is a seasoned executive manager with deep advisory experience on corporate strategy, mergers and acquisitions, market entry and international expansion. A former senior manager in Arthur Andersen’s business consulting group, Paul has worked as Chief Operating Officer for an ASX-listed telecommunications company and worked most recently as Managing Director of SGS, a diversified industrial services firm and the world’s largest in testing, inspection and certification, in its South Asian region. Subsequent to year-end, Swift appointed George Nicholls as Chief Financial Officer. George joined Swift in January 2017 after a career spanning almost 20 years as a finance professional. He has held positions in professional practice across multiple industries for private and public companies in Austra lia and the United Kingdom. George is a fully qualified member of the Charted Accountants of Australia and New Zealand and the Governance Institute of Australia. Financial overview The consolidated net loss after tax for the Group is $1,364,198 (2016: loss of $5,249,924). The 2017 financial year represented the first full 12 months of trading for the Group, as on 19 May 2016 the Company acquired Swift Networks Pty Ltd and Wizzie TV Pt Ltd. In 2017 the Group achieved an operating revenue of $1 7,005,143, which represents growth of 18% compared to the previous full financial year for Swift Pty Ltd. This growth reflects the strong momentum continuing to build across the Group’s key markets with multiple new contract wins secured during the year. This in combination with a resolute focus on constraining costs and overheads, coupled with a significant increase in revenue generation, has driven a substantial turnaround in the Group’s financial performance. 7 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT The Group had underlying Earnings Before Interest, Tax, Depreciation Amortisation (“EBITDA”) of $1,005,844. A reconciliation of EBITDA is provided below: Net loss after tax Income tax benefit Interest costs (net) A$ (1,364,198) Description Refer to the Consolidated Statement of Profit or loss and Other Comprehensive Income (1,001,757) Refer to Note 5 (6,609) Refer to Note 3 and Note 4 Depreciation and amortisation 1,121,925 Fair valuation loss on financial liability 1,929,167 Impairment of available for sale assets 83,350 Share based payments 192,182 Other expenses 51,784 Underlying EBITDA 1,005,844 Refer to the Consolidated Statement of Profit or loss and Other Comprehensive Income Non-cash year end adjustment to the fair value of financial liabilities in respect of various performance shares (refer to Note 14) Non-cash year end adjustment to the fair value of available for sale assets (refer to Note 4) One-off option issue by SW1 to Company advisors (refer to Note 18) in respect to One-off expenses acquisitions and negotiations to exit an onerous contract (refer to Note 4) incurred The Company’s cash balance at 30 June 2017 was $2,237,906 with the Company achieving increasing cash flow positivity throughout the second half of the financial year, a consequence of a strong focus on increasing recurring revenues to drive higher cash receipts. The Group’s cash reserves have been further strengthened since the end of the period, through the raising of $4.5million (before costs) through a share placement and entering into a debt facility with Bankwest for a further $3 million to fund the Company’s transformational acquisition of Video on Demand. At reporting the Company carried no outstanding borrowings. OUTLOOK The Company will look to build on the significant turnaround in 2017 and strive to continue to execute on its strategy of expanding into new markets and geographies through organic and inorganic pursuits. The Company has developed a robust sales pipeline across the maritime, resources, hospitality, aged care and lifestyle village sectors, and this is expected to grow revenue and EBITDA further in the coming 2018 financial year. The Company expects to accelerate its rate of new business development in these large, fast-growing sectors in the coming months. SIGNIFICANT CHANGE IN STATE OF AFFAIRS There has been no significant change in the state of affairs of the company during the financial year. 8 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT REVIEW OF OPERATIONS AND FINANCIAL REVIEW (Continued) EVENTS SINCE THE END OF THE FINANCIAL YEAR On 7 July 2017 Swift Networks Group Limited entered into a binding share purchase agreement for the acquisition of VOD Pty Ltd and its parent Movie Source Pty Ltd. The acquisition will complete, upon satisfaction of certain conditions precedent, which is likely to occur at or around the date of signing of this report. The purchase price payable by the Company to the Sellers for the Acquisition is:   $5,100,000 in cash (subject to adjustment for prepaid liabilities, trade debts, trade credits, employee entitlements and prepayments); and 3,600,000 fully paid ordinary shares at $0.25 per share in the Company. In order to fund the Acquisition, the Company has received bindi ng commitments to raise $4.5 million (before costs) via a placement of 18 million fully paid ordinary shares to sophisticated and institutional investors at $0.25 per share and has entered into debt facility with Bankwest to raise a further $3 million. The Placement occurred in 2 tranches, with the initial tranche of up to $2.2 million settled on 12 July 2017, and the balance of up to $2.3 million, settled on 18 August 2017 after receiving approval of shareholders at an Extraordinary General Meeting held on 11 August 2017. The Facility has a term of 3 years, during which the Company will make quarterly repayments with a final bullet repayment to be made at the end of the term. In addition, the Company has negotiated access to a debt facility of up to $350,000 to fund general working capital requirements. Both facilities will be secured by a first ranking general security of all present and future assets of the Company and its subsidiaries, and are subject to other terms which are considered customary for s uch agreements. There are no other matters or circumstances that have arisen since 30 June 2017 that have or may significantly affect the operations, results, or state of affairs of the Group in future financial periods. DIVIDENDS PAID OR RECOMMENDED No dividends were paid or recommended during the year (2016: nil). 9 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT INFORMATION ON THE DIRECTORS Carl Clump – Non-Executive Chairman Carl Clump has experience of being the CEO of a public listed company on the London Stock Exchange, an AIM listed company, a private equity backed company and two start-ups, as well as being Group Managing Director for a VC backed entity. He holds a number of Non-Executive and advisory roles. Until July 2014, he was the Chairman of the cards and payment division of a European Private Bank. He is a special advisor to Jacanda Capital, a boutique advisory company headquartered in Sydney. He has been working with an Asia-Pacific organization on the launch of a specialist payment product, and working with other companies in Singapore, Malaysia, and UK. In 2000, Carl founded Retail Decisions, an international card issuing and fraud prevention company, with many of the world’s leading brands as customers. Its customers include Banks, Payment Service Providers, Retailers and Airlines. He was the Chief Executive from 2000 until 2011. The Company was listed on the London Stock Exchange until 2006, when Carl took the c ompany private. He retired as the company’s Group Chairman in March 2013. Prior to Retail Decisions, Carl was the Chief Executive of Card Clear plc., an AIM listed company involved in payments, card issuing, loyalty, currency exchange and fraud prevention. From 1993 to 1998, he served as the Group Managing Director of the Harpur Group, an issuer of specialist payment cards. Based in France, he was the President- Directeur General of TEPAR a consortium of European card issuing companies from 1989 to 1993. He spent some 13 years with Texaco, where he served as European Marketing Coordinator, Manager of the UK’s Marketing and Planning Division, as well as a series of roles in Retail Management, Logistics and Finance and Economics. Carl has an MBA from the Cranfield School of Management, a post-graduate diploma in Management Studies and a University of London Degree in Physics. Directorships held in other listed companies in the past 3 years: None Xavier Kris – Executive Director and Chief Executive Officer Xavier Kris is an accomplished and innovative, international C-level executive with early experience as a Chief Executive and a proven track record in building global businesses and delivering results. With over 21 years’ experience as a Director of service based information technology businesses in the UK, France, USA, South East Asia and Australia, Xavier specialises in providing acquisition, integration and business development services for companies seeking to expand their operations internationally. Xavier has led multiple international businesses within transactional processing companies, the Harpur Group and International Card Services followed by Motorcharge Australia. In 2001, he joined the data and information technology firm, Retail Decisions Ltd, a company listed on the London Stock Exchange as part of the small executive management team as Head of Global Business Development based in London and subsequently Chief Executive Officer of the Americas based in Palo Alto, California. In addition to being a director of PLUS 8, a hospitality labour hire and management consulting group, Xavier is a founding partner of Boardroom Capital, a boutique corporate advisory firm based in Perth, Western Australia. Xavier holds an English Law and French Degree and a Master of Business Administration. Directorships held in other listed companies in the past 3 years: None 10 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT INFORMATION ON THE DIRECTORS (continued) Paul Doropoulos – Non-Executive Director (resigned as Chief Financial Officer on 30 June 2017) Paul Doropoulos has approximately 21 years’ combined experience in an Executive Consultant capacity to ASX listed companies in the oil and gas and mining services sectors. Further has an understanding of business fundamentals through multiple start-ups in the hospitality industry. Instrumental in overseeing the successful ASX listing of junior gold explorer Metaliko Resources Ltd in 2010 and Kinetiko Energy Limited in 2011. In addition, he also held simultaneously the position of Chief Financial Officer in both companies. Paul is a founding participant to the establishment of the philanthropic Jackman Furness Foundation for the Performing Arts in Western Australia. Established and oversees financial aspects of Cirrena Pty Ltd a software solutions business with offices in Perth and Manila in the role of Chief Financial Officer. Paul also advises to the Board of Ageus Limited an enterprise developer. Paul was appointed in 2014 as an Executive Advisor to Boardroom Capital, a boutique corporate advisory firm based in Perth, Western Australia. Paul holds a Bachelor of Business Degree with Finance. During the year ended 30 June 2017 Paul Doropoulos gave the Company notice of resignation as Chief Financial Officer effective 30 June 2017. He will remain a Non-Executive Director of the Company. Directorships held in other listed companies in the past 3 years: None Ryan Sofoulis – Executive Director and Head of Finance appointed 19 May 2016 Ryan has spent the last 12 years working within the various companies owned by the Sofoulis family. Ryan worked in the accounts department with the ASTIB Group until it was sold in 2011, at which time he became the Company Secretary of Swift Networks. In 2012, Ryan became the Company Secretary of the newly created EITS Global Group and oversaw the establishment of an international structure spanning over the US, UK, Ireland and Australia. Directorships held in other listed companies in the past 3 years: None Robert Sofoulis – Non-Executive Director Robert is the founder of Swift Networks and Wizzie TV. Robert has an engineering background in instrumentation and worked in the mining and oil and gas industries for 20 years before becoming an entrepreneur in 1995. Initially concentrating in the two-way radio rental business, Robert soon expanded the business to include sales and engineering services and created ASTIB Group, consisting of various radio and communications subsidiaries. Most of the ASTIB Group was divested in January 2011 for approximately $50 million to CSE Global, a multinational organisation of the Singapore Exchange. Directorships held in other listed companies in the past 3 years: None Stephen Hewitt-Dutton – Company Secretary Mr Hewitt-Dutton has over 23 years of experience in corporate finance, accounting and company secretarial matters. He is an Associate Director of Trident Capital and holds a Bachelor of Business from Curtin University, and is an affiliate of the Institute of Chartered Accountants a nd a Senior Associate of FinSIA. Before joining Trident Capital, Mr Hewitt-Dutton was an Associate Director of Carmichael Corporate where he assisted clients by providing equity market, IPO and M&A advice and assistance. He has also held Financial Controller and Company Secretary positions for both public and private companies for in excess of 16 years. 11 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ INTERESTS DIRECTORS’ REPORT The interests of each Director in the shares and options of the Group as notified by the Directors to the ASX in accordance with s205G(1) of the Corporations Act 2001 as at the 30 June 2017 were as follows: Director Mr C Clump Mr X Kris Mr P Doropoulos Mr Ryan Sofoulis Mr Robert Sofoulis DIRECTORS’ MEETINGS Ordinary shares 1,259,879 3,580,833 2,456,437 39,000 30,120,000 Options 740,000 1,980,000 795,000 - - The number of meetings (including meetings of Board committees) of the Company’s Board of Directors held during the year ended 30 June 2017 and the number of meetings attended by each Director was: Director Mr C Clump Mr X Kris Mr P Doropoulos Mr Ryan Sofoulis Mr Robert Sofoulis Board Remuneration Committee Number eligible to attend Number Attended Number eligible to attend Number Attended 12 12 12 12 12 12 12 12 11 11 2 - - - 2 2 - - - 2 LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS Additional comments on expected results of operations of the Group are included in this report under the review of operations and significant changes in the state of affairs. 12 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT REMUNERATION REPORT - AUDITED Introduction This Remuneration Report (“The Report”) has been prepared in accordance with section 300A of the Corporations Act and associated regulations. The Remuneration Report has been audited by the Group’s Auditor. The Report provides details of the remuneration arrangements for the following Key Management Personnel* of the Group and the Company for the 2017 financial year: Executive Chairman, Non-Executive Directors and Key Personnel Name Mr C Clump Mr X Kris Mr P Doropoulos Mr Ryan Sofoulis Mr Robert Sofoulis Position Non-Executive Chairman Executive Director – Chief Executive Officer Non-Executive Director Executive Director Non-Executive Director * Key Management Personnel are those Directors and executives with authority and responsibility for planning, controlling and directing the affairs of Swift Networks Group Limited. Subsequent to year end, on 1 July 2017 the Group appointed Mr. George Nicholls as Chief Financial Officer. It is acknowledged that Mr. Nicholls will be a key management personnel in future reporting periods . Remuneration Policy Compensation levels for key management personnel and secretaries of the Company and key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced Directors and executives. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account:  the capability and experience of the key management personnel  the key management personnel’s ability to control the relevant segment’s performance Currently there is no direct relationship between key management personnel remuneration and performance. However, following the engagement of an independent remuneration consultant (BDO Reward), the Board may seek to adopt compensation packages that will include a mix of fixed and variable compensation, and short- and long-term performance-based incentives. Fixed compensation Fixed compensation consists of base compensation (which is calculated on a total cost basis), as well as employer contributions to superannuation funds. Compensation levels are reviewed annually by the Board through a process that considers individual, seg ment and overall performance of the Group. Remuneration governance The Board has Remuneration and Nomination Committee consisting of independent Chairman Carl Clump and non- executive Director Robert Sofoulis. Due to the size of the Board, the Company ha s not appointed a third member to the committee. 