2023 Annual Report.
Adslot 2023 Annual Report
1
VISION.
To simplify premium
media trading
through technology
and collaboration.
CONTENTS.
2 A Message from the Chairman
4 A Message from the CEO
6 Directors’ Report
17 Audited Remuneration Report
28 Auditor’s 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
77 Directors’ Declaration
78 Independent Auditor’s Report to the Members
83 Corporate Governance Statement
83 Shareholder Information
84 Corporate Directory
Adslot 2023 Annual Report
3
A MESSAGE FROM THE CHAIRMAN.
Dear Shareholders,
On behalf of your Board of Directors, it is my pleasure to share with you the Adslot Annual
Report for the financial year ended 30 June 2023, and my first as Chairman. I am excited to
have taken on the role of chair and once again thank Andrew Barlow for his leadership as
Chairman over the last 13 years.
As stated at the time of my appointment, I believe Adslot has significant potential.
Its founders had a vision to radically reshape how digital media is traded and the
effectiveness of that media. After many years of hard work and significant investment
Adslot has never been better positioned to do so.
Our mission remains to simplify premium media trading through technology and
collaboration. The opportunity to do is accelerating, as the industry landscape is being
fundamentally reshaped by tired consumers and regulation limiting the use of third-party
data. More so, now than ever, programmatic impressions do not contain the right data to
allow the right ad to get the right consumer at the right time.
Against this backdrop, FY23 was a pivotal year for Adslot, with record transactional activity
and, further enhancements to the platform to support advertisers and agencies better
target and reach audiences.
“Our mission
remains to simplify
premium media
We also successfully expanded our eco-system of publishers
and partners. In addition, in May 2023, we completed a
$4.25m capital raise, and used the opportunity to reshape our
trading through
investor base.
technology and
collaboration.”
Over the coming year the Board and Executive team will
focus on scaling trading in the US; UK and German markets;
deploying Symphony in new markets and improving price
realisation in Australia and selectively elsewhere. We will use this base to make the most of
the opportunity created by the depreciation of third-party cookies, which will further erode
advertisers’ ability to reach their audiences.
Finally, we will strengthen the business’s commercial capabilities and together with our
lower cost base, and momentum in trading volume, we should improve our financial
performance and value creation for shareholders.
4
Adslot 2023 Annual Report
On behalf of the Board, we thank our CEO Ben Dixon, the senior executive team, and the
rest of the Adslot employees. We are proud of the team and their tenacity and persistence
to realise the potential of the Company. We also thank our shareholders for their ongoing
support and continued belief in the opportunities ahead.
Yours sincerely,
Mr Andrew Dyer
Chairman
Adslot 2023 Annual Report
5
A MESSAGE FROM THE CEO.
Dear Shareholders,
The 2023 Financial Year saw the Company make steady progress towards its goal of
transforming the way that digital media is traded around the world. This progress was
headlined by a substantial increase in trading across the Adslot Media platform and positive
customer response to the Company’s product vision for automated trading of premium media.
During the 2023 Financial Year, we saw $141.7M in Total Transaction Volume (TTV) traded via
the Adslot Media platform of which almost $48M was monetised by the Company.
These volumes represented almost a fivefold increase in the value of media traded across
the platform and a doubling of monetised TTV. Whilst this substantial increase in trading is
the first of many steps required for the Company to fulfil its vision, it does indicate a strong
validation of the capabilities of the Adslot Media platform.
Critical to the growth in trading was the successful launch of the integrated Adslot Media
– Symphony offering in the Australian market and we will continue to explore further
opportunities to leverage the integration of our two key products.
In addition, the Company will refine its focus to concentrate on driving trading growth in high
margin markets including the United States, United Kingdom and Germany.
The Company has invested heavily in these markets in recent years and I believe that this
investment will pay off as we activate trading with contracted large agency groups who see
real value in the solutions that Adslot provides.
“We have strong
momentum with
trading activity,
activation underway
with buyers and
sellers in some of
the largest markets
in the world.”
We will also continue to progress growth opportunities for the
Symphony platform in key markets around the world. This follows
a year in which Symphony license fees increased by 6% and
almost $7B was managed by the platform.
In the year ahead we also expect to have the benefit of tailwinds
created by substantial change in our industry.
The long-anticipated decline of the 3rd party cookie for targeted
advertising by the end of June 30, 2024, will have profound
impacts on the digital media landscape. This change, instigated
by consumer pushback and privacy legislation, will remove a pillar of the programmatic
media ecosystem and large buyers and sellers of media are looking for alternatives. Adslot,
6
Adslot 2023 Annual Report
with its unique position of direct integrations to publishers, is well positioned to benefit from
this generational change.
It is, of course, critical that Adslot is on a stable financial footing to take advantage of the
opportunities that now present themselves. To that end the Company has reduced its cost base
and successfully completed a $4.25M capital raise in June 2023. This cost discipline has placed
the Company on the pathway to long-awaited profitability over the coming financial year.
In summary, I believe the Company is well placed for the year ahead. We have strong
momentum with trading activity, activation underway with buyers and sellers in some of the
largest markets in the world, and the benefit of an industry in transition that recognises the
value Adslot can provide to manage that change. There is much to be excited about.
I would like to thank all shareholders for their support over the past 12 months and I look
forward to sharing in the successes of the coming financial year.
Ben Dixon
CEO and Executive Director.
Adslot 2023 Annual Report
7
DIRECTORS’ REPORT.
Mr Andrew Dyer
Chairman
Mr Ben Dixon
Mr Andrew Barlow
CEO and Executive Director
Non-Executive Director
Andrew Dyer is Chair of Rozetta
Ben Dixon has over 27 years’
Andrew Barlow is the Founder and
Institute, an independent, not-for-
experience in the advertising and
Non-Executive Director of Adslot.
profit research organisation that seed-
ad-tech industries. This includes
An experienced technology
funds transformative research centres
both media planning and strategy
entrepreneur, Mr Barlow co-founded
to deliver societal impact. He is Chair
roles at leading agencies groups
online competitive intelligence
of the Strategic Advisory Committee
such as Publicis and Omnicom.
company, Hitwise, with Adrian Giles
of the Digital Financial Cooperative
During this period, he was involved
in 1997. Hitwise was ranked one of the
Research Centre and a member of
in the development of digital media
Top 10 fastest growing companies by
the Finance Committee of the Council
strategies for a number of prominent
Deloitte for five years running, before
of the Australian National University.
technology and telecommunications
being sold to Experian Group (LSX.
Mr Dyer is also a Senior Partner
brands in Australia.
EXPN) in May 2007.
Emeritus and Senior Advisor of The
Mr Dixon was then a founder of
Mr Barlow was also Founder and
Boston Consulting Group (BCG), and
Facilitate Digital where he was
CEO of Max Super, an online retail
a member of BCG’s global Senior
involved in conceptualizing and
superannuation fund sold to Orchard
Partner Emeritus Council.
developing the Symphony Media
Funds Management in 2007.
In his 29 years with BCG Mr Dyer
workflow platform. During his
Mr Barlow also led the seed
supported senior executives in
tenure as Chief Executive Officer
investment round in Nitro Software
leading companies around the world.
at Facilitate Digital he oversaw
Limited (ASX: NTO) and served as a
He also held local, regional and
the international expansion of
non-executive director and strategic
global leadership positions, including
Symphony and its first adoption by
advisor to Nitro (from January 2007
leading BCG’s People & Organization
global agency groups.
until August 2020).
and Enablement Practices and
Following the acquisition of
Mr Barlow is also the Founder
was also a member of BCG’s global
Facilitate Digital by Adslot in late
of Venturian, a privately-owned
Executive Committee, including roles
2013 he became an Executive
venture capital fund with
on several BCG Board Committees.
Director of Adslot Limited Mr
investments in early-stage
Prior to joining BCG in 1994, Mr Dyer
Dixon was appointed as the CEO
technology companies with unique
worked for the Commonwealth
in February 2018.
IP, highly scalable business models
Bank and the Australian Federal
Government.
Mr Dyer is also an advisor to several
public and private company CEO’s
and boards.
Mr Dyer is a member of the Adslot’s
Audit & Risk Committee and
Remuneration Committee.
My Dyer was appointed as
Chairman of Adslot on 9 June 2023.
8
Adslot 2023 Annual Report
and global market potential,
currently focused on emerging
fintech and crypto platforms.
Mr Barlow is also a member of the
Remuneration Committee.
Mr Barlow was appointed
Chairman of Adslot on 15 February
2010 and stepped down as Chair on
9 June 2023.
Mr Adrian Giles
Ms Sarah Morgan
Non-Executive Director
Non-Executive Director
Mr Tom Triscari
Executive Director
Adrian Giles is an entrepreneur
Sarah Morgan has extensive
Tom Triscari is a leading expert
in the Internet and Information
experience in the finance industry,
in the programmatic AdTech
Technology industries. In 1997
primarily as part of independent
industry. He is the founder and
Mr Giles co-founded Sinewave
corporate advisory firm Grant
CEO of Lemonade Projects, a
Interactive which pioneered the
Samuel. Ms Morgan has been
programmatic innovation firm
concept of marketing a website
involved in public and private
based in NYC running strategic
using search engines and was the
company mergers and acquisitions,
projects and experiments at the
first company in Australia to offer
as well as equity and debt capital
intersection of economics, game
Search Engine Optimisation (SEO)
raisings. She holds a degree in
theory, and principles of radical
as a service.
Engineering and a Master of
transparency. The underlying
Mr Giles co-founded Hitwise which
Business Administration from the
thesis of Tom’s work is based on his
grew over 10 years to become one of
University of Melbourne and is a
methodology paper Programmatic
the most recognised global internet
Graduate of Australian Institute of
Lemon Market Game published in
measurement brands in the USA,
Company Directors.
May 2020.
UK, Australia, NZ, Hong Kong, and
Ms Morgan is a Non-Executive
Mr Triscari’s programmatic
Singapore. Whilst positioning the
Director of Future Generation
experience began in 2007
company for a NASDAQ listing
Global Investment Limited (from
developing addressable TV and
in early 2007 Hitwise was sold to
July 2015), Intrepid Group Pty Ltd
data product requirements as
Experian (LSX: EXPN) in one of
(from January 2019), and Whispir
a consultant for Project Canoe
Australia’s most successful venture
Limited (from January 2019). Ms
in New York, an initiative led by
capital backed trade sales.
Morgan was previously a Non-
Comcast and Time Warner. He
Mr Giles is also Chairman of Fortress
Executive Director of Hansen
managed a multi-market team at
Esports - an esports and video
Technology Limited (from October
Yahoo! Europe in Barcelona with
game entertainment company.
2014 to December 2019) and Nitro
responsibility for Right Media, the
Mr Giles is Chair of the Remuneration
Software Limited (from November
first programmatic exchange.
Committee and a member of the
2019 to March 2023).
At pre-IPO Criteo in London, Mr
Audit & Risk Committee.
Ms Morgan is Chair of the Audit and
Triscari built and managed supply-
Risk Committee.
side and data science teams. Mr
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 2023 and the auditor’s
report thereon.
Triscari was brought on as CEO
to reposition Amsterdam-based
Yieldr, a DSP platform. In 2015, he
founded Labmatik, a programmatic
transformation consultancy.
Mr Triscari has a B.A. in Economics
from UCLA, an MBA from the
University of Notre Dame.
Adslot 2023 Annual Report
9
PEFORMANCE.
PERFORMANCE.
2023
RESULTS
ADSLOT MEDIA.
Annual TTV for the 2023 Financial Year of $141.7M (456% growth) with
$48M (88% growth) of that monetised
Growing usage - Trading Activity (number of orders) up 60% on
prior year
Successful activation of the integrated Symphony – Adslot Media
solution in the Australian market
Launch of the German market in October 2022 with strong agency
and publisher support
Re-activation of trading with key partners GroupM (UK) and
IPG (US)
SYMPHONY.
Symphony Licence Fee Revenue up 6% on prior year
Strong growth in managed spend from currently deployed markets
$6.8 billion total annualised Media Spend managed via Symphony
10
Adslot 2023 Annual Report
PERFORMANCE.
GROUP.
Trading Technology revenues $7.5m up 2% on prior year
Continued reductions in Operating Costs at $11.2m; down 3%
against prior year
Strong improvement in Adjusted EBITDA loss to $2.1m, 7% lower
than prior year
Adjusted NPAT loss improved to $5.8m, 6% lower than prior year
Successful completion of a $4.25M capital raise from new and
existing investors
Adslot 2023 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.
2. Services - comprises digital marketing services - provided by the Group’s Webfirm division - and project-
based customisation of Trading Technology.
Operating Results
Revenue from Trading Technology
Revenue from Services
Total revenue and other income
EBITDA (loss)
Adjusted EBITDA (loss)1
NPAT (loss)
Adjusted NPAT (loss)1
2023
$
7,462,448
1,457,274
9,229,962
(8,371,565)
(2,086,826)
2022
Movement
$
$
7,281,354
181,094
%
2%
1,701,727
(244,453)
(14%)
9,461,797
(231,835)
(2%)
(728,276)
(7,643,289)
(1,050%)
(2,238,006)
151,180
7%
(12,078,360)
(4,647,402)
(6,308,158)
(160%)
(5,793,621)
(6,157,131)
363,510
6%
1 Adjusted EBITDA (loss) and Adjusted NPAT (loss): Adding back impairment of intangible assets of
$6,284,739 (refer note 10 for further information) for FY2023, and in FY2022 removal of provision reversal for
R&D Claim for Financial Year 2015/2016 of $1,527,734 (refer note 4 for further information) to EBITDA and
NPAT. Adjusted EBITDA (loss) and Adjusted NPAT (loss) are non-IFRS metrics used for management
reporting. The Group believes Adjusted EBITDA (loss) and Adjusted NPAT (loss) reflects what it considers to
be the underlying performance of the business.
