2022 Annual Report.
VISION
To simplify
premium
media trading
through
technology and
collaboration.
VISION
CONTENTS
2 A Message from the Chairman
4 A Message from the CEO
6 Directors’ Report
18 Remuneration Report
28 Auditors Independence Declaration
29 Consolidated Statement of Profit or Loss
and Other Comprehensive Income
30 Consolidated Statement of Financial Position
31 Consolidated Statement of Changes in Equity
32 Consolidated Statement of Cash Flows
33 Notes to the Financial Statements
76 Directors’ Declaration
77 Independent Audit Report to the Members
81 Corporate Governance Statement
81 Shareholder Information
82 Corporate Directory
Adslot 2022 Annual Report
3
A MESSAGE FROM THE CHAIRMAN.
Dear Shareholder,
Although FY2022 saw a number of good improvements in terms of financial performance, Trading Fee
revenue failed to materialise against expectations. Despite this, the Company made much progress towards
this goal in FY2022 and remains steadfastly committed to the realisation of significant Trading Fees in FY2023.
In terms of financial performance, Trading Technology revenues as a whole were up 13%, driven mostly by
increased Licence Fees from Symphony – which were up 17%. Cost management initiatives also helped drive
significantly improved EBITDA and NPAT performance.
In February this year, the Company announced a strategic review following unsolicited inbound interest from
a potential US acquirer. The focus of the strategic review was to assess and explore opportunities to accelerate
the maximisation of shareholder value.
The board completed its review in March, concluding that the value of the underlying business units may be
worth substantially more than the current listed market value of the Company.
The Company subsequently appointed US advisors in April, and also appointed US-based non-executive
director, Tom Triscari, as Head of Corporate Development and Interim CFO. The Company undertook a $3.8M
capital raising in May, including a $2.0M fully-underwritten entitlement issue, to bolster the balance sheet and
firm up its cash position while entering into discussions.
During this period, the Company identified a number of other parties that could make excellent strategic
partners and investors, who could realise significant value from Adslot. The Company commenced active
outreach to these parties in August. This process is advancing on a steady cadence with various parties.
We look forward to updating shareholders on any material developments.
The Board and Executive Team remain committed and focussed on achieving vastly improved financial
performance and value creation for shareholders in the year ahead.
Yours sincerely,
Andrew Barlow
Executive Chairman
4
Adslot 2022 Annual Report
A MESSAGE FROM THE CHAIRMAN.
Trading Technology
revenues as a whole
were up 13%
Adslot 2022 Annual Report
5
A MESSAGE FROM THE CEO.
The 2022 Financial Year was one of continued progress for the Company. During the year, the Company saw
further validation of its product strategy and significant progress with key commercial opportunities. In addition,
growth in revenue and continued cost management saw improvement in financial performance.
For several years the Company has been focussed on generating trading with large global agency groups with
whom Master Service Agreements (MSAs) have been executed. Over the past year there has been considerable
refinement of that strategy. In particular, this has seen the evolution of white-labelled, partner instances of the
Adslot Media marketplace that enable these large agencies to create their own bespoke trading environments,
populated with their preferred publisher partners and with the flexibility to determine their own commercial
models. The past 12 months have seen significant validation of this strategy which creates exciting
opportunities for Adslot.
During the 2022 Financial Year, the Company launched two of these partner marketplaces; one for GroupM in
the United Kingdom and one for IPG / Kinesso in the United States, focussed on the Health and Wellness sector.
Both marketplaces feature their respective countries leading publishers, both have custom features to meet
the specific requirements of agency, and most importantly, after some delays, trading has commenced on both
marketplaces. Beyond the significant potential of these two partner marketplaces, the Company firmly believes
2023 will see the opportunity to extend this offering to new agencies, new countries and new verticals.
The 2022 Financial Year also saw a pleasing return to growth in license fee revenues which increased by 17% from
the prior year. This was driven by a growth in Symphony license fees which was itself driven by strong growth in
media managed by the platform in previously activated markets. This growth in media managed, speaks to the
strong recovery in media markets following a period of contraction during the COVID-19 pandemic.
The above-mentioned improvements in license fee and trading technology revenue, along with a continued
focus on costs, saw improved financial performance for Financial Year 2022. The Company’s EBITDA loss of
$0.728M was 70% on the prior financial year and NPAT performance also improved by 26%. The Company will
remain focussed on cost management as it looks to further improve financial performance in the year to come
In summary, the Company believes it is well placed for the year ahead. Our products are world leading and have
been tested by the largest players in the media industry. We have identified and validated use cases to drive
strong growth in trading. Industry trends that increasingly prefer direct trading between buyers and sellers are
strongly in our favour. The opportunities for Adslot are significant and real and the Company is determined to
deliver on them in the coming year.
Ben Dixon
CEO and Executive Director.
6
Adslot 2022 Annual Report
A MESSAGE FROM THE CEO.
The company
launched two white-
labelled, custom
marketplaces for IPG
and GroupM
Adslot 2022 Annual Report
7
DIRECTORS’ REPORT.
Director’s
Report
Mr Andrew Barlow
Mr Ben Dixon
Mr Adrian Giles
Chairman
CEO and Executive Director
Non-Executive Director
Andrew Barlow is the Founder and
Ben Dixon has over 26 years’
Adrian Giles is an entrepreneur in the
Non-Executive Chairman of Adslot.
experience in the advertising and
Internet and Information Technology
An experienced technology
ad-tech industries. This includes
industries. In 1997 Mr Giles co-
entrepreneur, Mr Barlow co-founded
both media planning and strategy
founded Sinewave Interactive which
online competitive intelligence
roles at leading agencies groups
pioneered the concept of marketing
company, Hitwise, with Adrian Giles
such as Publicis and Omnicom.
a website using search engines and
in 1997. Hitwise was ranked one of the
During this period, he was involved
was the first company in Australia
Top 10 fastest growing companies by
in the development of digital media
to offer Search Engine Optimisation
Deloitte for five years running, before
strategies for a number of prominent
(SEO) as a service.
being sold to Experian Group (LSX.
technology and telecommunications
Mr Giles co-founded Hitwise which
EXPN) in May 2007.
brands in Australia.
grew over 10 years to become one of
Mr Barlow was also Founder and
Mr Dixon was then a founder of
the most recognised global internet
CEO of Max Super, an online retail
Facilitate Digital where he was
measurement brands in the USA,
superannuation fund sold to Orchard
involved in conceptualizing and
UK, Australia, NZ, Hong Kong, and
Funds Management in 2007.
developing the Symphony Media
Singapore. Whilst positioning the
Mr Barlow also led the seed
workflow platform. During his tenure
company for a NASDAQ listing
investment round in Nitro Software
as Chief Executive Officer at Facilitate
in early 2007 Hitwise was sold to
Limited (ASX: NTO) and served as a
Digital he oversaw the international
Experian (LSX: EXPN) in one of
non-executive director and strategic
expansion of Symphony and its first
Australia’s most successful venture
advisor to Nitro (from January 2007
adoption by global agency groups.
capital backed trade sales.
until August 2020).
Following the acquisition of Facilitate
Mr Giles is also Chairman of Fortress
Mr Barlow is also the Founder of
Digital by Adslot in late 2013 he
Esports - an esports and video game
Venturian, a privately-owned venture
became an Executive Director of
entertainment company.
capital fund with investments in
Adslot Limited and in February 2018
Mr Giles is Chair of the Remuneration
early-stage technology companies
he became CEO.
Committee and a member of the
Audit & Risk Committee.
with unique IP, highly scalable
business models and global
market potential, currently focused
on emerging fintech and crypto
platforms.
Mr Barlow is also a member of the
Remuneration Committee.
8
Adslot 2022 Annual Report
DIRECTORS’ REPORT.
Ms Sarah Morgan
Mr Andrew Dyer
Mr Tom Triscari
Non-Executive Director
Non-Executive Director
Non-Executive Director
Sarah Morgan has extensive
Andrew Dyer is Chair of the Strategic
Tom Triscari is a leading expert in the
experience in the finance industry,
Advisory Committee of the Digital
programmatic AdTech industry. He is
primarily as part of independent
Financial Cooperative Research
the founder and CEO of Lemonade
corporate advisory firm Grant Samuel.
Centre and a member of the Finance
Projects, a programmatic innovation
Ms Morgan has been involved in
Committee of the Council of the
agency based in NYC running
public and private company mergers
Australian National University.
strategic projects and experiments
and acquisitions, as well as equity
Mr Dyer is also a Senior Partner
at the intersection of economics,
and debt capital raisings. She holds a
Emeritus and Senior Advisor of The
game theory, and principles of
degree in Engineering and a Master
Boston Consulting Group (BCG) and
radical transparency. The underlying
of Business Administration from
is a member of BCG’s global Senior
thesis of Tom’s work is based on his
the University of Melbourne and is
Partner Emeritus Council.
methodology paper Programmatic
a Graduate of Australian Institute of
In his 28 years with BCG Mr Dyer
Lemon Market Game published in
Company Directors.
supported senior executives in
May 2020.
Ms Morgan is a Non-Executive
leading companies around the
Mr Triscari's programmatic
Director of Nitro Software Limited
world. He also held local, regional
experience began in 2007 developing
(from November 2019), Future
and global leadership positions,
addressable TV and data product
Generation Global Investment
including leading BCG’s People
requirements as a consultant for
Company Limited (from July 2015)
& Organization and Enablement
Project Canoe in New York, an
and Whispir Limited (from January
Practices and was also a member of
initiative led by Comcast and Time
2019). Ms Morgan was previously a
BCG’s global Executive Committee,
Warner. He managed a multi-market
Non-Executive Director of Hansen
including roles on several BCG Board
team at Yahoo! Europe in Barcelona
Technology Limited (from October
Committees.
with responsibility for Right Media,
2014 to December 2019).
Prior to joining BCG in 1994, Mr Dyer
the first programmatic exchange.
Ms Morgan is Chair of the Audit and
worked for the Commonwealth
At pre-IPO Criteo in London,
Risk Committee.
Bank and the Australian Federal
Mr Triscari built and managed
Government.
supply-side and data science teams.
Mr Dyer is also an advisor to several
Mr Triscari was brought on as CEO
public and private company CEO’s
to reposition Amsterdam-based
and boards.
Yieldr, a DSP platform. In 2015, he
Mr Dyer is a member of the Adslot’s
founded Labmatik, a programmatic
Audit & Risk Committee and
transformation consultancy.
Remuneration Committee.
Your Directors present their report, together with
the financial report of Adslot Ltd ACN 001 287 510
(‘the Company’) and its controlled entities (‘the
Group’) for the financial year ended 30 June 2022
and the auditor’s report thereon.
Adslot 2022 Annual Report
9
PERFORMANCE.
2022
RESULTS
ADSLOT MEDIA.
Total Transaction Value $25.5m
Growing usage - Trading Activity (number of orders) up 21% on
prior year
Validation of partner marketplace strategy, expected to drive
strong growth of TTV into FY23:
GroupM’s Premium Supply marketplace (UK) – successful pilot stage,
contract extension in place including option to extend to EMEA
IPG / Kinesso Health & Wellness marketplace (US) including
traditional Automated Guaranteed trading and trading of
programmatic (Deal ID) inventory
Successful launch of the integrated Symphony and Adslot Media
solution in the Australian market
In addition to the above activities, the Group also remains focused
on a number of key priorities;
Extension of partner marketplaces to additional geographies
and advertiser verticals
Activation of trading from other previously contracted agency groups
Securing additional publisher supply in key markets and verticals
10
Adslot 2022 Annual Report
PERFORMANCE.
SYMPHONY.
Licence Fee Revenue up 19% on prior year
Strong growth in managed spend from currently deployed markets
$7.1 billion total annualised Media Spend managed via Symphony
GROUP.
Trading Technology revenues $7.3m up 13% on prior year
Group Revenue (from continuing operations) up 9% on prior year
Continued focus on cost management
EBITDA Loss $0.7m a 70% improvement on prior year
Adslot 2022 Annual Report
11
Directors’ Report
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.
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
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and project-
based customisation of Trading Technology.
• Licence Fees – generated primarily from Symphony, a market-leading workflow automation tool for
Media Agencies, and also from customised solutions developed for Publishers.
Operating Results
Trading technology revenue
Total revenue and other income
EBITDA (loss)
NPAT (loss)
2022
$
7,281,354
9,461,797
(728,276)
2021
Movement
$
$
6,434,298
847,056
9,622,603
(160,806)
(2,429,954)
1,701,678
(4,647,402)
(6,280,774)
1,633,372
%
13%
(2%)
70%
26%
Group revenues for FY2022 were $9,461,797 a decrease of 2% versus FY2021 ($$9,622,603).
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation in FY2022
was $728,276, a 70% reduction in losses versus FY2021 ($2,429,954).
The Consolidated Group operating loss after tax of $4,647,402 is 26% lower than the loss for the prior year of
$6,280,774.
Review of Operations
The year to 30 June 2022 showed 13% growth in Trading Technology revenue, with total revenue and other
income down 2% on FY2021 primarily due to $1.1 million of pandemic stimulus in FY2021 (FY2022: $0.2
million).
Trading Technology revenue increases resulted from the 19% growth in Symphony licence fees, with a small
reduction in Adslot Media trading fees, down 4% compared to the corresponding period to 30 June 2021.
The Company continued to focus on the following key strategies for the business in FY2022:
1. Adslot Media
• Scale trading on activated Partner Marketplaces in the US and UK markets;
• Further activate and scale trading from contracted agency groups;
• Explore strategic partnerships with industry players to extend Adslot Media product capabilities;
• Deploy the integrated Symphony – Adslot Media solution to additional Symphony markets;
2. Symphony
• Pursue further deployments for Symphony with existing and prospective clients; and
3. Operations
• Maintain focus on the cost base of the business.
Trading Fees
Total Trading Fee revenues across Symphony and Adslot Media were $1.2 million in FY2022, a small decrease
on the prior financial year (FY2021: $1.3 million).
Total Transaction Value (TTV) for the Adslot Media platform for FY2022 was $25.5 million, representing a 10%
decrease on FY2021 ($28.3 million). Adslot Media trading fees for FY2022 were $1.0 million, a 4% decrease
compared to the prior period (FY2021: $1.1 million).
Total Transaction Value & Trading Fees - FY21 vs FY22
Adslot Media
30,000,000
25,000,000
(cid:282)
(cid:286)
(cid:282)
(cid:258)
(cid:396)
(cid:100)
(cid:3)
(cid:936)
(cid:3)
(cid:855)
(cid:258)
(cid:349)
(cid:282)
(cid:286)
(cid:68)
(cid:3)
(cid:410)
(cid:381)
(cid:367)
(cid:400)
(cid:282)
(cid:4)
20,000,000
15,000,000
10,000,000
5,000,000
1,100,000
1,050,000
1,000,000
950,000
900,000
850,000
800,000
750,000
700,000
(cid:400)
(cid:286)
(cid:286)
(cid:38)
(cid:3)
(cid:336)
(cid:374)
(cid:349)
(cid:282)
(cid:258)
(cid:396)
(cid:100)
(cid:3)
(cid:410)
(cid:381)
(cid:367)
(cid:400)
(cid:282)
(cid:4)
FY21
FY22
Adslot Media: $ Traded
Adslot Trading Fees
In particular, during the financial year 2022, the Group noted the following:
• TTV volumes were driven by substantial increases in UK trading. This includes trades following the
successful pilot phase of the partner marketplace activated with GroupM, the world’s largest media
investment company, as a component of GroupM’s Premium Supply initiative. Following the successful
pilot phase, a contract extension and commercial renegotiation were completed in March 2022. These
terms were substantially improved from those of the pilot period and specifically included the option for
GroupM to extend to additional EMEA markets under the same terms.
12
10 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 11
Operating Results
Trading technology revenue
Total revenue and other income
EBITDA (loss)
NPAT (loss)
2022
$
7,281,354
9,461,797
(728,276)
2021
Movement
$
$
6,434,298
847,056
9,622,603
(160,806)
(2,429,954)
1,701,678
(4,647,402)
(6,280,774)
1,633,372
%
13%
(2%)
70%
26%
Group revenues for FY2022 were $9,461,797 a decrease of 2% versus FY2021 ($$9,622,603).
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation in FY2022
was $728,276, a 70% reduction in losses versus FY2021 ($2,429,954).
The Consolidated Group operating loss after tax of $4,647,402 is 26% lower than the loss for the prior year of
$6,280,774.
Review of Operations
million).
The year to 30 June 2022 showed 13% growth in Trading Technology revenue, with total revenue and other
income down 2% on FY2021 primarily due to $1.1 million of pandemic stimulus in FY2021 (FY2022: $0.2
Trading Technology revenue increases resulted from the 19% growth in Symphony licence fees, with a small
reduction in Adslot Media trading fees, down 4% compared to the corresponding period to 30 June 2021.
The Company continued to focus on the following key strategies for the business in FY2022:
1. Adslot Media
2. Symphony
3. Operations
• Scale trading on activated Partner Marketplaces in the US and UK markets;
• Further activate and scale trading from contracted agency groups;
• Explore strategic partnerships with industry players to extend Adslot Media product capabilities;
• Deploy the integrated Symphony – Adslot Media solution to additional Symphony markets;
• Pursue further deployments for Symphony with existing and prospective clients; and
• Maintain focus on the cost base of the business.
Directors’ Report
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.
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
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and project-
based customisation of Trading Technology.
• 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 Trading Fee revenues across Symphony and Adslot Media were $1.2 million in FY2022, a small decrease
on the prior financial year (FY2021: $1.3 million).
Total Transaction Value (TTV) for the Adslot Media platform for FY2022 was $25.5 million, representing a 10%
decrease on FY2021 ($28.3 million). Adslot Media trading fees for FY2022 were $1.0 million, a 4% decrease
compared to the prior period (FY2021: $1.1 million).
Adslot Media
Total Transaction Value & Trading Fees - FY21 vs FY22
30,000,000
25,000,000
20,000,000
1,100,000
1,050,000
1,000,000
950,000
(cid:400)
(cid:286)
(cid:286)
(cid:38)
(cid:3)
(cid:349)
(cid:336)
(cid:374)
(cid:282)
(cid:258)
(cid:396)
(cid:100)
(cid:3)
(cid:410)
(cid:381)
(cid:367)
(cid:400)
(cid:282)
(cid:4)
900,000
850,000
800,000
750,000
700,000
(cid:3)
(cid:282)
(cid:286)
(cid:282)
(cid:258)
(cid:396)
(cid:100)
(cid:936)
(cid:3)
(cid:855)
(cid:258)
(cid:282)
(cid:286)
(cid:68)
(cid:349)
(cid:3)
(cid:410)
(cid:381)
(cid:367)
(cid:400)
(cid:282)
(cid:4)
15,000,000
10,000,000
5,000,000
FY21
FY22
Adslot Media: $ Traded
Adslot Trading Fees
In particular, during the financial year 2022, the Group noted the following:
• TTV volumes were driven by substantial increases in UK trading. This includes trades following the
successful pilot phase of the partner marketplace activated with GroupM, the world’s largest media
investment company, as a component of GroupM’s Premium Supply initiative. Following the successful
pilot phase, a contract extension and commercial renegotiation were completed in March 2022. These
terms were substantially improved from those of the pilot period and specifically included the option for
GroupM to extend to additional EMEA markets under the same terms.
10 Adslot 2022 Annual Report
Adslot 2022 Annual Report 11
Adslot 2022 Annual Report
13
Directors’ Report (Continued)
• Significant progress was made on activation activities related to the Health, Wellness and Lifestyle
marketplace for Kinesso (a subsidiary of IPG) in the US. Trading via the H&W marketplace will encompass
standard Automated Guaranteed (AG) trading directly with Adslot’s partner publishers as well as trading
of programmatic (Deal ID) inventory via recently developed integrations with leading programmatic
vendors. Activation activities included the onboarding and inventory curation of a number of the largest
endemic health publishers in the US including WebMD and Healthline.
• Repeat trading occurred with Orion, the trade-enabled media division of the Interpublic Group of
Companies (IPG) in the US.
