DUBBER CORPORATION LIMITED
ABN 64 089 145 424
Annual Report
30 JUNE 2021
Contents
01.
End not knowing .......................................................................................................3
02. Corporate Directory ...............................................................................................5
03. Chairman’s Letter .....................................................................................................6
04. CEO & Operations Report .............................................................................10
05.
Highlights .....................................................................................................................18
06. Our Strategy ..............................................................................................................19
07.
Directors’ Report ....................................................................................................24
08.
Remuneration Report .......................................................................................30
09. Notes to the Consolidated Financial Statements ................... 55
10.
Directors’ Declaration ....................................................................................100
11.
Independent Auditor’s Report ................................................................102
2
DUBBER.NETDUBBER ANNUAL REPORT 2021 End not
knowing
Dubber is the Unified Conversational
Recording (UCR) and AI platform chosen by
the world’s leading communication service
providers and delivered from their network.
We create voice intelligence cloud services inside the leading
communications networks and solutions globally - enabling
government and business to unlock the potential of any -
and every - conversation.
Provisioned with a click, UCR enables voice data to be
generated from every conversation - voice, video and
text - and delivered to Dubber’s infinitely scalable Voice
Intelligence Cloud. Recordings can be replayed and insights
revealed through Dubber’s advanced artificial intelligence
(AI), and natural language processing (NLP).
We end not knowing
3
DUBBER ANNUAL REPORT 2021DUBBER.NET Dubber Today
FOUNDED
2011
ASX
LISTED
200+
EMPLOYEES
HQ MELBOURNE,
NATIVE & CLOUD
AUSTRALIA
LEADER
>200% MARKET
CAP GROWTH
ON PCP
>160 SP
GLOBALLY
BILLIONS OF
MINUTES RECORDED
INDUSTRY
LEADING
AI & NLP
API CONNECTIONS
& PARTNER SHIPS
“By 2025, 75% of conversations at
work will be recorded and analyzed,
enabling the discovery of added
organizational value or risk.”
GARTNER
4
DUBBER.NETDUBBER ANNUAL REPORT 2021 Corporate
Directory
BOARD OF DIRECTORS
SECURITIES EXCHANGE
Peter Clare
Non-Executive Chairman
Steve McGovern
CEO & Managing Director
Peter Pawlowitsch
Executive Director
Gerard Bongiorno
Non-Executive Director
Ian Hobson
Company Secretary
Dubber Corporation Limited shares are listed
on the Australian Securities Exchange
ASX Code: DUB
PRINCIPAL PLACE OF BUSINESS
AND REGISTERED OFFICE:
Level 5, 2 Russell Street
Melbourne VIC 3000
www.dubber.net
SHARE REGISTRY
SOLICITOR
Automic Registry Services (Automic Pty Ltd)
Milcor Legal Solicitor
Level 2, 267 St Georges Terrace Perth WA 6000
Level 1, 6 Thelma Street
Telephone: +61 8 9324 2099
West Perth WA 6005
AUDITOR
BDO Audit (WA) Pty Ltd
38 Station Street
Subiaco WA 6008
5
DUBBER.NETDUBBER ANNUAL REPORT 2021
Chairman’s
Letter
6
DUBBER.NETDUBBER ANNUAL REPORT 2021 DEAR S HARE HO LDERS
This time last year, we were acknowledging the global impacts of COVID-19. Dubber staff
have proven to be resilient in adjusting to this new world as COVID continues to have
profound implications for government, business and society as a whole.
In light of these ongoing and challenging circumstances, and
During the year the Company has continued to evolve
on behalf of all the Directors, I would like to thank all our teams
to become the global leader in native and cloud-based
who have worked tirelessly through another year of disruption
conversation recording and intelligence and our platform
and dislocation.
This same dislocation amongst our global customers continues
to drive demand for greater visibility into every conversation
for customer, people, compliance and revenue intelligence and
is accelerating through organic growth, acquisitions and
technology innovation. This growth and leadership is
generating shareholder value and global industry recognition
and relevance.
insight. We remain focused on our mission to end not knowing
It is remarkable to see what has been delivered by our teams
by enabling every communications service provider to capture
around the world, who work every day to ensure that compliant
the data in every conversation and deliver crucial insights using
and secure conversational recording happens inside the
productive AI.
world’s leading networks and applications.
We’re pleased to announce that the Company delivered strong results in FY21.
All of the Company’s key metrics showed strong increases throughout the year.
In the 12 months to 30 June 2021:
• More active users were added over the last 12 months
A planned capital raising, undertaken in July 2021, provides
significant financial contingency during these uncertain times
as well as a strong foundation to support and enhance our
global growth agenda. In addition, it enabled the business to
evaluate acquisition opportunities, scale business resources
around the world and close deals with Speik (and most
recently Notiv). As we move through FY22 we are financially
very well placed to build on our growth aspirations.
than the entire history prior;
•
Active users increased by 118% to more than 420,000
(2020: 192,544);
• Operating revenue grew from $9,649,834 to
$20,337,310; up 111% ;
• Number of billing telecommunication services providers
increased by 27% to 105;
•
Completed the acquisition of UK-based call recording
and PCI payments company Speik in December 2020,
expanding the Company’s footprint in the compliant call
recording space - and UK market.
7
DUBBER ANNUAL REPORT 2021DUBBER.NET A further capital raising
undertaken in July 2021 provided
a significant financial buffer
and created a strong financial
foundation from which we are
resourced to execute our strategy.
In addition, it enabled the business to evaluate growth opportunities, scale
business resources around the world and close acquisition targets, such
as that done for Speik - and most recently Notiv.
As we move into the 2022 financial year, the Company is well placed
to capitalise on the growth in demand for compliant conversational
recording; AI-enriched insights from conversations and the continued shift
to a new, work from anywhere workplace.
Compliant data capture and
use, security and trust
Dubber has always intended to be the most insightful and trusted
platform for conversational capture. Conversational data, enriched with
AI and NLP, is at the heart of this. We are committed to ensuring that how
we capture conversations - and how we hold the related data - is secure,
used responsibly, transparently, and consistent with global compliance
standards.
We invest heavily to protect data on the Dubber platform and encourage
our customers to adopt practices that help keep their accounts and data
safe. We continue to review and enhance our data governance, as well as
provide policies and education to guide Dubber employees on responsible
data use whether that is in designing products, developing features for
customers, or entering into partnerships.
This year we enhanced our platform’s security infrastructure and laid the
foundations for greater automation and an improved operating model for
our security services. This included IdP and service provider SSO.
Risk management
As a high-growth company, managing risks and opportunities is
critical to the execution of our strategy and maintaining the trust of all
stakeholders. The Board takes this responsibility seriously, and Dubber
has a risk management framework in place that includes regular
updates to the Board.
8
DUBBER ANNUAL REPORT 2021DUBBER.NET Diversity and inclusion
Conclusion
At Dubber, diversity means acknowledging, appreciating, and celebrating
all the many ways we are different, visible and not. It includes differences
that relate to gender, age, culture, ethnicity, race, disability, family
status, language, religion, sexual orientation, gender identity, as well
as differences in background, skills, work styles, perspectives, and
experiences.
We are committed to developing our people and creating an adaptive,
performance-enhancing culture. During FY21, we launched refreshed
principles to guide our diversity and inclusion (D&I) goals and initiatives
into the future.
Looking ahead, we expect that digital transformation will continue to
accelerate in our personal and business lives around the world. In
lock-step with this immutable trend is the unbridled growth in demand
for capturing the data in these business conversations, their insights
and value generating opportunities ambivalent to the source of those
conversations.
Dubber is well-positioned to support its customers as they adapt to
these new ways of working. Whether it be regular or mobile telephony,
or one of the myriad of digital voice or video conferencing channels,
demand for recording and analysing conversations will grow.
On behalf of the Board, I would like to thank all staff, contractors,
customers and suppliers for their resilience and determination
during these challenging times. And a special thank you to our loyal
shareholders for your support and encouragement on our journey to
unleash the potential of every conversation.
Yours faithfully,
Peter Clare
Non-Executive Chairman
9
DUBBER ANNUAL REPORT 2021DUBBER.NET
CEO &
Operations
Report
10
DUBBER.NETDUBBER ANNUAL REPORT 2021 WE LCO ME
FY2021 has been a landmark period for Dubber.
Dubber finished FY21
strongly and enters
FY22 with momentum
and confidence in our
long-term strategy
underpinned by three
commercial philosophies:
Today Dubber is globally
recognized as the leader
in UCR and AI - an
essential part of any
communications service
delivered from within
their networks through
the Cloud.
We came into the year with the goal of doubling the size of our business and have
exceeded that across our key metrics notably being 25% ahead of our internal target
for the company’s annualised recurring revenue (ARR).
While we continued to pursue our longer-term strategy we were also able to focus on
supporting our customers and partners’ immediate requirements during the year as
they answered the need for a new way to work and communicate from anywhere.
1
2
3
Recording of every conversation - voice, video and text - should be available
immediately, as a Service directly from the telephony network or unified
communications solution.
AI should be enabled for every carrier network and communications service
with voice data centralized and managed securely and compliantly in the
cloud.