Review of Operations
Total revenue and other income for FY2023 was $9,229,962 a decrease of 2% versus FY2022 ($9,461,797),
despite a 2% increase in Trading Technology revenue.
The Consolidated Group operating loss before interest, income tax, depreciation and amortisation (EDITDA)
in FY2023 was $8,371,565 a 1,050% increase in losses versus FY2022 ($728,276). The Consolidated Group
operating loss after tax (NAPT) of $12,078,360 is 160% higher than the loss for the prior year of $4,647,402.
EBITDA and NPAT performance were substantially impacted by an impairment of intangible assets of
$6,284,739 recognised in the financial year. Adjusted EBITDA losses improved by 7% to $2,086,826 and
adjusted NPAT losses improved by 6% to $5,793,621 in FY2023.
12 Adslot 2023 Annual Report
Adslot 2023 Annual Report
12
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 Adslot Media platform attract a higher % fee
and represent a significant majority of Trading Fees; and
• Licence Fees – generated primarily from Symphony, a market-leading workflow automation tool for
Media Agencies, and also from customised solutions developed for Publishers.
Trading Fees
Total Trading Fee revenues across Symphony and Adslot Media were $1.0 million in FY2023, a small decrease
on the prior financial year (FY2022: $1.2 million).
During the 2023 Financial Year, the Group successfully launched the integration of the Symphony - Adslot
Media solution. Customers in the Australian market benefit greatest from this integration. This project was a
substantial driver of the growth in monetised Total Transaction Values (TTV) and this trading is expected to
be recurring in nature. The Group notes the following impacts of this integrated offering:
• A number of publishers in the Australian market are active on fixed (i.e. SaaS) fees which are
accounted for as Licence Fees.
• Average percentage fees for trading sourced via Symphony - Adslot Media solution are generally lower
than that for stand-alone trading, particularly trading seen in markets such as the US and UK.
• To ensure ease of trading for Symphony buyers, the Group elected to allow trading with publishers
and other trading partners with whom the Group does not yet have a commercial relationship. This
activity has been disclosed by the Group separately as un-monetised TTV.
Whilst expected trading activity did not materialise in the US and UK markets in FY2023, considerable activity
and progress was made towards this outcome. Delays in expected trading were, in part, due to key agencies
IPG (USA) and GroupM (UK), implementing major business restructures. In both cases this has seen
operational use of the Adslot Media platform shift from centralised buying units to individual agencies within
those agency groups. The Group anticipates that this alignment of platform usage with the agency units who
control media budgets will be a positive development for scaling of trading.
FY2023 also saw significant progress with the Group’s efforts to activate the German market. The Group
believes this market is well suited to the Adslot Media proposition given its centralised publisher market and
low adoption of programmatic media compared to other large markets. During the second half of FY2023 the
Group commenced activation activities with two leading agency groups, Publicis and IPG, with discussions
ongoing with a third group.
Adslot 2023 Annual Report 13
Adslot 2023 Annual Report
13
Directors’ Report (Continued)
Monetised TTV for the Adslot Media platform in FY2023 was $47.9 million, representing an 88% increase on
FY2022 ($25.5 million). Adslot Media trading fees for FY2023 were $0.9 million, a 9% decrease compared to
the prior period (FY2022: $1.0 million). The decline in trading fees was a result of the changed composition of
TTV in FY2023 with a greater contribution from the Symphony – Adslot Media integrated solution and lower
contributions from the US and UK markets.
The Group expects to see growth in trading fee revenues in the year ahead. These are expected to come from
multiple sources including:
•
the re-activation of Partner Marketplace trading in the US and UK markets following successful re-
organisation of key relationships with agency groups,
• additional buyers being activated on the now established Australian marketplace,
•
•
further activation of the integrated Symphony – Adslot Media solution in new markets, and
trading in the German market with an emphasis on Connected Television (CTV) inventory.
Licence Fees
Total Licence Fee revenues across Symphony and Adslot Media were $6.4 million in FY2023, representing a
6% growth on the prior financial year (FY2022: $6.0 million).
Growth in Licence fees in FY2023 were driven by increased Symphony licence fees. This growth was driven
by fee increases in the second half of FY2022 and improved exchange rates on US$ denominated contracts.
The period did see the withdrawal of Symphony from four low activity markets in South East Asia and Europe
which partially offset the aforesaid growth.
The Group expects growth in licence fee revenues to continue in FY2024. This is expected to come from three
primary sources:
• New market deployments for from both new and existing clients;
• SaaS based fees for use of the Adslot Media platform for emerging use cases, particularly in the US
market; and
• Licence fees related to partnership opportunities such as the Company’s announced marketing
alliance with Operative in the US market.
14 Adslot 2023 Annual Report
Adslot 2023 Annual Report
14
Services
Services revenue, including Webfirm and custom development work for Symphony and Adslot Media
customers was $1.5 million in FY2023, a $0.2 million decrease on the previous year (FY2022: $1.7 million).
Webfirm revenue for FY2023 remained consistent at $1.4 million (FY2022: $1.4 million).
Cost Management
Total operating costs of $11.3 million for FY2023 represents a $0.4 million (3%) decrease in costs (FY2022:
$11.7million). Total operating costs are derived by adding back non-cash and non-operating expenses to Total
expenses.
Total expenses
Depreciation and amortisation expenses
Interest Expenses
Reversal of provision for R&D Claim for Financial Year 2015/2016
R&D write off
Impairment - Goodwill
Impairment - Intangible assets
Total operating costs
2023
$
21,084,780
(3,413,260)
(84,693)
-
-
(5,161,939)
(1,122,800)
11,302,088
2022
$
13,906,467
(3,642,837)
(82,956)
1,527,734
(18,004)
-
-
11,690,403
As disclosed to the market in August 2022 and March 2023, 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 were targeted to ensure continued investment in strategic and revenue-generating
product development, and no disruption to existing client relationships.
Headcount savings were made through natural attrition and optimising internal workflows and represent $1.0
million in savings on an annualised basis.
EBITDA
The EBITDA loss for FY2023 was $8.4 million, a $7.6 million increase on the prior year (FY2022: $0.7 million).
FY2023 includes $6.3 million impairment of intangible assets while FY2022 included a reversal of a $1.5 million
provision in relation to the FY2016 R&D claim that was refunded following the successful resolution at the
Administrative Appeals Tribunal. Excluding the intangible assets impairment, the adjusted EBITDA loss for
FY2023 was $2.1 million, a $0.1 million decrease on the prior year (FY2022: $2.2 million excluding the R&D
reversal). Similarly, the adjusted NPAT loss improved from $6.2 million in FY2022 to $5.8 million in FY2023.
Cash Management
Net cash outflows from operating activities for FY2023 were $1.6 million, representing a $0.7 million decrease
(FY2022: $2.3 million). Receipts from R&D incentives and other grants at $0.3 million, were a $0.6 million
reduction on the prior period (FY2022: $0.9 million) primarily due to two R&D grants (FY2016 and FY2021)
received in the prior year.
The total R&D incentives received in FY2023 was $1.2 million which was recorded across operating activities
($0.3 million) and investing activities ($0.9 million).
The Group also concluded a successful capital raising towards the end of FY2023 and start of FY2024. $1.1
million was raised through a Share Placement of 275 million fully paid ordinary shares before the end of the
year.
Cash as at 30 June 2023 was $2.9 million (FY2022: $6.0 million).
Adslot 2023 Annual Report 15
Adslot 2023 Annual Report
15
Directors’ Report (Continued)
Strategic Review
During the year a strategic review was conducted with the assistance of US based advisor, East Wind Partners.
The review did not result in any specific transactions but has led to a number of strategic partnership
opportunities, including the announced relationship with leading US ad tech business Operative. The Company
will continue to develop these opportunities in FY2024.
Business growth strategy
The Group’s growth strategy is focussed on expanding and maximising opportunities developed over FY2023
including:
• Scaling trading on contracted Partner Marketplaces with large agency groups in the US and the UK;
• Expansion of the integrated Symphony – Adslot Media solution into new markets;
• Activation of trading in Germany with a focus on Connected Television (CTV) inventory; and
• Additional Symphony deployments with existing and prospective clients to drive licence fee revenue.
In addition, the Group will continue its focus on cost management as it progresses towards cash flow break-
even.
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:
• 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.
The information presented in this Review of Operations has not been audited in accordance with the Australian
Auditing Standards.
16 Adslot 2023 Annual Report
Adslot 2023 Annual Report
16
Matters Subsequent to the End of the Financial Year
On 9 June 2023, the Company announced a capital raise comprising a Share Placement and Entitlement
Offer. The Share Placement was concluded in FY2023 and on 6 July 2023, the Company successfully
concluded the Entitlement Offer. The latter raised $3.15 million before costs for the issue of 787 million ordinary
shares. In addition, in July, 1,062 million options attached to the Share Placement and Entitlement Offer were
issued.
On July 31, 2023, the Company announced its intention to conduct a buyback of unmarketable parcels (UMPs).
The buyback enables UMP Holders to sell their shares in the Company in accordance with the Company’s
constitution without incurring brokerage and other expenses. A ‘buyback’ approach also allows eligible UMP
Holders to receive the proceeds from the sale of their shares on a timelier basis than if a ‘share sale facility’
approach was used to dispose of shares.
The buyback will also assist in reducing share registry and other administrative costs associated with
maintaining a large number of small shareholders. Of the Company’s 2,665 current shareholders,
approximately 73.2% hold Unmarketable Parcels.
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
Details of unissued shares or interests under option as at the date of this report are:
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the period
(Number)
Issued
during
the period
(Number)
Lapsed/
Forfeited during
the period
(Number)
Exercised
during
the period
(Number)
Ordinary options
30/01/2023
0.060
5,050,000
Ordinary options
02/09/2023
0.041
9,100,000
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
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
Ordinary options
15/06/2026
Ordinary options
15/06/2026
Ordinary options (i)
31/12/2024
0.041
0.041
0.028
0.040
0.018
0.018
0.006
9,500,000
6,250,000
6,000,000
2,500,000
38,800,000
-
-
-
-
-
-
-
-
-
-
-
-
(5,050,000)
(500,000)
(8,000,000)
(8,000,000)
(2,333,333)
-
-
(1,000,000)
-
-
-
(1,200,000)
-
-
-
-
3,200,000
96,562,817
132,700,000
99,762,817
(26,083,333)
Balance at
end of the
period
(Number)
-
8,600,000
-
-
-
-
-
-
-
16,666,667
-
-
-
-
-
-
-
-
-
-
18,000,000
2,500,000
8,500,000
6,250,000
6,000,000
2,500,000
37,600,000
3,200,000
96,562,817
206,379,484
(i)
After the conclusion of the financial year, as part of the Entitlement Offer finalised on 6 July 2023, the Directors of
Adslot Ltd including their personally related parties received attaching share options.
Adslot 2023 Annual Report 17
Adslot 2023 Annual Report
17
Directors’ Report (Continued)
Indemnification and Insurance of Officers
The Group has during the financial year, in respect of each person who is or has been an officer of the Group
or a related body Corporate, made a relevant agreement for indemnifying against a liability incurred as an
officer, including costs and expenses in successfully defending legal proceedings.
Since the end of the financial year, the Group has paid premiums to insure all directors and officers of Adslot
Ltd and the Adslot Group of companies, against costs incurred in defending any legal proceedings arising out
of their conduct as a director and officer of the Group, other than for conduct involving a wilful breach of duty
or a contravention of Sections 232 (5) or (6) of the Corporations Act 2011, as permitted by section 241A (3) of
the Corporations Act. Disclosure of the premium amount is prohibited by the insurance contract.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring
proceedings on behalf of the Group, or to intervene in any proceedings to which the Group is a party, for the
purpose of taking responsibility on behalf of the Group for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under
section 237 of the Corporations Act 2001.
Auditor’s Independence Declaration
The auditor’s independence declaration for the year ended 30 June 2023 has been received and can be found
on page 30 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.
28
The directors are satisfied that the provision of non-audit services during the financial year by the auditor (or
by another person or firm on the auditor's behalf), is compatible with the general standard of independence for
auditors imposed by the Corporations Act 2001.
The directors are of the opinion that the services as disclosed in Note 19 to the financial statements do not
compromise the external auditor's independence requirements of the Corporations Act 2001 for the following
reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
• none of the services undermines the general principles relating to auditor independence as set out in APES
110 – Part 4A of Ethics for Professional Accountants issued by the Accounting Professional and Ethical
Standards Board, including reviewing or auditing the auditor's own work, acting in a management or
decision-making capacity for the Company, acting as an advocate for the Company or jointly sharing
economic risks and rewards.
18 Adslot 2023 Annual Report
Adslot 2023 Annual Report
18
Audited Remuneration Report
Audited Remuneration Report
The audited remuneration report is set out under the following headings:
The audited remuneration report is set out under the following headings:
Non-executive directors’ and Chairman’s remuneration
Section 1:
Executive remuneration
Section 2:
Non-executive directors’ and Chairman’s remuneration
Section 1:
Executive remuneration
Section 2:
Details of remuneration
Section 3:
Details of remuneration
Section 3:
Executive contracts of employment
Section 4:
Executive contracts of employment
Section 4:
Long Term Incentives (equity-based compensation)
Section 5:
Long Term Incentives (equity-based compensation)
Section 5:
Culture, accountability and remuneration
Section 6:
Culture, accountability and remuneration
Section 6:
Equity holdings and transactions
Section 7:
Equity holdings and transactions
Section 7:
Other transactions with key management personnel
Section 8:
Other transactions with key management personnel
Section 8:
Section 1: Non-executive directors’ and Chairman’s remuneration
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 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
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
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.
integrity of their position, non-executive directors do not receive performance-based bonuses.