• A successful launch of the integrated Symphony and Adslot Media solution to the Australian market
occurred in the June 2022 quarter. Australia becomes the second active market for the integrated solution
following a long-standing deployment in Austria. The integrated solution enables existing Symphony users
to access Adslot Media functionality within the existing Symphony workflow;
• The sales pipeline with strategic buyers in all markets for use of the Adslot Media platform improved
significantly.
During the 2022 financial year, 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 Healthline Media,
Publisher’s Clearing House, Evolve Media, Clutch Points, Arena Group, Recurrent, Urban List and Asian Media
Group. The Group notes it has a strong sales pipeline of large publishers and expects its catalogue of premium
publishers to grow further over the coming year.
Trading Fees – Outlook
The Group has previously announced a number private marketplace agreements with large media buyers,
most notably with IPG / Kinesso in the USA and GroupM in the UK. Activation of these marketplaces during
the 2023 financial year is expected to be the critical driver of growth in TTV, contributing to the growth in trading
fee revenues.
In addition to the above activities, the Group also remains focussed on the activation of trading from previously
contracted agency groups. As previously noted, Adslot has Master Services Agreements (MSAs) in place with
GroupM (WPP), Matterkind (IPG), Havas and Amplifi (Dentsu) and an interim trading arrangement with
Publicis. MSAs are also in place with emerging media groups BrandTech and S4 Capital.
The Australian deployment of the integrated Symphony - Adslot Media solution in FY2022 is expected drive a
substantial contribution to TTV from that marketplace in coming quarters. In addition, the implementation has
seen the initiation of discussions with large publishers in the Australian market for use of the Adslot Media
platform to automate direct trading.
Licence Fees
Total Licence Fee revenues across Symphony and Adslot Media were $6.0 million in FY2022, representing a
17% growth on the prior financial year (FY2021: $5.2 million).
Total Licence Fees
FY19 - FY22
(cid:3)(cid:1012)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1011)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1010)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1009)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1008)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1007)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1006)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1005)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:882)
(cid:38)(cid:122)(cid:1005)(cid:1013)
(cid:38)(cid:122)(cid:1006)(cid:1004)
(cid:38)(cid:122)(cid:1006)(cid:1005)
(cid:38)(cid:122)(cid:1006)(cid:1006)
Significant events for the past year for Symphony include:
•
In August 2021, the Group announced the renewal of the multi-market Symphony agreement with GroupM
with an effective extension of the term, first signed in August 2016, to at least July 2024. The amended
agreement sees the extension of trading terms for the Adslot Media marketplace to all markets where
Symphony is deployed. These terms will enable GroupM markets using Symphony to access the
integrated Symphony – Adslot Media solution without the need for commercial agreements at a local level.
• Australia becomes the second active market for the integrated solution following a long-standing
deployment in Austria, enabling existing Symphony users to access Adslot Media functionality within the
existing Symphony workflow.
Licence Fees - Outlook
The Group expects stronger Symphony licence fees in the 2023 financial year resulting from the growth of
media managed on the Symphony platform in existing markets. Additional market deployments are expected
in 2023 with existing partners.
The Group continues to progress discussions with a number agency holding companies regarding potential
multi-market deployments of Symphony. The Group anticipates further positive developments in these
negotiations, providing growth in licence fees in 2023.
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.
Webfirm revenue for FY2022 was $1.4 million, a $0.1 million reduction year-on-year (FY2021: $1.5 million).
Services revenue, including Webfirm and custom development work for Symphony and Adslot Media
customers, for FY2022 was $1.7 million, a $0.1 million decrease year-on-year (FY2021: $1.8 million).
14
12 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 13
marketplace for Kinesso (a subsidiary of IPG) in the US. Trading via the H&W marketplace will encompass
standard Automated Guaranteed (AG) trading directly with Adslot’s partner publishers as well as trading
of programmatic (Deal ID) inventory via recently developed integrations with leading programmatic
vendors. Activation activities included the onboarding and inventory curation of a number of the largest
endemic health publishers in the US including WebMD and Healthline.
• Repeat trading occurred with Orion, the trade-enabled media division of the Interpublic Group of
Companies (IPG) in the US.
• A successful launch of the integrated Symphony and Adslot Media solution to the Australian market
occurred in the June 2022 quarter. Australia becomes the second active market for the integrated solution
following a long-standing deployment in Austria. The integrated solution enables existing Symphony users
to access Adslot Media functionality within the existing Symphony workflow;
• The sales pipeline with strategic buyers in all markets for use of the Adslot Media platform improved
significantly.
During the 2022 financial year, 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 Healthline Media,
Publisher’s Clearing House, Evolve Media, Clutch Points, Arena Group, Recurrent, Urban List and Asian Media
Group. The Group notes it has a strong sales pipeline of large publishers and expects its catalogue of premium
publishers to grow further over the coming year.
Trading Fees – Outlook
fee revenues.
The Group has previously announced a number private marketplace agreements with large media buyers,
most notably with IPG / Kinesso in the USA and GroupM in the UK. Activation of these marketplaces during
the 2023 financial year is expected to be the critical driver of growth in TTV, contributing to the growth in trading
In addition to the above activities, the Group also remains focussed on the activation of trading from previously
contracted agency groups. As previously noted, Adslot has Master Services Agreements (MSAs) in place with
GroupM (WPP), Matterkind (IPG), Havas and Amplifi (Dentsu) and an interim trading arrangement with
Publicis. MSAs are also in place with emerging media groups BrandTech and S4 Capital.
The Australian deployment of the integrated Symphony - Adslot Media solution in FY2022 is expected drive a
substantial contribution to TTV from that marketplace in coming quarters. In addition, the implementation has
seen the initiation of discussions with large publishers in the Australian market for use of the Adslot Media
platform to automate direct trading.
Directors’ Report (Continued)
• Significant progress was made on activation activities related to the Health, Wellness and Lifestyle
Licence Fees
Total Licence Fee revenues across Symphony and Adslot Media were $6.0 million in FY2022, representing a
17% growth on the prior financial year (FY2021: $5.2 million).
Total Licence Fees
FY19 - FY22
(cid:3)(cid:1012)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1011)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1010)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1009)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1008)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1007)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1006)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:1005)(cid:853)(cid:1004)(cid:1004)(cid:1004)(cid:853)(cid:1004)(cid:1004)(cid:1004)
(cid:3)(cid:882)
(cid:38)(cid:122)(cid:1005)(cid:1013)
(cid:38)(cid:122)(cid:1006)(cid:1004)
(cid:38)(cid:122)(cid:1006)(cid:1005)
(cid:38)(cid:122)(cid:1006)(cid:1006)
Significant events for the past year for Symphony include:
•
In August 2021, the Group announced the renewal of the multi-market Symphony agreement with GroupM
with an effective extension of the term, first signed in August 2016, to at least July 2024. The amended
agreement sees the extension of trading terms for the Adslot Media marketplace to all markets where
Symphony is deployed. These terms will enable GroupM markets using Symphony to access the
integrated Symphony – Adslot Media solution without the need for commercial agreements at a local level.
• Australia becomes the second active market for the integrated solution following a long-standing
deployment in Austria, enabling existing Symphony users to access Adslot Media functionality within the
existing Symphony workflow.
Licence Fees - Outlook
The Group expects stronger Symphony licence fees in the 2023 financial year resulting from the growth of
media managed on the Symphony platform in existing markets. Additional market deployments are expected
in 2023 with existing partners.
The Group continues to progress discussions with a number agency holding companies regarding potential
multi-market deployments of Symphony. The Group anticipates further positive developments in these
negotiations, providing growth in licence fees in 2023.
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.
Webfirm revenue for FY2022 was $1.4 million, a $0.1 million reduction year-on-year (FY2021: $1.5 million).
Services revenue, including Webfirm and custom development work for Symphony and Adslot Media
customers, for FY2022 was $1.7 million, a $0.1 million decrease year-on-year (FY2021: $1.8 million).
12 Adslot 2022 Annual Report
Adslot 2022 Annual Report 13
Adslot 2022 Annual Report
15
Directors’ Report (Continued)
Government Stimulus
The Group’s US subsidiary Adslot Inc, applied for and received two tranches of Paycheck Protection Program
loan, receiving full forgiveness on the second tranche $0.2 million loan in the 2022 financial year, compared
to $0.1 million for the first tranche of the loan in FY2021.
In August 2021, Mr Tom Triscari was appointed as a non-executive director of the Company. Based in the
United States, Mr Triscari brings to the board extensive digital media domain experience and is one of the
digital advertising industry’s most highly regarded thought-leaders in programmatic advertising.
No other government pandemic stimulus was received in FY2022, compared to $1.0 million received in
FY2021 across JobKeeper, Victorian government business support grant and the short time work allowance
(Germany).
In April 2022, Mr Triscari moved to an executive role as Head of Corporate Development and Interim CFO.
Also in April 2022, Ms Felicity Conlan stepped down from her role as Chief Financial Officer and Company
People
Mr Mark Licciardo was appointed Company Secretary in April 2022.
Changes in the way we work resulting from the impacts of COVID-19 continued in FY2022. Flexibility and
working from home are now ingrained in the way employees work.
While Adslot offices remained open throughout FY2022, the Group adopted all government and public health
authority guidelines in each of our markets. Measures to support the health and wellbeing of all our employees
continues, including an Employee Assistance Program offering counselling advice to employees and their
families and a People & Culture team focused on employee engagement.
Cost Management
Total operating costs of $11.7 million for FY2022 represents a $0.4 million (3%) decrease in costs (FY2021:
$12.0 million) with savings across premises and legal costs.
During FY2022, the Group made pre-emptive steps to reduce cash outflows and extend its cash operating
runway via a series of targeted cost reductions across the business. Cost reductions included discretionary
spending and professional services costs. Headcount savings were made in FY2022 through natural attrition
and changing of workflows
Cost reductions were targeted to ensure continued investment in strategic and revenue-generating product
development, and no disruption to existing client relationships.
In August 2022, further headcount reductions were made with annualised employee cost savings of $1.0
million with close cost management continuing into FY2023.
EBITDA
The EBITDA loss for FY2022 was $0.7 million, a $1.7 million reduction on the prior year (FY2021: $2.4 million).
FY2022 includes a reversal of the one-off provision of $1.5 million for the FY2016 R&D claim that was refunded
in FY2022 following successful resolution at the Administrative Appeals Tribunal (AAT). Excluding the R&D
reversal, the adjusted EBITDA loss for FY2022 was $2.2 million, a $0.2 million reduction on the prior year
(FY2021: $2.4 million).
Cash Management
In FY2022 the Group concluded a successful $3.8 million capital raise through a Share Placement of $1.8
million and a fully underwritten Entitlement Offer of $2.0 million ($3.6 million after transaction costs).
The April 2022 Share Placement was supported by two of Adslot’s largest shareholders. The May 2022
Entitlement Offer was underwritten by a related entity of Andrew Barlow, Chairman, and sub-underwritten by
directors (Giles, Dixon, Dyer and Morgan), other related parties and existing shareholders.
During the March quarter the Company received the FY2021 R&D claim of $1.1 million and the FY2016 R&D
claim of $1.5 million (full and final settlement following the resolution of the appeal to the Administrative Appeals
Tribunal). The $2.6 million in R&D receipts are recorded across operating activities ($0.7 million) and investing
activities ($1.9 million).
Net cash outflows from operating activities for FY2022 were $2.3 million, representing a $2.0 million increase
(FY2021: $0.3 million). Receipts from R&D incentives and other Grants at $0.9 million were a $0.8 million
reduction on the prior period (FY2021: $1.7 million) primarily due to pandemic stimulus received in the prior
year.
Cash as at 30 June 2022 was $6.0 million (FY2021: $6.8 million).
Governance
Secretary.
Strategic Review
Following receipt of unsolicited interest, in February 2022 the Group commenced a strategic review process
with the objective of maximising shareholder value. In April 2022 the Group appointed East Wind Advisors to
review the recent inbound interest and assist with those discussions as well as an assessment of potential
strategic options in the US, including strategic partnerships, business acquisitions, divestments of part or all of
the business; and strategic funding and capital structuring alternatives.
The Group confirmed the following key insights derived from the Strategic Review as being:
• The board continues to believe that the Group’s current market capitalisation does not reflect the intrinsic
value of the Group, either as a whole or as a sum of its parts;
• The Group’s core assets of Symphony and Adslot Media are both well positioned occupying positions of
strategic value as the advertising industry undergoes significant change; and,
• Multiple opportunities may exist to unlock greater shareholder value via a strategic investment, sale of
certain assets or a potential sale or merger of the Company as a whole.
Business growth strategy
The Group’s growth strategy is focussed on:
• activation of Partner Marketplaces and contracted agency groups on the Adslot Media platform to drive
trading fee revenue;
• expanding the Adslot Media client base and developing new partnerships to drive additional revenue;
further Symphony deployments with existing and prospective clients to drive licence fee revenue; and
focus on the cost base of the business.
Material business risks
not limited to:
The Group is subject to risks of both a general nature and those specific to its business activities including, but
retaining existing customers and keeping them engaged in the product;
• attracting new customers and achieving revenue growth;
cyber security incidents involving unauthorised access to data and assets, causing disruption to services;
retaining key personnel and attracting new personnel; and
• ongoing access to funds in capital markets.
•
•
•
•
•
Matters Subsequent to the End of the Financial Year
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.
16
14 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 15
Directors’ Report (Continued)
Government Stimulus
Governance
The Group’s US subsidiary Adslot Inc, applied for and received two tranches of Paycheck Protection Program
loan, receiving full forgiveness on the second tranche $0.2 million loan in the 2022 financial year, compared
to $0.1 million for the first tranche of the loan in FY2021.
In August 2021, Mr Tom Triscari was appointed as a non-executive director of the Company. Based in the
United States, Mr Triscari brings to the board extensive digital media domain experience and is one of the
digital advertising industry’s most highly regarded thought-leaders in programmatic advertising.
In April 2022, Mr Triscari moved to an executive role as Head of Corporate Development and Interim CFO.
Also in April 2022, Ms Felicity Conlan stepped down from her role as Chief Financial Officer and Company
Secretary.
Mr Mark Licciardo was appointed Company Secretary in April 2022.
Changes in the way we work resulting from the impacts of COVID-19 continued in FY2022. Flexibility and
working from home are now ingrained in the way employees work.
Strategic Review
Following receipt of unsolicited interest, in February 2022 the Group commenced a strategic review process
with the objective of maximising shareholder value. In April 2022 the Group appointed East Wind Advisors to
review the recent inbound interest and assist with those discussions as well as an assessment of potential
strategic options in the US, including strategic partnerships, business acquisitions, divestments of part or all of
the business; and strategic funding and capital structuring alternatives.
The Group confirmed the following key insights derived from the Strategic Review as being:
Total operating costs of $11.7 million for FY2022 represents a $0.4 million (3%) decrease in costs (FY2021:
• The board continues to believe that the Group’s current market capitalisation does not reflect the intrinsic
value of the Group, either as a whole or as a sum of its parts;
• The Group’s core assets of Symphony and Adslot Media are both well positioned occupying positions of
strategic value as the advertising industry undergoes significant change; and,
• Multiple opportunities may exist to unlock greater shareholder value via a strategic investment, sale of
certain assets or a potential sale or merger of the Company as a whole.
Business growth strategy
The Group’s growth strategy is focussed on:
• activation of Partner Marketplaces and contracted agency groups on the Adslot Media platform to drive
trading fee revenue;
• expanding the Adslot Media client base and developing new partnerships to drive additional revenue;
•
further Symphony deployments with existing and prospective clients to drive licence fee revenue; and
•
focus on the cost base of the business.
Material business risks
The Group is subject to risks of both a general nature and those specific to its business activities including, but
not limited to:
No other government pandemic stimulus was received in FY2022, compared to $1.0 million received in
FY2021 across JobKeeper, Victorian government business support grant and the short time work allowance
(Germany).
People
Cost Management
While Adslot offices remained open throughout FY2022, the Group adopted all government and public health
authority guidelines in each of our markets. Measures to support the health and wellbeing of all our employees
continues, including an Employee Assistance Program offering counselling advice to employees and their
families and a People & Culture team focused on employee engagement.
$12.0 million) with savings across premises and legal costs.
During FY2022, the Group made pre-emptive steps to reduce cash outflows and extend its cash operating
runway via a series of targeted cost reductions across the business. Cost reductions included discretionary
spending and professional services costs. Headcount savings were made in FY2022 through natural attrition
and changing of workflows
Cost reductions were targeted to ensure continued investment in strategic and revenue-generating product
development, and no disruption to existing client relationships.
In August 2022, further headcount reductions were made with annualised employee cost savings of $1.0
million with close cost management continuing into FY2023.
The EBITDA loss for FY2022 was $0.7 million, a $1.7 million reduction on the prior year (FY2021: $2.4 million).
FY2022 includes a reversal of the one-off provision of $1.5 million for the FY2016 R&D claim that was refunded
in FY2022 following successful resolution at the Administrative Appeals Tribunal (AAT). Excluding the R&D
reversal, the adjusted EBITDA loss for FY2022 was $2.2 million, a $0.2 million reduction on the prior year
EBITDA
(FY2021: $2.4 million).
Cash Management
In FY2022 the Group concluded a successful $3.8 million capital raise through a Share Placement of $1.8
million and a fully underwritten Entitlement Offer of $2.0 million ($3.6 million after transaction costs).
The April 2022 Share Placement was supported by two of Adslot’s largest shareholders. The May 2022
Entitlement Offer was underwritten by a related entity of Andrew Barlow, Chairman, and sub-underwritten by
directors (Giles, Dixon, Dyer and Morgan), other related parties and existing shareholders.
During the March quarter the Company received the FY2021 R&D claim of $1.1 million and the FY2016 R&D
claim of $1.5 million (full and final settlement following the resolution of the appeal to the Administrative Appeals
Tribunal). The $2.6 million in R&D receipts are recorded across operating activities ($0.7 million) and investing
activities ($1.9 million).
Net cash outflows from operating activities for FY2022 were $2.3 million, representing a $2.0 million increase
(FY2021: $0.3 million). Receipts from R&D incentives and other Grants at $0.9 million were a $0.8 million
reduction on the prior period (FY2021: $1.7 million) primarily due to pandemic stimulus received in the prior
year.
Cash as at 30 June 2022 was $6.0 million (FY2021: $6.8 million).
Matters Subsequent to the End of the Financial Year
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.
14 Adslot 2022 Annual Report
Adslot 2022 Annual Report 15
Adslot 2022 Annual Report
17
•
• attracting new customers and achieving revenue growth;
•
•
• ongoing access to funds in capital markets.
cyber security incidents involving unauthorised access to data and assets, causing disruption to services;
retaining key personnel and attracting new personnel; and
retaining existing customers and keeping them engaged in the product;
Directors’ Report (Continued)
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.
Shares under option
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.
Details of unissued shares or interests under option as at 30 June 2022 are:
Proceedings on behalf of the Group
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
the year
(Number)
Lapsed/
Forfeited
during the year
(Number)
Exercised
during
the year
(Number)
Balance at
end of the
year
(Number)
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 2022 has been received and can be found
on page 28 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.
(3,000,000)
(5,600,000)
(23,500,000)
(11,400,000)
(4,000,000)
-
(2,050,000)
(4,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,050,000
9,100,000
-
8,000,000
8,000,000
(4,375,000)
-
19,000,000
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
11,150,000
Ordinary options
12/12/2023
Ordinary options
15/12/2022
Ordinary options
29/01/2024
0.045
0.044
0.032
4,000,000
8,000,000
8,000,000
Ordinary options
12/07/2024
0.028
23,375,000
Ordinary options
06/08/2024
0.034
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Ordinary options
29/07/2025
Ordinary options
29/07/2025
Ordinary options
08/08/2025
Ordinary options
11/10/2025
Ordinary options
15/06/2026
0.041
0.041
0.028
0.040
0.018
-
-
-
-
9,500,000
6,250,000
6,000,000
2,500,000
-
38,800,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,000,000
2,500,000
9,500,000
6,250,000
6,000,000
2,500,000
38,800,000
132,700,000
127,575,000
63,050,000
(57,925,000)
18
16 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 17
Details of unissued shares or interests under option as at 30 June 2022 are:
Proceedings on behalf of the Group
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.
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 2022 has been received and can be found
on page 28 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.
Directors’ Report (Continued)
Environmental regulations
Dividends
the year.