13 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 REMUNERATION REPORT – AUDITED (CONTINUED) Key Management Personnel Remuneration DIRECTORS’ REPORT The key management personnel of the Company are the Directors. There are no executives, other than Directors, who have the authority and responsibility for planning, directing and controlling the activities of the Company. The emoluments for each director and key management personnel of the Company for the year ended 30 June 2017 are as follows: Short Term Employee Benefits Post-Employment Salary & Fees (Cash) Mr X Kris Mr C Clump Mr Ryan Sofoulis Mr P Doropoulos Mr Robert Sofoulis 3 $ 2017 48,000 2016 65,893 2017 351,886 2016 236,063 2017 164,262 2016 185,197 2017 120,308 2016 15,700 2017 150,917 2016 16,661 2017 - 2016 86,895 2017 - 2016 15,000 2017 - 2016 6,900 2017 835,373 2016 628,309 1 Refer to the below table and Note 18 for further details. Mr J Pearson (resigned 19/5/16) Mr W Ng (resigned 19/5/16) Mr T Sargant (resigned 19/5/16) Total Share Based Payments1 $ - 123,587 - 422,884 - 372,974 - - - - - 383,111 - - - - - 1,302,556 Non- Cash2 $ 3,660 6,807 3,660 6,807 3,660 6,807 3,660 6,807 3,660 6,806 - 6,807 - 6,806 - 6,807 18,300 54,454 Superannuation Total $ - - 3,420 570 3,420 855 11,429 - 35,218 - - - - - - - 53,487 1,425 $ 51,660 196,287 358,966 666,324 171,342 565,833 135,397 22,507 189,795 23,467 - 476,813 - 21,806 - 13,707 907,160 1,986,744 2 Non-Cash benefits include the provision of Directors and Officers liability insurance. 3 Fees paid to Mr Robert Sofoulis is in relation to a related party service contract. Details of Share Based Payments Mr C Clump Mr X Kris Mr P Doropoulos Remuneration Type Shares Options Grant Date 19/05/2016 19/05/2016 Number Granted 693,333 260,000 Grant Value $ $103,307 $20,280 Shares Options Shares Options 19/05/2016 19/05/2016 2,408,889 820,000 $358,925 $63,960 19/05/2016 19/05/2016 2,128,889 715,000 $317,204 $55,770 14 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 REMUNERATION REPORT – AUDITED (CONTINUED) The shares and options granted to Directors were in consideration for services provided to the Company in connection with the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd. All options are escrowed for 24 months, exercisable at 15 cents and are due to expire on 19 May 2021 if not exercised earlier. All shares and options vested immediately upon grant. The fair value of options granted was determined using the Black -Scholes option pricing model using the following key inputs: Key Management Personnel Remuneration (continued) Weighted average exercise price (cents) Weighted average life of the options (years) Weighted average underlying share price (cents) Expected share price volatility Risk free-interest rate Grant date 0.15 5 0.15 60% 2.13% 19 May 2016 The size of the Company has resulted in the Board assuming the roles of key management personnel for the purposes of executive remuneration reporting. Current service agreements The agreements related to remuneration for the year ended 30 June 2017 are set out below: (i) The Company has entered into letter agreements for Director Fees as follows: Carl Clump Xavier Kris $48,000 per annum plus statutory superannuation $36,000 per annum plus statutory superannuation Paul Doropoulos $36,000 per annum plus statutory superannuation Ryan Sofoulis $36,000 per annum plus statutory superannuation Robert Sofoulis $36,000 per annum plus statutory superannuation The agreements for the above Directors commenced upon completion of the acquisitio n of Swift Networks Pty Ltd and Wizzie Pty Ltd on 19 May 2016. (ii) into an employment agreement with Ryan Sofoulis, whereby the base The Company has entered remuneration, exclusive of superannuation entitlements, for services provided by Mr Sofoulis as the Head of Finance of the Company is $100,000 per annum. The term of the employment agreement commenced on 19 May 2016 until such time as the agreement is terminated in accordance with the terms of the agreement. The Company or Mr Sofoulis may terminate the employment agreement at any time by giving to the other not less than 9 months’ written notice. (iii) The Company has entered into a service agreement with Xavier Kris, for the provision of corporate consultancy services as Chief Executive Officer. The Company has agreed to pay a base remuneration of $16,465 per month ($197,585 per annum), and any additional payments for hours of services performed over and above the required minimum capped at a maximum of $10,000 per month. The term of the agreement is for a minimum period of 6 months commencing on 19 May 2016 with 3 months’ written notice by either party at any time after the first 6 months. 15 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT REMUNERATION REPORT – AUDITED (CONTINUED) Current service agreements (continued) (iv) The Company has entered into a service agreement with Paul Doropoulos, whereby the Company has agreed to pay NVNG Investments Pty Ltd, a Company in which Mr Doropoulos is the sole director, for the provision of consultancy services as Chief Financial Officer. The Company has agreed to pay a base remuneration of $8,233 per month ($98,792 per annum), and any additional payments for hours of services performed over and above the required minimum capped at a maximum of $5,000 per month. The term of the agreement is for a minimum period of 6 months commencing on 19 May 2016 with 3 months’ written notice by either party at any time after the first 6 months. During the year ended 30 June 2017 Paul Doropoulos gave the Company notice of resignation as Chief Financial Officer effective 30 June 2017. He will remain a Non-Executive Director of the Company. (v) The Company has entered into a service agreement with Sofoulis Holdings Pty Ltd, a Company in which Robert Sofoulis is a director of and has a controlling interest in, for the provision of consultancy services and has agreed to pay $12,500 per month ($150,000 per annum). The term of the agreement is fixed for 24 months commencing on 19 May 2016. In the event of the Company terminating the service agreement within the fixed term, the Company is liable to pay for the remainder of the term of the service agreement. Shareholdings of key management personnel The movement during the reporting period in the number of ordinary shares of Swift Networks Group Limited held directly, indirectly or beneficially, by each specified Director and key management personnel, including their related entities, is as follows: Directors C Clump X Kris P Doropoulos Ryan Sofoulis Robert Sofoulis Held at 30 June 2016 No. Held at 30 June 2017 No. 1,259,879 3,580,833 2,456,437 39,000 1,259,879 3,580,833 2,456,437 39,000 30,120,000 30,120,000 Option holdings of key management personnel The movement during the reporting period in the number of issued options of Swift Networks Group Limited held directly, indirectly or beneficially, by each specified Director and key management personnel, including their related entities, is as follows: Held at 30 June 2016 No. Held at 30 June 2017 No. Options vested & exercisable at year end 740,000 1,980,000 795,000 740,000 1,980,000 795,000 740,000 1,980,000 795,000 - - - - - - Directors C Clump X Kris P Doropoulos Ryan Sofoulis Robert Sofoulis 16 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT REMUNERATION REPORT – AUDITED (CONTINUED) Loans with key management personnel Loans During the year, the directors and their related parties advanced the following funds to the Company: Funds owed to Sentinel Gardens Pty Ltd, a related party of Ryan a nd Robert Sofoulis, by Wizzie Pty Ltd, upon the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd1 Funds repaid Closing balance 2017 $ 2016 $ 909,308 1,309,308 (909,308) (400,000) - 909,308 1 The loan was interest free and repayable at call. In 2017 the loan was repaid in full. Other transactions with key management personnel Transactions with key management personnel related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. (i) Payments made to Wenro Holdings Pty Ltd, a company of which Robert Sofoulis is a Director and Ryan Sofoulis is associated with, for provision of office premises, pursuant to operating lease. Amounts outstanding at reporting date Aggregate amount payable to Key Management Personnel and their related entities at reporting date. 2017 $ 2016 $ 473,360 44,202 Payables (i) (ii) Borrowings – refer to Note 13 for further details 188,205 - 557,483 909,308 No other transactions or loans existed during the year and as at reporting date between the Company and with key management personnel. Use of remuneration consultants BDO Reward were engaged by the Remuneration Committee during the financial year to provide independent advice to the Committee on incentive plan consideration, which the Board will consider adopting ahead of the next Annual General Meeting. BDO Reward were paid a total of $23,500 for these services by the Company for the 2017 financial year. Voting and comments made at the Company’s 2016 Annual General Meeting The approval of the remuneration report was passed as indicated in the results of the Annual General Meeting dated 8 November 2016. The Company did not receive specific feedback at the AGM or throughout the year on its remuneration practices. This is the end of the Audited Remuneration Report. 17 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT SHARES UNDER ISSUE Unissued ordinary shares of Swift Networks Group Limited under option at the date of this report are: Grant date 30 April 2015 19 May 2016 31 May 2017 31 May 2017 Expiry date Exercise Price Number 30 April 2018 19 May 2021 31 May 2021 31 May 2021 $0.25 $0.15 $0.35 $0.42 9,440,000 6,933,333 1,000,000 1,000,000 18,373,333 On 5 August 2016, 205,220 unlisted options granted on 5 August 2015 expired unexercised. There were no shares issued on the exercise of options during the financial year. INDEMNIFICATION AND INSURANCE OF DIRECTORS During the financial year, Swift Networks Group Limited paid a premium of $18,300 to insure the Directors and Officers of the Company and its wholly owned subsidiaries. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of any entity in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of the duty by the officers or the improper use by the officers of their position or of information to gain an advanta ge for themselves or someone else to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. NON-AUDIT SERVICES BDO Audit (WA) Pty Ltd is the Group’s auditor. During the year, non-audit services of $23,500 were performed for other services in addition to their statutory duties. The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company is important. The board of directors has considered the position and is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the fo llowing reasons:   all non-audit services have been reviewed by the Board to ensure they do not impact the impartiality and objectivity of the auditor none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants. Details of the amount paid to the auditors are disclosed in Note 22 to the financial statements. AUDITORS’ INDEPENDENCE DECLARATION A copy of the Auditors’ Independence Declaration as required under Section 307C of the Corp orations Act 2001 is set out on page 20. 18 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 DIRECTORS’ REPORT ENVIORNMENTAL REGULATIONS The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report greenhouse gas emissions and energy use. For the measurement period 1 July 2016 to 30 June 2017 the directors have assessed that there are no current reporting requirements, but the Group may be required to do so in the future. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year. Dated at Perth this 31st day of August 2017 This report is made in accordance with a resolution of the Directors: Carl Clump Chairman 19 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia DECLARATION OF INDEPENDENCE BY JARRAD PRUE TO THE DIRECTORS OF SWIFT NETWORKS GROUP LIMITED As lead auditor of Swift Networks Group Limited for the year ended 30 June 2017, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of Swift Networks Group Limited and the entities it controlled during the period. Jarrad Prue Director BDO Audit (WA) Pty Ltd Perth, 31 August 2017 BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017 Continuing Operations Revenue Cost of Sales Gross Profit Note Consolidated 2017 $ 2016 $ 3 17,005,143 1,699,076 (11,610,317) (1,670,527) 5,394,826 28,549 General & administration expenses 4 (4,388,981) (2,046,670) Other Income Depreciation and amortisation expenses Other expenses Finance costs Profit/(loss) before income tax expense Income tax (expense)/benefit Profit/(loss) after income tax expense Other comprehensive income/(loss) for the period Items that may be reclassified to profit or loss Other comprehensive income/(loss) for the period 12,521 29,959 (1,121,925) (170,225) 4 (2,256,483) (3,186,617) (5,913) - (2,365,955) (5,345,004) 5 1,001,757 95,080 (1,364,198) (5,249,924) - - - - Total comprehensive (loss)/profit for the period (1,364,198) (5,249,924) Loss per share attributable to the members of Swift Networks Group Limited: Basic earnings/(loss) per share Diluted earnings/(loss) per share 28 28 (1.6) (1.6) (22.3) (22.3) Cents Cents The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. 21 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017 Current Assets Cash and cash equivalents Trade and other receivables Inventory Available for sale financial assets Other current assets Total Current Assets Non Current Assets Property, plant and equipment Deferred tax assets Intangible assets Total Non Current Assets Total Assets Current Liabilities Trade and other payables Unearned revenue Provisions Deferred tax liabilities Loans and borrowings Total Current Liabilities Non Current Liabilities Financial liabilities Total Non Current Liabilities Total Liabilities Net Assets Equity Issued capital Reserves Accumulated losses Total Equity Note Consolidated 2017 $ 2016 $ 6 7 8 9 5 10 11 12 5 13 2,237,906 3,208,352 2,189,478 1,415,446 666,631 - 191,012 470,454 83,350 195,274 5,285,027 5,372,876 1,086,747 1,385,804 1,406,658 453,385 6,702,105 4,685,098 9,195,509 6,524,287 14,480,537 11,897,163 3,448,098 2,983,911 222,399 - 64,890 - - 569,393 194,673 909,308 3,735,387 4,657,285 14 4,604,167 1,900,000 4,604,167 1,900,000 8,339,554 6,557,285 6,140,983 5,339,878 15 16 17 30,768,966 28,727,663 774,652 650,652 (25,402,635) (24,038,437) 6,140,983 5,339,878 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. 22 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2017 Note Issued Capital $ Reserves Accumulated losses $ $ Total $ For the year ended 30 June 2017 At the beginning of the year 28,727,663 650,652 (24,038,437) 5,339,878 Total comprehensive loss for the year - - (1,364,198) (1,364,198) Transactions with shareholders in their capacity as shareholders: - Placement of shares - Options granted 2,175,000 - - 124,000 - Share issue costs (net of tax) (133,697) - - - - 2,175,000 124,000 (133,697) At the end of the year 30,768,966 774,652 (25,402,635) 6,140,983 For the year ended 30 June 2016 At the beginning of the year 19,677,822 109,852 (18,788,513) 999,161 Total comprehensive loss for the year - - (5,249,924) (5,249,924) Transactions with shareholders in their capacity as shareholders: - Placement of shares - Options granted - Share issue costs At the end of the year 9,700,000 - - 540,800 (650,159) - - - - - 9,700,000 540,800 (650,159) 28,727,663 650,652 (24,038,437) 5,339,878 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. 23 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2017 Cash Flows from Operating Activities Cash receipts in the course of operations Cash payments in the course of operations Finance costs Interest received Note Consolidated 2017 $ 2016 $ 16,179,792 2,453,462 (16,316,481) (3,216,141) (5,913) 12,521 - 25,222 Net cash used in operating activities 19 (130,081) (737,457) Cash Flows from Investing Activities (Acquisition)/redemption of convertible notes Purchase of property, plant and equipment - 300,000 (272,009) - Payment for acquisition of business, net of cash acquired 29 (399,130) (67,216) Proceeds on sale of available for sale financial assets Payment for development and new subscribers Net cash (used in)/provided for investing activities - 52,907 (1,064,866) - (1,736,005) 285,691 Cash Flows from Financing Activities Proceeds from issue of shares Payment of share issue costs Repayments of borrowings Net cash flows from financing activities 2,000,000 4,008,000 (195,052) (432,302) (909,308) (400,000) 895,640 3,175,698 Net increase/(decrease) in cash and cash equivalents Cash at the beginning of the year Cash at the end of the year (970,446) 2,723,932 3,208,352 484,420 6 2,237,906 3,208,352 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. 24 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 1. Reporting entity Swift Networks Group Limited (the ‘Company’) is a Company domiciled in Australia and a for-profit entity for the purpose of preparing financial statements . The consolidated financial statements and notes represent those of the Swift Networks Group Limited and controlled entities (the “consolidated Group” or “Group”). The separate financial statements of the parent entity, Swift Networks Group Limited, have not been presented within this financial report as permitted by the Corporations Act 2001. 2. Statement of Significant accounting policies Basis of Preparation The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the Corporations Act 2001. Australian Accounting Standards s et out accounting policies that the AASB has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures that the financial s tatements and notes also comply with International Financial Reporting Standards as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated. The financial statements have been prepared on an accruals basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. The accounts have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The consolidated financial statements were approved by the Board of Directors on the 31st of August 2017. (a) Principles of Consolidation The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Swift Networks Group Limited at the end of the reporting period. A controlled entity is any entity over which Swift Networks Group Limited has the ability and right to govern the financial and operating policies so as to obtain benefits from the entity’s activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered. Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. A list of controlled entities is contained in Note 27 to the financial statements. 25 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (a) Principles of Consolidation (continued) In preparing the consolidated financial statements, all inter -Group balances and transactions between entities in the consolidated Group have been eliminated in full on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity. Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are reported separately within the Equity section of the Consolidated Statement of Financial Position and Statement of Profit or Loss and Other Comprehensive Income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date. Subsidiaries Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, di rectly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Investments in subsidiaries are carried at amortised cost in the Company’s financial statements. Transactions eliminated on consolidation Intra-Group balances, and any unrealised gains and losses or income and expenses arising from intra -Group transactions are eliminated in preparing the consolidated financial statements. (b) Income Tax The income tax expense / (benefit) for the year comprises current income tax expense (income) and deferred tax expense / (benefit). Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period. Current tax liabilities / (assets) are therefore measured at the amounts expected to be paid to / (recovered from) the relevant taxation authority. Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses. Current and deferred income tax expense / (benefit) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity. Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss. 26 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (b) Income Tax (continued) Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at the end of the reporting period. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred ta x asset can be utilised. Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the sa me taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significan t amounts of deferred tax assets or liabilities are expected to be recovered or settled. (c) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership that is transferred to entities in the consolidated Group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred. Lease incentives under operating leases are recognised as a liability and amortised on a straight-line basis over the life of the lease term. 27 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (d) Financial Instruments Recognition and Initial measurement Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions to the instrument. For financial assets, this is equivalent to the date that the Company commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately. Classification and subsequent measurement Finance instruments are subsequently measured at either of fair value, amortised cost using the effective interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Amortised cost is calculated as: (a) the amount at which the financial asset or financial liability is measured at initial recognition; (b) less principal repayments; (c) plus or minus the cumulative amortisation of the difference, if any, between the amount initially recognised and the maturity amount calculated using the effective interest method; and (d) less any reduction for impairment. The effective interest method is used to allocate interest income or interest expense over the relevant period and is equivalent to the rate that exactly discounts estimated future cash payments or receipts (including fees, transaction costs and other premiums or discounts) through the expec ted life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the net carrying amount of the financial asset or financial liability. Revisions to expected future net cash flows will necessitate an adjustment to the carrying value with a consequential recognition of an income or expense in profit or loss. The Group does not designate any interests in subsidiaries, associates or joint venture entities as being subject to the requirements of accounting standards specifically applicable to financial instruments. i. Financial assets at fair value through profit or loss Financial assets are classified at ‘fair value through profit or loss’ when they are either held for trading for the purpose of short-term profit taking, derivatives not held for hedging purposes, or when they are designated as such to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets is managed by key management personnel on a fair value basis in accordance with a documented risk management or investment strategy. Such assets are subsequently measured at fair value with changes in carrying value being included in profit or loss . 28 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (d) Financial Instruments (continued) Classification and subsequent measurement (continued) ii. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost. Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non -current assets.) iii. Available-for-sale financial assets Available-for-sale financial assets are non-derivative financial assets that are either not suitable to be classified into other categories of financial assets due to their nature, or they are designated as such by management. They comprise investments in the equity of other entities where there is neither a fixed maturity nor fixed or determinable payments. Available-for-sale financial assets are included in non-current assets, except for those which are expected to mature within 12 months after the end of the reporting period. (All other financial assets are classified as current assets.) Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. Impairment At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged decline in the value of the instrument is considered to determine whether impairment has arisen. Impairment losses are recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Also, any cumulative decline in fair value previously recognised in other comprehensive income is classified to profit or loss at this point. De-recognition Financial assets are de-recognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are de-recognised where the related obligations are discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non -cash assets or liabilities assumed, is recognised in profit or loss. 29 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (e) Impairment of Assets At each the end of each reporting period, the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre- acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Consolidated Statement of Profit or Loss and Other Comprehensive I ncome unless the asset is carried at a relevant amount in accordance with another standard (e.g. in accordance with the revaluation model in AASB 116). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that oth er standard. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. (f) Functional and presentation currency These consolidated financial statements are presented in Australian dollars, which is the Company’s functional currency and the functional currency of the majority of the Group. (g) Employee Benefits Wages, salaries and annual leave Liabilities for wages and salaries and annual leave are recognised, and are measured as the amount unpaid at the reporting date at current pay rates in respect of employees’ services up to that date. Superannuation Contributions to employee superannuation plans are charged as an expense as the contributions are paid or become payable. (h) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. (i) Cash and Cash Equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows. Cash held on reserve to meet collateral requirements, lease bonds and for regulatory purposes are not included in cash and cash equivalents, but classified as cash deposits not available for use by the Group. 30 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (j) Trade and Other Receivables Trade receivables, which generally have 30-60 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectible amounts. An allowance for doubtful debts is made when there is objective evidence that the Company will not be able to collect the debts. Bad debts are written off when identified. (k) Revenue Recognition Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST) payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues. Revenue is recognised on an accruals basis in accordance with the timing in which services are rendered. The gross proceeds of non-current asset sales are recognised as revenue at the date control of the asset passes to the buyer, usually when an unconditional contract of sale is signed. The gain or loss on disposal is calculated as the difference between the carrying amount of the asset at the time of disposal and the net proceeds on disposal (including incidental costs). Interest revenue is recognised using the effective interest rate method. Management fees are recognised once all conditions have been satisfied to recognise the services provided. Where uncertainty exists as to the recoverability of the management fees that have been earned an impairment of the amount due will be taken to Consolidated Statement of Profit or Loss and Other Comprehensive Income. (l) Inventories Inventories are measured at the lower of coast and net realisable value. The cost of manufactured products includes direct materials, direct labour and an a ppropriate portion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis of weighted average costs. (m) Property, Plant & Equipment Each class of property, plant and equipment is carried at cost or fair value less, where applicable, any accumulated depreciation. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. Depreciation The depreciable amount of all fixed assets is depreciated on a diminishing value basis over their useful lives to the Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Motor Vehicles Software Office Equipment, Fit Out & Furniture Test Equipment & Tools Rental Equipment – DES 25% 25% - 66.66% 10% - 100% 10% - 66.66% 20% - 100% 31 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (n) Business combinations The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the      fair values of the assets transferred liabilities incurred to the former owners of the acquired business equity interests issued by the group fair value of any asset or liability resulting from a contingent consideration arrangement, and fair value of any pre-existing equity interest in the subsidiary Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The group recognis es any non- controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. Acquisition-related costs are expensed as incurred. The excess of the    consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifia ble assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the subsidiary acquired, the difference is recognised directly in profit or loss as a bargain purchase. (o) Intangibles Goodwill Goodwill represents the excess of the purchase consideration over the fair value of the identifiable net assets at the time of acquisition of a combination. When the excess is negative (bargain purchase), it is recognize immediately in profit or loss. Goodwill is not amortised. Instead, Goodwill is tested for impairment at each reporting date or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of Goodwill relating to the entity sold. Goodwill is allocated to each of the cash-generating units for the purpose of impairment testing. Impairment is determined by assessing the recoverable amount of the cash- generating unit to which the goodwill relates (refer note 10). Impairment losses on goodwill cannot be reversed. Identifiable intangible assets Intangible assets acquired separately or in a business combination are initially measured at the lower of cost or fair value cost at the time of acquisition when it is probable that the future economic benefits arising as a result of the costs incurred will flow to the Group. The Group assesses identifiable intangible assets as having either finite or indefinite useful lives. 32 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (o) Intangibles (continued) Intangible assets with finite lives are amortised over the useful life and assessed for impairment at least twice a year or whenever there is an indication that the intangible asset may be impaired. The amortisation period and amortisation method are reviewed at least each financial year end. Changes in the expected useful life or flow of economic benefits intrinsic in the asset are an accounting estimate. The amortisation charge on intangible assets with finite lives is recognised in the statement of profit or loss and other comprehensive income. Customer contracts Customer contracts acquired as part of a business combination are recognised separately from goodwill. The customer contracts are carried at their fair value at the date of acquisition less accumulated amortisation and any impairment losses. Where customer contracts useful lives are assessed as finite, the customer contracts are amortised over their estimated useful lives of 1 to 2 years Subscriber acquisition costs Subscriber acquisition costs in relation to customer contracts are recognised as an asset when it is probable that the future economic benefits arising as a result of the costs incurred will flow to the Group. Other subscriber acquisition costs that do not meet these criteria are recognised as an expense as incurred. Amortisation is calculated using the straight-line method to allocate the cost of intangible over its estimated useful life (contract life) commencing when the intangible is available for use. The carrying value of an intangible asset arising from subscriber acquisition costs is tested for impairment when an indication of impairment arises during the period. Note: historically all expenses relating to activities undertaken to acquire new subscribers have been expensed as incurred, however no adjustment has been made to prior year comparatives as at the time of the acquisition organisational structure in place prior to the date of acquisition whereby fixed resources were allocated to the business as a whole, therefore the costs incurred to win new subscribers could not be easily separately identified nor measured reliably and accordingly no adjustment has b een made in the prior year comparatives to recognise an Intangible for deferred subscriber acquisition costs Research and development costs Research costs are expensed as incurred. Costs incurred on development projects are recognised as intangible assets when it is probable that the project will, after considering its commercial and technical feasibility, be completed and generate future economic benefits and its costs can be reliably measured. Expenditure capitalised comprises all directly attributable costs including costs of materials, services and direct labour. Other development expenditure that do not meet these criteria are recognised as an expense as incurred. Amortisation is calculated using the straight-line method to allocate the cost of intangible over its estimated useful life (1-5 years) commencing when the intangible is available for use. The carrying value of an intangible asset arising from development expenditure is tested for impairment when an indication of impairment arises during the period. Note: historically all expenses pertaining to product development has been expensed as incurred. When SW1 was acquired in June 2016 it was estimated that the previous owners had spent approx. $3.6m in product development costs, the majority in relati on to developing the Digital Entertainment System (DES) which, due to its high cost and low suitability in sectors outside of the resources industry, has now been superseded by the On Demand (OD) system, and therefore hold nominal carrying value. Accordingly, there is no impact on prior year comparatives. 33 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (p) Trade and Other Payables Trade and other payables represent the liability outstanding at the end of the reporting period for goods and services received by the Group during the reporting period which remains unpaid. The balance is recognised as a current liability with the amount being normally paid within 30 days of recognition of the liability. (q) Borrowing Costs Borrowing costs are recognised in the profit or loss in the period in which they are incurred. (r) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Tax Office. In thes e circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST. Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. (s) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the profit and loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not incremental costs relating to the actual draw- down of the facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. (t) Fair value of assets and liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable Accounting Standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of acti vity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transacti on costs and transport costs). 