SITEMINDER LIMITED - Annual Report 2021

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SiteMinder Limited and its controlled entities ABN 59 121 931 744

Annual report for the financial year ended - 30 June 2021

SiteMinder Limited and its controlled entities
Contents
30 June 2021
Directors' report	2
Auditor's independence declaration	7
Consolidated statement of profit or loss and other comprehensive income	8
Consolidated statement of financial position	9
Consolidated statement of changes in equity	11
Consolidated statement of cash flows	12
Notes to the consolidated financial statements	13
Directors' declaration	61
Independent auditor's report to the members of SiteMinder Limited	62

SiteMinder Limited and its controlled entities Directors' report 30 June 2021

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The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'Group') consisting of SiteMinder Limited (referred to hereafter as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2021.

Directors

The following persons were directors of SiteMinder Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Michael Ford - Chairman Sankar Narayan - Chief Executive Officer Leslie Szekely Paul Wilson David Yuan John Burke

Principal activities

As the world’s largest open hotel commerce platform, SiteMinder provides its tens of thousands of hotel customers the ability to find success by selling, marketing, managing and growing their business. The Group's platform encompasses solutions in the spaces of direct and third-party distribution, website design and creation, analytics and market insights, property management, and payments, for hotels of all types and sizes to manage every stage of their customers' journeys. The breadth and relevance of SiteMinder's platform, along with its vast ecosystem of 1300 partners, has seen the Group remain resilient through the travel disruption of the financial year, as hotels have looked to SiteMinder to find new ways to be successful more than ever before.

No significant change in the nature of these activities occurred during the financial year.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Review of operations

The loss for the Group after providing for income tax amounted to $121,770,000 (30 June 2020: $4,899,000).

The Group has recognised a loss of $96,313,000 (30 June 2020: profit of $16,068,000) for the fair value movement of embedded derivative. The loss for the Group after providing income tax and excluding fair value movement is $25,457,000 (30 June 2020: $20,967,000)

Significant changes in the state of affairs

On 16 June 2021, Globekey Systems Pty Ltd, a subsidiary, was deregistered.

There were no other significant changes in the state of affairs of the Group during the financial year.

Matters subsequent to the end of the financial year

Capital injection

In September 2021, the Company raised $20,000,000 capital for ongoing operational requirements in exchange for 119,204 new A class shares in the Company.

Secondary sale of shares

In September 2021, 293,908 convertible preference shares and 440,638 ordinary shares were converted into 734,546 A class shares in the Company.

Initial Public Offering ('IPO')

The Company is advanced in its plans to raise capital to support its growth objective by conducting an IPO on the ASX. The IPO is scheduled to take place by 30 June 2022.

COVID-19

The impact of the COVID-19 pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The Group is confident that it is taking the correct actions and continues to monitor the overall impact of COVID-19, which cannot be fully estimated at this time.

SiteMinder Limited and its controlled entities Directors' report 30 June 2021

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The extent of the future impact of COVID-19 on the Group’s operational and financial performance will depend on developments including the duration and spread of the outbreak, regulations imposed by governments with respect to further outbreaks, quarantine, travel restrictions, economic stimulus that may be provided and the impact on clients that is uncertain and cannot be predicted at this time.

By the end of the year, SiteMinder has experienced improving revenues and has made good progress positioning the Group for an expected recovery in travel around the world.

No other matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

Likely developments and expected results of operations

The Group will continue to pursue its policy of increasing the revenue and market share during the next financial year. The Group expects to continue to focus its product development and distribution efforts on the core area of distribution and guest acquisition platform. The Group also expected to continue to invest in its scalable internal sales and marketing to support its growth into both existing and new territories.

Environmental regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Environmental regulation The Group is not subject to any	significant environmental regulation under Australian Commonwealth or State law.
Information on directors
Name:	Michael Ford
Title:	Chairman
Qualifications:	Michael has a Bachelor’s Degree in Commerce (Hons), Business Management and
	Information Systems from Rhodes University and an MBA from the University of
	Southern Queensland.
Experience and expertise:	Even as organisations speak of innovation as a tired catch phrase, few can boast
	leadership in speed-to-market quite like Mike Ford. Mike’s conception of SiteMinder in
	2006 followed his founding of Australian Leisure Operators only one year prior. Since
	then, he has led SiteMinder to be ranked among the top 20 greatest pioneering
	technology companies to come out of Australia and New Zealand, by H2 Ventures
	and Investec. In 2016, Mike was recognised as a winner of the 2016 EY Entrepreneur
	of the Year™ Eastern Region Awards.
	Today, Mike remains active in the SiteMinder business as managing director, helping
	to drive the Group’s innovation agenda.
Name:	Sankar Narayan
Title:	Chief Executive Officer
Qualifications:	Sankar holds a Masters in Business Administration with Honours from the Booth
	School of Business at the University of Chicago and a Masters in Electrical
	Engineering from the State University of New York. He is a Certified Practising
	Accountant, Fellow of CPA (Australia).
Experience and expertise:	For more than 20 years, Sankar Narayan has delivered change management,
	operational rigour and business growth across the travel, technology, media and
	telecommunications sectors, with particular expertise in company transformations and
	business strategy to achieve strong shareholder outcomes. He has been a regular
	contributor to Forbes.com on the crucial topics of strategy, disruption and managing
	high growth businesses. Following several senior management roles at Virgin
	Australia, Fairfax Media and Foxtel, and having also worked at Vodafone Australia,
	Boston Consulting Group and Schlumberger prior, in 2015 Sankar joined Xero where
	he went on to serve in the dual capacity of Chief Operating and Financial Officer.

Today, Sankar leads SiteMinder’s internationalised software and multilingual teams across 20 locations globally, and which see more than 80% of revenue sourced from outside the Group’s home market of Australasia.

SiteMinder Limited and its controlled entities Directors' report 30 June 2021

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Directors' report 30 June 2021
Name:	Leslie Szekely
Title:	Non-Executive Director
Qualifications:	B.A. LL.M. FAICD
Experience and expertise:	Leslie, is an active business angel, mentor, and M&A consultant. He started GPC in
	2010 after a career of almost 30 years as a tax consulting partner and director with
	Horwaths Chartered Accountants and then Deloitte. He is the author of over a dozen
	books on taxation law, has been an active angel investor since 1999 and is currently
	a director of several early stage and maturing companies.
Name:	Paul Wilson
Title:	Non-Executive Director
Qualifications:	Paul has a B. Bus, Banking and Finance from QUT and is a Fellow of the Financial
	Services Institute of Australia, a Member of Chartered Accountants Australia & New
	Zealand and a Member of the Australian Institute of Company Directors.
Experience and expertise:	Paul has had extensive private equity investment experience as a Director of CHAMP
	Private Equity in Sydney and New York, with MetLife in London, and as Executive
	Director at media focused investment group, Illyria Pty Ltd. Paul is co-founder and
	Managing Partner of Bailador Technology Investments (ASX:BTI), Director of Straker
	Translations (ASX:STG), Vita Group (ASX:VTG), Stackla, and the Rajasthan Royals
	IPL cricket franchise.
Name:	David Yuan
Title:	Non-Executive Director
Qualifications:	David received an B.A. in Economics from Harvard University and an MBA from
	Stanford Graduate School of Business.
Experience and expertise:	David has invested in four companies that have gone public, eight that have been
	acquired, and has been recognized by Forbes on its Midas List of the top 100
	technology investors. He currently is a board director or board observer at Avetta,
	CCC Information Services, Klook, LegalZoom, Toast, and Wealthsimple. Other
	current investments include Act-On, ByteDance, HashiCorp, Modsy, Nubank, Rover,
	and The Pracuj Group.
Name:	John Burke
Title:	Non-Executive Director
Qualifications:	John received a Bachelor of Science and Commerce, Accounting from Santa Clara
	University Leavey School of Business
Experience and expertise:	John is the founder and CEO at Merit Holdings. Merit is a holding company that
	acquires, manages and grows niche vertical software businesses over multiple
	decades. John previously was a Principal at TCV and also spent five years at
	SiteMinder, holding various roles and most recently served as the Group’s CFO.
Company secretary
Name:	Aaron McKenzie
Title:	Company Secretary and Senior Legal Counsel
Qualifications:	Aaron received a Juris Doctor (Master of Laws) from the University of Technology
	Sydney (UTS) and a B.A in Media and Communications from Southern Cross
	University.
Experience and expertise:	Aaron joined SiteMinder in 2018 as Corporate Counsel having spent a number of
	years in private practice advising start-up’s, SMEs and listed companies on mergers
	and acquisitions, capital raisings and a broad range of corporate and commercial
	matters (including Corporations Act and ASX Listing Rules compliance).

The previous Company Secretary was Mark Simpson who resigned as of 1 February 2021.

SiteMinder Limited and its controlled entities Directors' report 30 June 2021

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Meetings of directors

The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the year ended 30 June 2021, and the number of meetings attended by each director were:

	Full Board	Full Board		Remuneration	Committee	Audit and Risk	Committee
	Attended	Held		Attended	Held	Attended	Held
Michael Ford - Chairman		4	4	-	-	-	-
Sankar Narayan		4	4	-	-	-	-
Leslie Szekely		4	4	-	-	2	2
Paul Wilson		4	4	1	1	2	2
David Yuan		4	4	1	1	-	-
John Burke		4	4	-	-	2	2

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

Shares under option

Unissued ordinary shares of SiteMinder Limited under option at the date of this report are as follows:

Shares under option Unissued ordinary shares of SiteMinder Limited under option at the date of this report are as follows:
Exercise Grant date price 11 October 2016 $39.37 1 September 2018 $64.30 18 December 2018 $64.30 25 January 2019 $64.30 3 June 2019 $64.30 28 June 2019 $13.73 31 August 2019 $64.30 1 July 2020 $138.00	Number under option 8,058 3,000 3,500 2,500 25,000 4,371 14,218 47,000
	107,647

No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any other body corporate.

Shares issued on the exercise of options

There were no ordinary shares of SiteMinder Limited issued on the exercise of options during the year ended 30 June 2021 and up to the date of this report.

Indemnity and insurance of officers

The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

Indemnity and insurance of auditor

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Proceedings on behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to 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 part of those proceedings.

SiteMinder Limited and its controlled entities Directors' report 30 June 2021

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Rounding of amounts

The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Sankar Narayan Director

5 October 2021

Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

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Phone: +61 2 9322 7000 www.deloitte.com.au

The Board of Directors SiteMinder Limited Bond Store 3 30 Windmill St Sydney, NSW, 2000 Australia

5 October 2021

Dear Board Members,

Auditor’s Independence Declaration to SiteMinder Limited and its controlled entities

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of SiteMinder Limited and its controlled entities.

As lead audit partner for the audit of the financial statements of SiteMinder Limited and its controlled entities for the year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.

Yours faithfully,

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DELOITTE TOUCHE TOHMATSU

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Joshua Tanchel Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

SiteMinder Limited and its controlled entities Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2021

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Note Revenue 6 Cost of sales Gross profit Expenses Sales and marketing expenditure Research and development expenditure General and administration expenditure Share-based payments expenses Total operating expenses 7 Loss before tax, depreciation, amortisation, impairment, other income and other expenses Interest revenue calculated using the effective interest method Finance costs 7 Fair value movement on derivatives 7 Depreciation, amortisation and impairment expense 7 Business development grant 8 Other income 9 Other expenses 7 Loss before income tax expense 7 Income tax expense 10 Loss after income tax expense for the year Other comprehensive income/(loss) Items that may be reclassified subsequently to profit or loss Gain on the revaluation of financial assets at fair value through other comprehensive income, net of tax Foreign currency translation Other comprehensive income/(loss) for the year, net of tax Total comprehensive loss for the year Basic earnings per share 33 Diluted earnings per share 33 Refer to note 4 for detailed information on restatement of comparatives.	Consolidated Restated 30 June 2021 30 June 2020 $'000 $'000 100,761 112,196 (26,472) (29,150) 74,289 83,046 (35,884) (44,079) (17,073) (18,871) (18,276) (23,354) (8,966) (8,236) (80,199) (94,540) (5,910) (11,494) 151 160 (997) (408) (96,313) 16,068 (14,142) (11,283) - 1,087 107 2,442 (4,388) (446) (121,492) (3,874) (278) (1,025) (121,770) (4,899) 205 - 1,675 (2,686) 1,880 (2,686) (119,890) (7,585) $ $ (36.88) (1.60) (36.88) (1.60)
	74,289
	(35,884) (17,073) (18,276) (8,966)
	(80,199)
	(5,910) 151 (997) (96,313) (14,142) - 107 (4,388)
	(121,492) (278)
	(121,770) 205 1,675
	1,880
	(119,890)
	$ (36.88) (36.88)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities Consolidated statement of financial position As at 30 June 2021

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30 June 2021 $'000 30,970 3,037 1,308 - 1,501	Consolidated Restated 30 June 2020 $'000 46,005 4,212 765 65 1,157	Restated 1 July 2019 $'000 15,998 3,541 1,329 - 1,670
36,816	52,204	22,538
2,434 1,159 1,484 12,257 30,031 3	2,229 2,048 1,703 14,859 24,340 3	2,229 1,538 1,930 3,295 15,580 73
47,368	45,182	24,645
84,184	97,386	47,183
16,880 4,020 65,941 339,944 1,653 25 6,678	14,477 5,069 65,941 243,631 1,513 - 4,331	11,190 5,214 68,566 280,252 2,749 - 3,329
435,141	334,962	371,300
12,629 45 11,319 146	15,265 43 5,517 138	1,317 44 275 -
24,139	20,963	1,636
459,280	355,925	372,936
(375,096)	(258,539)	(325,753)

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities Consolidated statement of financial position As at 30 June 2021

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SiteMinder Limited and its controlled entities Consolidated statement of financial position As at 30 June 2021
Note Equity Issued capital 26 Total issued capital Reserves 27 Total reserves Accumulated losses Accumulated losses - Preference shares Accumulated losses - Operating results Total accumulated losses Total deficiency in equity*	30 June 2021 $'000 53,544	Consolidated Restated 30 June 2020 $'000 53,515	Restated 1 July 2019 $'000 2,220
	53,544	53,515	2,220
	24,162	18,978	(1,840)
	24,162	18,978	(1,840)
	(360,497) (92,305) (452,802)	(264,184) (66,848) (331,032)	(280,252) (45,881) (326,133)
	(375,096)	(258,539)	(325,753)

*Fair value through profit or loss embedded derivative movement of preference shares.

Refer to note 4 for detailed information on restatement of comparatives.

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities Consolidated statement of changes in equity For the year ended 30 June 2021

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Issued capital (note 26) $'000 70,786 (68,566) - -	Reserves (note 27) $'000 (2,339) - 499 -	Accumulated losses $'000 (43,113) (280,252) (499) (2,269)	Total deficiency in equity $'000 25,334 (348,818) - (2,269)
2,220 - -	(1,840) - (2,686)	(326,133) (4,899) -	(325,753) (4,899) (2,686)
- - 85 51,210	(2,686) 2,951 - 20,553	(4,899) - - -	(7,585) 2,951 85 71,763
53,515	18,978	(331,032)	(258,539)

Refer to note 4 for detailed information on restatement of comparatives.