Shares under option
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.
The Directors do not recommend the declaration of a dividend. No dividend has been declared or paid during
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
Lapsed/
Forfeited
the year
during the year
(Number)
(Number)
Exercised
during
the year
(Number)
Balance at
end of 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
11,150,000
Ordinary options
12/12/2023
Ordinary options
15/12/2022
Ordinary options
29/01/2024
0.045
0.044
0.032
4,000,000
8,000,000
8,000,000
(3,000,000)
(5,600,000)
(23,500,000)
(11,400,000)
(4,000,000)
(2,050,000)
(4,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,050,000
9,100,000
8,000,000
8,000,000
18,000,000
2,500,000
9,500,000
6,250,000
6,000,000
2,500,000
38,800,000
132,700,000
Ordinary options
12/07/2024
0.028
23,375,000
(4,375,000)
-
19,000,000
Ordinary options
06/08/2024
0.034
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
Ordinary options
29/07/2025
Ordinary options
29/07/2025
Ordinary options
08/08/2025
Ordinary options
11/10/2025
0.041
0.041
0.028
0.040
0.018
-
-
-
-
9,500,000
6,250,000
6,000,000
2,500,000
Ordinary options
15/06/2026
-
38,800,000
127,575,000
63,050,000
(57,925,000)
16 Adslot 2022 Annual Report
Adslot 2022 Annual Report 17
Adslot 2022 Annual Report
19
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 $600,000 per annum agreed to by
shareholders at the Annual General Meeting held on 23 November 2021. To preserve the independence and
integrity of their position, non-executive directors do not receive performance-based bonuses.
For the 2022 financial year, the Chairman’s fees were $100,000 per annum. For the 2022 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 2022 financial 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.
Mr Tom Triscari was appointed as non-executive director on 9 August 2021. In conjunction with his
appointment, Mr Triscari was granted six million unlisted options to acquire fully paid ordinary shares in the
Company. Mr Triscari was also engaged via his consulting company, Lemonade Projects, to provide further
advisory services (US$50,000 per annum). These have been included in key management personnel
remuneration.
On 6 April 2022, Mr Triscari took on an executive role as Head of Corporate Development and Interim CFO,
becoming an executive director.
Section 2: Executive remuneration
The Board of Directors are responsible for determining and reviewing compensation arrangements for key
management personnel and the executive team. The Remuneration Committee makes recommendations on
remuneration of key management personnel to the Board.
The Board assesses the appropriateness of the nature and amount of emoluments of these employees on a
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit by:
a) Attracting the highest quality employees;
b) Retaining the best performing employees;
c) Aligning the employees with shareholder outcomes;
d) Aligning employee motivation to a cascading set of key performance indicators that drive the most
optimal strategic outcomes for the business; and
e) Ensuring it aligns with the latest industry best practice.
Executives’ remuneration consists of a fixed cash component, short-term incentives in the form of cash
bonuses, and long-term incentives in the form of equity-based compensation linked to the long-term prospects
and future performance of the Group. The inclusion of equity-based compensation in executives’ remuneration
provides a direct link between their remuneration and shareholder wealth, otherwise there are no direct
relationships.
The Board has regard to the following variables to assess the Group’s performance and benefits for
shareholder wealth:
Item
EPS (cents)
Net loss ($)
2022
(0.23)
2021
(0.33)
2020
(0.96)
2019
(0.49)
2018
(0.91)
(4,647,402)
6,280,774
16,617,725
7,042,755
11,653,319
Share price at 30 June ($)
0.012
0.028
0.018
0.028
0.026
Section 3: Details of remuneration
are set out in the following tables.
executive officers:
Details of the remuneration of the directors and the key management of the Group and its controlled entities
The key management personnel of Adslot Ltd and its controlled entities include the following directors and
Directors
Position
Date appointed/resigned as Director
Mr Andrew Barlow
Non-Executive Chairman
Appointed 15 February 2010
Mr Ben Dixon
Chief Executive Officer
Appointed 1 February 2018
Executive Director
Appointed 23 December 2013
Mr Andrew Dyer
Non-Executive Director
Appointed 28 May 2018
Mr Adrian Giles
Non-Executive Director
Appointed 26 November 2013
Ms Sarah Morgan
Non-Executive Director
Appointed 27 January 2015
Mr Tom Triscari
Non-Executive Director
Appointed 9 August 2021
Executive Director, Head of Corporate
Appointed 6 April 2022
Development and Interim Chief Financial
Officer
Executive Officers
Position
Date appointed/resigned as Executive
Ms Felicity Conlan
Company Secretary
Chief Financial Officer
Appointed 30 August 2017
Appointed 9 October 2017
Resigned 20 April 2022
Resigned 06 April 2022
Mr Tom Peacock
Chief Commercial Officer
Appointed 23 December 2013
20
18 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 19
The Board has regard to the following variables to assess the Group’s performance and benefits for
shareholder wealth:
Item
EPS (cents)
Net loss ($)
2022
(0.23)
2021
(0.33)
2020
(0.96)
2019
(0.49)
2018
(0.91)
(4,647,402)
6,280,774
16,617,725
7,042,755
11,653,319
Share price at 30 June ($)
0.012
0.028
0.018
0.028
0.026
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 15 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
On 6 April 2022, Mr Triscari took on an executive role as Head of Corporate Development and Interim CFO,
Mr Tom Triscari
Non-Executive Director
Appointed 9 August 2021
Executive Director, Head of Corporate
Development and Interim Chief Financial
Officer
Appointed 6 April 2022
Executive Officers
Position
Date appointed/resigned as Executive
Ms Felicity Conlan
Company Secretary
Appointed 9 October 2017
Resigned 20 April 2022
Chief Financial Officer
Appointed 30 August 2017
Resigned 06 April 2022
Mr Tom Peacock
Chief Commercial Officer
Appointed 23 December 2013
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 $600,000 per annum agreed to by
shareholders at the Annual General Meeting held on 23 November 2021. To preserve the independence and
integrity of their position, non-executive directors do not receive performance-based bonuses.
For the 2022 financial year, the Chairman’s fees were $100,000 per annum. For the 2022 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 2022 financial 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
Mr Tom Triscari was appointed as non-executive director on 9 August 2021. In conjunction with his
appointment, Mr Triscari was granted six million unlisted options to acquire fully paid ordinary shares in the
Company. Mr Triscari was also engaged via his consulting company, Lemonade Projects, to provide further
advisory services (US$50,000 per annum). These have been included in key management personnel
positions.
remuneration.
becoming an executive director.
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
relationships.
18 Adslot 2022 Annual Report
Adslot 2022 Annual Report 19
Adslot 2022 Annual Report
21
-
3,172
-
35,161
Share-based payment
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Post-
employment
benefits
-
-
5,978
23,568
-
9,091
6,818
6,818
Mr T Peacock
244,000
5,000
33,031
56,496
-
-
-
Super-
annuation
$
Share
Options
Expensed
$
1,727
10,651
23,568
23,568
14,560
15,213
Totals
1,173,432
5,000 3,172
18,356
93,431
154,461
Remuneration Report (Continued)
Group
2022
Name
Short-term benefits
Salary
& fees
$
Short
Term
Incentive
$
Other
$
Long
Term
Benefits
Long
Service
Leave
$
Executive directors
Mr B Dixon
Mr T Triscari (i)
300,000
124,659
Non-executive directors
Mr A Barlow
Mr A Giles
Ms S Morgan
Mr A Dyer
90,909
68,182
68,182
-
Other key management personnel
Ms F Conlan (ii)
277,500
Total
Performance
Rights
$
$
-
-
-
-
-
-
-
-
-
362,577
184,327
100,000
75,000
75,000
35,161
317,355
298,432
1,447,852
(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.
(b)
The Company may in its absolute discretion pay a performance bonus of up to USD$100,000, based on
achieving key performance criteria in the realization of shareholder value, with such performance criteria to be
agreed between the Company and the Employee.
Other than the amounts disclosed for Mr Peacock above, no other STIs were paid to key management
personnel in relation to the 2022 financial year.
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
276,757
-
592,644
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
14,248
21,237
14,248
-
-
-
-
-
-
75,000
56,250
56,250
46,505
302,020
271,366
11,183
80,892
351,758
- 1,400,035
(i)
Mr Barlow moved from an Executive Chairman role to a non-executive role in July 2020.
With the impact of the COVID-19 pandemic the non-executive directors waived fees and other executive key
management personnel agreed to a 15% salary reduction for the quarter to September 2020.
An adjustment of $37,228 was made to the FY2021 comparative to increase Share-based payments. The
amount previously reported for Share-based payments in FY2021 was $314,530. This adjustment corrects an
error in the expense allocation method.
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
Opportunity
STI
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) Group revenue achievement and individual KPIs
100,000 (a) Group revenue achievement and individual KPIs
(a)
A new STI plan was introduced in 2020 with a $100,000 STI opportunity. A third assessed on revenue targets
at the half year and the balance assessed on revenue targets and personal KPIs at the full year.
No STIs were paid to key management personnel in relation to the 2021 financial year.
(i)
(ii)
Mr Triscari was appointed as a Non-Executive Director on 9 August 2021 and took over executive positions
of Head of Corporate Development and Interim Chief Financial Officer on 6 April 2022.
Ms Conlan resigned as the Chief Financial officer on 6 April and as the Company Secretary on 20 April
2022. She remained with the company through the end of the financial year and was considered as an
KMP till 30 June 2022.
During the 2022 financial year the Options outlined below expired without being exercised. These expiring options are
excluded from the above Share-based remuneration figures. These amounts were previously included as share-based
remuneration when they were expensed in the financial statements. On the date of expiry, the total amounts that were
already expensed were moved from share-based payments reserve to retained earnings in the financial statements. There
were no such expiring options in 2021 financial year.
Name
Mr B Dixon
Mr A Dyer
Ms F Conlan
Mr T Peacock
Options Expired
(Number)
1,000,000
4,000,000
7,500,000
7,500,000
Value
($)
19,600
55,202
84,722
84,722
20,000,000
244,246
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2021 and 2022 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2021
STI
Opportunity
Amount
Paid
Total 2022
STI
Opportunity
Assessment Criteria
Mr B Dixon
Ms F Conlan
Mr T Peacock
Mr T Triscari
$
-
-
-
-
$
100,000
100,000 (a)
$
-
-
$
100,000
Group performance to budget and executive
management to achieve KPIs
100,000 (a) Group revenue achievement and individual KPIs
100,000 (a)
5,000
100,000 (a) Group revenue achievement and individual KPIs
-
- USD 100,000 (b)
Achieving key performance criteria in the
realization of shareholder value
22
20 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 21
Executive directors
Mr B Dixon
Mr T Triscari (i)
300,000
124,659
Non-executive directors
Mr A Barlow
Mr A Giles
Ms S Morgan
Mr A Dyer
90,909
68,182
68,182
-
Remuneration Report (Continued)
Short-term benefits
employment
Share-based payment
Group
2022
Name
Salary
& fees
$
Short
Term
Incentive
Other
$
$
Post-
Benefits
benefits
Long
Term
Long
Service
Leave
$
Super-
annuation
Performance
Rights
-
-
5,978
23,568
-
3,172
Share
Options
Expensed
$
33,031
56,496
$
-
9,091
6,818
6,818
-
-
-
-
35,161
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
$
$
-
-
-
-
-
-
-
-
-
362,577
184,327
100,000
75,000
75,000
35,161
317,355
298,432
1,447,852
Other key management personnel
Ms F Conlan (ii)
277,500
Mr T Peacock
244,000
5,000
1,727
10,651
23,568
23,568
14,560
15,213
Totals
1,173,432
5,000 3,172
18,356
93,431
154,461
(i)
(ii)
Mr Triscari was appointed as a Non-Executive Director on 9 August 2021 and took over executive positions
of Head of Corporate Development and Interim Chief Financial Officer on 6 April 2022.
Ms Conlan resigned as the Chief Financial officer on 6 April and as the Company Secretary on 20 April
2022. She remained with the company through the end of the financial year and was considered as an
KMP till 30 June 2022.
During the 2022 financial year the Options outlined below expired without being exercised. These expiring options are
excluded from the above Share-based remuneration figures. These amounts were previously included as share-based
remuneration when they were expensed in the financial statements. On the date of expiry, the total amounts that were
already expensed were moved from share-based payments reserve to retained earnings in the financial statements. There
were no such expiring options in 2021 financial year.
Name
Mr B Dixon
Mr A Dyer
Ms F Conlan
Mr T Peacock
Options Expired
(Number)
1,000,000
4,000,000
7,500,000
7,500,000
Value
($)
19,600
55,202
84,722
84,722
20,000,000
244,246
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to the
2021 and 2022 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2021
STI
Opportunity
Amount
Paid
Total 2022
Opportunity
STI
Assessment Criteria
$
-
-
-
-
$
100,000
$
100,000
$
-
-
Group performance to budget and executive
management to achieve KPIs
100,000 (a)
100,000 (a) Group revenue achievement and individual KPIs
100,000 (a)
5,000
100,000 (a) Group revenue achievement and individual KPIs
-
- USD 100,000 (b)
Achieving key performance criteria in the
realization of shareholder value
Mr B Dixon
Ms F Conlan
Mr T Peacock
Mr T Triscari
20 Adslot 2022 Annual Report
(a)
(b)
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.
The Company may in its absolute discretion pay a performance bonus of up to USD$100,000, based on
achieving key performance criteria in the realization of shareholder value, with such performance criteria to be
agreed between the Company and the Employee.
Other than the amounts disclosed for Mr Peacock above, no other STIs were paid to key management
personnel in relation to the 2022 financial year.
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
276,757
-
592,644
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
14,248
21,237
14,248
-
-
-
-
-
-
75,000
56,250
56,250
46,505
302,020
271,366
11,183
80,892
351,758
- 1,400,035
(i)
Mr Barlow moved from an Executive Chairman role to a non-executive role in July 2020.
With the impact of the COVID-19 pandemic the non-executive directors waived fees and other executive key
management personnel agreed to a 15% salary reduction for the quarter to September 2020.
An adjustment of $37,228 was made to the FY2021 comparative to increase Share-based payments. The
amount previously reported for Share-based payments in FY2021 was $314,530. This adjustment corrects an
error in the expense allocation method.
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) Group revenue achievement and individual KPIs
100,000 (a) Group revenue achievement and individual 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.
Adslot 2022 Annual Report 21
Adslot 2022 Annual Report
23
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:
2022
Name
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Balance at
beginning of
the year
(Number)
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
1,000,000
1,000,000
1,250,000
1,250,000
Series
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
Ben Dixon
OP # 21-2
18,000,000
Andrew Dyer
DOP # 21-1
2,500,000
Felicity Conlan
Tom Peacock
OP # 22-1
OP # 22-1
Tom Triscari (i)
DOP # 22-1
Andrew Dyer (ii)
DOP # 22-2
Felicity Conlan
Tom Peacock
OP # 22-2
OP # 22-2
-
-
-
-
-
-
1,000,000
1,000,000
6,000,000
2,500,000
2,000,000
6,000,000
-
-
-
-
-
-
-
-
-
-
Granted
during the
Lapsed/
Forfeited
Exercised
Balance at the
Vested and
during the
end of the
exercisable at the
year
during the year
year
year
end of the year
(Number)
(Number)
(Number)
(Number)
(Number)
-
(1,000,000)
-
(1,000,000)
(1,000,000)
(6,500,000)
(6,500,000)
-
(4,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,250,000
1,250,000
666,667
666,667
416,667
416,667
- 18,000,000
14,000,000
-
2,500,000
2,500,000
-
1,000,000
-
1,000,000
-
6,000,000
-
-
2,000,000
6,000,000
-
2,500,000
1,250,000
-
-
-
-
-
-
-
-
-
-
-
45,000,000
18,500,000
(20,000,000)
-
43,500,000
19,916,668
(i)
In conjunction with his appointment as a Non-Executive Director, Mr Triscari was granted 6 million unlisted options to
acquire fully paid ordinary shares.
(ii) 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 23 November 2021.
In addition to above, on 16 June 2022 Mr Dyer was granted 3,200,000 new Options to acquire fully paid ordinary shares
in the Company, to be issued subject to shareholder approval at the Company’s 2022 Annual General Meeting.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2022 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 22-1
DOP # 22-1
DOP # 22-2
OP # 22-2
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
09/08/21
08/08/25
0.028
0.028
73.27%
0.02%
12/10/21
11/10/25
0.040
0.028
65.07%
0.69%
16/06/22
15/06/25
0.018
0.012
80.73%
2.71%
24
22 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 23
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
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
field.
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:
2022
Name
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Balance at
beginning of
the year
(Number)
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
1,000,000
1,000,000
1,250,000
1,250,000
Series
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
Ben Dixon
OP # 21-2
18,000,000
Andrew Dyer
DOP # 21-1
2,500,000
Felicity Conlan
Tom Peacock
OP # 22-1
OP # 22-1
Tom Triscari (i)
DOP # 22-1
Andrew Dyer (ii)
DOP # 22-2
Felicity Conlan
Tom Peacock
OP # 22-2
OP # 22-2
-
-
-
-
-
-
1,000,000
1,000,000
6,000,000
2,500,000
2,000,000
6,000,000
Granted
during the
year
(Number)
Lapsed/
Forfeited
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)
-
(1,000,000)
-
-
-
-
-
(1,000,000)
(1,000,000)
(6,500,000)
(6,500,000)
-
-
-
-
-
(4,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,250,000
1,250,000
666,667
666,667
416,667
416,667
- 18,000,000
14,000,000
-
2,500,000
2,500,000
-
1,000,000
-
1,000,000
-
6,000,000
-
-
-
-
2,500,000
1,250,000
-
-
2,000,000
6,000,000
-
-
45,000,000
18,500,000
(20,000,000)
-
43,500,000
19,916,668
(i)
In conjunction with his appointment as a Non-Executive Director, Mr Triscari was granted 6 million unlisted options to
acquire fully paid ordinary shares.
(ii) 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 23 November 2021.
In addition to above, on 16 June 2022 Mr Dyer was granted 3,200,000 new Options to acquire fully paid ordinary shares
in the Company, to be issued subject to shareholder approval at the Company’s 2022 Annual General Meeting.
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2022 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 22-1
DOP # 22-1
DOP # 22-2
OP # 22-2
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
09/08/21
08/08/25
0.028
0.028
73.27%
0.02%
12/10/21
11/10/25
0.040
0.028
65.07%
0.69%
16/06/22
15/06/25
0.018
0.012
80.73%
2.71%
22 Adslot 2022 Annual Report
Adslot 2022 Annual Report 23
Adslot 2022 Annual Report
25
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
Mr T Triscari
Ms F Conlan
Mr T Peacock
Other key management personnel
Options Granted During the Year
2022 (Options)
2021 (Options)
Number
$
Number
$
-
-
-
-
2,500,000
6,000,000
3,000,000
7,000,000
-
-
-
-
27,338
91,538
26,057
51,648
-
-
-
-
-
-
-
-
18,000,000
324,301
2,500,000
58,743
1,250,000
1,250,000
18,225
18,225
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.
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.
Remuneration Report (Continued)
2021
Balance at
beginning of
the year
(Number)
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
1,000,000
1,000,000
Name
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Ben Dixon (i)
Series
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 (ii)
DOP # 21-1
Granted
during the
year
(Number)
Lapsed/
Forfeited
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)
-
-
-
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
22,000,000
23,000,000
-
-
-
-
-
-
-
-
-
-
-
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
-
45,000,000
33,916,668
(i) Approved at the Annual General Meeting on 28 January 2021.
(ii) 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%
26
24 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 25
Remuneration Report (Continued)
2021
Name
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Ben Dixon (i)
Series
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 (ii)
DOP # 21-1
Balance at
beginning of
the year
(Number)
1,000,000
1,000,000
1,000,000
6,500,000
6,500,000
4,000,000
1,000,000
1,000,000
-
-
-
-
-
-
-
-
-
-
1,250,000
1,250,000
18,000,000
2,500,000
Granted
during the
Lapsed/
Forfeited
Exercised
Balance at the
Vested and
during the
end of the
exercisable at the
year
during the year
year
year
end of the year
(Number)
(Number)
(Number)
(Number)
(Number)
-
-
-
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
1,250,000
1,250,000
333,334
333,334
-
-
-
-
- 18,000,000
12,000,000
-
2,500,000
1,250,000
22,000,000
23,000,000
-
45,000,000
33,916,668
-
-
-
-
-
-
-
-
-
(i) Approved at the Annual General Meeting on 28 January 2021.
