www.swiftnetworks.com.au
investor@swiftnetworks.com.au
+61 8 6103 7595
CORPORATE DIRECTORY.
Directors
Corporate Details
Auditor
Swift Networks Group Limited
ACN: 006 222 395
ABN: 54 006 222 395
www.swiftnetworks.com.au
BDO Audit (WA) Pty Ltd
Level 9, Mia Yellagonga Tower 2
5 Spring Street
PERTH WA 6000
Registered Office
Bankers
1060 Hay Street
WEST PERTH WA 6005
Telephone: +61 8 6103 7595
Facsimile: +61 8 6103 7594
Bank West Ltd
300 Murray Street
PERTH WA 6000
Share Registry
Link Group
Level 12
QV1 Building
PERTH WA 6000
T: +61 8 9211 6650
F: +61 8 9211 6670
W : linkmarketservices.com.au
Charles Fear
Chairman
Darren Smorgon
Non-Executive Director
Peter Gibbons
Non-Executive Director
Robert Sofoulis
Non-Executive Director
Bradley Denison
Non-Executive Director
Philippa Leary
Non-Executive Director
Brian Mangano
Managing Director
Ryan Sofoulis
Chief Financial Officer
Company Secretary
Suzie Foreman
Stock Exchange Listings
The ordinary shares of Swift Networks Group Limited are listed on the Australian Stock Exchange.
(Code: SW1)
This Annual Report is a Summary of Networks Group Limited’s operations,
activities and financial position as at 30 June 2022.
HIGHLIGHTS.
Revenue of $18.5 million, 5% increase on FY21
$20.2 million of customer receipts
$3.75 million cash plus $235,000 of term deposits
$13.5 million Recurring Revenue
Group EBITDA Profit of $1.4 million (including R&D income)
Enterprise EBITDA profit of $2.4 million (including R&D income)
In excess of $15.0 million in new contracts signed
$940,000 holding in ASX listed investment
Appointments of New Chairman, Managing Director, Chief Financial Officer, and Company Secretary
Successful development, launch, sales and installation of Swift Access and Swift Broadcast
Secured five-year expanded content licence agreement
Completed sale of loss-making Medical Media business
Relocation of Perth and Sydney offices realising annualised savings of $500,000
Swift secures $7.7 million long-term finance facility
CHAIRMAN’S
REPORT.
Dear Fellow Shareholders
Thank you for taking the time to read the first annual report since I
became Chairman of Swift. FY22 has been turned into an exciting time
to become part of the Swift journey.
I am very happy to have taken on the role of Chairman of Swift. Since
initially joining the Board as a non-executive director in November
2021, I have been able to witness, first-hand, the dedication and depth
of experience within the Swift team. I have also gained a deeper understanding of the potential for Swift’s unique
technological platform, whether that be in its current markets of Mining, Oil & Gas, and Aged Care or through the
potential to apply Swift’s platform across new markets in the future.
Swift imbues the essence of what makes a good business, a strong team spirit, an open culture, sound technology, a
great reputation for service and a can-do attitude.
Swift’s purpose is to connect and engage through entertainment and communications solutions, this has never been
more relevant than over the past two years as Swift has continued to support our customers, their staff and residents,
whether they reside in remote mine sites or aged care facilities both of which were isolated and impacted by COVID.
I believe that Swift has a unique product and service offering for the Mining, Oil & Gas and Aged Care sectors. Swift’s
capabilities have been created by combining long term industry experience in communications network installation,
technology and support with the provision and creation of tailored content that Swift has sourced from across the
globe. Swift’s ability to provide the best solution for unique environments and provide market leading support
capabilities can have only been gained through many years of installation experience and through the design and
development of Swift’s proprietary platform and systems developed to meet customers unique requirements. Swift’s
system is in demand and currently being utilised by some of the leading companies in Mining, Oil & Gas and Aged Care,
these are companies that want the best for those on site or under their care.
Swift now has both the ingredients and focus to continue its journey and increase its rate of growth as its markets
emerge from the restrictions bought on by COVID. The Board is confident and buoyant about the Company’s prospects
under the leadership of a strong and committed management team.
During the year, we announced several changes to the composition of Swift’s Board. Apart from my appointment we
welcomed Mr Brad Denison as an independent non-executive director and saw the departure of Kathy Ostin as an
independent non-executive director. We also saw the transition of Pippa Leary to the role of non-executive director
and the appointment of Brian Mangano to the role of CEO/MD. During the year Ryan Sofoulis was appointed as CFO
and Suzie Foreman as Company Secretary.
I would like to thank the management team, staff, financiers and business associates for their support and hard work
that has enabled us to come this far. I would also like to extend my gratitude to my fellow directors for their
contributions to the Group and for their counsel. Last but not least, I would like to show appreciation to our
shareholders for their constant support.
Charles Fear
MANAGING
DIRECTOR’S
REPORT.
Dear Swift Shareholders
I am pleased to present Swift’s Annual Report for FY22, which outlines our
progress and achievements over the past financial year. FY22 has been a
good year for our company, successfully launching Swift Access and Swift
Broadcast products into the Mining, Oil & Gas, and Aged Care markets.
Swift has secured significant multi-year subscription sales of this new platform to key customers in all our target
markets, effectively securing long-term contracts with high-quality recurring revenue.
The introduction of Swift Access has driven many new contract agreements with both new and existing customers.
Swift Access allows the combination of site-based on-demand content to be paired with smart casting technology,
which results in a platform that can be utilised across low bandwidth environments or sites with high bandwidth
demand fluctuations.
Over the years that Swift has been servicing the Mining and Oil & Gas sectors, we have grown an extensive customer
list that is the envy of many, with multiple industry leaders demanding the best system and experience on-site for
their staff. We have continued to attract tier one customers with our entry into the Aged Care sector, where we first
launched our platform just prior to the onset of COVID but are now experiencing renewed demand as the Aged Care
industry re-emerges with a desire to improve residents’ care and overcome isolation through streamlined
communications and technology solutions that provide choice and support well-being.
Delivery and installation timing continues to be challenging in the Mining, Oil & Gas, and Aged Care sectors due to
limited facility access, client shut-down scheduling and staff shortages. Swift has managed to avoid the worst of the
supply chain issues that arose during the year, by securing extra set-top-box and computer server inventory to meet
the forecast demand.
FY23 is the dawn of a new growth cycle for Swift; I believe Swift is well-positioned to seize new opportunities as they
arise by leveraging our technological expertise, proprietary platform, installation experience, and comprehensive
support to provide customers with one-stop solutions. We will continue to focus on executing our Mining, Oil & Gas,
and Aged Care strategy and strive towards moving from a sustainable business strategy during COVID to a growth
strategy in FY23 and beyond.
For those new to Swift, we are a technology company that offers a premium entertainment and engagement solution
powered by our proprietary platform. The Swift platform is not a static solution. One of our key points of difference
is that we design and implement solutions tailored to the specific needs of our customers that are reliable and scalable,
supported with exceptional customer service, and continually developed to drive value throughout the customer
lifecycle. Our end goal is to enhance residents' and staff's overall experience and well-being, whether on a remote
mine site or living within an Aged Care facility. We strive to turn any facility into a community built around premium
entertainment and industry-leading levels of engagement and accessibility.
While it would be great if one size did fit all, we know this isn’t the case. For example, what works in Mining or Oil &
Gas is quite different from what is required in Aged Care. When we talk about accessibility in Mining, we are most
likely referring to overcoming geographical barriers. In contrast, Aged Care is more about physical and psychological
challenges. We leverage our knowledge, understanding, and core proprietary technology / Intellectual Property as a
base to build a solution that maximises value – for all stakeholders, whoever and wherever they are.
When we think about the current market trends, being flexible and being able to tailor specific solutions that maximise
value for differing communities is a priority. Our customers appreciate this, and we have developed Swift’s three E’s
to keep us focused on where and how we drive value.
Swift Entertains – through new release movies ahead of streaming services, secure casting your device and a 1,400+
feature movie library plus tailored TV, sport, and other entertainment content.
Swift Engages – through the use of Apps and the TV, a whole compendium experience is at hand, whether that be
site/facility activities, training, health and safety notices, people & culture services, or even the menu for dinner.
Swift Enables –through in-house technology and communications expertise, that can design and construct a complete
ICT solution, provide 24/7 support, and implement Swift’s proprietary solution that manages bandwidth across a
3,000-room mining site in the most remote locations. Or a new technological innovation that allows an Aged Care
resident restricted to their room to be included in common room activities. Swift enables businesses to provide
entertainment and engagement solutions tailored to maximise value for all stakeholders.
Current market trends are beginning to provide tailwinds for Swift. Changes in consumer behaviour with Video On
Demand (VOD) viewing during the pandemic drove unprecedented demand for content and uptake of VOD. This and
the ubiquitous use of QR codes helped bring down barriers and broaden the market accessing content via digital
platforms. While many streaming VOD options are available, exclusive content strategies mean that people are asked
to sign up and pay for multiple services to access content from different producers and distributors. After only a few
months, quality box office feature content is now being taken down from many streaming services. Swift retains an
extensive catalogue of Box office feature movies from multiple studios plus the advantage of a release window ahead
of streaming services. This surprises viewers and provides a better experience than home-at-home streaming; with
Swift, the movies are on us. Swift can also focus on delivering highly targeted content curated specifically for its
audiences based on data and analytics derived from actual viewership data. Swift gives access to great content and
an early release window, providing more choice and a quality product for the end user.
Swift’s proprietary technology that powers our entertainment and engagement platform has the potential to create
opportunities across a broad range of commercial partnerships, leveraging our Intellectual Property. This is an area
that could lead to future growth opportunities both within and outside of our current markets in Australia.
COVID increased the focus on every company’s role and responsibility in supporting their staff’s overall well-being and
creating a better culture. Companies are now being held more publicly accountable, and risks to reputation are high
when they fail to deliver these objectives. Swift’s platform can help companies minimise these risks and support their
staff by facilitating the delivery of information, education, training, cultural awareness, and safety, all known to help
nurture and promote overall wellbeing.
Staff shortages combined with a focus on well-being and lifestyle have resulted in people looking for a broader range
of benefits beyond the salary from their employer. Staff are looking for benefits such as an enhanced home-away-
from-home experience when being asked to work extended periods away from family and friends, with things that
might seem small, having a significant impact, i.e., providing a “better than expected” entertainment experience
versus being expected to buy and bring your own entertainment with you. Pressure on resources is also forcing
companies to be more focused and strategic. Combined with sustainability targets, a focus on People & Culture comes
together to drive demand for Swift’s platform. Companies want partners that can provide tailored solutions to
overcome their challenges, anticipate their needs, and provide flexible solutions that can scale with them.
Swift will continue to benefit from the above tailwinds across all our current markets and will look for opportunities
to expand the use of our technology platform across new markets and geographically through partnerships. Our
primary focus for FY23 will continue to be to pursue growth in our existing markets; there is considerable scope for
further earnings growth as Swift expands its market presence in Mining, Oil & Gas, and Aged Care. This will be achieved
through increasing brand awareness and targeting sales strategies that showcase Swift’s platform and support
capabilities with key potential customers. While the B2B sales cycle can take six months to finalise, these installation
and subscription agreements typically are for an initial term of three years, with most extending many years beyond.
Earnings growth is also expected as our existing customers grow through workforce increases and facility scale, leading
to an increase in room numbers. Our goal is to be the “go-to” entertainment and engagement solution in our existing
markets. I look forward to when Swift is specified for every mine and aged care facility in Australia.
I want to thank the Swift Board and Executive team for their unwavering support throughout the year, and I look
forward to a successful year ahead.
Brian Mangano
CONTENTS.
Annual Financial Report 2022
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
1
18
19
21
22
23
24
64
65
69
72
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
The Board of Directors of Swift Networks Group Limited (“the Group” or “the Company”) submits its report in respect
of the year ended 30 June 2022.
The Directors of the Company in office during the year and at the date of this report are:
Name Position
Mr Charles Fear
Non-executive Chairman (appointed as Non-executive Director 19 November 2021, role
changed 21 March 2022)
Non-executive Director (role changed 21 March 2022)
Mr Darren Smorgon
Mr Robert Sofoulis
Mr Ryan Sofoulis
Non-executive Director
Alternate Director and Chief Financial Officer, Finance Director (appointed 15 October
2021)
Independent Non-executive Director (resigned 19 November 2021)
Independent Non-executive Director
Non-executive Director (role changed 1 October 2021)
Managing Director and Chief Executive Officer (role changed 16 September 2021)
Ms Katherine Ostin
Mr Peter Gibbons
Ms Pippa Leary
Mr Brian Mangano
Mr Bradley Denison Non-executive Director (appointed 19 November 2021)
The Company Secretary is Ms Suzie Foreman (appointed 1 April 2022)
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year were the provision of content and communications on television
screens for out of home environments.
REVIEW OF OPERATIONS AND FINANCIAL RESULTS
Operational review
Swift Access
FY22 has seen targeted sales and marketing initiatives put in place to sell Swift’s latest product, Swift Access. Through
the FY21 acquisition of streamvision’s casting solution, Swift has introduced a product to market that amongst a large
feature set includes, blockbuster movie content, casting and BYOD functionality as well as mental health and first nations
content. Swift’s proprietary system offers a low bandwidth management system that allows the deployment of the
system in the most remote locations around Australia in as small or large a community as required.
During the year Swift has secured key customer contracts with large mining operators Roy Hill, Mineral Resources and
Inpex with its Swift Access solution. Swift upgraded functionality within the Swift Access product has allowed the
Company to not only target new customers but reengage with its current customer base to upgrade services to existing
customers.
Aged Care
FY22 has seen the COVID landscape change within Australia. With the relaxing of government mandated restrictions we
have begun to see the Aged Care Industry opening up for business. FY22 has seen the establishment of a Melbourne
based sales team specifically targeting the Aged Care industry. Swift has regularly participated in industry events which
have contributed significantly to the pipeline build of the business.