34 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (t) Fair value of assets and liabilities (continued) For non-financial assets, the fair value measurement also takes into account a market participant's ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. The fair value of liabilities and the entity's own equity instruments (excluding those related to share- based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where s uch instruments are held as assets. Where this information is not available. other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. (u) Contributed Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (v) Earnings Per Share Basic earnings per share is calculated as a net profit attributable to members, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element. Diluted earnings per share is calculated as net profit attributable to members, adjusted for:    costs of servicing equity (other than dividends) and preference share dividends; the after-tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (w) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. When the Group applies an accounting policy retrospectively, makes a retrospective restatement or reclassifies items in its financial statements, a statement of financial position as at the beginning of the earliest comparative period will be disclosed. (x) Critical Accounting Estimates and Judgments The Directors evaluate estimates and judgments incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. 35 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) Key Estimates Share based payment transactions Employees and Directors The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an internal valuation using a Black-Scholes option pricing model taking into account the terms and conditions upon whi ch the instruments were granted. External Consultants The Group measures the cost of equity-settled transactions with external consultants through the issuance of Options which could not be valued due to the fact that they represented consideration for pas t and future services provided by the broker to the Company. The fair value is determined by an internal valuation using the up and in share price barrier model taking into account the terms and conditions upon which the instruments were granted. Significant Judgement Deferred tax assets Deferred tax assets and liabilities have been brought to account in 2017 after considering the level of tax losses carried forward and available to the Company against future taxable profits and the probability within the future that taxable profits will be available against which the benefits of the deductible temporary difference can be claimed. The Company believes that it is probable that sufficient future taxable profits will be available against which unused tax losses can be utilised. Goodwill – impairment testing Goodwill is tested for impairment annually. The Board has determined the most appropriate method for determining the recoverable amount of the goodwill attributable to the acquisition of Swift Networks, Living Networks and Web 2 TV by assessing the carrying value through a value in use model. Refer Note 10 for details of the assumptions used in these calculations. Sensitivity to possible changes in key assumptions Management have made judgements and estimates in respect of impairment testing of goodwill which management deem to be best estimates. Should the judgements and estimates not occur, the resulting goodwill may vary in carrying amount. The key assumptions ar e as follows (refer note 10 for further detail): - - - - Growth rate Discount rate Terminal value long term growth rate Capital spend No impairment has been recognised in respect of goodwill at the end of the reporting period. Contingent consideration The Directors have assessed the likelihood of reaching various performance share milestones at reporting date (refer to Note 14) based on internal budgeting and information regarding contracts related to rooms and revenues. 36 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (y) Segment Information Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Chief Executive Officer. (z) Government Grants Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group satisfies all attached conditions. When the grant relates to an expense item, it is recognised as income over the periods necessary to match the grant on a systematic basis to the costs that it is intended to compensate. When the grant relates to an asset, the fair value is credited against the asset and is released to the Statement of Profit or Loss and Other Comprehensive Income over the expected useful life of the relevant asset by equal annual instalments. Where a grant is received in relation to the tax benefit of research and development costs, the grant shall be credited to income tax expense in the Statement of Profit or Loss and Other Comprehensive Income in the year of receipt. (aa) New, revised or amending Accounting Standards and Interpretations adopted The 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. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Any significant impact on the accounting policies of the Company from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company. The following Accounting Standards and Interpretations are most releva nt to the Company. AASB 9 Financial Instruments – Recognition and Measurement (Effective 1 January 2018) 37 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (aa) New, revised or amending Accounting Standards and Interpretations adopted (continued) AASB 9 introduces new requirements for the classification and measurement of financial assets and liabilities.  Financial assets that are debt instruments will be classified based on (i) the objective of the entity’s business model for managing the financial assets; and (ii) the characteristics of the contractual cash flows.  Allows an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive i ncome (instead of in profit or loss). Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument.  Financial assets can be designated and measured at fair value through profit or loss at initial recognition if doing so eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities, or recognising the gains and losses on them, on different bases.  Where the fair value option is used for financial liabilities the change in fair value is to be accounted for as follows: - The change attributable to changes in credit risk are presented in other comprehensive income (OCI); - The remaining change is presented in profit or loss. Otherwise, the following requirements have generally been carried forward unchanged from AASB 139 into AASB 9: - Classification and measurement of financial liabilities; and - De-recognition requirements for financial assets and liabilities. AASB 9 requirements regarding hedge accounting represent a substantial overhaul of hedge accounting that will enable entities to better reflect their risk management activities in the financial statements. Consequential amendments arising from AASB 9 are contained in AASB 2010 -7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010), AASB 2010 -10 Further Amendments to Australian Accounting Standards – Removal of Fixed Dates for First-time Adopters, AASB 2012-6 Amendments to Australian Accounting Standards – Mandatory Effective Date of AASB 9 and Transition Disclosures, AASB 2013 -9 Amendments to Australian Accounting Standards – Conceptual Framework, Materiality and Financial Instruments and AASB 2014-1 Amendments to Australian Accounting Standards. The introduction of AASB 9 is not expected to have a significant impact on the operations of the Group when implemented. 38 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 2. Statement of Significant accounting policies (continued) (aa) New, revised or amending Accounting Standards and Interpretations adopted (continued) AASB 15 Revenue from Contracts with Customers (Effective 1 January 2018) This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard provides a single standard for revenue recognition. The core principle of the standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard will require: contracts (either written, verbal or implied) to be identified, together with the separate performance obligations within the contract; determine the transaction price, adjusted for the time value of money excluding credit risk; allocation of the transaction price to the separate performance obligations on a basis of relative stand-alone selling price of each distinct good or service, or estimation approach if no distinct observable prices exist; and recognition of revenue when each performance obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to revenue. For goods, the performance obligation would be satisfied when the customer obtains control of the goods. For services, the performance obligation is satisfied when the service has been provided, typically for promises to transfer services to customers. For performance obligations satisfied over time, an entity would select an appropriate measure of progress to determine how much revenue should be recognised as the performance obligation is satisfied. Contracts with customers will be presented in an entity's statement of financial position as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Sufficient quantitative and qualitative disclosure is required to enable users to understand the contracts with customers; the significant judgments made in applying the guidance to those contracts; and any assets recognised from the costs to obtain or fulfil a contract with a customer. The impact of this adoption is currently in the process of being assessed by the Group, however the impact has yet to be quantified. The Group will adopt this standard from 1 July 2018. AASB 16 Leases (Effective 1 January 2019) This standard is appl icable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the statement of financial position, measured as the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised leas e will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or los s under AASB 16. For classification within the statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The i mpact of this a doption is currently i n the process of being assessed by the Group, however the i mpact has yet to be quantified. The Group wi l l a dopt thi s s ta nda rd from 1 Jul y 2019. 39 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 3. Revenue (a) Revenue from continuing operations Sales revenue (b) Other income Interest Other income Note 4. Expenses (a) General & administration expenses Employment costs Occupancy costs Professional fees Provision for doubtful debts General and administration expenses (b) Other expenses Impairment of available for sale assets Loss on assets written off Loss on sale of available for sale assets Share based payments Fair valuation loss on financial liability Business restructure expenses Other expenses Consolidated 2017 $ 2016 $ 17,005,143 1,699,076 17,005,143 1,699,076 12,521 - 12,521 25,222 4,737 29,959 Consolidated 2017 $ 2016 $ (2,364,945) (931,213) (583,293) (44,202) (424,695) (678,942) - (66,083) (1,016,048) (326,230) (4,388,981) (2,046,670) (83,350) (53,663) - - (232,487) (132,267) (192,182) (1,522,200) (1,929,167) (1,025,000) - (221,000) (51,784) - (2,256,483) (3,186,617) 40 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 5. Taxation (a) Income tax benefit Major components of income tax expense are: Current tax Deferred tax Under/Over Impact of provisional accounting Consolidated 2017 $ 2016 $ - (879,860) (250,415) 128,518 - (95,080) - - Income tax benefit reported in the income statement (1,001,757) (95,080) (b) Numerical reconciliation The prima facie tax on loss from ordinary activities before income tax is reconciled to the income tax as follows: Prima facie tax payable on loss from ordinary activities before income tax at 30% (2016: 30%) - Non deductible share based payments - Fair value loss on financial liability - Goodwill amortisation - Other Changes to income tax expense due to: - Under/over - Impact of provisional accounting - Effect of enacted tax rate reduction to 27.5% (on carried forward tax losses only) - Capital raising costs allowable - Movement in unrecognised timing differences - Impairment of available-for-sale-assets - Unused tax losses not recognised as a deferred tax asset - Unused tax losses recognised as a deferred tax asset Income tax benefit attributable to entity (2,365,955) (5,345,004) (709,786) (1,603,501) 57,655 578,750 35,476 801 456,660 - - - (37,105) (1,146,841) (250,415) 128,518 27,330 - - - - (37,025) 195,167 25,005 (7,437) 16,099 - 1,080,124 (1,090,256) - (1,001,757) (95,080) 41 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 5. Taxation (continued) (c) Deferred tax asset balances Contractual obligations Consolidated 2017 $ 2016 $ - 195,167 Provisions, accruals and section 40-880 deductions 167,215 258,218 Carried forward tax losses Other Changes to income statement: Share issue costs (d) Deferred tax liabilities balances Intangibles 1,090,256 2,927 146,260 - - - 1,406,658 453,385 64,890 64,890 194,673 194,673 (e) Amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity. Current tax Net deferred tax Note 6. Cash and cash equivalent Cash at bank on hand 57,299 57,299 - Consolidated 2017 $ 2016 $ 2,237,906 3,208,352 2,237,906 3,208,352 Cash at bank on hand includes an amount of $405,028 being restricted cash not readily convertible to cash (2016 - $190,028). Refer to Note 21 Financial Risk Management for risk exposure analysis for Cash and cash equivalents. 42 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 7. Trade and other receivables Current Trade receivables Other receivables Consolidated 2017 $ 2016 $ 1,975,087 1,252,128 214,391 163,318 2,189,478 1,415,446 Trade and other receivables are non-interest bearing and are generally on 30-day terms. An allowance for doubtful debts is made when there is objective evidence that a trade receivable is impaired. None of the above receivables are past due or impaired. Refer to Note 21 Financial Risk Management for risk exposure analysis for Trade and other receivables. Note 8. Inventory Inventory - Finished goods - Work in progress Consolidated 2017 $ 2016 $ 220,901 445,730 666,631 156,254 314,200 470,454 43 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 9. Property, Plant & Equipment Motor Software Office fit out Test Rental Vehicles & Equipment Equipment Equipment Total $ $ $ $ $ $ Year ended 30 June 2017 Opening net book amount 60,828 36,849 545,910 50,071 692,146 1,385,804 Additions Acquired upon acquisition of subsidiaries Disposals Depreciation expense & impairment charges - - - 1,600 29,954 - - - - - - - 240,455 272,009 - - - - (15,207) (27,005) (80,063) (18,414) (430,377) (571,066) Closing net book amount 45,621 11,444 495,801 31,657 502,224 1,086,747 At 30 June 2017 Cost Accumulated depreciation and impairment 91,143 142,955 1,047,497 170,566 3,219,281 4,671,442 (45,522) (131,511) (551,696) (138,909) (2,717,057) (3,584,695) Net book amount 45,621 11,444 495,801 31,657 502,224 1,086,747 Year ended 30 June 2016 Opening net book amount Additions Acquired upon acquisition of subsidiaries - - - - - - - - - - 1,910 1,910 64,220 43,268 562,727 55,141 1,061,250 1,786,606 Disposals - - - - (232,487) (232,487) Depreciation expense & impairment charges (3,392) (6,419) (16,817) (5,070) (138,527) (170,225) Closing net book amount 60,828 36,849 545,910 50,071 692,146 1,385,804 At 30 June 2016 Cost Accumulated depreciation and impairment 91,143 141,356 1,017,376 170,566 3,282,680 4,703,121 (30,315) (104,507) (471,466) (120,495) (2,590,534) (3,317,317) Net book amount 60,828 36,849 545,910 50,071 692,146 1,385,804 44 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 10. Intangible assets Goodwill Development Subscriber Customer Other Total costs $ $ Acquisition Costs Contracts Intangibles $ $ $ $ Year ended 30 June 2017 Opening net book amount 4,036,187 - - 648,911 - 4,685,098 Additions Acquired upon acquisition of subsidiaries Amortisation and impairment charge - 590,598 299,358 1,503,000 - - - - 174,910 1,064,866 - 1,503,000 - (42,127) (71,251) (432,607) (4,874) (550,859) Closing net book amount 5,539,187 548,471 228,107 216,304 170,036 6,702,105 Cost 5,539,187 590,598 299,358 648,911 174,910 7,252,964 Accumulated amortisation and impairments - (42,127) (71,251) (432,607) (4,874) (550,859) Closing net book amount 5,539,187 548,471 228,107 216,304 170,036 6,702,105 Year ended 30 June 2016 Opening net book amount Additions Acquired upon acquisition of subsidiaries Amortisation and impairment charge - - 4,036,187 - Closing net book amount 4,036,187 Cost Accumulated amortisation and impairments 4,036,187 - Closing net book amount 4,036,187 - - - - - - - - - - - - - - - - - - 648,911 - 648,911 648,911 - 648,911 - - - - - - - - - - 4,685,098 - 4,685,098 4,685,098 - 4,685,098 In June 2016, the Group acquired Swift Networks Pty Ltd and Wizzie Pty Ltd as a going concern and Goodwill of $ 4,036,187 and identifiable Customer Contracts of $648,911 were recognised on acquisition. In November 2016, the Group acquired the Web 2 TV and Living Networks businesses as going concerns and Goodwill of $953,000 and $550,000 respectively was recognised. Goodwill is recognised initially as the excess over the aggregate of the consideration transferred, the fair value of any non - controlling interests, and the acquisition date fair value of the acquirer’s previously held equity interests, less tha n fair value of the identifiable assets acquired and liabilities consumed. Development costs consists of amounts spent developing product enhancements to the Group's "On Demand" digital entertainment system and "My Family / My Community" application that will derive a future income stream. Development costs are amortised over five years. Subscriber acquisition costs consists of amounts spent obtaining and retaining new contracts. Subscriber acquisition costs ar e amortised over the life of the individual contract. 