(ii) 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%
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
Mr T Triscari
Other key management personnel
Ms F Conlan
Mr T Peacock
Options Granted During the Year
2022 (Options)
2021 (Options)
Number
$
Number
$
-
-
-
-
2,500,000
6,000,000
3,000,000
7,000,000
-
-
-
-
27,338
91,538
26,057
51,648
-
-
-
-
18,000,000
324,301
-
2,500,000
-
1,250,000
1,250,000
-
58,743
-
18,225
18,225
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.
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.
24 Adslot 2022 Annual Report
Adslot 2022 Annual Report 25
Adslot 2022 Annual Report
27
Remuneration Report (Continued)
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:
Ben Dixon
Adrian Giles
CEO & Executive Director
Non-Executive Director
2022
Name
Directors
Mr A Giles
Mr A Barlow
Mr B Dixon
Ms S Morgan
Mr A Dyer
Mr T Triscari
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)
14,694,791
67,702,668
37,603,660
1,234,983
54,111,342
-
500,000
3,375,000
179,222,444
-
-
-
-
-
-
-
-
-
2,633,692
17,040,720
3,150,928
541,106
11,985,629
-
17,328,483
84,743,388
40,754,588
1,776,089
66,096,971
-
44,118
-
544,118
3,375,000
35,396,193
214,618,637
Section 8: Other transactions with Key Management Personnel
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $7,960 (FY2021: $25,888) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
During the year the Company paid $1,688 as underwriting fees to a company connected to Mr Andrew Barlow,
for underwriting the successful capital raise through an entitlement offer. The amount paid was equal to sub-
underwriting fees paid by Mr Barlow’s company to sub-underwriters that were not a related party of the
Company. Mr Barlow’s entity otherwise was not paid an underwriting fee.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2022 and 30 June 2021.
This marks the end of the audited remuneration report.
This report is made in accordance with a resolution of directors.
Andrew Barlow
Chairman
29 August 2022
28
26 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Other Directors’ Report Disclosures
Directors
Andrew Barlow
Chairman
Sarah Morgan
Company Secretary
Mr. Mark Licciardo
Non-Executive Director
Non-Executive Director
Andrew Dyer
Tom Triscari
Executive Director
All directors listed below except Mr Tom Triscari were directors for the whole financial year and up to the date
of this report. Mr Triscari was appointed as a non-executive director on 9 August 2021 and Executive Director,
Head of Corporate Development and Interim Chief Financial Officer on 6 April 2022
Mr Licciardo joined Adslot Ltd as Company Secretary on 20 April 2022. Mr. Licciardo was the founder and
Managing Director of Mertons Corporate Services, and is now Managing Director, Listed Company Services
for Acclime. Acclime provides company secretarial and corporate governance consulting services to ASX listed
and unlisted public and private companies. He is also a former Company Secretary of ASX listed companies
Transurban Group and Australian Foundation Investment Company Limited. Mr Licciardo holds a Bachelor of
Business Degree (Accounting) and a Graduate Diploma in Company Secretarial Practice, is a Fellow of the
Australian Institute of Company Directors, the Governance Institute of Australia and the Institute of Company
Secretaries and Administrators.
Ms Felicity Conlan resigned as Company Secretary on 20 April 2022.
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
Ordinary Shares
Share Options
Directors’ shareholdings
the date of this report.
Mr Andrew Barlow
Mr Adrian Giles
Mr Ben Dixon
Ms Sarah Morgan
Mr Andrew Dyer
Mr Tom Triscari
of this directors’ report.
Directors’ Meetings
#
84,743,388
17,328,483
40,754,588
1,776,089
66,096,971
-
#
-
-
-
18,000,000
5,000,000
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 2022 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
Mr Tom Triscari
8
8
8
8
8
8
8
8
8
8
8
7
2
2
-
-
2
-
2
2
-
-
2
-
-
4
-
4
4
-
-
4
-
4
4
-
Adslot 2022 Annual Report 27
Remuneration Report (Continued)
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:
Received during the
Balance at the start
year on exercise of
Net other changes
Balance at the end
of the year
an option or right
during the year
(Number)
(Number)
(Number)
of the year
(Number)
2022
Name
Directors
Mr A Giles
Mr A Barlow
Mr B Dixon
Ms S Morgan
Mr A Dyer
Mr T Triscari
Ms F Conlan
Mr T Peacock
Totals
Other key management personnel
14,694,791
67,702,668
37,603,660
1,234,983
54,111,342
-
500,000
3,375,000
179,222,444
-
-
-
-
-
-
-
-
-
2,633,692
17,040,720
3,150,928
541,106
11,985,629
-
17,328,483
84,743,388
40,754,588
1,776,089
66,096,971
-
44,118
-
544,118
3,375,000
35,396,193
214,618,637
Section 8: Other transactions with Key Management Personnel
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $7,960 (FY2021: $25,888) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
During the year the Company paid $1,688 as underwriting fees to a company connected to Mr Andrew Barlow,
for underwriting the successful capital raise through an entitlement offer. The amount paid was equal to sub-
underwriting fees paid by Mr Barlow’s company to sub-underwriters that were not a related party of the
Company. Mr Barlow’s entity otherwise was not paid an underwriting fee.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2022 and 30 June 2021.
This marks the end of the audited remuneration report.
This report is made in accordance with a resolution of directors.
Andrew Barlow
Chairman
29 August 2022
Other Directors’ Report Disclosures
Directors
Andrew Barlow
Chairman
Ben Dixon
CEO & Executive Director
Adrian Giles
Non-Executive Director
Sarah Morgan
Non-Executive Director
Andrew Dyer
Non-Executive Director
Tom Triscari
Executive Director
All directors listed below except Mr Tom Triscari were directors for the whole financial year and up to the date
of this report. Mr Triscari was appointed as a non-executive director on 9 August 2021 and Executive Director,
Head of Corporate Development and Interim Chief Financial Officer on 6 April 2022
Company Secretary
Mr. Mark Licciardo
Mr Licciardo joined Adslot Ltd as Company Secretary on 20 April 2022. Mr. Licciardo was the founder and
Managing Director of Mertons Corporate Services, and is now Managing Director, Listed Company Services
for Acclime. Acclime provides company secretarial and corporate governance consulting services to ASX listed
and unlisted public and private companies. He is also a former Company Secretary of ASX listed companies
Transurban Group and Australian Foundation Investment Company Limited. Mr Licciardo holds a Bachelor of
Business Degree (Accounting) and a Graduate Diploma in Company Secretarial Practice, is a Fellow of the
Australian Institute of Company Directors, the Governance Institute of Australia and the Institute of Company
Secretaries and Administrators.
Ms Felicity Conlan resigned as Company Secretary on 20 April 2022.
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
#
84,743,388
17,328,483
40,754,588
1,776,089
66,096,971
-
#
-
-
18,000,000
-
5,000,000
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 2022 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
Mr Tom Triscari
8
8
8
8
8
8
8
8
8
8
8
7
2
2
-
-
2
-
2
2
-
-
2
-
-
4
-
4
4
-
-
4
-
4
4
-
26 Adslot 2022 Annual Report
Adslot 2022 Annual Report 27
Adslot 2022 Annual Report
29
Auditor’s Independence Declaration
Auditor’s Independence Declaration
To the Directors of Adslot Limited
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
Grant Thornton Audit Pty Ltd
Grant Thornton Audit Pty Ltd
T +61 3 8320 2222
Level 22 Tower 5
Level 22 Tower 5
Collins Square
Collins Square
727 Collins Street
727 Collins Street
Melbourne VIC 3008
Melbourne VIC 3008
GPO Box 4736
GPO Box 4736
Melbourne VIC 3001
Melbourne VIC 3001
T +61 3 8320 2222
T +61 3 8320 2222
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
Auditor’s Independence Declaration
of
Auditor’s Independence Declaration
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
have been:
To the Directors of Adslot Limited
To the Directors of Adslot Limited
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of
of
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
have been:
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
have been:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
the audit; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
b no contraventions of any applicable code of professional conduct in relation to the audit.
Grant Thornton Audit Pty Ltd
Chartered Accountants
Grant Thornton Audit Pty Ltd
Chartered Accountants
Grant Thornton Audit Pty Ltd
E W Passaris
Chartered Accountants
Partner – Audit & Assurance
Melbourne, 29 August 2022
E W Passaris
Partner – Audit & Assurance
E W Passaris
Partner – Audit & Assurance
Melbourne, 29 August 2022
Melbourne, 29 August 2022
www.grantthornton.com.au
ACN-130 913 594
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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
www.grantthornton.com.au
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
ACN-130 913 594
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
‘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 Limited is a member firm of Grant Thornton International Ltd (GTIL).
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited 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
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
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
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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
28 Adslot 2022 Annual Report
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Adslot 2022 Annual Report
Legislation.
Legislation.
#7974567v1w
#7974567v1w
#7974567v1w
30
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2022
Notes
3
3
4,10
4,8
4
21
4
4
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
Reversal of 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
2022
$
8,992,480
469,317
9,461,797
(1,217,618)
(7,756,399)
(27,667)
(2,384,398)
(322,326)
2021
$
8,233,147
1,389,456
9,622,603
(1,370,854)
(7,629,008)
19,085
(2,526,739)
(537,168)
(3,642,837)
(3,596,794)
1,527,734
(82,956)
-
(97,994)
(13,906,467)
(15,739,472)
(4,444,670)
(202,732)
(4,647,402)
(4,647,402)
(6,116,869)
(163,905)
(6,280,774)
(6,280,774)
52,328
52,328
(3,383)
(3,383)
(4,595,074)
(6,284,157)
2022
Cents
(0.23)
(0.23)
2021
Cents
(0.33)
(0.33)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Adslot 2022 Annual Report 29
Adslot 2022 Annual Report
31
Consolidated Statement of Financial Position
As at 30 June 2022
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Notes
2022
$
2021
$
2022
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets
Non-current assets
Property, plant & equipment
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
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
7
8
9
10
11
12
13
14
13
14
15
16
5,951,807
4,552,666
294,480
6,826,853
4,040,885
249,988
10,798,953
11,117,726
2,237,912
1,780,962
12,167,061
12,694,084
14,404,973
14,475,046
25,203,926
25,592,772
Reclassification of vested options lapsed or
4,686,011
4,516,056
370,979
495,488
670,717
641,141
594,101
720,720
6,223,195
6,472,018
1,659,944
683,233
1,161,470
683,482
2,343,177
1,844,952
8,566,372
8,316,970
16,637,554
17,275,802
159,242,345
155,607,845
1,203,847
1,473,259
(143,808,638)
(139,805,302)
16,637,554
17,275,802
Notes
Issued
Capital
$
Accumulated
Reserves
Losses
$
$
Total
Equity
$
155,607,845
1,473,259
(139,805,302)
17,275,802
16
-
52,328
52,328
-
-
52,328
52,328
-
(4,647,402)
(4,647,402)
52,328
(4,647,402)
(4,595,074)
Contributions of equity, net of transaction costs
3,634,500
-
3,634,500
(644,066)
644,066
-
322,326
322,326
-
-
3,634,500
(321,740)
644,066
3,956,826
Balance 30 June 2022
159,242,345
1,203,847
(143,808,638)
16,637,554
Balance at 1 July 2021
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
expired
Share-based expense
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)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Share-based expense
15
16
16
Notes
16
-
-
-
-
-
-
-
-
-
Issued
Capital
$
Accumulated
Reserves
Losses
$
$
Total
Equity
$
151,866,361
939,474
(133,524,528)
19,281,307
(3,383)
(3,383)
-
-
(3,383)
(3,383)
-
(6,280,774)
(6,280,774)
(3,383)
(6,280,774)
(6,284,157)
15
16
3,741,484
-
-
3,741,484
537,168
537,168
-
-
-
3,741,484
537,168
4,278,652
Balance 30 June 2021
155,607,845
1,473,259
(139,805,302)
17,275,802
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
32
30 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 31
Consolidated Statement of Financial Position
As at 30 June 2022
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
-
-
-
52,328
16
-
52,328
-
-
52,328
52,328
-
(4,647,402)
(4,647,402)
52,328
(4,647,402)
(4,595,074)
Notes
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
155,607,845
1,473,259
(139,805,302)
Total
Equity
$
17,275,802
Notes
2022
$
2021
$
2022
Balance at 1 July 2021
Movement in foreign exchange translation
reserve
Other comprehensive income
Loss attributable to members of the Group
Total comprehensive income/(loss)
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Total current assets
Non-current assets
Property, plant & equipment
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
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
7
8
9
10
11
12
13
14
13
14
15
16
5,951,807
4,552,666
294,480
6,826,853
4,040,885
249,988
10,798,953
11,117,726
2,237,912
1,780,962
12,167,061
12,694,084
14,404,973
14,475,046
25,203,926
25,592,772
4,686,011
4,516,056
370,979
495,488
670,717
641,141
594,101
720,720
6,223,195
6,472,018
1,659,944
683,233
1,161,470
683,482
2,343,177
1,844,952
8,566,372
8,316,970
16,637,554
17,275,802
159,242,345
155,607,845
1,203,847
1,473,259
(143,808,638)
(139,805,302)
16,637,554
17,275,802
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Reclassification of vested options lapsed or
expired
Share-based expense
15
16
16
3,634,500
-
-
3,634,500
-
-
(644,066)
644,066
-
322,326
-
322,326
3,634,500
(321,740)
644,066
3,956,826
Balance 30 June 2022
159,242,345
1,203,847
(143,808,638)
16,637,554
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)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Share-based expense
Notes
16
Issued
Capital
$
151,866,361
Reserves
$
939,474
Accumulated
Losses
$
(133,524,528)
Total
Equity
$
19,281,307
-
-
-
-
(3,383)
(3,383)
-
-
(3,383)
(3,383)
-
(6,280,774)
(6,280,774)
(3,383)
(6,280,774)
(6,284,157)
15
16
3,741,484
-
-
3,741,484
537,168
537,168
-
-
-
3,741,484
537,168
4,278,652
Balance 30 June 2021
155,607,845
1,473,259
(139,805,302)
17,275,802
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
30 Adslot 2022 Annual Report
Adslot 2022 Annual Report 31
Adslot 2022 Annual Report
33
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Notes
2022
$
2021
$
Cash flows from operating activities
Receipts from trade and other debtors
Interest received
Receipt of R&D tax incentive and other Grants
16,753,032
13,555,868
9,703
12,324
912,075
1,713,958
Payments to trade creditors, other creditors and employees
(19,884,625)
(15,473,076)
Income tax refund
Interest paid
-
1,118
(78,675)
(103,379)
early adopted.
Net cash outflows from operating activities
22
(2,288,490)
(293,187)
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
Cash flows from financing activities
Proceeds from issue of shares
Payments of equity raising costs
Payments for leased assets
Proceeds from borrowings
Repayment of borrowings
Net cash inflows from financing activities
Net increase/(decrease) in cash held
Cash at the beginning of the financial year
Effects of exchange rate changes on cash
3(ii)
Cash at the end of the financial year
7
(103,577)
1,884,849
(3,405,041)
(9,066)
1,337,683
(3,105,558)
(1,623,769)
(1,776,941)
3,782,031
(148,879)
(627,180)
-
(177,236)
2,828,736
(1,083,523)
6,826,853
208,477
5,951,807
4,002,000
(278,984)
(773,527)
163,732
(141,260)
2,971,961
901,833
6,160,440
(235,420)
6,826,853
Notes to the Financial Statements
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 2022 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
The following agenda decision to existing standards has been published.
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
There was no change to Group’s financial statements resulting from this Agenda decision.
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.
Basis of preparation
Corporations Act 2001.
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
The financial statements have been prepared under the historical cost convention except for where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss.
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
34
32 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 33
Notes
2022
$
2021
$
Payments to trade creditors, other creditors and employees
(19,884,625)
(15,473,076)
Net cash outflows from operating activities
22
(2,288,490)
(293,187)
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from trade and other debtors
Interest received
Receipt of R&D tax incentive and other Grants
Income tax refund
Interest paid
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
Cash flows from financing activities
Proceeds from issue of shares
Payments of equity raising costs
Payments for leased assets
Proceeds from borrowings
Repayment of borrowings
Net cash inflows from financing activities
Net increase/(decrease) in cash held
Cash at the beginning of the financial year
Effects of exchange rate changes on cash
3(ii)
Cash at the end of the financial year
7
16,753,032
13,555,868
9,703
12,324
912,075
1,713,958
-
1,118
(78,675)
(103,379)
(103,577)
1,884,849
(3,405,041)
(9,066)
1,337,683
(3,105,558)
(1,623,769)
(1,776,941)
3,782,031
(148,879)
(627,180)
-
(177,236)
2,828,736
(1,083,523)
6,826,853
208,477
5,951,807
4,002,000
(278,984)
(773,527)
163,732
(141,260)
2,971,961
901,833
6,160,440
(235,420)
6,826,853
Notes to the Financial Statements
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 2022 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.
The following agenda decision to existing standards has been published.
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
There was no change to Group’s financial statements resulting from this Agenda decision.
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
The financial statements have been prepared under the historical cost convention except for where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss.
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
32 Adslot 2022 Annual Report
Adslot 2022 Annual Report 33
Adslot 2022 Annual Report
35
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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 May 2022 the Group successfully concluded a $3.8 million capital raise via a share placement ($1.8 million)
and a fully underwritten Entitlement Offer ($2.0 million), resulting in $3.6 million net cash inflows in the period
under review.
The Group incurred a net loss of $4.6 million during the full year ended 30 June 2022.
Inflows from financing activities of $2.8 million, combined with the net cash outflows from operating and
investing activities of $3.9 million, resulted in net cash outflows of $1.1 million in the 2022 financial year.
Management anticipates incurring further net cash outflows from operations until such time as sufficient
revenue growth is achieved.
The FY2021 R&D claim of $1.1 million was received in February 2022. In addition, the Group’s FY2016 R&D
tax incentive claim was successfully resolved on appeal to the Administrative Appeals Tribunal and the Group
received the FY2016 $1.5 million refund from the Australian Tax Office in March 2022. The FY2022 R&D claim
of $1.2 million is expected to be received in the first half of the 2023 financial year.
A delay in expected growth in revenues, and/or a delay in payment of the FY2022 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’s cash position of $6.0 million at 30 June 2022;
receipt of the FY2022 R&D claim of $1.2 million which is expected to be received in the first half of FY2023;
receipt of Symphony licence fees which are largely recurring and predictable;
reduced cash outflow generated by already implemented cost management initiatives and the opportunity
to implement further cost reductions;
• additional capital cash inflows given the Group has a proven track record of successfully raising capital
•
from existing and new investors; and
the Group has retained East Wind Advisors in the US to complete a strategic review, the outcome of which
may include identification of additional opportunities to support capital needs of the Group.
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.
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.
36
34 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 35
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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 May 2022 the Group successfully concluded a $3.8 million capital raise via a share placement ($1.8 million)
and a fully underwritten Entitlement Offer ($2.0 million), resulting in $3.6 million net cash inflows in the period
under review.
The Group incurred a net loss of $4.6 million during the full year ended 30 June 2022.
Inflows from financing activities of $2.8 million, combined with the net cash outflows from operating and
investing activities of $3.9 million, resulted in net cash outflows of $1.1 million in the 2022 financial year.
Management anticipates incurring further net cash outflows from operations until such time as sufficient
revenue growth is achieved.
The FY2021 R&D claim of $1.1 million was received in February 2022. In addition, the Group’s FY2016 R&D
tax incentive claim was successfully resolved on appeal to the Administrative Appeals Tribunal and the Group
received the FY2016 $1.5 million refund from the Australian Tax Office in March 2022. The FY2022 R&D claim
of $1.2 million is expected to be received in the first half of the 2023 financial year.
