2021 Annual Report.
VISION.
To simplify
premium media
trading through
technology and
collaboration.
CONTENTS.
2 A Message from the Chairman
4 A Message from the CEO
6 Directors’ Report
18 Remuneration Report
27 Auditors Independence Declaration
28 Consolidated Statement of Profit or Loss
and Other Comprehensive Income
29 Consolidated Statement of Financial Position
30 Consolidated Statement of Changes in Equity
31 Consolidated Statement of Cash Flows
32 Notes to the Financial Statements
72 Directors’ Declaration
73 Independent Audit Report to the Members
77 Corporate Governance Statement
77 Shareholder Information
78 Corporate Directory
Adslot 2021 Annual Report
1
A MESSAGE FROM
THE CHAIRMAN.
Dear Shareholder,
The 2021 financial year was a challenging year for both the Company and the
media industry as a whole, as the worldwide response to COVID-19 disrupted
economies and changed the way we work.
Despite these challenges, the Company has emerged better placed than
ever to take advantage of the changing environment, with proven products,
contracts with the industry’s biggest players and a series of macro trends
working in the Company’s favour.
I would firstly like to thank all our dedicated employees for the significant efforts and sacrifices they have
made this past year. Our team agreed to take voluntary salary cuts in order to preserve and sustain the
business while also rising to the challenges of working from home. All this, while continuing to develop world
class products and manage key client relationships remotely.
The team’s resilience saw them deliver consistently on the Company’s key objectives. Over the year, the
Company continued to execute agreements with the world’s largest advertising companies, commenced
activation of a number of these agreements and delivered a strong record year for total
transaction value (TTV) on the Adslot Media platform. An achievement worthy of
recognition.
Of course, none of this would be possible without the continued support and
patience of all our loyal and long-standing investors, who supported us in our
capital raising in December last year, without whom we wouldn't have been able
to get to this point. Their support has helped to put the Company in prime position
for significant adoption, activation and growth in the coming financial year. We very
much look forward to repaying the faith of our shareholders.
“Despite these
challenges, the
Company has
emerged better
placed”
Finally, I would like to welcome the appointment of Tom Triscari to the board. The addition of such a highly-
regarded industry professional to our team will assist both our corporate and commercial endeavours in the
critical US market. We are delighted to have him on board.
There is much to be excited about in the coming year, and I look forward to sharing the Company’s successes
with you as we progress.
Yours sincerely,
Andrew Barlow
Executive Chairman
2
Adslot 2021 Annual Report
Adslot 2021 Annual Report
3
A MESSAGE FROM
THE CEO.
During FY2021, the Company continued to make significant progress on
its core objectives, despite a number of continuing external challenges.
Notably the impact and disruption of the COVID-19 pandemic on the media
and advertising industries saw delays in expected sales and activation
activities. In addition, measures to assist clients in cost management
during this period saw a reduction in license fee revenues for the year.
Notwithstanding this, the Company ended the year far better than it has
ever been placed to deliver on its opportunity and promise.
A particular highlight of the year was the substantial increase in Total Transaction Value
(TTV) on the Adslot Media platform. This number which represents the total value of
media traded via the platform grew by 82% to exceed $28m for the year. Growth
in trading was seen across multiple markets including Europe, the UK and the
United States.
During FY2021, the Company continued to focus on its pursuit of Master Service
Agreements (MSAs) with the largest agency groups across the world. During the
“The progress
the Company
made during the
past year sets
it up well”
year, an MSA was executed with GroupM, ensuring that the Company now has trading
arrangements in place with five of the six largest agency holding companies in the world.
In addition, the Company executed an MSA with the media division of S4 Capital, a fast-emerging digital
advertising and marketing services business established by Sir Martin Sorrell in 2018. These agreements
now in place with the largest and most influential buyers of media are a critical component to Adslot’s
pathway to substantial scaling of trading on the Adslot Media platform and corresponding growth in
trading fee revenues.
Further, during the year, the Company saw the emergence of new and unique use cases for the
Adslot Media platform. The most substantial of these was the development of white-labelled partner
marketplaces powered by the platform, whereby buyers can deploy a branded, custom version of the
Adslot Media marketplace with their own curated publisher community and commercial terms.
During FY2021, the Company saw trading or activation from a growing number of such marketplaces
including Orion Worldwide (IPG) and GroupM’s Global Premium Supply Initiative (WPP), as well as
Flowershop Media, a pioneering cannabis-focused media agency requiring a compliant-enabled
media marketplace. The Company firmly believes that these partner marketplaces represent a unique
and highly valuable use case and will be a key driver of growth over the short and medium term.
4
Adslot 2021 Annual Report
Whilst revenue for the Symphony platform was reduced due in part to the negotiation of reductions
in non-market related fees and temporary tier caps with GroupM, a number of successful milestones
were achieved which will set up Symphony for a return to growth in 2022 and beyond. These included:
• The successful deployment of Symphony for Omnicom Media Group (OMG) in the Netherlands; this
represented the first such deployment for that agency group and country thereby adding greater
client and geographic diversity.
• The deployment for OMG Netherlands represented the first joint implementation following
the execution of a partnership with leading European ERP software provider Marathon.
The Company is expanding its joint marketing of an integrated Adslot – Marathon offering which
it expects to gain traction with agencies in Europe and beyond.
• The conclusion of negotiations with GroupM
regarding an extension to the term of its
Symphony agreement and the inclusion of
Adslot Media terms to all active Symphony
markets. This agreement was subsequently
signed in August 2021.
The progress the Company made during the
past year sets it up well to take advantage of
several significant macro trends which have
been developing in the advertising industry
in recent times. Key among these is a flight
to quality from advertisers in parallel with a
strong desire for buyers and sellers of advertising to transact via increasingly direct relationships to
reduce supply chain intermediary friction. Both of these dynamics talk directly to the core features
and benefits that Adslot’s platform suite provides, which is increasingly observable across our
dealings with large agencies and publishers alike.
This combination of proven products and strong contractual positions with key players supported by
clear macro trends taking shape across the industry and moving in our direction give the Company
great confidence that 2022 will a favourable year in which we deliver on our long-standing potential.
Ben Dixon
CEO and Executive Director.
Adslot 2021 Annual Report
5
Director’s
Report
DIRECTORS’
REPORT.
Mr Andrew Barlow
Chairman
Mr Ben Dixon
CEO and Executive Director
Mr Adrian Giles
Non-Executive Director
Your Directors present
Andrew Barlow is the Founder
Ben Dixon has over 25 years’
Adrian Giles is an
their report, together
and Non-Executive Chairman
experience in the advertising
entrepreneur in the Internet
with the financial
of Adslot.
and ad-tech industries.
and Information Technology
report of Adslot Ltd
An experienced technology
This includes both media
industries. In 1997 Mr Giles
ACN 001 287 510 (‘the
entrepreneur, Mr Barlow co-
planning and strategy
co-founded Sinewave
Company’) and its
controlled entities
founded online competitive
intelligence company, Hitwise,
roles at leading agencies
groups such as Publicis
Interactive which pioneered
the concept of marketing a
(‘the Group’) for the
with Adrian Giles in 1997.
and Omnicom. During this
website using search engines
financial year ended
Hitwise was ranked one of
period, he was involved in the
and was the first company
30 June 2021 and
the Top 10 fastest growing
development of digital media
in Australia to offer Search
the auditor’s report
companies by Deloitte for five
strategies for a number of
Engine Optimisation (SEO) as
thereon.
years running, before being
prominent technology and
a service.
sold to Experian Group (LSX.
telecommunications brands
Mr Giles co-founded Hitwise
EXPN) in May 2007.
in Australia.
which grew over 10 years
Mr Barlow was also Founder
Mr Dixon was then a
to become one of the most
and CEO of Max Super, an
founder of Facilitate Digital
recognised global internet
online retail superannuation
where he was involved
measurement brands in the
fund sold to Orchard Funds
in conceptualizing and
USA, UK, Australia, NZ, Hong
Management in 2007.
developing the Symphony
Kong, and Singapore. Whilst
Mr Barlow also led the seed
Media workflow platform.
positioning the company
investment round in Nitro
During his tenure as Chief
for a NASDAQ listing in early
Software Limited (ASX: NTO)
Executive Officer at Facilitate
2007 Hitwise was sold to
and served as a non-executive
Digital he oversaw the
Experian (LSX: EXPN) in one
director and strategic advisor
international expansion
of Australia’s most successful
to Nitro (from January 2007
of Symphony and its first
venture capital backed trade
until August 2020).
adoption by global agency
sales.
Mr Barlow is also the Founder
of Venturian, a privately-
groups. Following the
acquisition of Facilitate Digital
Mr Giles is also Chairman
of Fortress Esports - an
owned venture capital fund
by Adslot in late 2013 he
esports and video game
with investments in early-
became an Executive Director
entertainment company.
stage technology companies
of Adslot Limited.
Mr Giles is Chair of the
with unique IP, highly scalable
Mr Dixon was appointed Chief
Remuneration Committee
business models and global
Executive Officer of Adslot in
and a member of the Audit &
market potential, currently
February 2018.
Risk Committee.
focused on emerging fintech
and crypto platforms.
In July 2020, Mr Barlow
became Non-Executive
Chairman (from Executive
Chairman). Mr Barlow is also a
member of the Remuneration
Committee.
6
Adslot 2021 Annual Report
Ms Sarah Morgan
Non-Executive Director
Mr Andrew Dyer
Non-Executive Director
Mr Tom Triscari
Non-Executive Director
Ms Felicity Conlan
Company Secretary
Sarah Morgan has
Andrew Dyer is a Senior
Tom Triscari is a
Felicity Conlan brings
extensive experience
Partner Emeritus and
leading expert in the
to the Group extensive
in the finance industry,
Senior Advisor of The
programmatic adtech
experience in the
primarily as part of
Boston Consulting Group
industry. He is the
media/advertising and
independent corporate
(BCG). Mr Dyer is a
founder and CEO of
technology sectors
advisory firm Grant
Samuel. Ms Morgan
member of BCG’s global
Senior Partner Emeritus
has been involved in
Council.
Lemonade Projects,
a programmatic
innovation agency
where she has held
General Manager
- Finance and CFO
public and private
company mergers
Mr Dyer is a member of
based in NYC running
roles with companies
the Advisory Committee
strategic projects
including M&C Saatchi,
and acquisitions, as
of the recently created
and experiments at
Network Ten, Beattie
well as equity and
Digital Financial
the intersection of
McGuinness Bungay
debt capital raisings.
Cooperative Research
economics, game theory,
(London) and Genero
She holds a degree
Centre and a member of
and principles of radical
Media.
in Engineering and
the Finance Committee
transparency.
Ms Conlan is a Fellow
a Master of Business
of the Council of the
Mr Triscari's programmatic
of CPA Australia and
Administration from the
Australian National
experience began in 2007
a member of the
University of Melbourne
University.
developing addressable
Australian Institute of
and is a Graduate of
In his 27 years with BCG
TV and data product
Company Directors.
Australian Institute of
Mr Dyer supported senior
requirements as a
Company Directors.
executives in leading
consultant for Project
Ms Morgan is a Non-
companies around the
Canoe in New York, an
Executive Director of
world. He also held
initiative led by Comcast
Nitro Sof tware Limited
local, regional and global
and Time Warner.
(from November 2019),
leadership positions,
He managed a multi-
Future Generation
including leading BCG’s
market team at Yahoo!
Global Investment
Company Limited (from
People & Organization
and Enablement
Europe in Barcelona
with responsibility for
July 2015) and Whispir
Practices. He was also a
Right Media, the first
Limited (from January
member of BCG’s global
programmatic exchange.
2019). Ms Morgan was
Executive Committee
At pre-IPO Criteo in
previously a Non-
and held roles on several
London, Tom built and
Executive Director of
BCG Board Committees.
managed supply-side
Hansen Technology
Prior to joining BCG in
and data science teams.
Limited (from October
1994, Mr Dyer worked
Tom was brought on
2014 to December 2019).
for the Commonwealth
as CEO to reposition
Ms Morgan is Chair
Bank and the Australian
Amsterdam-based Yieldr,
of the Audit and Risk
Federal Government.
a DSP platform. In 2015,
Committee.
Mr Dyer is a member
Tom founded Labmatik,
of the Audit & Risk
a programmatic
Committee and a member
transformation
of the Remuneration
consultancy.
Committee.
Adslot 2021 Annual Report
7
PERFORMANCE.
2021 RESULTS.
ADSLOT MEDIA.
Total Transaction Value $28.3m up 82% on prior year
Trading Fee Revenue $1.1m up 43% on prior year
Trading Activity (number of orders) 2,010 up 60% on prior year
New partner marketplaces established, expected to drive growth
in TTV into FY22
GroupM Global Premium Supply initiative
IPG/Kinesso Health, Wellness & Lifestyle
FlowerShop Media Cannabis compliance media marketplace
Growth in demand continues:
Formal MSAs in place with four of the six largest global media
agency holding companies – WPP / GroupM, IPG / Matterkind,
Havas and Dentsu / Amplifi.
MSA signed with Sir Martin Sorrell’s leading-edge media
company S4 Capital and its subsidiary agencies, Firewood
marketing and Media Monks.
Growth in supply continues with 18 key premium publishers
added to the marketplace.
8
Adslot 2021 Annual Report
SYMPHONY.
Licence Fee Revenue $4.6m down 31% - due to COVID related
GroupM reductions to development and resourcing fees and
temporary fee reductions and market tier caps
$6 billion total annualised Media Spend managed via Symphony,
returned to pre-COVID levels
Partnership and integration with Marathon, opening up new
European market opportunities
Activation of Omnicom Media Group in the Netherlands under a
multi-year agreement
Conclusion of negotiations with GroupM regarding mutually
beneficial amendments to the multi-market Master Services
Agreement, extending the term of the MSA to at least July
2024, including extension of trading terms for the Adslot Media
marketplace to Symphony markets.
GROUP.
Group Revenue $9.6m down 9% on prior year
Trading Technology revenues $6.4m down 21% on prior year
Adjusted EBITDA Loss $2.4m increased by 103% on prior year
While Adslot Media trading fee revenues grew by 43%, these
were offset by a lowering of Symphony licence fees resulting in a
reduction in overall Group performance.
Adslot 2021 Annual Report
9
Directors’ Report
Operating Results
Trading technology revenue
Total revenue and other income
EBITDA (loss)
Adjusted EBITDA (loss) 1
NPAT (loss)
Adjusted NPAT (loss) 1
2021
$
6,434,298
9,622,603
(2,429,954)
2020
$
Movement
$
%
8,115,100
(1,680,802)
(21%)
10,572,950
(950,347)
(12,725,348)
10,295,394
(9%)
81%
(2,429,954)
(1,197,614)
(1,232,340)
(103%)
(6,280,774)
(6,280,774)
(16,617,725)
10,336,951
62%
(5,089,991)
(1,190,783)
(23%)
Group revenues for FY21 were $9,622,603 a decrease of 9% versus FY20 ($10,572,950).
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation in FY21
was $2,429,954, an 81% reduction in losses versus FY20 ($12,725,348).
The Consolidated Group operating loss after tax of $6,280,774 is 62% lower than the loss for the prior year of
$16,617,725.
Review of Operations
FY21 continued to present challenges for businesses globally with the ongoing impacts of COVID-19 pandemic
on employees, business and financial markets.
Despite these challenges, total revenue and other income for FY21 reduced by only 9% compared to the
corresponding period to 30 June 2020. This result was driven by a growth in Adslot Media trading fee revenues
of 43% to $1.1 million compared to the prior year, offset by a lowering of licence fees from $7.2 million in FY20
to $5.2 million in FY21. The reduction in license fees incorporated both temporary and permanent fee
reductions as part of a mutually beneficial renegotiation and extension of GroupM’s Symphony agreement
negotiated over 2020.
The Company continued to focus on the following key strategies for the business in FY21:
1. Adslot Media
• Activate contracted agency groups to drive growth in trading activity;
• Continue to secure Master Service Agreements (MSAs) with agency holding companies;
• Deploy further markets for the integrated Symphony – Adslot Media platform;
• Secure additional activations of private marketplace instances of Adslot Media;
2. Symphony
• Pursue further deployments for Symphony with existing and prospective clients; and
3. Operations
• Maintain focus on the cost base of the business.
During FY21, Adslot Media achieved its highest Total Transaction Value 2 (TTV) result which reflected the
activation of new buyers on the Adslot Media platform. This was driven by a significant improvement in trading
activity on the Adslot Media platform from European agencies and from newly contracted opportunities in the
US market.
Activation of signed MSAs and implementation of new partner marketplaces accelerated towards the end of
FY21. As a result, significant improvement in Adslot Media trading activity from the US and UK markets is
anticipated in FY22.
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10
10 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Directors’ Report
Operating Results
Trading technology revenue
Total revenue and other income
EBITDA (loss)
Adjusted EBITDA (loss) 1
NPAT (loss)
Adjusted NPAT (loss) 1
$16,617,725.
Review of Operations
2021
$
6,434,298
9,622,603
(2,429,954)
(6,280,774)
(6,280,774)
2020
$
Movement
$
%
8,115,100
(1,680,802)
(21%)
10,572,950
(950,347)
(12,725,348)
10,295,394
(9%)
81%
(16,617,725)
10,336,951
62%
(5,089,991)
(1,190,783)
(23%)
(2,429,954)
(1,197,614)
(1,232,340)
(103%)
Group revenues for FY21 were $9,622,603 a decrease of 9% versus FY20 ($10,572,950).
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation in FY21
was $2,429,954, an 81% reduction in losses versus FY20 ($12,725,348).
The Consolidated Group operating loss after tax of $6,280,774 is 62% lower than the loss for the prior year of
FY21 continued to present challenges for businesses globally with the ongoing impacts of COVID-19 pandemic
on employees, business and financial markets.
Despite these challenges, total revenue and other income for FY21 reduced by only 9% compared to the
corresponding period to 30 June 2020. This result was driven by a growth in Adslot Media trading fee revenues
of 43% to $1.1 million compared to the prior year, offset by a lowering of licence fees from $7.2 million in FY20
to $5.2 million in FY21. The reduction in license fees incorporated both temporary and permanent fee
reductions as part of a mutually beneficial renegotiation and extension of GroupM’s Symphony agreement
negotiated over 2020.
1. Adslot Media
The Company continued to focus on the following key strategies for the business in FY21:
• Activate contracted agency groups to drive growth in trading activity;
• Continue to secure Master Service Agreements (MSAs) with agency holding companies;
• Deploy further markets for the integrated Symphony – Adslot Media platform;
• Secure additional activations of private marketplace instances of Adslot Media;
• Pursue further deployments for Symphony with existing and prospective clients; and
2. Symphony
3. Operations
• Maintain focus on the cost base of the business.
During FY21, Adslot Media achieved its highest Total Transaction Value 2 (TTV) result which reflected the
activation of new buyers on the Adslot Media platform. This was driven by a significant improvement in trading
activity on the Adslot Media platform from European agencies and from newly contracted opportunities in the
Activation of signed MSAs and implementation of new partner marketplaces accelerated towards the end of
FY21. As a result, significant improvement in Adslot Media trading activity from the US and UK markets is
US market.
anticipated in FY22.
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(cid:69)(cid:72)(cid:78)(cid:89)(cid:87)(cid:88)(cid:81)(cid:73)(cid:82)(cid:88)(cid:87)(cid:4)(cid:83)(cid:86)(cid:4)(cid:71)(cid:69)(cid:82)(cid:71)(cid:73)(cid:80)(cid:80)(cid:69)(cid:88)(cid:77)(cid:83)(cid:82)(cid:87)(cid:4)(cid:81)(cid:69)(cid:72)(cid:73)(cid:4)(cid:88)(cid:83)(cid:4)(cid:84)(cid:86)(cid:73)(cid:90)(cid:77)(cid:83)(cid:89)(cid:87)(cid:4)(cid:70)(cid:83)(cid:83)(cid:79)(cid:77)(cid:82)(cid:75)(cid:87)(cid:4)(cid:74)(cid:83)(cid:86)(cid:4)(cid:69)(cid:4)(cid:82)(cid:83)(cid:81)(cid:77)(cid:82)(cid:69)(cid:88)(cid:73)(cid:72)(cid:4)(cid:84)(cid:73)(cid:86)(cid:77)(cid:83)(cid:72)(cid:18)(cid:4)(cid:56)(cid:56)(cid:58)(cid:4)(cid:91)(cid:69)(cid:87)(cid:4)(cid:84)(cid:86)(cid:73)(cid:90)(cid:77)(cid:83)(cid:89)(cid:87)(cid:80)(cid:93)(cid:4)(cid:86)(cid:73)(cid:84)(cid:83)(cid:86)(cid:88)(cid:73)(cid:72)(cid:4)(cid:70)(cid:93)(cid:4)(cid:88)(cid:76)(cid:73)(cid:4)(cid:39)(cid:83)(cid:81)(cid:84)(cid:69)(cid:82)(cid:93)(cid:4)(cid:69)(cid:87)(cid:4)“the value
(cid:83)(cid:74)(cid:4)(cid:81)(cid:73)(cid:72)(cid:77)(cid:69)(cid:4)(cid:88)(cid:86)(cid:69)(cid:72)(cid:73)(cid:72)(cid:4)(cid:83)(cid:82)(cid:4)(cid:88)(cid:76)(cid:73)(cid:4)(cid:37)(cid:72)(cid:87)(cid:80)(cid:83)(cid:88)(cid:4)(cid:49)(cid:73)(cid:72)(cid:77)(cid:69)(cid:4)(cid:84)(cid:80)(cid:69)(cid:88)(cid:74)(cid:83)(cid:86)(cid:81)”
10 Adslot 2021 Annual Report
Trading Technology
The strategic focus of the business remains Trading Technology revenues. These revenues are comprised of:
• Trading Fees – fees charged as a percentage of media traded; generated primarily from Adslot Media
but also from Symphony. Trading fees generated via the stand alone Adslot Media platform attract a
higher % fee and represent a significant majority of Trading Fees; and
• Licence Fees – generated primarily from Symphony, a market-leading workflow automation tool for
Media Agencies, and also from customised solutions developed for Publishers.
Trading Fees
Total Transaction Value (TTV) for the Adslot Media platform for FY21 was $28.3 million. This was an 82%
increase when compared to FY20 as advertisers are increasingly demanding higher inventory quality. Adslot
trading fees for FY21 was $1.1 million, a 43% increase compared to the prior period.
The Company notes that it has made significant progress on the activation of large sources of demand (i.e.
media buyers) including those utilising white-labelled partner marketplaces. The impacts of the large demand
sources are expected to drive growth in trading activity over the first two quarters of FY22.
Adslot 2021 Annual Report 11
Adslot 2021 Annual Report
11
Directors’ Report (Continued)
In particular, during FY21, the Company:
• Signed an MSA with GroupM, the world’s largest media investment company, to enable the use of the
Adslot Media platform as a component of GroupM’s Premium Supply initiative. Trading under this
agreement commenced in August 2021 and is expected to scale over future quarters.
• Achieved repeat trading with Orion, the trade-enabled media division of the Interpublic Group of
Companies (IPG).
• Signed an MSA with Sir Martin Sorrell’s leading-edge media company S4 Capital and its subsidiary
agencies, Firewood Marketing and Media Monks for use of the Adslot Media platform. Trading under this
agreement commenced in August 2021 and is expected to scale over future quarters.
• Successfully launched a custom, white-labelled, media marketplace for the fast-growing cannabis industry
with partner FlowerShop Media. Publisher onboarding is underway and trading is expected to commence
in the September 2021 quarter.
• Substantially advanced discussions with a currently-contracted, US-based agency holding company
regarding the activation of a white-labelled marketplace for high value audiences.
• Seen recurring and consistent trading from European agencies via the integrated deployments of
•
Symphony and Adslot Media.
Improved the sales pipeline with strategic buyers in the US and other markets for use of the Adslot Media
platform, either stand alone or as a white-labelled partner marketplace.
The Company continues to progress on its core strategic objective of executing and activating Master Services
Agreements (MSAs) with the six largest global media agency holding companies, enabling access to the
demand they control. The Company’s status with the six largest global media agency holding companies is as
follows:
• Formal MSAs in place with four of the six largest global media agency holding companies – WPP / GroupM,
IPG / Matterkind, Havas and Dentsu / Amplifi;
• An active interim trading agreement with a fifth holding company; and
• Ongoing discussions with the remaining sixth holding company.
During FY21, the Group continued to add premium publishers to its Adslot Media marketplace in key markets
around the world. Prominent publishers added during this period included Time Out, REA Group, Glewed,
Hello! Magazine, Times of India, Gallery Media, Car Expert, The New Daily, CityAM, ESI Media and Frommers.
The Company notes it has a strong sales pipeline of large publishers and expects its catalogue of premium
publishers to grow further over the coming year.
The Company has previously disclosed that one of the key emerging use cases for Adslot Media is the use of
white-labelled and/or customised instances of the platform. This enables the creation of new or existing media
marketplaces, powered by Adslot Media technology and managed by Adslot’s partners rather than by the
Company itself.
In this context, the Company anticipates a future in which the primary Adslot Media marketplace co-exists with
a number of partner specific versions of the marketplace, some of which may feature specific functionality. The
Adslot Media platform has been architected to manage this situation including the ability for publishers to easily
opt into multiple marketplaces without any duplication of effort.
Based on the above, the Company believes that a substantial component of the anticipated growth in trading
activity over the next 12 months will come from activations of partner marketplaces on behalf of a diverse base
of clients.
12
12 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Directors’ Report (Continued)
In particular, during FY21, the Company:
• Signed an MSA with GroupM, the world’s largest media investment company, to enable the use of the
Adslot Media platform as a component of GroupM’s Premium Supply initiative. Trading under this
agreement commenced in August 2021 and is expected to scale over future quarters.
• Achieved repeat trading with Orion, the trade-enabled media division of the Interpublic Group of
Companies (IPG).
• Signed an MSA with Sir Martin Sorrell’s leading-edge media company S4 Capital and its subsidiary
agencies, Firewood Marketing and Media Monks for use of the Adslot Media platform. Trading under this
agreement commenced in August 2021 and is expected to scale over future quarters.
• Successfully launched a custom, white-labelled, media marketplace for the fast-growing cannabis industry
with partner FlowerShop Media. Publisher onboarding is underway and trading is expected to commence
in the September 2021 quarter.
• Substantially advanced discussions with a currently-contracted, US-based agency holding company
regarding the activation of a white-labelled marketplace for high value audiences.
• Seen recurring and consistent trading from European agencies via the integrated deployments of
Symphony and Adslot Media.
•
Improved the sales pipeline with strategic buyers in the US and other markets for use of the Adslot Media
platform, either stand alone or as a white-labelled partner marketplace.
The Company continues to progress on its core strategic objective of executing and activating Master Services
Agreements (MSAs) with the six largest global media agency holding companies, enabling access to the
demand they control. The Company’s status with the six largest global media agency holding companies is as
follows:
• Formal MSAs in place with four of the six largest global media agency holding companies – WPP / GroupM,
IPG / Matterkind, Havas and Dentsu / Amplifi;
• An active interim trading agreement with a fifth holding company; and
• Ongoing discussions with the remaining sixth holding company.