Hyper-scale UCR and AI is a source of advantage for Dubber, and its
application will accelerate with the continued evolution of the Dubber
Voice Intelligence Cloud. This fuels our business model with a competitive
and economic advantage by enabling any conversation to be recorded
from any source, and unified on one platform to provide integrated
reporting, alerts, search and more.
Major global trends underpin these three principles. These include the rapid
evolution of the needs of major service providers to derive more value from the
content on networks as core infrastructure is commoditized; accelerating demands
for secure and compliant solutions; the rapid adoption of the cloud to answer the
need for compliance, people, revenue and customer intelligence; and the increasing
use of AI and NLP to enrich data and insights. One of our fundamental beliefs is
that AI has a part to play as a standard feature of every call and conversation -
supporting compliance and the overall performance of government and business in
a post-pandemic world.
Covid has accelerated these trends and the end of legacy call recording by driving
the rapid proliferation of unified communications and new applications to connect
dislocated employees and customers.
The Dubber Platform and Voice Intelligence Cloud is the only one of its kind, built to
operate the same way a service provider provisions its services instead of providing
applications or hardware at an individual enterprise or business level. As a result,
Dubber is presented either in the service provider’s brand or as Dubber products.
The integration of the Dubber Platform at a network level underpins our strategy
and commercial opportunity for the business. Once deployed, the Dubber Platform
is invariably the only network call recording and data capture technology in a service
provider network. The potential for the service to be terminated at any point in the
future is low - as exemplified by the zero network churn Dubber in FY21.
11
DUBBER ANNUAL REPORT 2021DUBBER.NET
SCALI NG BU S IN ES S
OPER A T IONS
The Company successfully completed a capital raising and share purchase plan in
October and November 2020, totalling $45M (before costs), consolidating our financial
footing with closing cash of $32,041,224.
We continue to deploy this capital to grow our team and product leadership, which
are essential to realising the potential of Foundation Partnerships. And, we continue to
pursue attractive M&A opportunities globally.
Execution of strategy: Notable Highlights
CISCO FOU NDAT IO N
PARTN E R
AT&T
FSI
MICRO SO FT TEA MS ,
ZOOM , RIN GC ENTR AL
The company announced Cisco as its first major Foundation Partner meaning that every
subscription of Cisco Webex Calling and Unified Communications Manager (UCM) cloud
includes Dubber as a standard feature. Dubber compliant call capture is available as a
standard feature of Cisco for Webex Calling and UCM - availing any service provider using
Cisco Broadsoft of the ability to offer Dubber to its customers. Dubber Foundation benefits
Cisco and Dubber customers with a required capability as a standard feature while
providing for the broader journey in which the content of calls can be transformed into
rich, usable data for compliance, productivity, insights and customer engagement.
Dubber launched compliant Unified Call Recording and Voice AI on 3 AT&T Networks:
AT&T IP Toll-Free Network, AT&T Hosted Voice Service and Cisco Webex Calling with
AT&T Business in the United States. AT&T serves more than 3 million businesses
globally, including many Fortune 500 and enterprises across financial services, retail,
healthcare, insurance and manufacturing sectors. AT&T IP Toll-Free is a SIP trunking
service that delivers inbound toll-free calls to business customer locations over the
entire AT&T network.
Dubber’s partnership in EMEA deepened with the company securing major wins with
significant financial institutions across the regions. Dubber anticipates this relationship
continuing to strengthen in the coming quarters based on this success.
The adoption of Unified Communications spanning calling, video, and messaging
accelerated during Covid. Dubber remains the only company capable of unifying
conversations from all sources in one Cloud service and platform, applying AI and NPL
to deliver meaningful insights. Dubber announced and expanded major integrations
with Microsoft Teams, Zoom and RingCentral.
Dubber remains one of the only partners to achieve compliance call recording
certification for Microsoft Teams. To be certified under the Microsoft program,
companies are required to submit their solutions for rigorous third-party approved
testing for quality assurance, performance within the Microsoft Azure environment,
interoperability and compatibility with the Teams user experience, security and
compliance, marketing and customer support.
12
DUBBER ANNUAL REPORT 2021DUBBER.NET TELSTRA
OPTUS
M&A
DEEPENING &
STRENGTHENING
PARTNERSHIPS
PRODUCT
UPDATES
Dubber continued to meet growing customer demand for Telstra TIPT, SIP Connect
and Liberate services - and now Cisco Webex and Microsoft Teams.
Dubber is now available on the Optus Loop services offering and anticipates launching
new services with Optus in the near future. In addition, Dubber is the preferred UCR
platform on Optus for Microsoft Teams, Cisco Webex and Cisco UCM-C. Together the
company is engaged with a number of significant Australian enterprises.
Dubber’s overall strategy is to grow organic Annualised Recurring Revenue (ARR)
while augmenting that growth with strategic acquisitions where possible. Acquisitions
must either add accretive and synergistic revenue or provide substantial product and
technology capability, which will drive organic ARR growth. During FY21 we successfully
completed the acquisition of Speik, significantly increasing our ARR, footprint in major
UK mobile service providers - specifically the major provider, O2 - and, expanded our
PCI compliance offerings.
Dubber continued to deepen its technology partnerships with IBM and Amazon while
expanding its global distribution relationships with Ingram and Cisco Commerce Web.
We made significant investments in product development and technology in FY21,
delivering new capabilities for service providers, government and businesses alike. We
made enhancements that simplify the capture of all conversational content, focus on
providing fast and accurate data, streamlined workflows, and deeper insights through
advances in AI and NLP.
These included:
• New packages for general use by individuals, teams, and enterprises. And, new
solutions to meet the specific requirements of compliance teams.
•
•
•
•
•
•
Automatic language detection of the dominant language in a recording such that
transcription, sentiment and tone use the dominant detected language
IdP SSO & SP-SSO for Dubber accounts, simplifying security and access using a
business’ identity provider
Transcription cross-talk elimination to eliminate transcription errors due to cross talk
and improvement of transcriptions when a caller is in a noisy environment
Legal hold, protecting recordings from deletion (by user, by retention period, or
accidental) to ensure recordings remain for future retrieval
AI speaker and question detection enhancing the resulting transcription to be more
conversational and readable
Improved data management functionality for retention periods and exporting data
13
DUBBER ANNUAL REPORT 2021DUBBER.NET
Outlook
WE ENTER THE NEW
FISCAL YEAR WITH A
STRONG FOUNDATION
FOR GROWTH:
•
•
•
•
Continued deployment into tier-one communications services, including native
integration of the world’s largest mobile networks
The pipeline of orders via our existing partner networks and channels continues to
grow. Through our Foundation Partner program, we anticipate having even greater
access to subscribers with Dubber available on every end-point by default - and those
Subscribers accessible by Dubber to upgrade them to more fully-featured solutions.
The rapid evolution of our products - including pricing and packaging - driving
consumption and AI-rich subscriptions
Exponential growth in the need for voice data at a massive scale across the whole of
government and business. And, for that data enriched with Dubber’s advanced AI and
NLP technologies.
•
The expansion of our Foundation Partners - and the program itself - leading to
Dubber’s presence as a pre-packed service within the service provider offering.
• Our capacity to continue to scale the operating team in crucial revenue-generating
roles. Dubber remains a sought after employer both in terms of its culture, product
offering and growth potential.
CONCLUSION
The Company achieved many significant milestones in FY21 - particularly in securing
secure footprints in major communications and services - which positively impact our
long-term future.
Our belief in Dubber and the need for UCR has never been stronger. UCR should be
available as a ‘switch on’ feature as part of a communications service and AI capability,
including transcription and data-driven insights. UCR will become a standard feature
expectation as part of a communications service and embedded in every business’
daily activity.
On behalf of the Dubber Board and leadership team, I’d like to acknowledge and thank
all our team worldwide for their commitment, resilience, and hard work during FY21.
And thanks to you, our partners, shareholders, customers for your continuing support
of Dubber.
“Voice data is one of the last great untapped resources for companies... By making data and
insights from conversations more accessible, we unlock the potential to drive digital and customer
experience transformation through voice. With the pandemic and acceleration of remote work,
moving to network-centric and unified call recording has never been more important.
Together with Dubber, we can help answer these customer needs on a global scale.”
Rich Shaw, Vice President, Voice & Collaboration, AT&T Business 1
1 Source: https://www.dubber.net/dubber-news-announcements/att-business-supercharges-its-ip-toll-free-iptf-network-with-dubber-unified-call-recording-ucr-and-voice-ai/
14
DUBBER ANNUAL REPORT 2021DUBBER.NET Continued growth
in end users
450 ,0 00
400,0 00
350 ,0 00
300,0 00
250 ,0 00
2 00,000
150 ,0 00
100,0 00
50, 00 0
0
FY18
FY19
FY20
FY21
The 2021 financial year has shown substantial growth in all key metrics reflecting the scaling of business operations to
match the global opportunities for the Company’s technology and business plan. The Company also continued to focus on
laying the foundations for future success by engaging with leading global carriers and service providers in the knowledge
that expansion of the global network footprint provides a large-scale addressable market.