A delay in expected growth in revenues, and/or a delay in payment of the FY2022 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’s cash position of $6.0 million at 30 June 2022;
receipt of the FY2022 R&D claim of $1.2 million which is expected to be received in the first half of FY2023;
receipt of Symphony licence fees which are largely recurring and predictable;
reduced cash outflow generated by already implemented cost management initiatives and the opportunity
• additional capital cash inflows given the Group has a proven track record of successfully raising capital
to implement further cost reductions;
from existing and new investors; and
the Group has retained East Wind Advisors in the US to complete a strategic review, the outcome of which
may include identification of additional opportunities to support capital needs of the Group.
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.
•
•
•
•
•
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 Adslot 2022 Annual Report
Adslot 2022 Annual Report 35
Adslot 2022 Annual Report
37
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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.
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.
Cash held on behalf of Publishers represents the share of campaign fees held before release to Adslot
Publishers.
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
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 initially measured at their transaction price if they do not contain a significant financing
component. 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 AASB 9 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.
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.
38
36 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 37
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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
Cash held on behalf of Publishers represents the share of campaign fees held before release to Adslot
overdrafts.
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 initially measured at their transaction price if they do not contain a significant financing
component. 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 AASB 9 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.
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 Adslot 2022 Annual Report
Adslot 2022 Annual Report 37
Adslot 2022 Annual Report
39
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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.
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.
Internally developed 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.
40
38 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 39
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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.
credited to share capital.
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
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
Internally developed 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 Adslot 2022 Annual Report
Adslot 2022 Annual Report 39
Adslot 2022 Annual Report
41
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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
assesses 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
Adslot and Symphony trading fees are derived based on the transaction value transacted via Group’s
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.
42
40 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 41
The Group derives revenue from trading technology and services. To determine whether to recognise revenue,
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
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
technology platforms in a given period.
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.
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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
assesses 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
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.
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, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
Revenue from Trading Technology – Trading Fees
Adslot and Symphony trading fees are derived based on the transaction value transacted via Group’s
technology platforms in a given period.
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 Adslot 2022 Annual Report
Adslot 2022 Annual Report 41
Adslot 2022 Annual Report
43
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(p) Revenue recognition (Continued)
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.
A one-off Symphony activation fee is charged to customers when new markets are activated, to cover work
required to deploy Symphony in a new market. The work typically involves (but not limited to);
In-country workshops to establish current media buying and business processes,
information gathering to identify country specific product requirements,
•
•
• user training, and
• account set-up.
Activation fees are recognised over a period of time when the Group satisfies its performance obligation by
measuring the progress towards satisfaction of that performance obligation based on output method prescribed
in AASB 15.
Revenue derived from custom development work is recognised over a period of time when the Group satisfies
its performance obligation and the customer obtains the ability to direct the use of, and obtain substantially all
of the remaining benefits from, the work carried out. Revenue is recognised by measuring the progress towards
satisfaction of performance obligations based on the output method prescribed in AASB 15.
Website development revenue is recognised over time. All projects are assigned percentages of project
completion which can be reliably measured based on actual work in progress Revenue is recognised over time
when the performance obligations are met and when the Group receives an enforceable right to payment for
performance completed to date. Any incomplete website development project amounts invoiced are recorded
as contract liabilities.
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.
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.
44
42 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 43
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(p) Revenue recognition (Continued)
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.
A one-off Symphony activation fee is charged to customers when new markets are activated, to cover work
required to deploy Symphony in a new market. The work typically involves (but not limited to);
•
•
In-country workshops to establish current media buying and business processes,
information gathering to identify country specific product requirements,
• user training, and
• account set-up.
in AASB 15.
Activation fees are recognised over a period of time when the Group satisfies its performance obligation by
measuring the progress towards satisfaction of that performance obligation based on output method prescribed
Revenue derived from custom development work is recognised over a period of time when the Group satisfies
its performance obligation and the customer obtains the ability to direct the use of, and obtain substantially all
of the remaining benefits from, the work carried out. Revenue is recognised by measuring the progress towards
satisfaction of performance obligations based on the output method prescribed in AASB 15.
Website development revenue is recognised over time. All projects are assigned percentages of project
completion which can be reliably measured based on actual work in progress Revenue is recognised over time
when the performance obligations are met and when the Group receives an enforceable right to payment for
performance completed to date. Any incomplete website development project amounts invoiced are recorded
as contract liabilities.
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 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.
Interest revenue
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.
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.
42 Adslot 2022 Annual Report
Adslot 2022 Annual Report 43
Adslot 2022 Annual Report
45
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
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.
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 $16,268,069 (FY2021:
$10,349,969). 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.
46
44 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 45
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.
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.
Dividends
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.
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 $16,268,069 (FY2021:
$10,349,969). 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.
44 Adslot 2022 Annual Report
Adslot 2022 Annual Report 45
Adslot 2022 Annual Report
47
Segment Information
The Group examines performance both from a product and geographic perspective and has identified that the
Group operates in one reporting segment. However, 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
Revenue
Non-Current Assets
2022
$
4,872,216
1,622,029
492,562
2,474,990
9,461,797
14,392,877
4,336
7,760
-
14,404,973
2021
$
Revenue
5,874,238
1,424,883
373,466
1,950,016
9,622,603
Non-Current Assets
14,471,392
3,654
-
-
14,475,046
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
revenue from services rendered.
(FY2021: one).
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
For the year to 30 June 2022, one customer accounted for 10% or more of revenue from services rendered
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(x) Critical accounting judgements and key sources of estimation uncertainty (Continued)
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 2022 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.
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 $12,167,061 (FY2021:
$12,694,084). 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 $2,487,327 (FY2021: $2,401,649).
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
volatility, along with market and non-vesting conditions. The estimations made are subject to variability that
may alter the overall fair value determined. The share-based payment expense for the year was $322,326
(FY2021: $537,168).
Research and development tax concessions
A receivable of $1,223,357 (FY2021: $1,123,520) has been recognised in relation to a research and
development tax concession for the 2022 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.
New standards and interpretations issued but not effective
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and
amendments to existing Standards, and Interpretations have been published by the AASB. None of these
Standards or amendments to existing Standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or
after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted
in the current year have not been disclosed.
48
46 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 47
Segment Information
The Group examines performance both from a product and geographic perspective and has identified that the
Group operates in one reporting segment. However, 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
2022
$
Revenue
4,872,216
1,622,029
492,562
2,474,990
9,461,797
Non-Current Assets
14,392,877
4,336
7,760
-
14,404,973
2021
$
Revenue
5,874,238
1,424,883
373,466
1,950,016
9,622,603
Non-Current Assets
14,471,392
-
3,654
-
14,475,046
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.
For the year to 30 June 2022, one customer accounted for 10% or more of revenue from services rendered
(FY2021: one).
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(x) Critical accounting judgements and key sources of estimation uncertainty (Continued)
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 2022 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.
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 $12,167,061 (FY2021:
$12,694,084). 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 $2,487,327 (FY2021: $2,401,649).
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
volatility, along with market and non-vesting conditions. The estimations made are subject to variability that
may alter the overall fair value determined. The share-based payment expense for the year was $322,326
(FY2021: $537,168).
Research and development tax concessions
A receivable of $1,223,357 (FY2021: $1,123,520) has been recognised in relation to a research and
development tax concession for the 2022 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.
New standards and interpretations issued but not effective
At the date of authorisation of these financial statements, several new, but not yet effective, Standards and
amendments to existing Standards, and Interpretations have been published by the AASB. None of these
Standards or amendments to existing Standards have been adopted early by the Group.
Management anticipates that all relevant pronouncements will be adopted for the first period beginning on or
after the effective date of the pronouncement. New Standards, amendments and Interpretations not adopted
in the current year have not been disclosed.
46 Adslot 2022 Annual Report
Adslot 2022 Annual Report 47
Adslot 2022 Annual Report
49
Grant income
JobKeeper - Australian Taxation Office
R&D Tax Incentive – AusIndustry (i)
Paycheck protection program - US Government (ii)
Business Support Grant - Victorian Government
Export Market Development Grants - Austrade
Short time work allowance - Germany Government
Total Grant income
2022
$
292,081
177,236
-
-
-
-
2021
$
949,100
256,449
141,260
20,000
18,558
4,089
469,317
1,389,456
(i) Amounts recognised as revenue in relation to financial year 2022 R&D Tax Incentive.
(ii) The Group’s US subsidiary Adslot Inc applied for and received two tranches of Paycheck Protection Program loan
through HSBC USA. They are a no fee loan provided by the US Federal Government for businesses impacted by
COVID-19. The loans were 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 $141,260 in the 2021 financial year
and the second tranche $177,236 in the 2022 financial year
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
2022
$
7,281,354
1,701,727
8,983,081
9,399
8,992,480
469,317
469,317
9,461,797
2021
$
6,434,298
1,790,976
8,225,274
7,873
8,233,147
1,389,456
1,389,456
9,622,603
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:
2022
Services transferred over time
Services transferred at a point in time
2021
Services transferred over time
Services transferred at a point in time
Trading Technology
Services
$
7,281,354
-
7,281,354
$
1,679,502
22,225
1,701,727
Trading Technology
Services
$
6,434,298
-
6,434,298
$
1,769,023
21,953
1,790,976
Total
$
8,960,856
22,225
8,983,081
Total
$
8,203,321
21,953
8,225,274
50
48 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 49
2022
$
7,281,354
1,701,727
8,983,081
9,399
8,992,480
469,317
469,317
9,461,797
2021
$
6,434,298
1,790,976
8,225,274
7,873
8,233,147
1,389,456
1,389,456
9,622,603
Grant income
JobKeeper - Australian Taxation Office
R&D Tax Incentive – AusIndustry (i)
Paycheck protection program - US Government (ii)
Business Support Grant - Victorian Government
Export Market Development Grants - Austrade
Short time work allowance - Germany Government
Total Grant income
2022
$
-
292,081
177,236
-
-
-
2021
$
949,100
256,449
141,260
20,000
18,558
4,089
469,317
1,389,456
(i) Amounts recognised as revenue in relation to financial year 2022 R&D Tax Incentive.
(ii) The Group’s US subsidiary Adslot Inc applied for and received two tranches of Paycheck Protection Program loan
through HSBC USA. They are a no fee loan provided by the US Federal Government for businesses impacted by
COVID-19. The loans were 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 $141,260 in the 2021 financial year
and the second tranche $177,236 in the 2022 financial year
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
Trading Technology
Services
Services transferred over time
Services transferred at a point in time
2022
2021
Services transferred over time
Services transferred at a point in time
Revenue derived from the two product lines are described as follows:
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:
Trading Technology
Services
7,281,354
$
-
7,281,354
6,434,298
$
-
6,434,298
$
1,679,502
22,225
1,701,727
$
1,769,023
21,953
1,790,976
Trading Technology
Services
Total
$
8,960,856
22,225
8,983,081
Total
$
8,203,321
21,953
8,225,274
48 Adslot 2022 Annual Report
Adslot 2022 Annual Report 49
Adslot 2022 Annual Report
51
2022
$
2021
$
7,756,399
3,405,041
314,824
7,629,008
3,105,558
490,663
11,476,264
11,225,229
Employee benefits expense
Total capitalised development wages
Employee benefits included in share-based payment expense
Total employee benefits
Defined contribution superannuation expense included in employee
836,495
752,418
benefit expense
Capitalised development wages (net of related grants)
Capitalised development wages included in the R&D grant
Total capitalised development wages
2,487,327
917,714
3,405,041
2,401,649
703,909
3,105,558
Notes to the Financial Statements (Continued)
Expenses
2022
$
2021
$
Loss before income tax includes the following specific expenses:
Loss before income tax includes the following specific expenses:
Other operating expenses
Recruitment fees
Directors' fees
Marketing costs
Short term lease - rental premises
Rent outgoings
Listing & registrar fees
Legal fees (i)
Travel expenses
Consultancy fees
Audit and accountancy fees
Foreign exchange (gain)/loss
Insurance expenses
R&D write Off (ii)
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)
Reversal of provision for R&D Claim for Financial Year 2015/2016 (ii)
R&D write Off (ii)
80,925
16,671
250,000
187,500
28,731
144,069
88,444
84,022
200,667
124,563
399,846
257,290
(68,801)
200,798
18,004
575,840
2,384,398
3,014,350
604,331
22,459
1,697
31,894
177,509
53,749
70,574
603,149
22,046
304,501
225,805
200,192
174,200
-
458,949
2,526,739
2,892,505
685,018
16,663
2,608
3,642,837
3,596,794
27,667
(19,085)
(1,527,734)
18,004
-
-
(i) Financial year 2021 includes substantial legal cost in relation to Administrative Appeals Tribunal (AAT) appeal
(ii)
process described below on (ii).
In December 2019 the Group was advised by Innovation & Science Australia that the preliminary decision
regarding ineligible activities within the FY2016 R&D claim was upheld. Based on these findings R&D Tax
Incentive Offset for FY2016 was offset against the FY2019 R&D refund of $2.0 million, with the net balance of the
FY2019 R&D refund paid in April 2020. During FY2020 the Group made a one-off provision of $1,527,734 for the
part repayment of the FY2016 R&D claim.
The Group appealed these findings and defended the legitimacy of its claim. A review of the findings was
conducted by the Administrative Appeals Tribunal (AAT). During FY2022 the Group was successful in overturning
the AusIndustry decision. As part of the settlement the Group agreed to write off $18,004 of this claim. The balance
$1,509,730 plus interest was received in March 2022. The provision made in FY2020 was reversed in full in
FY2022.
52
50 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 51
Notes to the Financial Statements (Continued)
Expenses
Loss before income tax includes the following specific expenses:
Loss before income tax includes the following specific expenses:
Employee benefits expense
Total capitalised development wages
Employee benefits included in share-based payment expense
Total employee benefits
Defined contribution superannuation expense included in employee
benefit expense
Capitalised development wages (net of related grants)
Capitalised development wages included in the R&D grant
Total capitalised development wages
2022
$
2021
$
7,756,399
3,405,041
314,824
7,629,008
3,105,558
490,663
11,476,264
11,225,229
836,495
752,418
2,487,327
917,714
3,405,041
2,401,649
703,909
3,105,558
Short term lease - rental premises
Other operating expenses
Recruitment fees
Directors' fees
Marketing costs
Rent outgoings
Listing & registrar fees
Legal fees (i)
Travel expenses
Consultancy fees
Audit and accountancy fees
Foreign exchange (gain)/loss
Insurance expenses
R&D write Off (ii)
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)
2022
$
2021
$
80,925
16,671
250,000
187,500
28,731
144,069
88,444
84,022
200,667
124,563
399,846
257,290
(68,801)
200,798
18,004
575,840
2,384,398
603,149
31,894
177,509
53,749
70,574
22,046
304,501
225,805
200,192
174,200
-
458,949
2,526,739
3,014,350
2,892,505
604,331
22,459
1,697
685,018
16,663
2,608
3,642,837
3,596,794
27,667
(19,085)
(1,527,734)
18,004
-
-
Reversal of provision for R&D Claim for Financial Year 2015/2016 (ii)
R&D write Off (ii)
(i) Financial year 2021 includes substantial legal cost in relation to Administrative Appeals Tribunal (AAT) appeal
process described below on (ii).
(ii)
In December 2019 the Group was advised by Innovation & Science Australia that the preliminary decision
regarding ineligible activities within the FY2016 R&D claim was upheld. Based on these findings R&D Tax
Incentive Offset for FY2016 was offset against the FY2019 R&D refund of $2.0 million, with the net balance of the
FY2019 R&D refund paid in April 2020. During FY2020 the Group made a one-off provision of $1,527,734 for the
part repayment of the FY2016 R&D claim.
The Group appealed these findings and defended the legitimacy of its claim. A review of the findings was
conducted by the Administrative Appeals Tribunal (AAT). During FY2022 the Group was successful in overturning
the AusIndustry decision. As part of the settlement the Group agreed to write off $18,004 of this claim. The balance
$1,509,730 plus interest was received in March 2022. The provision made in FY2020 was reversed in full in
FY2022.
50 Adslot 2022 Annual Report
Adslot 2022 Annual Report 51
Adslot 2022 Annual Report
53
Notes to the Financial Statements (Continued)
Income Tax Expense
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 25% (FY2021: 26%)
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
2022
$
2021
$
(4,444,670)
(6,116,869)
(1,111,168)
(1,590,386)
4,206
80,582
703,079
2,912
139,664
671,530
(323,301)
(776,280)
-
5,918,101
(5,797,532)
-
331,766
280,609
(202,732)
(163,905)
b) Movement in deferred tax balances
Balance at
1 July
2021
$
Recognised
in Profit &
Loss
$
Acquired in
Business
combination
$
Net
$
Deferred
tax assets
$
Deferred tax
liabilities
$
Balance at 30 June 2022
Trade and other receivables
Property, plant and equipment
Intangible assets
Unused tax losses
(109,163)
172
143,377
(34,386)
4,199
(7)
(5,514)
1,322
Net tax (assets)/liabilities
-
-
-
-
-
-
-
(104,964)
165
137,863
-
-
-
(104,964)
165
137,863
(33,064)
(33,064)
-
-
(33,064)
33,064
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)
6,298
(10)
(8,272)
1,984
Net tax (assets)/liabilities
-
-
Balance at 30 June 2021
Recognised
in Profit &
Loss
$
Acquired in
Business
combination
$
Net
$
Deferred
tax assets
$
Deferred tax
liabilities
$
-
-
-
-
-
(109,163)
172
143,377
-
-
-
(109,163)
172
143,377
(34,386)
(34,386)
-
-
(34,386)
34,386
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 (25% FY2021: 26%)
2022
$
2021
$
(5,187,566)
(5,542,747)
49,965,365
20,294,479
65,072,278
16,268,069
45,112,061
238,258
39,807,571
10,349,969
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 $1,296,892 (FY2021: $1,441,114) have not been
recognised as they have been offset with deferred tax assets of the same value.
After conducting an assessment of recoverability of some of the Group’s intercompany loans with non-
Australian resident entities, some Australian resident entities either forgave or converted to equity
$20,056,221 of intercompany loans. This resulted in an increase of capital losses of the Australian tax-
consolidated group by the same amount.
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
2022
$
3,579,592
2,372,215
5,951,807
2021
$
4,933,289
1,893,564
6,826,853
Included in the Cash at Bank is $421,091 (FY2021: $414,988) of funds held on term deposit as guarantee for
our corporate credit card facilities and for the benefit of landlords under office lease agreements.
54
52 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 53
Notes to the Financial Statements (Continued)
Income Tax Expense
a) Numerical reconciliation of income tax expense to prima facie tax benefit
Prima facie tax benefit on loss before income tax at 25% (FY2021: 26%)
Loss before income tax
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
2022
$
2021
$
(4,444,670)
(6,116,869)
(1,111,168)
(1,590,386)
4,206
80,582
703,079
-
5,918,101
(5,797,532)
2,912
139,664
671,530
-
331,766
280,609
(323,301)
(776,280)
Income tax benefit/(expense) attributable to entity
(202,732)
(163,905)
b) Movement in deferred tax balances
Balance at
Recognised
in Profit &
Acquired in
Business
Loss
combination
Net
tax assets
liabilities
Deferred
Deferred tax
Balance at 30 June 2022
Trade and other receivables
Property, plant and equipment
Intangible assets
Unused tax losses
Trade and other receivables
Property, plant and equipment
Intangible assets
Unused tax losses
1 July
2021
$
(109,163)
172
143,377
(34,386)
1 July
2020
$
(115,461)
182
151,649
(36,370)
$
4,199
(7)
(5,514)
1,322
$
6,298
(10)
(8,272)
1,984
$
(104,964)
165
137,863
(33,064)
(33,064)
(104,964)
165
137,863
$
-
-
-
$
-
-
-
$
-
$
-
$
(109,163)
172
143,377
(34,386)
(34,386)
(109,163)
172
143,377
$
-
-
-
-
-
$
-
-
-
-
-
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 (25% FY2021: 26%)
2022
$
2021
$
(5,187,566)
(5,542,747)
49,965,365
20,294,479
65,072,278
16,268,069
45,112,061
238,258
39,807,571
10,349,969
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 $1,296,892 (FY2021: $1,441,114) have not been
recognised as they have been offset with deferred tax assets of the same value.
After conducting an assessment of recoverability of some of the Group’s intercompany loans with non-
Australian resident entities, some Australian resident entities either forgave or converted to equity
$20,056,221 of intercompany loans. This resulted in an increase of capital losses of the Australian tax-
consolidated group by the same amount.