During FY21, the Group continued to add premium publishers to its Adslot Media marketplace in key markets
around the world. Prominent publishers added during this period included Time Out, REA Group, Glewed,
Hello! Magazine, Times of India, Gallery Media, Car Expert, The New Daily, CityAM, ESI Media and Frommers.
The Company notes it has a strong sales pipeline of large publishers and expects its catalogue of premium
publishers to grow further over the coming year.
The Company has previously disclosed that one of the key emerging use cases for Adslot Media is the use of
white-labelled and/or customised instances of the platform. This enables the creation of new or existing media
marketplaces, powered by Adslot Media technology and managed by Adslot’s partners rather than by the
Company itself.
In this context, the Company anticipates a future in which the primary Adslot Media marketplace co-exists with
a number of partner specific versions of the marketplace, some of which may feature specific functionality. The
Adslot Media platform has been architected to manage this situation including the ability for publishers to easily
opt into multiple marketplaces without any duplication of effort.
Based on the above, the Company believes that a substantial component of the anticipated growth in trading
activity over the next 12 months will come from activations of partner marketplaces on behalf of a diverse base
of clients.
Licence Fees
Licence Fees
Total Licence Fee revenues across Symphony and Adslot Media were $5.2 million in FY21, representing a
Total Licence Fee revenues across Symphony and Adslot Media were $5.2 million in FY21, representing a
reduction on the prior financial year (FY20: $7.2 million).
reduction on the prior financial year (FY20: $7.2 million).
Note: Symphony Licence Fee revenues for FY18 were normalised to allow for the reversal of a one-off payment,
Note: Symphony Licence Fee revenues for FY18 were normalised to allow for the reversal of a one-off payment,
as outlined in the 20 July 2018 Symphony Outlook release.
as outlined in the 20 July 2018 Symphony Outlook release.
Significant events for the past year for Symphony include:
Significant events for the past year for Symphony include:
• Partnership and integration with Marathon, a Sweden-based provider of Enterprise Resource Planning
• Partnership and integration with Marathon, a Sweden-based provider of Enterprise Resource Planning
(ERP) software to the media industry across Europe, opening up new European markets for Symphony;
(ERP) software to the media industry across Europe, opening up new European markets for Symphony;
• Execution of a multi-year agreement for deployment of Symphony with Omnicom Media Group in the
• Execution of a multi-year agreement for deployment of Symphony with Omnicom Media Group in the
Netherlands, representing additional diversification of the Company’s geographic and client footprint for
Netherlands, representing additional diversification of the Company’s geographic and client footprint for
the Symphony product;
the Symphony product;
• Validation of the Symphony – Adslot Media offering with a significant increase in media traded in Europe
• Validation of the Symphony – Adslot Media offering with a significant increase in media traded in Europe
on the integrated platform; and
on the integrated platform; and
• Conclusion of negotiations with GroupM regarding mutually beneficial amendments to its multi-market
• Conclusion of negotiations with GroupM regarding mutually beneficial amendments to its multi-market
Symphony Master Services Agreement first signed in August 2016. Amendments included:
Symphony Master Services Agreement first signed in August 2016. Amendments included:
o an effective extension of the term of the MSA by no less than 3 years, until at least July 2024;
o an effective extension of the term of the MSA by no less than 3 years, until at least July 2024;
o
o
the extension of trading terms for the Adslot Media marketplace to any market where Symphony
the extension of trading terms for the Adslot Media marketplace to any market where Symphony
is deployed, enabling GroupM markets using Symphony to access the integrated Symphony –
is deployed, enabling GroupM markets using Symphony to access the integrated Symphony –
Adslot Media solution without the need for commercial agreements at a local level; and
Adslot Media solution without the need for commercial agreements at a local level; and
temporary fee reductions and market tier caps in the half year to 31 December 2020 removed from
temporary fee reductions and market tier caps in the half year to 31 December 2020 removed from
1 January 2021.
1 January 2021.
o
o
The Company continues to progress discussions with a number agency holding companies regarding potential
The Company continues to progress discussions with a number agency holding companies regarding potential
multi-market deployments of Symphony. The Company anticipates further positive developments in these
multi-market deployments of Symphony. The Company anticipates further positive developments in these
negotiations, providing growth in licence fees in FY22.
negotiations, providing growth in licence fees in FY22.
12 Adslot 2021 Annual Report
Adslot 2021 Annual Report 13
Adslot 2021 Annual Report 13
Adslot 2021 Annual Report
13
Directors’ Report (Continued)
Services
Services revenue is derived predominantly from Webfirm, the Group’s Australian-based digital marketing
services business, providing website design, hosting, search engine optimisation (SEO), search engine
marketing (SEM) and social media marketing services to small-to-medium enterprises.
The COVID-19 pandemic resulted in Webfirm’s digital marketing services clients putting a hold on their SEO
retained services in the last quarter of FY20, with reductions continuing in FY21. Webfirm revenue for FY21
was $1.5 million, a $0.1 million reduction year-on-year (FY20: $1.6 million).
Services revenue, including Webfirm and custom development work for Symphony and Adslot Media
customers, for FY21 was $1.8 million, a $0.1 million increase year-on-year (FY20: $1.7 million).
Government Stimulus
The Group was eligible for Government stimulus in FY21 including JobKeeper (Australia), Paycheck Protection
Program (US), Victorian government business support grant and the short time work allowance (Germany),
which totalled $1.1 million (FY20: $0.3 million).
People
The impacts of COVID-19 necessitated a number of changes to the Company’s employee policies, in particular
related to time spent in the office. This included:
• Company’s entire workforce initially moved to working from home in March 2020 with little measured
disruption to productivity;
• The cancellation of all international travel, with the exception of limited intra-Europe travel; and
• The introduction of a hybrid in-office/remote arrangement for Australian staff (subject to subsequent
lockdowns).
The Group adopted all government and public health authority guidelines in each of our markets. We have
also put additional measures in place to support the health and wellbeing of all our employees in these
uncertain times, including a new Employee Assistance Program offering counselling advice to employees and
their families and a People & Culture team focused of employee engagement.
Cost Management
Total operating costs of $12.0 million for FY21 represents a $0.3 million (3%) increase in costs (FY20: $11.7
million), including increased legal fees of $0.6 million primarily due to the FY16 R&D AAT appeal.
Due to the impact of the COVID-19 pandemic a number of cost saving initiatives were implemented. The
following employee cost reductions were implemented in FY20 (but also impacted FY21) and in FY21:
• The Chairman and non-executive directors waived all fees for the quarter to September 2020
(reductions starting March 2020);
• 15% salary reduction for the CEO and CFO for the quarter to September 2020 (following 30%
reduction in the quarter to June 2020);
• up to 12.5% salary reductions across employees earning above a minimum threshold for the quarter
to September 2020 (following 25% reductions in the quarter to June 2020); and
• ongoing management of all employee related expenses.
These initiatives resulted in a $1.5 million or 12% cash saving in employment costs across employee benefits
expense and Intellectual Property.
Premises costs represent the largest fixed cost of the business. In FY21:
•
•
•
the UK and Germany offices were terminated with employees working 100% remotely;
rent savings resulting from the Sydney team moving to a smaller premises in the same building in
November 2020; and
significant rent reduction from WeWork co-working space in New York due to COVID-19.
Cost reductions were targeted to ensure continued investment in strategic and revenue-generating product
development, and no disruption to existing client relationships.
14
14 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Directors’ Report (Continued)
Services
Services revenue is derived predominantly from Webfirm, the Group’s Australian-based digital marketing
services business, providing website design, hosting, search engine optimisation (SEO), search engine
marketing (SEM) and social media marketing services to small-to-medium enterprises.
The COVID-19 pandemic resulted in Webfirm’s digital marketing services clients putting a hold on their SEO
retained services in the last quarter of FY20, with reductions continuing in FY21. Webfirm revenue for FY21
was $1.5 million, a $0.1 million reduction year-on-year (FY20: $1.6 million).
Services revenue, including Webfirm and custom development work for Symphony and Adslot Media
customers, for FY21 was $1.8 million, a $0.1 million increase year-on-year (FY20: $1.7 million).
The Group was eligible for Government stimulus in FY21 including JobKeeper (Australia), Paycheck Protection
Program (US), Victorian government business support grant and the short time work allowance (Germany),
which totalled $1.1 million (FY20: $0.3 million).
Government Stimulus
People
The impacts of COVID-19 necessitated a number of changes to the Company’s employee policies, in particular
related to time spent in the office. This included:
• Company’s entire workforce initially moved to working from home in March 2020 with little measured
• The cancellation of all international travel, with the exception of limited intra-Europe travel; and
• The introduction of a hybrid in-office/remote arrangement for Australian staff (subject to subsequent
disruption to productivity;
lockdowns).
The Group adopted all government and public health authority guidelines in each of our markets. We have
also put additional measures in place to support the health and wellbeing of all our employees in these
uncertain times, including a new Employee Assistance Program offering counselling advice to employees and
their families and a People & Culture team focused of employee engagement.
Cost Management
Total operating costs of $12.0 million for FY21 represents a $0.3 million (3%) increase in costs (FY20: $11.7
million), including increased legal fees of $0.6 million primarily due to the FY16 R&D AAT appeal.
Due to the impact of the COVID-19 pandemic a number of cost saving initiatives were implemented. The
following employee cost reductions were implemented in FY20 (but also impacted FY21) and in FY21:
• The Chairman and non-executive directors waived all fees for the quarter to September 2020
• 15% salary reduction for the CEO and CFO for the quarter to September 2020 (following 30%
(reductions starting March 2020);
reduction in the quarter to June 2020);
• up to 12.5% salary reductions across employees earning above a minimum threshold for the quarter
to September 2020 (following 25% reductions in the quarter to June 2020); and
• ongoing management of all employee related expenses.
These initiatives resulted in a $1.5 million or 12% cash saving in employment costs across employee benefits
expense and Intellectual Property.
Premises costs represent the largest fixed cost of the business. In FY21:
•
•
•
the UK and Germany offices were terminated with employees working 100% remotely;
rent savings resulting from the Sydney team moving to a smaller premises in the same building in
November 2020; and
significant rent reduction from WeWork co-working space in New York due to COVID-19.
Cost reductions were targeted to ensure continued investment in strategic and revenue-generating product
development, and no disruption to existing client relationships.
EBITDA
The EBITDA loss for FY21 was $2.4 million (FY20: $12.7 million).
In FY20 the Group made a one-off provision of $1.5 million for the part repayment of the FY16 R&D claim and
a non-cash goodwill impairment charge of $10.0 million. The Adjusted EBITDA loss for the FY20, excluding
these adjustments, was $1.2 million. The EBITDA loss for FY21 was $2.4 million, representing a $1.2 million
increased loss on the prior period Adjusted EBITDA, primarily due to the $0.9 million reduction in revenue.
Cash Management
Key major shareholders and new investors supported the Group in a capital raise of $4.0 million in FY21
contributing net cash inflows of $3.7 million (after transaction costs).
Net cash outflows from operating activities for FY21 were $0.3 million, representing a $3.1 million decrease
(FY20: $3.4 million). Cash receipts for FY21 were $13.6 million, a 30% decrease of $5.7 million on the prior
period (FY20: $19.3 million). Cash payments for operating activities at $15.4 million was a 32% reduction of
$7.3 million on the prior period (FY20: $22.8 million), primarily due to reduced publisher payments.
The lower cash collections resulted from the reduction in Licence Fees in FY21 and the composition of Adslot
Media trades under a ‘direct’ model - the latter also resulting in reduced publisher payments (see Adslot Media
payment methods).
The Group received $1.7 million (FY20: $0.3 million) in R&D receipts across operating activities ($0.4 million)
and investing activities ($1.3 million).
The Group received $1.3 million in government stimulus in the period (FY20: $0.1 million). Cash as at 30 June
2021 was $6.8 million (FY20: $6.2 million).
Adslot Media Payment Methods:
The Company employs two distinct payment methods for trades conducted via Adslot Media. The method
employed may be determined by the preferences of either the buyer or seller, but is agreed between those
parties prior to transaction. The two payment methods are:
• Clearing House: in this model the Company collects the total fees associated with the campaign from the
buyer and remits to the publisher net of its fees. This results in higher cash collections but also an
associated publisher payment outflow.
• Direct: in this model the publisher invoices the buyer directly whilst the Company invoices the publisher
for its fees associated with the activity traded. This results in lower cash collections but no associated
publisher payment outflow.
The Company notes that trades in Europe via the Symphony integration are primarily via a direct model. In
addition a larger proportion of US trading via partner marketplaces in the 2021 financial year occurred via the
direct model. All other trading is generally conducted via the clearing house model.
14 Adslot 2021 Annual Report
Adslot 2021 Annual Report 15
Adslot 2021 Annual Report
15
Directors’ Report (Continued)
Matters Subsequent to the End of the Financial Year
On 1 July 2021, Adslot announced the launch of the FlowerShop private marketplace.
On 2 August 2021, Adslot announced the commencement of trading with Firewood Marketing, a subsidiary of
S4 Capital.
On 9 August 2021, Mr Tom Triscari was appointed as a US-based Non-Executive Director, as outlined in the
ASX release lodged on 10 August 2021. In conjunction with his appointment, Mr Triscari received 6,000,000
options as outlined in Appendix 3X lodged on 10 August 2021.
The Company granted the following unlisted share options:
• 9,500,000 options issued to employees as outlined in the Appendix 3G lodged on 4 August 2021
• 6,250,000 options issued to a third party as outlined in the Appendix 3G lodged on 4 August 2021
On 11 August 2021, Adslot announced that GroupM had commenced trading on its private, white-labelled
version of the Adslot Media marketplace.
On 30 August 2021, Adslot announced the extension of its global Symphony contract with GroupM.
COVID-19 Pandemic
The coronavirus pandemic continues to impact how the business operates across all geographic regions (at
the time of lodgement, the Company’s employees are working remotely, with the exception of the Shanghai
team).
It is not practicable to estimate the duration or potential quantum of the impact of the health and economic
crisis, after the reporting date.
Other than the above, there has not been any matter or circumstance occurring subsequent to the end of the
financial year that has significantly affected, or may significantly affect, the operations of the Group, the results
of those operations or the state of affairs of the Group in future years.
Environmental regulations
The Group’s operations are not subject to any significant environmental regulations under the Commonwealth,
State or any other country in which the entity operates.
Dividends
The Directors do not recommend the declaration of a dividend. No dividend has been declared or paid during
the year.
16
16 Adslot 2021 Annual Report
Adslot 2021 Annual Report
On 2 August 2021, Adslot announced the commencement of trading with Firewood Marketing, a subsidiary of
S4 Capital.
On 9 August 2021, Mr Tom Triscari was appointed as a US-based Non-Executive Director, as outlined in the
ASX release lodged on 10 August 2021. In conjunction with his appointment, Mr Triscari received 6,000,000
options as outlined in Appendix 3X lodged on 10 August 2021.
The Company granted the following unlisted share options:
• 9,500,000 options issued to employees as outlined in the Appendix 3G lodged on 4 August 2021
• 6,250,000 options issued to a third party as outlined in the Appendix 3G lodged on 4 August 2021
On 11 August 2021, Adslot announced that GroupM had commenced trading on its private, white-labelled
version of the Adslot Media marketplace.
On 30 August 2021, Adslot announced the extension of its global Symphony contract with GroupM.
COVID-19 Pandemic
team).
The coronavirus pandemic continues to impact how the business operates across all geographic regions (at
the time of lodgement, the Company’s employees are working remotely, with the exception of the Shanghai
It is not practicable to estimate the duration or potential quantum of the impact of the health and economic
crisis, after the reporting date.
Other than the above, there has not been any matter or circumstance occurring subsequent to the end of the
financial year that has significantly affected, or may significantly affect, the operations of the Group, the results
of those operations or the state of affairs of the Group in future years.
Environmental regulations
The Group’s operations are not subject to any significant environmental regulations under the Commonwealth,
State or any other country in which the entity operates.
Dividends
the year.
The Directors do not recommend the declaration of a dividend. No dividend has been declared or paid during
Directors’ Report (Continued)
Matters Subsequent to the End of the Financial Year
Shares under option
On 1 July 2021, Adslot announced the launch of the FlowerShop private marketplace.
Details of unissued shares or interests under option as at 30 June 2021 are:
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during the year
Forfeited
during the year
Exercised
during the year
(Number)
(Number)
(Number)
Ordinary options
04/10/2021
0.073
3,000,000
Ordinary options
25/11/2021
0.060
5,600,000
Ordinary options
25/02/2022
0.035
23,500,000
Ordinary options
15/05/2022
0.034
11,400,000
Ordinary options
27/05/2022
0.036
4,000,000
Ordinary options
30/01/2023
0.060
5,050,000
Ordinary options
02/09/2023
0.041
11,700,000
Ordinary options
12/12/2023
Ordinary options
15/12/2022
Ordinary options
29/01/2024
Ordinary options
12/07/2024
Ordinary options
06/08/2024
Ordinary options
16/12/2024
0.045
0.044
0.032
0.028
0.034
0.043
4,000,000
8,000,000
8,000,000
-
-
-
Balance at
end of the
year
(Number)
3,000,000
5,600,000
23,500,000
11,400,000
4,000,000
5,050,000
11,150,000
4,000,000
8,000,000
8,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(550,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
25,625,000
(2,250,000)
-
23,375,000
18,000,000
2,500,000
-
-
84,250,000
46,125,000
(2,800,000)
-
-
-
18,000,000
2,500,000
127,575,000
Indemnification and Insurance of Officers
The Group has during the financial year, in respect of each person who is or has been an officer of the Group
or a related body Corporate, made a relevant agreement for indemnifying against a liability incurred as an
officer, including costs and expenses in successfully defending legal proceedings.
Since the end of the financial year, the Group has paid premiums to insure all directors and officers of Adslot
Ltd and the Adslot Group of companies, against costs incurred in defending any legal proceedings arising out
of their conduct as a director and officer of the Group, other than for conduct involving a wilful breach of duty
or a contravention of Sections 232 (5) or (6) of the Corporations Act 2011, as permitted by section 241A (3) of
the Corporations Act. Disclosure of the premium amount is prohibited by the insurance contract.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the
purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under
section 237 of the Corporations Act 2001.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2021 has been received and can be found
on page 27 of the financial report. Details of amounts paid or payable to the auditor for non-audit services
provided during the year are outlined in Note 19 to the financial statements.
The Directors are satisfied that the provision of non-audit services, during the year by the auditor is compatible
with the general standard of independence for auditors imposed by the Corporations Act 2001.
16 Adslot 2021 Annual Report
Adslot 2021 Annual Report 17
Adslot 2021 Annual Report
17
Remuneration Report
The remuneration report is set out under the following headings:
Section 1:
Section 2:
Section 3:
Section 4:
Section 5:
Section 6:
Section 7:
Section 8:
Non-executive directors’ and Chairman’s remuneration
Executive remuneration
Details of remuneration
Executive contracts of employment
Long Term Incentives (equity-based compensation)
Culture, accountability and remuneration
Equity holdings and transactions
Other transactions with key management personnel
Section 1: Non-executive directors’ and Chairman’s remuneration
Non-executive directors’ fees are reviewed annually and are determined by the Board. In making its
determination it takes into account fees paid to other non-executive directors of comparable companies.
Non-executive directors’ fees are within the maximum aggregate limit of $350,000 per annum agreed to by
shareholders at the Annual General Meeting held on 30 November 2009. To preserve the independence and
integrity of their position, non-executive directors do not receive performance-based bonuses.
For the 2021 financial year, the Chairman’s fees were $100,000 per annum.
For the 2021 financial year, non-executive directors’ fees were $50,000 per annum. Mr Andrew Dyer received
options in lieu of his non-executive director fees for the 2021 year. In addition, the Chair of the Audit & Risk
Committee and the Remuneration Committee received a further $25,000 in recognition of the additional
workload of those positions.
With the onset of the COVID-19 pandemic and in support of the Group’s immediate actions to reduce costs,
the Chairman and non-executive directors waived their fees from March 2020 to September 2020 inclusive.
Section 2: Executive remuneration
The Board of Directors are responsible for determining and reviewing compensation arrangements for key
management personnel and the executive team. The Remuneration Committee makes recommendations on
remuneration of key management personnel to the Board.
The Board assesses the appropriateness of the nature and amount of emoluments of these employees on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit by:
a) Attracting the highest quality employees;
b) Retaining the best performing employees;
c) Aligning the employees with shareholder outcomes;
d) Aligning employee motivation to a cascading set of key performance indicators that drive the most
optimal strategic outcomes for the business; and
e) Ensuring it aligns with the latest industry best practice.
Executives’ remuneration consists of a fixed cash component, short-term incentives in the form of cash
bonuses, and long-term incentives in the form of equity-based compensation linked to the long-term prospects
and future performance of the Group. The inclusion of equity-based compensation in executives’ remuneration
provides a direct link between their remuneration and shareholder wealth, otherwise there are no direct
relationships.
The Board has regard to the following variables to assess the Group’s performance and benefits for
shareholder wealth:
Item
EPS (cents)
Net loss ($)
2021
(0.33)
2020
(0.96)
2019
(0.49)
2018
(0.91)
2017
(0.70)
6,280,774
16,617,725
7,042,755
11,653,319
8,630,187
Share price at 30 June ($)
0.028
0.018
0.028
0.026
0.051
18
18 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Remuneration Report
The remuneration report is set out under the following headings:
Non-executive directors’ and Chairman’s remuneration
Section 1:
Section 2:
Section 3:
Section 4:
Section 5:
Executive remuneration
Details of remuneration
Executive contracts of employment
Long Term Incentives (equity-based compensation)
Section 6:
Culture, accountability and remuneration
Section 7:
Equity holdings and transactions
Section 8:
Other transactions with key management personnel
Section 1: Non-executive directors’ and Chairman’s remuneration
Non-executive directors’ fees are reviewed annually and are determined by the Board. In making its
determination it takes into account fees paid to other non-executive directors of comparable companies.
Non-executive directors’ fees are within the maximum aggregate limit of $350,000 per annum agreed to by
shareholders at the Annual General Meeting held on 30 November 2009. To preserve the independence and
integrity of their position, non-executive directors do not receive performance-based bonuses.
For the 2021 financial year, the Chairman’s fees were $100,000 per annum.
For the 2021 financial year, non-executive directors’ fees were $50,000 per annum. Mr Andrew Dyer received
options in lieu of his non-executive director fees for the 2021 year. In addition, the Chair of the Audit & Risk
Committee and the Remuneration Committee received a further $25,000 in recognition of the additional
workload of those positions.
With the onset of the COVID-19 pandemic and in support of the Group’s immediate actions to reduce costs,
the Chairman and non-executive directors waived their fees from March 2020 to September 2020 inclusive.
Section 2: Executive remuneration
The Board of Directors are responsible for determining and reviewing compensation arrangements for key
management personnel and the executive team. The Remuneration Committee makes recommendations on
remuneration of key management personnel to the Board.
The Board assesses the appropriateness of the nature and amount of emoluments of these employees on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit by:
a) Attracting the highest quality employees;
b) Retaining the best performing employees;
c) Aligning the employees with shareholder outcomes;
optimal strategic outcomes for the business; and
e) Ensuring it aligns with the latest industry best practice.
d) Aligning employee motivation to a cascading set of key performance indicators that drive the most
Executives’ remuneration consists of a fixed cash component, short-term incentives in the form of cash
bonuses, and long-term incentives in the form of equity-based compensation linked to the long-term prospects
and future performance of the Group. The inclusion of equity-based compensation in executives’ remuneration
provides a direct link between their remuneration and shareholder wealth, otherwise there are no direct
The Board has regard to the following variables to assess the Group’s performance and benefits for
2021
(0.33)
2020
(0.96)
2019
(0.49)
2018
(0.91)
2017
(0.70)
6,280,774
16,617,725
7,042,755
11,653,319
8,630,187
Share price at 30 June ($)
0.028
0.018
0.028
0.026
0.051
relationships.
shareholder wealth:
Item
EPS (cents)
Net loss ($)
18 Adslot 2021 Annual Report
Section 3: Details of remuneration
Details of the remuneration of the directors and the key management of the Group and its controlled entities
are set out in the following tables.
The key management personnel of Adslot Ltd and its controlled entities include the following directors and
executive officers:
Directors
Position
Date appointed/resigned as Director
Mr Andrew Barlow
Non-Executive Chairman
Appointed 16 February 2010
Mr Ben Dixon
Chief Executive Officer
Appointed 1 February 2018
Executive Director
Appointed 23 December 2013
Mr Andrew Dyer
Non-Executive Director
Appointed 28 May 2018
Mr Adrian Giles
Non-Executive Director
Appointed 26 November 2013
Ms Sarah Morgan
Non-Executive Director
Appointed 27 January 2015
Executive Officers
Position
Date appointed/resigned as Executive
Ms Felicity Conlan
Company Secretary
Chief Financial Officer
Appointed 9 October 2017
Appointed 30 August 2017
Mr Tom Peacock
Chief Commercial Officer
Appointed 23 December 2013
Due to the impact of COVID-19 on the Group, a number of employment cost reduction initiatives were
implemented in the period which included:
• The Chairman and non-executive directors waived all fees from March to September 2020 (inclusive);
• The CEO and the CFO had a salary reduction of 30% in the quarter to June 2020 and 15% in the quarter
to September 2020;
• Up to 25% and 12.5% salary reductions across employees earning above a minimum threshold for the
quarters to June 2020 and September 2020 respectively;
• Further headcount reductions due to redundancy and natural attrition; and
• A freeze on all salary increases and new hires.
Adslot 2021 Annual Report 19
Adslot 2021 Annual Report
19
Remuneration Report (Continued)
Group
2021
Name
Executive directors
Short-term benefits
Salary
& fees
$
Short
Term
Incentive
$
Other
$
Long
Term
Benefits
Long
Service
Leave
$
Post-
employment
benefits
Share-based payment
Super-
annuation
Share
Options
Performance
Rights
Total
$
$
$
$
Mr B Dixon
288,750
-
-
5,443
21,694
249,231
-
565,118
Non-executive directors
Mr A Barlow (i)
Mr A Giles
Ms S Morgan
Mr A Dyer
68,493
51,370
51,370
-
Other key management personnel
Ms F Conlan
Mr T Peacock
Totals
264,688
231,531
956,202
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,507
4,880
4,880
-
-
-
-
46,505
1,390
4,350
21,694
21,237
9,397
9,397
-
-
-
-
-
-
75,000
56,250
56,250
46,505
297,169
266,515
11,183
80,892
314,530
-
1,362,807
(i)
Mr Barlow moved from an Executive Chairman role to a non-executive role in July 2020.
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2020 and 2021 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2020
STI
Opportunity
Amount
Paid
Total 2021
STI
Opportunity
Assessment Criteria
Mr B Dixon
Ms F Conlan
Mr T Peacock
$
-
-
-
$
100,000
100,000 (a)
100,000 (a)
$
-
-
-
$
100,000
Group performance to budget and executive
management to achieve KPIs
100,000 (a) Revenue achievement and KPIs
100,000 (a) Revenue achievement and KPIs
(a)
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year
No STIs were paid to key management personnel in relation to the 2021 financial year.