The first reward for the team is the announcement of a new partnership with ASX listed Hubify (ASX:HFY). Hubify services
many customers in the Aged Care industry and in May 2022 Swift announced a deal for a 54 month, $1.5m contract at
an initial 13 sites for one of Hubify’s customers.
1
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
Ongoing Response to COVID
DIRECTORS’ REPORT
The Mining and Resources sector has remained largely unaffected by COVID-19. Swift has seen some challenges in supply
for some equipment used in the deployment of our systems, however, we have implemented an early purchase strategy
that has allowed us to keep stock of potential long lead time items of equipment that is used regularly across
deployments. This has allowed Swift to minimise any potential delivery delays of contracted work.
Swift continues to engage local approved contractors to assist in the deployment of sites across Australia in the Aged
Care industry which allows flexibility around any lockdown or restrictions that may occur.
Financial Review
In FY22 the group achieved operating revenue of $18.5m (FY21: $17.6m), a 5% increase year on year, as it focussed on
its core verticals of Mining and Resources, Aged Care and Government. During FY22 Swift secured a further $2.9m in
project installation revenue to be delivered and recognised in FY23. This project work is expected to lead to increased
recurring revenues for the business.
Swift focussed on working capital in FY22 and was able to maintain cash levels throughout the year. Swift closed the
period with $3.75m in cash (FY21: $3.9m).
Subsequent to year end Swift announced the extension of its loan facility with Pure Asset Management Pty Ltd. The loan
period has been extended to 30 September 2025 with covenants aligned to a discounted rate to the business’ forecast.
Under this agreement Swift has commenced its payback of this facility with a repayment of $0.5m made upon execution
of the agreement, with the loan balance being reduced to $7.7m.
Swift’s Financial Asset of 20 million shares in Motio (ASX:MXO) are removed from escrow in October 2022. The directors
will explore options to realise this asset within the next 12 months.
Underpinned by the efforts mentioned above, in 2022, the group recorded an underlying Earnings Before Interest, Tax,
Depreciation Amortisation (“EBITDA”) of $1.4m (FY21: $1.5m).
A reconciliation of EBITDA to NPAT has been outlined in the Consolidated Statement of Profit and Loss with reference to
Notes 2, 3 and 4.
Outlook
FY23 will see the company continue its stated strategy to:
• Upgrade its sales and marketing capabilities
• Drive revenue growth with project work that delivers recurring revenues over time
•
•
•
• Maintain its current cost base
• Reduce its debt position
Explore partnership opportunities
Explore opportunities in synergistic verticals
Evolve its product suite to meet customer expectations in each core vertical
The directors look forward to updating you on our progress as the year unfolds.
2
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
SUBSEQUENT EVENTS
See Note 29 for events subsequent to reporting date.
DIVIDENDS PAID OR RECOMMENDED
No dividends were paid or recommended during the year (2021: nil).
INFORMATION ON THE DIRECTORS
Charles Fear – Non-executive Chairman
Charles Fear is an experienced Investment Banker and Non-Executive Director. He co-founded Argonaut Limited in 2002
and served as Chairman for 17 years during which time he was responsible for a significant number of Equity Market and
Mergers and Acquisitions transactions. Prior to founding Argonaut he was an Executive Director of Hartley Poynton and
Managing Director of global Canadian Investment Bank CIBC. He was also formerly a Senior Insolvency Partner of
KPMG. He presently Chairman of Mayur Resources Limited and Director of RugbyWA. He has previously served as a
Director of Atrum Coal Limited and as a Board Member and Chairman of the Western Australian Cricket Association.
Charles is a Fellow of the Australian Institute of Company Directors and is a Fellow of Chartered Accountants.
Directorships held in other listed companies in the past 3 years: Mayur Resources Limited (ASX: MRL) and Atrum Coal
Limited (ASX:ATU)
Bradley Denison – Non-executive Director
Bradley is an experienced Non-Executive Director and CEO with a strong financial background. He has particular
experience in complex multi-party projects and business turnarounds. Extensive client relationships in the government,
mining, aged care and commercial sectors.
Brad is immediate past CEO of Fleetwood Limited, a director of prefabAUS, and chairman of Providence Lifestyle Group.
Darren Smorgon – Non-executive Director (role changed 21 March 2022)
Darren has been a Non-executive Director of Swift since February 2019 after having previously served on the board of
Medical Media for three years prior to its acquisition by Swift. He is Managing Director of Sandbar Investments, a Sydney
based family office, and prior to that, spent 16 years at CHAMP Private Equity where he led several deals including the
privatisation and subsequent re-listing of oOh!Media Limited (ASX: OML). He is also the Chairman of co-working facility
provider Hub Australia Pty Ltd and a Non-Executive Director of Total Drain Cleaning Pty Ltd.
Directorships held in other listed companies in the past 3 years: oOh!Media Limited (ASX: OML)
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,
engineering services, distribution services of new communication technology 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
3
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
INFORMATION ON THE DIRECTORS (CONTINUED)
DIRECTORS’ REPORT
Kathy Ostin – Non-executive Director (resigned 19 November 2021)
Kathy has deep experience in the Aged Care and Healthcare sectors having established and led KPMG’s NSW Health,
Ageing and Human Services practice since 2006 until her departure in December 2018. Kathy was also an audit partner
since 2005 where her responsibilities covered Aged Care, Media and Technology companies. She as broad international
experience having worked in Asia, the USA and UK during her 24 years at KPMG. She is also a current Non-executive
Director and Chair of the Audit and Risk Subcommittee of Capral Limited, Non-Executive Director and Chair of the Audit
and Risk Subcommittee of dusk Group Limited, Non-executive Director of 3P Learning Limited, Non-executive Director
and Chair of the Board Audit Committee of Alex Corporation and Alex Bank Pty Limited, and Non-executive Director, Chair
of Finance and Financial Audit Committee, Chair of Risk and Internal Audit Committee and Member of the Rebate and
Pricing Committee of eftpos Payments Australia Limited.
Directorships held in other listed companies in the past 3 years: Capral Limited (ASX: CAA), dusk Group Limited (ASX: DSK),
3P Learning (ASX: 3PL).
Peter Gibbons – Non-executive Director
Peter has a proven background in building growth businesses, deep experience and extensive networks in the Aged Care,
Property and Mining & Resources sectors in Western Australia. Based in Perth, Peter is the co-founder and Managing
Director of Openn Negotiations, one of Australia’s leading online property auction platforms (ASX:OPN). Prior to Openn
Peter has had an extensive investment banking career with Macquarie Bank, Bankers Trust and Deutsche Bank. Peter was
the Chairman and is currently a Non-executive Director of Bethanie Group, Western Australia’s largest not-for-profit Aged
Care provider and was previously a Director of Silver Chain, Western Australia’s largest provider of in-home residential
aged care, Landcorp, and also served as a Commissioner of the Western Australian Football Commission.
Directorships held in other listed companies in the past 3 years: Openn Negotiation (ASX:OPN)
Pippa Leary – Non-executive Director (role changed 1 October 2021)
Pippa joined Swift in July 2019 following her tenure heading up Nine’s digital sales team where she was responsible for
the media company’s key online properties including nine.com.au, 9Honey and their broadcast video on demand platform
9Now. Pippa was previously CEO of Fairfax-Nine programmatic exchange APEX, and prior to that held senior executive
roles at Fairfax Media, including Managing Director of the publisher’s Digital Media division. Pippa is also an experienced
board director, and currently sits on the board of the RLPA.Past Board roles have included Equip Super, the IAB (Interactive
Advertising Bureau) and Solstice Media. She is a Graduate of the Australian Institute of Superannuation Trustees (AIST).
Directorships held in other listed companies in the past 3 years: none
Brian Mangano – Managing Director and Chief Executive Officer (role changed 16 September 2021)
Brian is a Chartered Accountant with more than 25 years’ executive experience in Australian Listed companies in the
Engineering, Technology and Investment sectors. Brian was appointed Chief Financial Officer and a Director at Swift Media
in April 2021. After qualifying with Ernst & Young, Brian travelled to the UK where he worked with Richard Branson’s Virgin
group as Financial Controller for Virgin Communications. Brian’s last major role was as CFO of ASX listed Veris Group the
largest surveying group in Australia with over 800 staff and revenues over $100 million. Brian is also a former Managing
Director of listed companies AirBoss and Australian Growth. His experience spans a broad range of areas including
strategic and business planning, mergers and acquisitions, capital raising, debt finance, information technology, risk
management and company secretarial, Brian is a Fellow of the Governance Institute of Australia a Member of the AICD.
Brian now brings his wide ranging experience to Swift Networks.
Directorships held in other listed companies in the past 3 years: none
4
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
INFORMATION ON THE DIRECTORS (CONTINUED)
DIRECTORS’ REPORT
Ryan Sofoulis –Alternate Director, Chief Financial Officer and Finance Director (appointed 15 October 2021)
Ryan has spent the last 15 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 USA, UK, Ireland and Australia.
Directorships held in other listed companies in the past 3 years: None
Suzie Foreman – Company Secretary (appointed 1 April 2022)
Suzie is an experienced Chief Financial Officer and Company Secretary with a demonstrated history of working with a
wide range of businesses from start-up enterprises to ASX top 300 corporates.
Suzie has worked with senior management and boards to advise on governance, enterprise risk management, audit and
corporate compliance, company secretarial, and financial reporting responsibilities. Suzie has been involved in the listing
of numerous entities on the Australian Securities Exchange over the past 20 years and facilitated and managed a large
number of capital raisings and M&A transactions.
Suzie has held senior management roles across a range of businesses including industrial, mining production and public
practice. Suzie is the Company Secretary of ASX listed entities NickelSearch Limited, (ASX:NIS), Spectur Limited (ASX:SP3)
and The GO2 People Ltd (ASX:GO2).
Suzie holds a Batchelor of Business, a Certificate of Applied Corporate Governance and Risk Management, is a Chartered
Accountant, and a Governance Institute Fellow member.
DIRECTORS’ INTERESTS
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 date of this report were as follows:
Director
Ordinary Shares
Options
Rights to deferred
Shares1
Employee Incentive Scheme
Rights
Mr Robert Sofoulis
97,374,768
Mr D Smorgon
Mr C Fear
Mr P Gibbons
Ms P Leary
Mr B Denison
Ms K Ostin
8,210,800
7,000,000
1,201,858
4,629,438
2,300,000
1,574,996
-
-
-
-
1,000,000
-
-
Mr B Mangano2
13,340,569
2,000,000
Mr Ryan Sofoulis3
5,209,024
-
-
-
600,000
-
-
600,000
-
-
-
-
-
-
-
1,583,311
-
-
4,620,487
1,557,728
1.
2.
3.
The Rights to deferred Shares are subject to shareholder approval.
4,620,487 STI is included in Ordinary shares which is subject to shareholder approval.
1,202,593 STI is included in Ordinary shares which is subject to shareholder approval.
5
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
DIRECTORS’ MEETINGS
The number of meetings (including meetings of Board committees) of the Company’s Board of Directors held during the
year ended 30 June 2022 and the number of meetings attended by each Director was:
Board
Remuneration Committee
Director
Mr C Fear
Mr D Smorgon
Mr Robert Sofoulis
Mr P Gibbons
Ms K Ostin
Mr B Denison
Mr Ryan Sofoulis1
Ms P Leary
Mr B Mangano
Number eligible to
attend
8
12
12
12
4
8
3
12
11
Number Attended
8
12
9
12
4
8
3
12
11
Number eligible to
attend
-
-
-
-
-
-
-
-
-
Number Attended
-
-
-
-
-
-
-
-
-
1 Ryan Sofoulis attended as alternate director to Robert Sofoulis
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.
6
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 2022 financial year:
Directors and Key Management Personnel
Name
Directors
Mr C Fear
Position
Non-executive Chairman (appointed as Non-executive Director 19 November 2021, role
changed 21 March 2022)
Mr D Smorgon
Non-executive Director (role changed 21 March 2022)
Mr Robert Sofoulis
Non-executive Director
Mr Ryan Sofoulis
Chief Financial Officer and Finance Director (appointed 15 October 2021),
Ms K Ostin
Mr P Gibbons
Mr B Denison
Ms P Leary
Alternate Director to Mr Robert Sofoulis
Non-executive Director (resigned 19 November 2021)
Non-executive Director
Non-executive Director (appointed 19 November 2021)
Non-executive Director (role changed 1 October 2021)
Mr B Mangano
Managing Director and Chief Executive Officer (role changed 16 September 2021)
Key Management Personnel are those Directors and executives with authority and responsibility for planning, controlling
and directing the affairs of Swift Networks Group Limited.
Remuneration Policy
Compensation levels for 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:
1. the capability and experience of the key management personnel
2. the key management personnel’s ability to control the relevant segment’s performance
There is direct relationship between key management personnel remuneration and performance. The Board did not
engage an independent remuneration consultant during the reporting year.
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, segment and overall performance of the Group.
7
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Remuneration governance
The full Board undertook the responsibilities of the Remuneration and Nomination Committee for the year.
Key Management Personnel Remuneration
The key management personnel of the Company are the executive directors. There are no other 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 2022 are
as follows:
Annual
Leave1
Share
Based
payments2
Super
Long
Service
Leave
Total
Perf.