45 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 10. Intangible assets (continued) Other intangible assets include costs incurred in order to establish content agreements with suppliers, which the company will offer to customers as part of its entertainment content offering. These costs are amortised over the average term of the supplier content agreements. Assessment of carrying value The aggregate carrying amount of intangibles allocated to the Group’s separably identifiable cash-generating units (CGU) is: Swift Networks Web 2 TV Living Networks Total 2017 $ 5,199,105 953,000 550,000 6,702,105 2016 $ 4,685,098 - - 4,685,098 For the purpose of impairment testing, intangibles are allocated to three (2016: one) cash -generating units (CGU). The CGU and aggregate carrying amounts are structured to fall in line with the Group operations and cash flows. The Living Networks and Web 2 TV operations became part of the Group from 16 November 2016, please refer to note 29 Business Combinations for further details. During the year ending 30 June 2017, there is no impairment of any CGU (2016: nil). The recoverable amount of each CGU is determined based on value-in-use calculations. Value-in-use calculations use cash flow projections based on financial budgets covering a projected five-year period and then estimating a terminal value. The cash flow for 2018 is based on the 2018 budget adopted by the Board. The cash flows are discounted using a pre-tax discount rate of 13.04%. Significant estimate: key assumptions used for value-in-use calculations The following table sets out the key assumptions for CGU value-in-use calculations: 2017 Pre-tax discount rate Growth rate Terminal value long term growth rate Capital spend (1) Swift Networks 13.04% 5% 0% 1% Web 2 TV 13.04% 3.1% 0% 1% Living Networks 13.04% 3.1% 0% 1% (1) Reflects capital spend as a percentage of revenue calculated as the 5 year average of forecast spend. Management has determined the values assigned to each of the above key estimates as follows: Assumption Growth rate Capital spend Approach used to determine values Growth rates have been determined with reference to external sources including industry specific forecasts, adjusted for management’s best estimate of growth achievable in the current economic and competitive environment. Expected costs to maintain assets in current condition. Sensitivity to change in assumptions The Directors and management have considered and assessed reasonably possible changes to key assumptions that result in a change to the recoverable amount for each CGU. With regard to the assessment, management recognises that the actual time value of money may vary from the estimated and the discount rate used. 46 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 10. Intangible assets (continued) Estimated reasonably possible changes in the key assumptions would have the following approximate impact on impairment of each CGU as at 30 June 2017: Pre-tax discount rate Growth rate Terminal growth rate Capital outlay Reasonable possible change +10%/-10% +10%/-10% +10%/-10% +10%/-10% Swift Networks Web 2 TV Living Networks Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Each of the sensitivities above assumes that the specific assumption moves in isolation, whilst all other assumptions are hel d constant. Note 11. Trade and Other Payables Current Trade payables Contractual liabilities Other payables and accruals Note 12. Provisions Current Onerous contracts Other Note 13. Borrowings Unsecured – current Loans payable Consolidated 2017 $ 2016 $ 2,533,303 1,732,276 - 914,795 650,556 601,079 3,448,098 2,983,911 Consolidated 2017 $ 2016 $ 348,393 221,000 569,393 - - - Consolidated 2017 $ 2016 $ - - 909,308 909,308 The loans payable for the year ended 30 June 2016 represent funds advanced by Sentinel Gardens Pty Ltd, a related party of Robert and Ryan Sofoulis, prior to the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd. The was interest free and repayable at call. During the year ended 30 June 2017 the loan was repaid in full. 47 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 14. Financial Liability – at Fair Value Non current Opening balance Amount due under contract of sale - at acquisition Add: Fair value through the P&L Closing balance Consolidated 2017 $ 2016 $ 1,900,000 - 775,000 875,000 1,929,167 1,025,000 4,604,167 1,900,000 The above liability relates to the potential issue of ordinary shares in Swift Network Group Limited to the vendors of Swift Networks Pty Ltd and Wizzie Pty Ltd, Living Networks and Web 2 TV pursuant to the respective acquisition agreement. (a) Acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd Under the agreement, a total of 33,333,334 shares could be issued upon the satisfaction of the following milestones: Milestone 1 – 16,666,667 Performance Shares The earlier to occur of: i. ii. the Company reaching 44,000 rooms with a revenue generating service from Swift Networks; and the Company reaching consolidated revenue of $24,000,000 in any rolling 12-month period commencing after completion. Milestone 2 – 16,666,667 Performance Shares The earlier to occur of: i. ii. the Company reaching 53,000 rooms with a revenue generating service from Swift Networks; and the Company reaching consolidated revenue of $29,000,000 in any rolling 12-month period commencing after completion. Note: only new business won as a direct result of providing a Swift product or service can be counted towards these performance milestones. (b) Acquisition of Living Networks Under the agreement with vendors of Living Networks up to $500,000 in cash and shares in the Group in equal proportions in the first three years after completion upon satisfaction of the following milestones: i. ii. a payment of $300,000 upon $800,000 gross revenue; and a payment of $200,000 upon $1,100,000 gross revenue (c) Acquisition of Web 2 TV Under the agreement with vendors of Web 2 TV up to $1,500,000 in cash and shares in the Group in equal proportions in the first five years after completion upon satisfaction of the following milestones: i. ii. payment of $500,000 upon $2,000,000 gross revenue; Eight (8) payments of $125,000 each upon every additional $500,000 of gross revenue up to a total of $6,000,000 48 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 14. Financial Liability – at Fair Value (continued) Significant Judgement (a) Based on internal budgeting and information regarding contracts signed relating to rooms and revenue the Directors have assessed the likelihood of reaching these milestones to be as follows: Entity Swift Networks Pty Ltd / Wizzie Pty Ltd Living Networks Web 2 TV At initial recognition Milestone 1 – 20% Milestone 2 – 15% At 30 June 2016 At 30 June 2017 Milestone 1 – 30% Milestone 2 – 25% Milestone 1 – 50% Milestone 2 – 30% Fair value at 30 June 2017 $3,666,667 Milestone 1 – 50% Milestone 2 – 50% Milestone 1 – N/a Milestone 2 – N/a Milestone 1 – 50% Milestone 2 – 50% $250,000 $687,500 Milestone 1 – 50% Milestone 2 – 45% Milestone 3 – 40% Milestone 4 – 35% Milestone 5 – 30% Milestone 6 – 25% Milestone 7 – 20% Milestone 8 – 15% Milestone 9 – 10% Milestone 1 – N/a Milestone 2 – N/a Milestone 3 – N/a Milestone 4 – N/a Milestone 5 – N/a Milestone 6 – N/a Milestone 7 – N/a Milestone 8 – N/a Milestone 9 – N/a Milestone 1 – 75% Milestone 2 – 60% Milestone 3 – 50% Milestone 4 – 40% Milestone 5 – 30% Milestone 6 – 25% Milestone 7 – 20% Milestone 8 – 15% Milestone 9 – 10% (b) The financial liability is a level 3 financial instrument. The Following summarises quantitative information about the significant unobservable inputs: Entity Description Swift Networks Pty Ltd / Wizzie Pty Ltd Living Networks Contingent consideration Contingent consideration Web 2 TV Contingent consideration Unobservable inputs Probability of achieving Milestones disclosed above Probability of achieving Milestones disclosed above Probability of achieving Milestones disclosed above Relationship of inputs to fair value If the probability of achieving each milestone was 10% higher (or lower) the fair value would increase (decrease) by $916,667 If the probability of achieving each milestone was 10% higher (or lower) the fair value would increase (decrease) by $50,000 If the probability of achieving each milestone was 10% higher (or lower) the fair value would increase (decrease) by $150,000 Range of inputs Milestone 1 – 50% Milestone 2 – 30% Milestone 1 – 50% Milestone 2 – 50% Milestone 1 – 75% Milestone 2 – 60% Milestone 3 – 50% Milestone 4 – 40% Milestone 5 – 30% Milestone 6 – 25% Milestone 7 – 20% Milestone 8 – 15% Milestone 9 – 10% 49 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 15. Issued capital Consolidated 2017 $ 2016 $ Issued capital 30,768,966 28,727,663 Movement in Ordinary Share Capital: 30 June 2017 No. 30 June 2016 No. 30 June 2017 $ 30 June 2016 $ At the beginning of the period 80,825,054 16,158,387 28,727,663 19,677,822 Placements: - 19 May 2016 - 8 November 2016 Swift Networks acquisition (19 May 2016) Advisor/broker offer (19 May 2016) Living Networks acquisition (16 November 2016) Advisor offer (24 May 2017) Share issue costs (net of tax) - 26,666,667 - 4,000,000 8,695,653 - 2,000,000 - - - 30,000,000 8,000,000 - - 4,500,000 1,200,000 407,997 284,199 - - - - 100,000 75,000 - - (133,697) (650,159) 90,212,903 80,825,054 30,768,966 28,727,663 (c) Swift Networks acquisition Under the terms of the Swift Networks acquisition, the Group issued 30,000,000 shares at $0.15 upon the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd. (b) Living Networks acquisition Under the terms of the Living Networks acquisition, the Group issued $100,000 worth of shares upon the acquisition of the Living Networks business. Ordinary shares Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, shall have one vote and upon a poll each share shall have one vote. 50 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 15. Issued capital (continued) Options At 30 June 2017, there were 18,373,333 options (30 June 2016 - 16,578,553) available for exercise. Exercise price Expiry date Opening balance Issued during the year Expired during the year Exercised during the year Closing balance 20 cents 25 cents 15 cents 35 cents 42 cents Total 5-Aug-16 30-Apr-18 19-May-21 31-May-21 31-May-21 205,220 9,440,000 6,933,333 - - 16,578,553 - (205,220) - - - - - - - - 1,000,000 1,000,000 - - - - 2,000,000 (205,220) - 9,440,000 6,933,333 1,000,000 1,000,000 18,373,333 Share buy-back There is no current on-market share buy-back. Capital risk management The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell to reduce debt. The Group will look to raise capital when an opportunity to make investments is seen as value adding rel ative to the current parent entity’s share price at the time of the investment. The Group is not subject to externally imposed capital requirements. The capital risk management policy remains unchanged from the 2016 Annual Financial Statement. 51 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 16. Reserves Options reserves Opening balance Options issued Closing balance Consolidated 2017 $ 2016 $ 650,652 124,000 774,652 109,852 540,800 650,652 Options reserve The reserve is used to recognise the fair value of options granted. During the year, 2,000,000 options exercisable at $0.35 and $0.42 respectively were issued to brokers and advisers in connection to future and past services provided to Swift Networks Group Limited. Refer to Note 18 (ii) for details regarding the issue. Note 17. Accumulated losses Accumulated losses at the beginning of the financial year (24,038,437) (18,788,513) Profit / (loss) after income tax expense for the year Accumulated losses at the end of the financial year (1,364,198) (5,249,924) (25,402,635) (24,038,437) Consolidated 2017 $ 2016 $ Note 18. Share based payments (i) Share Issue During the financial year ended 30 June 2017, $75,000 was recognised as a share based payment made in consideration of services provided to the Company by an executive consultant. (ii) Options Issued During the financial year ended 30 June 2017 two tranches of 1,000,000 options each valued at $69,000 a nd $55,000 respectively were issued to brokers in connection with future and past services provided to Swift Networks Group Limited (refer to Note 16). The value of the services could not be reliably determined and therefore, were measured at their fair value using the up and in share price barrier model. 52 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 18. Share based payments (continued) The fair value of these options granted was calculated as 6.9 cents and 5.5 cents respectively each by using the “up and in share price barrier model” option valuation methodology and applying the following inputs: Underlying share price Exercise price VWAP barrier Valuation date Expiry date Exercise period Volatility Risk free rate No. of options Tranche A $0.2667 $0.35 $0.35 Tranche B $0.2667 $0.42 $0.42 31 March 2017 31 March 2017 31 May 2021 31 May 2021 4.17 40% 2.21% 4.17 40% 2.21% 1,000,000 1,000,000 (iii) Expenses arising from share based payment transactions Total expenses arising from share-based payment transactions recognised during the period were as follows: Consolidated 2017 $ 2016 $ 68,182 1,192,000 124,000 330,200 192,182 1,522,200 Issue of shares Issue of options Closing balance (iv) Additional disclosures Summary of options granted as a share based payment: 2017 2016 Average exercise price per option No. of options Value of options Average exercise price per option No. of options Value of options $0.15 4,233,333 $330,200 - - - $0.39 2,000,000 $124,000 $0.15 4,233,333 $330,200 $0.23 6,233,333 $454,200 $0.15 4,233,333 $330,200 As at 1 July Granted during the year As at 30 June 2017 53 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 18. Share based payments (continued) Share options outstanding at the end of the year have the following expiry date and exercise prices: Grant Date 19 May 2016 31 March 2017 31 March 2017 Total Expiry Date Exercise Price 30 June 2017 30 June 2016 Share options Share options 19 May 2021 31 May 2021 31 May 2021 $0.15 $0.35 $0.42 6,933,333 1,000,000 1,000,000 8,933,333 6,933,333 - - 6,933,333 Weighted average remaining contractual life of options 4.17 years Outstanding at end of year Nil As at 30 June 2017, none of the above options have vested and are exercisable. Note 19. Cash flow information Consolidated 2017 $ 2016 $ (a) Reconciliation of net profit/(loss) after tax to net cash flows from operations: (Loss) after tax (a) Non cash flows in profit: Depreciation expenses and assets written off Net fair value movement off available for sale financial assets Loss on sale of available for sale financial assets Share based payments Fair value loss on financial liability Income tax benefit (1,364,198) (5,249,924) 1,121,925 402,712 83,350 53,663 - 132,267 192,182 1,522,200 1,929,167 1,025,000 (1,001,757) - 960,669 (2,114,082) (b) Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries Change in trade and other receivables Change in inventories Change in other current assets Change in trade and other payables Change in unearned revenue Change in provisions Cash flow used in operations (774,032) (215,057) 4,846 327,497 151,708 650,569 820,729 - 196,988 - (585,712) (291,661) (130,081) (737,457) 54 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 19. Cash flow information (continued) (b) Non-cash financing and investing activities Issue of 30,000,000 shares at $0.15 upon acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd Liability raised for the possible future issue of ordinary shares pursuant to the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd Share based payment via issue of shares to related parties for services in connection with the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd Share based payment via issue of options to advisors and brokers in connection with the acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd Issue of 407,997 shares at $0.23 upon acquisition of Living Networks Liability raised for the possible future issue of ordinary shares pursuant to the acquisition of Living Networks and Web 2 TV (refer to Note 14) Consolidated 2017 $ 2016 $ - - - - 4,500,000 875,000 1,192,000 210,600 100,000 775,000 - - 875,000 6,777,600 Note 20. Segment information Activities in the operating segments are identified by management based on the manner in which resources are allocated, the nature of the resources provided and the identity of service line manager and area of income and expenditure. Discrete financial information about each of these areas is reported to the executive management team on a monthly basis. Management has determined that the Group has one operating segment being the provision of digital entertainment services in Australia. Prior to 19 May 2016 no reportable segments were identified. This segment meets aggregating criteria and are aggregated into one reporting sector. This internal reporting framework is the most relevant to assist the Board with making decisions regarding the company and its o ngoing activities. 