Consolidated Balance at 1 July 2020 - restated Loss after income tax expense for the year Other comprehensive income for the year, net of tax Total comprehensive income/(loss) for the year Transactions with owners in their capacity as owners: Share-based payments Settlement of loans Balance at 30 June 2021	Issued capital (note 26) $'000 53,515 - -	Reserves (note 27) $'000 18,978 - 1,880	Accumulated losses $'000 (331,032) (121,770) -	Total deficiency in equity $'000 (258,539) (121,770) 1,880
	- - 29	1,880 3,304 -	(121,770) - -	(119,890) 3,304 29
	53,544	24,162	(452,802)	(375,096)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities Consolidated statement of cash flows For the year ended 30 June 2021

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Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Government grants received Interest paid Income taxes paid Net cash provided by operating activities 38 Cash flows from investing activities Interest received Payments for property, plant and equipment 15 Payments for intangibles 17 Payments for security deposits Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs Proceeds from settlement of loan Proceeds from borrowings Repayment of borrowings Repayment of lease liabilities 24 Net cash (used in)/provided by financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year	Consolidated Restated 30 June 2021 30 June 2020 $'000 $'000 102,965 109,798 (103,877) (110,106) 4,618 2,406 (987) (408) (186) (230) 2,533 1,460 151 160 (932) (1,064) (16,315) (15,231) 1,098 (484) 143 - (15,855) (16,619) - 50,000 - (1,415) 29 85 - 19,990 - (19,570) (2,297) (2,716) (2,268) 46,374 (15,590) 31,215 46,005 15,998 555 (1,208) 30,970 46,005
	2,533
	151 (932) (16,315) 1,098 143
	(15,855)
	- - 29 - - (2,297)
	(2,268)
	(15,590) 46,005 555
	30,970

Refer to note 4 for detailed information on restatement of comparatives.

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 1. General information

The financial statements cover SiteMinder Limited as a Group consisting of SiteMinder Limited (referred to as the 'Company' or 'parent entity') and the entities it controlled at the end of, or during, the year (referred to as the 'Group').

SiteMinder Limited is an unlisted public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Bond Store 3 30 Windmill Street Millers Point Sydney NSW 2000 Australia

No significant change in the nature of these activities occurred during the financial year.

The financial statements were authorised for issue, in accordance with a resolution of directors, on 5 October 2021. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New or amended Accounting Standards and Interpretations adopted

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Initial adoption of AASB 1 'First-time Adoption of Australian Accounting Standards'

The Group previously prepared special purpose financial statements for internal management purposes and to comply with the Corporations Act 2001, that adopted full recognition and measurements of Australian Accounting Standards but selected disclosures. These financial statements are the first general purpose financial statements prepared under Australian Accounting Standards. The Group has taken the exemptions available to it in accordance with AASB 1 'Firsttime Adoption of Australian Accounting Standards' where possible.

There were no reconciling differences either (i) at the date of transition (1 July 2020); and (ii) the end of the previous comparative period (30 June 2020).

The adoption of this standard has mainly resulted in increased disclosures.

Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board ('IASB').

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for financial assets at fair value through other comprehensive income and derivatives measured at fair value through profit or loss.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 36.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of SiteMinder Limited as at 30 June 2021 and the results of all subsidiaries for the year then ended.

Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable to the parent.

Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and noncontrolling interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in profit or loss.

Operating segments

Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation of resources to operating segments and assessing their performance.

Foreign currency translation

The financial statements are presented in Australian dollars, which is SiteMinder Limited's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into the entity's functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in other comprehensive income through the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Revenue is recognised at an amount that reflects the consideration to which the Group is expected to be entitled in exchange for transferring goods or services to a customer. For each contract with a customer, the Group: identifies the contract with a customer; identifies the performance obligations in the contract; determines the transaction price which takes into account estimates of variable consideration and the time value of money; allocates the transaction price to the separate performance obligations on the basis of the relative stand-alone selling price of each distinct good or service to be delivered; and recognises revenue when or as each performance obligation is satisfied in a manner that depicts the transfer to the customer of the goods or services promised.

Variable consideration within the transaction price, if any, reflects concessions provided to the customer such as discounts, rebates and refunds, any potential bonuses receivable from the customer and any other contingent events. Such estimates are determined using either the 'expected value' or 'most likely amount' method. The measurement of variable consideration is subject to a constraining principle whereby revenue will only be recognised to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur. The measurement constraint continues until the uncertainty associated with the variable consideration is subsequently resolved. Amounts received that are subject to the constraining principle are recognised as a refund liability.

The Group’s principal revenue-generating activities involve the provision of online guest acquisition platform and commerce solutions to accommodation providers across the world.

From these activities, the Group generates the following streams of revenue:

1. Recurring subscription revenue

Recurring subscription revenue comprises the monthly subscription fees from subscribers to SiteMinder’s online software products and associated set up fee.
Product setup is not considered as a distinct performance obligation because a product that is setup but for which no subscription has been taken up does not provide the customer with the ability to receive and consume the benefits of the product. The two are operationally interdependent, and is therefore accounted for as a single performance obligation and recognised over time.
Monthly subscription fee is recognised over time, being the subscription period, as the customer simultaneously receives and consumes the benefits of accessing the product.

2. Recurring transaction revenue

Recurring transaction revenue comprises the monthly usage fees from customers to SiteMinder’s commerce solutions, including a merchant solution (SiteMinder Pay), meta-search solution (Demand Plus), and global distribution system solution (GDS).
SiteMinder Pay is a payment processing service and charges hotel a fixed percentage of the booked value. Revenue is recognised when services are performed at the time of transaction and a refund liability is recognised for the expected cancellations.
Demand Plus advertises customers’ hotels on partner meta-search engines and charges customers a fixed percentage of the total booked value. Revenue is recognised at the time of guest check out when the customer receives the benefit from the completed bookings.
GDS allows customers to list their hotels on global distribution systems and charges hotels per completed booking. Revenue is recognised at the time of guest check out when the customer receives the benefit from the completed bookings.

Contract assets

Recurring transaction revenue is invoiced monthly in arrears. Unbilled revenue is recognised as contract assets in the statement of financial position. Contract assets are released to trade receivables in the following month. Contract assets are treated as financial assets for impairment purposes.

Contract liabilities

Contract liabilities represent the Group's obligation to transfer goods or services to a customer and are recognised when a customer pays consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier) before the Group has transferred the goods or services to the customer.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Refund liabilities

Refund liabilities are recognised where the Group receives consideration from a customer and expects to refund some, or all, of that consideration to the customer. A refund liability is measured at the amount of consideration received or receivable for which the Group does not expect to be entitled and is updated at the end of each reporting period for changes in circumstances. Historical data is used across product lines to estimate such returns at the time of sale based on an expected value methodology.

Interest

Interest revenue is recognised as interest accrues using the effective interest method.

Other income

Other income is recognised when it is received or when the right to receive payment is established.

Cost of sales

Cost of sales for subscription revenues includes global customer support, account management, customer success, strategic account director and application operations team salaries, secure hosting costs from Amazon Web Services and overhead allocations such as general and administration costs and occupancy costs which are allocated based on the subscription fee team headcount in various local offices.

Cost of sales for transaction services include merchant fees paid on transaction volume and third party platform fees, salaries for the dedicated GDS support team and the SiteMinder Pay team and overhead allocations such as general and administration costs and occupancy costs which are allocated based on the transaction product team headcount in various local offices.

Government grants

Grants from the government are recognised at their fair value when there is reasonable assurance that the grant will be received and that the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

Government grants received in response to the Coronavirus (‘COVID-19’) pandemic included:

(i) JobKeeper support payments in Australia - the Group has received JobKeeper support payments from the Australian Government which are passed on to eligible employees.
(ii) Temporary Wage Subsidy Scheme in Ireland - the Group has received grants under the Scheme in Ireland.
(iii) Coronavirus Job Retention Scheme in England - the Group has received Job Retention Scheme payments from the UK government.

These COVID-19 related grants are recognised after establishing the Group’s entitlement to the grant and when the relevant qualifying expense is incurred. These grants are applied directly against the employee benefits expense in respect of which they were provided.

Non-COVID-19 related government grant includes:

(i) Business development grant in Ireland - the Group has received funding from the Industrial Development Agency (Ireland) in return for establishing and carrying on and undertaking in Ireland.

This non-COVID-19 related grants is recognised following the successful audit for qualification for the grant and after a formal submission is made. This grant is recorded as income in the statement of profit or loss and other comprehensive income.

Software-as-a-Service (SaaS) arrangements

SaaS arrangements are service contracts providing the Group, as the customer, with the right to access the cloud provider’s application software over the contract period. As such the Group does not receive a software intangible asset at the contract commencement date. A right to receive future access to the supplier’s software does not, at the contract commencement date, give the customer the power to obtain the future economic benefits flowing from the software itself and to restrict others’ access to those benefits.

Fees for the use of application software, including customisation costs are recognised as expenses over term of the service contract.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Configuration costs, data conversion and migration costs, testing costs and training costs are recognised as an expense as the service is received.

Income tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where applicable.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

when the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
when the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entities which intend to settle simultaneously.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

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 days.

The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days overdue.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Derivative financial instruments

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.

Derivatives are classified as current or non-current depending on the expected period of realisation.

Investments and other financial assets

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 Group 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, its carrying value is written off.

Financial assets at amortised cost

A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income include equity investments which the Group intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.

Impairment of financial assets

The Group 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 Group'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 profit or loss with a corresponding entry to other comprehensive income. In all other cases, including equity investments measured at fair value through other comprehensive income, the loss allowance is recognised through profit or loss and reduces the asset’s carrying value.

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:

Leasehold improvements Furniture and fittings Office equipment

one to six years one to seven years one to four years

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.

Right-of-use assets

A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. The Group has depreciated the right-of-use assets over lease terms of three years. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.

Intangible assets

Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or period.

Goodwill

Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed.

Software

Significant costs associated with software the Group controls are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of one to three years.

Research and development

Expenditure during the research phase of a project is recognised as an expense when incurred. Development costs are capitalised when it is probable that the project will be a success considering its commercial and technical feasibility, the Group is able to use or sell the asset, the Group has sufficient resources and intent to complete the development and its costs can be measured reliably. Capitalised development costs are amortised, commencing from the time the asset's development reaches the condition necessary for it to be capable of operation in the manner intended by management.

Capitalised development costs have a finite life of four to five years and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Impairment of non-financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-generating unit.

Trade and other payables

Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

Lease liabilities

A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.

Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.

Finance costs

Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which they are incurred.

Provisions

Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.

Employee benefits

Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Other long-term employee benefits

The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are measured at the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on high-quality corporate bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Defined contribution superannuation expense

Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the share price.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the 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, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other vesting conditions.

The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.

The cost of cash-settled transactions are recognised as an expense with a corresponding increase in liability over the vesting period. All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation benefit as at the date of modification.

If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.

If equity-settled awards are cancelled, they are treated as if they had vested on the date of cancellation, and any remaining expense is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a modification.

Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques used to measure fair value are those that are appropriate in the circumstances and which maximise the use of relevant observable inputs and minimise the use of unobservable inputs.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where applicable, with external sources of data.

Preference shares

Preference shares are classified as a host debt financial liability at fair value when redemption is contingent on a future event of a trade sale being outside the control of the Group. The preference share conversion feature into ordinary shares is treated as an embedded financial liability derivative due to its down round anti-dilutive clauses, and separated from the host contract at fair value through profit or loss.

Issued capital

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.

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

On the acquisition of a business, the Group assesses the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting policies and other pertinent conditions in existence at the acquisition date.

Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 2. Significant accounting policies (continued)

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of SiteMinder Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Rounding of amounts

New Accounting Standards and Interpretations not yet mandatory or early adopted

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30 June 2021. The Group's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out below.

Conceptual Framework for Financial Reporting (Conceptual Framework)

The revised Conceptual Framework is applicable to annual reporting periods beginning on or after 1 July 2021 and early adoption is permitted. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards. Where the Group has relied on the existing framework in determining its accounting policies for transactions, events or conditions that are not otherwise dealt with under the Australian Accounting Standards, the Group may need to review such policies under the revised framework. At this time, the application of the Conceptual Framework is not expected to have a material impact on the Group's financial statements.

Other amending Accounting Standards

Other amending Accounting Standards issued but not mandatory are not considered to have a significant impact on the financial statements of the Group as they provide either clarification of existing accounting treatment or editorial amendments.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

Best estimate judgements on present obligations

The amount recognised as a provision shall be the best estimate of the expenditure required to settle the present obligation at the end of the reporting period. Management take into account the probability weighting of the most likely outcome when recognising provisions which involves key judgements.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the Group based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the Group operates.

Share-based payment transactions

The Group measures the cash-settled and 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 using either the Binomial or BlackScholes model 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 assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Useful life of capitalised development costs

The Group regularly considers the useful life of development costs, which is currently estimated to be between four to five years. In determining the appropriate useful life for these assets a range of factors is taken into account including the specific nature of the asset created, risk of technical obsolescence, business performance and market conditions. To the extent that there is a change to the useful life of these assets (not related to impairment) the amortisation charge is changed prospectively.

Impairment of non-financial assets (other than goodwill and other indefinite life intangible assets)

The Group assesses impairment of non-financial assets (other than goodwill and other indefinite life intangible assets) at each reporting date by evaluating conditions specific to the Group 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 assessing the value of the asset at fair value less costs of disposal and using value-in-use models.

Income tax

The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made.

Management's judgement is applied in determining deferred tax assets recognised for tax losses and temporary differences based on the probability of generating taxable income in the short term. Deferred tax assets for tax losses or temporary differences in excess of deferred tax liabilities have largely not been recorded.

Preference shares

The convertible preference shares in note 20 are recognised as a financial liability. The directors have exercised their judgement in determining that the convertible preference shares be classified as hybrid instruments on the basis that the instruments do not meet the 'fixed for fixed' test in that there is a potential variation that serves to underwrite and protect the value of the conversion option in the event of a decrease in value of the shares. The fair value of the embedded derivative liability requires significant judgement.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives

Restatement of preference shares

The historic accounting practice of the Group was to treat convertible preference shares as equity. In the current year management have reassessed the historic treatment of convertible preference shares and concluded that they are a financial liability with a host debt instrument and an embedded derivative that is measured at fair value through profit or loss ('FVTPL'). To comply with the requirements of AASB 132 ‘Financial Instruments: Presentation’, management have restated the classification of convertible preference shares and the embedded derivative FVTPL movements and the following restatement of comparative information has occurred:

an increase to accumulated losses at 1 July 2018 of $134,081,000 representing the FVTPL embedded derivative loss movement from the convertible preference share prices from the dates of issue to 1 July 2018 and the reclassification of convertible preference share from equity to a financial liability host debt financial liability instrument;
FVTPL embedded derivative loss movement of $146,171,000 between the convertible preference share value at 1 July 2018 to 30 June 2019 with a corresponding increase to the embedded derivative liability;
FVTPL embedded derivative gain movement of $16,068,000 between the convertible preference share value at 1 July 2019 to 30 June 2020 with a corresponding decrease to the embedded derivative liability; and
a transfer of the preference share liability of $2,625,000 to share capital and embedded derivative liability of $20,553,000 to reserves on the conversion of preference shares to A Class shares.