20
20 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Remuneration Report (Continued)
Group
2021
Name
Short-term benefits
employment
Share-based payment
Salary
& fees
$
Short
Term
Incentive
Other
$
$
Post-
Benefits
benefits
Long
Term
Long
Service
Leave
$
Super-
Share
Performance
annuation
Options
Rights
$
$
$
$
Total
Mr B Dixon
288,750
-
-
5,443
21,694
249,231
-
565,118
Executive directors
Non-executive directors
Mr A Barlow (i)
Mr A Giles
Ms S Morgan
Mr A Dyer
Ms F Conlan
Mr T Peacock
Totals
68,493
51,370
51,370
-
264,688
231,531
956,202
Other key management personnel
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,507
4,880
4,880
-
-
-
-
46,505
1,390
4,350
21,694
21,237
9,397
9,397
-
-
-
-
-
-
75,000
56,250
56,250
46,505
297,169
266,515
11,183
80,892
314,530
-
1,362,807
(i)
Mr Barlow moved from an Executive Chairman role to a non-executive role in July 2020.
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2020 and 2021 financial years, are outlined in the table below:
Name
Mr B Dixon
Amount
Paid
Total 2020
STI
Opportunity
Amount
Paid
Total 2021
Opportunity
STI
Assessment Criteria
$
100,000
$
100,000
Group performance to budget and executive
management to achieve KPIs
Ms F Conlan
100,000 (a)
100,000 (a) Revenue achievement and KPIs
$
-
-
-
$
-
-
-
Mr T Peacock
100,000 (a)
100,000 (a) Revenue achievement and KPIs
(a)
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year
No STIs were paid to key management personnel in relation to the 2021 financial year.
Group
2020
Name
Executive directors
Mr A Barlow (i)
Mr B Dixon
Salary
& fees
$
95,883
277,500
Non-executive directors
Mr A Giles
Mr Q George (ii)
Ms S Morgan
Mr A Dyer
50,000
2,273
45,662
-
Other key management personnel
Ms F Conlan
Mr T Peacock
Totals
237,708
224,063
933,089
Short-term benefits
Short
Term
Incentive Other
$
$
Long
Term
Benefits
Long
Service
Leave
$
Post-
employment
benefits
Share-based payment
Super-
annuation
$
Share
Options
$
Performance
Rights
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,715
5,784
-
20,739
2,557
-
-
-
-
-
-
4,338
-
-
-
-
4,409
1,186
4,685
20,324
20,009
2,979
2,979
11,586
71,194
12,924
-
-
-
-
-
-
-
-
-
Total
$
101,667
306,511
50,000
2,273
50,000
4,409
262,197
251,736
1,028,793
(i)
(ii)
includes $35,000 consultancy fees incurred during his appointment as Executive Chairman.
Mr George resigned on 16 July 2019.
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2019 and 2020 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2019
STI
Opportunity
Amount
Paid
Total 2020
STI
Opportunity
Assessment Criteria
$
$
Mr B Dixon
50,000
100,000
Ms F Conlan
Mr T Peacock
-
-
50,000
N/A (a)
$
-
-
-
$
100,000
Group performance to budget and executive
management to achieve KPIs
100,000 (b) Revenue achievement and KPIs
100,000 (b) Revenue achievement and KPIs
(a)
(b)
Not applicable as total bonus opportunity is based on a percentage of the Group’s performance.
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year
No STIs were paid to key management personnel in relation to the 2020 financial year.
20 Adslot 2021 Annual Report
Adslot 2021 Annual Report 21
Adslot 2021 Annual Report
21
Remuneration Report (Continued)
Section 4: Executive contracts of employment
Formal contracts of employment for all members of the key management personnel are in place. Contractual
terms for most executives are similar but do, on occasions, vary to suit different needs. The following table
summarises the key contractual terms for all key management personnel.
Length of contract
Open ended.
Fixed Remuneration
Remuneration comprises salary and statutory employer superannuation
contributions.
Incentive Plans
Notice Period
Resignation
Retirement
Eligible to participate. Incentive criteria and award opportunities vary for each
executive.
Key Management Personnel, including executive directors, have notice periods
ranging from three to four months. The Chief Executive Officer has a notice
period of four months and the Chief Financial Officer and Chief Commercial
Officer have notice periods of three months. Other Executives have notice
periods ranging from four weeks to three months.
Employment may be terminated by giving notice consistent with the notice period.
There are no financial entitlements due from the Group on retirement of an
executive.
Termination by the
Group
The Group may terminate the employment agreement by providing notice
consistent with the notice period or payment in lieu of the notice period.
Redundancy
Payments for redundancy are discretionary and are determined having regard to
the particular circumstances. There are no contractual commitments to pay
redundancy over and above any statutory entitlement.
Termination for
serious misconduct
The Group may terminate the employment agreement at any time without notice,
and the executive will be entitled to payment of remuneration only up to the date
of termination.
Section 5: Long Term Incentives (equity-based compensation)
Incentive Option Plan
At the November 2017 Annual General Meeting, shareholders approved the creation of the Group’s Incentive
Option Plan which enables the Board to offer eligible employees and directors the right to options which convert
to fully-paid ordinary shares upon exercise, subject to meeting certain vesting criteria. The Incentive Option
Plan was re-approved by shareholders at the January 2021 Annual General Meeting.
The objective of the Incentive Option Plan is to attract, motivate and retain key employees and the Group
considers that the adoption of the Incentive Option Plan and the future issue of options under the Incentive
Option Plan will provide selected employees and directors with the opportunity to participate in the future
growth of the Group.
Adslot continually reviews its operations, performance and the broader market conditions to ensure that
incentives offered to key executives are aligned with the growth of the Group and shareholder outcomes whilst
ensuring it can attract and retain experienced talent in a competitive industry. Adslot continues to operate
within a highly competitive employment environment for experienced people in the technology and software
field.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no voting
rights. All options are subject to service periods which require the employees remain an employee or Director
of the Group.
The following tables show grants and movements of share-based compensation to directors and senior
management during the current financial year and the previous financial year:
22
22 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notice Period
Resignation
Retirement
Group
Redundancy
Remuneration Report (Continued)
Section 4: Executive contracts of employment
Formal contracts of employment for all members of the key management personnel are in place. Contractual
terms for most executives are similar but do, on occasions, vary to suit different needs. The following table
summarises the key contractual terms for all key management personnel.
Length of contract
Open ended.
Fixed Remuneration
Remuneration comprises salary and statutory employer superannuation
Incentive Plans
Eligible to participate. Incentive criteria and award opportunities vary for each
contributions.
executive.
Key Management Personnel, including executive directors, have notice periods
ranging from three to four months. The Chief Executive Officer has a notice
period of four months and the Chief Financial Officer and Chief Commercial
Officer have notice periods of three months. Other Executives have notice
periods ranging from four weeks to three months.
Employment may be terminated by giving notice consistent with the notice period.
There are no financial entitlements due from the Group on retirement of an
executive.
Termination by the
The Group may terminate the employment agreement by providing notice
consistent with the notice period or payment in lieu of the notice period.
Payments for redundancy are discretionary and are determined having regard to
the particular circumstances. There are no contractual commitments to pay
redundancy over and above any statutory entitlement.
Termination for
serious misconduct
The Group may terminate the employment agreement at any time without notice,
and the executive will be entitled to payment of remuneration only up to the date
of termination.
Section 5: Long Term Incentives (equity-based compensation)
Incentive Option Plan
At the November 2017 Annual General Meeting, shareholders approved the creation of the Group’s Incentive
Option Plan which enables the Board to offer eligible employees and directors the right to options which convert
to fully-paid ordinary shares upon exercise, subject to meeting certain vesting criteria. The Incentive Option
Plan was re-approved by shareholders at the January 2021 Annual General Meeting.
The objective of the Incentive Option Plan is to attract, motivate and retain key employees and the Group
considers that the adoption of the Incentive Option Plan and the future issue of options under the Incentive
Option Plan will provide selected employees and directors with the opportunity to participate in the future
growth of the Group.
Adslot continually reviews its operations, performance and the broader market conditions to ensure that
incentives offered to key executives are aligned with the growth of the Group and shareholder outcomes whilst
ensuring it can attract and retain experienced talent in a competitive industry. Adslot continues to operate
within a highly competitive employment environment for experienced people in the technology and software
field.
of the Group.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no voting
rights. All options are subject to service periods which require the employees remain an employee or Director
The following tables show grants and movements of share-based compensation to directors and senior
management during the current financial year and the previous financial year:
2021
Name
Series
Ian Lowe (i)
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Ben Dixon (ii)
OP # 18-1
OP # 18-1
OP # 18-2
OP # 18-2
OP # 18-3
OP # 18-3
OP # 18-5
OP # 20-1
OP # 20-1
OP # 21-1
OP # 21-1
OP # 21-2
Andrew Dyer (iii)
DOP # 21-1
Balance at
beginning of
the year
(Number)
2,000,000
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
1,000,000
1,000,000
-
-
-
-
Granted during
the year
(Number)
Expired during
the year
(Number)
Exercised
during the
year
(Number)
Balance at the
end of the
year
(Number)
Vested and
exercisable at the
end of the year
(Number)
-
-
-
-
-
2,000,000
2,000,000
-
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
6,500,000
6,500,000
-
-
-
4,000,000
4,000,000
-
-
1,250,000
1,250,000
18,000,000
2,500,000
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,250,000
1,250,000
333,334
333,334
-
-
- 18,000,000
12,000,000
-
2,500,000
1,250,000
-
47,000,000
35,916,668
24,000,000
23,000,000
(i) Based on the Separation and Exit Deed signed with the Group, Mr Lowe is entitled to retain the 2,000,000 options
issued to him. The Board has agreed to exercise its discretion to waive the vesting condition that Mr Lowe remains an
employee.
(ii) Approved at the Annual General Meeting on 28 January 2021.
(iii) Mr Dyer’s options were granted outside of the Option Plan and are subject to the same terms and conditions as set
out in the Option Plan. The grant was approved at the Annual General Meeting on 28 January 2021.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2021 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 21-1
OP # 21-2
DOP # 21-1
13/07/20
12/07/24
0.028
0.019
126.55%
0.25%
07/08/20
06/08/24
0.034
0.023
129.74%
0.25%
17/12/20
16/12/24
0.043
0.029
137.18%
0.09%
22 Adslot 2021 Annual Report
Adslot 2021 Annual Report 23
Adslot 2021 Annual Report
23
Remuneration Report (Continued)
2020
Name
Series
Ian Lowe (i)
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
OP # 18-1
OP # 18-1
OP # 18-2
OP # 18-2
OP # 18-3
OP # 18-3
OP # 18-5
OP # 20-1
OP # 20-1
Balance at
beginning of
the year
(Number)
2,000,000
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
Granted during
the year
(Number)
Expired during
the year
(Number)
Exercised
during the
year
(Number)
Balance at the
end of the
year
(Number)
Vested and
exercisable at the
end of the year
(Number)
-
-
-
-
-
2,000,000
2,000,000
-
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
6,500,000
6,500,000
-
-
-
4,000,000
4,000,000
-
1,000,000
-
1,000,000
22,000,000
2,000,000
-
-
-
-
-
-
1,000,000
1,000,000
-
-
24,000,000
22,000,000
(i) Based on the Separation and Exit Deed signed with the Group, Mr Lowe is entitled to retain the 2,000,000 options
issued to him. The Board has agreed to exercise its discretion to waive the vesting condition that Mr Lowe remains an
employee.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2020 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 20-1
03/09/19
02/09/23
0.041
0.028
62.60%
0.99%
Details of Share Options, ESOP and other rights to ordinary shares in the Group provided as remuneration of
directors and the key management personnel of the Group are set out below:
Name
Directors
Mr A Giles
Mr A Barlow
Mr B Dixon
Ms S Morgan
Mr A Dyer
Other key management personnel
Ms F Conlan
Mr T Peacock
Options Granted During the Year
2021 (Options)
2020 (Options)
Number
$
Number
$
-
-
-
-
18,000,000
324,301
-
2,500,000
1,250,000
1,250,000
-
58,743
18,225
18,225
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
10,724
10,724
The assessed fair value at issue date of the rights, and the assessed fair value at grant date of the options,
granted to the executive are allocated equally over the period from issue/grant date to vesting date, and the
amount is included in the remuneration tables above.
24
24 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Remuneration Report (Continued)
2020
Name
Series
Ian Lowe (i)
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
OP # 18-1
OP # 18-1
OP # 18-2
OP # 18-2
OP # 18-3
OP # 18-3
OP # 18-5
OP # 20-1
OP # 20-1
2,000,000
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
-
-
-
-
-
1,000,000
-
1,000,000
Balance at
Exercised
Balance at the
Vested and
beginning of
Granted during
Expired during
during the
end of the
exercisable at the
the year
(Number)
the year
(Number)
the year
(Number)
year
year
end of the year
(Number)
(Number)
(Number)
-
-
-
-
-
2,000,000
2,000,000
-
1,000,000
1,000,000
-
-
-
4,000,000
4,000,000
-
-
-
-
-
-
-
1,000,000
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
6,500,000
6,500,000
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
22,000,000
2,000,000
24,000,000
22,000,000
(i) Based on the Separation and Exit Deed signed with the Group, Mr Lowe is entitled to retain the 2,000,000 options
issued to him. The Board has agreed to exercise its discretion to waive the vesting condition that Mr Lowe remains an
employee.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2020 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 20-1
03/09/19
02/09/23
0.041
0.028
62.60%
0.99%
Details of Share Options, ESOP and other rights to ordinary shares in the Group provided as remuneration of
directors and the key management personnel of the Group are set out below:
Name
Directors
Mr A Giles
Mr A Barlow
Mr B Dixon
Ms S Morgan
Mr A Dyer
Ms F Conlan
Mr T Peacock
Other key management personnel
Options Granted During the Year
2021 (Options)
2020 (Options)
Number
$
Number
$
-
-
-
18,000,000
324,301
2,500,000
58,743
-
-
-
-
-
-
-
-
-
-
-
-
-
1,250,000
1,250,000
18,225
18,225
1,000,000
1,000,000
10,724
10,724
Section 6: Culture, accountability and remuneration
The Group’s values of respect, collaboration, communication, integrity and innovation remain critical to our
culture and effectively guide our employees in making decisions that realise opportunity for the benefit of our
clients, our shareholders, our employees and the communities in which we operate.
Employees are made aware that these values form the basis of all behaviours and actions. These behavioural
expectations are outlined in the Board approved Code of Conduct. The Group communicates and reinforces
our culture through executive communications, non-monetary performance recognition, policy reminders and
updates, training, learning and development.
The Remuneration Committee and the Board are able to assess culture in many ways including through People
& Culture reporting, senior management off-sites, department head presentations, staff survey results, as well
as through personal observation of management and staff behaviours and actions.
The remuneration framework supports our principles by motivating staff to be innovative but also be
accountable for their decisions within the business.
Section 7: Equity holdings and transactions
The number of shares in the Group held during the financial year by each Director of Adslot Ltd and other key
management personnel of the Group, including their personally related parties, are set out below:
2021
Name
Directors
Mr A Giles
Mr A Barlow
Mr B Dixon
Ms S Morgan
Mr A Dyer
Other key management personnel
Ms F Conlan
Mr T Peacock
Totals
Balance at the start
of the year
Received during the
year on exercise of
an option or right
Net other changes
during the year
Balance at the end
of the year
(Number)
(Number)
(Number)
(Number)
12,571,452
58,352,668
37,603,660
200,500
49,111,342
500,000
3,375,000
161,714,622
-
-
-
-
-
-
-
-
2,123,339
9,350,000
14,694,791
67,702,668
-
37,603,660
1,034,483
5,000,000
1,234,983
54,111,342
-
-
500,000
3,375,000
17,507,822
179,222,444
Section 8: Other transactions with Key Management Personnel
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $25,888 (2020: $28,242) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions. There were no other transactions with directors and their personally related entities for the financial
years ending 30 June 2021 and 30 June 2020.
This marks the end of the audited remuneration report.
This report is made in accordance with a resolution of directors.
The assessed fair value at issue date of the rights, and the assessed fair value at grant date of the options,
granted to the executive are allocated equally over the period from issue/grant date to vesting date, and the
amount is included in the remuneration tables above.
Andrew Barlow
Chairman
30 August 2021
24 Adslot 2021 Annual Report
Adslot 2021 Annual Report 25
Adslot 2021 Annual Report
25
Other Directors’ Report Disclosures
Directors
Andrew Barlow
Chairman
Sarah Morgan
Non-Executive Director
Ben Dixon
CEO & Executive Director
Andrew Dyer
Non-Executive Director
Adrian Giles
Non-Executive Director
Tom Triscari
Non-Executive Director
Mr Andrew Barlow, Mr Adrian Giles, Mr Ben Dixon, Ms Sarah Morgan and Mr Andrew Dyer were directors for
the whole financial year and up to the date of this report. Mr Tom Triscari (Non-Executive Director) was
appointed on 9 August 2021.
Directorships of other listed companies
Other than those disclosed on pages 6 to 7 of this Annual Report no director holds a Directorship in any other
listed companies in the three-year period immediately before the end of the financial year.
Directors’ shareholdings
The following table sets out each director’s relevant interest in shares or options in shares of the Group as at
the date of this report.
Directors
Ordinary Shares
Share Options
Mr Andrew Barlow
Mr Adrian Giles
Mr Ben Dixon
Ms Sarah Morgan
Mr Andrew Dyer
Mr Tom Triscari
#
67,702,668
14,694,791
37,603,660
1,234,983
54,111,342
-
#
-
-
19,000,000
-
6,500,000
6,000,000
Remuneration of directors and senior management
Information about the remuneration of directors and senior management is set out in the remuneration report
of this directors’ report.
Directors’ Meetings
The following table sets out the number of meetings of the Group’s Directors held during the year ended 30
June 2021 and the number of meetings attended by each Director.
Directors
Held
Attended
Held
Attended
Held
Attended
Board of Directors
Remuneration Committee Audit and Risk Committee
Mr Andrew Barlow
Mr Adrian Giles
Mr Ben Dixon
Ms Sarah Morgan
Mr Andrew Dyer
8
8
8
8
8
8
8
8
8
8
4
4
-
-
3
4
4
-
-
3
-
6
-
6
6
-
5
-
6
6
Principal activities
Adslot Ltd derives revenue from two principal activities:
1. Trading Technology - comprises Adslot Media, a leading global media trading technology platform, and
Symphony, market-leading workflow automation technology for media agencies.
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and project-
based customisation of Trading Technology.
26
26 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Other Directors’ Report Disclosures
Directors
Andrew Barlow
Chairman
Sarah Morgan
Ben Dixon
Adrian Giles
CEO & Executive Director
Non-Executive Director
Andrew Dyer
Tom Triscari
Non-Executive Director
Non-Executive Director
Non-Executive Director
Mr Andrew Barlow, Mr Adrian Giles, Mr Ben Dixon, Ms Sarah Morgan and Mr Andrew Dyer were directors for
the whole financial year and up to the date of this report. Mr Tom Triscari (Non-Executive Director) was
appointed on 9 August 2021.
Directorships of other listed companies
Other than those disclosed on pages 6 to 7 of this Annual Report no director holds a Directorship in any other
listed companies in the three-year period immediately before the end of the financial year.
The following table sets out each director’s relevant interest in shares or options in shares of the Group as at
Directors’ shareholdings
the date of this report.
Directors
Mr Andrew Barlow
Mr Adrian Giles
Mr Ben Dixon
Ms Sarah Morgan
Mr Andrew Dyer
Mr Tom Triscari
of this directors’ report.
Directors’ Meetings
Ordinary Shares
Share Options
#
67,702,668
14,694,791
37,603,660
1,234,983
54,111,342
-
#
-
-
-
19,000,000
6,500,000
6,000,000
Remuneration of directors and senior management
Information about the remuneration of directors and senior management is set out in the remuneration report
The following table sets out the number of meetings of the Group’s Directors held during the year ended 30
June 2021 and the number of meetings attended by each Director.
Directors
Held
Attended
Held
Attended
Held
Attended
Board of Directors
Remuneration Committee Audit and Risk Committee
Mr Andrew Barlow
Mr Adrian Giles
Mr Ben Dixon
Ms Sarah Morgan
Mr Andrew Dyer
8
8
8
8
8
8
8
8
8
8
4
4
-
-
3
4
4
-
-
3
-
6
-
6
6
-
5
-
6
6
Principal activities
Adslot Ltd derives revenue from two principal activities:
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and project-
based customisation of Trading Technology.
Collins Square, Tower 5
727 Collins Street
Melbourne Victoria 3008
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
Auditor’s Independence Declaration
To the Directors of Adslot Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit of
Adslot Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:
a
b
no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M J Climpson
Partner – Audit & Assurance
Melbourne, 30 August 2021
1. Trading Technology - comprises Adslot Media, a leading global media trading technology platform, and
Symphony, market-leading workflow automation technology for media agencies.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
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Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
26 Adslot 2021 Annual Report
24
Adslot 2021 Annual Report
27
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2021
Notes
3
3
4,10
4,8
4
21
4
10
8
5
Total revenue from continuing operations
Other income
Total revenue and other income
Hosting & other related technology costs
Employee benefits expense
Impairment of receivables
Other operating expenses
Share-based payment expense
Depreciation and amortisation expenses
Impairment of Goodwill
Provision for R&D claim for financial year 2015/2016
Interest Expense
Total expenses
Loss before income tax expense
Income tax benefit / (expense)
Loss after income tax expense
Net loss attributable to the members
Other comprehensive income / (loss)
Items that may be reclassified subsequently to profit or loss
Foreign exchange translation
Total other comprehensive income / (loss)
Total comprehensive loss attributable to the members
Earnings per share (EPS) from loss from continuing operations
attributable to the ordinary equity holders of the Group
Basic earnings per share
Diluted earnings per share
17
17
2021
$
8,233,147
1,389,456
9,622,603
(1,370,854)
(7,629,008)
19,085
(2,526,739)
(537,168)
(3,596,794)
-
-
(97,994)
(15,739,472)
(6,116,869)
(163,905)
(6,280,774)
(6,280,774)
2020
$
9,835,906
737,044
10,572,950
(1,290,381)
(7,654,417)
(19,565)
(2,550,892)
(207,270)
(3,665,792)
(10,000,000)
(1,527,734)
(148,041)
(27,064,092)
(16,491,142)
(126,583)
(16,617,725)
(16,617,725)
(3,383)
(3,383)
31,588
31,588
(6,284,157)
(16,586,137)
2021
Cents
(0.33)
(0.33)
2020
Cents
(0.96)
(0.96)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
28
28 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
For the year ended 30 June 2021
As at 30 June 2021
Total revenue from continuing operations
Other income
Total revenue and other income
Hosting & other related technology costs
Employee benefits expense
Impairment of receivables
Other operating expenses
Share-based payment expense
Depreciation and amortisation expenses
Impairment of Goodwill
Interest Expense
Total expenses
Loss before income tax expense
Income tax benefit / (expense)
Loss after income tax expense
Net loss attributable to the members
Other comprehensive income / (loss)
Provision for R&D claim for financial year 2015/2016
Items that may be reclassified subsequently to profit or loss
Foreign exchange translation
Total other comprehensive income / (loss)
Earnings per share (EPS) from loss from continuing operations
attributable to the ordinary equity holders of the Group
Basic earnings per share
Diluted earnings per share
Notes
3
3
4,10
4,8
4
21
4
10
8
5
17
17
2021
$
8,233,147
1,389,456
9,622,603
(1,370,854)
(7,629,008)
19,085
(2,526,739)
(537,168)
(3,596,794)
-
-
(97,994)
(15,739,472)
(6,116,869)
(163,905)
(6,280,774)
(6,280,774)
(3,383)
(3,383)
2021
Cents
(0.33)
(0.33)
2020
$
9,835,906
737,044
10,572,950
(1,290,381)
(7,654,417)
(19,565)
(2,550,892)
(207,270)
(3,665,792)
(10,000,000)
(1,527,734)
(148,041)
(27,064,092)
(16,491,142)
(126,583)
(16,617,725)
(16,617,725)
31,588
31,588
2020
Cents
(0.96)
(0.96)
Total comprehensive loss attributable to the members
(6,284,157)
(16,586,137)
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets
Non-current assets
Property, plant & equipment
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Other liabilities
Lease liability
Provisions
Total current liabilities
Non-current liabilities
Lease liability
Provisions
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Notes
2021
$
2020
$
7
8
9
5
10
11
12
13
14
13
14
5
15
16
6,826,853
4,040,885
249,988
6,160,440
4,822,711
209,723
11,117,726
11,192,874
1,780,962
1,845,736
34,386
36,370
12,694,084
13,184,940
14,509,432
15,067,046
25,627,158
26,259,920
4,516,056
3,098,704
641,141
594,101
720,720
685,610
886,952
634,916
6,472,018
5,306,182
1,161,470
683,482
34,386
960,915
675,146
36,370
1,879,338
1,672,431
8,351,356
6,978,613
17,275,802
19,281,307
155,607,845
151,866,361
1,473,259
939,474
(139,805,302)
(133,524,528)
17,275,802
19,281,307
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
28 Adslot 2021 Annual Report
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29
Consolidated Statement of Changes in Equity
For the year ended 30 June 2021
2021
Balance at 1 July 2020
Movement in foreign exchange translation
reserve
Other comprehensive income
Loss attributable to members of the Group
Total comprehensive income/(loss)
Notes
Issued
Capital
$
151,866,361
Reserves
$
939,474
Accumulated
Losses
$
(133,524,528)
Total
Equity
$
19,281,307
16
-
(3,383)
-
-
(3,383)
(3,383)
(3,383)
-
-
-
-
(6,280,774)
(6,280,774)
(3,383)
(6,280,774)
(6,284,157)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Employees share-based expense reserve
Directors share-based payments expense
15
16
16
3,741,484
-
-
-
490,663
46,505
3,741,484
537,168
-
-
-
-
3,741,484
490,663
46,505
4,278,652
Balance 30 June 2021
155,607,845
1,473,259
(139,805,302)
17,275,802
2020
Balance at 1 July 2019
Notes
Issued
Capital
$
145,838,216
Reserves
$
649,149
Accumulated
Losses
$
(116,890,245)
Total
Equity
$
29,597,120
Adjustment from adoption of AASB 16
-
-
(16,558)
(16,558)
Adjusted balance at 1 July 2019
Movement in foreign exchange translation
reserve
Other comprehensive income
Loss attributable to members of the Group
Total comprehensive income/(loss)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Share-based payments - third party
Employees share-based payments reserve
16
15
16
16
145,838,216
649,149
(116,906,803)
29,580,562
-
-
-
-
31,588
31,588
-
-
31,588
31,588
-
(16,617,725)
(16,617,725)
31,588
(16,617,725)
(16,586,137)
6,079,612
(51,467)
-
6,028,145
-
51,467
207,270
258,737
-
-
-
-
6,079,612
-
207,270
6,286,882
Balance 30 June 2020
151,866,361
939,474
(133,524,528)
19,281,307
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
30
30 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Consolidated Statement of Changes in Equity
For the year ended 30 June 2021
Consolidated Statement of Cash Flows
For the year ended 30 June 2021
Contributions of equity, net of transaction costs
3,741,484
-
-
-
490,663
46,505
3,741,484
537,168
3,741,484
490,663
46,505
4,278,652
Balance 30 June 2021
155,607,845
1,473,259
(139,805,302)
17,275,802
Balance at 1 July 2020
Movement in foreign exchange translation
reserve
Other comprehensive income
Loss attributable to members of the Group
Total comprehensive income/(loss)
Transactions with equity holders in their
capacity as equity holders
Employees share-based expense reserve
Directors share-based payments expense
2021
2020
Balance at 1 July 2019
Adjustment from adoption of AASB 16
Adjusted balance at 1 July 2019
Movement in foreign exchange translation
reserve
Other comprehensive income
Loss attributable to members of the Group
Total comprehensive income/(loss)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Share-based payments - third party
Employees share-based payments reserve
15
16
16
16
15
16
16
Notes
Issued
Capital
$
Accumulated
Reserves
Losses
$
$
Total
Equity
$
151,866,361
939,474
(133,524,528)
19,281,307
16
-
(3,383)
(3,383)
-
-
(3,383)
(3,383)
-
(6,280,774)
(6,280,774)
(3,383)
(6,280,774)
(6,284,157)
-
-
-
-
-
-
-
-
Notes
Issued
Capital
$
Accumulated
Reserves
Losses
$
$
Total
Equity
$
145,838,216
649,149
(116,890,245)
29,597,120
-
(16,558)
(16,558)
145,838,216
649,149
(116,906,803)
29,580,562
31,588
31,588
-
-
31,588
31,588
-
(16,617,725)
(16,617,725)
31,588
(16,617,725)
(16,586,137)
6,079,612
(51,467)
-
6,028,145
-
51,467
207,270
258,737
6,079,612
-
207,270
6,286,882
-
-
-
-
-
-
-
-
Balance 30 June 2020
151,866,361
939,474
(133,524,528)
19,281,307
Notes
2021
$
2020
$
Cash flows from operating activities
Receipts from trade and other debtors
Interest received
Receipt of R&D tax incentive and other Grants
13,555,868
19,294,163
12,324
49,746
1,713,958
183,175
Payments to trade creditors, other creditors and employees
(15,473,076)
(22,769,767)
Income tax refund
Interest paid
1,118
4,338
(103,379)
(144,063)
Net cash outflows from operating activities
22
(293,187)
(3,382,408)
Cash flows from investing activities
Payments for property, plant and equipment
Receipt of R&D tax incentive relating to capitalised assets
Payments for intangible assets
Net cash outflows from investing activities
(9,066)
1,337,683
(3,105,558)
(6,099)
277,760
(4,562,586)
(1,776,941)
(4,290,925)
Cash flows from financing activities
Proceeds from issue of shares
Payments of equity raising costs
Payments for leased assets
Proceeds from borrowings
4,002,000
(278,984)
(914,787)
163,732
6,400,000
(328,250)
(681,698)
167,315
12(ii)
Net cash inflows from financing activities
2,971,961
5,557,367
Net increase / (decrease) in cash held
Cash at the beginning of the financial year
Effects of exchange rate changes on cash
901,833
6,160,440
(235,420)
(2,115,966)
8,165,544
110,862
Cash at the end of the financial year
7
6,826,853
6,160,440
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
30 Adslot 2021 Annual Report
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31
Notes to the Financial Statements
For the year ended 30 June 2021
Summary of Significant Accounting Policies
The financial report covers Adslot Ltd (‘the Company’) and controlled entities (‘the Group’). Adslot Ltd is a
listed public company, incorporated and domiciled in Australia. The financial report is for the financial year
ended 30 June 2021 and is presented in Australian dollars.