15
DUBBER.NETDUBBER ANNUAL REPORT 2021 FY21
Key Highlights
Annualised Recurring
Revenue (A UD $’000s )
ARR CAGR
148%
Since FY18
REVENUE CAGR
94%
Since FY18
USER CAGR
143%
Since FY18
CHURN RATE
3.7%
Since FY18
CASH AT BANK
$32m
EOFY21
40, 000
36, 000
32, 000
28, 000
24, 000
20, 000
16, 000
12, 000
8, 000
4, 000
0
FY18
FY19
FY20
FY21
FY18
FY19
FY20
FY21
A R
$2.55m
$8.22m
$16.10m
$39m
REVENUE
$3.18m
$7.39m
$11.84
$23.3m
MC
59m
250m
235m
791m
USERS
29,405
94,824
192,544
420,000+
S P CON TRA CT ED
S P BI LL I NG
38
23
106
43
138
83
160
105
16
DUBBER ANNUAL REPORT 2021DUBBER.NET
Telco Growth
Over the coming years, Dubber expects its service to
be available on multiple carrier networks within each
of its existing relationships, with a notable expansion
into mobile offerings.
61%
CAGR
Since FY18
66%
CAGR
Since FY18
36
19
106
43
CONTRACTED
BILLIN G
160
142
105
87
FY18
FY19
FY20
FY2 1
17
DUBBER ANNUAL REPORT 2021DUBBER.NET
Highlights
+111%
INCREASE IN
OPERATING
REVENUE
$9.64m
$20.33m
OPERATING REVENUE IN 2020
OPERATING REVENUE IN 2021
118%
192,544
USERS IN 2020
INCREASE
IN USERS
420,000+
USERS IN 2021
16%
138
INCREASE
IN SERVICE
PROVIDERS
160
TELECOMMUNICATION
PROVIDERS IN 2020
SERVICE PROVIDERS
IN 2021
$32m CASH AT BANK AT 30 JUNE 2021
18
DUBBER ANNUAL REPORT 2021DUBBER.NET Our
Strategy
19
DUBBER.NETDUBBER ANNUAL REPORT 2021 This year we made significant progress on our core strategy to enable the world’s
communications service and solution providers to extract value from every conversation on
their networks and services. By making Dubber a native and feature-rich solution available to
every customer, we unlock the potential of billions of connected end-points.
Why Dubber Exists
Our Purpose
To improve the way the
world communicates,
listens and connects
Our Mission
To Dub every communications
Our Vision
To realise the potential of Conversational
service in the world - voice, video,
Data as a Service - unlocking the power of
chat and more
conversation data for government, service
providers and businesses globally
1
Dubber on every network and communication solution globally
AI on every phone and end-point
fuelling the Voice Intelligence Cloud
Answering customers’ needs for compelling and new
differentiated services, creating recurring value from
the content flowing on their networks and services
Areas of investment
•
•
•
Best-in-class unified conversation caputure and AI-
enrichment for communications services
Robust technology to drive innovation at speed
Expansion of sales, marketing and support globally
2
Win and serve efficiently with partners - direct & channel
Create network effects with every end-point
Areas of investment
and user, creating incremental growth
Answering customers needs for increasing recurring
revenue, customer retention and differentiation
•
•
Attract, inspire and retain world class talent
Foundation Partner offerings and footprint
• Optimise operational, product and financial structure
3
AI powered intelligence & insight
Create more value for partners and customers than
Areas of investment
ever before through compliant UCR data, connections
and integrations
Answering customers needs for compliance, customer,
revenue and people intelligence - enriched with AI
•
Advancing Dubber’s AI, NLP and digital signal
processing leadership
• Government and business needs for compliance,
customer, people and revenue intelligence
• New use cases leveraging data, AI, and NLP
20
DUBBER ANNUAL REPORT 2021DUBBER.NET
Strategy
Highlights
Realising the potential of voice data as a service
STRA T EGY #1
Dubber on every network and
communications solution globally
Our momentum with major service providers continued to
accelerate globally including Cisco, AT&T, Verizon, Microsoft,
02, Telstra, Optus and more.
We launched a first-of-a-kind global partner program - Dubber
AI on every phone and end-point fuelling the
Foundation - whereby a service provider includes Dubber as a
Voice Intelligence Cloud
core feature for every subscription. This enables providers of
communications services to deploy UCR and AI for any content
and end-point at a fraction of the cost of legacy solutions
and with significant revenue and retention potential. Our
first Foundation Partner has launched Dubber on its primary
Webex Calling and Cisco UCM services.
Dubber Foundation
Dubber as a standard feature in every subscription
The Pathway to revenue, retention & differentiation
Simple & easy
deployment
Assisted & frictionless
enablement of
Dubber Go
Co-partnering and
Dubber investment
to cross and upsell
Significant
recurring & new
revenue
“Customers worldwide are responding to increased regulatory and compliance obligations for their businesses.
Embedding tools, like Dubber call recording, as a standard service that is available to Webex users, will help
customers meet those requirements while enabling easy access to powerful advanced voice data services.”
Lorrissa Horton, Vice President and General Manager of Webex Calling and Online.
21
Reduce CAPEX and OPEXImmediate differentiation and retentionConversation to richer solutions & significant ARR buildExpansion through AI-enriched data solutions and additional servicesDUBBER ANNUAL REPORT 2021DUBBER.NET
STRA T E GY #2
Win and serve efficiently with
partners – direct & channel
Create network effects with every end-point
and user, creating incremental growth
We expanded our offerings and services across all the world’s
major UC platforms including Cisco Webex Teams and Webex
Calling, Microsoft Teams, Zoom, and RingCentral. Today we
are the only truly UCR that is compliant, secure and infinitely
scalable.
New pricing and packaging - including the innovative Dubber
Go solution offered to Foundation Partners - enables us
to deliver fit-for-purpose solutions to governments and
businesses of every size.
Accelerating our revenue momentum
Dubber has built a 4-layered network effect.
The larger the company gets, the faster it grows.
U
P
R
A
g
n
i
s
a
e
r
c
n
I
f
o
.
o
N
e
g
a
r
e
v
A
r
e
i
r
r
a
c
r
e
p
s
r
e
s
u
g
n
i
l
l
i
B
%
Strategic & accretive M&A
Immediate opportunity to broaden distribution
footprint and accelerate new product development
attracting more service providers and subscribers.
Expand Dubber universe of solutions
Continuously add new functionality. Address more
and more conversational end-points, enhancing
AI-enriched data sets.
Foundation Partner Program
Instantly “switch-on” customer base. Introduce
end-user to universe of Dubber Solutions.
Expand to new services and customers.
Jun-17
Jun-17
Jun-19
Jun-20
Jun-21
Jun-22
Jun-23
s
r
e
i
r
r
a
c
f
o
.
o
N
Significant & growing TAM*
Accelerationg cloud adoption. Growth of
distributed communications. Customer
migration from legacy call recording solutions.
STRA TE GY #3
AI powered intelligence & insights
Create more value for partners and customers than
ever before through compliant UCR data, connections
and integrations
Dubber continued to innovate, launching new features
harnessing its AI leadership. These included features such as
automatic language detection enabling Dubber to transcribe
to the preferred language when two languages are being
spoken.
The successful acquisition of Speik added new networks
and broadened our compliance offerings - especially for PCI
Compliance. Speik joined Dubber with a long and successful
seven-year track record with a number of UK service providers,
including O2, the UK’s largest network. Speik immediately grew
Dubber’s market-leading position in EMEA and contributed
positively to Dubber’s overall ARR momentum with a profitable
Statement of Financial Position.
22
DUBBER ANNUAL REPORT 2021DUBBER.NET
How Dubber is used today
The uses of Dubber are virtually endless. From the simple and easy ability to
replay a conversation when you need it most through rich insights to fuel people,
compliance, revenue and customer intelligence.
Compliance
Intelligence
Revenue
Intelligence
Reduce the cost and risk of security and non-compliance
through UCR with integrated and dedicated compliance
storage and archiving. True AI, ML, and NLP automatically
detect security, data loss, and compliance risks across
video, voice, chat, and content in what is shared, shown,
spoken, and typed.
Dubber captures customer interactions across phone, web
conferencing, and email. True AI understands what was said
in these interactions, and delivers insights to help your team
win more. Connected to Salesforce, businesses generate
real-time accurate records of every conversation, accelerating
sales productivity and effectiveness by improving training and
coaching. Disputes can be resolved with certainty.
People
Intelligence
Customer
Intelligence
Working from anywhere has reduced visibility into employee
Transform customer experience through intelligence. See
sentiment, wellbeing and performance. Dubber enables real-
satisfaction and sentiment data in real-time and gain a vital
time monitoring of all communication channels to maintain
lens into what’s working and what isn’t. Resolve disputes faster
performance and conduct standards and safeguard against
based on what was said. Enhance customer data sets with an
data loss.
accurate record of conversations.
Answering the needs of every government, business and individual
CR UCIAL CONVE RSATIONS
Jess uses call recordings to verify crucial
conversations for order accuracy and
dispute resolution
CUSTO ME R EXPERI ENCE
Jim sees every sales conversation and
presentation in Salesforce, in real-time with
customer and employee sentiment analysis
BUSINESS PR ODUCTIVI TY
Marcia captures team meetings and
presentations to boost productivity and
keep accurate records of what matters
C OMPLIA NCE
Jeff records all lenders calls for
compliance, conducting real-time
search and alerting on keywords
C OA CH ING & T RA INING
Cathy captures every conversation for
coaching and performance management
IT V OICE DATA
M ANA GE ME NT
Jon integrates all voice data for rapid
reporting and enterprise surveillance,
meeting compliance mandates
23
DUBBER ANNUAL REPORT 2021DUBBER.NET Directors’
Report
24
DUBBER.NETDUBBER ANNUAL REPORT 2021 Your directors present their report of Dubber Corporation Limited and its
controlled entities (the Group) for the financial year ended 30 June 2021.