Related
%
-
48,082
-
-
5,667
5,700
4,800
4,560
-
-
-
-
62,334
0%
113,782
42%
52,800
0%
52,560
0%
33,642
17,867
8,793
245,921
14%
17,402
14,571
12,857
207,498
8%
Director
Year
Salary
Bonus
&Fees
(Cash)
56,667
60,000
48,000
D Smorgon
Robert
Sofoulis
2022
2021
2022
2021
48,000
Ryan Sofoulis3
2022
178,667
K Ostin4
P Gibbons
2021
153,375
2022
2021
2022
2021
16,665
40,000
40,000
40,000
-
-
-
-
6,952
9,293
-
-
-
-
9,723
39,000
14,337
14,700
1,667
3,800
4,000
3,800
P Leary5
2022
134,139
4,024
2,051
10,181
2021
333,795
(3,059)
58,272
21,694
B Mangano6
2022
347,111
14,194
133,477
23,568
2021
39,333
3,026
-
3,737
C Fear7
B Denison8
2022
2022
28,012
23,333
Key Management
G Greenberg
2021
203,205
G Nicholls
2021
55,082
57,083
-
-
-
-
3,671
3,671
2,801
2,333
52,375
17,576
-
8,521
-
-
-
-
-
-
-
-
-
-
-
-
28,055
35%
82,800
47%
44,000
0%
58,500
25%
164,732
10%
410,702
14%
518,350
26%
46,096
0%
34,484
29,337
11%
13%
273,156
19%
120,686
0%
Totals
Totals
2022
872,594
-
25,170
200,572
72,884
8,793
1,180,013
2021
972,790
57,083
9,260
229,831
83,959
12,857
1,365,780
17%
17%
8
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
REMUNERATION REPORT – AUDITED (CONTINUED)
DIRECTORS’ REPORT
1 Movement in annual leave provision.
2 Refer to the below table and note 19 for further details.
3 Ryan Sofoulis was appointed as the Chief Financial Officer (“CFO”) and Finance Director on 15 October 2021. Prior to the appointment
of CFO, he held a position as Head of Finance. Amounts shown above include all of Mr Ryan Sofoulis’ remuneration during the reporting
period, whether as an Alternate Director or in his roles as Head of Finance and CFO. Amounts received in his position as CFO amounted
to $182,008. Amounts received prior to becoming CFO amounted to $63,913. He remained Alternate Director to Robert Sofoulis with
nil remuneration.
4 K Ostin resigned on 19 November 2021.
5 P Leary’s role changed from CEO, Executive and Non-Independent Director to Non-executive Director on 1 October 2021. Her
remuneration represents amounts received in all her positions, of which $135,399 was received as CEO, Executive and Non-
Independent Director. Amount received as Non-executive Director was $29,333.
6 B Mangano’s role changed from Chief Financial Officer to Managing Director and Chief Executive Officer on 16 September 2021. His
remuneration represents the amounts received in all his positions.
7 C Fear’s remuneration represents the amounts received from his commencement 19 November 2021 in his positions as Non-
executive Director and Non-executive Chairman.
8 B Denison’s remuneration represents the amounts received from his commencement 19 November 2021.
Details of Share Based Payments
Remuneration Type
Grant Date
Number
Granted
Total P&L
expense in
the year
As at 30 June 2022
Number
vested and
exercisable
Number
unvested
Ms K Ostin
Ordinary Share Rights (B)
1 October 2019
Mr P Gibbons
Ordinary Share Rights (C)
22 June 2020
600,000
600,000
Ms P Leary
Incentive Options
26 June 2019
1,000,000
9,723
14,337
2,051
-
-
-
-
750,000
250,000
Mr Ryan
Sofoulis
Performance Rights1
1July 20214
2,405,186
33,642
1,202,593
1,202,593
Mr B Mangano
Options2
18 November 2021
2,000,000
4,220
-
2,000,000
Mr B Mangano
Performance Rights1
1July 20214
9,240,974
129,257
4,620,487
4,620,487
C Fear
Ordinary Share Rights3
18 November 2021
600,000
3,671
B Denison
Ordinary Share Rights3
18 November 2021
600,000
3,671
-
-
600,000
600,000
1-3 Refer to valuation in next page.
3-4 The Ordinary Share Rights and Performance Rights are subject to shareholder approval.
9
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Ms Kathy Ostin held 600,000 ordinary share rights which were granted in prior year ending 30 June 2021. These rights
have passed the required vesting period of two years and met the criterion of completing her engagement as Non-
executive Director for the two years. As such, these rights were vested on 10 November 2021. These rights are currently
under escrow and will be quoted in the subsequent year. A share-based payment expense of $9,723 in relation to this
arrangement was recorded in FY2022 (FY2021: $39,000).
Mr Peter Gibbons held 600,000 ordinary share rights which were granted in prior year ending 30 June 2021. These rights
have passed the required vesting period of two years and met the criterion of completing his engagement as Non-
executive Director for the two years, therefore, they have been vested on 23 June 2022. A share-based payment expense
of $14,337 in FY2022 (FY2021: $14,700).
Ms Pippa Leary was granted 1,000,000 incentive options on 26 June 2019, which were subsequently approved by the
shareholders at the Annual General Meeting (“AGM”) of the Company held on 15 November 2019. The options have
met the required vesting period of three years and the criterion of completing her engagement as Chief Executive Officer
for the three years. As such, the 750,000 options were exercisable and vested as at 30 June 2022 with 250,000 options
unvested as at 30 June 2022. A share-based payment amount of $2,051 was recorded in FY2022 (FY2021 aggregated
expenses: $58,272).
In FY2022, Mr Ryan Sofoulis was granted 2,405,186 performance rights under FY2022 EIS, consisting of short-term
incentive (“STI”) rights of 1,202,593 and long-term incentive (“LTI”) rights of 1,202,593. The 1,202,593 STI rights can be
converted to ordinary shares upon shareholder approval, whilst the 1,202,593 LTI rights have vesting dates on 30 June
2023 (50%) and 30 June 2024 (remaining 50%). The condition attached to the LTI is continuous employment throughout
the vesting periods. His performance rights were approved by the Board on 28 July 2022 and are subject to approval by
the shareholders at the forthcoming AGM of the Company. A provisional share-based payment expense of $33,642 in
relation to this new arrangement was recorded in FY2022 (FY2021: nil).
Mr Brian Mangano was issued 2,000,000 share options in accordance with his employment contract and subsequent
approval by the shareholders on the AGM held on 18 November 2021. These options are exercisable at five cents per
share with a minimum exercise period of three years. A share-based payment expense of $4,220 in relation to this
arrangement was recorded in FY2022 (FY2021: nil).
In FY2022, Mr Brian Mangano was granted 9,240,974 performance rights under FY2022 EIS, consisting of STI rights of
4,620,487 and LTI rights of 4,620,487. The 4,620,487 STI rights can be converted to ordinary shares upon shareholder
approval, whilst the 4,620,487 LTI rights have vesting dates on 30 June 2023 (50%) and 30 June 2024 (remaining 50%).
The condition attached to the LTI is continuous employment throughout the vesting periods. His performance rights were
approved by the Board on 28 July 2022 and are subject to approval by the shareholders at the forthcoming AGM of the
Company. A provisional share-based payment expense of $129,257 in relation to this new arrangement was recorded in
FY2022 (FY2021: nil).
Mr Charles Fear held 600,000 ordinary share rights as at 30 June 2022. The rights were granted on 18 November and
subject to shareholder approval. These rights are subject to a vesting period of two years. These rights will be forfeited
in full and lapse should he not complete his engagement as Non-executive Chairman for the two years. A provisional
share-based payment of $3,671 in relation to this arrangement was recorded in FY2022 (FY2021:nil).
Mr Bradley Denison held 600,000 ordinary share rights as at 30 June 2022. The rights were granted on 18 November and
subject to shareholder approval. These rights are subject to a vesting period of two years. These rights will be forfeited
in full and lapse should he not complete his engagement as Non-executive Director for the two years. A provisional share-
based payment of $3,671 in relation to this arrangement was recorded in FY2022 (FY2021:nil).
10
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Apart from the grant of options and rights as part of the employment contracts commenced in FY2022 and the FY2022
EIS rights, Swift has not granted any options nor rights to other directors in FY2022.
Valuation
The fair value of these share-based instruments was calculated as follows:
Method
Spot price
Strike price
Expiry date
Volatility
Risk free rate
Fair value per unit (cents)
Share Options
(FY2022)
Black Scholes
1.9 cents
5 cents
Ordinary Share
Rights
(FY2022)
Share price at grant date
Performance Rights
(FY2022 EIS)
Share price at grant date
2 cents
nil
1.97 cents
nil
6 February 2025
18 November 2023
30 June 2025
100%
0.97%
0.8
n/a
n/a
2.0
n/a
n/a
1.97
All other incentive plans previously in place have been cancelled or lapsed due to the vesting criteria not being
achieved.
Statutory performance indicators
The table below shows measures of the Group’s financial performance over the last four years as required by the
Corporations Act 2001.
Loss after income tax1
Basic loss (cents per share)1
Increase/(decrease) share price (%)
2022
(3,653)
(0.6)
(6)
2021
(4,766)
(0.8)
(50)
2020
(21,647)
(6.3)
(82)
2019
(6,905)
(2.0)
(35)
2018
(7,729)
(6.9)
24
1. Loss and basic loss relate to continuing operations.
Current service agreements
The current service agreements in place between the Company and its Directors and Key Management Personnel set out
below:
(i)
The Company has entered into Contract of Employment agreements for Director Fees as follows:
Current directors
Mr C Fear
$60,000 per annum plus statutory superannuation
(appointed 19 November 2021 and role changed 21 March 2022)
Mr D Smorgon
$40,000 per annum plus statutory superannuation (role changed 21 March 2022)
Ms K Ostin
$40,000 per annum plus statutory superannuation (resigned 19 November 2021)
Mr P Gibbons
$40,000 per annum plus statutory superannuation
Mr Robert Sofoulis $48,000 per annum plus statutory superannuation
11
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Mr B Denison
$40,000 per annum plus statutory superannuation (appointed 19 November 2021)
Ms P Leary
$40,000 per annum plus statutory superannuation (role changed 1 October 2021)
(ii) Mr Darren Smorgon’s role has changed from Non-executive Chairman to Non-executive Director and thus resulted
in a change to his Director’s fee. There is no change to his Chairman’s fee of $60,000 per annum and share rights
over 750,000 Swift shares prior to his role change. Upon the change of role, his Non-executive Director fees
reduced to $40,000 per annum. The share rights have vested and converted to ordinary shares at no cost following
the end of the vesting period.
(iii)
(iv)
There is no change to Ms Kathy Ostin’s agreement for the role of Non-executive Director which included a
Director’s fee of $40,000 per annum and share rights over 600,000 Swift shares. The share rights have vested and
converted to ordinary shares at no cost following the end of the vesting period. Kathy Ostin resigned as Non-
executive Director on 19 November 2021.
There is no change to Mr Peter Gibbons’ agreement for the role of Non-executive Director which included a
Director’s fee of $40,000 per annum and share rights over 600,000 Swift shares. The share rights have vested and
converted to ordinary shares at no cost following the end of the vesting period.
(v) Ms Pippa Leary’s role has changed from CEO, Executive Director to Non-executive Director, effective 1 October
2021. Prior to her role change, the Company had a service agreement with her for the role of CEO, Executive
Director, which consisted of a base salary of $365k per annum, exclusive of superannuation and 1,000,000
incentive options in three tranches (Tranche 1: 500,000 at $0.30/share, Tranche 2: 250,000 at $0.45/share and
Tranche 3: 250,000 at $0.60/share). Ms Leary was granted 1,583,311 performance rights in July 2020. Post the
role change, her Director’s fee is $40,000 per annum.
(vi)
(vii)
The Company has entered a service agreement with Mr Charles Fear for the role of Non-executive Director,
effective 19 November 2021, which included a Director’s fee of $40,000 per annum and 600,000 share rights over
Swift ordinary shares subject to shareholder approval The rights will vest two year after the appointment and
convert at no cost following the end of vesting period. Mr Charles Fear’s role changed to Non-executive Chairman
on 21 March 2022 and accordingly his Director’s fee changed to $60,000 per annum.
The Company has entered a service agreement with Mr Bradley Denison for the role of Non-executive Director,
effective 19 November 2021, which included a Director’s fee of $40,000 per annum and 600,000 share rights over
Swift ordinary shares subject to shareholder approval. The rights will vest two year after the appointment and
convert at no cost following the end of vesting period.
(viii) On 15 October 2021, the Company appointed Mr Ryan Sofoulis for the role of Chief Financial Officer and Finance
Director whereby the base salary is $190,000 per annum, exclusive of superannuation. Prior to his appointment,
he held a position as Head of Finance whereby the base remuneration was $156,000, exclusive of superannuation.
The Company or Mr Sofoulis may terminate the employment agreement at any time by giving to the other not
less than 5 months’ written notice.
(viiii) On 16 September 2021, the Company appointed Mr Brian Mangano the role of Managing Director and Chief
Executive Officer, which consists of a base remuneration of $365,000, exclusive of superannuation and 2,000,000
options exercisable at five cents per share with a minimum three years exercise period. The Company or Mr
Mangano may terminate the employment agreement at any time by giving to the other not less than 6 months’
written notice. Prior to this appointment, he held a position of Chief Financial Officer and Director with a base
remuneration of $295,000, exclusive of superannuation.
12
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
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:
Ordinary
Shares Held at
30 June 2021
No.
Granted1
Held at Date of
Appointment/
(Resignation)
Acquire/
(Sold) on
Market
Exercise of
Options
Net
Change
Directors
Mr D Smorgon
7,460,800
Mr Robert Sofoulis
96,374,768
-
-
4,006,431
1,202,593
Mr Ryan Sofoulis
Ms K Ostin2
Mr P Gibbons
Ms P Leary
Mr B Mangano
Mr C Fear
Mr B Denison
-
-
-
4,620,487
974,996
601,858
4,129,438
2,180,573
-
-
-
-
-
-
-
-
-
1,000,000
-
-
-
500,000
6,539,509
-
750,000
750,000
-
-
1,000,000
1,202,593
600,000
600,000
-
-
-
-
600,000
600,000
500,000
11,159,996
7,000,000
2,300,000
-
-
2,000,000
5,000,000
-
2,300,000
Ordinary
Shares Held at
30 June 2022
No.