Restatement of share-based payments

As part of the embedded derivative FVTPL valuation, management has reassessed the volatility used in certain historic share-based payment grants and recorded the following adjustment:

additional share-based payment expense of $499,000 increasing accumulated losses and increasing share-based payment reserves at 1 July 2019; and
increase in the share-based payment expense of $231,000, decrease to share-based payment reserves of $343,000 and increase to the shadow equity liability of $574,000 for the year ended 30 June 2020.

Restatement of direct and indirect taxes

The Company has reviewed its global direct and indirect tax positions across its global operations in a range of areas and have recorded the following adjustments:

an increase to income tax expense of $270,000 and increase to other expenses of $1,381,000 increasing accumulated losses by $1,651,000 and provisions by $1,651,000 as at 1 July 2018;
an increase to income tax expense of $403,000 and increase to other expenses of $215,000 increasing accumulated losses by $618,000 and provisions by $618,000 for the year ended 30 June 2019; and
an increase to income tax expense of $796,000 and increase to other expenses of $398,000 increasing accumulated losses by $1,194,000 and provisions by $1,194,000 for the year ended 30 June 2020.

Restatement of operating and investing cash flows

Other than a reclassification between operating and investing cash flows in the statement of cash flows for the year ended 30 June 2020, no other cash flow changes occurred in any financial period.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

The impact on the statement of profit or loss and other comprehensive income, the statement of financial position, and the statement of cash flows are set out below:

Statement of profit or loss and other comprehensive income for the year ended 30 June 2020

30 June 2020 $'000 Reported 112,196 (29,150) (44,079) (18,871) (23,354) (8,005)	Consolidated $'000 Adjustment - - - - - (231)	30 June 2020 $'000 Restated 112,196 (29,150) (44,079) (18,871) (23,354) (8,236)
(11,263) 160 (408) - (11,283) 1,087 2,442 (48)	(231) - - 16,068 - - - (398)	(11,494) 160 (408) 16,068 (11,283) 1,087 2,442 (446)
(19,313) (229)	15,439 (796)	(3,874) (1,025)
(19,542) (2,686)	14,643 -	(4,899) (2,686)
(2,686)	-	(2,686)
(22,228)	14,643	(7,585)
$ Reported (6.40) (6.40)	$ Adjusted 4.80 4.80	$ Restated (1.60) (1.60)

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

Statement of profit or loss and other comprehensive income for the year ended 30 June 2019

30 June 2019 $'000 Reported 96,862 (23,440) (34,104) (14,595) (19,976) (866)	Consolidated $'000 Adjustment - - - - - (499)	30 June 2019 $'000 Restated 96,862 (23,440) (34,104) (14,595) (19,976) (1,365)
3,881 25 - (4,314) 820 (170)	(499) - (146,171) - - (215)	3,382 25 (146,171) (4,314) 820 (385)
242 (80)	(146,885) (403)	(146,643) (483)
162 2,145 (285)	(147,288) - -	(147,126) 2,145 (285)
1,860	-	1,860
2,022	(147,288)	(145,266)

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

Statement of financial position at the beginning of the earliest comparative period

1 July 2019 $'000 Reported 15,998 3,541 1,329 1,670	Consolidated $'000 Adjustment - - - -	1 July 2019 $'000 Restated 15,998 3,541 1,329 1,670
22,538	-	22,538
2,229 1,538 1,930 3,295 15,580 73	- - - - - -	2,229 1,538 1,930 3,295 15,580 73
24,645	-	24,645
47,183	-	47,183
8,921 5,214 - - 2,749 3,329	2,269 - 68,566 280,252 - -	11,190 5,214 68,566 280,252 2,749 3,329
20,213	351,087	371,300
1,317 44 275	- - -	1,317 44 275
1,636	-	1,636
21,849	351,087	372,936
25,334	(351,087)	(325,753)
70,786 (2,339) (43,113)	(68,566) 499 (283,020)	2,220 (1,840) (326,133)
25,334	(351,087)	(325,753)

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

Statement of financial position at the end of the earliest comparative period

30 June 2020 $'000 Reported 46,005 4,212 765 65 1,157	Consolidated $'000 Adjustment - - - - -	30 June 2020 $'000 Restated 46,005 4,212 765 65 1,157
52,204	-	52,204
2,229 2,048 1,703 14,859 24,340 3	- - - - - -	2,229 2,048 1,703 14,859 24,340 3
45,182	-	45,182
97,386	-	97,386
11,014 5,069 - - 1,513 4,331	3,463 - 65,941 243,631 - -	14,477 5,069 65,941 243,631 1,513 4,331
21,927	313,035	334,962
15,265 43 4,943 138	- - 574 -	15,265 43 5,517 138
20,389	574	20,963
42,316	313,609	355,925
55,070	(313,609)	(258,539)
119,456 (1,731) (62,655)	(65,941) 20,709 (268,377)	53,515 18,978 (331,032)
55,070	(313,609)	(258,539)

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

Statement of cash flows for the year ended 30 June 2020

30 June 2020 $'000 Reported 109,798 (111,053) 2,406 (408) (230)	Consolidated $'000 Adjustment - 947 - - -	30 June 2020 $'000 Restated 109,798 (110,106) 2,406 (408) (230)
513	947	1,460
160 (1,064) (14,284) (484)	- - (947) -	160 (1,064) (15,231) (484)
(15,672)	(947)	(16,619)
50,000 (1,415) 85 19,990 (19,570) (2,716)	- - - - - -	50,000 (1,415) 85 19,990 (19,570) (2,716)
46,374	-	46,374
31,215 15,998 (1,208)	- - -	31,215 15,998 (1,208)
46,005	-	46,005

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

Statement of cash flows for the year ended 30 June 2019

Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Income taxes paid Net cash provided by operating activities Cash flows from investing activities Interest received Payments for property, plant and equipment Payments for intangibles Payments for security deposits Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from exercise of share options Net cash provided by financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year Accumulated losses The impact of the restatement on accumulated losses is detailed below: Accumulated losses Balance at 1 July 2019 - as previously report Adjustment for restatement - preference shares Adjustment for restatement - share-based payments Adjustment for restatement - direct and indirect taxes Loss after income tax expense for the year Balance at 30 June 2020 - restated	30 June 2019 $'000 Reported 99,036 (89,097) (120)	Consolidated $'000 Adjustment - - -	30 June 2019 $'000 Restated 99,036 (89,097) (120) 9,819 25 (910) (9,238) (433) 26 (10,530) 113 113 (598) 16,914 (318) 15,998 Consolidated $'000 (43,113) (280,252) (499) (2,269) (4,899) (331,032)
	9,819	-
	25 (910) (9,238) (433) 26	- - - - -
	(10,530)	-
	113	-
	113	-
	(598) 16,914 (318)	- - -
	15,998	-

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 4. Restatement of comparatives (continued)

Equity - Issued capital

The impact of the restatement to note 26 'Equity - Issued capital' is detailed below:

30 June 2020 $'000 Reported 1,721 51,724 5,103 30,946 19,911 9,955 33,421 (33,325)	Consolidated $'000 Adjustment - (26) (5,103) (30,946) (19,911) (9,955) - -	30 June 2020 $'000 Restated 1,721 51,698 - - - - 33,421 (33,325)
119,456	(65,941)	53,515
1 July 2019 $'000 Reported 2,209 5,600 33,100 19,911 9,955 33,786 (33,775)	Consolidated $'000 Adjustment - (5,600) (33,100) (19,911) (9,955) - -	1 July 2019 $'000 Restated 2,209 - - - - 33,786 (33,775)
70,786	(68,566)	2,220

Note 5. Operating segments

Identification of reportable operating segments

The Group operates within one business segment, being the operation of an online hotel booking platform assisting worldwide accommodation providers in gaining more online bookings and managing their online room distribution and reports to the Board of Directors (who are identified as the CODM) on the performance of the Group as a whole. While the Group generates revenue in a number of countries including APAC (Major countries: Australia, Thailand and New Zealand), EMEA (Major countries: United Kingdom, Spain and Germany) and AMER (Major countries: United States and Canada), these geographic operations are considered, based on internal management reporting and the allocation of resources by the Group's CODM, as one geographic segment.

The amounts for revenue by region is disclosed in note 6. The CODM does not review or assess financial performance on a geographical basis.

Unless stated otherwise, all amounts reported to the Board of Directors are determined in accordance with accounting policies that are consistent with those adopted in these financial statements.

The Group has identified a single operating segment, which is the whole of the consolidated operation. This single operating segment represents a reporting segment. The segment disclosure for the reporting segment is consistent to those amounts present in the primary statements and notes.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 5. Operating segments (continued)

The information reported to the CODM is on a regular basis.

Note 6. Revenue

Note 6. Revenue
Revenue from contracts with customers Disaggregation of revenue The disaggregation of revenue from contracts with customers is as follows: Geographical regions Asia Pacific ('APAC') Europe, Middle East and Africa ('EMEA') Americas ('AMER') Timing of revenue recognition Recurring subscription revenue Recurring transaction revenue	Consolidated 30 June 2021 30 June 2020 $'000 $'000 100,761 112,196 Consolidated 30 June 2021 30 June 2020 $'000 $'000 36,534 43,843 41,260 44,057 22,967 24,296 100,761 112,196 84,014 95,096 16,747 17,100 100,761 112,196
	100,761
	84,014 16,747
	100,761

During the years ended 30 June 2021 and 30 June 2020 there were no major customers that represent greater than 10% of the Group's revenue.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 7. Loss before income tax expense

Note 7. Loss before income tax expense
Loss before income tax includes the following specific expenses: Depreciation, amortisation and impairment Depreciation of property, plant and equipment (note 15) Depreciation of right-of-use assets (note 16) Amortisation of intangible assets (note 17) Impairment of right-of-use assets (note 16) Impairment of intangible assets (note 17) Total depreciation, amortisation and impairment Fair value movement on embedded derivative Fair value (loss)/gain on embedded derivative Other expenses Net foreign exchange loss Net loss on disposal of non-current assets Other expenses Finance costs Interest and finance charges paid/payable on lease liabilities Interest on banking facilities Unwinding of the discount on lease make good provision Finance costs expensed Leases Short-term lease payments Low-value assets lease payments Superannuation expense Defined contribution superannuation expense Employee benefits expense Employee benefits* Expenses associated with shared-based payment plans Expenses associated with shadow equity program Government grants received - COVID-19 Total employee benefits expense	Consolidated 30 June 2021 30 June 2020 $'000 $'000 986 1,203 2,530 2,834 9,989 5,846 - 773 637 627 14,142 11,283 (96,313) 16,068 2,657 - 342 48 1,389 398 4,388 446 944 408 45 - 8 - 997 408 589 1,017 7 - 596 1,017 4,326 4,367 85,476 93,439 3,304 2,951 5,662 5,285 (2,943) (4,148) 91,499 97,527
	14,142
	(96,313)
	2,657 342 1,389
	4,388
	944 45 8
	997
	589 7
	596
	4,326
	85,476 3,304 5,662 (2,943)
	91,499

Costs incurred in relation to employee benefits amounting to $15,407,000 (2020: $15,231,000) are directly attributable to development activities and therefore capitalised in intangible assets.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 8. Business development grant

Business development grant	Consolidated 30 June 2021 30 June 2020 $'000 $'000 - 1,087

The business development grant is funding received from the Industrial Development Agency (Ireland) in return for establishing and carrying on an undertaking in Ireland.

Note 9. Other income

Net gain on disposal of property plant and equipment Net foreign exchange gain Other income Note 10. Income tax Income tax expense Current tax Deferred tax - origination and reversal of temporary differences Aggregate income tax expense Deferred tax included in income tax expense comprises: Decrease in deferred tax assets Increase/(decrease) in deferred tax liabilities Deferred tax - origination and reversal of temporary differences Numerical reconciliation of income tax expense and tax at the statutory rate Loss before income tax expense Tax at the statutory tax rate of 30% Tax effect amounts which are not deductible/(taxable) in calculating taxable income: Non-deductible expenses Foreign exchanges fluctuation Current year tax benefit not recognised Fair value movement on derivatives Adjustments in respect of current income tax Difference in overseas tax rates Income tax expense	Consolidated 30 June 2021 30 June 2020 $'000 $'000 5 - - 2,224 102 218 107 2,442 Consolidated 30 June 2021 30 June 2020 $'000 $'000 276 956 2 69 278 1,025 - 70 2 (1) 2 69 (121,492) (3,874) (36,448) (1,162) 2,231 5,363 35 (41) 5,463 1,315 28,894 (4,820) 175 655 159 933 (56) (563) 278 1,025
	278
	- 2
	2
	(121,492)
	(36,448) 2,231 35 5,463 28,894
	175 159 (56)
	278

Note 10. Income tax

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 10. Income tax (continued)

Note 10. Income tax (continued)
Tax losses not recognised Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at statutory tax rates	Consolidated 30 June 2021 30 June 2020 $'000 $'000 30,948 15,479 8,602 3,974
	8,602

The Group has booked deferred tax liabilities on its capitalised development costs, which have been offset by deferred tax assets on employee benefits expenses. Excess tax losses available have not been recognised in the statement of financial position on the basis it is not probable taxable income will be generated. The Group also has a net $12.3 million R&D tax offset available in addition to the tax losses mentioned above which has not been booked as a deferred tax asset at 30 June 2020 and 30 June 2021. The Group will continue to monitor the point at which unrecognised deferred tax assets for tax losses and R&D tax offsets are brought to account.

tax losses and R&D tax offsets are brought to account.
		Consolidated
	30	June 2021 30 June 2020
		$'000 $'000
Provision for income tax
Provision for income tax		25 -

Note 11. Current assets - trade and other receivables

Trade receivables Less: Allowance for expected credit losses Other receivables	Consolidated 30 June 2021 30 June 2020 $'000 $'000 3,704 5,823 (729) (3,321) 2,975 2,502 62 1,710 3,037 4,212
	2,975
	62
	3,037

Trade receivables are non-interest bearing and are generally on terms of 7 to 90 days. As at 30 June 2020, the Group has recognised $1,644,000 COVID-19 related government grants in other receivables.

Allowance for expected credit losses

The Group has recognised a loss of $1,628,000 (2020: $4,561,000) in profit or loss in respect of the expected credit losses for the year ended 30 June 2021. During the year ended 30 June 2021, the Group has not recognised additional allowance for COVID-19 as the global economy has stabilised.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 11. Current assets - trade and other receivables (continued)

The ageing of the receivables and allowance for expected credit losses provided for above are as follows:

Expected credit loss rate 30 June 2021 30 June 2020 Consolidated % % not overdue 7% 26% 0-30 days 12% 51% 31-60 days 32% 50% 61-90 days 54% 73% over 90 days 97% 100%	Carrying amount 30 June 2021 30 June 2020 $'000 $'000 1,934 1,232 954 1,729 345 1,044 193 863 278 955	Carrying amount 30 June 2021 30 June 2020 $'000 $'000 1,934 1,232 954 1,729 345 1,044 193 863 278 955	Allowance for expected credit losses 30 June 2021 30 June 2020 $'000 $'000 127 326 117 882 111 524 104 634 270 955	Allowance for expected credit losses 30 June 2021 30 June 2020 $'000 $'000 127 326 117 882 111 524 104 634 270 955
	3,704	5,823	729	3,321

Movements in the allowance for expected credit losses are as follows:

Opening balance Net provisions recognised Receivables written off during the year as uncollectable Exchange differences Closing balance Note 12. Current assets - contract assets Contract assets Reconciliation Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below: Opening balance Additions Transfer to trade receivables Exchange differences Closing balance	Consolidated 30 June 2021 30 June 2020 $'000 $'000 3,321 413 1,595 4,379 (4,151) (1,571) (36) 100	Consolidated 30 June 2021 30 June 2020 $'000 $'000 3,321 413 1,595 4,379 (4,151) (1,571) (36) 100
	729	3,321
	Consolidated 30 June 2021 30 June 2020 $'000 $'000 1,308 765
	765 13,058 (12,515) -	1,329 15,165 (15,727) (2)
	1,308	765

There is no allowance for expected credit losses in respect to contract assets as at 30 June 2021 and 30 June 2020.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 13. Non-current assets - financial assets at fair value through other comprehensive income

Investment - at fair value through other comprehensive income	Consolidated 30 June 2021 30 June 2020 $'000 $'000 2,434 2,229

Investment refers to a 5.8% interest in Rezdy Pty Ltd (ACN: 153 242 632) purchased in 30 April 2012. Refer to note 30 for further information on fair value measurement.