55 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 20. Segment information (continued) Revenue from external sources Reportable segment loss Reportable segment assets Reportable segment liabilities Reconciliation of reportable segment loss Reportable segment loss Other revenue Unallocated - Share based payments - Fair value loss on financial liability - Other Loss before tax Reconciliation of reportable segment assets Consolidated 2017 $ 2016 $ 17,005,143 1,703,973 (173,777) (1,185,951) 14,480,537 8,299,500 (8,339,555) (5,184,286) (173,777) (1,185,951) 12,521 25,062 (192,182) (1,522,200) (1,929,167) (1,025,000) (83,350) (1,636,915) (2,365,955) (5,345,004) Reportable segment assets 14,480,537 8,299,500 Unallocated - Cash - Receivables - Other assets Total assets Reconciliation of reportable segment liabilities Reportable segment liabilities Unallocated - Trade and other payables Total liabilities - - - 2,729,634 146,537 178,426 14,480,537 11,354,097 (8,339,555) (5,184,286) - (829,933) (8,339,555) (6,014,219) 56 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 21. Financial risk management Introduction and overview The Group activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Group is exposed are market risk, credit risk and liquidity risk. Risk management framework (a) Market risk Market risk is analysed as market price risk, interest rate risk and currency risk. (i) Market price risk Market price risk is the risk that changes in market prices (other than changes due to currency or interest rate risk) will affect the Group’s income or value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures. The investments are carried at fair value with cha nges in fair value recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income; all changes in market conditions will directly affect net investment. As at balance date the exposure to market price risk related to financial instruments was considered to be immaterial. (ii) Interest rate risk Interest rate risk consists of cash flow interest rate risk (the risk that future cash flows of a financial instrument will vary due to changes in market interest rates) and fair value interest rate risk (the risk that the value of a financial instrument will vary due to changes in market interest rates). Management of interest rate risk Interest rate risk is the risk of financial loss and / or increased costs due to adverse movements in the values of the financial assets and liabilities as a result of changes in interest rates. Exposure to interest rate risk As at the reporting date the interest rate risk was considered to be immaterial. (iii) Currency risk Currency risk is the risk that the value of assets and liabilities denominated in a foreign currency will fluctuate due to adverse movements in exchange rates. As at 30 June 2017, the Group has exposure to currency risk relating to an operating lease and contractual commitments denominated in $US. A 10% movement in exchange rate would not have a material impact for the Group. (d) Credit Risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Management of credit risk Management has a credit policy in place and the exposure to credit risk i s monitored on an ongoing basis. 57 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 21. Financial risk management (continued) Exposure to credit risk The carrying amount of the Group’s financial assets represents the maximum credit exp osure. The Group’s maximum exposure to credit risk at the reporting date was: Carrying amount Cash and cash equivalents Trade and other receivables Consolidated 2017 $ 2016 $ 2,237,906 3,208,352 2,189,478 1,415,446 4,427,384 4,623,798 Trade and other receivables that are neither past due nor impaired are considered to be of high credit quality. Credit risk related to balances with banks and other financial institutions is managed in accordance with approved board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard & Poor’s rating of at least A-. (e) Liquidity Risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Management of liquidity risk The Group’s policy is to ensure that, as far as possible, it will always have sufficient liquidity to meet its financial liabilities when due, under both normal and stressed conditions. Exposure to liquidity risk As at reporting date the Group had suffici ent cash reserves to meet its requirements. The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place. The financial liabilities the Group had at reporting date were trade payables incurred in the normal course of the business. These were non-interest bearing and were due within the normal 30-60 days terms of creditor payments. The following table sets out the carrying amounts, by maturity, of the financial instruments including exposure to interest rate risk: 58 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 21. Financial risk management (continued) Carrying amount Weighted average interest rate Maturity 6 months or less 6-12 months 1-2 years More than 2 years $ % $ $ $ $ Consolidated - 2017 Financial assets Cash and cash equivalents 2,237,906 1.25% 1,832,878 Trade receivables Other receivables 1,975,087 214,391 Closing net book amount 4,427,384 Financial liabilities Trade payables 2,533,303 Other payable and accruals 914,795 Loan - Financial liability 4,604,167 Closing net book amount 8,052,265 Consolidated - 2016 Financial assets - - - - - - - 1,975,087 214,391 4,022,356 2,533,303 914,795 - - 3,448,098 Cash and cash equivalents 3,208,352 1.4% 3,208,352 Trade receivables Other receivables Financial liabilities 1,252,128 358,592 4,819,072 Trade payables 1,732,276 Other payable and accruals 1,251,635 Loan Financial liability 909,308 1,900,000 5,793,219 - - - - - - - 1,252,128 358,592 4,819,072 1,732,276 1,251,635 909,308 - - 1,900,000 3,893,219 - 1,900,000 - - - - - - - - - - - - - - - - 190,028 215,000 - - - - 190,028 215,000 - - - - - - - - - - - - - - - 4,604,167 4,604,167 - - - - - - - - - 59 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 21. Financial risk management (continued) The Group maintains cash flow forecasts for the next 12 months on a rolling basis. This takes into consideration all projected debt payments. Fair value of financial assets and liabilities The fair value of cash and cash equivalents and non-interest bearing monetary financial assets and financial liabilities of the Group approximates their carrying amounts. The fair value of other monetary financial assets and financial liabilities is based upon market prices where a market exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities with similar risk profiles. Non-interest bearing related party receivables and loans are repayable on demand, thus face value equates to fair value. Equity investments traded on organised markets have been valued by reference to market prices prevailing at balance date. For non-traded equity investments, the fair value is an assessment by the Directors based on the underlying net assets, future maintainable earnings and any special circumstances pertaining to a particular investment. The carrying amounts of financial assets and liabilities equates to their fair values at balance date. Note 22. Auditors’ Remuneration 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: Auditors of the Company BDO Audit (WA) Pty Ltd Audit and review of financial statements Non-audit services provided (BDO Reward) Consolidated 2017 $ 2016 $ 90,558 23,500 64,964 26,550 Total remuneration for audit and non-audit services 114,058 91,514 BDO Reward were engaged by the Remuneration Committee during the financial year to provide independent advice to the Committee on incentive plan consideration. BDO Reward were paid a total of $23,500 for these services by the Company for the 2017 financial year. 60 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 23. Parent entity Parent entity 2017 $ 2016 $ (a) Statement of Profit or Loss and other comprehensive income The individual financial statements for the parent entity show the following aggregate amounts: Net profit/(loss) attributable to equity holders of the Company (3,322,085) (4,063,973) (b) Statement of financial position ASSETS Total current assets Total non-current assets Total assets LIABILITIES Total current liabilities Total non-current liabilities Total liabilities Net assets EQUITY Share capital Other reserves Accumulated losses Total equity - 2,959,517 9,915,915 6,296,245 9,915,915 9,255,762 - (829,933) (4,604,167) (1,900,000) (4,604,167) (2,729,933) 5,311,748 6,525,829 30,636,667 28,727,663 849,652 650,652 (26,174,571) (22,852,486) 5,311,748 6,525,829 The Parent has not entered into any Guarantees on behalf of the Group as at 30 June 2017. The Parent has Contingent Assets or Contingent Liabilities as at 30 June 2017. The Parent has no contractual obligations on behalf of the Group as at 30 June 2017. 61 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 24. Commitments Operating lease commitments Office premises The Group leases office premises under an operating lease expiring in two years. Minimum commitments under the lease are as follows: Not later than 1 year Later than 1 year and not later than 2 years Later than 2 years and not later than 5 years Satellite content services The Group leases satellite content services under a lease expiring in July 2017. Minimum commitments are as follows: Not later than 1 year Later than 1 year and not later than 2 years Later than 2 years and not later than 5 years There are no other operating lease commitments. Consolidated 2017 $ 2016 $ 420,691 393,713 - - 393,713 - 420,691 787,426 - - - 1,186,000 138,000 - - 1,324,000 Note 25. Key management personnel compensation disclosures Refer to the Remuneration Report contained in the Directors' Report for details of the remuneration paid or payable to each member of the Company's Key Management Personnel (KMP) for the year ended 30 June 2017. Short term employee benefits Share based payments Post-employment benefits Consolidated 2017 $ 2016 $ 853,673 682,763 - 1,302,556 53,487 1,425 907,160 1,986,744 62 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 26. Related party transactions Key management personnel Disclosures relating to key management personnel are set out in the remuneration report of the Directors' report. Transactions with related parties Transactions with key management personnel related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. Consolidated 2017 $ 2016 $ Payments made to Wenro Holdings Pty Ltd, a company of which Robert Sofoulis is a Director and Ryan Sofoulis is associated with, for the provision of office premises, pursuant to operating lease 472,360 44,202 Amounts outstanding at reporting date (i) Payables (ii) Borrowings 188,205 557,483 - 909,308 No other transactions or loans existed during the year and as at reporting date between the Company and its key management personnel. Loans from related parties Opening balance Funds owed to Sentinel Gardens Pty Ltd, a related party of Robert and Ryan Sofoulis, by Wizzie Pty Ltd, upon acquisition of Swift Networks Pty Ltd and Wizzie Pty Ltd Funds repaid to directors and related parties Closing balance 909,308 - - 1,309,308 (909,308) (400,000) - 909,308 No other transactions or loans existed during the year and as at reporting date between the Company and with key management personnel. 63 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 27. Group entity Ultimate parent entity The ultimate parent entity in the wholly owned Group is Swift Networks Group Limited. Name of entity Parent entity Swift Networks Group Limited Controlled entities Swift Networks Pty Ltd Wizzie Pty Ltd Stanfield Funds Management Limited Country of residence / establishment Ownership interest 30 June 2017 % 30 June 2016 % Australia 100% 100% Australia Australia Hong Kong 100% 100% 100% 100% 100% 100% Of the controlled entities, only Swift Networks Pty Ltd and Wizzie Pty Ltd were operating during the financial year. Note 28. EPS Consolidated 2017 $ 2016 $ Net profit / (loss) from continuing operations for the year (1,364,198) (5,249,924) Weighted average number of ordinary shares for the purpose of basic earnings per share 86,690,176 23,579,152 Basic earnings / (loss) per share (cents) Diluted earnings / (loss) per share (cents) (1.6) (1.6) (22.3) (22.3) No. No. 64 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 29. Business Combination (a) Summary of acquisition - Swift Networks Pty Ltd and Wizzie Pty Ltd On 19 May 2016 Swift Networks Group Limited acquired 100% of the issued share capital of Swift Networks Pty Ltd and Wizzie Pty Ltd. The Group has recognised the fair values of the ass ets and liabilities as follows: Purchase consideration: Cash paid Ordinary shares issued Shares to be issued upon successfully meeting performance hurdles, pursuant to the acquisition agreement (refer to Note 14) Total Purchase Consideration The assets and liabilities recognised as a result of the acquisition are as follows: Cash Inventory Trade and other receivables Other assets Deferred tax assets Plant & equipment Intangibles - Customer Contracts (iii) Trade & other payables Unfavourable operating lease Provision for onerous contract (iii) Other liabilities Loans Deferred tax liabilities Net identifiable assets Add: Goodwill Net assets acquired $ 500,000 4,500,000 875,000 5,875,000 432,784 178,793 2,083,888 315,717 299,685 1,786,606 648,911 (463,934) (650,556) (348,393) (940,707) (1,309,308) (194,673) 1,838,813 4,036,187 5,875,000 (i) The goodwill is attributable to the forecast profitability of the acquired business. It will not be deductible for tax purposes. (ii) The directors believe the receivables are fully recoverable and no provision for impairment is required. (iii) At 30 June 2016, provisional accounting was applied to the fair value at the identifiable assets and liabilities acquired. At 30 June 2017, as a result of the finalisation of the subsidiary’s position, an adjustment has been made to recognise an intangible asset for customer contracts and a provision for an onerous contract (net of tax) with a comparative net decrease in Goodwill of $210,363. Significant accounting estimates and judgements The fair value of acquired assets was determined using the following key assumptions:  Customer contracts: assumed level of future revenue and assumed EBITDA margin 65 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 29. Business Combination (continued) (b) Summary of acquisition - Web 2 TV On 16 November 2016 the Group acquired the Web 2 TV business. The Group has provisionally recognised the fair values of the assets and liabilities based on the best available information available at reporting date. Details of the purchase consideration and the net assets acquired are as follows: Purchase consideration: Cash paid Shares to be issued upon successfully meeting performance hurdles, pursuant to the acquisition agreement (refer to Note 14) Total Purchase Consideration The assets and liabilities recognised as a result of the acquisition are as follows: Inventory Other current assets Trade and other payables Unearned revenue Provisions Net identifiable assets Add: Goodwill Net assets acquired $ 240,519 525,000 765,519 18,880 (7,833) (140,155) (42,054) (16,319) (187,481) 953,000 765,519 (i) The goodwill is attributable to the forecast profitability of the acquired business. It will not be deductible for tax purposes. (ii) The directors believe the receivables are fully recoverable and no provision for impairment is required. (iii) Revenue and net profit before tax of Livings Networks included in the consolidated statement of profit or loss and other comprehensive income from the acquisition date of 16 November 2016 to 30 June 2017 were $319,863 and $55,185. 