8,210,800
97,374,768
5,209,024
1,574,996
1,201,858
4,629,438
13,340,569
7,000,000
2,300,000
1. The granted securities are subject to shareholder approval.
2. Represents the shareholding up to the date of resignation as Non-executive Director (19 November 2021)
Rights to deferred shares of Directors and Key Management Personnel
The table below summarises the number of deferred shares of Swift Networks Group Limited held directly, indirectly or
beneficially, by each specified Director and Key Management Personnel, including their related entities during the
reporting year.
Held at 30 June
2021
No.
Ordinary Share
Rights granted
during the year1
Ordinary Share
Rights vested
during the year
Held at
30 June 2022
No.
Vested &
exercisable
at year end
Directors
Mr D Smorgon
Ms K Ostin
Mr P Gibbons
Mr C Fear
Mr B Denison
750,000
600,000
600,000
-
-
-
-
-
600,000
600,000
(750,000)
(600,000)
(600,000)
-
-
-
-
-
600,000
600,000
1. Ordinary Share Rights are subject to shareholder approval
-
-
-
-
-
13
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
REMUNERATION REPORT – AUDITED (CONTINUED)
DIRECTORS’ REPORT
Option holdings of Directors and 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:
Directors
Ms P Leary
Mr B Mangano
Held at
30 June 2021
No.
Exercised
during the
year
Granted as
compensation
Held at
30 June 2022
No.
Options vested &
exercisable at year
end
1,000,000
-
-
-
-
2,000,000
1,000,000
2,000,000
750,000
-
Performance right holdings of Directors and Key Management Personnel
The movement during the reporting period in the number of issued performance rights 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 2021
No.
Exercised
during the
year
Granted as
compensation1
Held at
30 June 2022
No.
Performance
rights vested &
exercisable at
year end
1,583,311
355,135
-
-
-
-
-
1,202,593
4,620,487
1,583,311
1,557,728
4,620,487
1,583,311
355,135
-
Directors
Ms P Leary
Mr Ryan Sofoulis
Mr B Mangano
1.
Performance Rights granted are subject to shareholder approval
Loans with Directors and Key Management Personnel
The Company has no other loans advanced by the Directors and their related parties as of 30 June 2022.
Other transactions with Directors and Key Management Personnel
Transactions with Directors and Key Management Personnel related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless otherwise stated.
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 premises, pursuant to lease.
Amounts outstanding at reporting date
2022
$
2021
$
161,536
630,881
Aggregate amount payable to Key Management Personnel and their related entities at
reporting date.
-
161,536
The FY2021 outstanding amounts were related to the provision and early termination charges of the office premises,
which were settled in full in FY2022.
No other transactions existed during the year and as at reporting date between the Company and with Directors and or
Key Management Personnel.
14
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
REMUNERATION REPORT – AUDITED (CONTINUED)
Voting and comments made at the Company’s 2021 annual General Meeting
The approval of the remuneration report was passed as indicated in the results of the Annual General Meeting dated 18
November 2021, with 98.5 per cent voting in favour.
This is the end of the Audited Remuneration Report.
15
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 2020
15 November 2019
15 November 2019
15 November 2019
18 November 2021
Total
Expiry date
30 April 2025
31 December 2022
31 December 2022
31 December 2022
7 February 2025
Exercise Price
$0.05
$0.30
$0.45
$0.60
$0.05
Number
2,000,000
500,000
250,000
250,000
2,000,000
5,000,000
INDEMNIFICATION AND INSURANCE OF DIRECTORS
During the financial year, Swift paid a premium 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 advantage 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, BDO Corporate Tax provided other services in addition
to their statutory duties. In the future 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.
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 Corporations Act 2001 is set out
on page 18.
ENVIRONMENTAL 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 2021 to 30 June 2022
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.
16
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
DIRECTORS’ REPORT
ROUNDING OFF
The Company is of an entity to which Australian Securities and Investments Commission (ASIC) Corporations (Rounding
in Financial/Directors’ Reports) Instruments 2016/91, dated 24 March 2016 applies. Amounts in the Directors’ Report
and the Financial Statements have been rounded to the nearest thousand dollars, unless otherwise stated.
Dated at Perth this 31st day of August 2022
This report is made in accordance with a resolution of the Directors.
Mr Charles Fear
Chairman
17
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF SWIFT NETWORKS GROUP
LIMITED
As lead auditor of Swift Networks Group Limited for the year ended 30 June 2022, 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.
Dean Just
Director
BDO Audit (WA) Pty Ltd
Perth
31 August 2022
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
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 2022
Note
2022
$000
2021
$000
Continuing Operations
Revenue
Operating expenses
Depreciation and amortisation
Amortisation of right-of- use assets
Impairment expenses
Share based payment
Business restructuring costs
Fair value gain on financial liabilities
Fair value loss on financial assets
Amortisation other
Results from operating activities
Finance income
Finance costs
Net finance costs
Loss before income tax
Income tax benefit/(expenses)
Loss from continuing operations
Loss from discontinued operations, net of tax
Loss for the year
Total comprehensive loss for the year
2
3 (a)
8,9
14
19
3 (b)
4
18,518
(17,098)
1,420
(1,275)
(182)
(234)
(431)
(364)
-
(1,085)
(44)
(2,195)
63
(1,521)
(1,458)
(3,653)
-
(3,653)
-
(3,653)
(3,653)
17,607
(16,119)
1,488
(2,065)
(344)
(1,294)
(440)
(500)
250
(325)
(105)
(3,335)
139
(1,037)
(898)
(4,233)
-
(4,233)
(533)
(4,766)
(4,766)
19
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 2022 (CONTINUED)
Loss per share attributable to the members of Swift
Networks Group Limited:
Basic loss per share
Loss from continuing operations
Loss from discontinued operations
Diluted loss per share
Loss from continuing operations
Loss from discontinued operations
26
26
Cents
Cents
(0.6)
-
(0.6)
-
(0.8)
(0.1)
(0.8)
(0.1)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction
with the accompanying notes.
20
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2022
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventory
Other current assets
Total Current Assets
Non-Current Assets
Trade and other receivables
Property, plant and equipment
Right-of-use assets
Contract assets
Intangible assets
Financial assets at fair value through profit or loss
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Contract liabilities
Provisions
Lease Liabilities
Borrowings
Total Current Liabilities
Non-Current Liabilities
Provisions
Borrowings
Lease Liabilities
Contract Liabilities
Total Non-Current Liabilities
Total Liabilities
Net (Liabilities)/Assets
Equity
Issued capital
Reserves
Accumulated losses
Total Equity
Note
5
6
7
6
8
14
15
9
10
11
15
12
14
13
12
13
14
15
16
17
18
2022
$000
3,750
2,512
856
637
7,755
144
694
737
16
1,979
940
4,510
12,265
5,320
1,066
537
154
7,238
14,315
33
-
701
102
836
15,151
(2,886)
61,627
5,769
(70,282)
(2,886)
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
2021
$000
3,877
3,088
829
647
8,441
659
1,094
35
61
1,710
2,475
6,034
14,475
6,176
693
581
47
-
7,497
28
6,567
-
47
6,642
14,139
336
61,627
5,338
(66,629)
336
21
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2022
Note
Issued Capital
Reserves
$000
$000
Accumulated
losses
$000
Total
$000
For the year ended 30 June 2022
At the beginning of the year
Total comprehensive loss for the year
Transactions with shareholders in their
capacity as shareholders:
Share based payments
At the end of the year
19
61,627
-
-
61,627
5,338
-
431
5,769
(66,629)
(3,653)
336
(3,653)
-
(70,282)
431
(2,886)
Note
Issued Capital
Reserves
Accumulated
losses
$000
$000
$000
Total
$000
For the year ended 30 June 2021
At the beginning of the year
Total comprehensive loss for the
year
Transactions with shareholders in
their capacity as shareholders:
Capital raised from placements
Share issue costs net of tax
Share based payments & Warrants
issued
19
At the end of the year
56,815
4,368
(61,863)
(680)
-
5,079
(267)
-
61,627
-
-
-
970
5,338
(4,766)
(4,766)
-
-
-
(66,629)
5,079
(267)
970
336
The above Consolidated Statement of Changes in Equity 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 CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2022
Note
Cash Flows from Operating Activities
Cash receipts in the course of operations
Cash payments in the course of operations
Government grants received
Finance costs
Interest received
R&D tax refunds
Net cash inflows/ (outflows) from operating activities
20
Cash Flows from Investing Activities
Purchase of property, plant and equipment
Payment for development and new subscribers
Proceeds from sale of listed shares
Net cash outflows for investing activities
Cash Flows from Financing Activities
Proceeds from issue of shares
Payment of share issue costs
Repayments of lease liabilities
Loan to KMP
Net cash (outflows)/inflows from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash at the beginning of the year
Cash at the end of the year
8
9
5
2022
$000
20,188
(20,005)
100
(850)
63
1,512
1,008
(337)
(1,041)
450
(928)
-
-
(207)
-
(207)
(127)
3,877
3,750
2021
$000
22,193
(22,594)
382
(814)
139
-
(694)
(181)
(1,165)
494
(852)
5,027
(267)
(1,755)
(30)
2,975
1,429
2,448
3,877
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
23
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
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.
Note 1 . Operating segments
In conjunction with AASB8 Operating Segments, the Company has identified its operating segment based on internal
reports that are reviewed and used by the Chief Operating Decision Maker (CODM) in assessing performance and in
determining the allocation of resources. The CODM has been identified as the Chief Executive Officer.
The CODM monitors the operating results of the consolidated group and organises its business activities and product
lines in the digital entertainment and services sector. The performance of the consolidated group is evaluated based
on Earnings before Interest, Taxes, Depreciate and Amortisation (“EBITDA”) which are measured in accordance with
the Company’s accounting policy.
Consistent with the assessment in annual accounts ended 30 June 2021, the Group has identified only one reporting
segment in the digital entertainment and service sector for which the Group earn revenue and allocate resources. As
such, the reportable segment for the current period is represented by primary statements forming this financial report
being one segment
Note 2. Revenue
Revenue from continuing operations
Total revenue
Disaggregation of revenue
Revenue recognition at a point in time1
Revenue recognition over time2
1. Relating to sale of equipment
2. Relating to content, support and services
Geographical information
All revenue is derived in Australia.
2022
$000
18,518
18,518
2022
$000
4,988
13,530
18,518
2021
$000
17,607
17,607
2021
$000
4,243
13,364
17,607
Revenue of approximately $2.2m (FY2021: $2.3m) is derived from a single external customer. The revenue is
attributed to the content and support.
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 2022
Note 2. Revenue (continued)
Revenue recognised in relation to contract
liabilities
Revenue recognised that was included in the
contract liability balance at 1 July for Content and
Technology revenue
Unsatisfied long-term Content & Technology
revenue
Aggregate amount of the transaction price
allocated to content and technology related
contracts that are partially or fully unsatisfied
as at 30 June 2022
2022
$000
157
157
2022
$000
2021
$000
411
411
2021
$000
17,933
15,184
17,933
15,184
As at 30 June 2022, the Group expects that 68% of the transaction price allocated to the unsatisfied contracts for
Content and Technology will be recognised as revenue in the 2023 financial year. The remaining 32% will be recognised
from 2024 to 2027.
The Group applies the practical expedient in paragraph 121 of AASB 15 and does not disclose information about
remaining performance obligations that have original expected durations of one year or less.
Note 3 (a) Operating expenses
Cost of sales
Employment costs1
Occupancy costs
Professional fees
Bad debts
General & administration expenses
Government grants
Other income2
2022
$000
(11,220)
(6,014)
(212)
(409)
-
(855)
100
1,512
2021
$000
(10,591)
(4,920)
(209)
(749)
(20)
(857)
146
1,081
(17,098)
(16,119)
1. The company conducted a salary reduction in response to Covid-19 impact in FY2021 and have reverted back in FY2022.
2 . Other income $1.5m is entirely related to R&D refunds received in FY2022, whilst the $1.1m was related to the net settlement
of licensing agreement with DXC in prior year.
Note 3 (b) Business restructuring costs
Business restructuring costs of $364k (FY2021: $500k) are associated with the disposal of Medical Channel in prior
year.
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 2022
Note 4. Taxation
(a) Income tax benefit
Major components of income tax expense are:
Current tax
Deferred tax
Under/Over
Income tax expense/ (benefit) reported in the income statement
(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 25% (2021: 26%)
- Non deductible share based payments
- Other permanents
Changes to income tax expense due to:
- Deferred taxes not recognised
Income tax expenses attributable to entity
(c) Deferred tax asset balances
Movement
Opening balance
Charged/(credited) to the profit or loss
(d) Deferred tax liabilities balances
Movements
Opening balance
Charged/(credited) to the profit or loss
Note 5. Cash and cash equivalents
Cash at bank on hand
Refer to note 21 on risk exposure analysis for cash and cash equivalents.
2022
$000
-
-
-
2021
$000
-
-
-
-
(3,386)
(4,766)
(847)
108
332
407
-
-
-
-
-
-
-
2022
$000
3,750
3,750
(1,239)
114
426
699
-
1,527
(1,527)
-
1527
(1,527)
-
2021
$000
3,877
3,877
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 2022
Note 6. Trade and other receivables
Current
Trade receivables1
Other receivables2
Loss allowance
Non-Current
Trade receivables3
2022
$000
2,133
495
(116)
2,512
2021
$000
2,514
690
(116)
3,088
144
659
1. Trade receivables are non-interest bearing and are generally on 30-60-day terms. Provision for loss of $116k was
made according to the assessment of expected credit loss. Due to short term nature of the current receivables, their
carrying amount is considered to be the same as their fair value.
At 30 June 2022, a total of $1,080k was past due of which $746k has been received. The remaining overdue balance
is $334k (FY2021: $304k). These relate to a number of independent customers for whom there is no recent history of
default. Swift is confident that these receivables are collectable and are active in the management and reduction of
these overdue amounts.