Note 14. Non-current assets - other financial assets

Note 14. Non-current assets - other financial assets
Security deposits Long term deposits	Consolidated 30 June 2021 30 June 2020 $'000 $'000 1,159 2,022 - 26 1,159 2,048
	1,159

Note 15. Non-current assets - property, plant and equipment

Leasehold improvements - at cost Less: Accumulated depreciation Fixtures and fittings - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation Work in progress - at cost	Consolidated 30 June 2021 30 June 2020 $'000 $'000 1,429 1,793 (818) (1,157) 611 636 390 743 (345) (540) 45 203 2,700 2,598 (1,893) (1,734) 807 864 21 - 1,484 1,703
	611
	390 (345)
	45
	2,700 (1,893)
	807
	21
	1,484

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 15. Non-current assets - property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

below:
Consolidated Balance at 1 July 2019 Additions Disposals Exchange differences Depreciation expense Balance at 30 June 2020 Additions Disposals Exchange differences Depreciation expense Balance at 30 June 2021	Leasehold improvements $'000 781 466 (77) 13 (547)	Fixtures and fittings $'000 385 12 (33) 6 (167)	Office equipment $'000 764 586 (5) 8 (489)	Work in progress $'000 - - - - -	Total $'000 1,930 1,064 (115) 27 (1,203)
	636 468 (51) (7) (435)	203 1 (81) (7) (71)	864 442 (6) (13) (480)	- 21 - - -	1,703 932 (138) (27) (986)
	611	45	807	21	1,484

Note 16. Non-current assets - right-of-use assets

Land and buildings - right-of-use Less: Accumulated depreciation	Consolidated 30 June 2021 30 June 2020 $'000 $'000 15,420 15,502 (3,163) (643)	Consolidated 30 June 2021 30 June 2020 $'000 $'000 15,420 15,502 (3,163) (643)
	12,257	14,859

The Group leases buildings for its offices under agreements of three years with, in some cases, options to extend. The leases have various escalation clauses.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 16. Non-current assets - right-of-use assets (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

below:
Consolidated Balance at 1 July 2019 Additions Terminations Exchange differences Impairment of assets (note 7) Depreciation expense (note 7) Balance at 30 June 2020 Remeasurement of leases Exchange differences Depreciation expense (note 7) Balance at 30 June 2021	Land and buildings $'000 3,295 15,502 (391) 60 (773) (2,834)
	14,859 (21) (51) (2,530)
	12,257

Note 17. Non-current assets - intangibles

Goodwill - at cost Less: Impairment Software - at cost Less: Accumulated amortisation Less: Impairment Capitalised development costs - at cost Less: Accumulated amortisation Less: Impairment	Consolidated 30 June 2021 30 June 2020 $'000 $'000 632 632 (632) -	Consolidated 30 June 2021 30 June 2020 $'000 $'000 632 632 (632) -
	-	632
	932 (873) (3)	869 (351) -
	56	518
	53,502 (22,900) (627)	37,255 (13,438) (627)
	29,975	23,190
	30,031	24,340

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 17. Non-current assets - intangibles (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Consolidated Balance at 1 July 2019 Additions Exchange differences Impairment of assets Amortisation expense Balance at 30 June 2020 Additions Exchange differences Impairment of assets Amortisation expense Balance at 30 June 2021	Goodwill $'000 632 - - - -	Software $'000 693 - 2 - (177)	Capitalised development costs $'000 14,255 15,231 - (627) (5,669)	Total $'000 15,580 15,231 2 (627) (5,846)
	632 - - (632) -	518 68 2 (5) (527)	23,190 16,247 - - (9,462)	24,340 16,315 2 (637) (9,989)
	-	56	29,975	30,031

Impairment testing

The carrying amount of goodwill from the acquisition of Globekey Systems Pty Ltd has been assessed and identified to have no value due to the deregistration of Globekey Systems Pty Ltd and has been impaired in full.

Note 18. Current liabilities - trade and other payables

Note 18. Current liabilities - trade and other payables
Trade payables GST, VAT and sales tax liabilities Employment taxes payable Other provisions Accrued expenses Other payables	Consolidated 30 June 2021 30 June 2020 $'000 $'000 4,627 2,049 348 632 1,773 3,294 4,852 3,463 2,697 3,649 2,583 1,390
	16,880	14,477

Refer to note 29 for further information on financial instruments.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 19. Current liabilities - contract liabilities

Note 19. Current liabilities - contract liabilities
Contract liabilities Reconciliation Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below: Opening balance Payments received in advance Transfer to revenue - included in the opening balance Transfer to revenue - other balances Exchange differences Closing balance	Consolidated 30 June 2021 30 June 2020 $'000 $'000 4,020 5,069 5,069 5,214 80,740 90,089 (5,069) (5,214) (76,671) (85,032) (49) 12 4,020 5,069
	5,069 80,740 (5,069) (76,671) (49)
	4,020

Unsatisfied performance obligations

The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting period was $4,020,000 as at 30 June 2021 (2020: $5,069,000) and is expected to be recognised within 1 year of the financial year end.

Note 20. Current liabilities - borrowings

Convertible preference shares financial liability Refer to note 29 for further information on financial instruments.	Consolidated 30 June 2021 30 June 2020 $'000 $'000 65,941 65,941

Convertible preference shares financial liability

Each preference share confers on the holder of it all of the rights attaching to one fully paid ordinary share, and in addition confers the right to payment of a cumulative preferential dividend in priority to the payment of a dividend to any other class of shares, and to the repayment of capital on a trade sale and the winding up of the Group in priority to any other class of shares. Preference shares have been classified as a financial liability as contingent settlement condition exists which might require payment in cash and is outside of the Group’s control.

Note 21. Current liabilities - derivative financial instruments

Note 21. Current liabilities - derivative financial instruments
Derivative financial liability - at fair value through profit or loss Refer to note 29 for further information on financial instruments. Refer to note 30 for further information on fair value measurement.	Consolidated 30 June 2021 30 June 2020 $'000 $'000 339,944 243,631

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 22. Current liabilities - lease liabilities

Note 22. Current liabilities - lease liabilities
Lease liabilities Refer to note 24 and note 29 for further information on lease liabilities.	Consolidated 30 June 2021 30 June 2020 $'000 $'000 1,653 1,513

Note 23. Current liabilities - employee benefits

Annual leave Long service leave Employee benefits Note 24. Non-current liabilities - lease liabilities Lease liabilities Refer to note 29 for further information on financial instruments.	Consolidated 30 June 2021 30 June 2020 $'000 $'000 3,910 3,592 630 432 2,138 307	Consolidated 30 June 2021 30 June 2020 $'000 $'000 3,910 3,592 630 432 2,138 307
	6,678	4,331
	Consolidated 30 June 2021 30 June 2020 $'000 $'000 12,629 15,265

Reconciliation

Reconciliation of the lease liabilities (current and non-current) at the beginning and end of the current financial year are set out below: Opening balance 16,778 4,066 Additions - 16,165 Remeasurements 10 - Terminations (109) (457) Interest expense 944 408 Repayment of lease liabilities and interest expense (3,241) (3,124) Rent relief (10) (384) Exchange movements (90) 104 Closing balance 14,282 16,778 Representing: Lease liabilities (current) (note 22) 1,653 1,513 Lease liabilities (non-current) 12,629 15,265 14,282 16,778	Reconciliation of the lease liabilities (current and non-current) at the beginning and end of the current financial year are set out below: Opening balance 16,778 4,066 Additions - 16,165 Remeasurements 10 - Terminations (109) (457) Interest expense 944 408 Repayment of lease liabilities and interest expense (3,241) (3,124) Rent relief (10) (384) Exchange movements (90) 104 Closing balance 14,282 16,778 Representing: Lease liabilities (current) (note 22) 1,653 1,513 Lease liabilities (non-current) 12,629 15,265 14,282 16,778	Reconciliation of the lease liabilities (current and non-current) at the beginning and end of the current financial year are set out below: Opening balance 16,778 4,066 Additions - 16,165 Remeasurements 10 - Terminations (109) (457) Interest expense 944 408 Repayment of lease liabilities and interest expense (3,241) (3,124) Rent relief (10) (384) Exchange movements (90) 104 Closing balance 14,282 16,778 Representing: Lease liabilities (current) (note 22) 1,653 1,513 Lease liabilities (non-current) 12,629 15,265 14,282 16,778
	14,282	16,778
	1,653 12,629	1,513 15,265
	14,282	16,778

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 25. Non-current liabilities - employee benefits

Note 25. Non-current liabilities - employee benefits
Long service leave Shadow equity liability Other	Consolidated 30 June 2021 30 June 2020 $'000 $'000 355 228 10,957 5,286 7 3 11,319 5,517
	11,319

Refer to note 41 for further information on the Shadow equity liability.

Note 26. Equity - issued capital

30 June 2021 Shares 2,522,692 776,012 518,354 (515,495)	Consolidated 30 June 2020 30 June 2021 Shares $'000 2,522,692 1,721 776,012 51,698 542,729 32,281 (539,870) (32,156) 3,301,563 53,544	Consolidated 30 June 2020 30 June 2021 Shares $'000 2,522,692 1,721 776,012 51,698 542,729 32,281 (539,870) (32,156) 3,301,563 53,544
3,301,563	3,301,563	53,544
		Shares 2,861,680 2,880 (341,868)
		2,522,692
		2,522,692
		Shares - 434,144 341,868 -
		776,012
		776,012

Movements in ordinary share capital

Movements in A class shares

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 26. Equity - issued capital (continued)

Movements in Management loan funded shares

Movements in Management loan funded shares
Details Date Balance at 1 July 2019 Cancellation of shares 13 December 2019 Cancellation of shares 24 January 2020 Balance at 30 June 2020 Cancellation of shares 14 July 2020 Cancellation of shares 23 November 2020 Cancellation of shares 23 November 2020 Cancellation of shares 15 February 2021 Cancellation of shares 15 February 2021 Cancellation of shares 15 February 2021 Cancellation of shares 1 March 2021 Balance at 30 June 2021	Shares 549,515 (3,906) (2,880)	$'000 33,786 (251) (114)
	542,729	33,421
	(4,000) (3,500) (4,500) (1,375) (2,750) (4,500) (3,750)	(157) (157) (177) (54) (177) (177) (241)
	518,354	32,281

Cancellation of shares represents shares cancelled for employees who has terminated their employment with the Group.

Ordinary shares

Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

A class shares

A class shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held, with priority over ordinary shareholders.

A class shares do not have any voting rights.

Management loan funded shares

Management loan funded shares confer no voting rights, however they carry the right to dividends. These shares were provided with a non-recourse interest free loan by the Group to purchase those shares. The loan to management for the share issue has been deducted from equity as the scheme is treated as an in-substance option and accounted for as a share-based payment.

Treasury share loans have been reclassified to share capital from reserves for better presentation purposes throughout the financial report.

Capital risk management

The Group's objectives when managing capital is 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.

Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.

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 assets to reduce debt.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 26. Equity - issued capital (continued)

The Group is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.

Note 27. Equity - reserves

Note 27. Equity - reserves
Foreign currency translation reserve Share-based payments reserve Share buy-back reserve Financial assets at fair value reserve Embedded derivative conversion reserve	Consolidated 30 June 2021 30 June 2020 $'000 $'000 (1,405) (3,080) 9,063 5,759 (6,399) (6,399) 2,350 2,145 20,553 20,553 24,162 18,978
	24,162

Foreign currency translation reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Share buy-back reserve

The reserve is used to recognise contributions made by the Company to buy-back issued capital.

Financial assets at fair value reserve

The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income.

Embedded derivative conversion reserve

The embedded derivative conversion reserve represents the excess of the derivative fair value on conversion over the preference share capital initially contributed.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 27. Equity - reserves (continued)

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Consolidated Balance at 1 July 2019 Foreign currency translation Share-based payments Conversion of preference shares Balance at 30 June 2020 Foreign currency translation Share-based payments Gain on the revaluation of financial assets Balance at 30 June 2021	Foreign currency translation reserve $'000 (394) (2,686) - -	Share-based payment reserve (Restated) $'000 2,808 - 2,951 -	Share-buy back reserve $'000 (6,399) - - -	Financial assets at fair value reserve $'000 2,145 - - -	Embedded derivative conversion reserve $'000 - - - 20,553	Total $'000 (1,840) (2,686) 2,951 20,553
	(3,080) 1,675 - -	5,759 - 3,304 -	(6,399) - - -	2,145 - - 205	20,553 - - -	18,978 1,675 3,304 205
	(1,405)	9,063	(6,399)	2,350	20,553	24,162

Note 28. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Note 29. Financial instruments

Financial risk management objectives

The Group's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ageing analysis for credit risk.

Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the Board'). These policies include identification and analysis of the risk exposure of the Group and appropriate procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks within the Group's operating units. Finance reports to the Board on a monthly basis.

Market risk

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange rate fluctuations.

Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.

The Group's foreign exchange risk is managed to ensure sufficient funds are available to meet foreign currency commitments in a timely and cost-effective manner. The Group will continually monitor this risk and consider entering into forward foreign exchange, foreign currency swap and foreign currency option contracts if appropriate.