Directors have been in office since the
start of the financial year to the date of this
report unless otherwise stated.
Directors
Steve McGovern
Peter Clare
Peter Pawlowitsch
Gerard Bongiorno
CEO & Managing Director
Non-Executive Chairman
Executive Director
Non-Executive Director
The particulars of the qualifications, experience and special responsibilities of each director are as follows:
STEVE MCGOVERN
MANAGING DIRECTOR
Experience
Mr McGovern is a founder of Dubber Pty Ltd. He has over 25 years’ experience in
the fields of telecommunications, media sales, pay TV and regulatory. Mr McGovern
has been a senior executive of several established companies, both domestically and
internationally, which have been primarily associated with new and emerging markets
and have required a strong sales and solutions focus.
Interest in Shares and Options/
Rights at the date of this report
• 9,836,242 ordinary shares held directly and indirectly
• 3,070,215 ZEPOs held directly or indirectly
Directorships held in other listed
entities in the past three years
• Linius Technologies Limited (April 2016 – present)
MR PETER CLARE
NON-EXECUTIVE CHAIRMAN
Experience
Peter is a highly experienced senior executive with an active interest in technology and
innovation and has a number of private equity investments in fintech and other new
technology businesses. He also holds a number of other non-executive director positions
with independent companies/businesses.
He was previously Managing Director and Chief Executive Officer for Westpac in New
Zealand and held Group Executive roles at Westpac, Commonwealth and St George
banks in Australia, with responsibility for Strategy, Mergers and Acquisitions, Product,
Operations, Technology, Property and Procurement. His background also includes
Insolvency Accounting and Management Consulting.
Peter’s qualifications include a BCom and MBA. He is a member of the Australian Institute
of Company Directors, a Fellow of the Governance Institute of Australia, the Financial
Services Institute of Australasia, and Certified Practicing Accountants Australia.
Interest in Shares and Options/
Rights at the date of this report
• 765,000 ordinary shares held indirectly
• 89,053 ZEPOs held indirectly
• 600,000 remuneration options held indirectly
Directorships held in other listed
entities in the past three years
• Lynch Group Holdings Limited (February 2021 – present)
25
DUBBER ANNUAL REPORT 2021DUBBER.NET
MR PETER PAWLOWITSCH
EXECUTIVE DIRECTOR
Experience
Mr Pawlowitsch holds a Bachelor of Commerce from the University of Western Australia,
is a current member of the Certified Practicing Accountants of Australia, a Fellow of the
Governance Institute of Australia and holds a Master of Business Administration from
Curtin University.
These qualifications have underpinned more than fifteen years’ experience in the
accounting profession and more recently in business management and the evaluation
of businesses and projects.
Interest in Shares and Options/
Rights at the date of this report
• 4,964,511 ordinary shares held indirectly
• 1,617,703 ZEPOs held indirectly
Directorships held in other listed
entities in the past three years
• VRX Silica Limited (February 2010 – present)
• Knosys Limited (March 2015 – present)
• Novatti Group Limited (June 2015 – present)
• Family Zone Cyber Safety Limited (September 2019 – present)
MR GERARD BONGIORNO
NON-EXECUTIVE DIRECTOR
Experience
Mr Bongiorno is Principal and Co-CEO of Sapient Capital Partners, a merchant banking
operation and has over 30 years of professional experience in capital raisings and
corporate advisory. Prior to forming Sapient (formerly Otway Capital), Gerard was Head of
Property Funds Management at Challenger Financial Services Group (CFG) and was Group
Special Projects Manager at Village Roadshow. Earlier in his career he worked at KPMG in
insolvency and corporate Finance. Gerard received his Bachelor’s Degree in Economics
and Accounting from Monash University and the Program for Management development
at Harvard Business School PMD75.
Interest in Shares and Options/
Rights at the date of this report
• 796,723 ordinary shares held indirectly
• 51,641 ZEPOs held indirectly
• 300,000 remuneration options held indirectly
Directorships held in other listed
• Linius Technologies Limited (February 2017 – present)
entities in the past three years
26
DUBBER ANNUAL REPORT 2021DUBBER.NET Company Secretary
Mr Ian Hobson, the Company Secretary since 17 October 2011 holds a
Bachelor of Business degree and is a Chartered Accountant and Chartered
Secretary. Mr Hobson provides company secretary services and corporate,
management and accounting advice to a number of listed public companies.
Corporate Information
C OR PO RATE S TRUCT UR E
Dubber Corporation Limited is a limited liability company that is
incorporated and domiciled in Australia. Dubber Corporation Limited has
prepared a consolidated financial report incorporating the entities that it
controlled during the financial year as follows:
Dubber Corporation Ltd
Medulla Group Pty Ltd
Dubber Pty Ltd
Dubber Ltd (UK)
Dubber USA Pty Ltd
Dubber, Inc.
- parent entity
- 100% owned controlled entity
- 100% owned controlled entity
- 100% owned controlled entity
- 100% owned controlled entity
- 100% owned controlled entity
Dubber Connect Australia Pty Ltd
- 100% owned controlled entity
CallN Pty Ltd
Aeriandi Ltd
Voxygen Ltd
- 100% owned controlled entity
- 100% owned controlled entity
- 100% owned controlled entity
PRI NCIPA L AC TIV I TIES
The principal continuing activities of Dubber Corporation Limited and its
controlled entities consisted of provision of call recording and audio asset
management in the cloud.
27
DUBBER.NETDUBBER ANNUAL REPORT 2021
Operating and
Financial Review
REVIEW OF OP ERATIONS
A review of operations for the financial year and the results of
those operations is contained within the review of operations
preceding this report.
OPERATIN G RESULTS
The loss from ordinary activities after providing for income tax
amounted to $31,697,438 (2020: $18,000,260).
FINANCIAL P OSITION
On 30 June 2021 the Group had net assets of $58,956,036
(2020: $25,546,379) and cash reserves of $32,041,224
(2020: $18,408,881).
DIVIDENDS
No dividends were paid or declared during the year. No
recommendation for payment of dividends has been made.
28
DUBBER.NETDUBBER ANNUAL REPORT 2021 Significant changes
in the state of affairs
Significant changes in the state of affairs of the Company during the financial year are detailed
in the review of operations.
In the opinion of the directors, there were no other significant changes in the state of affairs
of the Company that occurred during the financial year under review not otherwise disclosed
in this report or in the financial statements.
Events subsequent
to reporting date
In July 2021, the Company announced a $110,000,000 placement (before costs) to be
completed in two (2) tranches. The first tranche was completed on 29 July 2021 and the
second tranche was approved by shareholders at a general meeting on 2 September 2021.
The Company completed the acquisition of AI Technology Company Notiv, by way of cash and
equity for circa AU$6.6M on 20 September 2021.
No other matters or circumstances have arisen since the end of the financial year.
Likely developments
and expected results
of operations
The Group will continue to pursue its principal activity of rolling out and developing its cloud-
based call recording and audio asset management platform.
Meetings of directors
The numbers of meetings of directors
held during the year and the numbers
of meetings attended by each director
were as follows:
DIRECTORS' MEETINGS
Number eligible
Number
to attend
attended
Mr Steve McGovern
Mr Peter Clare
Mr Peter Pawlowitsch
Mr Gerard Bongiorno
11
11
11
11
11
11
11
11
29
DUBBER ANNUAL REPORT 2021DUBBER.NET Remuneration
Report
30
DUBBER.NETDUBBER ANNUAL REPORT 2021 Remuneration Report
The remuneration report details the key management personnel remuneration
arrangements for the consolidated entity, in accordance with the requirements of the
Corporations Act 2001 and its Regulations.
Key management personnel are those persons having
The following persons were directors of Dubber Corporation
authority and responsibility for planning, directing
Limited during the financial year:
and controlling the activities of the entity, directly or
indirectly, including all directors.
Steve McGovern
CEO & Managing Director
Peter Clare
Non-Executive Chairman
Peter Pawlowitsch
Executive Director
Gerard Bongiorno
Non-Executive Director
Other persons that fulfilled the role of a key management
person during the year, are as follows:
James Slaney
Chief Operating Officer
Peter Curigliano
Chief Financial Officer
Russell Evans
Chief Revenue Officer
31
DUBBER ANNUAL REPORT 2021DUBBER.NET Overview of Remuneration Policies
The Board as a whole is responsible for considering remuneration policies and packages
applicable both to directors and executives of the Consolidated Entity.
Key management personnel have
service agreements were entered into
objectives while LTI’s focus on the
authority and responsibility for
with CEO & Managing Director, Mr
delivery of strategic objectives and
planning, directing and controlling
Steve McGovern and Chief Operating
the activities of the Company and
Officer, Mr James Slaney. In addition,
the Consolidated Entity, including
the review resulted in a change of
directors of the Company and other
role for Mr Peter Pawlowitsch from
executives.