2. The restricted cash of $235k secured for issuance of bank guarantees is included in other receivables.
3. Customer on a deferred payment plan, remaining ranging up to 2 years, Revenue has been discounted using the
applicable interest rates, $63k interest income was recognised at 30 June 2022 (FY2021: $136K).
Refer to Note 21 Financial Risk Management for risk exposure analysis for Trade and other receivables.
Note 7. Inventory
Inventory:
Finished goods
Provision for obsolescence
Work in progress
Amounts recognised in profit or loss
2022
$000
611
(53)
298
856
2021
$000
639
(73)
263
829
1.
Inventories recognised as an expense during the year ended 30 June 2022 amounted to $1,713k (FY2021:
$1,158k). These were included in cost of sales of providing services in the statement of profit or loss.
2. Write-downs of inventories to net realisable value amounted to $21k (FY2021:$24k). These were recognised
as an expense during the year ended 30 June 2022 and included in cost of sales in the statement of profit or
loss.
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 2022
Note. 8 Property, plant and equipment
Motor
Vehicles
Software
Office Fit-
out &
Equipment
Test
Equipment
Rental
Equipment
Leasehold
Improvement
Total
$000
$000
$000
$000
$000
$000
$000
67
-
(23)
-
44
360
94
(157)
-
297
445
20
(108)
(234)
123
19
10
(14)
-
15
203
-
(174)
-
29
-
1,094
213
(27)
-
186
337
(503)
(234)
694
161
1,005
878
228
4,394
213
6,879
(117)
(708)
(755)
(213)
(4,365)
(27)
(6,185)
44
297
123
15
29
186
694
Year ended 30 June 2022
Opening net book
amount
Additions
Depreciation expenses
Impairment changes
Closing net book amount
At 30 June 2022
Cost
Accumulated
depreciation and
impairment
Net book amount
Year ended 30 June 2021
Opening net book
amount
Additions
90
-
2,172
92
646
5
31
4
628
80
Depreciation expense
(23)
(463)
(121)
(16)
(297)
Impairment charges
Disposals
-
-
(1,293)
(148)
Closing net book amount
67
360
-
(85)
445
-
-
19
-
(208)
203
At 30 June 2021
Cost
Accumulated
depreciation and
impairment
Net book amount
161
911
1,479
218
4,394
(94)
(551)
(1,034)
(199)
(4,191)
67
360
445
19
203
-
-
-
-
-
-
-
-
-
3,567
181
(920)
(1,293)
(441)
1,094
7,163
(6,069)
1,094
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 2022
Note 9. Intangible Assets
Year ended 30 June 2022
Opening net book amount
Additions
Amortisation charge
Closing net book amount
Cost
Accumulated amortisation and impairments
Closing net book amount
Development Costs
$000
1,710
1,041
(772)
1,979
6,156
(4,177)
1,979
Total
$000
1,710
1,041
(772)
1,979
6,156
(4,177)
1,979
Development
Costs
$000
Brand Loyalty /
Customer
Contracts
$000
Practice
Sites
$000
Total
$000
Year ended 30 June 2021
Opening net book amount
Additions
Amortisation charge
Disposals
Closing net book amount
1,732
1,165
(1,145)
(42)
1,710
19
-
-
(19)
-
3,003
-
-
(3,003)
-
4,754
1,165
(1,145)
(3,064)
1,710
Cost
Accumulated amortisation and
impairments
Closing net book amount
5,115
2,370
-
7,485
(3,405)
1,710
(2,370)
-
-
-
(5,775)
1,710
The company has incurred additional development costs of new applications to meet its growth strategy and the
market demand. Swift expects to recover the development costs through the sale and the use of these new
applications.
The company has completed the development of key applications and launched them including casting solution
related products to the market in FY2022.
The capitalised project development costs are amortised on a straight-line basis.
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 2022
Note 9. Intangible Assets (continued)
Assessment of carrying value
The aggregate carrying amount of intangibles allocated to the Group’s separably identifiable cash-generating units
(CGU):
Swift Networks – Intangibles
2022
$000
1,979
1,979
2021
$000
1,710
1,710
The Company has assessed the relevant impairment indicators and does not expect impairment to the Company’s
intangibles in this reporting year. The Company has concluded that the carrying value of the intangibles are
recoverable.
Note 10. Financial assets at fair value through profit
or loss
Non-current
Listed ordinary shares
2022
$000
940
940
2021
$000
2,475
2,475
The non-current asset represents the valuation of 20m shares in Motio Limited (ASX:MXO) at $0.047 cents per
share as of 30 June 2022.
Reconciliation of the fair values at the beginning and the end of the
current and previous financial year are set out below:
Opening fair value
Disposals
Net fair value loss on financial assets at fair value through profit or
loss
Closing fair value
Refer to Note 21 for further information on fair value assessment.
Note 11. Trade and Other Payables
Current
Trade Payables1
Other payables and accruals
2022
$000
2,475
(450)
(1,085)
940
2022
$000
3,063
2,257
5,320
2021
$000
3,300
(500)
(325)
2,475
2021
$000
2,799
3,377
6,176
1. Current trade payables are unsecured and are usually paid within 30 days of recognition. The carrying amounts
are considered to be the same as their fair values, due to their short-term nature.
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 2022
Note 12. Provisions
Current
Employee and FBT provisions
Non-Current
Employee provisions1
1. Entitlement to Long Service leave is more than 12 months
Note 13. Borrowings
Current
Pure Asset Management Loan
Less: transaction costs
Total non-current borrowings
Non-current
Pure Asset Management Loan
Less: transaction costs
Total non-current borrowings
2022
$000
537
537
33
33
2022
$000
8,201
(963)
7,238
2021
$000
581
581
28
28
2021
$000
-
-
-
-
-
-
8,000
(1,433)
6,567
1.
The Pure facility was a 4-year term with 9.5 per cent interest rate, interest payable every three months.
Transaction costs are costs that are directly attributable to the loan and include loan originating fees, legal fees
and warrants. 26.7m detached warrants were issued to pure on 29 January 2020 with exercise price of $0.0165
each. These have been included in transaction costs and have been valued using a Black-Scholes option pricing
model. The additional 24m warrants have been valued by using Black-Scholes option pricing model and
incurred a transaction cost of $582k in prior year. The balance of unamortised transaction cost of $963k is
offset against the borrowings of $8.2m. Total capitalised transaction costs relating to the facility agreement are
$1.9m. The security of the facility is a first-ranking general security over all assets of the Group and its
subsidiaries. Cash covenants of minimum cash balance of $1m in any given month and $1.75m persisting for
three consecutive months. The Company capitalised deferred interests of $0.2m in FY2022.
2.
At 30 June 2022, the Company breached covenants relating to EBITDA in its facility agreement with Pure Asset
Management Pty Ltd resulting in the need to obtain a waiver for this breach subsequent to the year end. The
covenants have been redefined with the support of financiers as included within Note 29.
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 2022
Note 14. Leases
Year ended 30 June 2022
Opening net book amount
Additions1
Amortisation expense
Closing net book amount
Year ended 30 June 2021
Opening net book amount
Disposal
Early termination
Amortisation expense
Closing net book amount
Lease liabilities
Properties Current
Total current lease liabilities
Properties Non-current
Total non-current lease liabilities
Total lease liabilities
Maturity analysis:
Within one year
Later than one year but not later than five years
Total
1. The additions represent the new Perth office leases commenced 1 August 2021.
Amounts recognized in the consolidated statement of profit or loss
Profit or (loss)
Interest expense (included in finance costs)
Amortisation charge of right-of-use assets
Cash outflow
The total cash outflow for leases in FY2022 was $207k (FY2021:1,755k).
Right-of-Use Assets
Property
$000
Equipment
$000
35
884
(182)
737
1,027
(113)
(535)
(344)
35
-
-
-
-
763
(763)
-
-
-
Consolidated Lease Liabilities
Total
$000
35
884
(182)
737
1,790
(876)
(535)
(344)
35
2021
$000
47
47
-
-
47
2021
$000
47
-
47
2021
$000
(54)
(675)
32
2022
$000
154
154
701
701
855
2022
$000
154
701
855
Year ended
2022
$000
(44)
(182)
SWIFT NETWORKS GROUP LIMITED AND CONTROLLED ENTITIES
ABN 54 006 222 395
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022
Note 15. Contracts Assets and Liabilities
Non-Current Contract assets
Contract assets relating to Content & technology Revenue
Total
Assets recognised from costs to fulfil a contract
Amortisation recognised as a cost of providing services
during the year
Total
2022
$000
16
16
515
(499)
16
2021
$000
61
61
515
(454)
61
In Adopting AASB 15, the Group recognised an asset in relation to costs incurred in obtaining Advertising and
Content & Technology contracts. The asset is amortised on a straight-line basis over the term of the specific
contract it relates to, in line with recognition of the associated revenue.
Current Contract liabilities
Content & technology revenue current
Total
Non-Current Contract liabilities
Content & technology revenue non-current
Total
1,066
1,066
102
102
693
693
47
47
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 2022
Note 16. Issued capital
Issued capital
2022
$000
2021
$000
61,627
61,627
Movement in Ordinary Share Capital:
30 June 2022
No.
30 June 2021
No.
At the beginning of the period
Exercise of EIS share rights
Issue of shares as per Placement and Share Purchase Plan
578,630,471
917,429
-
440,502,918
573,267
137,554,286
Options vested during the year
Share issue costs (a)
1,950,000
-
-
-
30 June
2022
$000
61,627
-
-
-
-
581,497,900
578,630,471
61,627
31 June
2021
$000
56,815
-
5,079
-
(267)
61,627
(a) Share Issue Costs
There is no share issue cost in the reporting period.
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.
Every holder of ordinary shares present at a meeting in person or by proxy, shall have one vote for each share.
Options
On 30 June 2022, there were 5,000,000 options (30 June 2021: 3,000,000) available for exercise.
Exercise price
Expiry date
Opening balance
Issued during the year
Closing balance
5 cents
30-60 cents
5 cents
Total
30 April 2024
31 December 2021
7 February 2025
2,000,000
1,000,000
-
-
2,000,000
1,000,000
-
2,000,000
2,000,000
3,000,000
2,000,000
5,000,000
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 2022
Note 16. Issued capital (continued)
Warrants
26,666,666 detached warrants were issued to Pure Asset Management on 29 January 2020 with an exercise price of
$0.0165 each and have been valued at $614k using a Black-Scholes option pricing model. These costs have been
included in capitalised transaction costs offset against the associated borrowings of $8.2m (refer to Note13).
In addition, 24,000,000 detached warrants were issued to Pure Asset Management on 3 March 2021 with an exercise
price of $0.08 each and have been valued at $582k using a Black-Scholes option pricing model. These costs have been
included in capitalised transaction costs offset against the associated borrowings of $8.2m (refer to Note13).
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 relative to the
current parent entity’s share price at the time of the investment.
The Group is subject to certain financial arrangement covenants and meeting these is given priority in all capital risk
management decisions.
The capital risk management policy remains unchanged from the 2021 Annual Financial Statement.
Note 17. Reserves
Options & Warrant reserves
Opening balance
Warrants issued
Options and Performance rights reserve
Closing balance
The reserve is used to recognise the fair value of options & warrants granted.
Note 18. Accumulated losses
Accumulated losses at the beginning of the financial year
Loss after income tax expense for the year
Accumulated losses at the end of the financial year
2022
$000
5,338
-
431
5,769
2022
$000
(66,629)
(3,653)
(70,282)
2021
$000
4,369
582
387
5,338
2021
$000
(61,863)
(4,766)
(66,629)
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 2022
Note 19. Share based payments
(i) Details of Share Based Payments
Remuneration Type
Grant Date
As at 30 June 2022
Number
Granted
Total P&L
expense
in the
year
Number
vested and
exercisable
Number
unvested
Mr D Smorgon
Ordinary Share Rights (A)
26 June 2019
Ms K Ostin
Ordinary Share Rights (B)
1 October 2019
Mr P Gibbons
Ordinary Share Rights (C)
22 June 2020
750,000
600,000
600,000
Ms P Leary
Incentive Options
26 June 2019
1,000,000
-
9,723
14,337
2,051
-
-
-
-
-
-
750,000
250,000
Ms P Leary
Performance Rights
24 July 2020
1,583,311
Performance Rights
19 November
2020
355,135
Performance Rights1
1 July 20214
2,405,186
33,642
1,202,593
1,202,593
-
-
1,583,311
355,135
-
-
Mr Ryan
Sofoulis
Mr Ryan
Sofoulis
Mr B Mangano Options2
18 November
2021
2,000,000
4,220
-
2,000,000
Mr B Mangano
Performance Rights1
1 July 20214
9,240,974
129,257
4,620,487
4,620,487
C Fear
Ordinary Share Rights3
B Denison
Ordinary Share Rights3
18 November
2021
18 November
2021
600,000
3,671
600,000
3,671
-
-
600,000
600,000
1-3 Refer to valuation in next page.
3-4 The Ordinary Share Rights and Performance Rights are subject to shareholder approval.
Mr Darren Smorgon held 750,000 ordinary share rights which were granted in prior year ending 30 June 2021. The
rights are subject to a vesting period of two years. The criterion of maintaining the position of Chairman for two years
from grant date has been met. A share-based payment of $48k in relation to this arrangement was recorded in FY2021.
Ms Kathy Ostin held 600,000 ordinary share rights which were granted in prior year ending 30 June 2021. These rights
have passed the required vesting period of two years and met the criterion of completing her engagement as Non-
executive Director for the two years. As such, these rights were vested on 10 November 2021. These rights are
currently under escrow and will be quoted in the subsequent year. A share-based payment expense of $9,723 in
relation to this arrangement was recorded in FY2022 (FY2021: $39,000).
Mr Peter Gibbons held 600,000 ordinary share rights which were granted in prior year 30 June 2021. These rights
have passed the required vesting period of two years and met the criterion of completing his engagement as Non-
executive Director for the two years, therefore, they have been vested on 23 June 2022. A share-based payment
expense of $14,337 in FY2022 (FY2021: $14,700).