Creditors and debtors were reviewed to assess currency risk at year end. The value of transactions denominated in a currency other than the functional currency of the respective subsidiary was insignificant and therefore the risk was determined as immaterial.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 29. Financial instruments (continued)

The carrying amount of the Group's foreign currency denominated cash balances at the reporting date were as follows:

Consolidated Canadian dollar Euro Great British pound Indonesian rupiah New Zealand dollar Thai baht US dollar	Assets 30 June 2021 30 June 2020 $'000 $'000 72 42 4,942 9,173 - - 10 - 757 262 5 - 4,510 5,413	Assets 30 June 2021 30 June 2020 $'000 $'000 72 42 4,942 9,173 - - 10 - 757 262 5 - 4,510 5,413	Liabilities 30 June 2021 30 June 2020 $'000 $'000 - - 95 44 30 12 - - - - - - 1,998 449	Liabilities 30 June 2021 30 June 2020 $'000 $'000 - - 95 44 30 12 - - - - - - 1,998 449
	10,296	14,890	2,123	505

Sensitivity analysis

Based on the Group's foreign exchange exposure, had the Australian dollar weakened by 10%/strengthened by 10% against these foreign currencies with all other variables held constant, the Group's loss before tax for the year would have been impacted as follows:

AUD strengthened AUD weakened Consolidated - 30 June 2021 % change Effect on loss before tax Effect on equity % change Effect on loss before tax Effect on equity Canadian dollar 10% (7) - 10% 8 - Euro 10% (441) - 10% 538 - Great British pound 10% 3 - 10% (3) - Indonesian rupiah 10% (1) - 10% 1 - New Zealand dollar 10% (69) - 10% 84 - Thai baht 10% - - 10% 1 - US dollar 10% (228) - 10% 279 - (743) - 908 - AUD strengthened AUD weakened Consolidated - 30 June 2020 % change Effect on loss before tax Effect on equity % change Effect on loss before tax Effect on equity Canadian dollar 10% (4) - 10% 5 - Euro 10% (830) - 10% 1,014 - Great British pound 10% 1 - 10% (1) - Indonesian rupiah 10% - - 10% - - New Zealand dollar 10% (24) - 10% 29 - Thai baht 10% - - 10% - - US dollar 10% (451) - 10% 552 - (1,308) - 1,599 -	AUD strengthened AUD weakened Consolidated - 30 June 2021 % change Effect on loss before tax Effect on equity % change Effect on loss before tax Effect on equity Canadian dollar 10% (7) - 10% 8 - Euro 10% (441) - 10% 538 - Great British pound 10% 3 - 10% (3) - Indonesian rupiah 10% (1) - 10% 1 - New Zealand dollar 10% (69) - 10% 84 - Thai baht 10% - - 10% 1 - US dollar 10% (228) - 10% 279 - (743) - 908 - AUD strengthened AUD weakened Consolidated - 30 June 2020 % change Effect on loss before tax Effect on equity % change Effect on loss before tax Effect on equity Canadian dollar 10% (4) - 10% 5 - Euro 10% (830) - 10% 1,014 - Great British pound 10% 1 - 10% (1) - Indonesian rupiah 10% - - 10% - - New Zealand dollar 10% (24) - 10% 29 - Thai baht 10% - - 10% - - US dollar 10% (451) - 10% 552 - (1,308) - 1,599 -	AUD strengthened AUD weakened Consolidated - 30 June 2021 % change Effect on loss before tax Effect on equity % change Effect on loss before tax Effect on equity Canadian dollar 10% (7) - 10% 8 - Euro 10% (441) - 10% 538 - Great British pound 10% 3 - 10% (3) - Indonesian rupiah 10% (1) - 10% 1 - New Zealand dollar 10% (69) - 10% 84 - Thai baht 10% - - 10% 1 - US dollar 10% (228) - 10% 279 - (743) - 908 - AUD strengthened AUD weakened Consolidated - 30 June 2020 % change Effect on loss before tax Effect on equity % change Effect on loss before tax Effect on equity Canadian dollar 10% (4) - 10% 5 - Euro 10% (830) - 10% 1,014 - Great British pound 10% 1 - 10% (1) - Indonesian rupiah 10% - - 10% - - New Zealand dollar 10% (24) - 10% 29 - Thai baht 10% - - 10% - - US dollar 10% (451) - 10% 552 - (1,308) - 1,599 -
	1,599	-

Price risk

The Group is not exposed to any significant price risk.

Interest rate risk

The Group is not exposed to any significant interest rate risk.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 29. Financial instruments (continued)

The Group's borrowings are subject to fixed interest rates.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any expected credit losses on those assets, as disclosed in the statement of financial position and notes to the financial statements. The Group does not hold any collateral.

The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These expected credit losses are considered representative across all customers of the Group based on recent sales experience, historical collection rates and forward-looking information that is available.

Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period greater than one year.

The Group does not have any significant credit risk exposure to any single customer. The carrying amount of financial assets recorded in the statement of financial position, net of any allowances for losses, represents the Group’s maximum exposure to credit risk.

Liquidity risk

Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available borrowing facilities to be able to pay debts as and when they become due and payable.

The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Credit facilities

The Group has a credit facility of US$20,000,000 (2020: US$15,000,000) from Silicon Valley Bank available to it. As at 30 June 2021, and up to the date of signing of this report, the facility is undrawn.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 29. Financial instruments (continued)

Remaining contractual maturities

The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.

1 year or less $'000 4,627 2,583 65,941 2,524	Between 1 and 2 years $'000 - - - 3,440	Between 2 and 5 years $'000 - - - 10,859	Over 5 years $'000 - - - -	Remaining contractual maturities $'000 4,627 2,583 65,941 16,823
75,675	3,440	10,859	-	89,974
339,944	-	-	-	339,944
339,944	-	-	-	339,944
1 year or less $'000 2,049 1,390 65,941 3,366	Between 1 and 2 years $'000 - - - 2,614	Between 2 and 5 years $'000 - - - 10,534	Over 5 years $'000 - - - 3,780	Remaining contractual maturities $'000 2,049 1,390 65,941 20,294
72,746	2,614	10,534	3,780	89,674
243,631	-	-	-	243,631
243,631	-	-	-	243,631

The preference share financial liabilities represents both the embedded derivative and the debt host contract. The Company is pursuing its IPO on the Australian Securities Exchange, where on the IPO the preference shares convert to ordinary shares and the convertible preference share financial liability and the derivative financial liability are derecognised and recognised within share capital and reserves .

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 30. Fair value measurement

Fair value hierarchy

The following tables detail the Group'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 or liability

or indirectly Level 3: Unobservable inputs for the asset or liability
Consolidated - 30 June 2021 Assets Investment at fair value through other comprehensive income Total assets Liabilities Derivative liability - preference share conversion feature Total liabilities Consolidated - 30 June 2020 Assets Investment at fair value through other comprehensive income Total assets Liabilities Derivative liability - preference share conversion feature Total liabilities	Level 1 $'000 -	Level 2 $'000 -	Level 3 $'000 2,434	Total $'000 2,434
	-	-	2,434	2,434
	-	-	339,944	339,944
	-	-	339,944	339,944
	Level 1 $'000 -	Level 2 $'000 -	Level 3 $'000 2,229	Total $'000 2,229
	-	-	2,229	2,229
	-	-	243,631	243,631
	-	-	243,631	243,631

There were no transfers between levels during the financial year.

The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.

The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.

Valuation techniques for fair value measurements categorised within level 2 and level 3

Unquoted investments have been valued using a discounted cash flow model.

Derivative financial instruments have been valued using a discounted cash flow methodology cross checked against an implied revenue multiple to ascertain the value of the equity of the Group and then input into an options pricing black scholes model to calculate its value. Key inputs include a volatility assumption and time to a liquidity event.

Notes to the consolidated financial statements 30 June 2021

SiteMinder Limited and its controlled entities

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Note 30. Fair value measurement (continued)

Level 3 assets and liabilities

Movements in level 3 assets and liabilities during the current and previous financial year are set out below:

Investment $'000 2,229 - -	Derivative liability $'000 (280,252) 16,068 20,553	Total $'000 (278,023) 16,068 20,553
2,229 - 205 - -	(243,631) (96,313) - - -	(241,402) (96,313) 205 - -
2,434	(339,944)	(337,510)
-	(96,313)	(96,313)
205	-	205

Note 31. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company, and unrelated firms:

Audit services - Deloitte Touche Tohmatsu Audit or review of the financial statements Other services - Deloitte Touche Tohmatsu Other services Audit services - unrelated firms Audit or review of the financial statements Other services - unrelated firms Other services	Consolidated 30 June 2021 30 June 2020 $ $ 141,000 110,000	Consolidated 30 June 2021 30 June 2020 $ $ 141,000 110,000
	26,234	148,925
	167,234	258,925
	85,458	74,069
	136,677	158,089
	222,135	232,158

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 32. Contingent liabilities

Deferred bonus plan The Group has implemented a deferred bonus plan to incentivise and reward key employees for continuing to contribute to the success of the Group until a 'realisation event' occurs. The deferred bonus plan has been recognised as employee benefits in the financial year ended 30 June 2021. Note 33. Earnings per share Loss after income tax Weighted average number of ordinary shares used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating diluted earnings per share Basic earnings per share Diluted earnings per share	Consolidated 30 June 2021 30 June 2020 $'000 $'000 - 225 Consolidated 30 June 2021 30 June 2020 $'000 $'000 (121,770) (4,899) Number Number 3,301,563 3,052,518 3,301,563 3,052,518 $ $ (36.88) (1.60) (36.88) (1.60)
	Number 3,301,563
	3,301,563
	$ (36.88) (36.88)

Share options, unpaid management loan funded shares and preference shares have been excluded from the above calculation as they were anti-dilutive.

Note 34. Key management personnel disclosures

Compensation

The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:

Short-term employee benefits Long-term benefits Share-based payments	Consolidated 30 June 2021 30 June 2020 $ $ 1,474,250 1,490,130 65,083 63,008 1,326,293 1,828,829 2,865,626 3,381,967
	2,865,626

Note 35. Related party transactions

Parent entity

SiteMinder Limited is the parent entity.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 35. Related party transactions (continued)

Subsidiaries

Interests in subsidiaries are set out in note 37.

Key management personnel

Disclosures relating to key management personnel are set out in note 34.

Transactions with related parties

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Receivable from and payable to related parties

There were no trade receivables from or trade payables to related parties at the current and previous reporting date.

Loans to/from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:

	Consolidated	Consolidated
	30 June	2021 30 June 2020
	$	$
Current receivables:
Loan to Director		- 28,658

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Note 36. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax Other comprehensive income for the year, net of tax Total comprehensive loss	Parent 30 June 2021 30 June 2020 $'000 $'000 (120,893) (8,090)	Parent 30 June 2021 30 June 2020 $'000 $'000 (120,893) (8,090)
	-	-
	(120,893)	(8,090)

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 36. Parent entity information (continued)

Statement of financial position

Statement of financial position
Total current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Net liabilities Equity Issued capital Reserves Accumulated losses Total deficiency in equity	Parent 30 June 2021 30 June 2020 $'000 $'000 25,229 37,151 72,641 73,522 97,870 110,673 424,853 324,513 23,989 19,775 448,842 344,288 (350,972) (233,615) 53,544 53,515 26,036 22,528 (430,552) (309,658) (350,972) (233,615)
	72,641
	97,870
	424,853
	23,989
	448,842
	(350,972)
	53,544 26,036 (430,552)
	(350,972)

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2021 and 30 June 2020.

Contingent liabilities

The parent entity had contingent liabilities in the form of a Deferred Bonus Plan as detailed in note 32. The value of the contingent liabilities at 30 June 2021 and 30 June 2020 were $nil and $225,000 respectively.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2021 and 30 June 2020.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 37. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:

		Ownership	interest
	Principal place of business /	30 June 2021 30 June 2020
Name	Country of incorporation	%	%
SiteMinder Distribution Limited	United Kingdom	100%	100%
SiteMinder Hospitality Corporation	United States of America	100%	100%
Globekey Systems Pty Ltd*	Australia	-	100%
SiteMinder Pay Pty Ltd	Australia	100%	100%
Online Ventures Hospitality Limited	Ireland	100%	100%
Online Ventures Limited	New Zealand	100%	100%
Online Ventures (Thailand) Limited	Thailand	100%	100%
SiteMinder (India) Private Limited	India	100%	100%

Globekey Systems Pty Ltd was deregistered on 16 June 2021.

Note 38. Reconciliation of loss after income tax to net cash provided by operating activities

Loss after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Impairment of non-current assets
Net (gain)/loss on disposal of non-current assets
Share-based payments
Foreign exchange differences
Net allowance for expected credit losses
Interest income received
Rent relief
Lease remeasurements
Net fair value movement on embedded derivative
Lease surrendering
Change in operating assets and liabilities:
Increase in trade receivables, other receivables and contract assets
Decrease in deferred tax assets
Decrease/(increase) in income tax refund due
Increase in trade and other payables
Increase/(decrease) in provision for income tax
Increase/(decrease) in deferred tax liabilities
Increase in employee benefits
Decrease in contract liabilities
Increase in other liabilities
Net cash provided by operating activities

Consolidated
30 June 2021 30 June 2020
$'000
$'000
(121,770)
(4,899)
13,505
9,883
637
1,400
(5)
48
3,304
2,951
1,127
(1,816)
1,628
4,561
(151)
(160)
(10)
(384)
10
-
96,313
(16,068)
(109)
-
(1,549)
(4,220)
-
70
65
(65)
2,403
3,928
25
(5)
2
(1)
8,149
6,244
(1,049)
(145)
8
138
2,533
1,460

2,533

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 39. Non-cash investing and financing activities

Note 39. Non-cash investing and financing activities
Additions to the right-of-use assets Leasehold improvements - lease make good Shares issued under employee share plan Gain on revaluation of financial assets Fair value (loss)/gain on derivative financial instrument	Consolidated 30 June 2021 30 June 2020 $'000 $'000 - 15,502 294 - 3,304 2,951 205 - (96,313) 16,068
	(92,510)	34,521

Note 40. Changes in liabilities arising from financing activities

Consolidated Balance at 1 July 2019 Net cash used in financing activities Net acquisition of leases Exchange differences Other changes Balance at 30 June 2020 Net cash used in financing activities Exchange differences Other changes Balance at 30 June 2021	Convertible preference shares financial liability $'000 68,566 - - - (2,625)	Lease liabilities $'000 4,066 (2,716) 15,708 104 (384)	Derivative liabilities $'000 280,252 - - - (36,621)	Total $'000 352,884 (2,716) 15,708 104 (39,630)
	65,941 - - -	16,778 (2,297) (90) (109)	243,631 - - 96,313	326,350 (2,297) (90) 96,204
	65,941	14,282	339,944	420,167

Note 41. Share-based payments

SiteMinder Shadow Equity Plan

The Board of Directors of the Group established the SiteMinder Shadow Equity Plan for the purpose of providing staff with an opportunity to share in the growth in value of the Company and to incentivise staff to further engage in the improvement of the Group’s performance. The Plan provides for a cash bonus to be paid to permanent staff members at the time of a liquidity event, such as trade sale or initial public offering ('realisation event'), depending on the satisfaction of time vesting conditions which vary between 0 to 3 years. The plan is considered to be a cash settled share-based payment plan. The liability component of the cash-settled share-based payment plan is included in employee benefits (refer to note 25).

The share-based payment expense is disclosed in note 7.