For the 2023 financial year, the Chairman’s fees were $100,000 per annum and non-executive directors’ fees
For the 2023 financial year, the Chairman’s fees were $100,000 per annum and non-executive directors’ fees
were $50,000 per annum. Mr Andrew Dyer received options in lieu of his non-executive director fees up to end
were $50,000 per annum. Mr Andrew Dyer received options in lieu of his non-executive director fees up to end
of March 2023. In addition, the Chair of the Audit & Risk Committee and the Remuneration Committee received
of March 2023. 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.
a further $25,000 in recognition of the additional workload of those positions.
In March 2023, the Chairman and the non-executive directors agreed to defer all non-executive directors’
In March 2023, the Chairman and the non-executive directors agreed to defer all non-executive directors’
remuneration until end of June 2023. Accordingly, the Chairman and the non-executive directors’ fees from
remuneration until end of June 2023. Accordingly, the Chairman and the non-executive directors’ fees from
March 2023 have been accrued but not paid.
March 2023 have been accrued but not paid.
Mr Tom Triscari has been engaged via his consulting company, Lemonade Projects, to provide advisory
Mr Tom Triscari has been engaged via his consulting company, Lemonade Projects, to provide advisory
services (US$50,000 per annum). These have been included in key management personnel remuneration.
services (US$50,000 per annum). These have been included in key management personnel remuneration.
Section 2: Executive remuneration
Section 2: Executive remuneration
The Board of Directors are responsible for determining and reviewing compensation arrangements for key
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
management personnel and the executive team. The Remuneration Committee makes recommendations on
remuneration of key management personnel to the Board.
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
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
periodic basis by reference to relevant employment market conditions with the overall objective of ensuring
maximum stakeholder benefit by:
maximum stakeholder benefit by:
a) Attracting the highest quality employees;
a) Attracting the highest quality employees;
b) Retaining the best performing employees;
b) Retaining the best performing employees;
c) Aligning the employees with shareholder outcomes;
c) Aligning the employees with shareholder outcomes;
d) Aligning employee motivation to a cascading set of key performance indicators that drive the most
d) Aligning employee motivation to a cascading set of key performance indicators that drive the most
optimal strategic outcomes for the business; and
optimal strategic outcomes for the business; and
e) Ensuring it aligns with the latest industry best practice.
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
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
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
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
provides a direct link between their remuneration and shareholder wealth, otherwise there are no direct
relationships.
relationships.
The Board has regard to the following variables to assess the Group’s performance and benefits for
The Board has regard to the following variables to assess the Group’s performance and benefits for
shareholder wealth:
shareholder wealth:
Item
Item
EPS (cents)
EPS (cents)
Net loss ($)
Net loss ($)
Share price at 30 June ($)
Share price at 30 June ($)
2023
2023
(0.55)
(0.55)
(12,078,360)
(12,078,360)
0.003
0.003
2022
2022
(0.23)
(0.23)
(4,647,402)
(4,647,402)
0.012
0.012
2021
2021
2020
2020
2019
2019
(0.33)
(0.33)
(6,280,774)
(6,280,774)
(0.96)
(0.96)
(16,617,725)
(16,617,725)
(0.49)
(0.49)
(7,042,755)
(7,042,755)
0.028
0.028
0.018
0.018
0.028
0.028
19 Adslot 2022 Annual Report
19 Adslot 2022 Annual Report
Adslot 2023 Annual Report
19
Audited Remuneration Report (Continued)
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 Dyer
Non-Executive Director
Appointed 28 May 2018
Non-Executive Chairman
Appointed 9 June 2023
Mr Andrew Barlow
Non-Executive Director
Appointed 15 February 2010
Non-Executive Chairman
Resigned 9 June 2023
Mr Ben Dixon
Chief Executive Officer
Appointed 1 February 2018
Executive Director
Appointed 23 December 2013
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
Development and Interim Chief Financial
Officer
Appointed 6 April 2022
Executive Officers
Position
Date appointed/resigned as Executive
Mr Tom Peacock
Chief Commercial Officer
Appointed 23 December 2013
20 Adslot 2023 Annual Report
Adslot 2023 Annual Report
20
Group
2023
Name
Short-term benefits
Salary
& fees
$
Short
Term
Incentive
$
Other
$
Long
Term
Benefits
Long
Service
Leave
$
Post-
employment
benefits
Super-
annuation
$
Share
Options
Expensed
$
Share-based payment
Executive directors
Mr B Dixon
Mr T Triscari (i)
300,000
299,902
Non-executive directors
Mr A Barlow (ii)
Mr A Giles
Ms S Morgan
Mr A Dyer (ii)
87,868
70,249
70,249
18,297
Other key management personnel
Ms F Conlan (iii)
Mr T Peacock
52,171
259,000
-
-
6,406
25,292
-
13,509
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
6,335
4,751
4,751
13,513
26,748
-
-
-
-
24,889
-
5,956
3,150
25,292
14,044
29,329
Totals
1,157,736
- 13,509
12,362
69,571
108,523
Total
Performance
Rights
$
$
-
-
-
-
-
-
-
-
-
345,211
340,159
94,203
75,000
75,000
43,186
69,365
319,577
1,361,701
(i)
(ii)
(iii)
(iv)
In May 2023, Mr Tom Triscari agreed to a reduced fee for his executive roles.
Mr Andrew Dyer was appointed as Chairman by the Board on 9th June 2023 replacing Mr. Andrew Barlow
who resigned as Chairman on 9th June 2023.
Ms Conlan resigned as the Chief Financial officer on 6 April 2022 and as the Company Secretary on 20 April
2022. She remained with the Company till 30 August 2022 and was considered a KMP until her last day.
In March 2023, the Chairman and the non-executive directors agreed to defer all non-executive directors’
remuneration until end of June 2023. Accordingly, Chairman’s fees $33,333 and the non-executive directors’
fees of $62,500 were accrued but not paid. Those amounts have been included in the above table.
Short Term Incentives
Short Term Incentives (STIs) paid in the year, along with the total STI opportunity in each year, relating to
the 2022 and 2023 financial years, are outlined in the table below:
Name
Amount
Paid
Total 2022
STI
Opportunity
Amount
Paid
Total 2023
STI
Opportunity
Assessment Criteria
Mr B Dixon
Ms F Conlan
$
-
-
$
100,000
100,000 (a)
Mr T Peacock
5,000
100,000 (a)
$
-
-
-
$
100,000
Group performance
management to achieve KPIs
to budget and executive
- Group revenue achievement and individual KPIs
100,000 (a) Group revenue achievement and individual KPIs
Mr T Triscari
- USD 100,000 (b)
- USD 100,000 (b)
Achieving key performance criteria in the realization
of shareholder value
(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.
No STIs were paid to key management personnel in relation to the 2023 financial year.
Adslot 2023 Annual Report 21
Adslot 2023 Annual Report
21
Audited Remuneration Report (Continued)
Group
2022
Name
Short-term benefits
Salary
& fees
$
Short
Term
Incentive
$
Other
$
Long
Term
Benefits
Long
Service
Leave
$
Share-based payment
Post-
employment
benefits
Super-
annuation
$
Share
Options
Expensed
$
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
-
-
5,978
23,568
-
3,172
-
-
-
-
-
-
9,091
6,818
6,818
33,031
56,496
-
-
-
-
35,161
-
-
-
-
-
-
-
-
-
-
-
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
Total
Performance
Rights
$
$
-
-
-
-
-
-
-
-
-
362,577
184,327
100,000
75,000
75,000
35,161
317,355
298,432
1,447,852
(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 2022 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
22 Adslot 2023 Annual Report
Adslot 2023 Annual Report
22
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
management to achieve KPIs
to budget and executive
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
(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.
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.
Adslot 2023 Annual Report 23
Adslot 2023 Annual Report
23
Audited Remuneration Report (Continued)
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. For current options in
issue the only vesting criteria are service conditions. 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:
2023
Name
Series
Balance at
beginning of
the year
(Number)
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)
Felicity Conlan(i)
OP # 20-1
1,000,000
Tom Peacock
Felicity Conlan
Tom Peacock
OP # 20-1
OP # 21-1
OP # 21-1
1,000,000
1,250,000
1,250,000
Ben Dixon
OP # 21-2
18,000,000
Andrew Dyer
DOP # 21-1
2,500,000
Felicity Conlan
Tom Peacock
Tom Triscari
OP # 22-1
OP # 22-1
1,000,000
1,000,000
DOP # 22-1
6,000,000
Andrew Dyer (ii)
DOP # 22-2
2,500,000
Felicity Conlan
Tom Peacock
OP # 22-2
OP # 22-2
2,000,000
6,000,000
-
-
-
-
-
-
-
-
-
-
-
-
Andrew Dyer (ii)
DOP # 23-1
-
3,200,000
43,500,000
3,200,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,000,000
1,000,000
1,250,000
1,250,000
1,000,000
1,000,000
833,333
833,333
-
18,000,000
16,000,000
-
2,500,000
2,500,000
-
1,000,000
-
1,000,000
-
6,000,000
-
2,500,000
-
-
2,000,000
6,000,000
-
3,200,000
333,333
333,333
3,500,000
2,500,000
666,667
2,000,000
3,200,000
-
46,700,000
34,699,999
(i) 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 till 30 August 2022 and was considered a KMP until her last day. The Board agreed that
Ms Conlan will retain all 5,250,000 options after cessation of employment under the same conditions, other than the
condition that she continued to be an employee.
(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 grants were approved at the Annual General Meetings on 23 November 2021 and 16
November 2022.
.
24 Adslot 2023 Annual Report
Adslot 2023 Annual Report
24
Section 4: Executive contracts of employment
The options are valued using the Black-Scholes pricing model. The model inputs for options granted during
the year ended 30 June 2023 included:
Model Input
Grant Date
Expiry Date
Exercise Price $
Grant Date Share Value $
Expected Volatility
Risk Free Interest Rate
DOP # 23-1
16/11/22
15/06/26
0.018
0.012
80.73%
2.71%
2022
Name
Ben Dixon
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Andrew Dyer
Felicity Conlan
Tom Peacock
Felicity Conlan
Tom Peacock
Ben Dixon
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
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
DOP # 21-1
2,500,000
Felicity Conlan
Tom Peacock
Tom Triscari (i)
Andrew Dyer (ii)
Felicity Conlan
Tom Peacock
OP # 22-1
OP # 22-1
DOP # 22-1
DOP # 22-2
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)
-
-
-
-
-
-
-
-
-
-
-
-
-
666,667
666,667
416,667
416,667
14,000,000
2,500,000
-
-
-
-
-
-
-
1,000,000
1,000,000
1,250,000
1,250,000
-
18,000,000
-
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.
Adslot 2023 Annual Report 25
Adslot 2023 Annual Report
25
Audited Remuneration Report (Continued)
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%
23/11/21
11/10/25
0.040
0.028
65.07%
0.69%
16/06/22
15/06/26
0.018
0.012
80.73%
2.71%
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 (resigned 30 Aug 2022)
Mr T Peacock
Options Granted During the Year
2023 (Options)
2022 (Options)
Number
$
Number
$
-
-
-
-
-
-
-
-
3,200,000
20,473
-
-
-
-
-
-
-
-
-
-
2,500,000
6,000,000
3,000,000
7,000,000
-
-
-
-
27,338
91,538
26,057
51,648
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.
26 Adslot 2023 Annual Report
Adslot 2023 Annual Report
26
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:
2023
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 (resigned on 30 Aug 2022)
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)
17,328,483
84,743,388
40,754,588
1,776,089
66,096,971
-
544,118
3,375,000
214,618,637
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17,328,483
84,743,388
40,754,588
1,776,089
66,096,971
-
544,118
3,375,000
214,618,637
After the conclusion of the financial year, as part of the Entitlement Offer finalised on 6 July 2023, the Directors
of Adslot Ltd including their personally related parties obtained the below shares and share options.
Name
Mr A Barlow
Mr B Dixon
Ms S Morgan
Mr A Dyer
Totals
Shares
(Number)
42,002,876
18,210,940
634,320
Options
(Number)
42,002,876
18,210,940
634,320
35,714,681
35,714,681
96,562,817
96,562,817
Adslot 2023 Annual Report 27
Adslot 2023 Annual Report
27
Audited Remuneration Report (Continued)
Audited Remuneration Report (Continued)
Audited Remuneration Report (Continued)
Audited Remuneration Report (Continued)
Section 8: Other transactions with Key Management Personnel
Section 8: Other transactions with Key Management Personnel
Transactions with Directors and their personally related entities:
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $10,215 (FY2022: $7,960) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
During the year the Company earned revenue of $10,215 (FY2022: $7,960) from a company requiring web
conditions.
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
In the previous financial year 2022 the Company paid $1,688 as underwriting fees to a company connected to
Mr Andrew Barlow. There were no such payments in FY2023.
In the previous financial year 2022 the Company paid $1,688 as underwriting fees to a company connected to
Mr Andrew Barlow. There were no such payments in FY2023.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2023 and 30 June 2022.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2023 and 30 June 2022.