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 2022
Note 19. Share based payments (continued)
Ms Pippa Leary was granted 1,000,000 incentive options on 26 June 2019, which were subsequently approved by the
shareholders at the Annual General Meeting (“AGM”) of the Company held on 15 November 2019. The options have
met the required vesting period of three years and the criterion of completing her engagement as Chief Executive
Officer for the three years. As such, the 750,000 options were exercisable and vested as at 30 June 2022 with 250,000
options unvested as at 30 June 2022.
In FY2021, she was granted 1,583,311 performance rights under Employee Incentive Scheme (“EIS”) with the vesting
dates on 31 December 2020 (50%) and 30 June 2021 (remaining 50%). The condition of maintaining continuous
employment throughout the vesting dates has been met and the performance rights were exercisable and vested as
at 30 June 2022. The aggregate share-based payment amount of $2,051 was recorded in FY2022 (FY2021: $58,272).
On 19 November 2020, Mr Ryan Sofoulis was granted 355,135 performance rights with vesting dates on 31 December
2020 (50%) and 30 June 2021 (remaining 50%). The condition of maintaining continuous employment throughout the
vesting periods has been met. A share-based payment expense of $17k was recorded in FY2021.
In FY2022, Mr Ryan Sofoulis was granted 2,405,186 performance rights under FY2022 EIS, consisting of short-term
incentive (“STI”) rights of 1,202,593 and long-term incentive (“LTI”) rights of 1,202,593. The 1,202,593 STI rights can
be converted to ordinary shares upon shareholder approval, whilst the 1,202,593 LTI rights have vesting dates on 30
June 2023 (50%) and 30 June 2024 (remaining 50%). The condition attached to the LTI is continuous employment
throughout the vesting periods. His performance rights were approved by the Board on 28 July 2022 and are subject
to approval by the shareholders at the forthcoming AGM of the Company. A provisional share-based payment expense
of $33,642 in relation to this new arrangement was recorded in FY2022 (FY2021: nil).
Mr Brian Mangano was issued 2,000,000 share options in accordance with his employment contract and subsequent
approval by the shareholders on the AGM held on 18 November 2021. These options are exercisable at five cents per
share with a minimum exercise period of three years. A share-based payment expense of $4,220 in relation to this
arrangement was recorded in FY2022 (FY2021: nil).
In FY2022, Mr Brian Mangano was granted 9,240,974 performance rights under FY2022 EIS, consisting of STI rights of
4,620,487 and LTI rights of 4,620,487. The 4,620,487 STI rights can be converted to ordinary shares upon shareholder
approval, whilst the 4,620,487 LTI rights have vesting dates on 30 June 2023 (50%) and 30 June 2024 (remaining 50%).
The condition attached to the LTI is continuous employment throughout the vesting periods. His performance rights
were approved by the Board on 28 July 2022 and are subject to approval by the shareholders at the forthcoming AGM
of the Company. A provisional share-based payment expense of $129,257 in relation to this new arrangement was
recorded in FY2022 (FY2021: nil).
Mr Charles Fear held 600,000 ordinary share rights as at 30 June 2022. The rights were granted on 18 November and
subject to shareholder approval. These rights are subject to a vesting period of two years. These rights will be forfeited
in full and lapse should he not complete his engagement as Non-executive Chairman for the two years. A provisional
share-based payment of $3,671 in relation to this arrangement was recorded in FY2022 (FY2021:nil).
Mr Bradley Denison held 600,000 ordinary share rights as at 30 June 2022. The rights were granted on 18 November
and subject to shareholder approval. These rights are subject to a vesting period of two years. These rights will be
forfeited in full and lapse should he not complete his engagement as Non-executive Director for the two years. A
provisional share-based payment of $3,671 in relation to this arrangement was recorded in FY2022 (FY2021:nil).
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 2022
Note 19. Share based payments (continued)
(i) Valuation
The fair value of these share-based instruments was calculated as follows:
Method
Spot price
Strike price
Expiry date
Volatility
Risk free rate
Fair value per unit (cents)
Share Options
(FY2022)
Black Scholes
1.9 cents
5 cents
Ordinary Share Rights
(FY2022)
Share price at grant date
Performance Rights
(FY2022 EIS)
Share price at grant date
2 cents
nil
1.97 cents
nil
6 February 2025
18 November 2023
30 June 2025
100%
0.97%
0.8
n/a
n/a
2.0
n/a
n/a
1.97
(ii) FY2022 Performance Rights Granted
During FY2022, 27,466,553 performance rights under Employee Incentive Scheme valued at $542k were issued to
eligible employees. Of the 27,466,553 performance rights, 13,733,276 STI performance rights vested immediately and
$271k recognised in FY22 with remaining 13,733,276 LTI vesting conditions were as follows:
(i)
(ii)
50% of the award will vest on 30 June 2023; and
50% of the Rights will vest on 30 June 2024
Continuous employment must be maintained throughout the vesting period. In the event that the employee resigns
or is terminated by the Company, all the unvested Performance Rights at the time will be forfeited. Further, if the
employees are placed on a formal performance management process, the Performance Rights will be forfeited.
Of the above 13,733,276 STI, 4,620,487 performance rights for Brian Mangano and 1,202,593 performance rights for
Ryan Sofoulis are subject to shareholder approval.
Of the above 13,733,276 LTI, 4,620,487 performance rights for Brian Mangano and 1,202,593 performance rights for
Ryan Sofoulis are subject to shareholder approval.
(iii) Warrants – refer to note 13
Summary of options and rights granted as a share-based payment:
Issue of options and rights to KMP
Issue of options and rights (Other)
Closing balance
2022
$000
201
230
431
2021
$000
230
210
440
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 2022
Note 20. Cash flow information
Consolidated
2022
$000
2021
$000
(a) Reconciliation of net profit/(loss) after tax to net cash flows from operations:
(3,653)
(4,766)
(Loss) after tax
(a) Non-cash flows in profit:
Depreciation and amortisation expenses
Amortisation expense for debt establishment cost and cost to
fulfil contract
Gain on disposal of discontinued operations
Impairment expenses
Bad debt expenses
Share based payments (settled in equity)
Fair value gain/ (loss) on financial liability
Loss on fair value on financial assets
Loss on disposal of property, plant and equipment
Gain on derecognition of right-of-use assets
Income tax expense/(benefit)
1,457
716
-
-
-
431
-
1,085
234
-
-
270
(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 contract liabilities
Change in provisions
Cash flow provided from operations
1,092
(27)
10
(724)
427
(40)
1,008
3,572
611
(232)
1,294
20
440
(250)
325
-
(596)
-
418
1,379
165
306
(2,413)
(634)
85
(694)
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 2022
Note 20. Cash flow information (continued)
Changes in liabilities from financing activities:
Balance as at 1 July 2020
Net cash used in financing activities
Derecognition of lease liabilities
Debt establishment costs capitalised
Gain on fair value on financial liabilities
Balance as at 30 June 2021
Net cash from financing activities
Lease liabilities capitalised
Lease repayment adjustment
Debt establishment costs capitalised
Other changes
Interest expensed
Interest payments (presented as operating cash flows)
Balance as at 30 June 2022
Long term
Borrowings
$000
6,923
-
(452)
96
6,567
-
-
-
201
1,260
(790)
7,238
Lease
liabilities
$000
3,135
(1,755)
(1,333)
-
-
47
(207)
891
124
-
-
-
855
Total
$000
10,058
(1,755)
(1,333)
(452)
96
6,614
(207)
891
124
201
1,260
(790)
8,093
Non-cash investing and financing activities disclosed in other notes are:
2022
• Acquisition of right-of-use assets – note 14
•
Equity instruments issued to employees and Directors under employee incentive scheme for no cash
consideration – note 19
2021
•
Equity instruments issued to employees and Directors under employee incentive scheme for no cash
consideration – note 19
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
Market risk
Market risk is analysed as market price risk, interest rate risk and currency risk.
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 Motio share price fluctuations would affect the holding value of the listed shares. The loss on the valuation of
Motio shares have been accounted for in this reporting period. Therefore, as at balance date the exposure to market
price risk related to financial instruments was considered to be immaterial.
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 2022
Note 21. Financial risk management (continued)
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 because the group borrowings were
fixed rate instruments.
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 2022, the Group has no 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.
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
The group limits its exposure to credit risk from trade receivables through regular review. At the reporting date there
were no significant concentrations of credit risk.
Exposure to credit risk
The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum
exposure to credit risk at the reporting date was:
Carrying amount
Cash and cash equivalents
Trade and other receivables
2022
$000
3,750
2,656
6,406
2021
$000
3,877
3,747
7,624
The Group makes use of a simplified approach, under AASB 9, in accounting for short term trade and other receivables
as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses.
In using this practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses using a provision matrix.
The Group has used a general approach, under AASB 9, in accounting for long term trade receivables. Loss allowance
for lifetime expected credit losses is recorded, if there is a significant increase in credit risk since initial recognition of
the financial asset. At 30 June 2022, the Group has assessed that the long term debts are recoverable in full amount.
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 2022
Note 21. Financial risk management (continued)
Loss Allowance
Opening loss allowance at 1 July (calculated under AASB 9)
Decrease in loss allowance recognised in profit or loss during the year
Closing loss allowance as at 30 June
2022
$000
116
-
116
2021
$000
2,899
(2,783)
116
For the loss provision, the management has segmented receivables into “Retention monies” and “Capex and monthly
enterprise sales”. As a result of assessment, the management has concluded that the loss allowance has not changed.
The management also assessed the history of other debtors and concluded that there is little to nil likelihood of default
and as such has not provided additional loss allowance in this reporting period.
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-.
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Exposure to liquidity risk
As at reporting date the Group had sufficient cash reserves and access to facilities or arrangements for further funding
or borrowings in place to meet its requirements (refer to note 28 Going concern for further details).
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 Group also has borrowings (refer to note 13) and lease liabilities (refer to note 14).
The following table sets out the carrying amounts, by maturity, of the financial instruments including exposure to
interest rate risk:
Exposure to liquidity risk
The following table sets out the carrying amounts, by maturity, of the financial instruments including exposure to
interest rate risk:
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 2022
Note 21. Financial risk management (continued)
Maturity
Carrying
amount
Weighted
average
interest rate
6 months
or less
6-12
months
1-2 years
More than
2 years
$000
%
$000
$000
$000
$000
Total
Contractual
cash flows
$000
Consolidated -
2022
Financial
liabilities
Trade payables
Other payables
Loan
Lease liability
Closing net book
amount
Consolidated -
2021
Financial
liabilities
Trade payables
Other payables
Loan
Lease liability
Closing net book
amount
3,063
1,557
7,238
855
-
-
9.5
5.6
3,066
918
8,201
74
12,713
-
12,259
-
295
-
80
375
-
249
-
361
610
(3)
95
-
340
432
3,063
1,557
8,201
855
13,676
Maturity
Carrying
amount
Weighted
average
interest rate
6 months
or less
6-12
months
1-2 years
More than
2 years
$000
%
$000
$000
$000
$000
Total
Contractual
cash flows
$000
2,799
2,407
6,567
47
11,820
-
-
9.5
-
-
2,702
2,407
-
47
50
47
-
-
-
-
-
-
-
8,067
-
2,799
2,407
8,067
47
5,156
50
47
8,067
13,320
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.
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 2022
Note 21. Financial risk management (continued)
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.
Equity investments traded on organised markets have been valued by reference to market prices prevailing at balance
date.
The carrying amounts of financial assets and liabilities equates to their fair values at balance date.
Fair value hierarchy
The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a
three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly.
Level 3: Unobservable inputs for the asset and liability
Assets
Financial assets at fair value through profit or loss
Total assets
Note 22. Auditors’ Remuneration
Level 1
$000
Level 2
$000
Level 3
$000
940
940
-
-
-
-
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:
Taxation advice and preparation of income tax returns
Total remuneration for audit and non-audit services
2022
$000
2021
$000
106
26
132
109
85
194
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 2022
Note 23. Parent entity
(a) Statement of Profit or Loss and other comprehensive income
The individual financial statements for the parent entity show the
following aggregate amounts:
Net loss attributable to equity holders of the Company
(b) Statement of financial position
Assets
Total current assets
Total non-current assets
Total assets
Liabilities
Total current liabilities
Total non-current liabilities
Net assets
Shareholders’ equity
Share capital
Reserves
Accumulated losses
Total equity
Parent entity
2022
$000
2021
$000
(1,350)
(4,144)
2,812
1,959
2,074
3,494
4,771
5,568
(8,214)
(157)
(56)
(7,585)
(3,499)
(2,174)
61,626
61,626
2,180
2,154
(67,305)
(65,955)
(3,499)
(2,174)
The Parent has no Contingent Liabilities as at 30 June 2022 (FY2021: nil). The Parent has a secured debt facility
amounting to $7,238k (30 June 2021: $6,567k) (Refer to details in Note 13).
The Parent has no Contingent assets and no other contractual obligations on behalf of the Group as at 30 June 2022
(FY2021: nil).
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 2022
Note 24. Related party transactions
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 2022.
Short term employee benefits
Share based payments (non-cash)
Post-employment benefits
Consolidated
2022
$
2021
$
897,764
1,039,133
200,572
229,831
81,677
96,816
1,180,013
1,365,780
Disclosures relating to key management personnel are set out in the remuneration report of the Directors' report.
Loans with Directors and Key Management Personnel
No other transactions existed during the year and as at reporting date between the Company and with Directors and
or Key Management Personnel.
The Company has no funds advanced by the Directors and their related parties as at 30 June 2022.
Other transactions with Directors and Key Management Personnel
Transactions with Directors and Key Management Personnel related parties are on normal commercial terms and
conditions no more favourable than those available to other parties unless otherwise stated.
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 premises, pursuant to
lease.