SiteMinder Option Plan

An option plan has been established by the Group and approved by the Board of Directors, whereby the Group may, at the discretion of the Board of Directors, grant options over ordinary shares in the Company to certain key management personnel of the Group. The options are issued for nil consideration and are granted in accordance with performance guidelines established by the Board of Directors. The options are convertible to ordinary shares on the satisfaction of time vesting conditions which vary between 3 to 4 years.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 41. Share-based payments (continued)

Note 41. Share-based payments (continued)
30 June 2021 Grant date Exercise price 11/10/2016 $39.37 01/09/2018 $64.30 18/12/2018 $64.30 25/01/2019 $64.30 03/06/2019 $64.30 28/06/2019 $13.73 31/08/2019 $64.30 31/01/2020 $138.00 01/07/2020 $138.00 Weighted average exercise price 30 June 2020 Grant date Exercise price 11/10/2016 $39.37 01/09/2018 $64.30 18/12/2018 $64.30 25/01/2019 $64.30 03/06/2019 $64.30 28/06/2019 $13.73 31/08/2019 $64.30 31/01/2020 $138.00 Weighted average exercise price	Balance at the start of the year 8,058 3,000 3,500 2,500 25,000 4,371 14,218 4,000 -	Granted - - - - - - - - 47,000	Exercised - - - - - - - - -	Expired/ forfeited/ other - - - - - - - (4,000) -	Balance at the end of the year 8,058 3,000 3,500 2,500 25,000 4,371 14,218 - 47,000
	64,647	47,000	-	(4,000)	107,647
	$62.33 Balance at the start of the year 8,058 3,000 3,500 2,500 25,000 4,371 14,218 -	$138.00 Granted - - - - - - - 4,000	$0.00 Exercised - - - - - - - -	$138.00 Expired/ forfeited/ other - - - - - - - -	$92.56 Balance at the end of the year 8,058 3,000 3,500 2,500 25,000 4,371 14,218 4,000
	60,647	4,000	-	-	64,647
	$57.34	$138.00	$0.00	$0.00	$62.33

Set out below are the number of options exercisable at the end of the financial year:

Set out below are the number of options exercisable at the end of the financial year:
Grant date 11/10/2016 01/09/2018 18/12/2018 25/01/2019 03/06/2019 28/06/2019 31/08/2019 01/07/2020	30 June 2021 Number 8,058 1,500 1,750 1,250 12,500 2,186 3,555 11,750	30 June 2020 Number 6,043 750 875 625 6,250 1,093 - -
	42,549	15,636

Management loan funded share plan

A management loan funded shared plan has been established by the Group and approved by the Board of Directors, whereby the Group may, at the discretion of the Board of Directors, grant management loan funded shares in the Company to certain key management personnel of the Group in accordance with performance guidelines established by the Board of Directors. The shares are provided with a non-recourse interest free loan by the Group to purchase those shares. The shares are released from treasury stock and treated as fully paid up shares if the loan to the Company has been repaid and subject to satisfying any time vesting conditions.

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 41. Share-based payments (continued)

30 June 2021

30 June 2021
Exercise price 23/04/2013 $7.90 11/04/2014 $24.51 18/11/2014 $29.24 08/05/2017 $39.37 16/10/2017 $39.37 13/02/2018 $64.30 25/02/2018 $64.30 09/08/2018 $39.37 01/11/2018 $64.30 06/12/2018 $64.30 07/01/2019 $64.30 07/01/2019 $169.13 25/01/2019 $64.30 15/02/2019 $64.30 19/06/2019 $39.37 Weighted average exercise price 30 June 2020 Grant date Exercise price 23/04/2013 $7.90 11/04/2014 $24.51 18/11/2014 $29.24 08/05/2017 $39.37 16/10/2017 $39.37 13/02/2018 $64.30 25/02/2018 $64.30 09/08/2018 $39.37 01/11/2018 $64.30 06/12/2018 $64.30 07/01/2019 $64.30 07/01/2019 $169.13 25/01/2019 $64.30 15/02/2019 $64.30 19/06/2019 $39.37 Weighted average exercise price	Balance at the start of the year 50,970 9,349 29,401 67,470 34,000 17,206 22,941 28,076 25,809 28,677 118,255 59,128 38,588 10,000 2,859	Granted - - - - - - - - - - - - - - -	Exercised - - - - - - - - - - - - - - -	Expired/ forfeited/ other - - - (4,500) (12,625) - - - - - - - (7,250) - -	Balance at the end of the year 50,970 9,349 29,401 62,970 21,375 17,206 22,941 28,076 25,809 28,677 118,255 59,128 31,338 10,000 2,859
	542,729	-	-	(24,375)	518,354
	$61.76 Balance at the start of the year 50,970 9,349 29,401 67,470 34,000 17,206 22,941 30,956 25,809 28,677 118,255 59,128 42,494 10,000 2,859	$0.00 Granted - - - - - - - - - - - - - - -	$0.00 Exercised - - - - - - - - - - - - - - -	$46.79 Expired/ forfeited/ other - - - - - - - (2,880) - - - - (3,906) - -	$62.46 Balance at the end of the year 50,970 9,349 29,401 67,470 34,000 17,206 22,941 28,076 25,809 28,677 118,255 59,128 38,588 10,000 2,859
	549,515	-	-	(6,786)	542,729
	$61.66	$0.00	$0.00	$53.72	$61.76

Weighted average exercise price

Set out below are the number of management loan funded shares exercisable at the end of the financial year:

Grant date 06/12/2018 07/01/2019 25/01/2019	30 June 2021 Number 14,339 88,692 6,647	30 June 2020 Number 7,169 44,346 3,324
	109,678	54,839

SiteMinder Limited and its controlled entities Notes to the consolidated financial statements 30 June 2021

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Note 41. Share-based payments (continued)

For the options and management loan funded shares granted during the current financial year, the valuation model inputs used to determine the fair value at the grant date, are as follows:

		Share price	Exercise	Expected	Risk-free	Fair value
Grant date	Expiry date	at grant date	price	volatility	interest rate	at grant date
01/07/2020	01/07/2024	$138.00	$138.00	46.50%	0.39%	$44.34

Note 42. Events after the reporting period

Capital injection

In September 2021, the Company raised $20,000,000 capital for ongoing operational requirements in exchange for 119,204 new A class shares in the Company.

Secondary sale of shares

In September 2021, 293,908 convertible preference shares and 440,638 ordinary shares were converted into 734,546 A class shares in the Company.

Initial Public Offering ('IPO')

The Company is advanced in its plans to raise capital to support its growth objective by conducting an IPO on the ASX. The IPO is scheduled to take place by 30 June 2022.

COVID-19

By the end of the year, SiteMinder has experienced improving revenues and has made good progress positioning the Group for an expected recovery in travel around the world.

SiteMinder Limited and its controlled entities Directors' declaration 30 June 2021

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In the directors' opinion:

the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Sankar Narayan Director

5 October 2021

Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000 www.deloitte.com.au

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Independent Auditor’s Report to the Members of SiteMinder Limited

Opinion

We have audited the financial report of SiteMinder Limited (the “Company”) and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and 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 2021 and of its financial performance for the year then ended; 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 auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Director’s Report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

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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.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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DELOITTE TOUCHE TOHMATSU

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Joshua Tanchel Partner Chartered Accountants Sydney, 5 October 2021

SiteMinder Limited and its controlled entities

(Formerly known as Online Ventures Pty Ltd)

ABN 59 121 931 744

Consolidated special purpose financial report for the financial year ended - 30 June 2020

We draw to the attention of the users of the 30 June 2020 Financial Report, Note 4 (“Restatement of Comparatives”) of the 30 June 2021 Financial Report, which restated certain balances disclosed in the 30 June 2020 Financial Report.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Contents 30 June 2020

Directors' report 2 Auditor's independence declaration 4 Consolidated statement of profit or loss and other comprehensive income 5 Consolidated statement of financial position 6 Consolidated statement of changes in equity 7 Consolidated statement of cash flows 8 Notes to the consolidated financial statements 9 Directors' declaration 33 Independent auditor's report to the members of SiteMinder Limited 34

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Directors' report 30 June 2020

Directors

The following persons were directors of SiteMinder Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Michael Gregory Ford - Chairman Sankar Narayan - Chief Executive Officer Leslie Szekely Paul Robert Wilson David Yuan John Burke (appointed on 26 March 2020) Erik Blachford (resigned on 26 March 2020)

Principal activities

The Group’s principal activities in the course of the financial year were implementing Channel Manager Software and Online Hotel Booking Systems to assist worldwide accommodation providers in gaining more online bookings and managing their online room distribution.

No significant change in the nature of these activities occurred during the financial year.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Review of operations

The loss for the Group after providing for income tax amounted to $19,542,000 (30 June 2019: profit of $162,000).

Significant changes in the state of affairs

In January 2020, the Company raised $50 million in additional equity capital to pursue its global strategic growth objectives.

On 11 March 2020, the Company changed name from Online Ventures Pty Ltd to SiteMinder Limited and also changed from a proprietary company to a public company.

COVID-19 was declared a pandemic in March 2020 by the World Health Organisation. Prior to the end of the financial year, there were considerable economic impacts in Australia and globally arising from the outbreak of COVID-19 and the resulting government quarantine measures. COVID-19 therefore had an impact on the revenue results of the Group in the final quarter of the year ended 30 June 2020.

The impact of COVID-19 was tempered by the nature of the Group’s product offering of subscription and transaction based online services and organic growth in a number of the Group’s products. In addition, the Group implemented mitigation strategies which included:

reduction of global staff numbers and short term reduction of staff working hours;
closure of physical offices;
restrictions on travel and other non-essential costs; and
customer retention initiatives.

There were no other significant changes in the state of affairs of the Group during the financial year.

Matters subsequent to the end of the financial year

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Directors' report 30 June 2020

No other matter or circumstance has arisen since 30 June 2020 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.

Likely developments and expected results of operations

Information on likely developments in the operations of the Group and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the Group.

Environmental regulation

The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.

Indemnity and insurance of officers

Indemnity and insurance of auditor

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a liability incurred by the auditor.

During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

Proceedings on behalf of the Company

Rounding of amounts

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Sankar Narayan Director

30 September 2020

Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000 www.deloitte.com.au

30 September 2020

The Board of Directors Siteminder Limited Bond Store 3 30 Windmill St Sydney, NSW, 2000 Australia

Dear Board Members,

Siteminder Limited and its controlled entities

In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Siteminder Limited and its controlled entities.

As lead audit partner for the audit of the financial statements of Siteminder Limited and its controlled entities for the year ended 30 June 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit;

(ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

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DELOITTE TOUCHE TOHMATSU

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Joshua Tanchel Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2020

Note Revenue Cost of sales Gross profit Expenses Sales and marketing expenditure Research and development expenditure General and administration expenditure Total operating expenses (Loss)/profit before tax, depreciation, amortisation and impairment, other income and other expenses Interest revenue calculated using the effective interest method Finance costs 4 Depreciation, amortisation and impairment expense 4 Business development grant 5 Other income 6 Other expenses (Loss)/profit before income tax expense 4 Income tax expense (Loss)/profit after income tax expense for the year Other comprehensive (loss)/income Items that may be reclassified subsequently to profit or loss Gain on the revaluation of financial assets at fair value through other comprehensive income, net of tax Foreign currency translation Other comprehensive (loss)/income for the year, net of tax Total comprehensive (loss)/income for the year	Consolidated 2020 2019 $'000 $'000 112,196 96,862 (29,150) (23,440) 83,046 73,422 (44,079) (34,104) (18,871) (14,595) (31,359) (20,842) (94,309) (69,541) (11,263) 3,881 160 25 (408) - (11,283) (4,314) 1,087 - 2,442 820 (48) (170) (19,313) 242 (229) (80) (19,542) 162 - 2,145 (2,686) (285) (2,686) 1,860 (22,228) 2,022
	83,046
	(44,079) (18,871) (31,359)
	(94,309)
	(11,263) 160 (408) (11,283) 1,087 2,442 (48)
	(19,313) (229)
	(19,542) - (2,686)
	(2,686)
	(22,228)

The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Consolidated statement of financial position As at 30 June 2020

Note Assets Current assets Cash and cash equivalents 7 Trade and other receivables 8 Contract assets 9 Total current assets Non-current assets Other financial assets 10 Property, plant and equipment 11 Right-of-use assets 12 Intangibles 13 Deferred tax Total non-current assets Total assets Liabilities Current liabilities Trade and other payables 14 Contract liabilities 15 Lease liabilities 16 Employee benefits 17 Total current liabilities Non-current liabilities Lease liabilities 18 Deferred tax Employee benefits 19 Provisions 20 Other Total non-current liabilities Total liabilities Net assets Equity Issued capital 21 Reserves 22 Accumulated losses Total equity	Consolidated 2020 2019 $'000 $'000 46,005 15,998 5,434 5,211 765 1,329 52,204 22,538 4,277 3,767 1,703 1,930 14,859 - 24,340 15,580 3 73 45,182 21,350 97,386 43,888 11,014 9,037 5,069 5,214 1,513 - 4,331 3,329 21,927 17,580 15,265 - 43 44 4,943 275 138 - - 561 20,389 880 42,316 18,460 55,070 25,428 152,781 104,561 (35,056) (36,114) (62,655) (43,019) 55,070 25,428
	52,204
	4,277 1,703 14,859 24,340 3
	45,182
	97,386
	11,014 5,069 1,513 4,331
	21,927
	15,265 43 4,943 138 -
	20,389
	42,316
	55,070
	152,781 (35,056) (62,655)
	55,070

The above consolidated statement of financial position should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Consolidated statement of changes in equity For the year ended 30 June 2020

Issued capital $'000 79,610 - -	Foreign currency translation reserve $'000 (109) - (285)	Loan/Share -based payment reserve $'000 (7,494) - -	Share buy- back reserve $'000 (6,399) - -	Financial assets at fair value reserve $'000 - - 2,145	Accum- ulated losses $'000 (43,181) 162 -
- - - (992) 25,943	(285) - - - -	- 866 113 992 (25,943)	- - - - -	2,145 - - - -	162 - - - -
104,561	(394)	(31,466)	(6,399)	2,145	(43,019)
Issued capital $'000 104,561 -	Foreign currency translation reserve $'000 (394) -	Loan/Share -based payment reserve $'000 (31,466) -	Share buy- back reserve $'000 (6,399) -	Financial assets at fair value reserve $'000 2,145 -	Accum- ulated losses $'000 (43,019) (94)
104,561 - -	(394) - (2,686)	(31,466) - -	(6,399) - -	2,145 - -	(43,113) (19,542) -
- - - (365) 48,585	(2,686) - - - -	- 3,294 85 365 -	- - - - -	- - - - -	(19,542) - - - -
152,781	(3,080)	(27,722)	(6,399)	2,145	(62,655)

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Consolidated statement of cash flows For the year ended 30 June 2020

Note Cash flows from operating activities Receipts from customers (inclusive of GST) Payments to suppliers and employees (inclusive of GST) Interest paid Income taxes paid Net cash provided by operating activities 30 Cash flows from investing activities Interest received Payments for property, plant and equipment Payments for intangibles Payments for security deposits Proceeds from disposal of property, plant and equipment Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares Share issue transaction costs Proceeds from settlement of loan Proceeds from exercise of share options Proceeds from borrowings Repayment of borrowings Repayment of lease liabilities Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effects of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the end of the financial year 7	Consolidated 2020 2019 $'000 $'000 112,204 99,036 (111,053) (89,097) (408) - (230) (120) 513 9,819 160 25 (1,064) (910) (14,284) (9,238) (484) (433) - 26 (15,672) (10,530) 50,000 - (1,415) - 85 - - 113 19,990 - (19,570) - (2,716) - 46,374 113 31,215 (598) 15,998 16,914 (1,208) (318) 46,005 15,998
	513
	160 (1,064) (14,284) (484) -
	(15,672)
	50,000 (1,415) 85 - 19,990 (19,570) (2,716)
	46,374
	31,215 15,998 (1,208)
	46,005

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 1. General information

On 11 March 2020, the Company changed name from Online Ventures Pty Ltd to SiteMinder Limited and also changed from a proprietary company to a public company.