After the conclusion of the financial year, as part of the Entitlement Offer finalised on 6 July 2023 the Company
incurred below sub-underwriting fees paid/payable to Directors of Adslot Ltd including their personally related
After the conclusion of the financial year, as part of the Entitlement Offer finalised on 6 July 2023 the Company
parties:
incurred below sub-underwriting fees paid/payable to Directors of Adslot Ltd including their personally related
parties:
- Mr. Andrew Barlow $1,078.76;
- Mr. Andrew Dyer $1,111.52; and
- Mr. Andrew Barlow $1,078.76;
- Mr. Benjamin Dixon $335.58.
- Mr. Andrew Dyer $1,111.52; and
- Mr. Benjamin Dixon $335.58.
This marks the end of the audited remuneration report.
This marks the end of the audited remuneration report.
This report is made in accordance with a resolution of directors.
This report is made in accordance with a resolution of directors.
Andrew Dyer
Chairman
Andrew Dyer
31 August 2023
Chairman
31 August 2023
28 Adslot 2023 Annual Report
28 Adslot 2023 Annual Report
Adslot 2023 Annual Report
28
Other Directors’ Report Disclosures
Directors
Andrew Dyer
Chairman
Ben Dixon
CEO & Executive Director
Andrew Barlow
Non-Executive Director
Sarah Morgan
Non-Executive Director
Adrian Giles
Non-Executive Director
Tom Triscari
Executive Director
All directors listed were directors for the whole financial year and up to the date of this report.
Company Secretary
Mr Mark Licciardo
Mark 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. Mr Licciardo is a non-
executive director of ASX listed Frontier Digital Ventures (ASX: FDV), Weebit-Nano (ASX: WBT) and a number
of other unlisted public and private companies.
Mr Licciardo joined Adslot Ltd as Company Secretary on 20 April 2022.
Directorships of other listed companies
Other than those disclosed on pages 5 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.
6 to 7
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
Mr Andrew Barlow
Mr Adrian Giles
Mr Ben Dixon
Ms Sarah Morgan
Mr Andrew Dyer
Mr Tom Triscari
Ordinary Shares
#
126,746,264
Share Options
#
42,002,876
17,328,483
58,965,528
2,410,409
101,811,652
-
-
36,210,940
634,320
43,914,681
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 2023 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
6
8
8
7
8
1
1
-
-
1
-
-
1
-
-
1
-
-
4
-
4
4
-
-
3
-
4
4
-
Adslot 2023 Annual Report 29
Adslot 2023 Annual Report
29
Grant Thornton Audit Pty Ltd
Level 22 Tower 5
Collins Square
727 Collins Street
Melbourne VIC 3008
GPO Box 4736
Grant Thornton Audit Pty Ltd
Melbourne VIC 3001
Level 22 Tower 5
T +61 3 8320 2222
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
Auditor’s Independence Declaration
of Adslot Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there
have been:
To the Directors of Adslot Limited
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the audit
of Adslot Limited for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there
b no contraventions of any applicable code of professional conduct in relation to the audit.
have been:
audit; and
a no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
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
E W Passaris
Partner – Audit & Assurance
Melbourne, 31 August 2023
E W Passaris
Partner – Audit & Assurance
Melbourne, 31 August 2023
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).
www.grantthornton.com.au
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
ACN-130 913 594
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 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.
556 389 ACN 127 556 389 and its Australian subsidiaries and related entities. Liability limited by a scheme approved under Professional Standards
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or
Legislation.
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).
#10393093v1w
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
Legislation.
Adslot 2023 Annual Report
30
#10393093v1w
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 30 June 2023
Total revenue from continuing operations
Other income
Total revenue and other income
Hosting & other related technology costs
Employee benefits expense
Other operating expenses
Share-based payment expense
Depreciation and amortisation expenses
Reversal of provision for R&D Claim for Financial Year 2015/2016
Impairment losses
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
Notes
3
3
4,10
4
21
4
4
4
5
17
17
2023
$
8,934,422
295,540
9,229,962
(1,084,846)
(7,380,620)
(2,419,794)
(416,828)
(3,413,260)
-
(6,284,739)
(84,693)
(21,084,780)
(11,854,818)
(223,542)
(12,078,360)
(12,078,360)
2022
$
8,992,480
469,317
9,461,797
(1,217,618)
(7,756,399)
(2,412,065)
(322,326)
(3,642,837)
1,527,734
-
(82,956)
(13,906,467)
(4,444,670)
(202,732)
(4,647,402)
(4,647,402)
91,601
91,601
52,328
52,328
(11,986,759)
(4,595,074)
2023
Cents
(0.55)
(0.55)
2022
Cents
(0.23)
(0.23)
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Adslot 2023 Annual Report
Adslot 2023 Annual Report 31
31
Consolidated Statement of Financial Position
As at 30 June 2023
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
Notes
2023
$
2022
$
7
8
9
10
11
12
13
14
13
14
15
16
2,874,746
4,902,035
19,282
5,951,807
4,552,666
294,480
7,796,063
10,798,953
1,654,882
5,560,974
2,237,912
12,167,061
7,215,856
14,404,973
15,011,919
25,203,926
5,743,146
4,686,011
326,512
590,933
531,838
370,979
495,488
670,717
7,192,429
6,223,195
1,077,921
794,478
1,659,944
683,233
1,872,399
2,343,177
9,064,828
8,566,372
5,947,091
16,637,554
160,134,280
159,242,345
1,371,381
1,203,847
(155,558,570)
(143,808,638)
5,947,091
16,637,554
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
32 Adslot 2023 Annual Report
Adslot 2023 Annual Report
32
Consolidated Statement of Changes in Equity
For the year ended 30 June 2023
2023
Balance at 1 July 2022
Movement in foreign exchange translation
reserve
Other comprehensive income
Loss attributable to members of the Group
Total comprehensive income/(loss)
Notes
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
159,242,345
1,203,847
(143,808,638)
Total
Equity
$
16,637,554
16
-
91,601
-
-
91,601
91,601
91,601
-
-
-
-
(12,078,360)
(12,078,360)
91,601
(12,078,360)
(11,986,759)
Transactions with equity holders in their
capacity as equity holders
Contributions of equity, net of transaction costs
Cancellation of Treasury Shares
Vested options lapsed or expired
Share-based expenses
15
15
16
16
879,468
-
-
879,468
12,467
(12,467)
-
-
891,935
(328,428)
328,428
416,828
75,933
-
416,828
328,428
1,296,296
-
-
Balance 30 June 2023
160,134,280
1,371,381
(155,558,570)
5,947,091
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)
Notes
16
Issued
Capital
$
Reserves
$
Accumulated
Losses
$
155,607,845
1,473,259
(139,805,302)
Total
Equity
$
17,275,802
-
-
-
-
52,328
52,328
-
-
52,328
52,328
-
(4,647,402)
(4,647,402)
52,328
(4,647,402)
(4,595,074)
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 expenses
15
15
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
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes
Adslot 2023 Annual Report 33
Adslot 2023 Annual Report
33
Consolidated Statement of Cash Flows
For the year ended 30 June 2023
Notes
2023
$
2022
$
Cash flows from operating activities
Receipts from trade and other debtors
Interest received
Receipt of R&D tax incentive and other Grants
15,967,590
16,753,032
9,140
318,834
9,703
912,075
Payments to trade creditors, other creditors and employees
(17,811,204)
(19,884,625)
Interest paid
Net cash outflows from operating activities
22
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
(86,811)
(1,602,451)
(78,675)
(2,288,490)
(5,388)
913,537
(103,577)
1,884,849
(3,189,305)
(3,405,041)
(2,281,156)
(1,623,769)
Cash flows from financing activities
Proceeds from issue of shares
Payments of equity raising costs
Payments for leased assets
Repayment of borrowings
1,100,000
(58,197)
(522,349)
-
3,782,031
(148,879)
(627,180)
(177,236)
3(ii)
Net cash inflows from financing activities
519,454
2,828,736
Net increase/(decrease) in cash held
Cash at the beginning of the financial year
Effects of exchange rate changes on cash
Cash at the end of the financial year
7
(3,364,153)
(1,083,523)
5,951,807
287,092
2,874,746
6,826,853
208,477
5,951,807
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
34 Adslot 2023 Annual Report
Adslot 2023 Annual Report
34
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 2023 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.
(a) 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. For
the reporting period the Group adoption below Accounting Standards and Interpretations which did not have
any impact on the financial performance or position of the group.
AASB 2020-3 Annual Improvements 2018–2020 and Other Amendments
AASB 2020-3 amends:
(a) AASB 1 to simplify the application of AASB 1 by a subsidiary that becomes a first-time adopter after
its parent in relation to the measurement of cumulative translation differences;
(b) AASB 3 to update a reference to the Conceptual Framework for Financial Reporting without changing
the
(c) accounting requirements for business combinations;
(d) AASB 9 to clarify the fees an entity includes when assessing whether the terms of a new or modified
financial liability are substantially different from the terms of the original financial liability;
(e) AASB 116 to require an entity to recognise the sales proceeds from selling items produced while
preparing
(f) property, plant and equipment for its intended use and the related cost in profit or loss, instead of
deducting the amounts received from the cost of the asset;
(g) AASB 137 to specify the costs that an entity includes when assessing whether a contract will be loss-
making; and
(h) AASB 141 to remove the requirement to exclude cash flows from taxation when measuring fair value,
thereby aligning the fair value measurement requirements in AASB 141 with those in other Australian
Accounting Standards.
This Standard applies to annual periods beginning on or after 1 January 2022. The Group has adopted the
changes and there was no impact on the financial statements.
There are other new, revised or amended Accounting Standards or Interpretations that are not yet mandatory
and have not been early adopted. Below are the unadopted new accounting standards that are relevant to the
Group.
AASB 2020-1 Amendments – Classification of Liabilities as current or non-current and AASB 2022-6
Amendments – non-current Liabilities with Covenants
In March 2020, the AASB issued AASB 2020-1 which makes amendments to AASB 101 Presentation of
Financial Statements to clarify requirements for the presentation of liabilities in the statement of financial
position as current or non-current. The mandatory effective date of AABS 2020-1 has been deferred to 1
January 2023 by AASB 2020-6.
In December 2022, the AASB issued AASB 2022-6 which amends AASB 101 to improve the information an
entity provides in its financial statements about liabilities arising from loan arrangements for which the entity’s
right to defer settlement of those liabilities for at least twelve months after the reporting period is subject to the
entity complying with conditions specified in the loan arrangement. It also amends an example in Practice
Statement 2 regarding assessing whether information about covenants is material for disclosure.
The Group has not yet assessed the full impact of this Standard.
Adslot 2023 Annual Report 35
Adslot 2023 Annual Report
35
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(a) New or amended Accounting Standards and Interpretations (Continued)
AASB 2021-2 Amendments – Disclosure of Accounting Policies and Definition of Accounting Estimates
AASB 2021-2 amends the following Australian Accounting Standards:
• AASB 7 Financial Instruments: Disclosures (August 2015);
• AASB 101 Presentation of Financial Statements (July 2015);
• AASB 108 Accounting Policies, Changes in Accounting Estimates and Errors (August 2015); and
• AASB 134 Interim Financial Reporting (August 2015).
The Standard also makes amendments to AASB Practice Statement 2 Making Materiality Judgements
(December 2017).
These amendments arise from the issuance by the International Accounting Standards Board (IASB) in
February 2021 of the following International Financial Reporting Standards:
• Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2); and
• Definition of Accounting Estimates (Amendments to IAS 8).
The Group has not yet assessed the full impact of this Standard.
AASB 2021-5 Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction
AASB 2021-5 amends the initial recognition exemption in AASB 112 Income Taxes such that it is not applicable
to leases and decommissioning obligations – transactions for which companies recognise both an asset and
liability and that give rise to equal taxable and deductible temporary differences.
The Group has not yet assessed the full impact of this Standard.
(b) 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.
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.
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.
36
36 Adslot 2023 Annual Report
Adslot 2023 Annual Report
(c) Going concern
Management continues to invest resources to support growth in trading fees, primarily from media agency
holding companies and their subsidiaries in the EU, US and UK markets.
In July 2023 the Group successfully concluded a $4.25 million (before cost) capital raise via a share placement
($1.1 million) and a fully underwritten Entitlement Offer ($3.15 million). The capital raised from the share
placement was received in FY2023 and the Entitlement Offer component in July 2023.
The Group incurred a net loss of $12.0 million during the full year ended 30 June 2023 including a $6.3 million
impairment of Goodwill and other intangibles.
Inflows from financing activities of $0.5 million, combined with the net cash outflows from operating and
investing activities of $3.9 million, resulted in net cash outflows of $3.4 million in FY2023. Management
anticipates incurring further net cash outflows from operations until such time as sufficient revenue growth is
achieved.
The FY2022 R&D claim of $1.2 million was received in November 2022. The FY2023 R&D claim of $1.0 million
is expected to be received in the first half of FY2024.
A delay in expected growth in revenues, and/or a delay in payment of the FY2023 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 $2.9 million at 30 June 2023;
•
• on conclusion of the capital raise in July 2023 the Group received a further $2.5 million (after cost) for
operations, after leaving any potential outflows relating to unmarketable parcels share buyback program
announced on 31 July 2023;
receipt of the FY2023 R&D claim of $1.0 million which is expected to be received in the first half of FY2024;
receipt of Symphony licence fees which are largely recurring and predictable;
reduced cash outflow generated by already implemented cost management initiatives announced to the
market in August 2022 and March 2023 and the opportunity to implement further cost reductions;
•
•
•
• potential of a further $6.4 million inflow of through the exercise of options issued as part of the recent
capital raise; and
• additional capital cash inflows given the Group has a proven track record of successfully raising capital
from existing and new investors.