Broadly, remuneration levels for
key management personnel of the
Company and of the Consolidated
Entity are competitively set to attract
Non-Executive Directive to Executive
Director - Commercial and Strategy,
under a new executive service
agreement. These new agreements
became effective from 1 July 2020.
and retain appropriately qualified and
The following is what was in place
experienced directors and executives
during the 2021 financial year:
and reward the achievement of
strategic objectives. In the previous
financial year and completed this
year, the Board implemented
an independent review of its
remuneration policies to come into
effect from 1 July 2020. The review
also included recommendations on
the design and operation of short
term and long-term incentive plans
for the Company’s executives. As a
result of this review, new executive
Remuneration packages can consist
of fixed remuneration including base
salary, employer contributions to
superannuation funds, cash bonuses
and non-cash benefits.
The Company has a variable
remuneration package for directors,
which involves short term incentives
(STI) and long term incentives (LTI).
STI’s incentives are broadly linked to
the delivery of annual operational
creation of sustainable shareholder
value. STI’s and associated
performance targets are set annually
by the Board. LTI’s are set every
three (3) years by the Board and are
linked to the delivery of the Group’s
business plan, subject to continued
employment and achievement over
the life of the Remuneration Policy.
Mr Steve McGovern’s bonus plan
was replaced by a new Employment
Services Agreement (ESA) in FY21.
Hence, no cash bonus was paid or
accrued to Mr Steve McGovern in
FY21 (2020: $150,000).
Bonuses of $20,000 and $40,000
were paid to key management
personnel Mr James Slaney and
Mr Russell Evans in line with a
determination by the Board and
the achievement of sales targets
respectively. (2020: $40,000 and
$35,000 respectively)
32
DUBBER.NETDUBBER ANNUAL REPORT 2021 FIXED REM UN ERA TI ON
Fixed remuneration consists of base remuneration (which is
calculated on a total cost basis and includes any FBT charges
RELATIONSHIP BETWEEN THE
REMUNERATION AND C OMPANY
PERFORMANCE
related to employee benefits including motor vehicle), as well as
The remuneration policy has been tailored to increase goal
employer contributions to superannuation funds.
Remuneration levels are reviewed annually by the Board
through a process that considers individual, segment and overall
performance of the Consolidated Entity. The Board has regard to
remuneration levels external to the Consolidated Entity to ensure
the directors’ and executives’ remuneration is competitive in the
marketplace.
Executive directors are employed full time and receive fixed
congruence between shareholders, directors and executives. Two
methods have been applied to achieve this aim, the first being a
performance-based rights subject to performance based vesting
conditions, and the second being the issue of options or shares
to key management personnel to encourage the alignment of
personal and shareholder interests.
Short term incentives and associated performance targets are to be
set annually by the Board. For the 2020/21 financial year they are:
remuneration in the form of salary and statutory superannuation
•
the 2021/2022 financial year budget for the business of
or consultancy fees, commensurate with
their required level of services.
the Group shows that the business will have sustainable
cash flows to cover budgeted operating costs for that year;
Non-Executive directors, unless otherwise specified by any non-
executive and consultancy service agreement in place, receive a
fixed monthly fee for their services. Where non-executive directors
provide services materially outside their usual Board duties, they
•
•
a positive personal scorecard’; and
core business objectives (six or more) and product
releases (six or more).
are remunerated on an agreed retainer or daily rate basis.
SERVI CE AG REE MENTS
For the 2020/21 financial year, short term incentive remuneration
is payable only by way of STI ZEPOs, subject to Shareholder
approval where required. For subsequent years, short term
It is the Consolidated Entity’s policy that service agreements
incentive remuneration is payable at the executive’s election up to
for key management personnel are unlimited in term but
100% in cash, with the balance in equity in the form of STI ZEPOs.
capable of termination on 3 months’ notice and that the
Consolidated Entity retains the right to terminate the service
agreements immediately, by making payment equal to 3
months’ pay in lieu of notice.
Long term incentives are to be set every three years by the
Board and will be linked to delivery of the Group’s business plan,
subject to continued employment, achievement over the life of
the Remuneration Policy (ie within that three year period) with
The service agreement outlines the components of
performance targets over the next three years being:
compensation paid to key management personnel but does
not prescribe how remuneration levels are modified year to
year. Remuneration levels are reviewed annually on a date as
close as possible to 30 June of each year to take into account
•
•
key management personnel’s performance.
recurring revenue targets; and
targets for agreements in place for the deployment of
the Dubber call recording service on telecommunication
networks.
Certain key management personnel will be entitled to bonuses
as the Board may decide in its absolute discretion from time
Long term incentive remuneration is payable in equity only in the
form of LTI ZEPOS.
to time.
NON-E X ECUTI V E DIRECTO RS
Total remuneration for all non-executive directors, last voted
upon by shareholders at the 2014 Annual General Meeting, is
not to exceed $500,000 per annum and has been set at a level
to enable the Company to attract and retain suitably qualified
directors. The Company does not have any scheme relating to
retirement benefits for non-executive directors.
33
DUBBER ANNUAL REPORT 2021DUBBER.NET Share-based Payment
OPTIO NS
The Company operates an Employee Incentive Plan (“EIP”) for
executives and employees of the Consolidated Entity. In accordance
with the provisions of the EIP, executives and employees may be
granted options (ZEPO or strike price) to purchase ordinary shares
at an exercise price to be determined by the Board with regard to
the market value of the shares when it resolves to offer the options.
The options may only be granted to eligible persons after the Board
considers the person’s seniority, position, length of service, record of
employment, potential contribution and any other matters which the
Board considers relevant.
Each employee share option converts into one ordinary share of
the Company on exercise. No amounts are paid or payable to the
Company by the recipient on receipt of the option. The options carry
neither right to dividends nor voting rights. Options may be exercised
at any time from the date of vesting to the date of their expiry.
The number of options granted is determined by the Board. Typically,
options granted under the EIP expire within thirty-six months of their
issue. The options are not exercisable until the vesting date provided
the participant is an employee at the relevant vesting date.
34
DUBBER.NETDUBBER ANNUAL REPORT 2021 SHAR ES
The directors, at their discretion, may issue shares to participants under the
Employee Share Plan (“ESP”) at any time, having regard to relevant considerations
such as the participant’s past and potential contribution to the Company, and
their period of employment with the Company. Directors of the Company, full-
time employees and part-time employees of the Group who hold a salaried
employment or office in the Group, are eligible to participate in the ESP.
Plan shares may be issued at an issue price to be determined by the Board, which
may be a nominal or nil issue price if so determined by the Board. The number of
plan shares issued is determined by the Board.
The plan shares are issued on the same terms as the fully paid ordinary shares of
the Company and rank equally with all of the Company’s then existing shares.
The Board may impose conditions in an offer of plan shares that must be satisfied
(unless waived by the Board in its absolute discretion) before the plan shares
to which the condition applies can be sold, transferred, assigned, charged or
otherwise encumbered.
Where a restriction condition in relation to plan shares is not satisfied by the
due date, or becomes incapable of satisfaction in the opinion of the Board, the
Company must, unless the restriction condition is waived by the Board:
Where the plan shares were issued for no cash consideration, buy back the
relevant plan shares within 12 months of the date the restriction condition was
not satisfied (or became incapable of satisfaction) at a price equal to $0.0001 per
share; or
Where the shares were issued for cash consideration, use its best endeavours
to buy back the relevant plan shares within 12 months of the date the restriction
condition was not satisfied (or became incapable of satisfaction) at a price equal to
the cash consideration paid by the participant for the plan shares.
To date, plan shares offered under the ESP vest in three equal tranches on each
of the three consecutive annual vesting dates. The shares are not issued to the
participant until the vesting date provided the participant is an employee at the
relevant vesting date.
35
DUBBER ANNUAL REPORT 2021DUBBER.NET LOAN FU N DED SHA RES
Loan funded shares offered under the plan may be issued to
the participant or purchased on-market, at the discretion of
the Board. It is the Board’s present intention that loan funded
shares will be issued to participants.
Participants will acquire loan funded shares at market value as
at the grant date using a loan provided by the Company. The
loan will be interest-free and limited recourse in accordance
with the loan terms and the plan rules. The plan rules require
the loan to be repaid before a participant can sell their shares.
The Board has the discretion to impose such vesting conditions
in relation to the loan funded shares as it deems appropriate.
These may include conditions relating to continued employment
or service, performance (of the participant or the Company) and
the occurrence of specific events.
A participant must not sell, transfer, encumber or otherwise
deal with a loan funded share unless otherwise permitted under
the plan or determined by the Board. The loan funded shares
will not be quoted on ASX and, at the discretion of the Company,
will be the subject of a “holding lock”, restricting the participant’s
ability to trade the shares.
Forfeiture conditions apply at all times while each participant
holds loan funded shares, such that the participant will forfeit
their interest in the loan funded shares where the participant is
determined by the Board to:
•
•
•
be a leaver;
be in breach of any terms of the loan; or
fail to satisfy the vesting conditions.
•
•
•
•
the date the loan funded shares are forfeited;
the date the Board determines any of the vesting conditions
will not be satisfied;
the date the Company is wound up; or
the date, other than above, that the participant and the
Company agree to in writing.
The loan is interest-free and fee-free, and limited recourse.
Limited recourse means the repayment amount will be the
lesser of the outstanding loan value and the market value of the
loan funded shares that were acquired using the loan.