SiteMinder Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

Bond Store 3 30 Windmill Street Millers Point Sydney NSW 2000 Australia

The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 September 2020. The directors have the power to amend and reissue the financial statements.

Note 2. Significant accounting policies

New or amended Accounting Standards and Interpretations adopted

The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group.

The following Accounting Standards and Interpretations are most relevant to the Group:

AASB 16 Leases

The Group has adopted AASB 16 from 1 July 2019. The standard replaces AASB 117 'Leases' and for lessees eliminates the classifications of operating leases and finance leases. Except for short-term leases and leases of low-value assets, right-of-use assets and corresponding lease liabilities are recognised in the statement of financial position. Straight-line operating lease expense recognition is replaced with a depreciation charge for the right-of-use assets (included in operating costs) and an interest expense on the recognised lease liabilities (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results improve as the operating expense is now replaced by interest expense and depreciation in profit or loss. For classification within the statement of cash flows, the interest portion is disclosed in operating activities and the principal portion of the lease payments are separately disclosed in financing activities. For lessor accounting, the standard does not substantially change how a lessor accounts for leases.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

When adopting AASB 16 from 1 July 2019, the Group has applied the following practical expedients:

applying a single discount rate to the portfolio of leases with reasonably similar characteristics;
accounting for leases with a remaining lease term of 12 months as at 1 July 2019 as short-term leases;
excluding any initial direct costs from the measurement of right-of-use assets;
using hindsight in determining the lease term when the contract contains options to extend or terminate the lease; and
not applying AASB 16 to contracts that were not previously identified as containing a lease.

Impact of adoption

AASB 16 was adopted using the modified retrospective approach and as such the comparatives have not been restated. The impact of adoption on the statement of financial position as at 1 July 2019 was as follows (increase/(decrease)):

Assets Right-of-use assets (AASB 16) Liabilities Lease liabilities - current (AASB 16) Lease liabilities - non-current (AASB 16) Other liabilities - non-current (derecognition of AASB 117 liabilities) Total liabilities Equity Accumulated losses	1 July 2019 $'000 3,295
	2,749 1,317 (677)
	3,389
	(94)

Reconciliation from operating lease commitments disclosure at 30 June 2019 to the right-of-use assets at 1 July 2019:

Operating lease commitments as at 1 July 2019 (AASB 117) Not qualified as a leases under AASB 16 Short term leases excluded under AASB 16 Other qualified leases under AASB 16 Adjusted lease commitments as at 1 July 2019 (AASB 117) Net impact of discounting* not accounted for under AASB 117 Lease liabilities as at 1 July 2019 (AASB 16) Lease incentives previously accounted for under AASB117 Impact on opening retained profits as at 1 July 2019 Right-of-use assets as at 1 July 2019 (AASB 16)	1 July 2019 $'000 13,541 (9,314) (63) 63
	4,227 (161)
	4,066
	(677) (94)
	3,295

The lease payments have been discounted based on the incremental borrowing rate of 6.25%.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

AASB 2020-4 Amendment to Australian Accounting Standards - Covid-19-Related Rent Concessions

The Group has early adopted the amendment to AASB 16 from 1 July 2019. The amendment provides a practical expedient for lessees to account for COVID-19-related rent concessions that: result in lease payments that are substantially the same as, or less than, the consideration for the lease immediately prior to the change; where any reduction in the lease payments affects only payments originally due on or before 30 June 2021; and where there is no substantive change to other terms and conditions of the lease. The practical expedient allows an entity not to assess rent concessions meeting the criteria as a lease modification. As a result, to the extent that lease concessions represent a forgiveness or waiver of lease payments, such concessions are treated as variable lease payments recognised in profit or loss with a corresponding adjustment to the lease liability. To the extent that the lease concession in substance represents a delay in lease repayments such that lease consideration is not changed, the lease liability is not extinguished. Interest continues to accrue for that period. The Group has applied the practical expedient to all rent concessions that meet the abovementioned criteria.

Basis of preparation

In the directors' opinion, the Group is not a reporting entity because there are no users dependent on general purpose financial statements.

These are special purpose financial statements that have been prepared for the purposes of complying with the Corporations Act 2001 requirements to prepare and distribute financial statements to the owners of SiteMinder Limited. The directors have determined that the accounting policies adopted are appropriate to meet the needs of the owners of SiteMinder Limited.

These financial statements have been prepared in accordance with the recognition and measurement requirements specified by the Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the disclosure requirements of AASB 101 'Presentation of Financial Statements', AASB 107 'Statement of Cash Flows', AASB 108 'Accounting Policies, Changes in Accounting Estimates and Errors', AASB 1048 'Interpretation of Standards' and AASB 1054 'Australian Additional Disclosures', as appropriate for for-profit oriented entities.

Historical cost convention

The financial statements have been prepared under the historical cost convention.

Critical accounting estimates

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the Group only. Supplementary information about the parent entity is disclosed in note 28.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of SiteMinder Limited as at 30 June 2020 and the results of all subsidiaries for the year then ended.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Foreign currency translation

The financial statements are presented in Australian dollars, which is SiteMinder Limited's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into the functional currency of the operations using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

Revenue recognition

The Group recognises revenue as follows:

Revenue from contracts with customers

Rendering of services

Revenue relating to the provision of service is recognised when the service is provided.

Interest

Interest revenue is recognised as interest accrues using the effective interest method.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Government grants

Government grants relating to costs are deferred and recognised in profit or loss over the period necessary to match them with the costs that they are intended to compensate.

Government grants received in response to the Coronavirus (‘COVID-19’) pandemic included:

(i) JobKeeper support payments in Australia - the company has received JobKeeper support payments from the Australian Government which are passed on to eligible employees. The first JobKeeper payment scheme runs for the fortnights from 30 March 2020 until 27 September 2020.
(ii) Temporary Wage Subsidy Scheme in Ireland - the company has received grants under the Scheme in Ireland which started on 26 March 2020 and runs until 31 August 2020.
(iii) Coronavirus Job Retention Scheme in England - the company has received Job Retention Scheme payments from the UK government. The scheme began on 1 March 2020 and will close on 31 October 2020.

Other non COVID-19 related grants are recognised following the successful audit for qualification for the grant and after a formal submission is made. These grants are recorded as income in the Statement of profit or loss and other comprehensive income.

Income tax

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Deferred tax assets and liabilities are always classified as non-current.

Cash and cash equivalents

Trade and other receivables

Other receivables are recognised at amortised cost, less any allowance for expected credit losses.

Contract assets

Contract assets are recognised when the Group has transferred goods or services to the customer but where the Group is yet to establish an unconditional right to consideration. Contract assets are treated as financial assets for impairment purposes.

Investments and other financial assets

Financial assets at amortised cost

Financial assets at fair value through other comprehensive income

Impairment of financial assets

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in profit and loss with a corresponding entry to other comprehensive income. In all other cases, including equity investments measured at fair value through other comprehensive income, the loss allowance is recognised through profit or loss and reduces the asset’s carrying value.

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment over their expected useful lives as follows:

Leasehold improvements 1 to 6 years Furniture and fittings 1 to 7 years Office equipment 1 to 4 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful life of the assets, whichever is shorter.

Right-of-use assets

Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its estimated useful life. The Group has depreciated the right-of-use assets over lease terms of 3 to 6 years. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Intangible assets

Goodwill

Software

Significant costs associated with software are deferred and amortised on a straight-line basis over the period of their expected benefit, being their finite useful life of 1 to 3 years.

Research and development

Development costs have a finite life of 5 years and are amortised on a systematic basis matched to the future economic benefits over the useful life of the project.

Impairment of non-financial assets

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Contract liabilities

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Lease liabilities

Provisions

Employee benefits

Short-term employee benefits

Other long-term employee benefits

Share-based payments

Equity-settled and cash-settled share-based compensation benefits are provided to employees.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.

Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.

SiteMinder shadow equity plan

The Board of Directors of the Group established the SiteMinder Shadow Equity Plan for the purpose of providing staff with an opportunity to share in the growth in value of the Company and to incentivise staff to further engage in the improvement of the Group’s performance. The Plan provides for a cash bonus to be paid to permanent staff members at the time of a Liquidity event (such as trade sale or IPO), depending on the satisfaction of vesting conditions. The grants are accounted based on recognising the expense on a straight-line basis from grant date to vest date.

The plan is considered to be a cash settled share based payment plan and therefore recorded as a liability that is subsequently measured at fair value at the end of each reporting period.

Fair value measurement

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Issued capital

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.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Business combinations

The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.

The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.

Where the business combination is achieved in stages, the Group remeasures its previously held equity interest in the acquiree at the acquisition-date fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.

Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.

The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.

Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.

Goods and Services Tax ('GST') and other similar taxes

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

Rounding of amounts

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 2. Significant accounting policies (continued)

Comparatives

Certain comparatives in the statement of profit or loss and other comprehensive income and the statement of financial position have been reclassified to align with current year presentation. There was no change to the net assets or loss for the year as a result of any reclassification.

New Accounting Standards and Interpretations not yet mandatory or early adopted

Conceptual Framework for Financial Reporting (Conceptual Framework)

AASB 2020-2 Amendments to Australian Accounting Standards - Removal of Special Purpose Financial Statements for Certain For-Profit Private Sector Entities and AASB 1060 General Purpose Financial Statements - Simplified Disclosures for For-Profit and Not-for-Profit Tier 2 Entities

These standards are applicable to annual reporting periods beginning on or after 1 July 2021. AASB 2020-2 will prohibit certain for-profit entities from preparing special purpose financial statements and AASB 1060 provides a new Tier 2 reporting framework with simplified disclosures that are based on the requirements of IFRS for SMEs. Given that the Group will be moving to general purpose financial statements in the future, there is likely to be increased disclosure for areas such as key management personnel, related parties, tax and financial instruments; and some disclosures will be removed. If the Group adopts the standards prior to the mandatory application date it will be able to take advantage of certain special transitional disclosure relief relating to comparative information in the first year of adoption.

Note 3. Critical accounting judgements, estimates and assumptions

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 using either the Binomial or BlackScholes model 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 assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Useful life of capitalised development costs

The Group regularly considers the useful life of development costs, which is currently estimated to be 5 years. In determining the appropriate useful life for these assets a range of factors is taken into account including the specific nature of the asset created, risk of technical obsolescence, business performance and market conditions. To the extent that there is a change to the useful life of these assets (not related to impairment) the amortisation charge is changed prospectively.

Impairment of non-financial assets (other than goodwill and other indefinite life intangible assets)

The Group assesses impairment of non-financial assets (other than goodwill and other indefinite life intangible assets) at each reporting date by evaluating conditions specific to the Group 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.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 3. Critical accounting judgements, estimates and assumptions (continued)

Income tax

Note 4. (Loss)/profit before income tax expense

(Loss)/profit before income tax includes the following specific expenses: Depreciation, amortisation and impairment Property, plant and equipment Right-of-use assets Intangible assets Impairment of right-of-use assets Impairment of intangible assets Total depreciation, amortisation and impairment Allowance for expected credit losses Allowance for expected credit losses Finance costs Interest and finance charges paid/payable on lease liabilities Net loss on disposal Net loss on disposal of non-current assets Leases Minimum lease payments (AASB 117) Short-term and low-value assets lease payments Employee benefits expense* Employee benefits expense is comprised of: Employee benefits Expenses associated with shared based payment plans (note 2) Expenses associated with shadow equity program (note 2) Government grants received - COVID-19 (note 2)	Consolidated 2020 2019 $'000 $'000 1,203 950 2,834 - 5,846 3,364 773 - 627 - 11,283 4,314 4,561 1,085 408 - 48 - - 2,557 1,017 - 1,017 2,557 97,297 70,501 93,439 69,635 3,294 866 4,712 - (4,148) - 97,297 70,501
	11,283
	4,561
	408
	48
	- 1,017
	1,017
	97,297
	93,439 3,294 4,712 (4,148)
	97,297

Costs incurred in relation to employee benefits amounting to $15,230,000 (2019: $9,044,000) are directly attributable to development activities and therefore capitalised in intangible assets.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 5. Business development grant

Business development grant	Consolidated 2020 2019 $'000 $'000 1,087 -

The business development grant is funding received from the Industrial Development Agency (Ireland) in return for establishing and carrying on an undertaking in Ireland.

Note 6. Other income

Net gain on disposal of property plant and equipment Net foreign exchange gain Other income	Consolidated 2020 2019 $'000 $'000 - 19 2,224 801 218 - 2,442 820
	2,442

Note 7. Current assets - cash and cash equivalents

Cash at bank	Consolidated 2020 2019 $'000 $'000 46,005 15,998

For the purposes of the consolidated statement of cash flows, cash and cash equivalents includes cash on hand and at banks. Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows are reconciled to the related items in the consolidated statement of financial position as above.

Note 8. Current assets - trade and other receivables

Trade receivables Less: Allowance for expected credit losses Other receivables Prepayments Income tax refund due	Consolidated 2020 2019 $'000 $'000 5,823 3,810 (3,321) (413) 2,502 3,397 1,710 144 1,157 1,670 65 - 5,434 5,211
	2,502
	1,710 1,157 65
	5,434

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 9. Current assets - contract assets

Note 9. Current assets - contract assets
	Consolidated
	2020	2019
	$'000	$'000
Contract assets	765	1,329

Note 10. Non-current assets - other financial assets

Note 10. Non-current assets - other financial assets
Investment - at fair value through other comprehensive income Security deposits Long term deposits	Consolidated 2020 2019 $'000 $'000 2,229 2,229 2,022 1,538 26 - 4,277 3,767
	4,277

Investment refers to a 5.8% interest in Rezdy Pty Ltd (ACN: 153 242 632) purchased in 30 April 2012.

Note 11. Non-current assets - property, plant and equipment

Leasehold improvements - at cost Less: Accumulated depreciation Fixtures and fittings - at cost Less: Accumulated depreciation Office equipment - at cost Less: Accumulated depreciation	Consolidated 2020 2019 $'000 $'000 1,793 1,984 (1,157) (1,203) 636 781 743 823 (540) (438) 203 385 2,598 2,145 (1,734) (1,381) 864 764 1,703 1,930
	636
	743 (540)
	203
	2,598 (1,734)
	864
	1,703

Note 12. Non-current assets - right-of-use assets

Land and buildings - right-of-use Less: Accumulated depreciation	Consolidated 2020 2019 $'000 $'000 15,502 - (643) - 14,859 -
	14,859

The Group leases buildings for its offices under agreements of between 3 to 6 years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 12. Non-current assets - right-of-use assets (continued)

Reconciliation

Reconciliation of the written down values at the beginning and end of the current and previous financial year is set out below:

Recognition on initial application of AASB 16 - 1 July 2019 Additions Terminations Impairment expense Depreciation expense Exchange movements Balance at 30 June 2020	Land and buildings $'000 3,295 15,502 (391) (773) (2,834) 60
	14,859

As a result of the COVID-19 pandemic, regulations were imposed by governments regarding quarantining, travel and social distancing. To comply with these regulations, on 17 March 2020, the Group issued a global directive to staff to work from home and closed its offices. The directive was extended to 31 December 2020 due to the ongoing risk of infection. In addition, the consolidation of the Sydney Australia offices to the new premises in Millers Point have rendered the previous multiple locations redundant.