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.
Adslot 2023 Annual Report 37
Adslot 2023 Annual Report
37
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(d) 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.
38
38 Adslot 2023 Annual Report
Adslot 2023 Annual Report
(e) Cash and cash equivalents
For the purposes of the Consolidated Statement of Cash Flows, cash includes cash on hand and deposits at
call which are readily convertible to cash and are not subject to significant risk of changes in value, net of bank
overdrafts.
Cash held on behalf of Publishers represents the share of campaign fees held before releasing to Adslot
Publishers.
(f) 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
(g) 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.
(h) 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.
Adslot 2023 Annual Report 39
Adslot 2023 Annual Report
39
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(i) 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.
(j) 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.
(k) 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.
40
40 Adslot 2023 Annual Report
Adslot 2023 Annual Report
(l) 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.
Adslot 2023 Annual Report 41
Adslot 2023 Annual Report
41
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(m) 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 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 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.
42
42 Adslot 2023 Annual Report
Adslot 2023 Annual Report
(n) 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.
(o) Goods and services tax
Revenue, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
i. Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part
of the cost of acquisition of an asset or as part of an item of expense; or
ii. For receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables
or payables.
Adslot 2023 Annual Report 43
Adslot 2023 Annual Report
43
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(p) 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
platform. The fee is based on either annual contracted amounts, the number of users, a tier system based on
historical volumes traded on the platform, and/or resources allocated. The contracts are ongoing but
cancellable with defined notice periods. The Group is expected to maintain its performance obligations
throughout the contracted period for the client to achieve the benefits of the platforms. As per AASB 15,
revenue is recognised over time; since the promise to grant a licence as a performance obligation is satisfied
over time. The client simultaneously receives and consumes the benefit from the Group’s performance of
providing access to the platforms.
Revenue from Trading Technology – Trading Fees
Adslot 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.
44
44 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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.
Adslot 2023 Annual Report 45
Adslot 2023 Annual Report
45
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
(q) 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.
(r) 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.
46
46 Adslot 2023 Annual Report
Adslot 2023 Annual Report
(s) 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. Where the assets do not generate cash inflows
that are not largely independent of the cash inflows of other assets, 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.
Adslot 2023 Annual Report 47
Adslot 2023 Annual Report
47
Notes to the Financial Statements (Continued)
1. Summary of Significant Accounting Policies (Continued)
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.
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 $18,187,746 (FY2022:
$16,268,069). Refer to Note 5 for further details.
Revenue recognition
In web development and web hosting business operations, management assesses stage of completion of each
project and recognises revenue in the period in which development work is undertaken. In making its
judgement, management considered the standard duration of such contracts, stage of progress in contracts
and commencement date of such contracts. Accordingly, management has deferred recognising some web
development and web hosting revenue of an estimated value of services to be rendered in the future.
Key sources of estimation uncertainty
The following are the key assumptions concerning the future and other key estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year.
Impairment of goodwill and intangible assets
At 31 December 2022, for the purpose of impairment testing, goodwill had been allocated to a group of CGUs
(Adslot and Symphony CGU’s) that was expected to benefit from the Facilitate acquisition.
Since the acquisition, the Group has allocated significant resources to integrate Adslot Media and Symphony
platforms. The aim was to offer clients an integrated solution, foster adoption of value added features, increase
trading volumes and maximise the deal synergies expected at acquisition.
In FY2023, the Group successfully launched the integrated Symphony - Adslot Media solution. The impact of
this launch was the transition of Symphony publishers to the integrated Adslot Media and Symphony platform.
The Group concluded the transition process by retiring the Symphony Publisher functionality towards the end
of the FY2023.
As per AASB136 Impairment of Assets, if it is not possible to estimate the recoverable amount of the individual
asset due to the asset not generating cash flows that are largely independent of those from other assets; an
entity shall determine the recoverable amount of the CGU to which the asset belongs.
Even though two separate assets were historically disclosed in the financial statements as internally generated
software, namely Adslot Platform and Symphony Platform; with the launch of the integrated Symphony - Adslot
Media solution, clients can now transact seamlessly between the two platforms and the platforms are now
highly interdependent, therefore considered a single asset. As a result of the interdependency of the two
platforms, the previously recognised Adslot and Symphony CGUs are combined into a single CGU.
At 30 June 2023, the impairment testing of intangible assets has considered the aggregated recoverable
amount of the single CGU in assessing the value in use of all intangible assets.
48
48 Adslot 2023 Annual Report
Adslot 2023 Annual Report
(x) Critical accounting judgements and key sources of estimation uncertainty (Continued)
Determining whether goodwill and intangible assets are impaired requires an estimation of the value in use of
the underlying cash-generating unit. The value in use calculations requires the entity to estimate the future
cash flows expected to arise from the cash-generating units and a suitable discount rate in order to calculate
the present value. The future cash flows included in the assessments are predicated largely on growth and
integration of platforms.
In the event that these products do not generate revenues as planned an impairment of the related intangible
assets may result.
The carrying amount of intangible assets at the reporting date was $5,560,974 (FY2022: $12,167,061). Refer
to Note 10 for further details of goodwill and intangible assets.
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 $2,505,316 (FY2022: $2,487,327).
Refer to Note 10 for further details.
Share-based payments
The calculation of the fair value of options issued requires significant assumptions to be made in regard 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 $416,828
(FY2022: $322,326).
Research and development tax concessions
A receivable of $970,516 (FY2022: $1,223,357) has been recognised in relation to a research and
development tax concession for the 2023 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 regard 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.
Adslot 2023 Annual Report 49
Adslot 2023 Annual Report
49
Notes to the Financial Statements (Continued)
Segment Information
The Group examines performance both from a product and geographic perspective and has identified that the
Group operates as 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
2023
$
Revenue
5,135,537
1,412,092
42,979
2,639,354
9,229,962
Non-Current Assets
7,208,598
1,641
5,617
-
7,215,856
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
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
For the year ended to 30 June 2023, one customer accounted for 10% or more of revenue from services
rendered (FY2022: one).
50
50 Adslot 2023 Annual Report
Adslot 2023 Annual Report
Revenue and Other Income
Revenue
Licence fees
Trading fees
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
2023
$
2022
$
6,423,549
1,038,899
6,048,902
1,232,452
7,462,448
1,457,274
8,919,722
14,700
8,934,422
295,540
295,540
7,281,354
1,701,727
8,983,081
9,399
8,992,480
469,317
469,317
Total revenue and other income
9,229,962
9,461,797
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:
2023
Services transferred over time
Services transferred at a point in time
2022
Services transferred over time
Services transferred at a point in time
Trading Technology
Services
$
7,462,448
-
7,462,448
$
1,441,626
15,648
1,457,274
Trading Technology
Services
$
7,281,354
-
7,281,354
$
1,679,502
22,225
1,701,727
Grant income
R&D Tax Incentive – AusIndustry (i)
Paycheck protection program - US Government (ii)
Total Grant income
2023
$
295,540
-
295,540
Total
$
8,904,074
15,648
8,919,722
Total
$
8,960,856
22,225
8,983,081
2022
$
292,081
177,236
469,317
(i) Amounts recognised as revenue in relation to financial year 2023 R&D Tax Incentive.
(ii) The Group’s US subsidiary Adslot Inc applied for and received Paycheck Protection Program loans through HSBC
USA. They were provided by the US Federal Government for businesses impacted by COVID-19. 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.
Adslot 2023 Annual Report 51
Adslot 2023 Annual Report
51
Notes to the Financial Statements (Continued)
Expenses
Loss before income tax includes the following specific expenses:
2023
$
2022
$
Other operating expenses
Recruitment fees
Directors' fees
Marketing costs
Short term lease - rental premises
Rent outgoings
Listing & registrar fees
Legal fees
Travel expenses
Consultancy fees
Audit and accountancy fees
Foreign exchange (gain)/loss
Insurance expenses
Impairment of trade receivables
Write off of trade receivables
R&D write off (i)
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
Write off of trade receivables
Reversal of provision for R&D Claim for Financial Year 2015/2016 (i)
R&D write Off (i)
Impairment of Goodwill (ii)
Impairment of Internally Developed Software (iii)
8,974
262,500
10,484
119,524
91,477
69,198
105,369
59,887
588,412
277,675
36,568
230,903
(20,049)
29,832
-
549,040
2,419,794
2,826,663
546,227
40,078
292
80,925
250,000
28,731
144,069
88,444
84,022
200,667
124,563
399,846
257,290
(68,801)
200,798
27,667
-
18,004
575,840
2,412,065
3,014,350
604,331
22,459
1,697
3,413,260
3,642,837
(20,049)
29,832
-
-
5,161,939
1,122,800
27,667
-
(1,527,734)
18,004
-
-
(i)
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.
(ii) Goodwill balance of $5,161,939 relating to the acquisition of Facilitate has been fully impaired in FY2023 (refer to
note 10).
(iii) Intangible assets relating to internally developed software were impaired by $1,122,800 in FY2023 (refer to note
10).
52
52 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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
$
7,380,620
3,204,733
336,239
7,756,399
3,405,041
314,824
10,921,592
11,476,264
813,432
836,495
2,505,316
699,417
3,204,733
2,487,327
917,714
3,405,041
Adslot 2023 Annual Report 53
Adslot 2023 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% (FY2022: 25%)
Tax effect of:
Other non-allowable items
Share-based expenses 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
2023
$
2022
$
(11,854,818)
(4,444,670)
(2,963,705)
(1,111,168)
2,874
104,207
557,768
4,206
80,582
703,079
(2,298,856)
(323,301)
-
-
1,919,676
5,918,101
155,638
(5,797,532)
(223,542)
(202,732)
b) Movement in deferred tax balances
Balance at
1 July
2022
$
Recognised
in Profit &
Loss
$
Acquired in
Business
combination
$
Trade and other receivables
Property, plant and equipment
Intangible assets
Unused tax losses
Net tax (assets)/liabilities
(104,964)
165
137,863
(33,064)
-
-
-
-
-
-
-
-
-
-
-
Balance at
1 July
2021
$
Recognised
in Profit &
Loss
$
Acquired in
Business
combination
$
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
-
-
-
-
-
-
-
Balance at 30 June 2023
Net
$
Deferred
tax assets
$
Deferred tax
liabilities
$
(104,964)
165
137,863
(33,064)
-
-
-
(104,964)
165
137,863
(33,064)
-
-
(33,064)
33,064
Balance at 30 June 2022
Net
$
Deferred
tax assets
$
Deferred tax
liabilities
$
(104,964)
165
137,863
(33,064)
-
-
-
(104,964)
165
137,863
(33,064)
-
-
(33,064)
33,064
54
54 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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% FY2022: 25%)
2023
$
2022
$
(3,278,162)
(5,187,566)
54,172,574
21,856,570
72,750,982
49,965,365
20,294,479
65,072,278
18,187,746
16,268,069
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 $819,541 (FY2022: $1,296,892) have not been
recognised as they have been offset with deferred tax assets of the same value.
After conducting an assessment of recoverability of the Group’s intercompany loan with a non-Australian
resident entity, an Australian resident entity forgave that loan. This resulted in an increase of capital losses of
the Australian tax-consolidated group by $1,562,091. The FY2022 calculations included capital losses of
$20,056,221 intercompany loans either forgiven or converted to equity.
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
2023
$
2022
$
2,874,746
5,951,807
Included in the Cash at Bank is $462,400 (FY2022: $421,091) of funds held on term deposit as guarantee for
our corporate credit card facilities and for the benefit of landlords under office lease agreements.
Adslot 2023 Annual Report 55
Adslot 2023 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 46 days (FY2022: 44 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
Provision Impairment recognised during the year
Amounts recovered during the year
Amounts written off as uncollectible
Net foreign exchange differences
Balance at the end of the year
2023
$
3,674,534
(9,104)
3,665,430
970,516
266,089
4,902,035
2022
$
3,314,675
(27,667)
3,287,008
1,223,357
42,301
4,552,666
2023
$
1,142,619
1,133,400
677,660
711,751
2022
$
1,418,386
1,006,099
532,318
330,205
3,665,430
3,287,008
2023
$
27,667
9,104
(68)
(29,086)
1487
9,104
2022
$
-
27,667
-
-
-
27,667
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.
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.