66 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 29. Business Combination (continued) (c) Summary of acquisition - Living Networks On 16 November 2016 the Group acquired the Living Networks business. The Group has provisionally recognised the fair values of the assets and liabilities based on the best available information available at reporting date. Details of the purchase consideration and the net assets acquired are as follows: Purchase consideration: Cash paid Ordinary shares issued Shares to be issued upon successfully meeting performance hurdles, pursuant to the acquisition agreement (refer to Note 14) Total Purchase Consideration The assets and liabilities recognised as a result of the acquisition are as follows: Other current assets Trade and other payables Unearned revenue Net identifiable assets Add: Goodwill Net assets acquired $ 158,611 100,000 250,000 508,611 7,249 (20,000) (28,638) (41,389) 550,000 508,611 (i) The goodwill is attributable to the forecast profitability of the acquired business. It will not be deductible for tax purposes. (ii) The directors believe the receivables are fully recoverable and no provision for impairment is required. (iii) Revenue and net profit before tax of Livings Networks included in the consolidated statement of profit or loss and other comprehensive income from the acquisition date of 16 November 2016 to 30 June 2017 were $615,327 and $132,132. (d) Purchase Consideration - Cash outflow Swift Networks Pty Ltd/ Wizzie TV Living Networks Web2TV Total Consolidated 2017 $ - 158,611 240,519 2016 $ 67,216 - - 399,130 67,216 67 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 Note 30. Contingencies There are no contingent assets or contingent liabilities as at 30 June 2017. Note 31. Events subsequent to reporting date On 7 July 2017 Swift Networks Group Limited entered into a binding share purchase agreement for the acquisition of VOD Pty Ltd and its parent Movie Source Pty Ltd. The acquisition will complete, upon satisfaction of certain conditions precedent, which is likely to occur at or around the date of signing of this report. The purchase price payable by the Company to the Sellers for the Acquisition is:   $5,100,000 in cash (subject to adjustment for prepaid liabilities, trade debts, trade credits, employee entitlements and prepayments); and 3,600,000 fully paid ordinary shares at $0.25 per share in the Company. In order to fund the Acquisition, the Company has received bindi ng commitments to raise $4.5 million (before costs) via a placement of 18 million fully paid ordinary shares to sophisticated and institutional investors at $0.25 per share and has entered into debt facility with Bankwest to raise a further $3 million. The Placement occurred in 2 tranches, with the initial tranche of up to $2.2 million settled on 12 July 2017, and the balance of up to $2.3 million, settled on 18 August 2017 after receiving approval of shareholders at an Extraordinary General Meeting held on 11 August 2017. The Facility has a term of 3 years, during which the Company will make quarterly repayments with a final bullet repayment to be made at the end of the term. In addition, the Company has negotiated access to a debt facility of up to $350,000 to fund general working capital requirements. Both facilities will be secured by a first ranking general security of all present and future assets of the Company and its subsidiaries, and are subject to other terms which are considered customary for s uch agreements. There are no other matters or circumstances that have arisen since 30 June 2017 that have or may significantly affect the operations, results, or state of affairs of the Group in future financial periods. Note 32. Company details The registered office and principal place of business of the Company is: Swift Networks Group Limited 1 Watts Place BENTLEY WA 6102 Australia 68 SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES ABN 54 006 222 395 Directors’ declaration The Directors of the Company declare that: the financial statements and notes, as set out on pages 21 to 68 are in accordance with the Corporations Act 2001 and: a. b. c. d. e. comply with Accounting Standards, which as stated in accounting policy Note 2 to the financial statements, constitutes explicit and unreserved compliance with International Financial Reporting Standards (IFRS); and give a true and fair view of the financial position as at 30 June 2017 and of the performance for the year ended on that date of the consolidated Group; the financial records of the Company for the financial year have been properly maintained in accordance with s 286 of the Corporations Act 2001; the financial statements and notes for the financial year comply with the Accounting Standards; and the financial statements and notes for the financial year give a true and fair view; in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable as disclosed in Note 2 to the financial statements. This declaration is made in accordance with a resolution of the Board of Di rectors. Chairman Carl Clump Dated this 31st day of August 2017 69 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au 38 Station Street Subiaco, WA 6008 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR'S REPORT To the members of Swift Networks Group Limited Report on the Audit of the Financial Report Opinion We have audited the financial report of Swift Networks Group Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2017 and of its financial performance for the year ended on that date; and (ii) 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 Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees. Recoverability of intangible assets Key audit matter How the matter was addressed in our audit As disclosed in Note 10, the Group has $6,702,105 Our procedures included, but were not limited to the following: of intangible assets comprising goodwill, development costs, subscriber acquisition costs, customer contracts and other intangible assets. • Considering whether the methodology in the models was consistent with the basis required by Australian Accounting Standards and checking the mathematical accuracy of the As detailed in Note 10, management’s assessment models; of the recoverability of intangible assets is supported by a value in use cash flow model and the key assumptions used in this model. The assessment of impairment for intangible assets within the relevant cash generating units (CGUs) is a key audit matter due to the significant degree of estimations and assumptions made by management in the cash flow forecasts including future operating and financial performance, expectation of future growth rates, anticipated cost assumptions, the discount rate applied and the terminal value. • • • • • Comparing the cash flow forecasts for future periods in the models to those in the latest Board approved budgets; Performing sensitivity analysis on the key assumptions including discount rate and growth rate inputs; Assessing whether the growth rate assumptions in the models' forecasts were consistent with our understanding of the industry and the Group; Using our internal valuation specialists to assess the appropriateness of the discount rate applied; and Assessing the appropriateness of the Group's disclosures in respect of the assessment of carrying values for intangibles (refer note 10). Finalisation of provisional accounting (Swift Networks Pty Ltd & Wizzie TV Pty Ltd) Key audit matter How the matter was addressed in our audit As disclosed in Note 29(a), the Group finalised its Our procedures included, but were not limited to the provisional accounting for the acquisition of Swift following: Networks Pty Ltd and Wizzie TV Pty Ltd during the year. • Evaluating the assumptions and methodology used in management's determination of the fair value of assets The finalisation of the provisional accounting of this and liabilities acquired; acquisition is a key audit matter given its financial significance to the Group and because significant judgement was involved in assigning a fair value to the assets and liabilities acquired and the equity instruments issued by the Group. • Performing substantive testing on fair value adjustments, including agreeing to supporting documentation on a sample basis, as part of the finalisation of provisional fair value accounting; and • Assessing the appropriateness of the Group's disclosures in respect of the finalisation of acquisition accounting (refer note 29(a)). Recognition and measurement of deferred tax assets Key audit matter How the matter was addressed in our audit Refer Note 5 in the financial report. Our procedures included, but were not limited to the The Group recognised $1,406,658 of deferred tax assets following: of which $1,090,256 arises from tax losses carried • Using our internal tax specialists to evaluate the forward. Australian Accounting Standards require availability of these losses given the change in control deferred tax assets to be recognised only to the extent as a result of recent acquisitions; that it is probable that sufficient future taxable profits will be generated in order for the benefits of the deferred tax assets to be realised. These benefits are realised by reducing tax payable on future taxable profits. The recognition and measurement of these deferred tax assets was a key audit matter given the quantum of accumulated losses, the judgement in assessing availability of tax losses being recognised by the Group from recent business acquisitions and the judgement in assessing whether there will be enough future taxable profits to utilise the existing tax losses. Other information • Reviewing management’s key assumptions in the cash flow budget and forecasts and assessing whether deferred tax assets had been appropriately based on the extent to which they can be recovered by future taxable profits; and • Assessing the appropriateness of the Group's disclosures in respect of the recognition and measurement of deferred tax assets (refer note 5). The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2017, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free 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 has 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. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: http://www.auasb.gov.au/auditors_files/ar2.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 13 to 17 of the directors’ report for the year ended 30 June 2017. In our opinion, the Remuneration Report of Swift Networks Group Limited, for the year ended 30 June 2017, 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. BDO Audit (WA) Pty Ltd Jarrad Prue Director Perth, 31 August 2017 Shareholder information A. Substantial Shareholders The following have a relevant interest (>5%) in the capital of Swift Networks Group Limited as at 28 August 2017 Substantial ordinary shareholders No. of ordinary shares held Percentage held of Issued Ordinary Capital MR ROBERT NICHOLAS SOFOULIS & RELATED ENTITIES 30,185,000 27.89% WILSON ASSET MANAGEMENT GROUP & RELATES ENTITIES 10,057,236 9.29% B. Distribution of Equity Securities (i) Analysis of numbers of equity security holders by size of holding as at 28 August 2017. Category (Size of Holdings) Number of Holders Unlisted Options Ordinary Shares 1 1,001 5,001 10,001 100,001 - - - - - 1,000 5,000 10,000 100,000 and over 23 225 103 357 135 562 - - - 15 28 43 74 Shareholder information (continued) C. Equity Security Holders Twenty largest quoted equity security holders (28 August 2017) 1 2 3 4 5 6 7 8 9 10 SOFOULIS HOLDINGS PTY LTD RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LTD J P MORGAN NOMINEES AUSTRALIA LIMITED BNP PARIBAS NOMS PTY LTD SUETONE PTY LTD TRI-NATION HOLDINGS PTY LTD JAMES FLORIAN PEARSON PAUL DOROPOULOS JOHN COLIN & SUSAN MARJORY LOOSEMORE BURRWOOD INVESTMENTS PTY LTD 11 MR RUSSELL NEIL CREAGH 12 MR JAMES FLORIAN PEARSON 13 MR GEORGE STEPHEN PEMBERTON 14 TRI-NATION HOLDINGS PTY LTD 15 16 17 18 19 BOND STREET CUSTODIANS LTD SUNSET CAPITAL MANAGEMENT PTY LTD BWD ADVISORY PTE LTD SKYLINE ENTERTAINMENT HOLDING LIMITED SUETONE PTY LTD 20 KIM WALKER Total Ordinary shares Number held Percentage of issued shares 30,000,000 27.72% 10,057,236 9.29% 5,071,883 3,039,291 4.69% 2.81% 2,481,096 2.29% 2,408,889 2.23% 2,222,223 2.05% 2,128,889 1,400,000 1.97% 1.29% 981,110 0.91% 918,277 902,115 831,262 825,572 0.85% 0.83% 0.77% 0.76% 800,000 0.74% 793,887 0.73% 693,333 625,000 598,544 546,666 67,325,273 0.64% 0.58% 0.55% 0.51% 62.22% 75 Shareholder information (continued) D. Voting Rights The voting rights, upon a poll, are one vote for each share held. E. Unquoted securities Securities Options exercisable at $0.25 on or before 30 April 2018 Options exercisable at $0.15 on or before 19 May 2021 Options exercisable at $0.35 on or before 31 May 2021 Options exercisable at $0.42 on or before 31 May 2021 Class A Performance Shares Class B Performance Shares Number of Options Number of Holders Holders with more than 20% 9,440,000 6,933,333 1,000,000 1,000,000 16,666,667 16,666,667 19 24 1 1 1 1 1 1 - - 1 1 Details of Performance Shares Each Performance Shares converts to one (1) fully paid ordinary share upon satisfaction of the relevant milestone on or before 15 November 2020. The milestones in relation to the Performance Shares are: Milestone 1 – 16,666,667 Performance Shares The earlier to occur of: (i) the Company reaching 44,000 rooms with a revenue generating service from Swift Networks; and (ii) the Company reaching consolidated revenue of $24,000,000 in any rolling 12-month period commencing after completion. Milestone 2 – 16,666,667 Performance Shares The earlier to occur of: (i) the Company reaching 53,000 rooms with a revenue generating service from Swift Networks; and the Company reaching consolidated revenue of $29,000,000 in any rolling 12-month period (ii) commencing after completion. No Performance Shares were converted or cancelled during the period. No performance milestones were met during the period. F. On-market buyback There is no current on-market buy-back G. Stock Exchange listing Quotation has been granted for the Company’s Ordinary Shares. 76 Shareholder information (continued) H. Securities subject to escrow The following securities are currently subject to escrow: Securities Escrow Period Release Date Number Fully Paid Shares 24 months from quotation 1 June 2018 38,000,000 12 months from quotation 22 November 2017 407,997 Fully paid shares Unlisted Options, 15c (expiry 19 May 2021) 24 months from quotation Class A Performance Shares 24 months from quotation Class B Performance Shares 24 months from quotation 1 June 2018 1 June 2018 1 June 2018 6,933,333 16,666,667 16,666,667 I. Statement in relation to Listing Rule 4.10.19 The Directors of Swift Networks Group confirm in accordance with ASX Listing Rule 4.10.19 that during the period from reinstatement to official quotation to 30 June 201 7, the Company has used its cash, and assets that are readily convertible to cash, in a way consistent with its business objectives. 77 CORPORATE GOVERNANCE STATEMENT The Board is responsible for establishing the Company’s corporate governance framework, the key features of which are set out below. In establishing its corporate governance framework, the Board has referred to the 3 rd edition of the ASX Corporate Governance Councils’ Corporate Governance Principles and Recommendations. The corporate governance statement discloses the extent to which the Company follows the recommendations. The Company will follow each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where the Compa ny’s corporate governance practices will follow a recommendation, the Board has made appropriate statements reporting on the adoption of the recommendation. In compliance with the “if not, why not” reporting regime, where, after due consideration, the Company’s corporate governance practices will not follow a recommendation, the Board has explained its reasons for not following the recommendation and disclosed what, if any, alternative practices the Company will adopt instead of those in the recommendation. following governance-related documents The http://www.swiftnetworks.com.au, under the section marked “Corporate Governance”: found on can be the Company’s website at (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Board Charter Board Performance Evaluation Policy; Code of Conduct; Audit Committee Charter; Remuneration and Nomination Committee Charter; Security Trading Policy; Continuous Disclosure Policy; Shareholder Communication and Investor Relations Policy; Risk Management Policy; and Diversity Policy. Principle 1: Lay solid foundations for management and oversight Recommendation 1.1 The Company has established the respective roles and responsibilities of its Board and management, and those matters expressly reserved to the Board and those delegated to management, and has documented this in its Board Charter. The responsibilities of the Board include but are not limited to: (a) (b) (c) (d) setting and reviewing strategic direction and planning; reviewing financial and operational performance; identifying principal risks and reviewing risk management strategies; and considering and reviewing significant capital investments and material transactions. In exercising its responsibilities, the Board recognises that there are many stakeholders in the operations of the Company, including employees, shareholders, co-ventures, the government and the community. The Board has delegated responsibility for the business operations of the Company to the Chief Executive Officer. The Chief Executive Officer is accountable to the Board. 78 CORPORATE GOVERNANCE STATEMENT Recommendation 1.2 The Company undertakes appropriate checks before appointing a person, or putting forward to shareholders a candidate for election as a director and provides shareholders with all material information in its possession relevant to a decision on whether or not to elect a director. The checks which are undertaken, and the information provided to shareholders, are set out in the Company’s Remuneration and Nomination Committee Charter. Recommendation 1.3 The Company has a written agreement with each of the Directors and senior executives setting out the terms of their appointment. The material terms of any employment, service or consultancy agreement the Company, or any of its child entities, has entered into with its Chief Executive Officer, any of its directors, and any other person or entity who is a related party of the Chief Executive Officer or any of its directors will be disclosed in accordance with ASX Listing Rule 3.16.4 (taking into consideration the exclusions from disclosure outlined in that rule). Recommendation 1.4 The Company Secretary is accountable directly to the Board, through the Chair, on all matters to do with the proper functioning of the Board. The Company Secretary is responsible for the application of best practice in corporate governance and also supports the effectiveness of the Board by: (a) ensuring a good flow of information between the Board, its committees, and Directors; (b) monitoring policies and procedures of the Boa rd; (c) (d) advising the Board through the Chairman of corporate governance policies; and conducting and reporting matters of the Board, including the despatch of Board agendas, briefing papers and minutes. Recommendation 1.5 The Company has a Diversity Policy, the purpose of which is: (a) (b) to outline the Company’s commitment to creating a corporate culture that embraces diversity and, in particular, focuses on the composition of its Board and senior management; and to provide a process for the Board to determine measurable objectives and procedures which the Company will implement and report against to achieve its diversity goals. As at 30 June 2017 there is one woman in senior executive positions in the Company, and 6 women employees across the Company, representing 17% of the whole organisation. There are no women on the Board at this time. The Board maintains full transparency of board processes, reviews and appointments and encourages gender diversity. Given the Company’s size the Board does not consider it appropriate to set quantitative objectives regarding gender diversity at this time. As the operations grow, the Board will give consideration to the setting of such objectives and their achievement through the appointment of appropriate candidates to the Board and senior executive positions as they become available Recommendation 1.6 The Chair will be responsible for evaluating the performance of the Board, Board committees and individual directors in accordance wi th the process disclosed in the Company’s Board performance evaluation policy. 