The principal accounting policies adopted in the preparation of these consolidated financial statements are
summarised below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
New or amended Accounting Standards and Interpretations
The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. Any
new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
Basis of preparation
This general-purpose financial report has been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the
Corporations Act 2001.
It is noted that Directors have considered the impact of the COVID-19 pandemic on accounting policies,
judgements and estimates, as outlined in the applicable area in the Notes to the Financial Statements.
Compliance with IFRS
Australian Accounting Standards include International Financial Reporting Standards as adopted in Australia.
Compliance with Australian Accounting Standards ensures that the financial statements and notes of Adslot
Ltd comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). Adslot Ltd is a for-profit entity for the purpose of preparing the financial statements.
Historical cost convention
These financial statements have been prepared under the historical cost convention as modified by the
revaluation of available-for-sale financial assets. Under the historical cost convention assets are recorded at
the amount of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the
time of their acquisition. Liabilities are recorded at the amount of proceeds received in exchange for the
obligation, or in some circumstances at the amounts of cash or cash equivalents expected to be paid to satisfy
the liability in the normal course of business.
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards 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 estimates and associated assumptions are based on historical
experience and other factors that are considered relevant. Actual results may differ from these estimates. The
estimates and associated assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current and future periods.
32
32 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements
For the year ended 30 June 2021
Summary of Significant Accounting Policies
The financial report covers Adslot Ltd (‘the Company’) and controlled entities (‘the Group’). Adslot Ltd is a
listed public company, incorporated and domiciled in Australia. The financial report is for the financial year
ended 30 June 2021 and is presented in Australian dollars.
The principal accounting policies adopted in the preparation of these consolidated financial statements are
summarised below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
New or amended Accounting Standards and Interpretations
The Group has adopted all of the new, revised or amended Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. Any
new, revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been
early adopted.
Basis of preparation
Corporations Act 2001.
Compliance with IFRS
This general-purpose financial report has been prepared in accordance with Australian Accounting Standards,
other authoritative pronouncements of the Australian Accounting Standards Board (AASB) and the
It is noted that Directors have considered the impact of the COVID-19 pandemic on accounting policies,
judgements and estimates, as outlined in the applicable area in the Notes to the Financial Statements.
Australian Accounting Standards include International Financial Reporting Standards as adopted in Australia.
Compliance with Australian Accounting Standards ensures that the financial statements and notes of Adslot
Ltd comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB). Adslot Ltd is a for-profit entity for the purpose of preparing the financial statements.
Historical cost convention
These financial statements have been prepared under the historical cost convention as modified by the
revaluation of available-for-sale financial assets. Under the historical cost convention assets are recorded at
the amount of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the
time of their acquisition. Liabilities are recorded at the amount of proceeds received in exchange for the
obligation, or in some circumstances at the amounts of cash or cash equivalents expected to be paid to satisfy
the liability in the normal course of business.
Critical accounting estimates
The preparation of financial statements in conformity with Australian Accounting Standards 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 estimates and associated assumptions are based on historical
experience and other factors that are considered relevant. Actual results may differ from these estimates. The
estimates and associated assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current and future periods.
Going concern
Management continues to invest resources to support growth in trading fees, primarily from media agency
holding companies and their subsidiaries in the US and UK markets.
In December 2020 the Group successfully raised $4.0 million via a share placement, resulting in $3.7 million
net cash inflows in the period under review.
Inflows from financing activities of $3.0 million, combined with the net cash outflows from operating and
investing activities of $2.1 million, resulted in net cash inflows of $0.9 million in the 2021 financial year.
Management anticipates incurring further net cash outflows from operations until such time as sufficient
revenue growth is achieved.
Based on the findings made by Innovation and Science Australia in relation to the FY16 R&D activities, the
ATO amended the R&D Tax Incentive Offset for FY16. The Group continues to defend the legitimacy of its
claim and has requested a review of the findings by the Administrative Appeals Tribunal (AAT). If successful,
the $1.5 million will be refunded to the Group.
The FY2021 R&D claim of $1.1 million is expected to be received in the first half of the 2022 financial year.
A delay in expected growth in revenues, and/or a delay in payment of the FY2021 R&D claim, has the potential
to create a cash flow risk to the Group which could affect its ability to pay its debts as and when they fall due,
and to realise its assets in the normal course of business.
However, the directors believe the Group will be able to continue to pay its debts as and when they fall due for
the following reasons:
the Group had a cash position of $6.8 million at 30 June 2021;
•
• FY2021 R&D claim of $1.1 million is expected to be received in the first half of FY2021;
• Symphony licence fees which are largely recurring and predictable;
• ongoing cost management initiatives including reduction to office space in each market, reducing the
largest fixed cost of the business outside salaries;
the opportunity to implement further cost reductions; and
the Group has a proven track record of successfully raising capital from existing and new investors.
•
•
As part of the directors’ consideration of the appropriateness of adopting the going concern basis in preparing
the financial statements, a range of scenarios regarding the ongoing impact of the COVID-19 pandemic on the
Group’s current and future earnings were critically reviewed. The scenarios are most sensitive to the
assumptions made for Adslot Media in the USA where the greatest revenue growth is expected.
It is noted that media spend has returned to pre-COVID-19 levels in the primary markets Adslot Media currently
operates.
Accordingly, the directors believe there exists a reasonable expectation that the Group can continue to pay its
debts as and when they fall due, and the financial report has been prepared on a going concern basis.
32 Adslot 2021 Annual Report
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Adslot 2021 Annual Report
33
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Principles of consolidation
Subsidiaries
The consolidated financial statements comprise those of the Group, and the entities it controlled at the end of,
or during, the financial year. The Group controls a subsidiary if it is exposed, or has rights, to variable returns
from its involvement with the subsidiary and has the ability to affect those returns through its power over the
subsidiary.
All intra-group transactions, balances, income and expenses between entities in the Group included in the
financial statements have been eliminated in full. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Where
an entity either began or ceased to be controlled during the year, the results are included only from the date
control commenced or up to the date control ceased. The accounting policies adopted in preparing the financial
statements have been consistently applied by entities in the Group.
Investments in subsidiaries are accounted for at cost less impairment losses in the parent entity information in
Note 24.
Business combinations
Acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the
acquiree. Acquisition related costs are recognised in profit or loss as incurred.
The Group recognises identifiable assets and liabilities assumed in the business combination regardless of
whether they have been previously recognised in the acquiree’s financial statements prior to acquisition.
Assets acquired and liabilities assumed are generally measured at their acquisition date fair values. Goodwill
is stated after separate recognition of identifiable intangible assets calculated as the excess of the sum of the
fair value of the consideration transferred over the acquisition date fair value of identifiable net assets. If the
identifiable net assets exceed the consideration transferred, the excess amount is recognised in profit or loss
immediately.
Any deferred settlement of cash consideration is discounted to its present value as at the date of acquisition.
The discount rate used is the incremental borrowing rate that the Group can obtain from an independent
financier under comparable terms and conditions.
Foreign Currency Exchange
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at
the reporting date. Exchange differences are recognised in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income in the period in which they arise.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian
dollars at exchange rates prevailing on the reporting date. Income and expense items are translated at the
closing exchange rates for the period. Exchange differences arising, if any, are charged/credited to other
comprehensive income and recognised in the Group’s foreign currency translation reserve in equity. On
disposal of a foreign operation the cumulative translation difference recognised in equity are reclassified to
profit or loss and recognised as part of the gain or loss on disposal.
34
34 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Principles of consolidation
Subsidiaries
The consolidated financial statements comprise those of the Group, and the entities it controlled at the end of,
or during, the financial year. The Group controls a subsidiary if it is exposed, or has rights, to variable returns
from its involvement with the subsidiary and has the ability to affect those returns through its power over the
subsidiary.
All intra-group transactions, balances, income and expenses between entities in the Group included in the
financial statements have been eliminated in full. Where unrealised losses on intra-group asset sales are
reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Where
an entity either began or ceased to be controlled during the year, the results are included only from the date
control commenced or up to the date control ceased. The accounting policies adopted in preparing the financial
statements have been consistently applied by entities in the Group.
Investments in subsidiaries are accounted for at cost less impairment losses in the parent entity information in
Note 24.
Business combinations
Acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the
acquiree. Acquisition related costs are recognised in profit or loss as incurred.
The Group recognises identifiable assets and liabilities assumed in the business combination regardless of
whether they have been previously recognised in the acquiree’s financial statements prior to acquisition.
Assets acquired and liabilities assumed are generally measured at their acquisition date fair values. Goodwill
is stated after separate recognition of identifiable intangible assets calculated as the excess of the sum of the
fair value of the consideration transferred over the acquisition date fair value of identifiable net assets. If the
identifiable net assets exceed the consideration transferred, the excess amount is recognised in profit or loss
immediately.
Any deferred settlement of cash consideration is discounted to its present value as at the date of acquisition.
The discount rate used is the incremental borrowing rate that the Group can obtain from an independent
financier under comparable terms and conditions.
Foreign Currency Exchange
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s
functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each
reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at
the reporting date. Exchange differences are recognised in the Consolidated Statement of Profit or Loss and
Other Comprehensive Income in the period in which they arise.
On consolidation, the assets and liabilities of the Group’s foreign operations are translated into Australian
dollars at exchange rates prevailing on the reporting date. Income and expense items are translated at the
closing exchange rates for the period. Exchange differences arising, if any, are charged/credited to other
comprehensive income and recognised in the Group’s foreign currency translation reserve in equity. On
disposal of a foreign operation the cumulative translation difference recognised in equity are reclassified to
profit or loss and recognised as part of the gain or loss on disposal.
Cash and cash equivalents
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and deposits at
call which are readily convertible to cash and are not subject to significant risk of changes in value, net of bank
overdrafts.
Cash held on behalf of Publishers represents the share of campaign fees held before release to Adslot
Publishers.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment in value.
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be recoverable. Leasehold improvements are depreciated
using the straight-line method over the remaining period of the underlying lease.
Depreciation is calculated on a straight-line basis for all plant and equipment. The estimated useful lives,
residual values and depreciation method are reviewed at the end of each annual reporting period, with the
effect of any changes recognised on a prospective basis.
The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of asset and is recognised in profit or loss.
The following depreciation rates are used for each class of depreciable asset:
Computer Equipment
Plant & Equipment
Leasehold Improvements
Receivables
33– 40% per annum
20 – 33% per annum
20 – 100% per annum
Trade receivables are recognised initially at fair value and thereafter are measured at amortised cost, less
provision for impairment. They are non-derivative financial assets with fixed or determinable amounts not
quoted in an active market. Trade accounts receivable are generally settled between 14 and 60 days and
carried at amounts recoverable.
Collectability of trade receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible
are written off. The Group makes use of a simplified approach in accounting for trade receivables and records
the loss allowance at the amount equal to the expected lifetime credit losses. In using this practical expedient,
the Group uses its historical experience, external indicators and forward-looking information to calculate the
expected credit losses. The amount of the expected credit loss is recognised in profit or loss. Subsequent
recoveries of amounts previously written off are credited against the allowance account.
Trade and other creditors – financial liabilities
Trade accounts payable and other creditors represent liabilities for goods and services provided to the Group
prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid
within 45 days of recognition.
Financial liabilities are measured subsequently at amortised cost using the effective interest method.
34 Adslot 2021 Annual Report
Adslot 2021 Annual Report 35
Adslot 2021 Annual Report
35
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Borrowings
Borrowings are initially recognised at fair value (less transaction costs) and subsequently measured at
amortised cost. Any difference between the proceeds and the redemption amount is recognised in profit or
loss over the period of the borrowing using the effective interest method.
Finance costs
Finance costs are recognised as expenses in the period in which they are incurred except where they are
incurred in the construction of a qualifying asset in which case the finance costs are capitalised as part of the
asset.
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred
tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit or taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities are always provided for in full.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
Tax consolidation legislation
Adslot Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation
legislation. The head entity, Adslot Ltd, and the controlled entities in the tax consolidated group account for
their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone taxpayer in its own right where the entity is subject to tax as
part of the tax-consolidated group.
To the extent that it is not probable that taxable profit will be available in the foreseeable future against which
the unused tax losses or unused tax credits can be utilised, the deferred tax assets of its own and its controlled
entities are not recognised.
36
36 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Employee benefits
Wages and salaries, annual leave and sick leave
Short-term employee benefits are current liabilities included in employee benefits, measured at the
undiscounted amount that the Group expects to pay as a result of the unused entitlement. Annual leave is
included in ‘provisions’. The Group does not discount the leave liability calculations as the Group expects all
annual leave for all employees to be used wholly within 12 months of the end of reporting period.
Long service leave
The liability for long service leave is recognised in the non-current provision for employee benefits and is
measured as the present value of the estimated future cash outflows to be made by the Group in respect of
services provided by employees up to reporting date.
Share-based compensation benefits
Equity-settled share-based payments with employees and others providing similar services are measured at
the fair value of the equity instrument at the grant date. The fair value at grant date is determined using an
appropriate pricing model that takes into account the exercise price, the term of the option, the impact of
dilution, the share price at grant date, the expected price volatility of the underlying share, the expected
dividends yield and the risk-free interest rate for the term of the option.
The fair value determined at the grant date of the equity-settled share-based payments is recognised as an
expense, with a corresponding increase in equity (share-based payments reserve) on a straight-line basis over
the vesting period.
Upon the exercise of options, the balance of the share-based payments reserve relating to those options is
transferred to share capital while the proceeds received, net of any directly attributable transaction costs, are
credited to share capital.
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
Borrowings are initially recognised at fair value (less transaction costs) and subsequently measured at
amortised cost. Any difference between the proceeds and the redemption amount is recognised in profit or
loss over the period of the borrowing using the effective interest method.
Finance costs are recognised as expenses in the period in which they are incurred except where they are
incurred in the construction of a qualifying asset in which case the finance costs are capitalised as part of the
Borrowings
Finance costs
asset.
Income tax
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income
based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply
when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is
made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred
tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other
than a business combination, that at the time of the transaction did not affect either accounting profit or taxable
profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities are always provided for in full.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in controlled entities where the parent entity is able to control the timing of the
reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
future.
directly in equity.
Tax consolidation legislation
Adslot Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation
legislation. The head entity, Adslot Ltd, and the controlled entities in the tax consolidated group account for
their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax
consolidated group continues to be a stand-alone taxpayer in its own right where the entity is subject to tax as
part of the tax-consolidated group.
To the extent that it is not probable that taxable profit will be available in the foreseeable future against which
the unused tax losses or unused tax credits can be utilised, the deferred tax assets of its own and its controlled
entities are not recognised.
36 Adslot 2021 Annual Report
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37
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Intangible Assets
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired
(acquisition date). Goodwill is measured as the excess of the fair value of consideration paid over the fair value
of the identifiable net assets of the entity or operations acquired. Goodwill acquired in business combinations
is not amortised. Instead, goodwill is tested for impairment at least on an annual basis. An impairment loss for
goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.
Research and development expenditure
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an
internal project is recognised only when the Group can demonstrate the technical feasibility of completing the
intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell
the asset, how the asset will generate future economic benefits, the availability of resources to complete the
development and the ability to measure reliably the expenditure attributable to the intangible asset during its
development. Following the initial recognition of the development expenditure, the cost model is applied
requiring the assets to be carried at cost less any accumulated amortisation and accumulated impairment
losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related
project.
The carrying value of an intangible asset arising from development costs is tested for impairment annually
when the asset is not yet available for use or more frequently when an indicator of impairment arises during
the reporting period.
Intellectual property
The intellectual property relates to the platform technology, branding and domains acquired as a result of the
acquisition of Adslot, QDC IP Technology and Facilitate Digital businesses. Where the useful life is assessed
as indefinite, assets are not amortised and the carrying value is tested for impairment annually or more
frequently if events or changes in circumstances indicate impairment. It is carried at cost less impairment
losses. For those assets assessed as having a finite life, they are amortised on a straight-line basis over the
estimated useful life of the asset. The expected accounting useful life of intellectual property relating to the
Adslot, QDC IP Technology and Facilitate Digital business is 4 to 5 years.
Domain name
Acquired domain names are accounted for at cost, useful life is assessed as indefinite and the assets are not
amortised. The carrying value is tested for impairment annually or more frequently if events or changes in
circumstances indicate impairment. They are carried at cost less impairment losses.
Software
Software represents internally developed software platforms capitalised according to accounting standards.
Software is assessed as having a finite life and is amortised on a straight-line basis over the estimated useful
life of the asset. The expected accounting useful life of software is 5 years.
The carrying value of the software is tested for impairment when an indicator of impairment arises during the
reporting period.
38
38 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Intangible Assets
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired
(acquisition date). Goodwill is measured as the excess of the fair value of consideration paid over the fair value
of the identifiable net assets of the entity or operations acquired. Goodwill acquired in business combinations
is not amortised. Instead, goodwill is tested for impairment at least on an annual basis. An impairment loss for
goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.
Research and development expenditure
Research costs are expensed as incurred. An intangible asset arising from development expenditure on an
internal project is recognised only when the Group can demonstrate the technical feasibility of completing the
intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell
the asset, how the asset will generate future economic benefits, the availability of resources to complete the
development and the ability to measure reliably the expenditure attributable to the intangible asset during its
development. Following the initial recognition of the development expenditure, the cost model is applied
requiring the assets to be carried at cost less any accumulated amortisation and accumulated impairment
losses. Any expenditure so capitalised is amortised over the period of expected benefits from the related
The carrying value of an intangible asset arising from development costs is tested for impairment annually
when the asset is not yet available for use or more frequently when an indicator of impairment arises during
project.
the reporting period.
Intellectual property
The intellectual property relates to the platform technology, branding and domains acquired as a result of the
acquisition of Adslot, QDC IP Technology and Facilitate Digital businesses. Where the useful life is assessed
as indefinite, assets are not amortised and the carrying value is tested for impairment annually or more
frequently if events or changes in circumstances indicate impairment. It is carried at cost less impairment
losses. For those assets assessed as having a finite life, they are amortised on a straight-line basis over the
estimated useful life of the asset. The expected accounting useful life of intellectual property relating to the
Adslot, QDC IP Technology and Facilitate Digital business is 4 to 5 years.
Domain name
Software
Acquired domain names are accounted for at cost, useful life is assessed as indefinite and the assets are not
amortised. The carrying value is tested for impairment annually or more frequently if events or changes in
circumstances indicate impairment. They are carried at cost less impairment losses.
Software represents internally developed software platforms capitalised according to accounting standards.
Software is assessed as having a finite life and is amortised on a straight-line basis over the estimated useful
life of the asset. The expected accounting useful life of software is 5 years.
The carrying value of the software is tested for impairment when an indicator of impairment arises during the
reporting period.
Leased assets and liabilities
In line with AASB 16 ‘Leases’, the Group recognises a right-of-use asset and a corresponding lease liability at
the commencement of a lease. The right-of-use asset is recognised at an amount equal to the initial
measurement of the lease liability, adjusted for lease prepayments, lease incentives received, initial direct
costs incurred and an estimate of any future restoration, removal or dismantling costs.
The lease liability is measured at the present value of future lease payments comprising; fixed lease payments
less incentives, variable lease payments, residual guarantees payable, payment of purchase options where
exercise is reasonably certain and any anticipated termination penalties. The lease payments are discounted
at the rate implicit in the lease, or where not readily determinable, at the entity’s incremental borrowing rate.
For all new contracts, the Group considers whether a contract is, or contains a lease. A lease is defined as a
contract or a part of a contract, that conveys the right to use an asset for a period of time in exchange for
consideration. To apply this definition, the Group assesses whether the contract meets three key evaluations
as follows:
•
•
•
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly
specified by being identified at the time the asset is made available to the Group;
the Group has the right to obtain substantially all of the economic benefits from the use of the identified
asset throughout the period of use, considering its rights within the scope of the contract; and
the Group has the right to direct the use of the identified asset throughout the period of use. The Group
assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period
of use.
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to
the earlier of the end of the useful life of the asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when such indicators exist.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest.
It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed
payments. When the liability is remeasured, the corresponding amount is reflected in the right-of-use asset.
Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i. Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
ii. For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables.
38 Adslot 2021 Annual Report
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39
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Revenue recognition
The Group derives revenue from trading technology and services. To determine whether to recognise revenue,
the Group follows a 5-step process:
Identifying the contract with a customer
Identifying the performance obligations
1.
2.
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied
The Group often enters into transactions involving a range of the Group’s products and services. In all cases,
the total transaction price for a contract is allocated amongst the various performance obligations based on
their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected
on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance
obligations by transferring the promised services to its customers.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as contract liabilities in the statement of financial position. Similarly, if
the Group satisfies a performance obligation before it receives the consideration, the Group recognises either
a contract asset or a receivable in its statement of financial position, depending on whether something other
than the passage of time is required before the consideration is due.
Revenue recognised for the major business activities for each category as follows:
Revenue from Trading Technology
Revenue from Trading Technology - Licence Fees
Adslot and Symphony licence fees are derived by providing customers access to the Group’s technology
platforms. The fee is based on either annual contracted amounts, the number of users, a tier system based on
historical volumes traded on the platform, and/or resources allocated. The contracts are ongoing but
cancellable with defined notice periods. The Group is expected to maintain its performance obligations
throughout the contracted period for the client to achieve the benefits of the platforms. As per AASB 15,
revenue is recognised over time; since the promise to grant a licence as a performance obligation is satisfied
over time. The client simultaneously receives and consumes the benefit from the Group’s performance of
providing access to the platforms.
Revenue from Trading Technology – Trading Fees
Adslot trading fee revenues are recognised over time. Only the portion of the media campaign that is retained
by the Group for their services is recorded as revenue. This is typically a percentage of the total media
transacted on the Adslot platform. Where media campaigns are realised over a period a time, the portion that
extends beyond the reporting period is not taken up as revenue as the performance obligations have not been
satisfied. Where the funds for these campaigns are prepaid by advertisers those amounts are treated as
contract liabilities in the Consolidated Statement of Financial Position. As the fees are usage-based revenues
the revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Funds collected or collectable from advertisers and due to be repaid to publisher clients are disclosed in the
accounts as publisher creditors and categorised under Trade and other payables in the Consolidated
Statement of Financial Position.
Symphony trading fees are charged to publishers for the use of the Symphony platform as a workflow solution.
The fee is based on a percentage fee calculated from the total transacted value of campaigns. As per AASB
15, revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
40
40 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Revenue recognition
the Group follows a 5-step process:
1.
2.
Identifying the contract with a customer
Identifying the performance obligations
3. Determining the transaction price
The Group derives revenue from trading technology and services. To determine whether to recognise revenue,
4. Allocating the transaction price to the performance obligations
5. Recognising revenue when/as performance obligation(s) are satisfied
The Group often enters into transactions involving a range of the Group’s products and services. In all cases,
the total transaction price for a contract is allocated amongst the various performance obligations based on
their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected
on behalf of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance
obligations by transferring the promised services to its customers.
The Group recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as contract liabilities in the statement of financial position. Similarly, if
the Group satisfies a performance obligation before it receives the consideration, the Group recognises either
a contract asset or a receivable in its statement of financial position, depending on whether something other
than the passage of time is required before the consideration is due.