56
56 Adslot 2023 Annual Report
Adslot 2023 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
2023
$
7,817
(7,817)
-
3,501,823
(1,896,547)
1,605,276
59,517
(59,191)
326
425,416
(376,136)
49,280
1,654,882
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
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:
2023
Carrying amount at 1 July 2022
Additions
Disposal/write -off
Lease Modifications
Depreciation/amortisation expense
Net foreign exchange differences
Carrying amount at 30 June 2023
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
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
$
85,386
Total
$
2,237,912
$
618
-
5,147
5,147
-
-
(292)
-
326
(1,488)
-
(1,488)
(405)
(40,078)
(586,597)
313
49,280
313
1,654,882
Right of Use
Assets
Plant and
Equipment
Computer
Equipment
$
2,232
$
13,216
-
95,733
-
-
(1,439)
-
Total
$
1,780,962
95,733
(1,439)
990,725
$
2,151,908
-
-
(405)
(546,227)
-
1,605,276
$
1,765,514
-
-
990,725
(604,331)
-
2,151,908
(1,697)
(22,459)
(628,487)
83
618
335
85,386
418
2,237,912
Adslot 2023 Annual Report 57
Adslot 2023 Annual Report
57
Notes to the Financial Statements (Continued)
Intangible Assets
Internally
Developed
Software
$
Domain
Name
$
Intellectual
Property
$
Goodwill
$
Total
$
Year ended 30 June 2023
Opening net book amount
6,966,855
38,267
Additions
Amortisation
Impairment of assets
2,505,315
(2,826,663)
(1,122,800)
-
-
-
-
-
5,161,939
12,167,061
-
2,505,315
(2,826,663)
(5,161,939)
(6,284,739)
Carrying amount at 30 June 2023
5,522,707
38,267
-
-
5,560,974
At 30 June 2023
Cost
Accumulated amortisation and
impairment
25,611,238
38,267
16,191,496
15,161,939
57,002,940
(20,088,531)
-
(16,191,496)
(15,161,939)
(51,441,966)
Carrying amount at 30 June 2023
5,522,707
38,267
-
-
5,560,974
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
58
58 Adslot 2023 Annual Report
Adslot 2023 Annual Report
Internally Developed Software
The following table shows the portion of platform development costs that are capitalised for the current and
prior financial years:
Platform
2023
2022
Capitalised Wages
R&D grants offsetting
capitalised wages
Net Capitalised
Wages
$
3,204,733
3,405,041
$
(699,417)
(917,714)
$
2,505,316
2,487,327
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 (FY2022: $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
The Symphony technology was acquired as part of the Facilitate Digital Holdings Limited acquisition. The cost
attributable and the accumulated amortisation to the Symphony technology intellectual property was
$16,191,496. This asset was fully amortised in FY2019.
Goodwill
The Goodwill balance relating to the acquisition of Facilitate was impaired in full during the financial year
(FY2022: $5,161,939).
(a) Cash Generating Units (CGU)
As described in Note 1(x), a change in judgement occurred in relation to identification of the cash-generating
units (CGU) of the Group. At 30 June 2023, this judgement was changed such that, as a result of the as a
result of increased technical integration, interdependency of the platforms and increased number of customers
utilising the integrated platform for what was historically the “Adslot” and “Symphony” CGUs, it was no longer
possible to identify a single intangible asset associated with each product; instead, a single asset is identified
which both products leverage. In the absence of any product-specific assets, the Company now identifies a
single CGU encompassing both products, being the “Adslot-Symphony CGU”.
A summary of the carrying amount of goodwill and intangible assets with indefinite useful lives is detailed
below:
Group of CGUs1
2023
2022
Intangible assets
with indefinite
useful lives
$
-
Goodwill
$
-
Goodwill
$
5,161,939
Intangible assets
with indefinite
useful lives
$
-
1 At 30 June 2022, Goodwill was allocated to the Group of CGUs comprised of the Adslot and Symphony CGUs. At 31
December 2022, this Goodwill was fully impaired and recognised as an expense. At 30 June 2023, no impairment testing
was required due to the carrying amount being reduced to $nil.
Adslot 2023 Annual Report 59
Adslot 2023 Annual Report
59
Notes to the Financial Statements (Continued)
10.
Intangible Assets (Continued)
(b) Impairment testing and key assumptions
The Group tests whether goodwill and intangible assets have suffered any impairment in accordance with the
Group’s accounting policies.
The recoverable amounts of assets and CGU were previously determined using a fair value less costs to sell
using a market-based approach. During the year, the directors’ reassessed the use of fair value using a market-
based approach and determined that a value in use method reliant on forecast cash flows was more
appropriate.
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.
At 31 December 2022 half year financial reporting, the directors assessed the value in use and determined an
impairment of Goodwill of $5.2 million. No impairment was allocated to non-Goodwill assets. The recoverable
amount of the CGU was measured at $11.8 million. The impairment was recognised as a result of delays in
realising the synergies expected at the acquisition of Facilitate Digital.
The most significant judgements and key assumptions pertaining to the 31 December 2022 calculation were:
Discount rate
The discount rates reflect appropriate adjustments relating to market risk and specific risk
factors. The post-tax discount rate for the CGU is 17%.
Growth Rate
Terminal
Growth Rate
Cash Flow
Forecasts
The growth rates reflect the short term (18 month) forecasted revenue by revenue stream
averaging 22%. Medium-term growth rates are linked to industry growth rates and
historical growth rates, and average 11%.
The long-term growth rate for the CGU is 2.5%.
Cash flow calculations use cash flow projections based on the financial forecast approved
by management covering a 5 ½ year period.
Capital
expenditure
Capital expenditure to maintain and enhance the existing technologies has been
projected for the forecast period at an average of $1.7 million per annum.
60
60 Adslot 2023 Annual Report
Adslot 2023 Annual Report
In line with AASB 136 Impairment of Assets, intangible assets with definite life are tested for impairment if
impairment indicators are identified. Adslot monitored for indicators of impairment during the year. The
company’s share price and continued operating losses in the financial year 2023 were considered indicators
of a potential impairment. Due to the presence of impairment indicators an impairment assessment was carried
out for these assets as at 30 June 2023. As the asset is not capable of generating cash inflows that are largely
independent of other assets, the Group tested impairment for the CGU to which the asset was allocated, being
the Adslot-Symphony CGU.
At 30 June 2023 the directors assessed the recoverable amount of the remaining $6.7 million intangible asset
with definite life and determined to impair the carrying value by $1.1 million, to its recoverable amount of $5.6
million.
The most significant judgements and key assumptions pertaining to the 30 June 2023 calculation were:
Discount rate
The discount rates reflect appropriate adjustments relating to market risk and specific risk
factors. The post-tax discount rate for the CGU is 17%.
Growth Rate
Terminal
Growth Rate
Cash Flow
Forecasts
The growth rates reflect the short term (12 month) forecasted revenue by revenue stream
averaging 31%. Medium-term growth rates are linked to industry growth rates and
historical growth rates, and average 11%.
The long-term growth rate for the CGU is 2.5%.
Cash flow calculations use cash flow projections based on the financial forecast approved
by management covering a 5 year period.
Capital
expenditure
Capital expenditure to maintain and enhance the existing technologies has been
projected for the forecast period at an average of $1.35 million per annum.
.
Adslot 2023 Annual Report 61
Adslot 2023 Annual Report
61
Notes to the Financial Statements (Continued)
Trade and Other Payables
Trade creditors
Publisher creditors (i)
Accrued expenses
Other creditors
(i) Refer to Note 1(p) for further information on publisher creditors.
Other Liabilities
Current: Contract liabilities (i)
(i) Contract liabilities relates to:
2023
$
261,831
2022
$
238,706
4,628,393
4,096,526
629,699
223,223
344,296
6,483
5,743,146
4,686,011
2023
$
326,512
2022
$
370,979
• 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 2023, out of $370,979 of the contract liabilities at the start of the year, $293,014 was recognised
as revenue.
Lease Liabilities
Current: Lease liability
Non-current: Lease liability
2023
$
590,933
1,077,921
1,668,854
2022
$
495,488
1,659,944
2,155,432
The leases for the office premises in Sydney and Melbourne are classified as leases under AASB 16. The Sydney lease
is due to end in November 2025 while the Melbourne lease is due to end in July 2027.
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 2023 short term and low value leases that were not recognised as a liability represented a total
commitment of $80,963 (FY2022: $130,748) for the Group, of which the short term leases are $71,409
(FY2022: $121,292) and low value leases are $9,554 (FY2022: $9,456).
62
62 Adslot 2023 Annual Report
Adslot 2023 Annual Report
Provisions
Current: Employee benefits
Non-current: Employee benefits
Non-current: Provision for make good costs (i)
2023
$
531,838
650,385
144,093
794,478
2022
$
670,717
544,303
138,930
683,233
(i) Present value of estimated make good costs for lease liabilities classified as leases under AASB 16.
Contributed equity
Ordinary Shares – Fully Paid
2,479,348,381
2,204,348,381
160,134,280
159,242,345
2023
Number
2022
Number
2023
$
2022
$
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-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
01-Jul-22
Balance (including Treasury shares)
16-Nov-22
Treasury shares cancelled
20-Jun-23
Share Placement
30-Jun-23
July 2023 Right Issue costs
30-Jun-23
Balance
Number of
shares
Number
1,982,006,270
105,882,353
116,590,033
2,204,478,656
(130,275)
2,204,348,381
2,204,478,656
(130,275)
Issue
price
Capital
raising costs
$
$
Value
$
(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
(3,750,666)
159,254,812
-
(90,681)
(129,851)
-
1,009,319
(129,851)
275,000,000
$0.004
-
2,479,348,381
(3,971,198)
160,134,280
Adslot 2023 Annual Report 63
Adslot 2023 Annual Report
63
Notes to the Financial Statements (Continued)
15.
Contributed equity (Continued)
Treasury Shares
Treasury shares are shares in Adslot Ltd that are held by the Adslot Employee Share Trust, which administered
the Adslot Employee Share Ownership Plan (ESOP). This Trust has been consolidated in accordance with
Note 1(d). Shares held by the Trust on behalf of eligible employees are shown as treasury shares in the
financial statements. The Employee Share Ownership Plan (ESOP) has now been discontinued and the
balance shares held by the Trust was an excess balance. At the company Annual General Meeting held on 16
November 2022, it was resolved to cancel these fully paid treasury shares.
Treasury Shares movements during the financial year are summarised below:
Issue Type
Employee ESOP
Issue or
Acquisition
Date
01/05/2015
Issue
Price
$
0.090
Balance at
beginning of
the year
(Number)
Issued
during the
year
(Number)
130,275
130,275
-
-
Cancelled
during the
year
(Number)
(130,275)
(130,275)
Balance at
end of the
year
(Number)
-
-
Options movements during the financial year are summarised below:
Issue Type
Expiry Date
Exercise
Price
$
Balance at
beginning of
the year
(Number)
Issued
during
the year
(Number)
Lapsed/Forfeited
during
the year
(Number)
Exercised
during
the year
(Number)
Balance at
end of
the year
(Number)
-
8,600,000
-
-
-
-
-
-
-
16,666,667
-
-
-
-
-
-
-
-
-
18,000,000
2,500,000
8,500,000
6,250,000
6,000,000
2,500,000
37,600,000
3,200,000
109,816,667
Ordinary options
30/01/2023
0.060
5,050,000
Ordinary options
02/09/2023
0.041
9,100,000
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
19,000,000
Ordinary options
06/08/2024
0.034
18,000,000
Ordinary options
16/12/2024
0.043
2,500,000
-
-
-
-
-
-
-
-
-
-
-
-
(5,050,000)
(500,000)
(8,000,000)
(8,000,000)
(2,333,333)
-
-
(1,000,000)
-
-
-
(1,200,000)
9,500,000
6,250,000
6,000,000
2,500,000
38,800,000
-
3,200,000
-
132,700,000
3,200,000
(26,083,333)
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
Ordinary options
15/06/2026
0.041
0.041
0.028
0.040
0.018
0.018
64
64 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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
Lapsed/forfeited options during the year - Employees
Lapsed/forfeited options during the year - 3rd Party
Treasury Shares cancelled
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
2023
$
984,980
386,401
2022
$
909,047
294,800
1,371,381
1,203,847
909,047
-
(276,962)
(51,466)
(12,467)
336,239
-
80,589
984,980
294,800
91,601
386,401
1,230,787
(644,066)
-
-
-
176,736
82,886
62,704
909,047
242,472
52,328
294,800
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.
Adslot 2023 Annual Report 65
Adslot 2023 Annual Report
65
Notes to the Financial Statements (Continued)
Earnings Per Share
(a)
Basic earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.55)
(0.23)
(b)
Diluted earnings per share
Loss attributable to the ordinary equity holders of the Group
(0.55)
(0.23)
2023
Cents
2022
Cents
(c)
Reconciliation of earnings used on calculating earnings per share (i)
Loss from continuing operations attributable to the members of the Group used on
calculating basic and diluted earnings per share
(12,078,360)
(4,647,402)
2023
$
2022
$
(d) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of basic EPS
2,212,636,052
2,019,372,464
(e) Weighted average number of shares used as the denominator
Weighted average number of shares on issue used in the calculation of diluted
EPS
2,212,636,052
2,019,372,464
2023
Number
2022
Number
(i) During FY2023 and FY2022 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.
103,026,334
122,694,726
2023
Number
2022
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, review of R&D expenditure and
other taxation advice
2023
$
2022
$
144,000
131,150
136,696
157,807
280,696
288,957
66
66 Adslot 2023 Annual Report
Adslot 2023 Annual Report
Key Management Personnel Disclosures
Directors
The following persons were directors of the Group during the financial year:
Mr Andrew Dyer (Non-Executive Chairman) (i)
Mr Andrew Barlow (Non-Executive Director) (ii)
Mr Adrian Giles (Non-Executive Director)
Ms Sarah Morgan (Non-Executive Director)
Mr Ben Dixon (Executive Director & CEO)
Mr Tom Triscari (Executive Director)
(i) Mr Dyer was appointed as a Non-Executive Chairman on 9 June 2023.
(ii) Mr Barlow stepped down as Non-Executive Chairman on 9 June 2023.
Other key management personnel
The following persons also had authority and responsibility for planning, directing and controlling the activities
of the Group, directly or indirectly, during the financial year:
Name
Ms Felicity Conlan (iii)
Mr Tom Peacock
Position
Chief Financial Officer
Chief Commercial Officer
(iii) Ms Conlan resigned as Chief Financial Officer on 6 April 2022 and remained with the Company till 30 August
2022. She was considered as KMP until her last day.
Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Other long-term employee benefits
Share-based payments
Total compensation
2023
$
1,171,245
69,571
12,362
108,523
2022
$
1,181,604
93,431
18,356
154,461
1,361,701
1,447,852
There were 8 key management personnel throughout FY2023, some of whom have a part year of service
(FY2022: 8).