2022
2021
$
$
161,536
630,881
Amounts outstanding at reporting date
Aggregate amount payable to Key Management Personnel and their related entities
at reporting date.
-
161,536
The FY21 outstanding amounts were related to the provision and early termination charges of the office premises
which were settled in full in FY2022.
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 2022
Note 25. 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
VOD Pty Ltd
Medical Media Group Pty Ltd
Movie Source Pty Ltd
Wizzie Pty Ltd
Stanfield Funds Management Limited
Country of
residence /
establishment
Ownership interest
30 June 2022
%
30 June 2021
%
Australia
nil
Australia
Australia
Australia
Australia
Australia
Hong Kong
100%
100%
100%
100%
100%
100%
nil
100%
100%
100%
100%
100%
100%
Of the controlled entities, Swift Networks Pty Ltd and VOD Pty Ltd were operating during the financial year.
Note 26. EPS
Net loss from continuing operations for the year
2022
$000
(3,653)
No.
2021
$000
(4,233)
No.
Weighted average number of ordinary shares for the purpose of basic
earnings per share
580,116,723
520,018,041
Basic loss per share (cents)
Diluted loss per share (cents)
(0.6)
(0.6)
(0.8)
(0.8)
There are no instruments considered to be dilutive.
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 2022
Note 27. Commitments
The Company only has a commitment in respect of a five-year payment plan for NetSuite ERP licence fees. Minimum
commitments under the arrangement are as follows:
Not later than 1 year
Later than 1 year but not later than 2 years
Later than 2 years and not later than 5 years
Consolidated
2022
$000
140
163
-
303
2021
$000
142
140
163
445
Note 28. 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 set 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 statements 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.
Going Concern
The annual report has been prepared on a going concern basis, which contemplates the continuity of normal business
activity and the realisation of assets after tax for the year ended 30 June 2022 of a loss of $3.6m (2021: loss of $4.7m)
and net cash inflows from operating activities of $1m inclusive of 1.5m R&D tax refunds (2021: cash outflow of $0.7m).
These conditions indicate a material uncertainty that may cast a significant doubt about the Group’s ability to continue
as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal
course of business.
The Board and Management believe there are sufficient funds to meet the Group’s working capital requirements as
at the date of the financial statements.
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 2022
Note 28. Statement of Significant accounting policies (continued)
The financial statements have been prepared on the basis that the Group is a going concern which contemplates the
continuity of normal business activity, realisation of assets and settlement of liabilities in the normal course of business
for the following reasons:
•
•
•
•
The Directors have assessed the cash flow requirements for the 12 month period from the date of approval
of the financial statements and its impact on the Group and believe there will be sufficient funds to meet the
Group’s working capital requirement.
The Group has entered into an amended facility agreement with Pure Asset Management Pty Ltd as a
subsequent event on 17th August 2022 (refer to note 29). Under the terms of this amended agreement, the
breach of covenant at 30 June 2022 has been extinguished and the expiry of the facility has been extended
to 30 September 2025 under new covenants that are aligned at a discount to the Group’s forecasts. The
Directors also expect to comply with all future covenant requirements.
The Directors of the Group have reason to believe that in addition to the cash flow currently available,
additional funds from receipts are expected through commercialisation of the Group’s products and services.
$0.94m financial asset in listed entity MXO will be removed from escrow in October 2022. The Group will
explore its options to realise this asset within the next 12 months.
Whilst the Directors are confident in the outlook of the Group, the ability of the Group to continue as a going concern
is dependent upon executing the strategy that has been put in place. As a result of these matters, there is a material
uncertainty that may cast significant doubt upon the Group’s ability as a going concern and whether the group will
realise its assets and settle it liabilities in the ordinary course of business at the amounts recorded in the financial
statements.
The Directors have assessed the likely cash flow for the 12 months period from the date of signing this annual report
and its impact on the Group and believe there will be sufficient funds to meet the Groups working capital requirements
as at the date of this report, based on the belief that additional funds can be raised to finance the Group’s activity.
The Group has historically demonstrated its ability to raise funds to satisfy its immediate cash requirements and will
consider all funding options as required, for future capital requirements. The Directors of the Group have reason to
believe that in addition to the cash flow currently available, additional funds from receipts are expected through
commercialisation of the Group’s products and services. Should the Group not be able to continue as a going concern,
it may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at
amounts that differ from those stated in the financial statements and that the financial report does not include any
adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be
necessary should the Group not continue as a going concern.
Noting all of the above, and in conjunction with the Group’s historical ability to raise funds to satisfy its immediate
cash requirements the Directors are satisfied the Group is a going concern and therefore have prepared the financial
statements on the basis the Group will continue to meet its commitments and can therefore continue normal business
activities and realise its assets and settle liabilities in the normal course of the business.
The accounting policies applied and methods of computation for the year ended 30 June 2022 are consistent with
those of the annual financial report for the year ended 30 June 2021.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(a) Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by the
Company at the end of the reporting period. A controlled entity is any entity over which the Company 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
25 to the financial statements.
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, directly 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.
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 2022
Note 28. Statement of Significant accounting policies (continued)
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.
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 tax 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 same 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 significant amounts of deferred tax assets or liabilities are expected
to be recovered or settled.
(c) Financial Instruments
Accounting Policy
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of
the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently
measured at either amortised cost or fair value depending on their classification. Classification is determined based
on both the business model within which such assets are held and the contractual cash flow characteristics of the
financial asset unless an accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, it's carrying value is written off.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading,
where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a
derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised
in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated
entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial
recognition.
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 2022
Note 28. Statement of Significant accounting policies (continued)
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the
financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and
supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected
credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is
attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit
impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's
lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the
probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the
original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases,
the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
(d) Financing elements
The Group from time to time enter into contracts where the period between the transfer of the promised goods to
the customer exceeds one year. Should the transactions price include the effect of time value of money as the timing
of payment provides the customer with a significant financing benefit, the financing element will be recognised as
finance income over time.
(e) Impairment of Assets
At the end of each reporting period, the Group assesses the internal and external indicators that an asset may be
impaired. If such an indicator 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 Income unless the asset is carried at a relevant amount in accordance with
another statement. Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with
that other 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 which the asset belongs.
Impairment testing is performed annually for 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.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(g) Share based payments
The Group measures the cost of equity settled transactions by reference to the fair value of the equity instruments at
the date at which they are granted. The fair value is determined by using Black Scholes valuation model after taking
into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity settled share-based payments would have no impact on the carrying amounts of the
assets and liabilities within the next annual reporting period but may impact profit or loss and equity.
The fair value of options at grant date is determined using a Black-Scholes that takes into account the exercise price,
term of option, the impact of dilution, the share price at grant date and expected price volatility of the underlying
share, the expected dividend yield and the risk free interest rate for the term of the option.
Non-market vesting conditions are included in assumptions about the number of options that are expected to become
exercisable. At each reporting date, the entity revises its estimate of the number of options that are expected to
become exercisable. The employee benefit expense recognised each period takes into account the most recent
estimate.
Upon exercise of the options, the balance of the share-based payments reserve relating to those options is transferred
to share capital and the proceeds received are credited to share capital.
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 with the recognition of the expense accounted for over the vesting
period. The fair value is determined by an internal valuation using Black-Scholes option pricing model considering the
terms and conditions upon which the instruments were granted.
The key inputs to the Black-Scholes options pricing model include the expected price volatility and risk-free interest
rate. The expected price volatility is based on the historical volatility adjusted for any expected changes to future
volatility due to publicly available information. The risk interest is the risk-free of securities with comparable terms to
maturity.
(h) Employee Benefits
Wages, salaries and leave entitlements
Liabilities for wages, salaries and leave entitlements are recognised and 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.
(i) 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.
(j) Cash and Cash Equivalents
Cash and cash equivalents comprise cash balances only.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(k) Trade and Other Receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement
within 30-60-days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. For long term trade receivables, the expected credit loss is based on either the 12 month or
lifetime expected credit loss. To measure the expected credit losses, trade receivables have been grouped based on
days overdue. Other receivables are recognised at amortised cost, less any allowance for expected credit loss.
(l) Inventories
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes
direct materials, direct labour and an appropriate 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 straight-line 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 – Digital Entertainment System
25%
25% - 66.66%
10% - 100%
10% - 66.66%
20% - 100%
(n) Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held
for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-
ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with
a view to resale. The results of discontinued operations are presented separately on the face of the statement of profit
or loss and other comprehensive income.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(o) Intangibles
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 amortization 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. At the reporting date, the customer contracts have been fully amortised.
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 expenditures
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.
(p) Contract Assets
Subscriber acquisition costs directly attributable to obtaining customer contracts, generating or enhancing resources
and are expected to be on-charged to the customer, 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.
(q) 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.
(r) Financing Costs
Finance costs attribute to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in
the profit or loss in the period in which they are incurred.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(s) Goods and Services Tax (GST)
Revenue, 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 these 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.
(t) 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 or 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.
(u) Contract Liabilities
Contract Liabilities represent the fair value of consideration received from its customer in advance of the Group
meeting its performance obligations to deliver goods or services.
(v) 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 activity 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 transaction costs and transport costs).
For non-financial assets, the fair value measurement also considers 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 such 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.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(w) Current and non-current classification
Both assets and liabilities are classified as current if the Group expects to realise them within 12 months.
(x) 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.
(y) 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.
(z) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
(aa) Leases
The Company recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured
at cost, less any accumulated depreciation and impairment losses. The cost of right-of-use asses includes the amount
of lease liabilities recognised, initial direct costs incurred, and lease payment made on or before the commencement
date less any lease incentives received.
Right-of-assets are depreciated on a straight-line basis over the lease term.
At the commencement date of lease, the Company recognises lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments less any lease incentives
receivable.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. Such a rate is based
on what the Company estimates it would have to pay a third party to borrow the funds necessary to obtain an asset
of a similar value to the right-of-use asset, with similar terms, security and economic environment.
The lease transaction details are disclosed in note 14.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(ab) Revenue
The Company recognises revenue when it transfers control of a product or service to a customer and the cost incurred
or to be incurred in respect of the transaction can be measured reliably.
The Company’s revenue consists of sale of equipment and providing digital content and services.
• Revenue from sale of equipment is recognised at a point in time when the goods have been provided and
the amount can be reliably estimated and is considered recoverable.
• Revenue from digital content is recognised over time as the customer is provided with the service.
• Revenue from licencing is recognised at a point in time on the transfer of the licence to the user.
(ac) 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.
The Company has received cash flow boost and Job Keeper grants which have been reported under other income on
the consolidated statement of profit or loss.
(ad) Critical Accounting Estimates and Judgments
Revenue from contracts with customer
The Group applied the following judgements that significantly affect the determination of the amount and timing of
revenue from contracts with customers:
Identifying performance obligations
The Group provides software licences and equipment which are either sold separately or bundled together with the
provision of ongoing content. The Group determined that the licence and equipment are distinct performance
obligations to the provision of content as other content can be used on Swift’s software and equipment and there is
no significant service of integration or interdependency. The fact that the Group regularly sells both the licence and/or
equipment and the content on a standalone basis indicates that the customer can benefit from both products on their
own.
Revenue in relation to sale of equipment is recognised at a point in time, whilst revenue in relation to providing
services and content is recognised over time.
Allocating the transaction price
Where contracts include multiple deliverables that are separate performance obligations, judgement is required in
determining the allocation of the transaction price to each performance obligation based on the stand-alone selling
prices. Where these are not directly observable, they are estimated based on expected cost-plus margin.
Consideration of significant financing component in a contract
Certain contracts allow for deferred payment terms. The Group concluded that there is a significant financing
component for these contracts in accordance with AASB 15. In determining the financing component to be applied to
the amount of consideration, the Group has made judgements with respect to the interest rate used in this calculation
and concluded that the interest rate implicit in the contract is appropriate because this is commensurate with the rate
that would be reflected in a separate financing transaction between the entity and its customer at contract inception.
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 2022
Note 28. Statement of Significant accounting policies (continued)
Assessing the reversal constraint
Certain contracts with deferred payments terms have a risk of payment forfeiture if the contract is terminated. The
Directors have determined that it is highly improbable that these contracts would be terminated, or that the parties
to these contracts would become insolvent, and accordingly have rebutted this possibility in recognising revenue.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using
a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement,
being: Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access
at the measurement date; Level 2: Inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly; and Level 3: Unobservable inputs for the asset or liability.
Considerable judgement is required to determine what is significant to fair value and therefore which category the
asset or liability is placed in can be subjective.
Share based payment transactions
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 external valuation using a Monte
Carlo performance rights model, taking into account the terms and conditions upon which the instruments were
granted. Refer to note 19 on Share based expenses for the financial year.
Impairment of intangible assets
The consolidated entity assesses impairment intangible assets at each reporting date by evaluating conditions specific
to the consolidated entity and to the particular asset that may lead to impairment. If an impairment trigger exists, the
recoverable amount of the asset is determined. This involves fair value less costs of disposal or value-in-use
calculations, which incorporate a number of key estimates and assumptions.
Capitalised product development costs
Product development costs have been capitalised as intangible assets in accordance with the accounting policy as
detailed in note 28(o). Management has assessed that all capitalised development expenditure carried forward,
comprises all directly attributable costs, including costs of materials, services and direct labour.
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property,
plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical
innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold
will be written off or written down.
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 2022
Note 28. Statement of Significant accounting policies (continued)
(ad) New, revised or amending Accounting Standards and Interpretations not yet adopted
The Group has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (the 'AASB') that are relevant to their operations and are mandatorily effective for the
current reporting period.
The adoption of these amendments has not resulted in any changes to the Company’s accounting policies and has no
significant effect on the disclosures or the amounts reported for the current or prior periods.
The following new/amended accounting standards and interpretations have been issued but are not mandatory for
financial years ended 30 June 2022. They have not been adopted in preparing the financial statements for the year
ended 30 June 2022 and are expected to impact the entity in the period of initial application. In all cases the entity
intends to apply these standards from application date as indicated in the table below.