Revenue recognised for the major business activities for each category as follows:
Revenue from Trading Technology
Revenue from Trading Technology - Licence Fees
Adslot and Symphony licence fees are derived by providing customers access to the Group’s technology
platforms. The fee is based on either annual contracted amounts, the number of users, a tier system based on
historical volumes traded on the platform, and/or resources allocated. The contracts are ongoing but
cancellable with defined notice periods. The Group is expected to maintain its performance obligations
throughout the contracted period for the client to achieve the benefits of the platforms. As per AASB 15,
revenue is recognised over time; since the promise to grant a licence as a performance obligation is satisfied
over time. The client simultaneously receives and consumes the benefit from the Group’s performance of
providing access to the platforms.
Revenue from Trading Technology – Trading Fees
Adslot trading fee revenues are recognised over time. Only the portion of the media campaign that is retained
by the Group for their services is recorded as revenue. This is typically a percentage of the total media
transacted on the Adslot platform. Where media campaigns are realised over a period a time, the portion that
extends beyond the reporting period is not taken up as revenue as the performance obligations have not been
satisfied. Where the funds for these campaigns are prepaid by advertisers those amounts are treated as
contract liabilities in the Consolidated Statement of Financial Position. As the fees are usage-based revenues
the revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Funds collected or collectable from advertisers and due to be repaid to publisher clients are disclosed in the
accounts as publisher creditors and categorised under Trade and other payables in the Consolidated
Statement of Financial Position.
Symphony trading fees are charged to publishers for the use of the Symphony platform as a workflow solution.
The fee is based on a percentage fee calculated from the total transacted value of campaigns. As per AASB
15, revenue is recognised over time when the usage occurs and the performance obligations are satisfied.
Revenue from Services
Service revenue is recognised at a point in time or over time based on when the performance obligations are
met, and the customer can realise benefit from service received without further involvement from the Group.
Statement of work revenue is derived as a once off Symphony activation fee or custom development work.
The revenue is recognised at a point in time when the Group has completed its performance obligation and
the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits
from, the work carried out.
Website development revenue is recorded based on project delivery revenue over time as the project is
completed. All projects are assigned percentages of project completion (based on actual work in progress)
and all website development revenue applicable to percentage of incomplete work is recorded as contract
liabilities. As such revenue is recognised over time when the performance obligations are met and when the
Group receives a right to payment for performance completed to date.
Search Engine Optimisation and Search Engine Advertising attempts to improve search engine rankings of
the client’s website or bid on certain keywords in order for their clickable ads to appear in search results. These
are ongoing contracts and can be cancelled with 90 days’ notice. The Group needs to continuously manage
these campaigns; as such the revenue is recognised over time as the clients simultaneously receive the service
and the Group satisfies its performance obligations.
Hosting revenue is derived for hosting the client’s websites in third party cloud servers managed by the Group.
These contracts are ongoing and can be cancelled with 90 days’ notice. Clients may pay upfront annually. The
Group needs to continually satisfy the performance obligations of hosting the site and provide customer
support, as and when required. Therefore, revenue is recognised over time.
For Domain Names Registration and SSL Certification, at the time of initial activation the service has been
transferred in full to the customer; and the customer is able to realise benefits from services received without
further involvement from the Group. Furthermore, the Group separately prices and sells these products. There
is no further performance obligation for the Group. As such revenue needs to be recognised at a point in time.
Interest revenue
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the
amount can be measured reliably, taking into account the effective yield on the financial asset.
Government grants
In accordance with AASB 120, government grants are recognised at fair value where there is reasonable
assurance that the grant will be received and all grant conditions will be met. Where appropriate grants relating
to expense items are recognised as other income, over the periods necessary to match the grant to the costs
they are compensating. Grants relating to assets are credited to deferred income and are amortised on a
straight-line basis over the expected lives of the assets.
Sale of non-current assets
The net gain from the sale of non-current asset sales is recognised as income at the date control of the asset
passes to the buyer, usually when the signed contract of sale becomes unconditional.
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41
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs,
except for those carried at fair value through the profit or loss statement, and which are measured initially at
fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
hedging instruments, are classified as financial assets at amortised cost.
Classifications are determined by both:
• The entity’s business model for managing the financial asset; and
• The contractual cash flow characteristics of the financial assets.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as financial assets at fair value through profit and loss):
•
•
they are held within a business model whose objective is to hold the financial assets and collect its
contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments as well as government bonds.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract
assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this
practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses.
Trade and other receivables and contract assets are subject to review at least at each reporting date to identify
expected credit losses.
At reporting date and throughout the reporting period the Group did not have any other financial instruments
other than trade and other receivables.
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Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs,
except for those carried at fair value through the profit or loss statement, and which are measured initially at
fair value. Subsequent measurement of financial assets and financial liabilities are described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire,
or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled or expires.
Leasehold improvements
The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the
estimated useful life of the improvement to the Group, whichever is the shorter.
Earnings per share
Basic earnings per share
Basic earnings per share for continuing operations and total operations attributable to members of the Group
are determined by dividing net profit after income tax from continuing operations and the net profit attributable
to members of the Group respectively, excluding any costs of servicing equity other than ordinary shares, by
the weighted average number of ordinary shares outstanding during the financial period. The number of
shares used in the calculation at any time during the period is based on the physical number of shares issued.
Classification and initial measurement of financial assets
Diluted earnings per share
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
Subsequent measurement of financial assets
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.
For the purpose of subsequent measurement, financial assets, other than those designated and effective as
Dividends
Provision is made for the amount of any dividend determined or recommended by the directors on or before
the end of the financial year but not distributed at reporting date.
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment or more frequently if events or changes in circumstances indicate that they might be
impaired. Other assets are 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. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are
grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at
each reporting date.
hedging instruments, are classified as financial assets at amortised cost.
Classifications are determined by both:
• The entity’s business model for managing the financial asset; and
• The contractual cash flow characteristics of the financial assets.
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as financial assets at fair value through profit and loss):
they are held within a business model whose objective is to hold the financial assets and collect its
•
•
contractual cash flows; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments as well as government bonds.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract
assets and records the loss allowance at the amount equal to the expected lifetime credit losses. In using this
practical expedient, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses.
Trade and other receivables and contract assets are subject to review at least at each reporting date to identify
expected credit losses.
At reporting date and throughout the reporting period the Group did not have any other financial instruments
other than trade and other receivables.
42 Adslot 2021 Annual Report
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Adslot 2021 Annual Report
43
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker has been identified as the Chief Executive
Officer.
The Company’s global platforms and services form one operating segment.
Provisions, contingent assets and contingent liabilities
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the
Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow
of economic resources will be required from the Group and amounts can be estimated reliably. The timing or
amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and
management has either communicated the plan’s main features to those affected or started implementation.
Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with
the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. Provisions are
discounted to their present values, where the time value of money is material.
Any reimbursement that the Group is virtually certain to collect from a third party with respect to the obligation
is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable.
Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
Critical accounting judgements and key sources of estimation uncertainty
Critical judgements in applying the entity’s accounting policies
The following are the critical judgements (apart from those involving estimations, which are dealt with below),
that management has made in the process of applying the Group’s accounting policies and that have the most
significant effect on the amounts recognised in the financial statements. It is noted that directors have
considered the impact of the COVID-19 pandemic on accounting policies, judgements and estimates where
appropriate.
Unrecognised deferred tax assets
As disclosed in Note 5, the Group recognises deferred tax assets relating to temporary differences, capital
losses or operating losses when it is probable that they will be able to be utilised in future reporting periods.
Due to the continuing operating losses, the Directors have determined it is not appropriate to recognise
deferred tax assets until a point in time where it is probable that future taxable income is going to be available
to utilise the assets. The tax benefit of deferred tax assets not recognised is $10,349,969 (2020: $10,018,203).
Refer to Note 5 for further details.
Revenue recognition
In web development and web hosting business operations, management assesses stage of completion of each
project and recognises revenue in the period in which development work is undertaken. In making its
judgement, management considered the standard duration of such contracts, stage of progress in contracts
and commencement date of such contracts. Accordingly, management has deferred recognising some web
development and web hosting revenue of an estimated value of services to be rendered in the future.
44
44 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
Segment reporting
Officer.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker has been identified as the Chief Executive
The Company’s global platforms and services form one operating segment.
Provisions, contingent assets and contingent liabilities
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the
Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow
of economic resources will be required from the Group and amounts can be estimated reliably. The timing or
amount of the outflow may still be uncertain.
Restructuring provisions are recognised only if a detailed formal plan for the restructuring exists and
management has either communicated the plan’s main features to those affected or started implementation.
Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the
most reliable evidence available at the reporting date, including the risks and uncertainties associated with
the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be
required in settlement is determined by considering the class of obligations as a whole. Provisions are
discounted to their present values, where the time value of money is material.
Any reimbursement that the Group is virtually certain to collect from a third party with respect to the obligation
is recognised as a separate asset. However, this asset may not exceed the amount of the related provision.
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable.
Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
Critical accounting judgements and key sources of estimation uncertainty
Critical judgements in applying the entity’s accounting policies
The following are the critical judgements (apart from those involving estimations, which are dealt with below),
that management has made in the process of applying the Group’s accounting policies and that have the most
significant effect on the amounts recognised in the financial statements. It is noted that directors have
considered the impact of the COVID-19 pandemic on accounting policies, judgements and estimates where
appropriate.
Unrecognised deferred tax assets
As disclosed in Note 5, the Group recognises deferred tax assets relating to temporary differences, capital
losses or operating losses when it is probable that they will be able to be utilised in future reporting periods.
Due to the continuing operating losses, the Directors have determined it is not appropriate to recognise
deferred tax assets until a point in time where it is probable that future taxable income is going to be available
to utilise the assets. The tax benefit of deferred tax assets not recognised is $10,349,969 (2020: $10,018,203).
Refer to Note 5 for further details.
Revenue recognition
In web development and web hosting business operations, management assesses stage of completion of each
project and recognises revenue in the period in which development work is undertaken. In making its
judgement, management considered the standard duration of such contracts, stage of progress in contracts
and commencement date of such contracts. Accordingly, management has deferred recognising some web
development and web hosting revenue of an estimated value of services to be rendered in the future.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future and other key estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
Impairment of goodwill and intangible assets
Determining whether goodwill and intangible assets are impaired requires an estimation of the fair value less
costs to sell of the cash-generating units to which goodwill and intangible assets have been allocated. Under
the market-based approach for fair value less costs to sell calculations, the entity is required to estimate the
amount obtainable from the sale of an asset or CGU in an arm’s length transaction between knowledgeable,
willing parties, less the costs of disposal.
The Group’s shares are traded on the Australian Stock Exchange, and in the absence of a binding sale
agreement, the year-end share price is used to calculate the asset’s market value.
In the event the share price falls, an impairment of the related intangible assets may result.
At 30 June 2021 an assessment of impairment was performed and the Group considered if there was an
impairment to goodwill and intangible assets. The impacts of COVID-19 on the business was taken into
consideration in the assessment. It was noted that a non cash after tax impairment loss of $10.0 million had
been recognised in the financial results for the year ended 30 June 2020.
Following a review of the carrying value of its intangible assets and in accordance with relevant accounting
standards, goodwill and other intangible assets was assessed not to be impaired.
The carrying amount of goodwill and intangible assets at the reporting date was $12,694,084 (2020:
$13,184,940). Refer to Note 10 for further details.
Capitalisation of internally developed software
Distinguishing the research and development phases of software projects and determining whether the
recognition requirements for the capitalisation of development costs are met, requires judgement. After
capitalisation, management monitors whether the recognition requirements continue to be met and whether
there are any indicators that capitalised costs may be impaired.
The capitalisation of internally developed software amount for the year was $2,401,649 (2020: $3,112,875).
Refer to Note 10 for further details.
Share-based payments
The calculation of the fair value of options issued requires significant estimates to be made in regards to
several variables such as volatility and the probability of options reaching their vesting period. The estimations
made are subject to variability that may alter the overall fair value determined. The share-based payment
expense for the year was $537,168 (2020: $207,270).
Research and development tax concessions
A receivable of $1,123,520 (2020: $1,888,385) has been recognised in relation to a research and development
tax concession for the 2021 financial year. Refer to Note 8 for further details. The actual claim is yet to be
submitted with the Australian Tax Office and therefore there remains some uncertainty in regards to the
quantum of the concession to be received. The financial statements reflect the Directors’ estimate of the
receivable after taking into account the likelihood of each component of the claim being received.
44 Adslot 2021 Annual Report
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Adslot 2021 Annual Report
45
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
New standards and interpretations issued but not effective
The following agenda decision to existing standards has been published and are mandatory for accounting
periods beginning on or after 1 July 2021 but have not yet been adopted by the Group.
IFRIC agenda decision on configuration or customisation costs in a cloud computing arrangement
The IFRS Interpretations Committee (IFRIC) published an agenda decision clarifying how arrangements in
relation to configuration and customisation costs of cloud technology, Software-as-a-Service (SaaS), should
be accounted for.
•
•
In
in
limited circumstances, certain configuration and customisation activities undertaken
implementing SaaS arrangements may give rise to a separate asset where the customer controls the
IP of the underlying software code.
In all other instances, configuration and customisation costs will be an operating expense. They are
generally recognised in profit or loss as the customisation and configuration services are performed
or, in certain circumstances, over the SaaS contract term when access to the cloud application
software is provided
The IFRIC Agenda decision will necessitate a change in the Group’s accounting policy in relation to upfront
configuration and customisation costs incurred in implementing SaaS arrangements. The Group intends to
implement this policy change for reporting periods starting 1 July 2021.
The Group has not assessed the impact of the policy change in full. However, on initial assessment the Group
believes that the change would not have any impact on the Group’s consolidated financial statements for the
period ending 30 June 2021. The Group does not recognise any current SaaS arrangements as assets and
cost of all current SaaS arrangements are expensed as operational expenses as services are received over
the contract term.
Other Standards and interpretations
There are no other standards, amendments or interpretations that are not yet effective and that are expected
to have a material impact on the Group in the current or future accounting periods.
46
46 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
1.
Summary of Significant Accounting Policies (Continued)
New standards and interpretations issued but not effective
The following agenda decision to existing standards has been published and are mandatory for accounting
periods beginning on or after 1 July 2021 but have not yet been adopted by the Group.
IFRIC agenda decision on configuration or customisation costs in a cloud computing arrangement
The IFRS Interpretations Committee (IFRIC) published an agenda decision clarifying how arrangements in
relation to configuration and customisation costs of cloud technology, Software-as-a-Service (SaaS), should
be accounted for.
•
•
In
limited circumstances, certain configuration and customisation activities undertaken
in
implementing SaaS arrangements may give rise to a separate asset where the customer controls the
IP of the underlying software code.
In all other instances, configuration and customisation costs will be an operating expense. They are
generally recognised in profit or loss as the customisation and configuration services are performed
or, in certain circumstances, over the SaaS contract term when access to the cloud application
software is provided
The IFRIC Agenda decision will necessitate a change in the Group’s accounting policy in relation to upfront
configuration and customisation costs incurred in implementing SaaS arrangements. The Group intends to
implement this policy change for reporting periods starting 1 July 2021.
The Group has not assessed the impact of the policy change in full. However, on initial assessment the Group
believes that the change would not have any impact on the Group’s consolidated financial statements for the
period ending 30 June 2021. The Group does not recognise any current SaaS arrangements as assets and
cost of all current SaaS arrangements are expensed as operational expenses as services are received over
the contract term.
Other Standards and interpretations
Segment Information
The Group’s Total Revenue and Other Income (Note 3) and its non-current assets (other than financial
instruments) are divided into the following geographical areas:
Australia (Domicile)
EMEA
The Americas
Other countries
Total
2021
$
Revenue
5,874,238
1,424,883
373,466
1,950,016
9,622,603
Non-Current Assets
14,471,392
-
3,654
-
2020
$
Revenue
7,355,744
834,232
213,482
2,169,492
Non-Current Assets
15,022,072
1,445
3,343
3,816
14,475,046
10,572,950
15,030,676
Revenues from external customers in the Group’s domicile, Australia, as well as other major geographical
areas have been attributed on the basis of the customer’s geographical location. There is no individual foreign
country where 10% or more of the Group’s revenue from services rendered could be attributed to.
Major customers
The Group provides services to and derives revenue from a number of customers across all the divisions. The
Group had certain customers whose revenue individually represented 10% or more of the Group’s total
revenue from services rendered.
There are no other standards, amendments or interpretations that are not yet effective and that are expected
to have a material impact on the Group in the current or future accounting periods.
For the year to 30 June 2021, one customer accounted for 10% or more of revenue from services rendered
(2020: one).
46 Adslot 2021 Annual Report
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Adslot 2021 Annual Report
47
Notes to the Financial Statements (Continued)
Revenue and Other Income
Revenue
Revenue from Trading Technology
Revenue from Services
Total revenue for services rendered
Interest revenue
Total revenue from continuing operations
Other income
Grant income
Total other Income
Total revenue and other income
2021
$
6,434,298
1,790,976
8,225,274
7,873
8,233,147
1,389,456
1,389,456
9,622,603
2020
$
8,115,100
1,672,767
9,787,867
48,039
9,835,906
737,044
737,044
10,572,950
Revenue derived from the two product lines are described as follows:
Trading Technology
Comprises Adslot Media, a leading global media trading technology, and Symphony, market-leading
workflow automation technology, purpose built for digital media agencies.
Services
Comprising marketing services that are provided by the Group’s Webfirm division to SME clients and project-
based customisation of Trading Technology.
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
2021
Services transferred over time
Services transferred at a point in time
2020
Services transferred over time
Services transferred at a point in time
Trading Technology
Services
$
6,434,298
-
6,434,298
$
1,476,001
314,975
1,790,976
Trading Technology
Services
$
8,115,100
-
8,115,100
$
1,584,078
88,689
1,672,767
Total
$
7,910,299
314,975
8,225,274
Total
$
9,699,178
88,689
9,787,867
48
48 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Grant Income
JobKeeper - Australian Taxation Office
R&D Tax Incentive - AusIndustry
Paycheck protection program - US Government
Business Support Grant - Victorian Government
Export Market Development Grants - Austrade
Short time work allowance - Germany Government
Cashflow Boost Grant - Australian Taxation Office
Small Business Grant - UK Government
Total Grant Income
2021
$
949,100
256,449
141,260
20,000
18,558
4,089
-
-
1,389,456
2020
$
97,500
407,336
-
-
14,251
-
200,000
17,957
737,044
For the financial year 2021, the Group qualified for Job Keeper 1.0 from July 2020 to September 2020 and
part of the Group qualified for JobKeeper 2.0 from October 2020 to March 2021. The $949,100 recognised
as grant income was received in full during the year financial year 2021.
As outlined in note 12, under the US government’s Paycheck Protection Program stimulus package, two
tranches of cash were received in the form of loans in financial years 2020 and 2021. The Group received
full forgiveness of the first loan in the financial year 2021. The forgiveness amount of $141,260 was
recognised as grant income in the year financial year 2021. The Group expects full forgiveness of the second
tranche of $171,974 in the financial year 2022.
Notes to the Financial Statements (Continued)
Revenue and Other Income
Revenue
Revenue from Trading Technology
Revenue from Services
Total revenue for services rendered
Interest revenue
Total revenue from continuing operations
Other income
Grant income
Total other Income
Total revenue and other income
2021
$
6,434,298
1,790,976
8,225,274
7,873
8,233,147
1,389,456
1,389,456
9,622,603
2020
$
8,115,100
1,672,767
9,787,867
48,039
9,835,906
737,044
737,044
10,572,950
Revenue derived from the two product lines are described as follows:
Trading Technology
Comprises Adslot Media, a leading global media trading technology, and Symphony, market-leading
workflow automation technology, purpose built for digital media agencies.
Comprising marketing services that are provided by the Group’s Webfirm division to SME clients and project-
based customisation of Trading Technology.
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
Services
2021
2020
Services transferred over time
Services transferred at a point in time
Services transferred over time
Services transferred at a point in time
Trading Technology
Services
6,434,298
$
-
6,434,298
8,115,100
$
-
8,115,100
$
1,476,001
314,975
1,790,976
$
1,584,078
88,689
1,672,767
Trading Technology
Services
Total
$
7,910,299
314,975
8,225,274
Total
$
9,699,178
88,689
9,787,867
48 Adslot 2021 Annual Report
Adslot 2021 Annual Report 49
Adslot 2021 Annual Report
49
Notes to the Financial Statements (Continued)
Expenses
Loss before income tax includes the following specific expenses:
Other operating expenses
Recruitment fees
Directors' fees
Marketing costs
Lease - rental premises
Listing & registrar fees
Legal fees
Travel expenses
Consultancy fees
Audit and accountancy fees
Foreign exchange loss
Insurance expenses
Other expenses
Total other operating expenses
Depreciation and amortisation
Amortisation – Software development costs
Amortisation – Right of use assets
Depreciation – Computer & equipment
Depreciation – Plant & equipment
Total depreciation and amortisation
Other charges against assets
Impairment of trade receivables/(reversal)
Provision for R&D Claim for Financial Year 2015/2016
Impairment of Goodwill
8
10
Employee benefits expense
Total capitalised development wages
Employee benefits included in share-based payment expense
2021
$
2020
$
(16,671)
(49,778)
(187,500)
(203,939)
(31,894)
(204,018)
(231,258)
(419,386)
(70,574)
(603,149)
(22,046)
(304,501)
(225,805)
(79,858)
(174,754)
(155,546)
(183,270)
(189,819)
(200,192)
(28,549)
(174,200)
(458,949)
(169,364)
(692,611)
(2,526,739)
(2,550,892)
2,892,505
685,018
16,663
2,608
2,814,369
799,168
48,237
4,018
3,596,794
3,665,792
(19,085)
-
-
7,629,008
3,105,558
490,663
19,565
1,527,734
10,000,000
7,654,417
4,562,586
202,861
Total employee benefits
11,225,229
12,419,865
Defined contribution superannuation expense included in Employee
benefit expense
752,418
806,565
Capitalised development wages (net of related grants)
Capitalised development wages included in the R&D grant
Total capitalised development wages
Rental expense
Foreign currency (gain)/loss included in other expenses
2,401,649
703,909
3,105,558
231,258
200,192
3,112,875
1,449,711
4,562,586
419,386
28,549
50
50 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
Expenses
Income Tax Expense
Loss before income tax includes the following specific expenses:
a) Numerical reconciliation of income tax expense to prima facie tax benefit
Loss before income tax
Prima facie tax benefit on loss before income tax at 26% (2020: 27.5%)
Tax effect of:
Other non-allowable items
Share-based expensed during year
Research and development tax concession
Income tax benefit attributable to entity
Deferred tax income relating to utilisation of unused tax losses
Deferred tax assets relating to tax losses not recognised
Other – adjustments and net foreign exchange differences
Income tax benefit/(expense) attributable to entity
2021
$
2020
$
(6,116,869)
(16,491,142)
(1,590,386)
(4,535,064)
2,912
139,664
6,340
56,999
671,530
1,191,220
(776,280)
(3,280,505)
-
331,766
280,609
-
417,440
2,736,482
(163,905)
(126,583)
b) Movement in deferred tax balances
Trade and other receivables
Property, plant and equipment
Intangible assets
Unused tax losses
Balance at
1 July
2020
$
(115,461)
182
151,649
(36,370)
Net tax (assets) / liabilities
-
-
Balance at 30 June 2021
Recognised
in Profit &
Loss
$
Acquired in
Business
combination
$
Net
$
Deferred
tax assets
$
Deferred tax
liabilities
$
6,298
(10)
(8,272)
1,984
10,496
(17)
(13,786)
3,307
Trade and other receivables
Property, plant and equipment
Intangible assets
Unused tax losses
Balance at
1 July
2019
$
(125,957)
199
165,435
(39,677)
Recognised
in Profit &
Loss
$
Acquired in
Business
combination
$
Net tax (assets) / liabilities
-
-
-
-
-
-
-
(109,163)
172
143,377
-
-
-
(109,163)
172
143,377
(34,386)
(34,386)
-
-
(34,386)
34,386
-
-
-
-
-
Balance at 30 June 2020
Net
$
Deferred
tax assets
$
Deferred tax
liabilities
$
(115,461)
182
151,649
-
-
-
(36,370)
(36,370)
(115,461)
182
151,649
-
-
(36,370)
36,370
Adslot 2021 Annual Report 51
Adslot 2021 Annual Report
51
Other operating expenses
Recruitment fees
Directors' fees
Marketing costs
Lease - rental premises
Listing & registrar fees
Legal fees
Travel expenses
Consultancy fees
Audit and accountancy fees
Foreign exchange loss
Insurance expenses
Other expenses
Total other operating expenses
Depreciation and amortisation
Amortisation – Software development costs
Amortisation – Right of use assets
Depreciation – Computer & equipment
Depreciation – Plant & equipment
Total depreciation and amortisation
2021
$
2020
$
(16,671)
(49,778)
(187,500)
(203,939)
(31,894)
(204,018)
(231,258)
(419,386)
(70,574)
(603,149)
(22,046)
(304,501)
(225,805)
(174,200)
(458,949)
(79,858)
(174,754)
(155,546)
(183,270)
(189,819)
(169,364)
(692,611)
(200,192)
(28,549)
(2,526,739)
(2,550,892)
3,596,794
3,665,792
2,892,505
685,018
16,663
2,608
(19,085)
-
-
7,629,008
3,105,558
490,663
2,401,649
703,909
3,105,558
231,258
200,192
2,814,369
799,168
48,237
4,018
19,565
1,527,734
10,000,000
7,654,417
4,562,586
202,861
3,112,875
1,449,711
4,562,586
419,386
28,549
Other charges against assets
Impairment of trade receivables/(reversal)
Provision for R&D Claim for Financial Year 2015/2016
Impairment of Goodwill
8
10
Employee benefits expense
Total capitalised development wages
Employee benefits included in share-based payment expense
Total employee benefits
11,225,229
12,419,865
Defined contribution superannuation expense included in Employee
752,418
806,565
benefit expense
Capitalised development wages (net of related grants)
Capitalised development wages included in the R&D grant
Total capitalised development wages
Rental expense
Foreign currency (gain)/loss included in other expenses
50 Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
5.
Income Tax Expense (Continued)
c) Deferred tax assets not brought to account
Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for
deductibility set out on Note 1(k) occur.
Temporary differences
Tax Losses:
Operating losses
Capital losses
Potential tax benefit (26% 2020: 27.5%)
2021
$
2020
$
(5,542,747)
(4,714,903)
45,112,061
40,906,473
238,258
238,258
39,807,571
10,349,969
36,429,828
10,018,203
The Group and its wholly owned Australian resident entities have formed a tax-consolidated group and are
therefore taxed as a single entity. The head entity within the tax-consolidated group is Adslot Ltd. The
operating losses above includes all estimated losses available to the Group including from overseas
jurisdictions.
Deferred tax liabilities from temporary differences of $1,441,114 (2020: $1,296,568) have not been
recognised as they have been offset with deferred tax assets of the same value.
Dividends
The Group did not declare any dividends in the current year or prior year. There are no franking credits
available to shareholders of the Group.