Business Acquisitions:
There were no related party business acquisition transactions during the year ended 30 June 2023.
Transactions with Directors and their personally related entities:
During the year the Company earned revenue of $10,215 (FY2022: $7,960) from a company requiring web
development, hosting and marketing services related to Mr Adrian Giles on normal commercial terms and
conditions.
In the previous financial year 2022 the Company paid $1,688 as underwriting fees to a company connected to
Mr Andrew Barlow. There were no such payments in the financial year 2023.
There were no other transactions with directors and their personally related entities for the financial years
ending 30 June 2023 and 30 June 2022.
After the conclusion of the financial year, as part of the Entitlement Offer finalised on 6 July 2023 the Company
incurred below sub-underwriting fees paid/payable to Directors of Adslot Ltd including their personally related
parties:
- Mr. Andrew Barlow $1,078.76;
- Mr. Andrew Dyer $1,111.52; and
- Mr. Benjamin Dixon $335.58.
Adslot 2023 Annual Report 67
Adslot 2023 Annual Report
67
Notes to the Financial Statements (Continued)
Share-Based Payments
Employee Option Plan
Shareholders re-approved the Incentive Option Plan at the January 2021 Annual General Meeting. The
Incentive Option Plan which enables the Board to offer eligible employees and directors the right to options
which can be exercised to shares subject to the certain vesting criteria as long as they remain an eligible
participant. For current options in issue the only vesting criteria are service conditions.
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:
2023
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
30/01/19
30/01/23
0.060
5,050,000
03/09/19
02/09/23
0.041 9,100,000
30/01/20
29/01/24
0.032
8,000,000
13/07/20
12/07/24
0.028 19,000,000
07/08/20
06/08/24
0.034 18,000,000
30/07/21
29/07/25
0.041
9,500,000
16/06/22
15/05/26
0.018
38,800,000
Total
107,450,000
Weighted average exercise
price
$0.029
-
-
-
-
-
-
-
-
-
-
(5,050,000)
(500,000)
-
(8,000,000)
-
(2,333,333)
-
-
-
-
-
-
-
8,600,000
8,600,000
-
-
16,666,667
11,166,667
-
-
-
18,000,000
16,000,000
(1,000,000)
(1,200,000)
-
-
(13,033,333)
(5,050,000)
$0.031
$0.060
-
-
-
-
8,500,000
2,833,333
37,600,000
12,533,333
89,366,667
51,133,333
$0.027
$0.030
There were no new options granted to employees under the Incentive Option Plan during the year ended 30
June 2023.
68
68 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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
30/01/20
29/01/24
0.045
0.032
4,000,000
8,000,000
13/07/20
12/07/24
0.028 23,375,000
07/08/20
06/08/24
0.034
18,000,000
- (4,000,000)
-
-
-
(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
-
-
- 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
Equity Based Payments
2023
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%
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
30/07/21
29/07/25
0.041
6,250,000
Total
Weighted average exercise
price
14,250,000
$0.043
-
-
-
-
-
-
-
-
(8,000,000)
-
(8,000,000)
$0.044
-
-
-
-
-
-
6,250,000
6,250,000
6,250,000
6,250,000
$0.041
$0.041
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 received. The Options have expired on 15 December 2022.
There were no new options granted during the year ended 30 June 2023.
Adslot 2023 Annual Report 69
Adslot 2023 Annual Report
69
Notes to the Financial Statements (Continued)
21.
Share-Based Payments (Continued)
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
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
On 30 July 2021 the Group granted 6,250,000 new Options under mandate to a third party as consideration
for services received. The Options were vested on issue and have an expiry date of 29 July 2025.
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 # 22-1
30/07/21
29/07/25
0.041
0.028
75.67%
0.02%
Non-Executive Director Options
The Group grants options to non-executive directors under LR 10.11 subject to approval at the AGM.
2023
In lieu of cash remuneration for services as a Director, 3,200,000 Options was granted to a director which were
approved at the AGM held on 16 November 2022. Options are to acquire fully paid ordinary shares, at an
exercise price of $0.018 with an expiry date of 16 June 2026. The options vest in two equal tranches on the
six-month 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
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
2,500,000
6,000,000
3,500,000
2,500,000
2,500,000
3,200,000
3,200,000
14,200,000
11,700,000
$0.030
$0.031
17/12/20
16/12/24
0.043
2,500,000
09/08/21
08/08/25
0.028
6,000,000
23/11/21
11/10/25
16/11/22
15/06/26
0.040
0.018
2,500.000
-
3,200,000
Total
11,000,000
3,200,000
Weighted average exercise
price
$0.034
$0.018
70
70 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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
2022
DOP # 23-1
16/11/22
15/06/26
0.018
0.021
80.76%
2.71%
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
17/12/20
16/12/24
0.043
2,500,000
-
-
-
-
6,000,000
-
-
-
-
2,500,000
2,500,000
6,000,000
-
- 2,500,000
-
-
- 2,500,000
1,250,000
09/08/21
08/08/25
23/11/21
11/10/25
0.028
0.040
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%
23/11/21
11/10/25
0.040
0.028
65.07%
0.69%
Adslot 2023 Annual Report 71
Adslot 2023 Annual Report
71
Notes to the Financial Statements (Continued)
Cash Flow reconciliation
Reconciliation of Net Cash Flows from Operating Activities to Loss for the
year
Loss for the year after income tax
Add/(less) non-cash and other items
Depreciation and amortisation
Impairment losses (intangible assets)
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
2023
$
2022
$
(12,078,360)
(4,647,402)
3,413,260
6,284,739
416,828
3,642,837
-
322,326
-
(1,527,734)
(20,049)
(313)
27,667
530
(96,901)
(58,066)
(229,547)
(974,924)
(54,122)
762,014
943,794
(17,518)
(1,602,451)
(2,288,490)
During the financial year, a lease modification resulting in the recognition of additional lease assets and
corresponding lease liabilities of $405 (FY2022: $990,725 new lease). Refer notes 9 and 13 for further details.
72
72 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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.
(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)
2023
$
2,874,746
4,902,035
2022
$
5,951,807
4,552,666
7,776,781
10,504,473
Adslot 2023 Annual Report 73
Adslot 2023 Annual Report
73
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability
of funding through an adequate amount of committed credit facilities and the ability to close-out market
positions. Due to the dynamic nature of the underlying business, the Board aims at maintaining flexibility in
funding by keeping sufficient cash available to settle financial liabilities as per the contractual terms of the
obligations.
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, in
particular its cash resources and trade receivables. The Group’s existing cash resources (see Note 7) and
trade receivables (see Note 8) significantly exceed the current cash outflow requirements.
As at 30 June 2023, 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
2023
$
5,743,146
590,933
6,334,079
2022
$
4,686,011
495,488
5,181,499
1,077,921
7,412,000
1,659,944
6,841,443
Most of the Group’s financial assets and liabilities are in Australian Dollars (AUD) and US dollars (USD).
Exposures to currency exchange rates arise from the Group’s overseas operations which are primarily
denominated in US dollars (USD), Pound Sterling (GBP), Euros (EUR), New Zealand dollars (NZD), Chinese
Yuan (CNY) and Malaysian Ringgit (MYR).
Foreign currency exposure is monitored by the Board on a periodic basis.
Foreign currency denominated financial assets and liabilities which expose the Group to currency risk are
disclosed below. The amounts shown are those reported to key management translated into AUD at the
closing rate:
USD
A$
GBP
A$
EUR
A$
30 June 2023
Financial Assets
5,405,247
497,542
575,171
Financial Liabilities
(5,771,301)
(512,883)
(258,769)
Total Exposure
30 June 2022
(366,054)
(15,341)
316,402
NZD
A$
1,680
(1,502)
178
CNY
A$
MYR
A$
43,847
(37,695)
1,228
-
6,152
1,228
Financial Assets
4,830,663
330,531
520,410
2,841
35,349
1,978
Financial Liabilities
(3,527,787)
(570,230)
(227,394)
Total Exposure
1,302,876
(239,699)
293,016
(1,212)
1,629
(40,100)
(4,751)
-
1,978
74
74 Adslot 2023 Annual Report
Adslot 2023 Annual Report
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 2023 (30 June 2022: 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 2023
Impact on Profit
USD
A$
GBP
A$
EUR
A$
+10%
NZD
A$
CNY
A$
MYR
A$
Total
A$
241,779
28,973
(24,467)
-
-
(112)
(246,173)
Impact on Reserves
(208,501)
(27,578)
(4,297)
Impact on Equity
33,278
1,395
(28,764)
(16)
(16)
(559)
(559)
-
(240,951)
(112)
5,222
30 June 2022
Impact on Profit
(100,046)
37,544
(23,881)
-
-
(180)
(86,563)
Impact on Reserves
(18,397)
(15,753)
(2,757)
Impact on Equity
(118,443)
21,791
(26,638)
30 June 2023
USD
A$
GBP
A$
Impact on Profit
(295,508)
(35,411)
Impact on Reserves
254,835
33,706
Impact on Equity
(40,673)
(1,705)
30 June 2022
Impact on Profit
122,279
(45,887)
Impact on Reserves
22,485
19,254
Impact on Equity
144,764
(26,633)
EUR
A$
29,904
5,252
35,156
29,188
3,369
32,557
(148)
(148)
-10%
NZD
A$
-
20
20
432
432
-
(36,623)
(180)
(123,186)
CNY
A$
-
683
683
MYR
A$
136
Total
A$
(300,879)
-
294,496
136
(6,383)
-
181
181
-
220
105,800
(528)
(528)
-
44,761
220
150,561
Adslot 2023 Annual Report 75
Adslot 2023 Annual Report
75
Notes to the Financial Statements (Continued)
23.
Financial Risk Management (Continued)
(e) Cash flow and interest rate risk
As the Group has no significant interest-bearing assets or liabilities (except cash), the Group’s income and
operating cash flows are not materially exposed to changes in market interest rates.
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on exposure to interest rates on interest bearing
bank balances throughout the reporting period. A 100-basis point increase or decrease is used when reporting
interest rate risk internally to key management personnel and represents management’s assessment of the
possible change in interest rates (also comparable to movement in interest rates during the reporting year).
At reporting date, if interest rates had been 100 basis points higher or lower and all other variables were held
constant, the Group’s net profit would:
30 June 2023
30 June 2022
+1%
$
23,645
40,283
-1%
$
(7,415)
(9,000)
This is mainly attributable to the Group’s exposure to interest rate on its bank balances bearing interest.
(f) 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.
76
76 Adslot 2023 Annual Report
Adslot 2023 Annual Report
Parent Entity Information
The following details of information are related to the parent entity, Adslot Ltd, at 30 June 2023. 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
2023
$
1,376,605
6,906,857
2022
$
2,883,709
24,878,021
8,283,462
27,761,730
478,792
1,812,947
2,291,739
641,722
1,798,873
2,440,595
160,134,280
159,254,812
984,978
909,046
(155,127,534)
(134,842,723)
5,991,724
25,321,135
(20,613,240)
(22,567,032)
(20,613,240)
(22,567,032)
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
$17,409,073 (FY2022: $21,204,917) were recorded in the current year. These transactions were eliminated
upon consolidation and do not impact the Group results.
Retained losses as at 30 June 2023 increased by $20,284,811 due to; $20,613,240 total comprehensive loss
for the year for the parent entity and the $328,428 relating to lapsed options which were reversed through
retained losses.
Related Party Transactions
Other than the transactions disclosed in Note 20 relating to key management personnel, there have been no
related party transactions that have occurred during the current or prior financial year.
Events Subsequent to Reporting Date
On 6 July 2023, the Company successfully concluded the capital raise process announced to the market on 9
June 2023. $3.15 million before cost was received for 787,268,541 ordinary shares of the Company in relation
to the Entitlement Offer component of the raise. 1,062,268,541 options attached to the Share Placement and
Entitlement Offer were issued in July.
On July 31, 2023, the Company announced its intention to conduct a buyback of unmarketable parcels (UMPs).
The proposed buyback will allow UMP Holders to sell their shares in the Company in accordance with the
Company’s constitution without incurring brokerage and other expenses. A ‘buyback’ approach also allows
eligible UMP Holders to receive the proceeds from the sale of their shares on a timelier basis than if a ‘share
sale facility’ approach was used to dispose of shares.
The buyback will also assist in reducing the Company’s share registry and other administrative costs
associated with maintaining a large number of small shareholders. Of the Company’s 2,665 current
shareholders, approximately 73.2% hold Unmarketable Parcels. The aggregate value of the Company’s shares
held by UMP Holders is $214,560 at $0.0039 per share (being the volume weighted average price for the five-
day trading period preceding the record date 28 July 2023).
Adslot 2023 Annual Report 77
Adslot 2023 Annual Report
77
Notes to the Financial Statements (Continued)
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
2023
%
2022
%
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.