79 CORPORATE GOVERNANCE STATEMENT This policy is to ensure: (a) (b) (c) individual Directors and the Board as a whole work efficiently and effectively in achieving their functions; the executive Directors and key executives execute the Company’s strategy through the efficient and effective implementation of the business objectives; and committees to which the Board has delegated responsibilities are performing efficiently and effectivel y in accordance with the duties and responsibilities set out in the board charter. This policy will be reviewed annually. During the current reporting period, the Company has not conducted an evaluation of the Board, its committees and individual directors. The Board has committed to conducting an evaluation during the December quarter 2017 following integration of the Company's recent acquisitions. Recommendation 1.7 The Chief Executive Officer will be responsible for evaluating the performance of the Co mpany’s senior executives in accordance with the process disclosed in the Company’s Process for Performance Evaluations, which is currently being developed by the Board. The Chair will be responsible for evaluating the performance of the Company’s Chief Ex ecutive Officer in accordance with the process disclosed in the Company’s Process for Performance Evaluations, which is currently being developed by the Board. During the current reporting period, the Company has not conducted an evaluation of its Chief Executive Officer. The Board has committed to conducting an evaluation during the December quarter 2017 following integration of the Company's recent acquisitions. Principle 2: Structure the board to add value Recommendation 2.1 The Board has Remuneration and Nomination Committee consisting of independent Chairman Carl Clump and non- executive Director Robert Sofoulis. Due to the size of the Board, the Company has not appointed a third member to the committee. The duties of the committee are set out in the Company’s Remuneration and Nomination Committee Charter which is available on the Company’s website. The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of a Nominati on Committee and is disclosed on the Company’s website. During the financial year the committee met twice and both members attended both meetings. Recommendation 2.2 The mix of skills and diversity which the Board is looking to achieve in its composition i s: (a) (b) a broad range of business experience; and technical expertise and skills required to discharge duties. Recommendation 2.3 The Board considers the independence of directors having regard to the relationships listed in Box 2.3 of the Principles and Recommendations. 80 CORPORATE GOVERNANCE STATEMENT Currently the Board is structured as follows: (a) (b) (c) (d) (e) Carl Clump (Independent Chairman, appointed 6 October 2014); Xavier Kris (Chief Executive Officer, appointed 6 October 2014); Paul Doropoulos (Non-Executive Director, appointed 6 October 2014); Ryan Sofoulis (Executive Director, appointed 19 May 2016); and Robert Sofoulis (Non-Executive Director, appointed 19 May 2016). Recommendation 2.4 Currently, the Board considers that membership weighted towards relevant expertise is appropriate at this stage of the Company’s operations. Accordingly, the Board does not have a majority of independent directors. Recommendation 2.5 Mr Carl Clump is an independent Chairman. Recommendation 2.6 It is a policy of the Company, that new Directors undergo an induction process in which they are given a full briefing on the Company. In order to achieve continuing improvement in Board performance, all Directors are encouraged to undergo continual professional development. Specifically, Directors are provided with the resources and training to address skills gaps where they are identified. Principle 3: Act ethically and responsibly Recommendation 3.1 The Company is committed to promoting good corporate conduct grounded by strong ethics and responsibility. The Company has established a Code of Conduct (Code), which addresses matters relevant to the Company’s legal and ethical obligations to its stakeholders. It may be amended from time to time by the Board, and is disclosed on the Company’s website. The Code applies to all Directors, employees, contractors and officers of the Company. The Code will be formally reviewed by the Board each year. Principle 4: Safeguard integrity in corporate reporting Recommendation 4.1 Due to the size of the Board, the Company does not have a separate Audit Committee. The roles and responsibilities of an audit committee are undertaken by the Board. The full Board in its capacity as the audit committee is responsible for reviewing the integrity o f the Company’s financial reporting and overseeing the independence of the external auditors. The duties of the full Board in its capacity as the audit committee are set out in the Company’s Audit Committee Charter which is available on the Company’s website. When the Board meets as an audit committee it carries out those functions which are delegated to it in the Company’s Audit Committee Charter. Items that are usually required to be discussed by an Audit Committee are marked as separate agenda items at Board meetings when required. 81 CORPORATE GOVERNANCE STATEMENT The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises. Candidates for the position of external audi tor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Board. The Board has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities of the Audit Committee and is disclosed on the Company’s website. Recommendation 4.2 Before the Board approves the Company financial statements for each financial period it will receive from the Chief Executive Officer and the Chief Financial Officer or equivalent a declaration that, in their opinion, the financial records of the Company for the relevant financial period have been properly maintained and that the financial statements for the relevant financial period comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the Company and the consolidated entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively. Recommendation 4.3 Under section 250RA of the Corporations Act, the Company’s auditor is required to attend the Company’s annual general meeting at which the audit report is considered, and does not arrange to be represented by a person who is a suitably qualified member of the audit team that conducted the audit and is in a position to answer questions about the audit. Each year, the Company will write to the Company’s auditor to inform them of the date of the Company’s annual general meeting. In accordance with section 25 0S of the Corporations Act, at the Company’s annual general meeting where the Company’s auditor or their representative is at the meeting, the Chair will allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor (or its representative) questions relevant to the conduct of the audit; the preparation and content of the auditor’s report; the accounting policies adopted by the Company in relation to the preparation of the financial statements; and the independence of the auditor in relation to the conduct of the audit. The Chair will also allow a reasonable opportunity for the auditor (or their representative) to answer written questions submitted to the auditor under section 250PA of the Corporations Act. Principle 5: Make timely and balanced disclosure Recommendation 5.1 The Company is committed to: (a) (b) (c) ensuring that shareholders and the market are provided with full and timely information about its activities; complying with the continuous disclosure obligations contained in the Listing Rules and the applicable sections of the Corporations Act; and providing equal opportunity for all stakeholders to receive externally available information issued by the Company in a timely manner. The Company has adopted a Disclosure Policy, which is disclosed on the Company’s website. The Disclosure Policy sets out policies and procedures for the Company’s compliance with its continuous disclosure obligations under the ASX Listing Rules, and addresses financial markets communication, media c ontact and continuous disclosure issues. It forms part of the Company’s corporate policies and procedures and is available to all staff. The Chief Executive Officer manages the policy. The policy will develop over time as best practice and regulations change and the Company Secretary will be responsible for communicating any amendments. This policy will be reviewed by the Board annually. 82 CORPORATE GOVERNANCE STATEMENT Principle 6: Respect the rights of security holders Recommendation 6.1 information about The Company provi des investors via its website at http://www.swiftnetworks.com.au. The Company is committed to maintaining a Company website with general information about the Company and its operations and information specifically targeted at keeping the Company’s shareholders informed about the Company. In particular, where appropriate, after confirmation of receipt by ASX, the following will be posted to the Company website: its governance to itself and relevant announcements made to the market via ASX; (a) (b) media releases; (c) (d) (e) (f) investment updates; Company presentations and media briefings; copies of press releases and announcements for the preceding three years; and copies of annual and half yearly reports including financial statements for the preceding three years. Recommendation 6.2 The Company has a Shareholder Communication and Investor Relations Policy which aims to ensure that Shareholders are informed of all major developments of the Company. The policy is disclosed on the Company’s website. Information is communicated to Shareholders via: (a) (b) (c) (d) reports to Shareholders; ASX announcements; annual general meetings; and the Company website. This Shareholder Communication and Investor Relations policy will be formally reviewed by the Board each year. While the Company aims to provide sufficient information to Shareholders about the Company and its activities, it understands that Shareholders may have specific questions and require additional information. To ensure that Shareholders can obtain all relevant information to assist them in exercising their rights as Shareholders, the Company has made available a telephone number and relevant contact details (via the website) for Shareholders to make their enquiries. Recommendation 6.3 The Board encourages full participation of Shareholders at meetings to ensure a high level of accountability and identification with the Company’s strategies and goals. However, due to the size and nature of the Company, the Board does not consider a policy outlining the policies and processes that it has in place to facilitate and encourage participating at meetings of shareholders to be appropriate at this stage. Recommendation 6.4 Shareholders are given the option to receive communications from, and send communication to, the Company and its share registry electronically. To ensure that shareholders can obtain all relevant information to assist them in exercising their rights as shareholders, the Company has made available a telephone number and relevant contact details (via the website) for shareholders to make their enquiries. 83 CORPORATE GOVERNANCE STATEMENT Principle 7: Recognise and manage risk Recommendation 7.1 Due to the size of the Board, the Company does not have a separate Risk Committee. The Board is responsible for the oversight of the Company’s risk management and control framework. When the Board meets as a risk committee is carries out those functions which are delegated to it in the Company’s Audit Committee Charter. Items that are usually required to be discussed by a Ris k Committee are marked as separate agenda items at Board meetings when required. The Board has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities in relation to the risk management system of the Audit Committee and is disclosed on the Company’s website. The Board has adopted a Risk Management Policy, which is disclosed on the Company’s website. Under the policy, responsibility and control of risk management is delegated to the appropriate level of man agement within the Company with the Chief Executive Officer having ultimate responsibility to the Board for the risk management and control framework. The risk management system covers: (a) (b) (c) (d) operational risk; financial reporting; compliance / regulations; and system / IT process risk. A risk management model is also being developed and will provide a framework for systematically understanding and identifying the types of business risks threatening the Company as a whole, or specific business activities within the Company. Recommendation 7.2 The Board will review the Company’s risk management framework annually to satisfy itself that it continues to be sound, to determine whether there have been any changes in the material business risks the Company faces and to ensure that the Company is operating within the risk appetite set by the Board. Arrangements put in place by the Board to monitor risk management include, but are not limited to: (a) monthly reporting to the Board in respect of operations and the financial po sition of the Company; and (b) quarterly rolling forecasts prepared; Recommendation 7.3 The Company does not have, and does not intend to establish, an internal audit function. To evaluate and continually improve the effectiveness of the Company’s risk management and internal control processes, the Board relies on ongoing reporting and discussion of the management of material business risks as outlined in the Company’s Risk Management Policy. Recommendation 7.4 Given the speculative nature of the Company’s business, it will be subject to general risks and certain specific risks. The Company will identify those economic, environmental and/or social sustainability risks to which it has a material exposure, and disclose how it intends to manage those risks in ea ch of its corporate governance statements. 84 CORPORATE GOVERNANCE STATEMENT Principle 8: Remunerate fairly and responsibly Recommendation 8.1 The Board has Remuneration and Nomination Committee consisting of independent Chairman Carl Clump and non- executive Director Robert Sofoulis. Due to the size of the Board, the Company has not appointed a third member to the committee. The duties of the committee are set out in the Company’s Remuneration and Nomination Committee Charter which is available on the Company’s website The Board has adopted a Remuneration and Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee and is disclosed on the Company’s website. During the financial year the committee met twice and both members attended both meetings. Recommendation 8.2 Details of the Company’s policies on remuneration will be set out in the Company’s” Remuneration Report” in each Annual Report published by the Company. This disclosure wil l include a summary of the Company’s policies regarding the deferral of performance-based remuneration and the reduction, cancellation or clawback of the performance-based remuneration in the event of serious misconduct or a material misstatement in the Co mpany’s financial statements. Recommendation 8.3 The Company’s Security Trading Policy includes a statement on the Company’s policy on prohibiting participants in the Company’s Employee Incentive Plan entering into transactions (whether through the use of derivatives or otherwise) which limit the economi c risk of participating in the Employee Incentive Plan. Security Trading Policy In accordance with ASX Listing Rule 12.9, the Company has adopted a trading policy which sets out the following information: (a) (b) (c) closed periods in which directors, employees and contractors of the Company must not deal in the Company’s securities; trading in the Company’s securities which is not subject to the Company’s trading policy; and the procedures for obtaining written clearance for trading in exceptional circumstances. The Company’s Security Trading Policy is available on the Company’s website. 85 Corporate Directory Directors Carl Clump Chairman Xavier Kris Executive Director – Chief Executive Officer Paul Doropoulos Non-Executive Director Robert Sofoulis Non-Executive Director Ryan Sofoulis Executive Director Company Secretary Stephen Hewitt-Dutton Chief Financial Officer George Nicholls Corporate Details Auditor Swift Networks Group Limited ACN: 006 222 395 ABN: 54 006 222 395 www.swiftnetworks.com.au Registered Office 1 Watts Place BENTLEY WA 6102 Telephone: +61 8 6103 7595 +61 8 6103 7594 Facsimile: BDO Audit (WA) Pty Ltd 38 Station Street SUBIACO WA 6008 Bankers Bank West Ltd Bank West Place 300 Murray Street WA 6000 Share Registry Automic Registry Services Level 1 7 Ventnor Avenue WEST PERTH WA 6005 PO Box 223, West Perth WA 6872 T: 1300 288 664 F: +61 8 9321 2337 E : info@automic.com.au Stock Exchange Listings The ordinary shares of Swift Networks Group Limited are listed on the Australian Stock Exchange (Code: SW1) 86 

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