Cash and Cash Equivalents
Cash at bank and on hand
Cash held on behalf of Publishers
2021
$
2020
$
4,933,289
4,972,001
1,893,564
6,826,853
1,188,439
6,160,440
Included in the Cash at Bank is $414,988 (2020: $528,801) of funds held on term deposit as guarantee for our
corporate credit card facilities and for the benefit of landlords under office lease agreements.
Trade and Other Receivables
Current:
Trade debtors
Less: Allowance for impairment
Trade debtors not impaired
Research and Development grant receivable
Provision for R&D Claim for Financial Year 2015/2016 (i)
Other receivables
52
52 Adslot 2021 Annual Report
Adslot 2021 Annual Report
2021
$
2,865,120
-
2,865,120
2,651,254
2020
$
2,639,552
(19,085)
2,620,467
3,416,119
(1,527,734)
(1,527,734)
52,245
313,859
4,040,885
4,822,711
Notes to the Financial Statements (Continued)
5.
Income Tax Expense (Continued)
c) Deferred tax assets not brought to account
Deferred tax assets not brought to account, the benefits of which will only be realised if the conditions for
deductibility set out on Note 1(k) occur.
(i)
In December 2019 the Group was advised by Innovation & Science Australia that the preliminary decision regarding
ineligible activities within the FY16 R&D claim was upheld. The Group has appealed these findings and is defending
the legitimacy of its claim. A review of the findings is currently before the Administrative Appeals Tribunal (AAT).
Based on the findings made by Innovation and Science Australia in relation to the FY16 R&D activities, the R&D Tax
Incentive Offset for FY16 was offset against the FY19 R&D refund of $2.0 million, with the net balance of the FY19
R&D refund paid in April 2020. During FY20 the Group made a one-off provision of $1,527,734 for the part repayment
of the FY16 R&D claim. In the event the Group is successful in overturning the AusIndustry decision, this provision
will be reversed. The $2.7 million R&D grant receivable includes $1.5 million of the FY19 R&D receivable (offsetting
the FY16 R&D provision) and $1.1 million for the FY21 R&D grant receivable.
The average age of the Group’s trade debtors is 46 days (2020: 50 days).
The Group and its wholly owned Australian resident entities have formed a tax-consolidated group and are
therefore taxed as a single entity. The head entity within the tax-consolidated group is Adslot Ltd. The
operating losses above includes all estimated losses available to the Group including from overseas
(a) Ageing of trade debtors not impaired
0 – 30 days
31 – 60 days
61 – 90 days
Over 91 days
Deferred tax liabilities from temporary differences of $1,441,114 (2020: $1,296,568) have not been
recognised as they have been offset with deferred tax assets of the same value.
(b)
Movement in the provision for impairment
The Group did not declare any dividends in the current year or prior year. There are no franking credits
available to shareholders of the Group.
Balance at beginning of the year
Impairment recognised during the year
Amounts recovered during the year
Amounts written off as uncollectible
Balance at the end of the year
2021
$
1,419,983
746,261
360,898
337,978
2020
$
1,178,253
623,060
363,769
455,385
2,865,120
2,620,467
2021
$
19,085
-
(19,085)
-
-
2020
$
2,782
19,085
-
(2,782)
19,085
Included in the Cash at Bank is $414,988 (2020: $528,801) of funds held on term deposit as guarantee for our
corporate credit card facilities and for the benefit of landlords under office lease agreements.
Accordingly, the directors believe that there is no further provision required in excess of the allowance for
impairment.
Fair value of receivables
Fair value of receivables at year end is measured to be the same as receivables net of the allowance for
impairment.
In determining the recoverability of a trade receivable, the Group considers any recent history of payments
and the status of the projects to which the debt relates. No payment terms have been renegotiated. The
concentration of credit risk is limited due to the customer base being large and unrelated.
While collection delays have been experienced, there has not been an increase in defaults resulting from
COVID-19 disruptions to date.
Temporary differences
Tax Losses:
Operating losses
Capital losses
Potential tax benefit (26% 2020: 27.5%)
jurisdictions.
Dividends
Cash and Cash Equivalents
Cash at bank and on hand
Cash held on behalf of Publishers
Trade and Other Receivables
Current:
Trade debtors
Less: Allowance for impairment
Trade debtors not impaired
Research and Development grant receivable
Provision for R&D Claim for Financial Year 2015/2016 (i)
Other receivables
2021
$
2020
$
(5,542,747)
(4,714,903)
45,112,061
40,906,473
238,258
238,258
39,807,571
10,349,969
36,429,828
10,018,203
2021
$
2020
$
4,933,289
4,972,001
1,893,564
6,826,853
1,188,439
6,160,440
2021
$
2,865,120
-
2,865,120
2,651,254
2020
$
2,639,552
(19,085)
2,620,467
3,416,119
(1,527,734)
(1,527,734)
52,245
313,859
4,040,885
4,822,711
52 Adslot 2021 Annual Report
Adslot 2021 Annual Report 53
Adslot 2021 Annual Report
53
Notes to the Financial Statements (Continued)
Property, Plant and Equipment
Leasehold improvements – at cost
Less: Accumulated amortisation
Right of use asset – at cost
Less: Accumulated depreciation
Plant and equipment – at cost
Less: Accumulated depreciation
Computer equipment – at cost
Less: Accumulated depreciation
Total carrying amount of property, plant and equipment
2021
$
7,799
(7,799)
-
2,511,504
(745,990)
1,765,514
59,383
(57,151)
2,232
447,066
(433,850)
13,216
1,780,962
2020
$
7,746
(7,746)
-
2,616,195
(799,168)
1,817,027
95,151
(88,435)
6,716
450,125
(428,132)
21,993
1,845,736
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and
end of the current financial year are set out below:
2021
Carrying amount at 1 July 2020
Additions
Disposal/ write -off
Depreciation/ amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2021
2020
Carrying amount at 1 July 2019
AASB 16 Adjustment (note 1(a))
Additions
Lease modifications
Depreciation / amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2020
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
$
1,817,027
1,766,422
(1,132,917)
(685,018)
-
1,765,514
$
6,716
-
(1,845)
(2,608)
(31)
2,232
$
21,993
8,608
(76)
(16,663)
(646)
13,216
Total
$
1,845,736
1,775,030
(1,134,838)
(704,289)
(677)
1,780,962
Right of Use
Assets
Leasehold
Improvements
Plant and
Equipment
Computer
Equipment
$
-
2,629,244
-
(13,049)
(799,168)
-
1,817,027
$
526,145
(526,145)
-
-
-
-
-
$
8,593
-
2,009
-
(4,018)
132
6,716
$
66,501
-
3,835
-
(48,237)
(106)
21,993
Total
$
601,239
2,103,099
5,844
(13,049)
(851,423)
26
1,845,736
54
54 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
Property, Plant and Equipment
2020
7,746
(7,746)
$
-
2,616,195
(799,168)
1,817,027
95,151
(88,435)
6,716
450,125
(428,132)
21,993
1,845,736
2021
7,799
(7,799)
$
-
2,511,504
(745,990)
1,765,514
59,383
(57,151)
2,232
447,066
(433,850)
13,216
1,780,962
Total
$
1,845,736
1,775,030
(1,134,838)
(704,289)
(677)
1,780,962
Leasehold improvements – at cost
Less: Accumulated amortisation
Right of use asset – at cost
Less: Accumulated depreciation
Plant and equipment – at cost
Less: Accumulated depreciation
Computer equipment – at cost
Less: Accumulated depreciation
Total carrying amount of property, plant and equipment
2021
2020
Carrying amount at 1 July 2020
Additions
Disposal/ write -off
Depreciation/ amortisation expense
Net foreign exchange differences
1,817,027
1,766,422
(1,132,917)
(685,018)
Carrying amount at 30 June 2021
1,765,514
Reconciliations of the carrying amounts of each class of property, plant and equipment at the beginning and
end of the current financial year are set out below:
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
$
-
$
-
-
-
6,716
$
-
(1,845)
(2,608)
(31)
2,232
$
-
-
-
-
-
$
21,993
8,608
(76)
(16,663)
(646)
13,216
$
-
-
(4,018)
132
6,716
Right of Use
Leasehold
Assets
Improvements
Plant and
Equipment
Computer
Equipment
8,593
66,501
2,009
3,835
$
-
-
(48,237)
(106)
21,993
Total
$
601,239
2,103,099
5,844
(13,049)
(851,423)
26
1,845,736
Carrying amount at 1 July 2019
AASB 16 Adjustment (note 1(a))
2,629,244
526,145
(526,145)
Additions
Lease modifications
Depreciation / amortisation expense
Net foreign exchange differences
(13,049)
(799,168)
Carrying amount at 30 June 2020
1,817,027
Intangible Assets
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2021
Opening net book amount
Additions
Amortisation
7,984,734
2,401,649
(2,892,505)
38,267
-
-
Carrying amount at 30 June 2021
7,493,878
38,267
-
-
-
-
5,161,939
13,184,940
-
-
2,401,649
(2,892,505)
5,161,939
12,694,084
At 30 June 2021
Cost
Accumulated amortisation and
impairment
20,914,713
38,267
29,045,251
15,161,939
65,160,170
(13,420,835)
-
(29,045,251)
(10,000,000)
(52,466,086)
Carrying amount at 30 June 2021
7,493,878
38,267
-
5,161,939
12,694,084
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2020
Opening net book amount
7,686,228
38,267
Additions
Amortisation
Impairment
3,112,875
(2,814,369)
-
-
-
-
Carrying amount at 30 June 2020
7,984,734
38,267
-
-
-
-
-
15,161,939
22,886,434
-
-
3,112,875
(2,814,369)
(10,000,000)
(10,000,000)
5,161,939
13,184,940
At 30 June 2020
Cost
Accumulated amortisation and
impairment
18,513,064
38,267
29,045,251
15,161,939
62,758,521
(10,528,330)
-
(29,045,251)
(10,000,000)
(49,573,581)
Carrying amount at 30 June 2020
7,984,734
38,267
-
5,161,939
13,184,940
54 Adslot 2021 Annual Report
Adslot 2021 Annual Report 55
Adslot 2021 Annual Report
55
Notes to the Financial Statements (Continued)
10.
Intangible Assets (Continued)
Internally Developed Software
Internally developed software represents a number of software platforms developed within the Group. The
following table shows the portion of platform development costs that are capitalised and expensed for the
current financial year, 2021:
Platform
Adslot
Symphony
Capitalised Wages
R&D grants offsetting
capitalised wages
Net Capitalised
Wages
$
1,475,629
1,629,929
3,105,558
$
(313,402)
(390,507)
(703,909)
$
1,162,227
1,239,422
2,401,649
The following table shows the portion of platform development costs that are capitalised and expensed for the
prior financial year, 2020:
Platform
Adslot
Symphony
Capitalised Wages
R&D grants offsetting
capitalised wages
Net Capitalised
Wages
$
1,534,726
3,027,860
4,562,586
$
(624,144)
(825,567)
(1,449,711)
$
910,582
2,202,293
3,112,875
The Directors have assessed the accounting useful life of these internally developed software systems, for
accounting purposes, to be five years. This assessment has given regard to the expected financial benefits of
the technology.
Domain names
Domain names opening carrying value of $38,267 (2020: $38,267) relates to the various domain names held
by Webfirm and Adslot. The Directors have assessed that this intellectual property has an indefinite useful life
on the basis that the Directors do not believe that there is a foreseeable limit on the period over which this
asset is expected to generate cash inflows for the entity.
Intellectual property
Adslot Technologies Pty Ltd holds copyright and patent licences in respect of Combinatorial Auction Platform
Technology. The fair value attributable to the intellectual property was $5,932,006 (2020: $5,932,006).
Accumulated amortisation of this asset as at 30 June 2021 was $5,932,006 (2020: $5,932,006). This asset
has been fully amortised.
QDC IP Technology (“QDC”) is creative ad building and video advertising technology valued at $6,466,517
(2020: $6,466,517). Accumulated amortisation of this asset as at 30 June 2021 was $6,466,517 (2020:
$6,466,517). This asset has been fully amortised.
The Symphony platform technology was acquired as part of the Facilitate Digital Holdings Limited acquisition.
The fair value attributable to the Symphony technology platform intellectual property was $16,191,496 (2020:
$16,191,496). Accumulated amortisation of this asset at 30 June 2021 was $16,191,496 (2020: $16,191,496).
This asset has been fully amortised.
The Facilitate for Agencies (“FFA”) platform technology was acquired as part of the Facilitate Digital Holdings
Limited acquisition. The fair value attributable to the FFA technology platform intellectual property was
$455,231 (2020: $455,231). Accumulated amortisation of this asset at 30 June 2021 was $455,231 (2020:
$455,231). This asset has been fully amortised.
The Directors have assessed the accounting useful life of all of the above technologies for accounting purposes
to be five years. This assessment has given regard to the expected financial benefits of the technologies to
be potentially well beyond a five year period, together with the risk that competitors could replicate these
technologies.
56
56 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Adslot
Symphony
Adslot
Symphony
the technology.
Domain names
Notes to the Financial Statements (Continued)
10.
Intangible Assets (Continued)
Internally Developed Software
Internally developed software represents a number of software platforms developed within the Group. The
following table shows the portion of platform development costs that are capitalised and expensed for the
current financial year, 2021:
Platform
Capitalised Wages
R&D grants offsetting
Net Capitalised
The following table shows the portion of platform development costs that are capitalised and expensed for the
prior financial year, 2020:
Platform
Capitalised Wages
R&D grants offsetting
Net Capitalised
$
1,475,629
1,629,929
3,105,558
$
1,534,726
3,027,860
4,562,586
capitalised wages
$
(313,402)
(390,507)
(703,909)
capitalised wages
$
(624,144)
(825,567)
(1,449,711)
Wages
$
1,162,227
1,239,422
2,401,649
Wages
$
910,582
2,202,293
3,112,875
The Directors have assessed the accounting useful life of these internally developed software systems, for
accounting purposes, to be five years. This assessment has given regard to the expected financial benefits of
Domain names opening carrying value of $38,267 (2020: $38,267) relates to the various domain names held
by Webfirm and Adslot. The Directors have assessed that this intellectual property has an indefinite useful life
on the basis that the Directors do not believe that there is a foreseeable limit on the period over which this
asset is expected to generate cash inflows for the entity.
Intellectual property
Adslot Technologies Pty Ltd holds copyright and patent licences in respect of Combinatorial Auction Platform
Technology. The fair value attributable to the intellectual property was $5,932,006 (2020: $5,932,006).
Accumulated amortisation of this asset as at 30 June 2021 was $5,932,006 (2020: $5,932,006). This asset
has been fully amortised.
QDC IP Technology (“QDC”) is creative ad building and video advertising technology valued at $6,466,517
(2020: $6,466,517). Accumulated amortisation of this asset as at 30 June 2021 was $6,466,517 (2020:
$6,466,517). This asset has been fully amortised.
The Symphony platform technology was acquired as part of the Facilitate Digital Holdings Limited acquisition.
The fair value attributable to the Symphony technology platform intellectual property was $16,191,496 (2020:
$16,191,496). Accumulated amortisation of this asset at 30 June 2021 was $16,191,496 (2020: $16,191,496).
This asset has been fully amortised.
The Facilitate for Agencies (“FFA”) platform technology was acquired as part of the Facilitate Digital Holdings
Limited acquisition. The fair value attributable to the FFA technology platform intellectual property was
$455,231 (2020: $455,231). Accumulated amortisation of this asset at 30 June 2021 was $455,231 (2020:
$455,231). This asset has been fully amortised.
The Directors have assessed the accounting useful life of all of the above technologies for accounting purposes
to be five years. This assessment has given regard to the expected financial benefits of the technologies to
be potentially well beyond a five year period, together with the risk that competitors could replicate these
technologies.
56 Adslot 2021 Annual Report
Goodwill
The Goodwill balance relating to the acquisition of Facilitate has a carrying value of $5,161,939 (2020:
$5,161,939) and has not been impaired during the year.
(a) Cash Generating Units (CGUs)
For the purpose of impairment testing, goodwill has been allocated to the group of CGUs that are expected to
benefit from the acquisition, being both the Adslot and Symphony CGUs. A summary of the carrying amount
of goodwill and intangible assets with indefinite useful lives is detailed below:
CGU
Adslot and Symphony CGUs
2021
2020
Intangible assets
with indefinite
useful lives
$
-
Goodwill
$
5,161,939
Goodwill
$
5,161,939
Intangible assets
with indefinite
useful lives
$
-
(b) Impairment testing and key assumptions
The Group tests whether goodwill and other intangible assets have suffered any impairment in accordance
with the Group’s accounting policies. In addition, directors have considered the impact on accounting policies,
judgements and estimates in light of the ongoing COVID-19 pandemic.
The recoverable amounts of assets and CGUs have been determined using a fair value less costs to sell
approach. The directors’ determination of fair value using a market-based approach is the market capitalisation
of the Group, less the value attributed to business units that are not part of the group of CGUs attributed to
goodwill, less other net assets.
The directors have assessed the fair value having regard to a market-based approach and have determined
the goodwill is not impaired.
The most significant judgements and key assumptions pertaining to the calculation are:
the Group’s share price (ASX: ADS) as at 30 June 2021 ($0.028);
•
• a 4x valuation multiple on EBITDA to estimate the value of the business unit (Webfirm) that is not part of
•
the group of CGUs attributed to goodwill; and
costs to sell including a transaction fee (3.5% of total value) plus estimate of legal, account and other
consultant costs ($0.25 million).
The Group’s directors appointed an independent expert to review the approach adopted by management in
assessing the carrying value of the intangible assets of the Group as at 30 June 2018. The review supported
the selection of methodology and the assessment of the value of the Group under the primary quoted security
price approach. The director’s determined the same methodology be adopted for the tests at 30 June 2021.
(c) Sensitivity analysis
The Group’s share price forms the basis of the market-based approach. A material adverse change in the
Group’s share price would likely result in the carrying amount exceeding the recoverable amount.
While the COVID-19 pandemic continued in the 2021 financial year, the global economy and financial markets
have been more stable. Adslot’s share price started low in the new financial year ($0.018 in July 2020) with an
average of $0.028 across the year.
Sensitivity Analysis has been performed using the July 2020 low price of $0.018, a recalculation of the Costs
to Sell and all other elements of the 30 June calculation remaining equal. The result also shows a surplus fair
value over carrying value of the intangible assets at a share price of $0.018, albeit with less headroom.
Calculations show that only when the share price falls below $0.010, and all other variables remain constant,
does a deficit occur.
There are no other material sensitivities involved in the directors’ determination of fair value using a market-
based approach.
Adslot 2021 Annual Report 57
Adslot 2021 Annual Report
57
Notes to the Financial Statements (Continued)
Trade and Other Payables
Trade creditors
Publisher creditors (i)
Accrued expenses
Other creditors
(i) Refer to Note 1(p) for further information on publisher creditors.
Other Liabilities
Current: Contract liabilities (i)
Current: Short term loan (ii)
2021
$
484,416
2020
$
218,716
3,339,459
2,381,870
543,249
148,932
348,849
149,269
4,516,056
3,098,704
2021
$
469,167
171,974
641,141
2020
$
527,258
158,352
685,610
(i) Contract liabilities relates to website development and hosting invoices that are rendered based on full contract terms
at the contracts’ inception, however performed over stages which straddle the reporting date, licence fees billed in
advance and advertising campaigns that have been purchased but whose delivery will occur after the reporting date.
During the financial year 2021, $391,363 of the contract liabilities at the start of the year of $527,258 was recognised
as revenue.
(ii) The Group’s US subsidiary Adslot Inc applied for and received two tranches of Paycheck Protection Program loan
through HSBC USA. They are no fee loan provided by the US Federal Government for businesses impacted by
COVID-19. The loans are for a two-year period, at 1.00% fixed interest rate and the loan payments deferred for the
first six months. No collateral or guarantees were required. The full loan amounts are available for forgiveness provided
the loans were utilised for allowable expenditure.
The Group applied and received full forgiveness on the first tranche of the loan in the 2021 financial year. The Group
intends to apply for full forgiveness of the second tranche in the financial year 2022. The 2020 figure represents the
balance of the first tranche and the 2021 figure represents the balance of the second tranche at respective balance
sheet date.
The proceeds from borrowings $163,732 disclosed in the Consolidated Statement of Cash Flows is at historical
exchange rate at the day of the receipt of loan, while the amount included in the Consolidated Statement of Financial
Position $171,974 is at the exchange rate as at balance sheet dates. The amounts forgiven were recognised in the
Consolidated Statement of Profit or Loss and Other Comprehensive Income as grant income.
Lease Liabilities
Current: Lease liability
Non-current: Lease liability
2021
$
594,101
1,161,470
2020
$
886,952
960,915
1,755,571
1,847,867
The leases for the office premises in Sydney and Melbourne are classified as leases under AASB 16.
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short term leases (leases of expected term of 12
months or less) or for leases of low value assets. Payments made under such leases are expensed on a
straight-line basis.
At 30 June 2021 short term and low value leases that were not recognised as a liability represented a total
commitment of $38,655 (2020: $176,483) for the Group.
58
58 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
Trade and Other Payables
(i) Refer to Note 1(p) for further information on publisher creditors.
Trade creditors
Publisher creditors (i)
Accrued expenses
Other creditors
Other Liabilities
Current: Contract liabilities (i)
Current: Short term loan (ii)
2021
$
484,416
543,249
148,932
2020
$
218,716
348,849
149,269
4,516,056
3,098,704
2021
$
469,167
171,974
641,141
2020
$
527,258
158,352
685,610
(i) Contract liabilities relates to website development and hosting invoices that are rendered based on full contract terms
at the contracts’ inception, however performed over stages which straddle the reporting date, licence fees billed in
advance and advertising campaigns that have been purchased but whose delivery will occur after the reporting date.
During the financial year 2021, $391,363 of the contract liabilities at the start of the year of $527,258 was recognised
as revenue.
(ii) The Group’s US subsidiary Adslot Inc applied for and received two tranches of Paycheck Protection Program loan
through HSBC USA. They are no fee loan provided by the US Federal Government for businesses impacted by
COVID-19. The loans are for a two-year period, at 1.00% fixed interest rate and the loan payments deferred for the
first six months. No collateral or guarantees were required. The full loan amounts are available for forgiveness provided
the loans were utilised for allowable expenditure.
The Group applied and received full forgiveness on the first tranche of the loan in the 2021 financial year. The Group
intends to apply for full forgiveness of the second tranche in the financial year 2022. The 2020 figure represents the
balance of the first tranche and the 2021 figure represents the balance of the second tranche at respective balance
sheet date.
The proceeds from borrowings $163,732 disclosed in the Consolidated Statement of Cash Flows is at historical
exchange rate at the day of the receipt of loan, while the amount included in the Consolidated Statement of Financial
Position $171,974 is at the exchange rate as at balance sheet dates. The amounts forgiven were recognised in the
Consolidated Statement of Profit or Loss and Other Comprehensive Income as grant income.
Lease Liabilities
Current: Lease liability
Non-current: Lease liability
2021
$
594,101
1,161,470
2020
$
886,952
960,915
1,755,571
1,847,867
The leases for the office premises in Sydney and Melbourne are classified as leases under AASB 16.
Lease payments not recognised as a liability
The Group has elected not to recognise a lease liability for short term leases (leases of expected term of 12
months or less) or for leases of low value assets. Payments made under such leases are expensed on a
At 30 June 2021 short term and low value leases that were not recognised as a liability represented a total
commitment of $38,655 (2020: $176,483) for the Group.
straight-line basis.
58 Adslot 2021 Annual Report
Provisions
3,339,459
2,381,870
Current: Employee benefits
Non-current: Employee benefits
Non-current: Provision for make good costs (i)
2021
$
720,720
564,544
118,938
683,482
2020
$
634,916
500,051
175,095
675,146
(i) present value of estimated make good costs for lease liabilities classified as leases under AASB 16.
Contributed equity
Ordinary Shares – Fully Paid
1,981,875,995
1,843,875,994
155,607,845
151,866,361
2021
Number
2020
Number
2021
$
2020
$
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the numbers of shares.
At the shareholders meeting each ordinary share is entitled to one vote when a poll is called, otherwise each
shareholder has one vote on a show of hands.
Movements in Paid-Up Capital
Date
Details
01-Jul-19
Balance (including Treasury shares)
10-Dec-19
Share Placement
29-Jan-20
Share Placement
30-Jun-20
Less: Treasury shares
30-Jun-20
Balance
01-Jul-20
Balance (including Treasury shares)
17-Dec-20
Share Placement
02-Feb-21
Share Placement
30-Jun-21
Less: Treasury shares
30-Jun-21
Balance
Number of
shares
Number
1,588,006,269
226,000,000
30,000,000
1,844,006,269
(130,275)
1,843,875,994
1,844,006,269
126,689,656
11,310,345
1,982,006,270
(130,275)
1,981,875,995
Issue
price
$
Capital
raising costs
$
Value
$
(2,970,764)
145,850,683
$0.025
$0.025
(347,127)
(24,728)
5,302,573
725,772
(3,342,619)
151,878,828
-
(12,467)
(3,342,619)
151,866,361
(3,342,619)
151,878,828
$0.029
$0.029
(241,434)
(19,082)
3,432,566
308,918
(3,603,135)
155,620,312
-
(12,467)
(3,603,135)
155,607,845
Adslot 2021 Annual Report 59
Adslot 2021 Annual Report
59
Notes to the Financial Statements (Continued)
15.
Contributed Equity (Continued)
Treasury Shares
Treasury shares are shares in Adslot Ltd that are held by the Adslot Employee Share Trust, which administered
the Adslot Employee Share Ownership Plan (ESOP). This Trust has been consolidated in accordance with
Note 1(d). Shares held by the Trust on behalf of eligible employees are shown as treasury shares in the
financial statements. The Employee Share Ownership Plan (ESOP) has now been discontinued and the
balance shares held by the Trust is an excess balance.
Treasury Shares movements during the financial year are summarised below:
Issue Type
Issue or
Acquisition
Date
Employee ESOP
01/05/15
Issue
Price
$
0.090
Balance at
beginning of
the year
(Number)
Issued
during the
year
(Number)
Transfers
during the
year
(Number)
130,275
130,275
-
-
-
-
Balance at
end of the
year
(Number)
130,275
130,275
Options movements during the financial year are summarised below:
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
the year
(Number)
Forfeited
during
the year
(Number)
Exercised
during
the year
(Number)
Ordinary options
04/10/2021
0.073
3,000,000
Ordinary options
25/11/2021
0.060
5,600,000
Ordinary options
25/02/2022
0.035
23,500,000
Ordinary options
15/05/2022
0.034
11,400,000
Ordinary options
27/05/2022
0.036
4,000,000
Ordinary options
30/01/2023
0.060
5,050,000
Ordinary options
02/09/2023
0.041
11,700,000
Ordinary options
12/12/2023
0.045
4,000,000
Ordinary options
15/12/2022
0.044
8,000,000
Ordinary options
29/01/2024
0.032
8,000,000
Ordinary options
12/07/2024
0.028
Ordinary options
06/08/2024
0.034
Ordinary options
16/12/2024
0.043
-
-
-
Balance at
end of
the year
(Number)
3,000,000
5,600,000
23,500,000
11,400,000
4,000,000
5,050,000
11,150,000
4,000,000
8,000,000
8,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(550,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
25,625,000
(2,250,000)
-
23,375,000
18,000,000
2,500,000
-
-
-
-
-
18,000,000
2,500,000
127,575,000
84,250,000
46,125,000
(2,800,000)
60
60 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
15.