If the participant’s loan funded shares are of lower value than
the loan balance at the time that they are required to repay the
loan, that participant’s loan funded shares will be disposed of at
market value and the proceeds applied in full satisfaction of the
loan obligations.
The participant may repay the loan before the repayment
date. The loan must be repaid in full (or arrangements for the
repayment of the loan entered into to the satisfaction of the
Board), and the vesting conditions satisfied, before the loan
funded shares can be disposed of.
If dividends are paid by the Company on the participant’s loan
funded shares, the Company will apply the after-tax value of the
dividends to the repayment of the loan.
When the loan is due for repayment, the Company may sell or
buy-back some or all of the participant’s loan funded shares to
satisfy the outstanding loan balance. The proceeds from any
sale or buy-back of the loan funded shares will be applied to
Participants will be invited to purchase shares using loan funds
repay the outstanding loan balance and any excess funds after
under a loan agreement with the Company. The loan must
costs and expenses will be returned to the participant if they are
always be repaid if the participant wishes to benefit from the
entitled to them under the terms of the plan rules and the loan.
shares. Participants only benefit from growth in share price.
The loan commences on the grant date and, subject to the
Share Plan vest in three equal tranches on each of the first,
Board’s discretion to permit the loan to continue for a further
second and third anniversaries of the grant date, provided
specified period, must be repaid by the earliest of the following:
the participant has not ceased employment, engagement or
To date, loan funded shares offered under the Loan Funded
•
•
five years from the grant date;
the date the participant ceases employment, engagement
or directorship with the Company;
directorship with the Company before the relevant vesting date.
36
DUBBER ANNUAL REPORT 2021DUBBER.NET PERFORMAN CE RIGHT S
The Directors, at their discretion, may at any time invite eligible
The performance rights granted under the plan will be subject
employees to participate in the Performance Rights Plan. The
to vesting conditions determined by the Board from time to
eligible participants under the plan are full time and part time
time and expressed in a written offer made by the Company
employees (including Directors) of the Company and its related
to the eligible employee which is subject to acceptance by
bodies corporate or any other person who is declared by the
the eligible employee within a specified period. The vesting
Board to be eligible to receive a grant of performance rights
conditions may include one or more of (i) service to the
under the plan (eligible employees). Subject to Board approval,
Company of a minimum period of time (ii) achievement of
an eligible employee may nominate a nominee to receive the
specific performance conditions by the participant and/or by
performance rights to be granted to the eligible employee.
the Company or (iii) such other performance conditions as
The plan is administered by the Directors,
who have the power to:
i. determine appropriate procedures for administration of the
plan consistent with its terms;
ii.
resolve conclusively all questions of fact or interpretation in
connection with the plan;
iii. delegate the exercise of any of its powers or discretions
arising under the plan to any one or more persons for
such period and on such conditions as the Board may
determine; and
iv. suspend, amend or terminate the plan (subject to
restrictions on amendments to the plan which reduce the
rights of the participant in respect of any performance
rights or shares already granted).
Performance rights will be granted for nil cash consideration,
unless the Board determines otherwise (which will be no more
than a nominal amount). No amount will be payable on the
exercise of performance rights under the plan.
The plan does not set out a maximum number of shares that
may be made issuable to any one person or company.
the Board may determine and set out in the offer. The Board
determines whether vesting conditions have been met.
Performance rights will have an expiry date as the Board may
determine in its absolute discretion and specify in the offer to
the eligible employee.
The vesting conditions of performance rights will have a
milestone date as determined by the Board in its absolute
discretion and will be specified in the offer to the eligible
employee. The Board shall have discretion to extend a
milestone date.
Performance rights will not be listed for quotation. However, the
Company will make application to ASX for official quotation of all
shares issued on vesting of the performance rights within the
period required by the Listing Rules.
The Performance rights are not transferable unless the Board
determines otherwise or the transfer is required by law and
provided that the transfer complies with the Corporations Act.
If a vesting condition of a performance right is not achieved
by the earlier of the milestone date or the expiry date then
the performance right will lapse. An unvested performance
right will also lapse if the participant ceases to be an eligible
employee for the purposes of the plan by reason of resignation,
The shares to be issued following the performance rights
termination for poor performance or termination for cause
vesting conditions being satisfied, will be issued on the same
(unless the Board determines otherwise).
terms as the fully paid, ordinary shares of the Company and
will rank equally with all of the Company’s then existing shares.
The Board may apply such further voluntary escrow on shares
issued on conversion of performance rights as it shall determine
appropriate.
Under the plan, if the participant ceases to be an employee of
the Company or of a related body corporate for any reason
other than those reasons set out in the paragraph above,
37
DUBBER ANNUAL REPORT 2021DUBBER.NET including (but not limited to) upon the retirement, total and
Change of control event means:
permanent disability, redundancy, death of a participant or
termination by agreement then in respect of those performance
rights which have not satisfied the vesting condition but have
not lapsed, then the participant shall be permitted to continue
to hold those performance rights as if the participant was still an
eligible employee except that any continuous service condition
i. the occurrence of:
a)
the offeror under a takeover offer in respect of all shares
announcing that it has achieved acceptances in respect of
50.1% or more of the Shares; and
will be deemed to have been waived (unless the Board determines
b)
that takeover bid has become unconditional; or
otherwise).
If, in the opinion of the Board, a participant acts fraudulently
or dishonestly, is in breach of his or her obligations to the
Company and its related bodies corporate or has done an act
which has brought the Company or any of its related bodies
corporate into disrepute, or the Company becomes aware of a
material misstatement or omission in the financial statements
ii. the announcement by the Company that:
a)
shareholders have at a Court convened meeting of
shareholders voted in favour, by the necessary majority,
of a proposed scheme of arrangement under which all
shares are to be either (1) cancelled, or (2) transferred to a
third party; and
in relation to the Company Group, a participant is convicted of
b)
the Court, by order, approves the proposed scheme of
an offence in connection with the affairs of the Company Group
arrangement.
or a participant has judgment entered against him in any civil
proceedings in respect of the contravention of his duties at law
in his capacity as an employee or officer of the Company Group,
the Board will have the discretion to deem any performance
rights to have lapsed.
The Board may waive, amend or replace any vesting condition
attaching to a performance right if the Board determines
that the original vesting condition is no longer appropriate or
applicable, provided that the interests of the relevant participant
are not, in the opinion of the Board, materially prejudiced or
If in the opinion of the Board, performance rights vested as a
advantaged relative to the position reasonably anticipated at the
result of the fraud, dishonesty or breach of obligations of either
time of the grant.
the participant or any other person and in the opinion of the
Board, the performance rights would not have otherwise vested;
or the Company is required by, or entitled under, law to reclaim
an overpaid bonus or other amount from a participant, then the
Board may determine (subject to applicable law) any treatment
There are no participating rights or entitlements inherent in
the performance rights and participants will not be entitled
to participate in new issues of capital offered to shareholders
during the currency of the performance rights.
in relation to the performance rights or shares to comply
If the Company makes an issue of shares pro rata to existing
with the law or to ensure no unfair benefit is obtained by the
shareholders there will be no adjustment to the number
participant.
of shares which must be allocated on the exercise of a
If there is a change of control event in relation to the Company
performance right.
prior to the conversion of the performance rights, then all
If the Company makes a bonus issue of shares or other
remaining milestones will be deemed to have been achieved and
securities to existing shareholders (other than an issue in lieu or
each performance right will automatically and immediately convert
in satisfaction of dividends or by way of dividend reinvestment)
into shares, however, if the number of shares to be issued as a
the number of shares which must be allocated on the exercise
result of the conversion of all performance rights due to a change
of a performance right will be increased by the number
in control event in relation to the Company is in excess of 10%
of shares which the participant would have received if the
of the total fully diluted share capital of the Company at the time
performance right had vested before the record date for the
of the conversion, then the number of performance rights to be
bonus issue.
converted will be prorated so that the aggregate number of shares
issued upon conversion of all performance rights is equal to 10%
of the entire fully diluted share capital of the Company.
To date, performance rights offered under the Performance
Rights Plan have milestones with an expiry date set as the
vesting conditions.
38
DUBBER ANNUAL REPORT 2021DUBBER.NET Employment Details of Directors and
other Key Management Personnel
Remuneration and other terms of employment for key management
personnel are formalised in service agreements. Details of these
agreements are as follows:
STEVE MCGO VE RN
CEO & MANAGING DIRECTOR
Agreement type:
Executive Service Agreement
Agreement commenced:
1 July 2020
Term of Agreement:
Remuneration:
Termination notice:
3 year minimum term to 30 June 2023, then rolling with 6 month termination notice
Annual salary of $456,000 plus statutory superannuation.
The Company may terminate the agreement on six months written notice. If notice of
termination is given more than 6 months from the end of the initial term, then employment shall
be deemed to be on the last day of the initial term.
PETER CLAR E
NON-EXECUTIVE C HAIRMAN
Agreement type:
Agreement commenced:
Term of Agreement:
Remuneration:
Letter of appointment
1 December 2017
No fixed term
Annual fee of $109,500 and reimbursement of all reasonable expenses incurred in performing
the Non-Executive Chairman’s duties.