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.
Net tax (assets)/liabilities
-
-
-
(33,064)
33,064
Cash and Cash Equivalents
Balance at
Recognised
in Profit &
Acquired in
Business
Loss
combination
Net
tax assets
liabilities
Deferred
Deferred tax
Balance at 30 June 2021
Cash at bank and on hand
Cash held on behalf of Publishers
2022
$
3,579,592
2,372,215
5,951,807
2021
$
4,933,289
1,893,564
6,826,853
Net tax (assets)/liabilities
-
-
-
(34,386)
34,386
Included in the Cash at Bank is $421,091 (FY2021: $414,988) of funds held on term deposit as guarantee for
our corporate credit card facilities and for the benefit of landlords under office lease agreements.
52 Adslot 2022 Annual Report
Adslot 2022 Annual Report 53
Adslot 2022 Annual Report
55
Notes to the Financial Statements (Continued)
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
Other receivables
The average age of the Group’s trade debtors is 44 days (FY2021: 46 days).
(a) Ageing of trade debtors not impaired
0 – 30 days
31 – 60 days
61 – 90 days
Over 91 days
(b)
Movement in the provision for impairment
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
2022
$
3,314,675
(27,667)
3,287,008
1,223,357
2021
$
2,865,120
-
2,865,120
2,651,254
-
(1,527,734)
42,301
4,552,666
52,245
4,040,885
2022
$
1,418,386
1,006,099
532,318
330,205
2021
$
1,419,983
746,261
360,898
337,978
3,287,008
2,865,120
2022
$
-
27,667
-
-
27,667
2021
$
19,085
-
(19,085)
-
-
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.
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.
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
2022
8,168
(8,168)
$
-
3,502,228
(1,350,320)
2,151,908
59,475
(58,857)
618
535,314
(449,928)
85,386
2,237,912
Total
$
1,780,962
(1,439)
990,725
(628,487)
418
2,237,912
Total
$
1,845,736
1,775,030
(1,134,838)
(704,289)
(677)
1,780,962
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:
2022
2021
Carrying amount at 1 July 2021
1,765,514
-
95,733
95,733
Additions
Disposal/write -off
Lease Modifications
Depreciation/amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2022
2,151,908
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
$
-
-
-
990,725
(604,331)
1,817,027
1,766,422
(1,132,917)
(685,018)
$
-
$
2,232
-
-
(1,697)
83
618
6,716
$
-
(1,845)
(2,608)
(31)
2,232
$
13,216
(1,439)
-
(22,459)
335
85,386
$
21,993
8,608
(76)
(16,663)
(646)
13,216
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
Carrying amount at 1 July 2020
Additions
Disposal/write -off
Depreciation/amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2021
1,765,514
56
54 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 55
Notes to the Financial Statements (Continued)
Trade and Other Receivables
Current:
Trade debtors
Less: Allowance for impairment
Trade debtors not impaired
Research and Development grant receivable
Other receivables
The average age of the Group’s trade debtors is 44 days (FY2021: 46 days).
(a) Ageing of trade debtors not impaired
Provision for R&D Claim for Financial Year 2015/2016
-
(1,527,734)
2022
$
3,314,675
(27,667)
3,287,008
1,223,357
42,301
4,552,666
2021
$
2,865,120
-
2,865,120
2,651,254
52,245
4,040,885
2022
$
1,418,386
1,006,099
532,318
330,205
2021
$
1,419,983
746,261
360,898
337,978
3,287,008
2,865,120
2022
27,667
$
-
-
-
27,667
2021
$
19,085
(19,085)
-
-
-
0 – 30 days
31 – 60 days
61 – 90 days
Over 91 days
(b)
Movement in the provision for impairment
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
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.
Accordingly, the directors believe that there is no further provision required in excess of the allowance for
Fair value of receivables at year end is measured to be the same as receivables net of the allowance for
impairment.
Fair value of receivables
impairment.
54 Adslot 2022 Annual Report
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
2022
$
8,168
(8,168)
-
3,502,228
(1,350,320)
2,151,908
59,475
(58,857)
618
535,314
(449,928)
85,386
2,237,912
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
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:
2022
Carrying amount at 1 July 2021
Additions
Disposal/write -off
Lease Modifications
Depreciation/amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2022
2021
Carrying amount at 1 July 2020
Additions
Disposal/write -off
Depreciation/amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2021
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
$
2,232
$
13,216
Total
$
1,780,962
-
95,733
95,733
-
-
(1,697)
83
618
(1,439)
-
(22,459)
335
85,386
(1,439)
990,725
(628,487)
418
2,237,912
$
1,765,514
-
-
990,725
(604,331)
-
2,151,908
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
Adslot 2022 Annual Report 55
Adslot 2022 Annual Report
57
Notes to the Financial Statements (Continued)
Intangible Assets
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2022
Opening net book amount
7,493,878
38,267
Additions
Amortisation
2,487,327
(3,014,350)
-
-
-
-
-
5,161,939
12,694,084
-
-
2,487,327
(3,014,350)
Carrying amount at 30 June 2022
6,966,855
38,267
-
5,161,939
12,167,061
At 30 June 2022
Cost
Accumulated amortisation and
impairment
23,105,922
38,267
16,191,496
15,161,939
54,497,624
(16,139,067)
-
(16,191,496)
(10,000,000)
(42,330,563)
Carrying amount at 30 June 2022
6,966,855
38,267
-
5,161,939
12,167,061
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
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 for the current financial
Capitalised Wages
R&D grants offsetting
Net Capitalised
capitalised wages
The following table shows the portion of platform development costs that are capitalised for the prior financial
Capitalised Wages
R&D grants offsetting
Net Capitalised
capitalised wages
$
1,566,191
1,838,850
3,405,041
$
1,475,629
1,629,929
3,105,558
$
(323,027)
(594,687)
(917,714)
$
(313,402)
(390,507)
(703,909)
Wages
$
1,243,164
1,244,163
2,487,327
Wages
$
1,162,227
1,239,422
2,401,649
year, 2022:
Platform
Adslot
Symphony
year, 2021:
Platform
Adslot
Symphony
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
Intellectual property
amortised asset.
Domain names opening carrying value of $38,267 (FY2021: $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.
Adslot Technologies Pty Ltd holds copyright and patent licences in respect of Combinatorial Auction Platform
Technology. At 30 June 2021, the fair value attributable to the intellectual property was $5,932,006 and
accumulated amortisation was $5,932,006. During the year Directors decided to derecognise this fully
QDC IP Technology (“QDC”) is creative ad building and video advertising technology. At 30 June 2021, the
fair value attributable to the intellectual property was $6,466,517 and accumulated amortisation was
$6,466,517. During the year Directors decided to derecognise this fully amortised asset.
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
(FY2021: $16,191,496). Accumulated amortisation of this asset at 30 June 2022 was $16,191,496 (FY2021:
$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. At 30 June 2021, the fair value attributable to the intellectual property was $455,231 and
accumulated amortisation was $455,231. During the year Directors decided to derecognise this 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
asset.
technologies.
58
56 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 57
Notes to the Financial Statements (Continued)
Intangible Assets
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2022
Opening net book amount
7,493,878
38,267
5,161,939
12,694,084
Additions
Amortisation
2,487,327
(3,014,350)
-
-
-
-
2,487,327
(3,014,350)
-
-
-
Carrying amount at 30 June 2022
6,966,855
38,267
-
5,161,939
12,167,061
At 30 June 2022
Cost
Accumulated amortisation and
impairment
23,105,922
38,267
16,191,496
15,161,939
54,497,624
(16,139,067)
-
(16,191,496)
(10,000,000)
(42,330,563)
Carrying amount at 30 June 2022
6,966,855
38,267
-
5,161,939
12,167,061
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
Goodwill
$
Total
$
7,984,734
2,401,649
(2,892,505)
38,267
-
-
5,161,939
13,184,940
-
-
2,401,649
(2,892,505)
$
-
-
-
-
Carrying amount at 30 June 2021
7,493,878
38,267
5,161,939
12,694,084
Year ended 30 June 2021
Opening net book amount
Additions
Amortisation
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
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 for the current financial
year, 2022:
Platform
Adslot
Symphony
Capitalised Wages
R&D grants offsetting
capitalised wages
Net Capitalised
Wages
$
1,566,191
1,838,850
3,405,041
$
(323,027)
(594,687)
(917,714)
$
1,243,164
1,244,163
2,487,327
The following table shows the portion of platform development costs that are capitalised for the prior 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 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 (FY2021: $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. At 30 June 2021, the fair value attributable to the intellectual property was $5,932,006 and
accumulated amortisation was $5,932,006. During the year Directors decided to derecognise this fully
amortised asset.
QDC IP Technology (“QDC”) is creative ad building and video advertising technology. At 30 June 2021, the
fair value attributable to the intellectual property was $6,466,517 and accumulated amortisation was
$6,466,517. During the year Directors decided to derecognise this fully amortised asset.
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
(FY2021: $16,191,496). Accumulated amortisation of this asset at 30 June 2022 was $16,191,496 (FY2021:
$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. At 30 June 2021, the fair value attributable to the intellectual property was $455,231 and
accumulated amortisation was $455,231. During the year Directors decided to derecognise this fully amortised
asset.
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 2022 Annual Report
Adslot 2022 Annual Report 57
Adslot 2022 Annual Report
59
Notes to the Financial Statements (Continued)
10.
Intangible Assets (Continued)
Goodwill
The Goodwill balance relating to the acquisition of Facilitate has a carrying value of $5,161,939 (FY2021:
$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 a group of CGUs that is expected to
benefit from the acquisition. A summary of the carrying amount of goodwill and intangible assets with indefinite
useful lives is detailed below:
CGU
Combined CGU
2022
2021
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 CGU 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 CGU 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 2022 ($0.012);
•
• a 4x valuation multiple on EBITDA with a minimum of $100,000 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 2022.
(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.
straight-line basis.
Sensitivity Analysis has been performed using the July 2022 low price of $0.011, 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 $0.011, albeit with less headroom.
Calculations show that only when the share price falls below $0.008, 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.
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
Lease Liabilities
Current: Lease liability
Non-current: Lease liability
2022
$
238,706
344,296
6,483
2021
$
484,416
543,249
148,932
4,096,526
3,339,459
4,686,011
4,516,056
2022
370,979
$
-
370,979
2021
$
469,167
171,974
641,141
2022
$
495,488
1,659,944
2,155,432
2021
$
594,101
1,161,470
1,755,571
(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 2022, $343,279 of the contract liabilities at the start of the year of $469,167 was recognised
as revenue.
The leases for the office premises in Sydney and Melbourne are classified as leases under AASB 16. During the year
$990,725 was recognised as lease modifications in relation to the extension of the existing office lease for Melbourne.
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 2022 short term and low value leases that were not recognised as a liability represented a total
commitment of $130,748 (FY2021: $38,655) for the Group.
60
58 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 59
Notes to the Financial Statements (Continued)
10.
Intangible Assets (Continued)
Goodwill
The Goodwill balance relating to the acquisition of Facilitate has a carrying value of $5,161,939 (FY2021:
$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 a group of CGUs that is expected to
benefit from the acquisition. A summary of the carrying amount of goodwill and intangible assets with indefinite
useful lives is detailed below:
CGU
Combined CGU
2022
2021
Intangible assets
with indefinite
useful lives
$
-
Goodwill
$
5,161,939
Intangible assets
with indefinite
useful lives
$
-
Goodwill
$
5,161,939
(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 CGU 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 CGU attributed to goodwill, less
other net assets.
the goodwill is not impaired.
The directors have assessed the fair value having regard to a market-based approach and have determined
The most significant judgements and key assumptions pertaining to the calculation are:
•
•
the Group’s share price (ASX: ADS) as at 30 June 2022 ($0.012);
• a 4x valuation multiple on EBITDA with a minimum of $100,000 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 2022.
(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.
Sensitivity Analysis has been performed using the July 2022 low price of $0.011, 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 $0.011, albeit with less headroom.
Calculations show that only when the share price falls below $0.008, and all other variables remain constant,
There are no other material sensitivities involved in the directors’ determination of fair value using a market-
does a deficit occur.
based approach.
58 Adslot 2022 Annual Report
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
2022
$
238,706
2021
$
484,416
4,096,526
3,339,459
344,296
6,483
543,249
148,932
4,686,011
4,516,056
2022
$
370,979
-
370,979
2021
$
469,167
171,974
641,141
(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 2022, $343,279 of the contract liabilities at the start of the year of $469,167 was recognised
as revenue.
Lease Liabilities
Current: Lease liability
Non-current: Lease liability
2022
$
495,488
1,659,944
2,155,432
2021
$
594,101
1,161,470
1,755,571
The leases for the office premises in Sydney and Melbourne are classified as leases under AASB 16. During the year
$990,725 was recognised as lease modifications in relation to the extension of the existing office lease for Melbourne.
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 2022 short term and low value leases that were not recognised as a liability represented a total
commitment of $130,748 (FY2021: $38,655) for the Group.
Adslot 2022 Annual Report 59
Adslot 2022 Annual Report
61
Notes to the Financial Statements (Continued)
Provisions
Current: Employee benefits
Non-current: Employee benefits
Non-current: Provision for make good costs (i)
2022
$
670,717
544,303
138,930
683,233
2021
$
720,720
564,544
118,938
683,482
(i) present value of estimated make good costs for lease liabilities classified as leases under AASB 16.
Contributed equity
Ordinary Shares – Fully Paid
2,204,348,381
1,981,875,995
159,242,345
155,607,845
2022
Number
2021
Number
2022
$
2021
$
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. Adslot conducts
a poll for resolutions at annual general meetings (since 2019).
Movements in Paid-Up Capital
Date
Details
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
01-Jul-21
Balance (including Treasury shares)
20-Apr-22
Share Placement
10-May-22
Rights Issue
30-Jun-22
Less: Treasury shares
30-Jun-22
Balance
Number of
shares
Number
1,844,006,269
126,689,656
11,310,345
1,982,006,270
(130,275)
1,981,875,995
1,982,006,270
105,882,353
116,590,033
2,204,478,656
(130,275)
2,204,348,381
Issue
price
$
Capital
raising costs
$
Value
$
(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
(3,603,135)
155,620,312
$0.017
$0.017
(39,008)
(108,523)
1,760,992
1,873,508
(3,750,666)
159,254,812
-
(12,467)
(3,750,666)
159,242,345
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
Lapsed/Forfeited
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
the year
(Number)
Exercised
during
the year
(Number)
Balance at
end of
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
11,150,000
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
-
-
-
-
-
-
-
-
-
-
-
-
-
during
the year
(Number)
(3,000,000)
(5,600,000)
(23,500,000)
(11,400,000)
(4,000,000)
(2,050,000)
(4,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,050,000
9,100,000
8,000,000
8,000,000
18,000,000
2,500,000
9,500,000
6,250,000
6,000,000
2,500,000
38,800,000
132,700,000
Ordinary options
12/07/2024
0.028
23,375,000
(4,375,000)
-
19,000,000
Ordinary options
06/08/2024
0.034
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
Ordinary options
29/07/2025
Ordinary options
29/07/2025
Ordinary options
08/08/2025
Ordinary options
11/10/2025
0.041
0.041
0.028
0.040
0.018
-
-
-
-
9,500,000
6,250,000
6,000,000
2,500,000
Ordinary options
15/06/2026
-
38,800,000
127,575,000
63,050,000
(57,925,000)
62
60 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 61
Notes to the Financial Statements (Continued)
Provisions
Current: Employee benefits
Non-current: Employee benefits
Non-current: Provision for make good costs (i)
2022
$
670,717
544,303
138,930
683,233
2021
$
720,720
564,544
118,938
683,482
(i) present value of estimated make good costs for lease liabilities classified as leases under AASB 16.
Contributed equity
Ordinary Shares – Fully Paid
2,204,348,381
1,981,875,995
159,242,345
155,607,845
2022
Number
2021
Number
2022
$
2021
$
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
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to
the numbers of shares.
Options movements during the financial year are summarised below:
At the shareholders meeting each ordinary share is entitled to one vote when a poll is called. Adslot conducts
Issue Type
Expiry Date
a poll for resolutions at annual general meetings (since 2019).
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
the year
(Number)
Lapsed/Forfeited
during
the year
(Number)
Exercised
during
the year
(Number)
Balance at
end of
the year
(Number)
Movements in Paid-Up Capital
Date
Details
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
01-Jul-21
Balance (including Treasury shares)
20-Apr-22
Share Placement
10-May-22
Rights Issue
30-Jun-22
Less: Treasury shares
30-Jun-22
Balance
Number of
shares
Number
1,844,006,269
126,689,656
11,310,345
1,982,006,270
(130,275)
1,981,875,995
1,982,006,270
105,882,353
116,590,033
2,204,478,656
(130,275)
2,204,348,381
Issue
price
Capital
raising costs
$
$
Value
$
(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
(3,603,135)
155,620,312
$0.017
$0.017
(39,008)
(108,523)
1,760,992
1,873,508
(3,750,666)
159,254,812
-
(12,467)
(3,750,666)
159,242,345
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
11,150,000
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
23,375,000
Ordinary options
06/08/2024
0.034
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
Ordinary options
29/07/2025
Ordinary options
29/07/2025
Ordinary options
08/08/2025
Ordinary options
11/10/2025
Ordinary options
15/06/2026
0.041
0.041
0.028
0.040
0.018
-
-
-
-
9,500,000
6,250,000
6,000,000
2,500,000
-
38,800,000
(3,000,000)
(5,600,000)
(23,500,000)
(11,400,000)
(4,000,000)
-
(2,050,000)
(4,000,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,050,000
9,100,000
-
8,000,000
8,000,000
(4,375,000)
-
19,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
18,000,000
2,500,000
9,500,000
6,250,000
6,000,000
2,500,000
38,800,000
132,700,000
127,575,000
63,050,000
(57,925,000)
60 Adslot 2022 Annual Report
Adslot 2022 Annual Report 61
Adslot 2022 Annual Report
63
Notes to the Financial Statements (Continued)
Reserves
Reserves
Share–based payments reserve
Foreign currency translation reserve
Share–based payments reserve
Opening balance
Reclassification of vested options lapsed or expired to accumulated losses
Share-based payment expense - employees
Share-based payment expense – third party
Share-based payment expenses - directors
Closing balance
Foreign currency translation reserve
Opening balance
Movement on currency translation
Closing balance
Note
21
21
21
2022
$
909,047
294,800
2021
$
1,230,787
242,472
1,203,847
1,473,259
1,230,787
(644,066)
176,736
82,886
62,704
693,619
-
439,196
51,467
46,505
909,047
1,230,787
242,472
52,328
294,800
245,855
(3,383)
242,472
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.
64
62 Adslot 2022 Annual Report
Adslot 2022 Annual Report
2022
Cents
2021
Cents
2022
$
2021
$
2022
Number
2021
Number
Earnings Per Share
(a)
Basic earnings per share
(b) Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.23)
(0.33)
Loss attributable to the ordinary equity holders of the Group
(0.23)
(0.33)
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Loss from continuing operations attributable to the members of the Group used on
(4,647,402)
(6,280,774)
calculating basic and diluted earnings per share
(d) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
2,019,372,464
1,916,523,704
(e) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of diluted
2,019,372,464
1,916,523,704
EPS
(i) During FY2022 and FY2021 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.
122,694,726
125,438,425
2022
Number
2021
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
of the Group:
Other services
During the year the following fees were paid/payable to a related entity of the auditor
Taxation compliance, GroupM compliance audit and taxation advice (JobKeeper
157,807
112,085
grant, R&D Claim advise and transfer pricing)
2022
$
2021
$
131,150
122,500
288,957
234,585
Adslot 2022 Annual Report 63
Notes to the Financial Statements (Continued)
Reserves
Reserves
Share–based payments reserve
Foreign currency translation reserve
Share–based payments reserve
Opening balance
Share-based payment expense - employees
Share-based payment expense – third party
Share-based payment expenses - directors
Closing balance
Foreign currency translation reserve
Opening balance
Movement on currency translation
Closing balance
Note
21
21
21
2022
$
909,047
294,800
2021
$
1,230,787
242,472
1,203,847
1,473,259
909,047
1,230,787
1,230,787
(644,066)
176,736
82,886
62,704
242,472
52,328
294,800
693,619
-
439,196
51,467
46,505
245,855
(3,383)
242,472
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.