Further to the work-from-home directive and the ongoing risk posed by COVID-19, most of the Group’s leased premises remained empty of staff at reporting date and are expected to remain so until their respective termination dates. The leases for a number of these premises terminate prior to 31 December 2020. Management determined that these leased premises no longer contribute value to the Group’s business and the related lease Right-of-use assets were impaired in full for the following locations:

Harrington Street, Sydney, Australia
Galway, Ireland
London, England
Dallas, USA

The impairment expense of $773,000 is included in depreciation, amortisation and impairment expense in the Statement of profit or loss and other comprehensive income.

Note 13. Non-current assets - intangibles

Note 13. Non-current assets - intangibles
Goodwill - at cost Software - at cost Less: Accumulated amortisation Intangible assets - at cost Less: Accumulated amortisation*	Consolidated 2020 2019 $'000 $'000 632 632
	869 (351)	867 (174)
	518	693
	37,255 (14,065)	23,038 (8,783)
	23,190	14,255
	24,340	15,580

Accumulated amortisation includes impairment of $627,000 (2019: $nil).

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 13. Non-current assets - intangibles (continued)

Goodwill relates to the purchase of Globekey Systems Pty Ltd and is mainly attributable to the synergies from integrating the company into the Group’s existing technology business.

Note 14. Current liabilities - trade and other payables

Trade payables GST, VAT and sales tax liabilities Employment taxes payable Income tax payable Other payables and accruals	Consolidated 2020 2019 $'000 $'000 2,049 2,989 632 606 3,294 1,484 - 5 5,039 3,953 11,014 9,037
	11,014

Note 15. Current liabilities - contract liabilities

Contract liabilities Note 16. Current liabilities - lease liabilities Lease liability Refer to note 18 for further information.	Consolidated 2020 2019 $'000 $'000 5,069 5,214 Consolidated 2020 2019 $'000 $'000 1,513 -

Note 17. Current liabilities - employee benefits

Annual leave Long service leave Employee benefits	Consolidated 2020 2019 $'000 $'000 3,592 2,120 432 274 307 935 4,331 3,329
	4,331

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 18. Non-current liabilities - lease liabilities

Lease liability	Consolidated 2020 2019 $'000 $'000 15,265 -

Reconciliation

Reconciliation of the lease liability (current and non-current) at the beginning and end of the current financial year are set out below:

Recognition on initial application of AASB 16 - 1 July 2019 Additions Terminations Interest expense Repayment of lease liabilities and interest expense Rent relief Exchange movements Balance at 30 June 2020 Representing: Lease liability (current) Lease liability (non-current)	$'000 4,066 16,165 (457) 408 (3,124) (384) 104
	16,778
	1,513 15,265
	16,778

Note 19. Non-current liabilities - employee benefits

Note 19. Non-current liabilities - employee benefits
Long service leave Shadow equity liability Other	Consolidated 2020 2019 $'000 $'000 228 264 4,712 - 3 11
	4,943	275

Note 20. Non-current liabilities - provisions

Lease make good	Consolidated 2020 2019 $'000 $'000 138 -

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 21. Equity - issued capital

Ordinary shares - fully paid A class shares fully paid Series A convertible preference shares - fully paid Series B convertible preference shares - fully paid Series C convertible preference shares - fully paid Series D convertible preference shares - fully paid Management loan funded shares - fully paid	2020 Shares 2,522,692 776,012 645,953 1,065,568 507,992 136,556 542,729	Consolidated 2019 2020 Shares $'000 2,861,680 1,721 - 51,724 708,860 5,103 1,138,797 30,946 507,992 19,911 136,556 9,955 549,515 33,421 5,903,400 152,781	Consolidated 2019 2020 Shares $'000 2,861,680 1,721 - 51,724 708,860 5,103 1,138,797 30,946 507,992 19,911 136,556 9,955 549,515 33,421 5,903,400 152,781	2019 $'000 2,209 - 5,600 33,100 19,911 9,955 33,786 104,561
	6,197,502	5,903,400	152,781

Ordinary shares

Ordinary shares entitle the holder to participate in any dividends declared and any proceeds attributable to shareholders should the company be wound up, in proportions that consider both the number of shares held and the extent to which those shares are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised capital.

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.

A class shares

A class shares do not have any voting rights.

Convertible preference shares

Each convertible preference share confers all the rights attaching to one fully paid ordinary share with the addition of a preferential right of return on capital on a winding up or distribution of proceeds of sale.

Management loan funded shares

Note 22. Equity - reserves

Note 22. Equity - reserves
Foreign currency translation reserve Loan/Share-based payments reserve Share buy-back reserve Financial assets at fair value reserve	Consolidated 2020 2019 $'000 $'000 (3,080) (394) (27,722) (31,466) (6,399) (6,399) 2,145 2,145 (35,056) (36,114)
	(35,056)

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 22. Equity - reserves (continued)

Foreign currency translation reserve

The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Financial assets at fair value reserve

The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income.

Loan/Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Share buy-back reserve

The reserve is used to recognise contributions made by the company to buy-back issued capital.

Financial assets at fair value reserve

The reserve is used to recognise increments and decrements in the fair value of financial assets at fair value through other comprehensive income.

Movements in reserves

Movements in each class of reserve during the current and previous financial year are set out below:

Consolidated Balance at 1 July 2018 Foreign currency translation Share-based payments Exercise of share options Management shares returned Management shares issues Gain on the revaluation of financial assets Balance at 30 June 2019 Foreign currency translation Share-based payments Settlement of loans Management shares returned Balance at 30 June 2020	Foreign currency translation reserve $'000 (109) (285) - - - - -	Loan/share- based payment reserve $'000 (7,494) - 866 113 992 (25,943) -	Share-buy back reserve $'000 (6,399) - - - - - -	Financial assets at fair value reserve $'000 - - - - - - 2,145	Total $'000 (14,002) (285) 866 113 992 (25,943) 2,145
	(394) (2,686) - - -	(31,466) - 3,294 85 365	(6,399) - - - -	2,145 - - - -	(36,114) (2,686) 3,294 85 365
	(3,080)	(27,722)	(6,399)	2,145	(35,056)

Note 23. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 24. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Deloitte Touche Tohmatsu, the auditor of the Company:

Audit services - Deloitte Touche Tohmatsu Audit of the financial statements Other services - Deloitte Touche Tohmatsu Preparation of the tax return	Consolidated 2020 2019 $ $ 110,000 118,500	Consolidated 2020 2019 $ $ 110,000 118,500
	8,925	8,000
	118,925	126,500

Note 25. Contingent liabilities

Note 25. Contingent liabilities
	Consolidated
	2020	2019
	$'000	$'000
Deferred Bonus Plan
The Group has implemented a deferred bonus plan to incentivise and reward key employees
for continuing to contribute to the success of the Group until a “Realisation Event” occurs.
At reporting date, no realisation event had occurred and it is not practicable to estimate the
time of the realisation event.	225	225

Note 26. Commitments

Lease commitments - operating Committed at the reporting date but not recognised as liabilities, payable: Within one year One to five years	Consolidated 2020 2019 $'000 $'000 - 5,990 - 7,551	Consolidated 2020 2019 $'000 $'000 - 5,990 - 7,551
	-	13,541

Operating lease commitments were disclosed under the requirements of AASB 117 'Leases'. AASB 117 was superseded by AASB 16 'Leases' effective 1 July 2019. Operating leases commitments are no longer disclosed under AASB 16.

Note 27. Credit facilities

The Group has a credit facility of $15,000,000 (2019: $15,000,000) from Silicon Valley Bank available to it. As at 30 June 2020, and to the date of signing of this report, the facility is undrawn.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 28. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of profit or loss and other comprehensive income

Loss after income tax Other comprehensive income for the year, net of tax Total comprehensive loss Statement of financial position Total current assets Total non-current assets Total assets Total current liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Total equity	Parent 2020 2019 $'000 $'000 (23,978) (2,206) - - (23,978) (2,206) Parent 2020 2019 $'000 $'000 36,935 7,622 73,891 54,073 110,826 61,695 14,900 12,840 19,201 558 34,101 13,398 76,725 48,297 152,781 104,560 (31,509) (35,722) (44,547) (20,541) 76,725 48,297
	73,891
	110,826
	14,900
	19,201
	34,101
	76,725
	152,781 (31,509) (44,547)
	76,725

Guarantees entered into by the parent entity in relation to the debts of its subsidiaries

The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2020 and 30 June 2019.

Contingent liabilities

The parent entity had contingent liabilities in the form of a Deferred Bonus Plan as detailed in note 25. The value of the contingent liabilities at 30 June 2020 and 30 June 2019 were $225,000 and $225,000 respectively.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment as at 30 June 2020 and 30 June 2019.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 28. Parent entity information (continued)

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the following:

Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of an impairment of the investment.

Note 29. Interests in subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:

		Ownership	interest
	Principal place of business /	2020	2019
Name	Country of incorporation	%	%
SiteMinder Distribution Limited	United Kingdom	100%	100%
SiteMinder Hospitality Corporation	United States of America	100%	100%
Globekey Systems Pty Ltd**	Australia	100%	100%
SiteMinder Pay Pty Ltd	Australia	100%	100%
Online Ventures Hospitality Limited	Ireland	100%	100%
Online Ventures Limited*	New Zealand	100%	100%
Online Ventures (Thailand) Limited*	Thailand	100%	100%
SiteMinder (India) Private Limited***	India	100%	-

Prior to incorporation, entities operated as representative offices of SiteMinder Limited. ** Globekey Systems Pty Ltd is currently in the process of being deregistered.
*** SiteMinder (India) Private Limited was registered on 9 August 2019.

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Notes to the consolidated financial statements 30 June 2020

Note 30. Reconciliation of (loss)/profit after income tax to net cash provided by operating activities

(Loss)/profit after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Impairment of non-current assets
Write off of property, plant and equipment
Net loss/(gain) on disposal of non-current assets
Share-based payments
Foreign exchange differences
Net allowance for expected credit losses
Interest income received
Rent relief
Change in operating assets and liabilities:
Increase in trade receivables, other receivables and contract assets
Decrease/(increase) in deferred tax assets
Increase in income tax refund due
Increase in trade and other payables
Decrease in provision for income tax
Increase/(decrease) in deferred tax liabilities
Increase in employee benefits
Increase/(decrease) in contract liabilities
Increase in other liabilities
Net cash provided by operating activities

Consolidated
2020
2019
$'000
$'000
(19,542)
162
9,883
4,314
1,400
-
-
3
48
(19)
3,294
866
(2,763)
(860)
4,561
1,085
(160)
(25)
(384)
-
(4,220)
(2,298)
70
(70)
(65)
-
2,734
4,610
(5)
-
(1)
30
5,670
1,014
(145)
981
138
26
513
9,819

513

Note 31. Events after the reporting period

SiteMinder Limited and its controlled entities (Formerly known as Online Ventures Pty Ltd) Directors' declaration 30 June 2020

In the directors' opinion:

the Group is not a reporting entity because there are no users dependent on general purpose financial statements. Accordingly, as described in note 2 to the financial statements, the attached special purpose financial statements have been prepared for the purposes of complying with the Corporations Act 2001 requirements to prepare and distribute financial statements to the owners of SiteMinder Limited;
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards as described in note 2 to the financial statements, the Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June 2020 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors

_________ Sankar Narayan Director

30 September 2020

Deloitte Touche Tohmatsu ABN 74 490 121 060 Grosvenor Place 225 George Street Sydney, NSW, 2000 Australia

Phone: +61 2 9322 7000 www.deloitte.com.au

Independent Auditor’s Report to the

members of Siteminder Limited

Opinion

We have audited the financial report, being a special purpose financial report, of Siteminder Limited and its subsidiaries (the “Group”) which comprises the consolidated statement of financial position as at 30 June 2020, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and 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 2020 and of its financial performance for the year then ended; and
(ii) complying with Australian Accounting Standards to the extent described in Note 2 and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter – Basis of Accounting

We draw attention to Note 2 to the financial report, which describes the basis of accounting. The financial report has been prepared for the purpose of fulfilling the directors’ financial reporting responsibilities under the Corporations Act 2001 . As a result, the financial report may not be suitable for another purpose. Our opinion is not modified in respect of this matter.

Other Information

The directors are responsible for the other information. The other information comprises the information included in the Directors’ Report, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

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 and have determined that the basis of preparation described in Note 2 to the financial report is appropriate to meet the requirements of the Corporations Act 2001 and is appropriate to meet the needs of the members. The directors’ responsibility also includes 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.

Auditor’s Responsibilities for the Audit of the Financial Report

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group’s audit. We remain solely responsible for our audit opinion.

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DELOITTE TOUCHE TOHMATSU

==> picture [82 x 39] intentionally omitted <==

Joshua Tanchel Partner Chartered Accountants Sydney, 7 October 2020

AI assistant

SITEMINDER LIMITED — Annual Report 2021

65760_rns_2021-11-04_97c1c997-b1b9-4607-aed2-6cf445bb25dc.pdf

SiteMinder Limited and its controlled entities ABN 59 121 931 744

Directors

Principal activities

Dividends

Review of operations

Significant changes in the state of affairs

Matters subsequent to the end of the financial year

Capital injection

Secondary sale of shares

Initial Public Offering ('IPO')

COVID-19

Likely developments and expected results of operations

Environmental regulation

Meetings of directors

Shares under option

Shares issued on the exercise of options

Indemnity and insurance of officers

Indemnity and insurance of auditor

Proceedings on behalf of the Company

Rounding of amounts

Auditor's independence declaration

SiteMinder Limited and its controlled entities Consolidated statement of profit or loss and other comprehensive income For the year ended 30 June 2021

SiteMinder Limited and its controlled entities Consolidated statement of changes in equity For the year ended 30 June 2021

Note 1. General information

Note 2. Significant accounting policies

New or amended Accounting Standards and Interpretations adopted

Initial adoption of AASB 1 'First-time Adoption of Australian Accounting Standards'

Basis of preparation

Historical cost convention

Note 2. Significant accounting policies (continued)

Critical accounting estimates

Parent entity information

Principles of consolidation

Operating segments

Foreign currency translation

Foreign currency transactions

Foreign operations

Note 2. Significant accounting policies (continued)

Revenue recognition

Revenue from contracts with customers

1. Recurring subscription revenue

2. Recurring transaction revenue

Contract assets

Contract liabilities

Note 2. Significant accounting policies (continued)

Refund liabilities

Interest

Other income

Cost of sales

Government grants

Software-as-a-Service (SaaS) arrangements

Note 2. Significant accounting policies (continued)

Income tax

Current and non-current classification

Cash and cash equivalents

Trade and other receivables

Note 2. Significant accounting policies (continued)

Derivative financial instruments

Investments and other financial assets

Financial assets at amortised cost

Financial assets at fair value through other comprehensive income

Impairment of financial assets

Property, plant and equipment

Note 2. Significant accounting policies (continued)

Right-of-use assets

Intangible assets

Goodwill

Software

Research and development

Note 2. Significant accounting policies (continued)

Impairment of non-financial assets

Trade and other payables

Borrowings

Lease liabilities

Finance costs

Provisions

Employee benefits

SITEMINDER LIMITED Annual Report 2021