Termination notice:
None specified
P E T E R P AWLOWI TSCH
EXECUTIVE DIRECTOR
Agreement type:
Executive Service Agreement
Agreement commenced:
1 July 2020
Term of Agreement:
Remuneration:
3 year minimum term to 30 June 2023, then rolling with 6 month termination notice
Annual fee of $144,658 plus statutory superannuation, plus reimbursement of all reasonable
expenses incurred in performing the Executive Director’s duties.
Termination notice:
The Company may terminate the agreement on six months written notice. If notice of
termination is given more than 6 months from the end of the initial term, then employment shall
be deemed to be on the last day of the initial term.
39
DUBBER ANNUAL REPORT 2021DUBBER.NET GERA RD B ON GI ORNO
NON-EXECUTIVE DIRECTOR
Agreement type:
Letter of appointment
Agreement commenced:
Term of Agreement:
Remuneration:
2 July 2017
No fixed term
Annual fee of $75,000 (inclusive of statutory superannuation) plus reimbursement of all reasonable
expenses incurred in performing the Non-Executive Director’s duties.
Termination notice:
None specified
JAMES SLAN E Y
CO -FO UNDER AND C HIEF OPERATING OFFICE R
Agreement type:
Executive Service Agreement
Agreement commenced:
1 July 2020
Term of Agreement:
Remuneration:
Termination notice:
3 year minimum term to 30 June 2023, then rolling with 6 month termination notice
Annual salary of $415,000 plus statutory superannuation.
The Company may terminate the agreement on six months written notice. If notice of termination
is given more than 6 months from the end of the initial term, then employment shall be deemed
to be on the last day of the initial term.
PETER CU RIG LI ANO
CH IEF FINANCIAL OFFICER
Agreement type:
Executive Service Agreement
Agreement commenced:
Term of Agreement:
Remuneration:
Termination notice:
18 June 2018
No fixed term
Annual salary of $220,000 plus statutory superannuation..
The Company may terminate the agreement on 3 months’ notice, or by providing a cash payment
in lieu of such notice.
RUSSE LL E VA NS
CH IEF REVENUE OFFICER
Agreement type:
Service Agreement
Agreement commenced:
Term of Agreement:
Remuneration:
Termination notice:
6 May 2019
No fixed term
Annual salary of $320,000 plus statutory superannuation.
The Company may terminate the agreement on 3 months’ notice, or by providing a cash payment
in lieu of such notice.
40
DUBBER ANNUAL REPORT 2021DUBBER.NET Details of Remuneration for Year
Details of the remuneration of each director and named executive officer of the Company, including their personally-related entities,
during the year was as follows:
Short Term Benefits
Year
Salary and
Cash
Fees
Bonus
Long
Term
Benefits
Annual
& Long
Service
Leave
Post-Employment
Share
Based
Payments
Superannuation
Options,
Total
Remuneration
Remuneration
Rights or
Shares
consisting of
based on
options, rights
performance
or shares
Executive Directors:
S McGovern
2021
2020
$
456,000
$
-
$
$
$
$
149,202
25,000
d) 3,153,715
3,783,917
240,000
150,000
23,556
22,800
-
436,356
P Pawlowitsch
2021
144,658
2020
100,000
Non-Executive Directors:
P Clare
G Bongiorno
2021
2020
2021
2020
109,500
109,500
75,000
75,000
Other Key Management Personnel:
-
-
-
-
-
-
-
-
-
-
-
-
13,743
d) 3,178,845
3,337,246
9,500
-
109,500
-
-
-
-
176,911
286,411
a) 49,068
158,568
93,206
168,206
a) 26,367
101,367
J Slaney
C Jackson (e)
P Curigliano
R Evans
2021
2020
2021
2020
2021
2020
2021
2020
405,000
20,000
104,798
25,000
d) 3,287,298
3,842,096
321,896
40,000
25,633
24,700
b) 600,000
1,012,229
-
208,587
217,901
215,905
-
-
-
-
-
3,808
17,662
12,924
-
-
-
19,816
c) 292,300
511,512
24,999
-
260,562
24,995
c) 134,670
388,494
320,000
40,000
13,955
30,400
435,110
839,465
320,000
35,000
8,647
31,825
c) 263,130
658,602
Total
2021
1,728,059
60,000
285,617
119,142
10,325,085
12,517,903
2020
1,590,888
225,000
74,568
133,636
1,365,535
3,389,627
%
83
-
95
-
62
31
55
26
86
59
-
56
-
35
52
40
83
40
%
83
34
24
-
-
-
-
-
86
4
-
-
-
-
5
6
83
7
a) Subject to vesting dates under the Loan Funded Share Plan as detailed in the section titled ‘Compensation Securities Issued to Key Management Personnel’.
b) Fully Paid Ordinary shares issued upon successful achievement of the business objectives of the Company’s long-term strategy.
At the time of issue to Mr J Slaney, these shares were valued at $1.60 per share.
c) Options and shares issued under the Company’s employee share and option plans.
d) The share price for valuation purposes of ZEPOs at the date of shareholder approval or acceptance by the executive, was substantially higher than at the
date of offer to the executives resulting in a higher value disclosed in the remuneration report than would have been otherwise.
•
•
•
The ZEPOs for Mr Steve McGovern at date of offer (1 July 2020) were valued at $0.941 & at date of shareholder approval (30 November 2020) - $1.659. Hence, deemed value of ZEPOs at offer
date: $1,788,816 / reported value at reporting date: $3,153,715.
The ZEPOs for Mr Peter Pawlowitsch at date of offer (1 July 2020) were valued at $0.941 & at date of shareholder approvals - 30 November 2020 and 23 July 2021 were $1.659 and $3.199
respectively. Hence, deemed value of ZEPOs at offer date: $1,155,871 / reported value at reporting date: $3,178,845.
The ZEPOs for Mr James Slaney at date of offer (1 July 2020) were valued at $0.941 & at date of offer acceptance (8 June 2021) - $2.919. Hence, deemed value of ZEPOs at offer date: $1,059,728 /
reported value at reporting date: $3,287,298.
e) Mr C Jackson was not included in key management personnel in FY21.
41
DUBBER ANNUAL REPORT 2021DUBBER.NET Compensation Securities Issued to
Key Management Personnel
PERFORMAN CE RIGHT S
No performance rights were issued for the year ended 30 June 2021 (2020: $0).
LOAN F UNDE D SHA RES
In FY18 the following loan funded shares were issued as part of the remuneration
package of directors appointed during that year.
Key Management
Grant Date
Personnel
Number
Granted
Value per Loan
Vesting Date
Number
Number
Balance at
Funded Share at
Grant Date
Vested during
Vested in
30/06/21
the year
Prior Years
Unvested
G Bongiorno
Tranche 1
Tranche 2
Tranche 3
P Clare
Tranche 1
Tranche 2
Tranche 3
Total
29/11/17
175,000
29/11/17
175,000
29/11/17
175,000
01/12/17
200,000
01/12/17
200,000
01/12/17
200,000
$0.27
$0.27
$0.27
$0.42
$0.42
$0.42
20/12/18
20/12/19
-
-
175,000
175,000
20/12/20
175,000
-
30/01/19
30/01/20
-
-
200,000
200,000
30/01/21
200,000
-
1,125,000
375,000
750,000
-
-
-
-
-
-
-
The issue of the loan funded shares to Mr Gerard Bongiorno was approved by
shareholders at the 2017 annual general meeting held on 29 November 2017. The
total value of the loan funded shares was $141,750. The fair value was determined
using a Black-Scholes model with an underlying share price of $0.360, volatility
of 100% and an interest rate of 2.09%. The value of the loan funded shares has
been allocated over the vesting period of each tranche. At 30 June 2021, $7,317
(approximately 5% of the total value of the loan funded shares), assessed as vested is
included in the remuneration table above.
The issue of the loan funded shares to Mr Peter Clare was approved by shareholders
at general meeting held on 30 January 2018. The total value of the loan funded shares
was $250,560. The fair value was determined using a Black- Scholes model with an
underlying share price of $0.555, volatility of 100% and an interest rate of 2.47%. The
value of the loan funded shares has been allocated over the vesting period of each
tranche. At 30 June 2021, $15,461 (approximately 6% of the total value of the loan
funded shares), assessed as vested is included in the remuneration table above.
42
DUBBER ANNUAL REPORT 2021DUBBER.NET
ADDIT IO N AL
IN FORM ATION
We aim to align our executive remuneration to our strategic and business
objectives and the creation of shareholder wealth. The Group has continued to
grow its operating revenue over the last financial year. As outlined in the operating
and financial review, growth in revenue in particular annualised recurring revenue is
a key focus of the Group. The table below shows measures of the group’s financial
performance over the last five years as required by the Corporations Act 2001.
These are not necessarily consistent with the measures used in determining the
variable amounts of remuneration to be awarded to KMPs and Directors. As a
consequence, there may not always be a direct correlation between the statutory
key performance measures and the variable remuneration awarded.