Reclassification of vested options lapsed or expired to accumulated losses
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Earnings Per Share
(a)
Basic earnings per share
2022
Cents
2021
Cents
Loss attributable to the ordinary equity holders of the Group
(0.23)
(0.33)
(b) Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.23)
(0.33)
2022
$
2021
$
Loss from continuing operations attributable to the members of the Group used on
calculating basic and diluted earnings per share
(4,647,402)
(6,280,774)
(d) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
2,019,372,464
1,916,523,704
(e) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of diluted
EPS
2,019,372,464
1,916,523,704
2022
Number
2021
Number
(i) During FY2022 and FY2021 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.
122,694,726
125,438,425
2022
Number
2021
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, R&D Claim advise and transfer pricing)
2022
$
2021
$
131,150
122,500
157,807
112,085
288,957
234,585
62 Adslot 2022 Annual Report
Adslot 2022 Annual Report 63
Adslot 2022 Annual Report
65
Notes to the Financial Statements (Continued)
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)
Mr Tom Triscari (Executive Director) (ii)
(i) Mr Barlow was the Executive Chairman until 28 July 2021.
(ii) Mr Triscari was appointed as a non-executive director on 9 August 2021 and Executive Director, Head of
Corporate Development and Interim Chief Financial Officer on 6 April 2022.
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:
2022
Name
Ms Felicity Conlan
Mr Tom Peacock
Position
Chief Financial Officer and Company Secretary
Chief Commercial Officer
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other long-term employee benefits
Share-based payments
Total compensation
2022
$
1,181,604
93,431
18,356
154,461
2021
$
956,202
80,892
11,183
351,758
1,447,852
1,400,035
There were 8 key management personnel throughout FY2022 some of whom have a part year of service
(FY2021:7).
An adjustment of $37,228 was made to the FY2021 comparative to increase Share-based payments. The
amount previously reported for Share-based payments in FY2021 was $314,530. This adjustment corrects an
error in the expense allocation method.
Business Acquisitions:
There were no related party transactions during the year ended 30 June 2022.
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.
or the Group.
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.
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:
Balance at
Granted
Forfeited
Lapsed
Balance at
Exercise
start of the
during
during the
during the
Price
year
the year
year
year
Exercised
during the
year
Vested and
exercisable
end of the
at the end of
year
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Grant
Date
Expiry
Date
05/10/17
04/10/21
0.073
3,000,000
-
- (3,000,000)
26/11/17
25/11/21
0.060
5,600,000
- (1,250,000) (4,350,000)
26/02/18
25/02/22
0.035
23,500,000
-
- (23,500,000)
16/05/18
15/05/22
0.034
11,400,000
- (800,000) (10,600,000)
28/05/18
27/05/22
0.036
4,000,000
- (4,000,000)
-
-
-
-
-
-
-
30/01/19
30/01/23
0.060
5,050,000
-
-
5,050,000
5,050,000
03/09/19
02/09/23
0.041
11,150,000
- (2,050,000)
-
9,100,000
6,066,673
13/12/19
12/12/23
0.045
4,000,000
- (4,000,000)
-
-
-
30/01/20
29/01/24
0.032
8,000,000
-
-
-
8,000,000
8,000,000
13/07/20
12/07/24
0.028 23,375,000
- (4,375,000)
-
19,000,000
6,333,363
07/08/20
06/08/24
0.034
18,000,000
-
-
-
-
18,000,000
14,000,000
30/07/21
29/07/25
16/06/22
15/06/26
0.041
0.018
-
9,500,000
-
-
-
9,500,000
- 38,800,000
-
-
-
38,800,000
Total
117,075,000 48,300,000
(12,475,000) (45,450,000)
107,450,000
39,450,036
Weighted average exercise
price
$0.037
$0.022
$0.039
$0.040
$0.029
$0.037
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Transactions with Directors and their personally related entities:
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
During the year the Company earned revenue of $7,960 (FY2021: $25,888) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
During the year the Company paid $1,688 as underwriting fees to a company connected to Mr Andrew Barlow,
for underwriting the successful capital raise through an entitlement offer. The amount paid was equal to sub-
underwriting fees paid by Mr Barlow’s company to sub-underwriters that were not a related party of the
Company. Mr Barlow’s entity otherwise was not paid an underwriting fee.
There were no other transactions with Directors and their personally related entities for the financial years
ending 30 June 2022 and 30 June 2021.
the year ended 30 June 2022 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 22-1
OP # 22-2
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
16/06/22
15/06/25
0.018
0.012
80.73%
2.71%
66
64 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 65
Notes to the Financial Statements (Continued)
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)
Mr Tom Triscari (Executive Director) (ii)
(i) Mr Barlow was the Executive Chairman until 28 July 2021.
(ii) Mr Triscari was appointed as a non-executive director on 9 August 2021 and Executive Director, Head of
Corporate Development and Interim Chief Financial Officer on 6 April 2022.
Other key management personnel
Name
Ms Felicity Conlan
Mr Tom Peacock
Position
Chief Financial Officer and Company Secretary
Chief Commercial Officer
Key management personnel compensation
2022
$
1,181,604
93,431
18,356
154,461
2021
$
956,202
80,892
11,183
351,758
1,447,852
1,400,035
Short-term employee benefits
Post-employment benefits
Other long-term employee benefits
Share-based payments
Total compensation
(FY2021:7).
error in the expense allocation method.
Business Acquisitions:
There were 8 key management personnel throughout FY2022 some of whom have a part year of service
An adjustment of $37,228 was made to the FY2021 comparative to increase Share-based payments. The
amount previously reported for Share-based payments in FY2021 was $314,530. This adjustment corrects an
There were no related party transactions during the year ended 30 June 2022.
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $7,960 (FY2021: $25,888) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
During the year the Company paid $1,688 as underwriting fees to a company connected to Mr Andrew Barlow,
for underwriting the successful capital raise through an entitlement offer. The amount paid was equal to sub-
underwriting fees paid by Mr Barlow’s company to sub-underwriters that were not a related party of the
Company. Mr Barlow’s entity otherwise was not paid an underwriting fee.
There were no other transactions with Directors and their personally related entities for the financial years
ending 30 June 2022 and 30 June 2021.
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.
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:
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:
2022
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Forfeited
during the
year
Lapsed
during the
year
Exercised
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
-
- (3,000,000)
26/11/17
25/11/21
0.060
5,600,000
- (1,250,000) (4,350,000)
26/02/18
25/02/22
0.035
23,500,000
-
- (23,500,000)
16/05/18
15/05/22
0.034
11,400,000
- (800,000) (10,600,000)
28/05/18
27/05/22
0.036
4,000,000
30/01/19
30/01/23
0.060
5,050,000
-
-
- (4,000,000)
-
-
03/09/19
02/09/23
0.041
11,150,000
- (2,050,000)
-
13/12/19
12/12/23
0.045
4,000,000
- (4,000,000)
-
30/01/20
29/01/24
0.032
8,000,000
-
-
-
13/07/20
12/07/24
0.028 23,375,000
- (4,375,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
5,050,000
5,050,000
9,100,000
6,066,673
-
-
8,000,000
8,000,000
19,000,000
6,333,363
07/08/20
06/08/24
0.034
18,000,000
-
-
-
-
18,000,000
14,000,000
30/07/21
29/07/25
16/06/22
15/06/26
0.041
0.018
-
9,500,000
-
-
-
9,500,000
- 38,800,000
-
-
-
38,800,000
-
-
Total
117,075,000 48,300,000
(12,475,000) (45,450,000)
Weighted average exercise
price
$0.037
$0.022
$0.039
$0.040
-
-
107,450,000
39,450,036
$0.029
$0.037
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2022 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant date share value $
Expected Volatility
Risk Free Interest rate
OP # 22-1
OP # 22-2
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
16/06/22
15/06/25
0.018
0.012
80.73%
2.71%
64 Adslot 2022 Annual Report
Adslot 2022 Annual Report 65
Adslot 2022 Annual Report
67
Notes to the Financial Statements (Continued)
21. Share-Based Payments (Continued)
2021
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Forfeited
during the
year
Lapsed
during the
year
Exercised
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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(550,000)
-
-
13/07/20
12/07/24
0.028
- 25,625,000
(2,250,000)
07/08/20
06/08/24
0.034
- 18,000,000
-
Total
76,250,000 43,625,000
(2,800,000)
Weighted average exercise
price
$0.042
$0.030
$0.031
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
11,150,000
3,716,679
4,000,000
4,000,000
8,000,000
4,000,000
23,375,000 -
- 18,000,000 12,000,000
-
117,075,000 76,266,679
-
$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 $
Expected Volatility
Risk Free Interest rate
OP # 21-1
OP # 21-2
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%
Equity Based Payments
2022
On 30 July 2021 the Group granted 6,250,000 new Options under mandate to a third party as consideration
for services provided. The Options were vested on issue and have an expiry date of 29 July 2025.
Balance at
Granted
Forfeited
Lapsed
Balance at
Exercise
start of the
during
during the
during the
Price
year
the year
year
year
Exercised
during the
year
Vested and
exercisable
end of the
at the end of
year
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Grant
Date
Expiry
Date
30/01/20
15/12/22
0.044
8,000,000
-
30/07/21
29/07/25
0.041
-
6,250,000
Weighted average exercise
price
$0.044
$0.041
-
-
-
-
-
-
-
-
-
-
-
-
8,000,000
8,000,000
6,250,000
6,250,000
$0.043
$0.043
Total
8,000,000
6,250,000
14,250,000
14,250,000
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
2021
EOP # 22-1
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
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.
Grant
Date
Expiry
Date
Balance at
Granted
Forfeited
Lapsed
Exercise
start of the
during
during the
during the
Exercised
during the
Balance at
end of the
Price
year
the year
year
year
year
year
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Vested and
exercisable
at the end of
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 # 21-1
30/01/20
15/12/22
0.044
0.032
63.79%
0.88%
68
66 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 67
Notes to the Financial Statements (Continued)
21. Share-Based Payments (Continued)
2021
Balance at
Granted
Forfeited
Lapsed
Balance at
Exercise
start of the
during
during the
during the
Price
year
the year
year
year
Exercised
during the
year
Vested and
exercisable
end of the
at the end of
year
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
13/12/19
12/12/23
30/01/20
29/01/24
0.045
0.032
4,000,000
8,000,000
-
-
-
-
-
-
-
-
-
03/09/19
02/09/23
0.041
11,700,000
(550,000)
-
-
-
-
-
-
-
-
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
11,150,000
3,716,679
4,000,000
4,000,000
8,000,000
4,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
13/07/20
12/07/24
0.028
- 25,625,000
(2,250,000)
23,375,000 -
07/08/20
06/08/24
0.034
- 18,000,000
-
- 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 $
Expected Volatility
Risk Free Interest rate
OP # 21-1
OP # 21-2
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%
Equity Based Payments
2022
On 30 July 2021 the Group granted 6,250,000 new Options under mandate to a third party as consideration
for services provided. The Options were vested on issue and have an expiry date of 29 July 2025.
Exercise
Price
Balance at
start of the
year
Granted
during
the year
Forfeited
during the
year
Lapsed
during the
year
Exercised
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
30/07/21
29/07/25
0.044
0.041
8,000,000
-
-
6,250,000
Total
8,000,000
6,250,000
Weighted average exercise
price
$0.044
$0.041
-
-
-
-
-
-
-
-
-
-
-
-
8,000,000
8,000,000
6,250,000
6,250,000
14,250,000
14,250,000
$0.043
$0.043
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
2021
EOP # 22-1
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
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
Forfeited
during the
year
Lapsed
during the
year
Exercised
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 # 21-1
30/01/20
15/12/22
0.044
0.032
63.79%
0.88%
66 Adslot 2022 Annual Report
Adslot 2022 Annual Report 67
Adslot 2022 Annual Report
69
-
6,000,000
-
-
17/12/20
16/12/24
0.043
2,500,000
-
-
-
09/08/21
08/08/25
12/10/21
11/10/25
0.028
0.040
-
-
2,500,000
2,500,000
6,000,000
-
- 2,500,000
-
-
- 2,500,000
1,250,000
Notes to the Financial Statements (Continued)
21. Share-Based Payments (Continued)
Non-Executive Director Options
The Group grants options to non-executive directors under LR 10.11 subject to approval at the AGM.
2022
As part of his appointment 6,000,000 options were granted to a director in August 2021. Options are to acquire
fully paid ordinary shares, at an exercise price of $0.028, with an expiry date of 08 August 2025. 2,000,000
Options to vest on the first-year anniversary of the issue date. The remaining 4,000,000 Options to vest in
eight equal tranches of 500,000 Options at the end of each three-month period thereafter.
A grant of 2,500,000 Options to a director was approved at the AGM that was held on 23 November 2021.
Options are to acquire fully paid ordinary shares, at an exercise price of $0.040 with an expiry date of 11
October 2025. 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
Forfeited
during the
year
Lapsed
during the
year
Exercised
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
2021
the grant date.
A grant of 2,500,000 Options to a director 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
Grant
Date
Expiry
Date
Balance at
Granted
Forfeited
Lapsed
Exercise
start of the
during
during the
during the
Exercised
during the
Balance at
end of the
Price
year
the year
year
year
year
year
the year
$
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
(Number)
Vested and
exercisable
at the end of
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
Accounting gain on lease modifications and make good provision
Reversal of provision for impairment of FY2016 R&D receivables
Loss for the year after income tax
Add/(less) non-cash and other items
Depreciation and amortisation
Impairment of Goodwill
Share-based payment
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
2022
$
2021
$
(4,647,402)
(6,280,774)
3,642,837
3,596,794
322,326
537,168
-
-
(1,527,734)
27,667
530
(58,066)
(974,924)
(78,542)
-
-
(19,085)
1,920
106,925
(633,774)
943,794
760,646
(17,518)
1,715,535
(2,288,490)
(293,187)
During the financial year, the company entered into the following non-cash investing and financing transactions
(which are not included in the statement of cash flows). A lease modification resulting in the recognition of
additional lease assets and corresponding lease liabilities of $990,725 (FY2021: $1,766,422 new lease). Refer
notes 9 and 13 for further details.
Total
2,500,000
8,500,000
Weighted average exercise
price
$0.043
$0.032
-
-
-
-
-
-
11,000,000
3,750,000
$0.034
$0.042
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 # 22-1
DOP # 22-2
09/08/21
08/08/25
0.028
0.028
73.27%
0.02%
12/10/21
11/10/25
0.040
0.028
65.07%
0.69%
70
68 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 69
Notes to the Financial Statements (Continued)
21. Share-Based Payments (Continued)
Non-Executive Director Options
The Group grants options to non-executive directors under LR 10.11 subject to approval at the AGM.
2022
As part of his appointment 6,000,000 options were granted to a director in August 2021. Options are to acquire
fully paid ordinary shares, at an exercise price of $0.028, with an expiry date of 08 August 2025. 2,000,000
Options to vest on the first-year anniversary of the issue date. The remaining 4,000,000 Options to vest in
eight equal tranches of 500,000 Options at the end of each three-month period thereafter.
A grant of 2,500,000 Options to a director was approved at the AGM that was held on 23 November 2021.
Options are to acquire fully paid ordinary shares, at an exercise price of $0.040 with an expiry date of 11
October 2025. 50% of the options vest six months after the grant date and the balance vest on the first
anniversary of the grant date.
Balance at
Granted
Forfeited
Lapsed
Balance at
Exercise
start of the
during
during the
during the
Price
year
the year
year
year
Exercised
during the
year
Vested and
exercisable
end of the
at the end of
year
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
2,500,000
09/08/21
08/08/25
0.028
-
6,000,000
-
-
6,000,000
-
12/10/21
11/10/25
0.040
- 2,500,000
-
-
- 2,500,000
1,250,000
-
-
-
-
-
-
-
-
-
-
11,000,000
3,750,000
$0.034
$0.042
Total
2,500,000
8,500,000
Weighted average exercise
price
$0.043
$0.032
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 # 22-1
DOP # 22-2
09/08/21
08/08/25
0.028
0.028
73.27%
0.02%
12/10/21
11/10/25
0.040
0.028
65.07%
0.69%
2021
A grant of 2,500,000 Options to a director 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
Forfeited
during the
year
Lapsed
during the
year
Exercised
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
Reversal of provision for impairment of FY2016 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
2022
$
2021
$
(4,647,402)
(6,280,774)
3,642,837
3,596,794
-
-
(78,542)
-
322,326
537,168
(1,527,734)
27,667
530
(58,066)
(974,924)
-
(19,085)
1,920
106,925
(633,774)
943,794
760,646
(17,518)
1,715,535
(2,288,490)
(293,187)
During the financial year, the company entered into the following non-cash investing and financing transactions
(which are not included in the statement of cash flows). A lease modification resulting in the recognition of
additional lease assets and corresponding lease liabilities of $990,725 (FY2021: $1,766,422 new lease). Refer
notes 9 and 13 for further details.
68 Adslot 2022 Annual Report
Adslot 2022 Annual Report 69
Adslot 2022 Annual Report
71
Notes to the Financial Statements (Continued)
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.
obligations.
(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(e). The Group does not have formal policies that address the risks associated with changes in interest rates
or changes in fair values of 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)
2022
$
5,951,807
4,552,666
2021
$
6,826,853
4,040,885
10,504,473
10,867,738
(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
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 2022, 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
2022
$
4,686,011
495,488
5,181,499
1,659,944
6,841,443
2021
$
4,516,056
594,101
5,110,157
1,161,470
6,271,627
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 2022
Total Exposure
30 June 2021
USD
A$
GBP
A$
EUR
A$
NZD
A$
CNY
A$
MYR
A$
Financial Assets
4,830,663
330,531
520,410
2,841
35,349
1,978
Financial Liabilities
(3,527,787)
(570,230)
(227,394)
(1,212)
(40,100)
-
1,302,876
(239,699)
293,016
1,629
(4,751)
1,978
Financial Assets
7,096,216
329,778
501,342
Financial Liabilities
(3,004,410)
(419,207)
(236,732)
Total Exposure
4,091,806
(89,429)
264,610
5,436
(1,905)
3,531
32,770
(32,863)
3,089
-
(93)
3,089
72
70 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 71
Notes to the Financial Statements (Continued)
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.
Risk Committee and Board.
Financial risk management is carried out by the Chief Financial Officer with oversight provided by the Audit &
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
Disclosures relating to foreign currency risks are covered in Note 23(d) and interest rate risk is covered in Note
23(e). The Group does not have formal policies that address the risks associated with changes in interest rates
or changes in fair values of financial assets.
(a) Market risks
cash equivalents.
(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)
2022
$
5,951,807
4,552,666
2021
$
6,826,853
4,040,885
10,504,473
10,867,738
(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 2022, 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
2022
$
4,686,011
495,488
5,181,499
1,659,944
6,841,443
2021
$
4,516,056
594,101
5,110,157
1,161,470
6,271,627
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$
NZD
A$
CNY
A$
MYR
A$
30 June 2022
Financial Assets
4,830,663
330,531
520,410
2,841
35,349
1,978
Financial Liabilities
(3,527,787)
(570,230)
(227,394)
(1,212)
(40,100)
-
Total Exposure
30 June 2021
1,302,876
(239,699)
293,016
1,629
(4,751)
1,978
Financial Assets
7,096,216
329,778
501,342
Financial Liabilities
(3,004,410)
(419,207)
(236,732)
Total Exposure
4,091,806
(89,429)
264,610
5,436
(1,905)
3,531
32,770
(32,863)
3,089
-
(93)
3,089
70 Adslot 2022 Annual Report
Adslot 2022 Annual Report 71
Adslot 2022 Annual Report
73
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
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 2022 (30 June 2021:10%).