Contributed Equity (Continued)
Treasury Shares
Treasury shares are shares in Adslot Ltd that are held by the Adslot Employee Share Trust, which administered
the Adslot Employee Share Ownership Plan (ESOP). This Trust has been consolidated in accordance with
Note 1(d). Shares held by the Trust on behalf of eligible employees are shown as treasury shares in the
financial statements. The Employee Share Ownership Plan (ESOP) has now been discontinued and the
balance shares held by the Trust is an excess balance.
Treasury Shares movements during the financial year are summarised below:
Issue Type
Issue or
Acquisition
Date
Employee ESOP
01/05/15
Issue
Price
$
0.090
Balance at
beginning of
the year
(Number)
Issued
during the
year
(Number)
Transfers
during the
year
(Number)
130,275
130,275
-
-
-
-
Balance at
end of the
year
(Number)
130,275
130,275
Options movements during the financial year are summarised below:
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
the year
(Number)
Forfeited
during
the year
(Number)
Exercised
during
the year
(Number)
Ordinary options
04/10/2021
0.073
3,000,000
Ordinary options
25/11/2021
0.060
5,600,000
Ordinary options
25/02/2022
0.035
23,500,000
Ordinary options
15/05/2022
0.034
11,400,000
Ordinary options
27/05/2022
0.036
4,000,000
Ordinary options
30/01/2023
0.060
5,050,000
Ordinary options
12/12/2023
0.045
4,000,000
Ordinary options
15/12/2022
0.044
8,000,000
Ordinary options
29/01/2024
0.032
8,000,000
-
-
-
-
-
-
-
-
-
-
Ordinary options
02/09/2023
0.041
11,700,000
(550,000)
Balance at
end of
the year
(Number)
3,000,000
5,600,000
23,500,000
11,400,000
4,000,000
5,050,000
11,150,000
4,000,000
8,000,000
8,000,000
18,000,000
2,500,000
127,575,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Ordinary options
12/07/2024
0.028
25,625,000
(2,250,000)
-
23,375,000
Ordinary options
06/08/2024
0.034
Ordinary options
16/12/2024
0.043
-
-
-
18,000,000
2,500,000
84,250,000
46,125,000
(2,800,000)
Reserves
Reserves
Share–based payments reserve
Foreign currency translation reserve
Share–based payments reserve
Opening balance
Share-based payment expense - employees
Share-based payment expenses - directors (i)
Share-based payment expenses - third party (i)
Closing balance
Foreign currency translation reserve
Opening balance
Movement on currency translation
Closing balance
(i) Refer Equity Based Payments on Note 21
2021
$
1,230,787
242,472
1,473,259
693,619
490,663
46,505
-
1,230,787
2020
$
693,619
245,855
939,474
434,882
207,270
-
51,467
693,619
245,855
(3,383)
242,472
214,267
31,588
245,855
The Share-based payments reserve is used to record the value of options accounted for in accordance with
AASB 2: Share-Based Payments.
The foreign currency translation reserve is used to record the value of aggregate movements in the translation
of foreign currency in accordance with AASB 121: The Effects of Changes in Foreign Exchange Rates.
60 Adslot 2021 Annual Report
Adslot 2021 Annual Report 61
Adslot 2021 Annual Report
61
Notes to the Financial Statements (Continued)
Earnings Per Share
(a)
Basic earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.33)
(0.96)
(b) Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.33)
(0.96)
2021
Cents
2020
Cents
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Loss from continuing operations attributable to the members of the Group used on
calculating basic and diluted earnings per share
(6,280,774)
(16,617,725)
2021
$
2020
$
2021
Number
2020
Number
(d) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
1,916,523,704
1,725,848,672
(e) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of diluted
EPS
1,916,523,704
1,725,848,672
(i) During 2021 and 2020 there were no discontinued operations or values attributable to minority interests.
Weighted average number of rights and options that could potentially dilute basic
earnings per share in the future, but are not included in the calculation of diluted
EPS because they are anti-dilutive for the period presented.
125,438,425
72,438,525
2021
Number
2020
Number
Contingencies
No contingent assets and liabilities are noted.
Remuneration of auditors
During the year the following fees were paid/payable to the auditor of the Group:
Audit services
Audit and review of financial reports
During the year the following fees were paid/payable to a related entity of the auditor
of the Group:
Other services
Taxation compliance, GroupM compliance audit and taxation advice (JobKeeper
grant and transfer pricing)
2021
$
2020
$
122,500
109,000
112,085
93,911
234,585
202,911
62
62 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
Earnings Per Share
Loss attributable to the ordinary equity holders of the Group
(0.33)
(0.96)
(a)
Basic earnings per share
(b) Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.33)
(0.96)
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Loss from continuing operations attributable to the members of the Group used on
(6,280,774)
(16,617,725)
calculating basic and diluted earnings per share
2021
$
2020
$
2021
Number
2020
Number
(d) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
1,916,523,704
1,725,848,672
Weighted average number of shares on issue used in the calculation of diluted
1,916,523,704
1,725,848,672
EPS
(i) During 2021 and 2020 there were no discontinued operations or values attributable to minority interests.
Weighted average number of rights and options that could potentially dilute basic
earnings per share in the future, but are not included in the calculation of diluted
EPS because they are anti-dilutive for the period presented.
125,438,425
72,438,525
2021
Number
2020
Number
Contingencies
No contingent assets and liabilities are noted.
Remuneration of auditors
During the year the following fees were paid/payable to the auditor of the Group:
During the year the following fees were paid/payable to a related entity of the auditor
Audit services
Audit and review of financial reports
of the Group:
Other services
grant and transfer pricing)
62 Adslot 2021 Annual Report
Taxation compliance, GroupM compliance audit and taxation advice (JobKeeper
112,085
93,911
2021
$
2020
$
122,500
109,000
234,585
202,911
2021
Cents
2020
Cents
Key Management Personnel Disclosures
Directors
The following persons were directors of the Group during the financial year:
Mr Andrew Barlow (Non-Executive Chairman) (i)
Mr Adrian Giles (Non-Executive Director)
Ms Sarah Morgan (Non-Executive Director)
Mr Andrew Dyer (Non-Executive Director)
Mr Ben Dixon (Executive Director & CEO)
(i)
Mr Barlow was the Executive Chairman until 28 July 2020
Other key management personnel
The following persons also had authority and responsibility for planning, directing and controlling the activities
of the Group, directly or indirectly, during the financial year:
Name
Ms Felicity Conlan
Mr Tom Peacock
Position
Chief Financial Officer and Company Secretary
Chief Commercial Officer
(e) Weighted average number of shares used as the denominator
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other long-term employee benefits
Share-based payments
Total compensation
2021
$
956,202
80,892
11,183
314,530
2020
$
933,089
71,194
11,586
12,924
1,362,807
1,028,793
There were 7 key management personnel throughout 2021 (2020: 8 some of whom have a part year of
service).
Business Acquisitions:
There were no related party transactions during the year ended 30 June 2021.
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $25,888 (2020: $28,242) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions. There were no other transactions with Directors and their personally related entities for the financial
years ending 30 June 2021 and 30 June 2020.
Adslot 2021 Annual Report 63
Adslot 2021 Annual Report
63
Notes to the Financial Statements (Continued)
Share-Based Payments
Employee Option Plan
Shareholders re-approved the Incentive Option Plan at the January 2021 Annual General Meeting. The
Incentive Option Plan which enables the Board to offer eligible employees and directors the right to options
which can be exercised to shares subject to the certain vesting criteria as long as they remain an eligible
participant.
The objective of the Option Plan is to attract, motivate and retain key employees and it is considered by the
Group that the adoption of the Option Plan and the future issue of Options under the Option Plan will provide
selected employees and directors with the opportunity to participate in the future growth of the Group.
In July 2020 all staff were awarded 250,000 options under the Plan in recognition of salary reductions and
other impacts of the COVID-19 pandemic.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no voting
rights. All options are subject to service periods which require the employees remain an employee or Director
or the Group.
The following table shows grants and movements of share-based compensation to employees under the
Employee Option Plan during the current financial year:
2021
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Exercised
during the
year
Lapsed
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at the end of
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Grant
Date
Expiry
Date
05/10/17
04/10/21
0.073
3,000,000
26/11/17
25/11/21
0.060
5,600,000
26/02/18
25/02/22
0.035
23,500,000
16/05/18
15/05/22
0.034
11,400,000
28/05/18
27/05/22
0.036
4,000,000
30/01/19
30/01/23
0.060
5,050,000
03/09/19
02/09/23
0.041
11,700,000
13/12/19
12/12/23
30/01/20
29/01/24
0.045
0.032
4,000,000
8,000,000
-
-
-
-
-
-
-
-
-
13/07/20
12/07/24
0.028
07/08/20
06/08/24
0.034
- 25,625,000
- 18,000,000
Total
76,250,000 43,625,000
Weighted average exercise
price
$0.042
$0.030
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,000,000
3,000,000
5,600,000
5,600,000
23,500,000
23,500,000
11,400,000
11,400,000
4,000,000
4,000,000
5,050,000
5,050,000
(550,000)
11,150,000
3,716,679
-
-
4,000,000
4,000,000
8,000,000
4,000,000
(2,250,000)
23,375,000 -
- 18,000,000 12,000,000
(2,800,000)
117,075,000 76,266,679
$0.031
$0.037
$0.040
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2021 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value$
OP # 21-1 OP # 21-2
13/07/20
12/07/24
07/08/20
06/08/24
0.028
0.019
0.034
0.023
Expected Volatility
126.55%
129.74%
Risk Free Interest rate
0.25%
0.25%
64
64 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
Share-Based Payments
Employee Option Plan
Shareholders re-approved the Incentive Option Plan at the January 2021 Annual General Meeting. The
Incentive Option Plan which enables the Board to offer eligible employees and directors the right to options
which can be exercised to shares subject to the certain vesting criteria as long as they remain an eligible
participant.
The objective of the Option Plan is to attract, motivate and retain key employees and it is considered by the
Group that the adoption of the Option Plan and the future issue of Options under the Option Plan will provide
selected employees and directors with the opportunity to participate in the future growth of the Group.
In July 2020 all staff were awarded 250,000 options under the Plan in recognition of salary reductions and
other impacts of the COVID-19 pandemic.
No amounts are paid or payable by the recipient on the receipt of the options. The options carry no voting
rights. All options are subject to service periods which require the employees remain an employee or Director
The following table shows grants and movements of share-based compensation to employees under the
Employee Option Plan during the current financial year:
or the Group.
2021
Grant
Date
Expiry
Date
Balance at
Granted
Exercised
Lapsed
Forfeited
Balance at
Exercise
start of the
during
during the
during the
during the
end of the
at the end of
Price
year
the year
year
year
year
year
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Vested and
exercisable
05/10/17
04/10/21
0.073
3,000,000
26/11/17
25/11/21
0.060
5,600,000
26/02/18
25/02/22
0.035
23,500,000
16/05/18
15/05/22
0.034
11,400,000
28/05/18
27/05/22
0.036
4,000,000
30/01/19
30/01/23
0.060
5,050,000
03/09/19
02/09/23
0.041
11,700,000
13/12/19
12/12/23
30/01/20
29/01/24
0.045
0.032
4,000,000
8,000,000
-
-
-
-
-
-
-
-
-
13/07/20
12/07/24
0.028
07/08/20
06/08/24
0.034
- 25,625,000
- 18,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,000,000
3,000,000
5,600,000
5,600,000
23,500,000
23,500,000
11,400,000
11,400,000
4,000,000
4,000,000
5,050,000
5,050,000
(550,000)
11,150,000
3,716,679
4,000,000
4,000,000
8,000,000
4,000,000
(2,250,000)
23,375,000 -
- 18,000,000 12,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
76,250,000 43,625,000
(2,800,000)
117,075,000 76,266,679
Weighted average exercise
price
$0.042
$0.030
$0.031
$0.037
$0.040
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2021 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value$
OP # 21-1 OP # 21-2
13/07/20
07/08/20
12/07/24
06/08/24
0.028
0.019
0.034
0.023
Expected Volatility
126.55%
129.74%
Risk Free Interest rate
0.25%
0.25%
64 Adslot 2021 Annual Report
2020
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Exercised
during the
year
Lapsed
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at the end of
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Grant
Date
Expiry
Date
05/10/17
04/10/21
0.073
3,000,000
26/11/17
25/11/21
0.060
5,600,000
26/02/18
25/02/22
0.035
23,500,000
16/05/18
15/05/22
0.034
11,400,000
28/05/18
27/05/22
0.036
4,000,000
30/01/19
30/01/23
0.060
5,800,000
-
-
-
-
-
-
03/09/19
02/09/23
0.041
13/12/19
12/12/23
30/01/20
29/01/24
0.045
0.032
- 11,900,000
-
-
4,000,000
8,000,000
Total
53,300,000 23,900,000
Weighted average exercise
price
$0.042
$0.039
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
3,000,000
3,000,000
5,600,000
5,600,000
23,500,000
23,500,000
11,400,000
11,400,000
4,000,000
4,000,000
(750,000)
5,050,000
2,650,000
(200,000)
11,700,000
-
-
-
4,000,000
2,000,000
8,000,000
-
(950,000)
76,250,000
52,150,000
$0.056
$0.041
$0.041
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2020 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value$
Expected Volatility
Risk Free Interest rate
OP # 20-1 OP # 20-2 OP # 20-3
03/09/19
02/09/23
0.041
0.028
62.60%
0.99%
13/12/19
12/12/23
0.045
0.031
61.60%
0.88%
30/01/20
29/01/24
0.032
0.032
63.79%
0.88%
Equity Based Payments
On 30 January 2020 the Group granted 8,000,000 new Options under mandate to Peloton Capital Pty Ltd as
consideration for corporate advisory services provided. The Options were vested on issue and have an expiry
date of 15 December 2022.
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Exercised
during the
year
Lapsed
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at the end of
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Grant
Date
Expiry
Date
30/01/20
15/12/22
0.044
- 8,000,000
-
-
-
8,000,000
8,000,000
The options are valued using the Black-Scholes pricing model. The model inputs for options granted were:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
EOP # 20-1
30/01/20
15/12/22
0.044
0.032
63.79%
0.88%
Adslot 2021 Annual Report 65
Adslot 2021 Annual Report
65
Notes to the Financial Statements (Continued)
21.
Share-Based Payments (Continued)
Non-Executive Director Options
The issue of 2,500,000 Options to a director under LR 10.11 was approved at the AGM that was held on 28
January 2021. Options are to acquire fully paid ordinary shares, at an exercise price of $0.043 with an expiry
date of 16 December 2024. 50% of the options vest six months after the grant date and the balance vest on
the first anniversary of the grant date.
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Exercised
during the
year
Lapsed
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at the end of
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Grant
Date
Expiry
Date
17/12/20
16/12/24
0.043
- 2,500,000
-
-
- 2,500,000 1,250,000
The options are valued using the Black-Scholes pricing model. The model inputs for options granted were:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
DOP # 21-1
17/12/20
16/12/24
0.043
0.029
137.18%
0.09%
Cash Flow reconciliation
Reconciliation of Net Cash Flows from Operating Activities to Loss for the year
Loss for the year after income tax
Add/(less) non-cash and other items
Depreciation and amortisation
Accounting gain on lease modifications and make good provision
Impairment of Goodwill
Share-based payment
Provision for impairment of FY16 R&D receivables
Impairment of receivables
(Profit)/Loss on asset write off
Unrealised foreign currency loss/(gain)
Movements in receivables relating to investing activities
Changes in assets and liabilities (net of effects of acquisition and disposal of entities)
(Increase)/Decrease in receivables
(Decrease)/Increase in payables and other provisions
Net cash outflow from operating activities
2021
$
2020
$
(6,280,774)
(16,617,725)
3,596,794
3,665,792
(78,542)
-
-
10,000,000
537,168
207,270
-
1,527,734
(19,085)
1,920
106,925
(633,774)
19,565
-
3,009
1,171,950
760,646
(151,812)
1,715,535
(3,208,191)
(293,187)
(3,382,408)
66
66 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
21.
Share-Based Payments (Continued)
Non-Executive Director Options
The issue of 2,500,000 Options to a director under LR 10.11 was approved at the AGM that was held on 28
January 2021. Options are to acquire fully paid ordinary shares, at an exercise price of $0.043 with an expiry
date of 16 December 2024. 50% of the options vest six months after the grant date and the balance vest on
the first anniversary of the grant date.
Grant
Date
Expiry
Date
Balance at
Granted
Exercised
Lapsed
Forfeited
Balance at
Exercise
start of the
during
during the
during the
during the
end of the
at the end of
Price
year
the year
year
year
year
year
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
17/12/20
16/12/24
0.043
- 2,500,000
-
-
- 2,500,000 1,250,000
The options are valued using the Black-Scholes pricing model. The model inputs for options granted were:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
DOP # 21-1
17/12/20
16/12/24
0.043
0.029
137.18%
0.09%
Cash Flow reconciliation
Reconciliation of Net Cash Flows from Operating Activities to Loss for the year
Loss for the year after income tax
Add/(less) non-cash and other items
Depreciation and amortisation
Impairment of Goodwill
Share-based payment
Accounting gain on lease modifications and make good provision
Provision for impairment of FY16 R&D receivables
Impairment of receivables
(Profit)/Loss on asset write off
Unrealised foreign currency loss/(gain)
Movements in receivables relating to investing activities
(Increase)/Decrease in receivables
(Decrease)/Increase in payables and other provisions
Net cash outflow from operating activities
Changes in assets and liabilities (net of effects of acquisition and disposal of entities)
2021
$
2020
$
(6,280,774)
(16,617,725)
3,596,794
3,665,792
(78,542)
-
537,168
-
-
(19,085)
1,920
106,925
(633,774)
10,000,000
207,270
1,527,734
19,565
-
3,009
1,171,950
760,646
(151,812)
1,715,535
(3,208,191)
(293,187)
(3,382,408)
Financial Risk Management
The Group’s operations expose it to various financial risks including market, credit, liquidity and cash flow risks.
Risk management programmes and policies are employed to mitigate the potential adverse effects of these
exposures on the results of the Group.
Financial risk management is carried out by the Chief Financial Officer with oversight provided by the Audit &
Risk Committee and Board.
Vested and
exercisable
(a) Market risks
Market risks include foreign exchange risk, interest rate risk and other price risk. The Group’s activities expose
it to the financial risks of changes in foreign currency, interest rate risk relating to interest earned on cash and
cash equivalents.
Disclosures relating to foreign currency risks are covered in Note 23(d) and interest rate risk is covered in Note
23. The Group does not have formal policies that address the risks associated with changes in interest rates
or changes in fair values on available-for-sale financial assets.
(b) Credit risk
Credit risk represents the loss that would be recognised if counterparties failed to perform as contracted.
The credit risk on financial assets, other than investments, of the Group which have been recognised in the
Consolidated Statement of Financial Position is the carrying amount net of any provision for doubtful debts.
The Group has no significant concentrations of credit risk. As disclosed in Note 8(b), ‘Impairment of
receivables’, the Group has policies in place to ensure that sales of services are made to customers with
appropriate credit history. Before accepting any new customers, the Group internally reviews the potential
customer’s credit quality. A substantial deposit on contract in website development and hosting segment of
the Group mitigates initial credit risk.
The Group held the following financial assets with potential credit risk exposure:
Financial assets
Cash and cash equivalents
Trade debtors and other receivables (Note 8)
Prepayments
2021
$
6,826,853
2020
$
6,160,440
4,040,885
4,822,711
249,988
209,723
11,117,726
11,192,874
66 Adslot 2021 Annual Report
Adslot 2021 Annual Report 67
Adslot 2021 Annual Report
67
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close-out market
positions. Due to the dynamic nature of the underlying business, the Board aims at maintaining flexibility in
funding by keeping sufficient cash available to settle financial liabilities as per the contractual terms of the
obligations.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources and trade receivables. The Group’s existing cash resources (see Note 7) and trade
receivables (see Note 8) significantly exceed the current cash outflow requirements.
As at 30 June 2021, the Group’s non-derivative financial liabilities have contractual maturities (including interest
payments where applicable) as summarised below:
Contractual maturities of financial liabilities
Due within 12 months
Trade and other payables
Current: Lease liability
Due after 12 months
Non-current: Lease liability
Total
(d) Foreign currency risk
2021
$
4,516,056
594,101
5,110,157
1,161,470
6,271,627
2020
$
3,098,704
886,952
3,985,656
960,915
4,946,571
Most of the Group’s financial assets and liabilities are in Australian Dollars (AUD) and US dollars (USD).
Exposures to currency exchange rates arise from the Group’s overseas operations which are primarily
denominated in US dollars (USD), Pound Sterling (GBP), Euros (EUR), New Zealand dollars (NZD), Chinese
Yuan (CNY) and Malaysian Ringgit (MYR).
Foreign currency exposure is monitored by the Board on a periodic basis.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are
disclosed below. The amounts shown are those reported to key management translated into AUD at the closing
rate:
USD
A$
GBP
A$
EUR
A$
30 June 2021
Financial Assets
7,096,216
329,778
501,342
Financial Liabilities
(3,004,410)
(419,207)
(236,732)
Total Exposure
30 June 2020
4,091,806
(89,429)
264,610
NZD
A$
5,436
(1,905)
3,531
CNY
A$
MYR
A$
32,770
(32,863)
3,089
-
(93)
3,089
Financial Assets
5,093,083
342,619
332,667
27,660
54,587
2,035
Financial Liabilities
(3,013,410)
(594,247)
(175,353)
(3,655)
(28,754)
-
Total Exposure
2,079,673
(251,628)
157,314
24,005
25,833
2,035
68
68 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close-out market
positions. Due to the dynamic nature of the underlying business, the Board aims at maintaining flexibility in
funding by keeping sufficient cash available to settle financial liabilities as per the contractual terms of the
obligations.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources and trade receivables. The Group’s existing cash resources (see Note 7) and trade
receivables (see Note 8) significantly exceed the current cash outflow requirements.
As at 30 June 2021, the Group’s non-derivative financial liabilities have contractual maturities (including interest
payments where applicable) as summarised below:
Contractual maturities of financial liabilities
Due within 12 months
Trade and other payables
Current: Lease liability
Due after 12 months
Non-current: Lease liability
Total
(d) Foreign currency risk
2021
$
4,516,056
594,101
5,110,157
1,161,470
6,271,627
2020
$
3,098,704
886,952
3,985,656
960,915
4,946,571
Most of the Group’s financial assets and liabilities are in Australian Dollars (AUD) and US dollars (USD).
Exposures to currency exchange rates arise from the Group’s overseas operations which are primarily
denominated in US dollars (USD), Pound Sterling (GBP), Euros (EUR), New Zealand dollars (NZD), Chinese
Yuan (CNY) and Malaysian Ringgit (MYR).
Foreign currency exposure is monitored by the Board on a periodic basis.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are
disclosed below. The amounts shown are those reported to key management translated into AUD at the closing
rate:
30 June 2021
Total Exposure
30 June 2020
USD
A$
GBP
A$
EUR
A$
CNY
A$
MYR
A$
Financial Assets
7,096,216
329,778
501,342
Financial Liabilities
(3,004,410)
(419,207)
(236,732)
32,770
(32,863)
3,089
-
4,091,806
(89,429)
264,610
(93)
3,089
NZD
A$
5,436
(1,905)
3,531
Financial Assets
5,093,083
342,619
332,667
27,660
54,587
2,035
Financial Liabilities
(3,013,410)
(594,247)
(175,353)
(3,655)
(28,754)
-
Total Exposure
2,079,673
(251,628)
157,314
24,005
25,833
2,035
The following table illustrates the sensitivity on profit and equity in relation to the Group’s financial assets and
liabilities and the USD/AUD exchange rate, GBP/AUD exchange rate, EUR/AUD exchange rate, NZD/AUD
exchange rate and CNY/AUD exchange rate ‘all other things being equal’. It assumes a +/- 10% change of
the following exchange rates for the year ended 30 June 2021 (30 June 2020:10%).
These percentages have been determined based on the average market volatility in exchange rates in the
previous 12 months. There is no Equity exposure to foreign currency risk.
30 June 2021
USD
A$
GBP
A$
EUR
A$
Impact on Profit
(345,915)
22,853
(26,459)
Impact on Reserves
(26,067)
(14,723)
2,403
Impact on Equity
(371,982)
8,130
(24,056)
+10%
NZD
A$
-
(321)
(321)
CNY
A$
-
8
8
MYR
A$
(281)
Total
A$
(349,802)
-
(38,700)
(281)
(388,502)
30 June 2020
Impact on Profit
(174,825)
38,265
(13,666)
-
-
(185)
(150,411)
Impact on Reserves
(14,236)
(15,390)
(635)
Impact on Equity
(189,061)
22,875
(14,301)
30 June 2021
Impact on Profit
USD
A$
GBP
A$
EUR
A$
422,786
(27,932)
32,339
Impact on Reserves
31,859
17,995
(2,938)
Impact on Equity
454,645
(9,937)
29,401
(2,182)
(2,182)
-10%
NZD
A$
-
392
392
(2,348)
(2,348)
-
(34,791)
(185)
(185,202)
CNY
A$
-
(10)
(10)
MYR
A$
343
Total
A$
427,536
-
47,298
343
474,834
30 June 2020
Impact on Profit
213,675
(46,768)
16,703
-
-
226
183,836
Impact on Reserves
17,400
18,809
776
Impact on Equity
231,075
(27,959)
17,479
2,667
2,667
2,870
2,870
-
42,522
226
226,358
68 Adslot 2021 Annual Report
Adslot 2021 Annual Report 69
Adslot 2021 Annual Report
69
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
(e) Cash flow and interest rate risk
As the Group has no significant interest-bearing assets or liabilities (except cash), the Group’s income and
operating cash flows are not materially exposed to changes in market interest rates.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on exposure to interest rates on interest bearing
bank balances throughout the reporting period. A 100-basis point increase or decrease is used when reporting
interest rate risk internally to key management personnel and represents management’s assessment of the
possible change in interest rates (also comparable to movement in interest rates during the reporting year).
At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held
constant, the Group’s net profit would:
30 June 2021
+1%
$
24,397
-1%
$
(7,460)
30 June 2020
34,017
(29,447)
This is mainly attributable to the Group’s exposure to interest rate on its bank balances bearing interest.
(f) Net fair value of financial assets and liabilities
The net fair value of cash and cash equivalents and other short-term financial assets and financial liabilities of
the Group approximates their carrying value.
The net fair value of other financial assets and financial liabilities is based upon market prices where a market
exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities
with similar risk profiles.
Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2021. This information
has been prepared using consistent accounting policies as presented in Note 1.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Share-based payments reserve
Retained losses
Total equity
Loss for the year
Total comprehensive loss for the year
70
70 Adslot 2021 Annual Report
Adslot 2021 Annual Report
2021
$
1,010,899
2020
$
2,081,735
45,694,374
45,750,149
46,705,273
47,831,884
849,460
962,435
1,280,407
1,136,010
2,129,867
2,098,445
155,620,312
151,878,829
1,230,785
693,617
(112,275,691)
(106,839,007)
44,575,406
45,733,439
(5,436,684)
(8,000,943)
(5,436,684)
(8,000,943)
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
(e) Cash flow and interest rate risk
As the Group has no significant interest-bearing assets or liabilities (except cash), the Group’s income and
operating cash flows are not materially exposed to changes in market interest rates.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on exposure to interest rates on interest bearing
bank balances throughout the reporting period. A 100-basis point increase or decrease is used when reporting
interest rate risk internally to key management personnel and represents management’s assessment of the
possible change in interest rates (also comparable to movement in interest rates during the reporting year).
At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held
constant, the Group’s net profit would:
30 June 2021
+1%
$
24,397
-1%
$
(7,460)
30 June 2020
34,017
(29,447)
(f) Net fair value of financial assets and liabilities
The net fair value of cash and cash equivalents and other short-term financial assets and financial liabilities of
the Group approximates their carrying value.
The net fair value of other financial assets and financial liabilities is based upon market prices where a market
exists or by discounting the expected future cash flows by the current interest rates for assets and liabilities
with similar risk profiles.
Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2021. This information
has been prepared using consistent accounting policies as presented in Note 1.
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Contributed equity
Share-based payments reserve
Retained losses
Total equity
Loss for the year
Total comprehensive loss for the year
70 Adslot 2021 Annual Report
2021
$
2020
$
1,010,899
2,081,735
45,694,374
45,750,149
46,705,273
47,831,884
849,460
962,435
1,280,407
1,136,010
2,129,867
2,098,445
155,620,312
151,878,829
1,230,785
693,617
(112,275,691)
(106,839,007)
44,575,406
45,733,439
(5,436,684)
(8,000,943)
(5,436,684)
(8,000,943)
Related Party Transactions
Other than the transactions disclosed in Note 20 relating to key management personnel, there have been no
related party transactions that have occurred during the current or prior financial year.
Events Subsequent to Reporting Date
On 9 August 2021 Mr Tom Triscari was appointed as a US-based Non-Executive Director, as outlined in the
ASX release lodged on 10 August 2021.
The Company granted the following unlisted share options:
• 9,500,000 options issued to employees as outlined in the Appendix 3G lodged on 4 August 2021;
• 6,250,000 options issued to a third party as outlined in the Appendix 3G lodged on 4 August 2021; and
• 6,000,000 options issued to Non-Executive Director as outlined in Appendix 3X lodged on 10 August 2021.
On 30 August 2021, Adslot announced the extension of its global Symphony contract with GroupM.
This is mainly attributable to the Group’s exposure to interest rate on its bank balances bearing interest.
Consolidated Entities
Name
Parent entity
Adslot Ltd
Controlled entities
Adslot Technologies Pty Ltd
Ansearch.com.au Pty Ltd
Ansearch Group Services Pty Ltd
Webfirm Pty Ltd
QDC IP Technologies Pty Ltd
Adslot UK Limited
Adslot Inc.
Symphony International Solutions Limited
Symphony Workflow Pty Ltd
Symphony Media Pty Ltd
Facilitate Digital (Shanghai) Software Service Co., Ltd
Facilitate Digital Limited
Facilitate Digital Trust
Facilitate Digital, LLC
Facilitate Digital UK Limited
Facilitate Digital Deutschland GmbH
Country of
Incorporation
Ordinary Share Consolidated
Equity Interest
2021
%
2020
%
Australia
Australia
Australia
Australia
Australia
Australia
United Kingdom
United States
Australia
Australia
Australia
China
New Zealand
New Zealand
United States
United Kingdom
Germany
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Equity interests in all controlled entities are by way of ordinary shares.
Adslot 2021 Annual Report 71
Adslot 2021 Annual Report
71
Directors’ Declaration
The directors declare that the financial statements, comprising the statement of profit or loss and other
comprehensive income, statement of financial position, statement of changes in equity, statement of cash
flows and accompanying notes, as set out on pages 32 to 71 are in accordance with the Corporations Act 2001
and:
(a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements in Australia;
(b) give a true and fair view of the Company’s financial position as at 30 June 2021 and of its performance,
as represented by the results of its operations and its cash flows, for the financial year ended on that
date; and
(c) the Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
In the directors’ opinion:
(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(b) the audited remuneration disclosures set out on pages 18 to 25 of the Directors’ Report comply with
section 300A of the Corporations Act 2001.
The directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Andrew Barlow
Chairman
Adslot Ltd
30 August 2021
72
72 Adslot 2021 Annual Report
Adslot 2021 Annual Report
Directors’ Declaration
The directors declare that the financial statements, comprising the statement of profit or loss and other
comprehensive income, statement of financial position, statement of changes in equity, statement of cash
flows and accompanying notes, as set out on pages 32 to 71 are in accordance with the Corporations Act 2001
and:
(a) comply with Australian Accounting Standards, the Corporations Regulations 2001 and other
mandatory professional reporting requirements in Australia;
(b) give a true and fair view of the Company’s financial position as at 30 June 2021 and of its performance,
as represented by the results of its operations and its cash flows, for the financial year ended on that
date; and
In the directors’ opinion:
(a) there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(b) the audited remuneration disclosures set out on pages 18 to 25 of the Directors’ Report comply with
section 300A of the Corporations Act 2001.
The directors have been given the declaration by the Chief Executive Officer and Chief Financial Officer
required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Andrew Barlow
Chairman
Adslot Ltd
30 August 2021
72 Adslot 2021 Annual Report
(c) the Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
Opinion
Independent Auditor’s Report
To the Members of Adslot Limited
Report on the audit of the financial report
Collins Square, Tower 5
727 Collins Street
Melbourne Victoria 3008
Correspondence to:
GPO Box 4736
Melbourne Victoria 3001
T +61 3 8320 2222
F +61 3 8320 2200
E info.vic@au.gt.com
W www.grantthornton.com.au
We have audited the financial report of Adslot 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, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated 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:
a giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the year
ended on that date; and
b 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 and Ethical Standards Board’s APES 110 Code of Ethics for
Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 (c) in the financial statements, which indicates that the Group incurred a net loss of $6.2 million
during the year ended 30 June 2021, and management anticipate incurring further net losses from operations until such time
as sufficient revenue growth is achieved. As stated in Note 1 (c), these events or conditions, along with other matters as set
forth in Note 1 (c), indicate that a material uncertainty exists that may cast doubt on the Group’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Grant Thornton Audit Pty Ltd ACN 130 913 594
a subsidiary or related entity of Grant Thornton Australia Ltd ABN 41 127 556 389
www.grantthornton.com.au
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients
and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International
Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are
delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one
another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to
Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to
Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation.
70
Adslot 2021 Annual Report
73
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the
matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Intangible assets and goodwill impairment testing
Note 10
Goodwill and other intangibles included within the Group’s
statement of financial position amounted to $12.7 million At 30
June 2021.
An entity is required, per AASB 136 Impairment of Assets, to
assess at the end of each reporting period whether there is
any indication that an asset may be impaired. Should any
indication of impairment exist, the entity shall estimate the
recoverable amount of the asset. Further, goodwill is required
to be tested annually for impairment.
Impairment testing of goodwill and intangible assets requires a
high degree of estimation and judgement by management and
there is subjectivity involved relating to assumptions and key
inputs.
This area is a key audit matter as impairment testing of
goodwill and intangible assets requires a high degree of
estimation and judgement by management and there is
subjectivity involved relating to assumptions and key inputs.
Research and development grants and capitalised wages
Note 8 and Note 10
During the year ended 30 June 2021, the Group has
recognised $2.4 million relating to capitalised developments
costs as intangible assets. The Group has also claimed
associated research and development (R&D) grants to the
value of $1.1 million under the R&D Tax Incentive Scheme
from Aus. Industry, for estimated and submitted R&D claims at
year end.
A high level of judgement is required in determining whether
the criteria for capitalising R&D costs are met and as such
there is a risk that the criteria for capitalisation in accordance
with AASB 138 Intangible Assets costs are not achieved.
Under AASB 120 Accounting for Government Grants and
Disclosure of Government Assistance, grants received relating
to costs that are capitalised are required to be offset against
the capitalised amount, while grants relating to costs that are
not capitalised are to be recognised as income. Estimated
R&D grant claims pertaining to costs incurred during the 2021
financial year as well as R&D grant claims submitted but not
yet received relating to costs incurred in the previous financial
year, are to be recognised as a receivable.
This area is a key audit matter given the subjectivity and
management judgement applied in assessing whether costs
meet the recognition criteria of AASB 138.
Our procedures included, amongst others:
Reviewing the impairment model for compliance with AASB
136;
Assessing management's determination of the Group's
cash generating units based on our understanding of the
nature of the Group's business, the economic environment
in which segments operate and the Group's internal
reporting structure;
Testing the mathematical accuracy and appropriateness of
the methodology of the underlying model calculations;
Assessing the reasonableness of inputs and assumptions
used in the model prepared by management;
Performing a sensitivity analysis of the key assumptions in
model; and
Reviewing relevant disclosures for adequacy in the
financial statements.
Our procedures included, amongst others:
Obtaining an understanding of the capitalisation process
and how costs are allocated to the project;
Reviewing compliance with criteria for capitalisation of
costs under AASB;
Assessing the reasonableness of total development costs
against expectations, having regard to prior year costs and
current year budgeted costs;
Testing on a sample basis, capitalised development costs
incurred to underlying supporting documentation;
Ensuring the above sample meets the recognition
requirements of accounting standing AASB 138;
Tracing the R&D receivable to submitted claims and where
applicable, subsequent cash receipt;
Testing the mathematical accuracy of R&D grant claims
accrued for;
Obtaining an understanding of the current status of
discussions with AusIndustry in relation to R&D claims;
Utilising Grant Thornton’s internal R&D expert to review the
FY21 receivable for compliance with the tax legislation; and
Assessing the appropriateness of the disclosures in the
financial statements.
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71
In addition to the matter described in the Material uncertainty related to going concern section, we have determined the
Revenue Recognition
matters described below to be the key audit matters to be communicated in our report.
Key audit matter
How our audit addressed the key audit matter
Intangible assets and goodwill impairment testing
Note 10
June 2021.
Goodwill and other intangibles included within the Group’s
statement of financial position amounted to $12.7 million At 30
Our procedures included, amongst others:
An entity is required, per AASB 136 Impairment of Assets, to
assess at the end of each reporting period whether there is
any indication that an asset may be impaired. Should any
indication of impairment exist, the entity shall estimate the
recoverable amount of the asset. Further, goodwill is required
to be tested annually for impairment.
Reviewing the impairment model for compliance with AASB
136;
Assessing management's determination of the Group's
cash generating units based on our understanding of the
nature of the Group's business, the economic environment
in which segments operate and the Group's internal
reporting structure;
Impairment testing of goodwill and intangible assets requires a
Testing the mathematical accuracy and appropriateness of
high degree of estimation and judgement by management and
there is subjectivity involved relating to assumptions and key
inputs.
This area is a key audit matter as impairment testing of
goodwill and intangible assets requires a high degree of
estimation and judgement by management and there is
the methodology of the underlying model calculations;
Assessing the reasonableness of inputs and assumptions
used in the model prepared by management;
Performing a sensitivity analysis of the key assumptions in
subjectivity involved relating to assumptions and key inputs.
Reviewing relevant disclosures for adequacy in the
model; and
financial statements.
Research and development grants and capitalised wages
Note 8 and Note 10
During the year ended 30 June 2021, the Group has
recognised $2.4 million relating to capitalised developments
costs as intangible assets. The Group has also claimed
associated research and development (R&D) grants to the
value of $1.1 million under the R&D Tax Incentive Scheme
Our procedures included, amongst others:
Obtaining an understanding of the capitalisation process
and how costs are allocated to the project;
Reviewing compliance with criteria for capitalisation of
from Aus. Industry, for estimated and submitted R&D claims at
costs under AASB;
year end.
A high level of judgement is required in determining whether
the criteria for capitalising R&D costs are met and as such
there is a risk that the criteria for capitalisation in accordance
Assessing the reasonableness of total development costs
against expectations, having regard to prior year costs and
current year budgeted costs;
with AASB 138 Intangible Assets costs are not achieved.
Testing on a sample basis, capitalised development costs
Under AASB 120 Accounting for Government Grants and
Disclosure of Government Assistance, grants received relating
to costs that are capitalised are required to be offset against
the capitalised amount, while grants relating to costs that are
not capitalised are to be recognised as income. Estimated
R&D grant claims pertaining to costs incurred during the 2021
financial year as well as R&D grant claims submitted but not
yet received relating to costs incurred in the previous financial
year, are to be recognised as a receivable.
This area is a key audit matter given the subjectivity and
management judgement applied in assessing whether costs
meet the recognition criteria of AASB 138.
incurred to underlying supporting documentation;
Ensuring the above sample meets the recognition
requirements of accounting standing AASB 138;
Tracing the R&D receivable to submitted claims and where
applicable, subsequent cash receipt;
Testing the mathematical accuracy of R&D grant claims
accrued for;
Obtaining an understanding of the current status of
discussions with AusIndustry in relation to R&D claims;
Utilising Grant Thornton’s internal R&D expert to review the
FY21 receivable for compliance with the tax legislation; and
Assessing the appropriateness of the disclosures in the
financial statements.
71
Note 3
The Group derives revenue through the rendering of service
which are performed under the terms of the contractual
agreements.
Determining the appropriate revenue recognition methods for
multiple contractual agreements can be complex and involves
management judgment, which include determination of each
performance obligation within contracts, allocation of
consideration to individual performance obligations and
identifying when performance obligations are satisfied so
revenue can be recognised.
The area is a key audit matter due to the application of
judgement to the arrangements in the contracts with
customers.
Our procedures included, amongst others:
Reviewing the revenue recognition policies to assess for
compliance with AASB 15 Revenues from Contracts with
Customers;
Performing analytical procedures over revenue balances;
Reviewing significant customer contracts to assess
accounting treatment for compliance with AASB 15;
Selecting a statistical sample of revenue transactions to
ensure transactions exist and receipts were appropriately
recognised;
Evaluating the appropriateness of contract liability and
publisher creditor accounts; and
Assessing the adequacy of the Group’s disclosures within
the financial statements.
Information other than the financial report and auditor’s report thereon
The Directors are responsible for the other information. The other information comprises the information included in the
Group’s annual report for the year ended 30 June 2021, 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.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing
Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance
Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor’s report.
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Adslot 2021 Annual Report
75
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 18 to 25 of the Directors’ report for the year ended
30 June 2021.
In our opinion, the Remuneration Report of Adslot Limited, for the year ended 30 June 2021 complies with section 300A
of the Corporations Act 2001.
Responsibilities
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Grant Thornton Audit Pty Ltd
Chartered Accountants
M J Climpson
Partner – Audit & Assurance
Melbourne, 30 August 2021
Corporate Governance Statement
In accordance with Listing Rule 4.10.3, Adslot’s Corporate Governance Statement can be found at
http://www.adslot.com/investor-relations/governance/
Shareholder Information
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this
report is as follows. The information is current as at 13 August 2021.
Distribution of equity securities
The number of shareholders by size of shareholding are:
Ordinary Shares
Number of Holders Number of Shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 +
TOTAL
The number of shareholders holding less than a marketable parcel of $500
(17,857 shares):
Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
NATIONAL NOMINEES LIMITED
MR PETER DIAMOND + MRS DIANA DIAMOND
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
DAWNIE DIXON PTY LTD
MR ANDREW BARLOW
J & M BARLOW PENSION FUND
INVIA CUSTODIAN PTY LIMITED
CAPITAL ACCRETION PTY LTD
MR KEITH KNOWLES
ZERO NOMINEES PTY LTD
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
AMBLESIDE VENTURES PTY LTD
SAPEAME PTY LTD
14 MR PETER STANKOVIC
PARKS AUSTRALIA PTY LTD
STOCK RANGE PTY LTD
CHARMED5 PTY LTD
1
2
3
4
5
6
7
8
9
10
11
12
13
15
16
17
18
20
G & D DIXON INVESTMENTS PTY LTD
19 MR DAVID WILLIAM HOLZWORTH + MRS JANE ELIZABETH HOLZWORTH
SISUG PTY LTD
Total Top 20 holders of Ordinary Shares
Remaining holders balance
206
300
421
1,087
868
2,882
1,222
21,873
983,767
3,353,102
42,066,539
1,935,580,989
1,982,006,270
8,328,529
Listed Ordinary Shares
Number of
Shares
% of
Shares
261,161,021
205,000,000
144,225,094
86,046,522
67,702,668
63,991,724
60,252,850
43,068,966
40,579,799
37,382,304
35,535,638
33,091,710
32,941,379
24,017,150
21,740,000
21,144,014
20,000,000
12,302,184
12,000,000
11,434,561
13.18
10.34
7.28
4.34
3.42
3.23
3.04
2.17
2.05
1.89
1.79
1.67
1.66
1.21
1.10
1.07
1.01
0.62
0.61
0.58
1,233,617,584
748,388,686
62.24
37.76
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Peter Diamond
Private Portfolio Managers Pty Ltd
Jencay Capital Pty Ltd
Geoff Dixon
Shares
205,000,000
124,570,699
122,385,409
107,599,566
% Shares
10.34
6.29
6.17
5.43
Voting Rights - All ordinary shares carry one vote per share without restrictions.
76
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Adslot 2021 Annual Report
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73
77 Adslot 2021 Annual Report
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77
We have audited the Remuneration Report included in pages 18 to 25 of the Directors’ report for the year ended
The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Report on the remuneration report
Opinion on the remuneration report
30 June 2021.
of the Corporations Act 2001.
Responsibilities
Grant Thornton Audit Pty Ltd
Chartered Accountants
M J Climpson
Partner – Audit & Assurance
Melbourne, 30 August 2021
In our opinion, the Remuneration Report of Adslot Limited, for the year ended 30 June 2021 complies with section 300A
The number of shareholders by size of shareholding are:
The number of shareholders by size of shareholding are:
Corporate Governance Statement
Corporate Governance Statement
In accordance with Listing Rule 4.10.3, Adslot’s Corporate Governance Statement can be found at
In accordance with Listing Rule 4.10.3, Adslot’s Corporate Governance Statement can be found at
http://www.adslot.com/investor-relations/governance/
http://www.adslot.com/investor-relations/governance/
Shareholder Information
Shareholder Information
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this
Additional information required by the Australian Securities Exchange Limited and not shown elsewhere in this
report is as follows. The information is current as at 13 August 2021.
report is as follows. The information is current as at 13 August 2021.
Distribution of equity securities
Distribution of equity securities
Ordinary Shares
Ordinary Shares
Number of Holders Number of Shares
Number of Holders Number of Shares
1 – 1,000
1 – 1,000
1,001 – 5,000
1,001 – 5,000
5,001 – 10,000
5,001 – 10,000
10,001 – 100,000
10,001 – 100,000
100,001 +
100,001 +
TOTAL
TOTAL
The number of shareholders holding less than a marketable parcel of $500
The number of shareholders holding less than a marketable parcel of $500
(17,857 shares):
(17,857 shares):
Twenty largest shareholders
Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
The names of the twenty largest holders of quoted shares are:
NATIONAL NOMINEES LIMITED
NATIONAL NOMINEES LIMITED
MR PETER DIAMOND + MRS DIANA DIAMOND
MR PETER DIAMOND + MRS DIANA DIAMOND
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
DAWNIE DIXON PTY LTD
DAWNIE DIXON PTY LTD
MR ANDREW BARLOW
MR ANDREW BARLOW
J & M BARLOW PENSION FUND
J & M BARLOW PENSION FUND
INVIA CUSTODIAN PTY LIMITED
INVIA CUSTODIAN PTY LIMITED
CAPITAL ACCRETION PTY LTD
CAPITAL ACCRETION PTY LTD
MR KEITH KNOWLES
MR KEITH KNOWLES
ZERO NOMINEES PTY LTD
ZERO NOMINEES PTY LTD
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
BNP PARIBAS NOMINEES PTY LTD SIX SIS LTD
AMBLESIDE VENTURES PTY LTD
AMBLESIDE VENTURES PTY LTD
SAPEAME PTY LTD
SAPEAME PTY LTD
1
1
2
2
3
3
4
4
5
5
6
6
7
7
8
8
9
9
10
10
11
11
12
12
13
13
14 MR PETER STANKOVIC
14 MR PETER STANKOVIC
15
15
16
16
17
17
18
18
19 MR DAVID WILLIAM HOLZWORTH + MRS JANE ELIZABETH HOLZWORTH
19 MR DAVID WILLIAM HOLZWORTH + MRS JANE ELIZABETH HOLZWORTH
20
20
PARKS AUSTRALIA PTY LTD
PARKS AUSTRALIA PTY LTD
STOCK RANGE PTY LTD
STOCK RANGE PTY LTD
CHARMED5 PTY LTD
CHARMED5 PTY LTD
G & D DIXON INVESTMENTS PTY LTD
G & D DIXON INVESTMENTS PTY LTD
SISUG PTY LTD
SISUG PTY LTD
Total Top 20 holders of Ordinary Shares
Total Top 20 holders of Ordinary Shares
Remaining holders balance
Remaining holders balance
206
206
300
300
421
421
1,087
1,087
868
868
2,882
2,882
1,222
1,222
21,873
21,873
983,767
983,767
3,353,102
3,353,102
42,066,539
42,066,539
1,935,580,989
1,935,580,989
1,982,006,270
1,982,006,270
8,328,529
8,328,529
Listed Ordinary Shares
Listed Ordinary Shares
Number of
Number of
Shares
Shares
% of
% of
Shares
Shares
261,161,021
261,161,021
205,000,000
205,000,000
144,225,094
144,225,094
86,046,522
86,046,522
67,702,668
67,702,668
63,991,724
63,991,724
60,252,850
60,252,850
43,068,966
43,068,966
40,579,799
40,579,799
37,382,304
37,382,304
35,535,638
35,535,638
33,091,710
33,091,710
32,941,379
32,941,379
24,017,150
24,017,150
21,740,000
21,740,000
21,144,014
21,144,014
20,000,000
20,000,000
12,302,184
12,302,184
12,000,000
12,000,000
11,434,561
11,434,561
1,233,617,584
1,233,617,584
748,388,686
748,388,686
13.18
13.18
10.34
10.34
7.28
7.28
4.34
4.34
3.42
3.42
3.23
3.23
3.04
3.04
2.17
2.17
2.05
2.05
1.89
1.89
1.79
1.79
1.67
1.67
1.66
1.66
1.21
1.21
1.10
1.10
1.07
1.07
1.01
1.01
0.62
0.62
0.61
0.61
0.58
0.58
62.24
62.24
37.76
37.76
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Substantial Shareholders
Peter Diamond
Peter Diamond
Private Portfolio Managers Pty Ltd
Private Portfolio Managers Pty Ltd
Jencay Capital Pty Ltd
Jencay Capital Pty Ltd
Geoff Dixon
Geoff Dixon
Shares
Shares
205,000,000
205,000,000
124,570,699
124,570,699
122,385,409
122,385,409
107,599,566
107,599,566
% Shares
% Shares
10.34
10.34
6.29
6.29
6.17
6.17
5.43
5.43
Voting Rights - All ordinary shares carry one vote per share without restrictions.
Voting Rights - All ordinary shares carry one vote per share without restrictions.
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77
Corporate Directory
Directors
Mr Andrew Barlow – Non-Executive Chairman
Mr Ben Dixon – Executive Director
Mr Adrian Giles – Non-Executive Director
Ms Sarah Morgan – Non-Executive Director
Mr Andrew Dyer – Non-Executive Director
Mr Tom Triscari – Non-Executive Director
Chief Executive Officer
Mr Ben Dixon
Company Secretary
Ms Felicity Conlan
Auditors
Grant Thornton Australia
Collins Square, Tower 5
727 Collins Street
Melbourne, VIC 3008
Australia
Bankers
National Australia Bank Limited
330 Collins Street,
Melbourne, VIC 3000
Australia
Share Register
Computershare Registry Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3001
Australia
Home Stock Exchange
Australian Securities Exchange Limited
Level 45, South Tower
Rialto, 525 Collins Street
Melbourne, VIC 3000
Australia
ASX Code: ADS
Website
www.adslot.com
Registered Office
Adslot Ltd
Level 2, 419 Collins Street,
Melbourne, VIC 3000
Australia
Phone: + 61 3 8695 9100
Head Office
Adslot Ltd
Level 2, 419 Collins Street,
Melbourne, VIC 3000
Australia
Phone: + 61 3 8695 9100
Asia Pacific Offices
Level 7, 10-14 Waterloo Street
Surry Hills, NSW 2010
Australia
1-231, Shanghai 1933
No 10 Shajing Road
Shanghai 200080
China
301S Botany Road
Botany Downs, Auckland
New Zealand
North America Office
79 Madison Avenue
New York, NY 10016
United States of America
European Offices
10 John Street
London, WCIN 2EB
United Kingdom
Poststraße 33,
20354 Hamburg,
Germany
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Corporate Directory
Directors
Mr Andrew Barlow – Non-Executive Chairman
Mr Ben Dixon – Executive Director
Mr Adrian Giles – Non-Executive Director
Ms Sarah Morgan – Non-Executive Director
Mr Andrew Dyer – Non-Executive Director
Mr Tom Triscari – Non-Executive Director
Chief Executive Officer
Mr Ben Dixon
Company Secretary
Ms Felicity Conlan
Auditors
Grant Thornton Australia
Collins Square, Tower 5
727 Collins Street
Melbourne, VIC 3008
Australia
Bankers
National Australia Bank Limited
330 Collins Street,
Melbourne, VIC 3000
Australia
Share Register
Computershare Registry Services Pty Ltd
Yarra Falls
452 Johnston Street
Abbotsford, VIC 3001
Australia
Home Stock Exchange
Australian Securities Exchange Limited
Level 45, South Tower
Rialto, 525 Collins Street
Melbourne, VIC 3000
Australia
ASX Code: ADS
Website
www.adslot.com
Registered Office
Adslot Ltd
Level 2, 419 Collins Street,
Melbourne, VIC 3000
Australia
Phone: + 61 3 8695 9100
Head Office
Adslot Ltd
Level 2, 419 Collins Street,
Melbourne, VIC 3000
Australia
Phone: + 61 3 8695 9100
Asia Pacific Offices
Level 7, 10-14 Waterloo Street
Surry Hills, NSW 2010
Australia
1-231, Shanghai 1933
No 10 Shajing Road
Shanghai 200080
China
301S Botany Road
Botany Downs, Auckland
New Zealand
North America Office
79 Madison Avenue
New York, NY 10016
United States of America
European Offices
10 John Street
London, WCIN 2EB
United Kingdom
Poststraße 33,
20354 Hamburg,
Germany
78 Adslot 2021 Annual Report
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