Standards likely to have a financial impact – All entities.
AASB
Reference
Title
Affected
and
Nature of Change
Standard(s):
Application
date:
Impact
Application
on
Initial
Amendments
There are
four main changes
to
the
Annual
AASB
2020-1
(issued
March
2020)
to
Australian
classification requirements:
Accounting
Standards
-
Classification of
Liabilities
as
Current or Non-
current
1. The requirement for an ‘unconditional’
right has been deleted from paragraph
69(d) because covenants
in banking
agreements would
rarely
result
in
unconditional rights.
2. The right to defer settlement must exist
at the end of the reporting period. If the
right to defer settlement is dependent
upon the entity complying with specified
conditions (covenants), the right to defer
only exists at reporting date
if the
Classification is based on the right to
defer settlement, and not
intention
(paragraph 73), and
3.
If a liability could be settled by an entity
transferring its own equity instruments
prior to maturity (e.g. a convertible
bond),
classification
is determined
without considering the possibility of
earlier settlement by conversion to
equity, but only if the conversion feature
is classified as equity under IAS 32.
4. The
entity
complies with
those
conditions at reporting date.
reporting
periods
As these amendments
only apply for the first
time to the 30 June 2024
beginning on or
balance sheet (and 30
after 1 January
June 2023 comparative
2023
balance sheet), the entity
is not yet able to make an
assessment of the
impacts regarding the
right to defer settlement,
compliance with bank
covenants, and intention
to settle.
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 2022
AASB
2021-2
(issued
March
2021)
Amendments
Introduces a definition of
‘accounting
Annual
There will be no impact
to
Australian
estimate’, i.e. monetary amounts in financial
reporting
on the financial
Accounting
statements that are subject to estimation
periods
statements when these
Standards
Disclosure
–
of
uncertainty, such as estimating expected
beginning on or
amendments are first
credit losses for receivables, or estimating the
after 1 January
adopted because they
Accounting
fair value of an item recognised in the
2023
Policies
and
financial statements at fair value.
Definition
of
Accounting estimates are developed using
Accounting
Estimates
measurement
techniques
and
inputs.
Measurement
comprise
estimation techniques (such as used to
techniques
determine expected credit losses or value in
use) and valuation techniques (such as the
income approach to determine fair value).
The amendments clarify that a change in an
estimate occurs when there is either a change
in a measurement technique or a change in an
input.
apply prospectively to
changes in accounting
estimates that occur on
or after the beginning of
the first annual reporting
period to which these
amendments apply, i.e.
annual periods beginning
on or after 1 July 2023.[1]
AASB
2021-5
(issued
Amendments
The amendments clarify that the ‘initial
Annual
When these amendments
to
Australian
recognition exemption’ does not apply to
reporting
are first adopted for the
Accounting
transactions where an entity recognises an
periods
year ended 30 June 2024,
June 2021)
Standards
–
asset and a liability which give rise to equal
beginning on or
they apply prospectively
Deferred
Tax
taxable
and
deductible
temporary
after 1 January
to all transactions that
differences. This could occur, for example,
2023.
occur on or after the
related
Assets
Liabilities
to
and
where lessees recognise a right-of-use asset
and lease liability for lease transactions, or
arising from a
where an entity recognises decommissioning,
Single
restoration and other similar obligations,
Transaction
which form part of a related asset.
beginning of the earliest
comparative period, i.e.
from 1 July 2022.
In addition, at the
beginning of the earliest
comparative period, i.e. 1
July 2022, deferred tax
assets (to the extent it is
probable that taxable
profits will be available
against which the
deductible temporary
differences can be
utilised) and deferred tax
liabilities will be
recognised for all
deductible and temporary
differences associated
with:
[1] AASB 2021-2 also contains an amendment that may have a disclosure impact on the financial statements. It clarifies that only
material accounting policies need to be disclosed. Refer to AASB 2021-2 below for more information.
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 2022
• Right-of-use assets
and lease liabilities,
and
• Decommissioning,
restoration and other
similar liabilities and
the corresponding
amounts recognised
as part of the cost of
the related asset.
The cumulative effect of
initially applying
these
amendments will result in
an increase in deferred tax
assets of $Amount, an
increase in deferred tax
liabilities of $Amount, and
an
increase/decrease
in
retained
earnings
of
$Amount on 1 July 2022.
Standards likely to have a disclosure impact only – All entities
AASB
Reference
Title
Affected
and
Nature of Change
Standard(s):
Application
date:
AASB
2021-2
(issued
March
2021)
Amendments to
Only ‘material’ accounting policy information must be
Annual
Australian
Accounting
Standards
Disclosure
Accounting
–
of
disclosed in the financial statements, i.e. if it relates to
reporting
material transactions, other events or conditions and:
•
The entity has changed its accounting policy during
the period
periods
beginning on
or
after
1
•
There are one or more accounting policy options in
January 2023
Policies
and
Accounting Standards
Definition
of
•
The accounting policy was developed applying the
on
Impact
Initial
Application
Disclosure
impact only.
[2]
Accounting
Estimates
hierarchy in AASB 108 because there is no specific
IFRS dealing with the transaction
Significant judgement was required in applying the
accounting policy
The accounting is complex, e.g. more than one IFRS
applies to the transaction.
•
•
[2] AASB 2021-2 also contains an amendment that may have a financial impact on the financial statements. It introduces a definition of
‘accounting estimate’ and clarifies that a change in an estimate occurs when there is either a change in a measurement technique or a
change in an input. Refer to AASB 2021-2 above for more information
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 2022
Note 29. Events subsequent to reporting date
On 17 August 2022, the Company has negotiated its existing financing facility with Pure Asset Management (“Pure”)
and agreed the following material new terms:
(i) $7.7m refinanced
(ii) Reduced borrowing by repaying over $500k
(iii) Three-year facility term
(iv) Expiry extended to 30 September 2025
(v) Issue 60m warrants to Pure which are exercisable at $0.03 with expiry date 30 September 2025
(vi) The Company’s option to early repayment of $1.03m before 30 June 2023 without incurring early repayment
fees
(vii) The facility is subject to quarterly EBITDA and minimum cash requirement covenants
(viii) Interest rate remains unchanged at 9.5% pa
There are no other matters or circumstances that have arisen since 30 June 2022 that have or may significantly affect
the operations, results, or state of affairs of the Group in future financial periods.
63
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 19 to 65 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 28 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 2022 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 29 to the financial statements.
This declaration is made in accordance with a resolution of the Board of Directors.
Chairman
Charles Fear
Dated this 31st day of August 2022
64
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
Level 9, Mia Yellagonga Tower 2
5 Spring Street
Perth WA 6000
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 2022, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial 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 2022 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 (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 28 in the financial report which describes the events and/or conditions
which give rise to the existence of a material uncertainty that may cast significant doubt about the
group’s ability to continue as a going concern and therefore the group may be unable to realise its
assets and discharge its liabilities in the normal course of business. Our opinion is not modified in
respect of this matter.
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
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. In addition to the matter described in the Material uncertainty
related to going concern section, we have determined the matters described below to be the key audit
matters to be communicated in our report.
Revenue recognition
Key audit matter
How the matter was addressed in our audit
Revenue recognition was determined to be a key audit
Our procedures included, but were not limited to the
matter as this area involves judgements and estimates
following:
made by management including whether contracts may
contain multiple performance obligations which should
be accounted for separately and determining the most
appropriate methods of recognition of revenue for the
identified performance obligations.
This comprises allocation of consideration to the
individual performance obligations based on standalone
pricing and whether the performance obligation is
satisfied at a point in time or overtime.
Refer to Note 2 and Note 28 in the financial report for
disclosures relating to the Group’s revenue accounting
policy and judgements applied in revenue recognition.
(cid:127)
(cid:127)
Understanding and documenting the
processes and controls used by the group in
recording revenue;
Selecting a sample of contracts, considering
the terms and conditions, performance
obligations of these arrangements, its stand-
alone pricing and assessing the accounting
treatment under AASB 15 Revenue from
Contracts with Customers;
(cid:127)
Checking a sample of revenue transactions to
evaluate whether they were appropriately
recorded as revenue ensuring the amounts
recorded agrees to supporting evidence;
(cid:127)
Testing a sample of outstanding customer
contracts at year end and agreed to
supporting records to ensure that contract
assets and contract liabilities have been
recognised in accordance with the
accounting standard and the group’s
accounting policy;
(cid:127)
Performing analytical procedures to
understand movements and trends in
revenue from comparison against
expectations;
(cid:127)
(cid:127)
Performing cut-off procedures to ensure that
all revenue was captured in the appropriate
financial year; and
Assessing the adequacy of the related
disclosures in the financial report.
Other information
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 2022, 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 at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.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 7 to 15 of the directors’ report for the
year ended 30 June 2022.
In our opinion, the Remuneration Report of Swift Networks Group Limited, for the year ended 30 June
2022, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Dean Just
Director
Perth, 31 August 2022
A.
Substantial Shareholders
SHAREHOLDER INFORMATION
The following have a relevant interest (>5%) in the capital of Swift Networks Group Limited as at 26th
August 2022.
Substantial ordinary shareholders
No. of ordinary shares
held
Percentage held of
Issued Ordinary Capital
Mr Robert Sofoulis and related entities
97,374,768
16.78%
Pure Asset Management Pty Ltd ATF The
Income and Growth Fund
48,561,741
Cyan Investment Management
38,848,798
8.37%
6.70%
B.
Distribution of Equity Securities
Analysis of numbers of equity security holders by size of holding as at 26th August 2022.
Category
(Size of
Holdings)
1
1,001
5,001
10,001
100,001
Total
Ordinary
Share
Number
of Holders
Ordinary
Share –
Unlisted
Options
Unlisted
Warrants
Unlisted
Performance
Rights
Unlisted
Ordinary
Share
Rights
Conversion
-
-
-
-
-
1,000
5,000
10,000
100,000
and
over
78
202
91
397
345
1,113
-
-
-
-
3
3
-
-
-
-
8
8
-
-
-
2
14
16
-
-
-
-
1
1
69
SHAREHOLDER INFORMATION (CONTINUED)
C.
Equity Security Holders
Twenty largest quoted equity security holders (26th August 2022).
Top 20 shareholder table
Ordinary Shares
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
16
18
19
20
SOFOULIS HOLDINGS PTY LTD
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
SANDHURST TRUSTEES LTD
MEDICAL MEDIA INVESTMENTS PTY LTD
SUETONE PTY LTD
LAXIA CAPITAL PTY LTD
ELTON PROPERTY PTY LTD
SWEET AS DEVELOPMENTS PTY LTD
MR BRIAN FRANCIS MANGANO
10 BOLIVIANOS PTY LTD
BOTSIS SUPER PTY LTD
ARELEY KINGS PTY LTD
CINTELL PTY LTD
MR RUSSELL NEIL CREAGH
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR TONY LE FEVRE
MR STEPHEN JAMES PRICE
SHADSUPER PTY LTD
TRI-NATION HOLDINGS PTY LTD
KRISAMI INVESTMENTS PTY LTD
Total
Balance of register
Grand total
Number Held
92,142,246
48,561,741
38,848,798
27,616,833
11,074,526
10,003,000
9,328,368
7,898,479
7,720,082
7,328,116
7,180,178
7,000,000
6,759,060
6,707,366
6,460,408
6,000,000
6,000,000
5,800,000
5,565,785
5,288,850
323,283,836
256,864,064
580,147,900
Percentage of
issued shares
15.88
8.37
6.70
4.76
1.91
1.72
1.61
1.36
1.33
1.26
1.24
1.21
1.17
1.16
1.11
1.03
1.03
1.00
0.96
0.91
55.72
44.28
100.00
70
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 $0.30 on or before 31 December
2022
Options exercisable at $0.45 on or before 31 December
2022
Options exercisable at $0.60 on or before 31 December
2022
Options exercisable at $0.05 on or before 30 April 2025
Ordinary share rights (conversion to 1 ordinary share for
1 right) exercisable after 20 June 2021
Ordinary share rights (conversion to 1 ordinary share for
1 right) exercisable after 1 October 2021.
2018 Short Term Incentive conversion to 1 ordinary
share for 1 right exercisable on or before 1 October
2021.
Warrants exercisable at $0.00165 on or before 4
December 2023.
Warrants exercisable at $0.08 on or before 22 January
2024
Options exercisable at $0.05 on or before 7 September
2025
Employee Share Rights (conversion to 1 ordinary share
for 1 right) exercisable to June 2024
Performance Shares Class C – Medical Channel
Performance by Feb 2023
Performance Shares Class D – Medical Channel
Performance by Feb 2023
Performance Shares Class E – Medical Channel
Performance by Feb 2023
Performance Shares Class F – Medical Channel
Performance by Feb 2023
Performance Shares Class G – Medical Channel
Performance by Feb 2023
Performance Shares Class H – Medical Channel
Performance by Feb 2023
Number of
Options
Number of
Holders
Holders with more
than 20%
500,000
250,000
250,000
2,000,000
750,000
600,000
458,747
26,666,666
24,000,000
2,000,000
1
1
1
1
1
1
4
8
8
1
7,143,394
13
18,272,425
16,611,296
8,305,648
8,305,648
8,305,648
8,305,468
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
1
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.
H.
Securities subject to escrow
There are no securities currently subject to escrow
I.
Statement in relation to Listing Rule 4.10.19
The Directors of Swift Networks Group Limited confirm in accordance with ASX Listing Rule 4.10.19 that
during the period from reinstatement to official quotation to 30 June 2022, the Company has used its cash,
and assets that are readily convertible to cash, in a way consistent with its business objectives.
71
CORPORATE GOVERNANCE STATEMENT
The Company’s Security Trading Policy is available on the Company’s website at
https://www.swiftnetworks.com.au/corporate-governance/
72