78
78 Adslot 2023 Annual Report
Adslot 2023 Annual Report
Directors’ Declaration
The Directors declare that the financial statements, comprising the statement of profit or loss and other
comprehensive income, statement of financial position, statement of changes in equity, statement of cash
33 to 76
flows and accompanying notes, as set out on pages 35 to 78 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 2023 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 19 to 29 of the Directors’ Report comply with
17 to 27
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 Dyer
Chairman
Adslot Ltd
31 August 2023
Adslot 2023 Annual Report 79
Adslot 2023 Annual Report
79
80
Adslot 2023 Annual Report
Grant Thornton Audit Pty LtdLevel 22 Tower 5Collins Square727 Collins StreetMelbourne VIC 3008GPO Box 4736Melbourne VIC 3001T +61 3 8320 2222#10393148v3wwww.grantthornton.com.auACN-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 Legislation. Independent Auditor’s ReportTo the Members of Adslot LimitedReport on the audit of the financial reportOpinionWe 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 2023, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity andconsolidated statement of cash flows for the year thenended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:agiving a true and fair view of the Group’s financial position as at 30 June 2023and of its performance for the year ended on that date; and bcomplying with Australian Accounting Standards and the Corporations Regulations 2001.Basis for opinionWe 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 ofthe Financial Reportsection of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001and 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Grant Thornton Audit Pty LtdLevel 22 Tower 5Collins Square727 Collins StreetMelbourne VIC 3008GPO Box 4736Melbourne VIC 3001T +61 3 8320 2222#10393148v3wwww.grantthornton.com.auACN-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 Legislation. Independent Auditor’s ReportTo the Members of Adslot LimitedReport on the audit of the financial reportOpinionWe 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 2023, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity andconsolidated statement of cash flows for the year thenended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and the Directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:agiving a true and fair view of the Group’s financial position as at 30 June 2023and of its performance for the year ended on that date; and bcomplying with Australian Accounting Standards and the Corporations Regulations 2001.Basis for opinionWe 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 ofthe Financial Reportsection of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001and 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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial report of the current period. These matters were addressed in the context of our audit of the financial
report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
Key audit matter
How our audit addressed the key audit matter
Impairment testing of intangible assets (note 10)
Intangible assets included within the Group’s statement of
Our procedures included, amongst others:
financial position amounted to $5,560,974 at 30 June 2023.
At the half year management determined an impairment
existed and resolved to impair goodwill in full by $5.16m.
At year end a further assessment determined that internally
developed software was impaired by $1.12m. Therefore being
a total of $6.28m for the full year.
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 amount, an impairment charge
should be recognised. In addition, goodwill is required to be
tested annually for impairment.
This area is a key audit matter as impairment testing of
goodwill and intangible assets requires a high degree of
estimation and judgement by management. In addition, there
is subjectivity involved relating to assumptions and key inputs.
Revenue recognition (note 3)
The Group derives revenue by rendering services performed
under the terms of the contractual agreements. Determining
the appropriate revenue recognition methods for multiple
contractual agreements can be complex and involves
management judgment, which includes determining each
performance obligation within contracts, allocating
consideration to individual performance obligation and
identifying when performance obligations are satisfied so
revenue can be recognised. This area is a key audit matter
due to the application of judgement to the contractual
arrangements with customers.
•
•
•
•
•
•
•
Reviewing management’s indicators of impairment
assessment and assessing whether there are any which
would require further testing as required by AASB 136
Impairment of Assets;
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;
Obtaining management’s impairment testing model and
testing the mathematical accuracy and appropriateness of
the methodology of the underlying model calculations;
Reviewing the impairment model for compliance with
AASB 136;
Assessing the reasonableness of inputs and assumptions
prepared by management;
Performing sensitivity analysis of the key assumptions in
model; and
Assessing the adequacy of the Group’s disclosures within
the financial statements.
Our procedures included, amongst others:
•
•
•
•
•
•
Reviewing of revenue recognition policies to ensure
compliance with AASB 15 Revenues from Contracts with
Customers;
Performing non-substantive analytical procedures over
revenue balances;
Reviewing significant customer contracts to ensure
revenue is being appropriately recognised;
Selecting a sample of revenue transactions and
examining supporting information, including invoices,
contracts and subsequent receipts, to test occurrence,
cut-off, accuracy and recognition of revenue;
Reviewing contract liabilities and publisher liability
accounts to ensure these are appropriately treated; and
Assessing the adequacy of the Group’s disclosures within
the financial statements.
Grant Thornton Audit Pty Ltd
(cid:3)
Adslot 2023 Annual Report
81
Research and development grants and capitalised
development costs (note 8 and note 10)
During the year ended 30 June 2023, the Group recognised
Our procedures included, amongst others:
$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 $970k under the R&D Tax Incentive
Scheme from AusIndustry, for estimated 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 in
accordance with AASB 138 Intangible Assets are not
achieved.
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 2023
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.
This area is a key audit matter given the subjectivity and
management judgement applied in assessing whether costs
meet the recognition criteria of AASB 138 and meet the
recognition requirements of the R&D Tax Incentive Scheme.
Going concern (note 1(c))
•
•
•
•
•
•
•
•
•
•
Obtaining an understanding of the capitalisation process
and how costs are allocated to a project;
Reviewing compliance with criteria for capitalisation of
costs under AASB 138 Intangible Assets;
Assessing the reasonableness of total development costs
against expectations, having regard to prior year costs
and current year budgeted costs;
Testing on a sample basis, capitalised development costs
incurred to underlying supporting documentation;
Ensuring the above sample meets the recognition
requirements of accounting standing AASB 138;
Tracing the R&D receivable to submitted claims and
where applicable, subsequent cash receipt;
Testing the mathematical accuracy of R&D grant claims
accrued for;
Obtaining an understanding of the current status of
discussions with AusIndustry in relation to R&D claims;
Utilising Grant Thornton’s internal R&D expert to review
R&D receivable for reasonableness; and
Assessing the appropriateness of the disclosures in the
financial statements.
As set out in Note 1 (c) of the financial report, a delay in
Our procedures included, amongst others:
expected growth in revenues, and/or a delay in payment of
the FY2023 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
•
Collating the results of our inquiries, observations,
analytical procedures and other procedures in order to
form a conclusion on whether the preparation of the
financial statements on the going concern basis is still
normal course of business.
appropriate;
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 relation to
future cashflows of the business.
•
•
•
•
•
•
Obtaining management's 12 month forecast from the
date of opinion issuance;
Verifying the 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.
82
Adslot 2023 Annual Report
Grant Thornton Audit Pty Ltd
(cid:3)
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 2023, but does not include the financial report and our
auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the financial report or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial report
The Directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the Directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the Directors are responsible for assessing the Group’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1_2020.pdf.This
description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 15 to 24 of the Directors’ report for the year
ended 30 June 2023.
17 to 27
In our opinion, the Remuneration Report of Adslot Limited, for the year ended 30 June 2023 complies with
section 300A of the Corporations Act 2001.
Grant Thornton Audit Pty Ltd
(cid:3)
Adslot 2023 Annual Report
83
84
Adslot 2023 Annual Report
Grant Thornton Audit Pty Ltd(cid:3)ResponsibilitiesThe 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 LtdChartered AccountantsE W PassarisPartner –Audit & AssuranceMelbourne,31August 2023 Corporate Governance Statement
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/
In accordance with Listing Rule 4.10.3, Adslot’s Corporate Governance Statement can be found at
http://www.adslot.com/investor-relations/governance/
The 2023 Corporate Governance Statement will be lodged with ASX along with the Annual Report.
The 2023 Corporate Governance Statement will be lodged with ASX along with the Annual Report.
Shareholder Information
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 9 August 2023.
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 9 August 2023.
Distribution of equity securities
Distribution of equity securities
The number of shareholders by size of shareholding are:
The number of shareholders by size of shareholding are:
1 – 1,000
1,001 – 5,000
1 – 1,000
5,001 – 10,000
1,001 – 5,000
10,001 – 100,000
5,001 – 10,000
100,001 +
10,001 – 100,000
100,001 +
TOTAL
TOTAL
The number of shareholders holding less than a marketable parcel of $500
(125,000 shares):
The number of shareholders holding less than a marketable parcel of $500
(125,000 shares):
Twenty largest shareholders
Twenty largest shareholders
The names of the twenty largest holders of quoted shares are:
The names of the twenty largest holders of quoted shares are:
NATIONAL NOMINEES LIMITED
1
CITICORP NOMINEES PTY LIMITED
2
NATIONAL NOMINEES LIMITED
1
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3
CITICORP NOMINEES PTY LIMITED
2
GIDGELL PTY LTD
4
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
3
J & M BARLOW PENSION FUND
5
GIDGELL PTY LTD
4
MR ANDREW BARLOW
6
J & M BARLOW PENSION FUND
5
DAWNIE DIXON PTY LTD
7
MR ANDREW BARLOW
6
MR PETER DIAMOND + MRS DIANA DIAMOND
8
DAWNIE DIXON PTY LTD
7
CAPITAL ACCRETION PTY LTD
9
MR PETER DIAMOND + MRS DIANA DIAMOND
8
INVIA CUSTODIAN PTY LIMITED
10
CAPITAL ACCRETION PTY LTD
9
STOCK RANGE PTY LTD
11
INVIA CUSTODIAN PTY LIMITED
10
AMBLESIDE VENTURES PTY LTD
12
STOCK RANGE PTY LTD
11
13 MR PETER STANKOVIC
AMBLESIDE VENTURES PTY LTD
12
ZERO NOMINEES PTY LTD
14
13 MR PETER STANKOVIC
SAPEAME PTY LTD
15
ZERO NOMINEES PTY LTD
14
BNP PARIBAS NOMS PTY LTD
16
SAPEAME PTY LTD
15
SCINTILLA STRATEGIC INVESTMENTS LIMITED
17
BNP PARIBAS NOMS PTY LTD
16
CHARMED5 PTY LTD
18
SCINTILLA STRATEGIC INVESTMENTS LIMITED
17
SISUG PTY LTD
19
CHARMED5 PTY LTD
18
G & D DIXON INVESTMENTS PTY LTD
20
SISUG PTY LTD
19
G & D DIXON INVESTMENTS PTY LTD
20
Total Top 20 holders of Ordinary Shares
Ordinary Shares
Number of Holders Number of Shares
Ordinary Shares
Number of Holders Number of Shares
22,753
209
275
209
376
275
969
376
825
969
2,654
825
2,654
1,901
894,751
22,753
3,008,639
894,751
36,934,714
3,008,639
3,225,756,823
36,934,714
3,225,756,823
3,266,617,680
3,266,617,680
48,869,920
1,901
Listed Ordinary Shares
Listed Ordinary Shares
48,869,920
Number of
Shares
Number of
Shares
610,474,850
238,012,650
610,474,850
236,985,812
238,012,650
221,275,811
236,985,812
175,171,616
221,275,811
126,746,264
175,171,616
123,646,686
126,746,264
90,000,000
123,646,686
67,473,844
90,000,000
63,797,136
67,473,844
47,995,332
63,797,136
47,551,957
47,995,332
41,351,159
47,551,957
38,600,000
41,351,159
32,941,379
38,600,000
31,493,659
32,941,379
30,000,000
31,493,659
21,500,000
30,000,000
18,515,551
21,500,000
17,677,930
18,515,551
17,677,930
2,281,211,636
% of
Shares
% of
Shares
18.69
7.29
18.69
7.25
7.29
6.77
7.25
5.36
6.77
3.88
5.36
3.79
3.88
2.76
3.79
2.07
2.76
1.95
2.07
1.47
1.95
1.46
1.47
1.27
1.46
1.18
1.27
1.01
1.18
0.96
1.01
0.92
0.96
0.66
0.92
0.57
0.66
0.54
0.57
0.54
69.83
69.83
30.17
30.17
Total Top 20 holders of Ordinary Shares
Remaining holders balance
2,281,211,636
985,406,044
Remaining holders balance
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Classes of Shares - Adslot Ltd has only one class of share on issue, being fully paid ordinary shares.
Substantial Shareholders
Substantial Shareholders
985,406,044
Private Portfolio Managers Pty Ltd
John Patrick Barlow
Private Portfolio Managers Pty Ltd
Jencay Capital Pty Ltd
John Patrick Barlow
Jencay Capital Pty Ltd
Shares
611,793,969
Shares
396,447,427
611,793,969
236,819,145
396,447,427
236,819,145
% Shares
18.73
% Shares
12.14
18.73
7.2
12.14
7.2
Voting Rights - All ordinary shares carry one vote per share without restrictions.
Voting Rights - All ordinary shares carry one vote per share without restrictions.
Unquoted Share Options – Adslot Ltd has on issue 1,172,084,450 unquoted share options to purchase
ordinary shares of Adslot Ltd, consisting of 191 holders. This includes 81,075,000 options held by current
Unquoted Share Options – Adslot Ltd has on issue 1,172,084,450 unquoted share options to purchase
employees under the employee incentive scheme.
ordinary shares of Adslot Ltd, consisting of 191 holders. This includes 81,075,000 options held by current
employees under the employee incentive scheme.
Adslot 2023 Annual Report 85
Adslot 2023 Annual Report
Adslot 2023 Annual Report 85
85
Corporate Directory
Directors
Mr Andrew Barlow – Non-Executive Director
Mr Ben Dixon – Executive Director
Mr Adrian Giles – Non-Executive Director
Ms Sarah Morgan – Non-Executive Director
Mr Andrew Dyer – Non-Executive Chairman
Mr Tom Triscari –Executive Director
Chief Executive Officer
Mr Ben Dixon
Company Secretary
Mr Mark Licciardo
Acclime Corporate Services Aust 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: + 613 8695 9100
Head Office
Adslot Ltd
Level 2, 419 Collins Street
Melbourne, VIC 3000
Australia
Phone: + 613 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
86
Adslot 2023 Annual Report
86 Adslot 2023 Annual Report
Adslot 2023 Annual Report
87
adslot.com