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 2022
USD
A$
GBP
A$
EUR
A$
Impact on Profit
(100,046)
37,544
(23,881)
Impact on Reserves
(18,397)
(15,753)
(2,757)
Impact on Equity
(118,443)
21,791
(26,638)
+10%
NZD
A$
-
(148)
(148)
30 June 2021
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)
30 June 2022
Impact on Profit
USD
A$
GBP
A$
122,279
(45,887)
Impact on Reserves
22,485
19,254
Impact on Equity
144,764
(26,633)
EUR
A$
29,188
3,369
32,557
30 June 2021
Impact on Profit
422,786
(27,932)
32,339
Impact on Reserves
31,859
17,995
(2,938)
Impact on Equity
454,645
(9,937)
29,401
(321)
(321)
-10%
NZD
A$
-
181
181
-
392
392
CNY
A$
-
432
432
-
8
8
CNY
A$
-
(528)
(528)
MYR
A$
(180)
Total
A$
(86,563)
-
(36,623)
(180)
(123,186)
(281)
(349,802)
-
(38,700)
(281)
(388,502)
MYR
A$
220
Total
A$
105,800
-
44,761
220
150,561
-
343
427,536
(10)
(10)
-
47,298
343
474,834
(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:
(cid:3)
30 June 2022
30 June 2021
+1%
$
40,283
24,397
-1%
$
(9,000)
(7,460)
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.
74
72 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 73
(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:
(cid:3)
30 June 2022
30 June 2021
+1%
$
40,283
24,397
-1%
$
(9,000)
(7,460)
This is mainly attributable to the Group’s exposure to interest rate on its bank balances bearing interest.
(345,915)
22,853
(26,459)
-
(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.
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
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 2022 (30 June 2021:10%).
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 2022
USD
A$
GBP
A$
EUR
A$
Impact on Profit
(100,046)
37,544
(23,881)
Impact on Reserves
(18,397)
(15,753)
(2,757)
Impact on Equity
(118,443)
21,791
(26,638)
30 June 2021
Impact on Profit
Impact on Reserves
(26,067)
(14,723)
2,403
Impact on Equity
(371,982)
8,130
(24,056)
30 June 2022
Impact on Profit
USD
A$
GBP
A$
122,279
(45,887)
Impact on Reserves
22,485
19,254
Impact on Equity
144,764
(26,633)
EUR
A$
29,188
3,369
32,557
CNY
A$
-
432
432
-
8
8
CNY
A$
-
(528)
(528)
MYR
A$
(180)
Total
A$
(86,563)
-
(36,623)
(180)
(123,186)
(281)
(349,802)
-
(38,700)
(281)
(388,502)
MYR
A$
220
Total
A$
105,800
-
44,761
220
150,561
30 June 2021
Impact on Profit
422,786
(27,932)
32,339
-
343
427,536
Impact on Reserves
31,859
17,995
(2,938)
Impact on Equity
454,645
(9,937)
29,401
(10)
(10)
-
47,298
343
474,834
+10%
NZD
A$
-
(148)
(148)
(321)
(321)
-10%
NZD
A$
-
181
181
-
392
392
72 Adslot 2022 Annual Report
Adslot 2022 Annual Report 73
Adslot 2022 Annual Report
75
Notes to the Financial Statements (Continued)
Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2022. 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
2022
$
2,883,709
2021
$
1,010,899
24,878,021
45,694,374
27,761,730
46,705,273
641,722
1,798,873
2,440,595
849,460
1,280,407
2,129,867
159,254,812
155,620,312
909,046
1,230,785
(134,842,723)
(112,275,691)
25,321,135
44,575,406
(22,567,032)
(5,436,684)
(22,567,032)
(5,436,684)
The recoverable amount of non-current assets, which consists primarily of investments in subsidiaries and
receivables from subsidiaries, was subjected to impairment testing. Impairment charges – comprising
movements in expected credit loss reserves and impairment of investments in subsidiaries – totalling
$21,204,917 were recorded in the current year. These transactions were eliminated upon consolidation and
do not impact the Group results.
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
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.
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 Pty Limited (i)
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
Ordinary Share Consolidated
Incorporation
Equity Interest
2022
%
2021
%
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
China
United Kingdom
United States
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.
(i) In June 2022 Symphony International Solutions Pty Limited converted from a Limited to Pty Ltd company.
76
74 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Adslot 2022 Annual Report 75
2022
$
2021
$
2,883,709
1,010,899
24,878,021
45,694,374
27,761,730
46,705,273
641,722
1,798,873
2,440,595
849,460
1,280,407
2,129,867
159,254,812
155,620,312
909,046
1,230,785
(134,842,723)
(112,275,691)
25,321,135
44,575,406
(22,567,032)
(5,436,684)
(22,567,032)
(5,436,684)
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 Pty Limited (i)
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
2022
%
2021
%
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.
(i) In June 2022 Symphony International Solutions Pty Limited converted from a Limited to Pty Ltd company.
Notes to the Financial Statements (Continued)
Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2022. 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
The recoverable amount of non-current assets, which consists primarily of investments in subsidiaries and
receivables from subsidiaries, was subjected to impairment testing. Impairment charges – comprising
movements in expected credit loss reserves and impairment of investments in subsidiaries – totalling
$21,204,917 were recorded in the current year. These transactions were eliminated upon consolidation and
do not impact the Group results.
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
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.
74 Adslot 2022 Annual Report
Adslot 2022 Annual Report 75
Adslot 2022 Annual Report
77
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 33 to 75 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 2022 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 26 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
29 August 2022
78
76 Adslot 2022 Annual Report
Adslot 2022 Annual Report
Grant Thornton Audit Pty Ltd
Melbourne VIC 3008
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
GPO Box 4736
Level 22 Tower 5
Melbourne VIC 3001
Collins Square
727 Collins Street
T +61 3 8320 2222
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
Independent Auditor’s Report
To the Members of Adslot Limited
Report on the audit of the financial report
Auditor’s Independence Declaration
Opinion
We have audited the financial report of Adslot Limited (the Company) and its subsidiaries (the Group), which
To the Directors of Adslot Limited
comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
profit or loss and other comprehensive income, consolidated statement of changes in equity and
of
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.
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
have been:
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
a giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance
for the year ended on that date; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
Grant Thornton Audit Pty Ltd
Chartered Accountants
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 (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
E W Passaris
our other ethical responsibilities in accordance with the Code.
Partner – Audit & Assurance
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
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
Melbourne, 29 August 2022
opinion.
Key audit matters
matters.
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 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
ACN-130 913 594
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited 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
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
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
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
Legislation.
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
w
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
#7974567v1w
Directors’ Declaration
Independent Auditor’s Report
(b) give a true and fair view of the Company’s financial position as at 30 June 2022 and of its performance,
as represented by the results of its operations and its cash flows, for the financial year ended on that
Independent Auditor’s Report
To the Members of Adslot Limited
Report on the audit of the financial report
Auditor’s Independence Declaration
Opinion
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
Grant Thornton Audit Pty Ltd
GPO Box 4736
Level 22 Tower 5
Melbourne VIC 3001
Collins Square
727 Collins Street
T +61 3 8320 2222
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
To the Directors of Adslot Limited
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 2022, the consolidated statement of
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
profit or loss and other comprehensive income, consolidated statement of changes in equity and
of
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.
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
have been:
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act
2001, including:
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
a giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its performance
for the year ended on that date; and
b no contraventions of any applicable code of professional conduct in relation to the audit.
b complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
Grant Thornton Audit Pty Ltd
Chartered Accountants
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 (including Independence
Standards) (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled
our other ethical responsibilities in accordance with the Code.
E W Passaris
Partner – Audit & Assurance
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Melbourne, 29 August 2022
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.
www.grantthornton.com.au
ACN-130 913 594
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 33 to 75 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;
date; and
In the directors’ opinion:
(c) the Company has included in the notes to the financial statements an explicit and unreserved
statement of compliance with International Financial Reporting Standards.
(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 26 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
29 August 2022
76 Adslot 2022 Annual Report
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 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
ACN-130 913 594
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited 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
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
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
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited is a member firm of Grant Thornton International Ltd (GTIL).
Legislation.
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
w
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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
Adslot 2022 Annual Report 77
Adslot 2022 Annual Report
#7974567v1w
79
Independent Auditor’s Report Page 2
Independent Auditor’s Report Page 3
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
$12,167,061 at 30 June 2022.
Our procedures included, amongst others:
•
AASB 136;
• Reviewing the impairment model for compliance with
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
Assessing management's determination of the Group's
cash-generating units based on our understanding of the
nature of the Group's business, how management
monitors the entity’s operations and reports to those
charged with governance;
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 asset’s recoverable amount.
Where the carrying amount exceeds the recoverable
Auditor’s Independence Declaration
amount, an impairment charge should be recognised.
In addition, goodwill is required to be tested annually
for impairment.
To the Directors of Adslot Limited
The Group assessed the assets’ recoverable amount
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
using the fair value less cost of disposal approach.
of
•
This area is a key audit matter as impairment testing of
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
goodwill and intangible assets requires a high degree
have been:
of estimation and judgement by management. In
addition, there is subjectivity involved relating to
assumptions and key inputs.
Reviewing relevant disclosures for adequacy in the financial
statements.
Testing the mathematical accuracy and appropriateness
of the methodology of the underlying model calculations;
Performing a sensitivity analysis of the key assumptions
in the model; and
Assessing the reasonableness of inputs and assumptions
used in the model prepared by management;
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
T +61 3 8320 2222
the audit; and
•
•
Research and development grants and capitalised wages
b no contraventions of any applicable code of professional conduct in relation to the audit.
b no contraventions of any applicable code of professional conduct in relation to the audit.
Note 8 and Note 10
During the year ended 30 June 2022, the Group
recognised $2.5 million relating to capitalised
development costs as intangible assets. In addition, the
Group has recognised a receivable for associated
research and development (R&D) grants to the value of
Grant Thornton Audit Pty Ltd
$1.2 million under the R&D Tax Incentive Scheme from
Chartered Accountants
AusIndustry, 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.
As such, there is a risk that the criteria for capitalisation
E W Passaris
in accordance with AASB 138 Intangible Assets costs
Partner – Audit & Assurance
are not achieved.
Melbourne, 29 August 2022
Under AASB 120 Accounting for Government Grants
and Disclosure of Government Assistance, grants
received relating to capitalised costs must be offset
against the capitalised amount, while grants relating to
costs not capitalised are to be recognised as income.
Estimated R&D grant claims pertaining to costs
incurred during the 2022 financial year and 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.
•
•
•
•
•
•
•
•
•
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 138;
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 standard AASB 138;
Testing the mathematical accuracy of R&D grant claims
accrued;
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 FY22 receivable for compliance with the tax
legislation; and
Grant Thornton Audit Pty Ltd
Chartered Accountants
E W Passaris
Partner – Audit & Assurance
Melbourne, 29 August 2022
Assessing the appropriateness of the disclosures in the
financial statements.
This area is a key audit matter given the subjectivity
and management judgement applied in assessing
www.grantthornton.com.au
whether costs meet the recognition criteria of AASB
ACN-130 913 594
138 and meet the recognition requirements of the R&D
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
Tax Incentive Scheme.
‘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 Limited is a member firm of Grant Thornton International Ltd (GTIL).
#7974538v1
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
Grant Thornton Australia Limited 75
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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
78 Adslot 2022 Annual Report
Legislation.
(cid:3)
#7974567v1w
80
Adslot 2022 Annual Report
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
T +61 3 8320 2222
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
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
of
have been:
the audit; and
www.grantthornton.com.au
ACN-130 913 594
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited 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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Adslot 2022 Annual Report 79
Legislation.
#7974567v1w
Independent Auditor’s Report Page 2
Independent Auditor’s Report Page 3
Revenue Recognition
Note 3
The Group derives revenue by rendering services
performed under the terms of the contractual
agreements.
Our procedures included, amongst others:
• Reviewing revenue recognition policies to assess
•
compliance with AASB 15 Revenues from Contracts with
Customers;
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
• Reviewing a sample of customer contracts to ensure
Performing non-substantive analytical procedures over
revenue balances;
Determining the appropriate revenue recognition
methods for multiple contractual agreements can be
complex and involves management judgment, which
includes determining each performance obligation
within contracts, allocating consideration to individual
performance obligations and identifying when
performance obligations are satisfied so revenue can
Auditor’s Independence Declaration
be recognised.
The area is a key audit matter due to the application of
To the Directors of Adslot Limited
judgement to the contractual arrangements with
customers.
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
•
of
Selecting a sample of revenue transactions and
examining supporting information, including invoices,
contracts, and subsequent receipts, among others, to test
occurrence, cut-off, accuracy and recognition of revenue;
Reviewing contract liabilities and publisher liability
accounts to ensure these are appropriately treated;
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
have been:
T +61 3 8320 2222
revenue is being appropriately recognised;
Assessing the adequacy of the Group’s disclosures within
the financial statements.
•
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
Going concern
the audit; and
Note 1 (c)
b no contraventions of any applicable code of professional conduct in relation to the audit.
As set out in Note 1 (c) of the financial report, a delay
in expected growth in revenues, and/or a delay in
payment of the FY2022 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
Grant Thornton Audit Pty Ltd
business.
Chartered Accountants
Cash flow forecasts prepared by management indicate
that there are sufficient cash reserves to continue to
support management’s going concern assessment.
This is a key audit matter due to the uncertainty in
E W Passaris
relation to profitability of the business.
Partner – Audit & Assurance
Melbourne, 29 August 2022
Our procedures included, amongst others:
• Collating the results of our inquiries, observations,
analytical procedures and other procedures in order to
form a conclusion on whether the Group's ability to
continue as a going concern is still present through the
year end;
•
•
•
Obtaining management's 12 month cash flow forecast
from the date of opinion issuance;
Verifying the cash flow forecast model is mathematically
accurate;
Ensuring key assumptions and inputs of the model are
reasonable and supportable;
• Performing a sensitivity analysis on the key assumptions
and inputs within the model;
•
•
Reviewing subsequent events which impact the going
concern assumption; and
Assessing the adequacy of the disclosures in 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 2022, but does not include the financial report and our
auditor’s report thereon.
www.grantthornton.com.au
ACN-130 913 594
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘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 Limited is a member firm of Grant Thornton International Ltd (GTIL).
#7974538v1
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
Grant Thornton Australia Limited 76
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 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
Legislation.
(cid:3)
Adslot 2022 Annual Report 79
Adslot 2022 Annual Report
81
#7974567v1w
78 Adslot 2022 Annual Report
Independent Auditor’s Report Page 4
Corporate Governance Statement
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.
T +61 3 8320 2222
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Melbourne VIC 3001
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a
Auditor’s Independence Declaration
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
To the Directors of Adslot Limited
alternative but to do so.
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
Auditor’s responsibilities for the audit of the financial report
of
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
Adslot Limited for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
have been:
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to
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.
b no contraventions of any applicable code of professional conduct in relation to the audit.
the audit; and
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_2020.pdf.This
description forms part of our auditor’s report.
Report on the remuneration report
Grant Thornton Audit Pty Ltd
Chartered Accountants
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 18 to 26 of the Directors’ report for the year
ended 30 June 2022.
In our opinion, the Remuneration Report of Adslot Limited, for the year ended 30 June 2022 complies with
section 300A of the Corporations Act 2001.
E W Passaris
Partner – Audit & Assurance
Melbourne, 29 August 2022
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
www.grantthornton.com.au
ACN-130 913 594
E W Passaris
Partner – Audit & Assurance
Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related entity of Grant Thornton Australia Limited ABN 41 127 556 389 ACN 127 556 389.
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
Melbourne, 29 August 2022
refers to one or more member firms, as the context requires. Grant Thornton Australia Limited 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
Grant Thornton Australia Limited 77
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
80 Adslot 2022 Annual Report
Legislation.
Adslot 2022 Annual Report
82
#7974567v1w
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 15 August 2022.
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
(50,000 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
J & M BARLOW PENSION FUND+
DAWNIE DIXON PTY LTD
MR ANDREW BARLOW
INVIA CUSTODIAN PTY LIMITED
CAPITAL ACCRETION PTY LTD
ZERO NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
AMBLESIDE VENTURES PTY LTD
SAPEAME PTY LTD
STOCK RANGE PTY LTD
14 MR PETER STANKOVIC
CHARMED5 PTY LTD
1
2
3
4
5
6
7
8
9
10
11
12
13
15
17
18
19
16 MR DAVID WILLIAM HOLZWORTH + MRS JANE ELIZABETH HOLZWORTH
G & D DIXON INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SISUG PTY LTD
20 MOSLOF SERVICES PTY LTD
Total Top 20 holders of Ordinary Shares
Remaining holders balance
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Private Portfolio Managers Pty Ltd
Peter Diamond
Jencay Capital Pty Ltd
Geoff Dixon
Shares
% Shares
208,907,133
200,000,000
166,955,075
113,929,061
9.48
9.07
7.57
5.17
Voting Rights - All ordinary shares carry one vote per share without restrictions.
203
291
392
1,030
836
2,752
1,612
19,928
951,881
3,123,830
39,584,037
2,160,798,980
2,204,478,656
21,040,941
Listed Ordinary Shares
Number of
Shares
% of
Shares
343,289,521
200,000,000
167,121,742
109,273,821
91,108,083
84,743,388
63,797,136
45,532,094
38,600,000
36,606,816
35,038,282
32,941,379
32,387,780
24,017,150
21,000,000
14,000,000
13,025,842
12,787,437
12,107,183
11,764,706
15.57
9.07
7.58
4.96
4.13
3.84
2.89
2.07
1.75
1.66
1.59
1.49
1.47
1.09
0.95
0.64
0.59
0.58
0.55
0.53
1,389,142,360
815,336,296
63.01
36.99
Adslot 2022 Annual Report 81
Independent Auditor’s Report Page 4
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 15 August 2022.
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
(50,000 shares):
Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
NATIONAL NOMINEES LIMITED
1
MR PETER DIAMOND + MRS DIANA DIAMOND
2
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3
J & M BARLOW PENSION FUND+
4
DAWNIE DIXON PTY LTD
5
MR ANDREW BARLOW
6
INVIA CUSTODIAN PTY LIMITED
7
CAPITAL ACCRETION PTY LTD
8
ZERO NOMINEES PTY LTD
9
BNP PARIBAS NOMS PTY LTD
10
AMBLESIDE VENTURES PTY LTD
11
SAPEAME PTY LTD
12
STOCK RANGE PTY LTD
13
14 MR PETER STANKOVIC
15
16 MR DAVID WILLIAM HOLZWORTH + MRS JANE ELIZABETH HOLZWORTH
17
18
19
20 MOSLOF SERVICES PTY LTD
G & D DIXON INVESTMENTS PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
SISUG PTY LTD
CHARMED5 PTY LTD
Total Top 20 holders of Ordinary Shares
Remaining holders balance
203
291
392
1,030
836
2,752
1,612
19,928
951,881
3,123,830
39,584,037
2,160,798,980
2,204,478,656
21,040,941
Listed Ordinary Shares
Number of
Shares
% of
Shares
343,289,521
200,000,000
167,121,742
109,273,821
91,108,083
84,743,388
63,797,136
45,532,094
38,600,000
36,606,816
35,038,282
32,941,379
32,387,780
24,017,150
21,000,000
14,000,000
13,025,842
12,787,437
12,107,183
11,764,706
1,389,142,360
815,336,296
15.57
9.07
7.58
4.96
4.13
3.84
2.89
2.07
1.75
1.66
1.59
1.49
1.47
1.09
0.95
0.64
0.59
0.58
0.55
0.53
63.01
36.99
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Private Portfolio Managers Pty Ltd
Peter Diamond
Jencay Capital Pty Ltd
Geoff Dixon
Shares
208,907,133
200,000,000
166,955,075
113,929,061
% Shares
9.48
9.07
7.57
5.17
Voting Rights - All ordinary shares carry one vote per share without restrictions.
80 Adslot 2022 Annual Report
Adslot 2022 Annual Report 81
Adslot 2022 Annual Report
83
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 – Executive Director
Chief Executive Officer
Mr Ben Dixon
Company Secretary
Mr Mark Licciardo
Mertons Corporate Services Pty Ltd
Level 7, 330 Collins Street
Melbourne, VIC 3000
Australia
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
228 Park Ave S
PMB 23637
New York, New York 10003
United States of America
European Offices
10 John Street
London, WCIN 2EB
United Kingdom
Poststraße 33,
20354 Hamburg
Germany
84
82 Adslot 2022 Annual Report
Adslot 2022 Annual Report
adslot.com