The earnings of the consolidated entity for the five years to 30 June 2021 are
summarised below:
Sales revenue
EBITDA
EBIT
Profit after income tax
2021
$’000
20,337
(27,348)
(30,393)
(31,697)
2020
$’000
9,649
(15,691)
(17,743)
(18,000)
2019
$’000
5,547
(7,933)
(9,629)
(9,648)
2018
$’000
1,502
(9,640)
(11,209)
(11,319)
The factors that are considered to affect total shareholders return (‘TSR’) are
summarised below:
Share price at financial year end ($)
Total dividends declared (cents per share)
Basic loss per share (cents per share)
2021
3.09
-
(13.25)
2020
1.13
-
(9.30)
2019
1.34
-
(6.22)
2018
0.42
-
(9.19)
2017
$’000
510
(8,128)
(9,691)
(9,853)
2017
0.215
-
(11.12)
43
DUBBER ANNUAL REPORT 2021DUBBER.NET
REMU N ER A TIO N
CONS U LTA NT S
During the year the Board implemented an independent review of its remuneration
policies to come into effect from 1 July 2020. The new policies and framework were
finalised and applied retrospectively from 1 July 2020, and furthermore were disclosed
to shareholders in a Notice of Meeting released to the share market on 23 October
2020 for the approval of the equity component of the related parties.
VOT IN G A ND CO MM ENTS
MADE AT THE CO MPA NY’S
202 0 A NN UA L GENERA L
MEETI NG (‘AG M”)
OTHE R T RAN S ACTI ONS
WITH KEY MAN A GEMENT
PERSON NE L
At the 2020 AGM, 98% of the votes received supported the adoption of the
remuneration report for the year ended 30 June 2020. The Company did not receive
any specific feedback at the AGM regarding its remuneration practices.
Telephony services totalling $2,297 (2020: $2,150) were provided by Canard Pty Ltd, a
company associated with Mr Steve McGovern. Trade payables at 30 June 2021 include
a balance of $1,161 (30 June 2020: $193) payable to Canard Pty Ltd. Intelligent Voice
and 1300 MY SOLUTION are businesses associated with Mr Steve McGovern. The
Group earned service fee income of $65,815 (2020: $57,943) from Intelligent Voice
and $119,036 (2020: $168,269) from 1300 MY SOLUTION. Trade receivables at 30
June 2021 include balances of nil (30 June 2020: nil) due from Intelligent Voice and
1300 MY SOLUTION.
During the financial year, advisory services of $0 (2020: $42,750) were provided by Mr
Peter Pawlowitsch’s consultancy company, Gyoen Pty Ltd for services outside his usual
Board duties. Trade payables at 30 June 2021 include a balance of $0 (30 June 2020:
$4,125) payable to Gyoen Pty Ltd.
Services totalling $10,000 (2020: $Nil) were provided by Bassplay Pty Ltd, a company
associated with Mr Peter Curigliano. Other receivables at 30 June 2021 includes an
amount of $100,977 (30 June 2020: $140,977) receivable from the Medulla Group Pty
Ltd vendors, including Mr Steve McGovern and Mr James Slaney.
All transactions are conducted on normal commercial terms and on an arm’s
length basis.
This concludes the remuneration report, which has been audited.
44
DUBBER ANNUAL REPORT 2021DUBBER.NET Additional Disclosures Relating to Key Management Personnel
SHAR EH OLDIN GS
The number of shares in the Company held during the financial year by each director
and other members of key management personnel of the Consolidated Entity,
including their personally related parties, is set out below:
Key Management Personnel
Balance at
Received as
Options
Acquired/
Net
Balance
start of Year
Remuneration
Exercised
disposed
Change
at End of
S McGovern
P Clare
P Pawlowitsch
G Bongiorno
J Slaney
P Curigliano
R Evans
Total
7,747,328
765,000
3,409,348
792,111
3,624,831
190,500
16,500
-
-
-
-
-
-
100,000*
-
-
-
-
-
167,500
-
833,333
-
833,333
-
-
9,090
-
16,545,618
100,000
167,500
1,675,756
Other
Year
-
-
-
-
-
-
-
-
8,580,661
765,000
4,242,681
792,111
3,624,831
367,090
116,500
18,488,874
*FPO shares issued as a part of an employment contract.
OPTION HOLDI NGS
The number of options over ordinary shares in the Company held during the financial year
by each director and other members of key management personnel of the Consolidated
Entity, including their personally related parties, is set out below:
Key
Balance at
Received as
Options
Options
Net
Balance at
Number
Unvested
Management
Start of Year
Remuneration
Exercised
Expired
Change
end of Year
vested and
Personnel
S McGovern
P Clare
P Pawlowitsch
G Bongiorno
J Slaney
P Curigliano
R Evans
Total
-
-
-
-
-
4,325,796
696,988
2,339,532
356,253
3,431,456
-
-
-
-
-
167,500
150,000
317,500
-
(167,500)
500,000
-
11,650,025
(167,500)
Other
exercisable
-
-
-
-
-
-
-
-
4,325,796
696,988
2,339,532
356,253
3,431,456
-
1,000,000
3,325,796
7,953
654,426
4,612
689,035
1,685,106
351,641
1,000,000
2,431,456
-
-
650,000
400,000
250,000
11,800,025
3,066,991
8,733,034
-
-
-
-
-
-
-
-
Terms and conditions of the share based payment arrangements:
The assessed fair values of the options was determined using a binomial option pricing model or Black-Scholes model, taking
into account the exercise price, term of option, the share price at grant date and expected price volatility of the underling share,
expected yield and the risk-free interest rate for the term of the option. For the options granted during the current financial year,
the inputs to the model used were:
Grant date
Number of options
Vesting date
Total value ($)
30 November 2020
5,452,051
8 June 2021
3,431,456
1 July 2020
1,213,277
30/6/21, 15/8/21 & 30/6/23
30/6/21, 15/8/21 & 30/6/23
30/6/21, 30/6/22 & 30/6/23
$9,044,952
$10,016,420
$3,881,273
Expense recognised in FY21 ($)
$3,962,346 (2020: $ -)
$3,287,298 (2020: $ -)
$2,370,214 (2020: $ -)
Exercise Price
Fair Value Per Option
Expected life of options (years)
$ -
$1.659
3
$ -
$2.919
3
$ -
$3.199
3
45
DUBBER ANNUAL REPORT 2021DUBBER.NET
Grant date
Number of options
Vesting date
Total value ($)
24 March 2021
153,241
30/6/21, 30/6/22, 30/6/23
& 30/6/24
$490,218
24 March 2021
24 March 2021
300,000
30/6/24
300,000
30/6/24
$607,800
$593,100
Expense recognised in FY21 ($)
$102,013 (2020: $ -)
$49,886 (2020: $ -)
$48,680 (2020: $ -)
Exercise Price
Fair Value Per Option
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Expected life of options (years)
Grant date
Number of options
Vesting date
Total value ($)
$ -
$3.199
-
-
-
3
3
$1.75
$2.026
-
75%
0.13%
3
3
$1.75
$1.977
-
75%
0.13%
3
3
24 March 2021
13 May 2020
13 May 2021
300,000
30/6/24
$569,700
250,000
13/5/21
$199,300
250,000
13/5/22
$451,000
Expense recognised in FY21 ($)
$46,759 (2020: $ -)
$199,300 (2020: $ -)
$59,310 (2020: $ -)
Exercise Price
Fair Value Per Option
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
$1.75
$1.899
-
75%
0.13%
3
100%
0.10%
3
5,452,051 ZEPOs granted to Executive Directors as of 30 November 2020
Director
Stephen McGovern
Peter Pawlowitsch
Total
2020 ZEPOs
1,000,000
250,000
1,250,000
$1.165
$0.7972
-
100%
0.25%
3
100%
0.25%
3
STI ZEPOs
255,581
67,404
322,985
$2.64
$1.804
-
100%
0.10%
3
100%
0.10%
3
LTI ZEPOs
3,707,215
808,851
3,879,066
3,431,456 ZEPOs granted to Co-Founder and Chief Operating Officer, James Slaney as of 8 June 2021
2020 ZEPOs
1,000,000
STI ZEPOs
187,035
LTI ZEPOs
2,244,421
Vesting conditions for the above are as follows:
2020 ZEPOS
The 2020 ZEPO shall vest on 30 June 2021 if the holder remains in continued employment with the Company until 30 June 2021.
STI ZEPOS
The STI ZEPOS shall vest on the date that the 2021/2022 financial year budget for the business of the Group is approved by the
Board and that budget shows that the business will have sufficient cash from cash at bank and budgeted operating revenue to
sustain budgeted operating costs for that year.
46
DUBBER ANNUAL REPORT 2021DUBBER.NET
Subject to achievement of the sustainable cash flow condition above:
i.
If the holder receives a positive “Personal Scorecard” (scorecard to be determined by agreement between the
Company and the Executive) for the financial year ended 30 June 2021 from the Board for performance over the
previous 12 months, 50% of the STI ZEPOS shall vest.
ii.
If, by 30 June 2021, the Group has achieved 8 or more core business objectives and/or product releases (to be
determined by agreement between the Company and the Executive) then the following proportion of the remaining
50% of the STI ZEPOS shall vest, namely achieving:
(A) 8 core business objectives and/or product releases - 20%
(B) 9-40%
(C) 10 -60%
(D) 11 - 80%, and
(E) 12 or more - 100%
LTI ZEPOS
If the holder remains in continued employment with the Company until 30 June 2023, the LTI ZEPOS shall vest as follows:
i. Recurring revenue (50% of LTI ZEPOs). The following proportions of LTI ZEPOs shall vest where recurring revenue for
the Group by 30 June 2023 is:
(A) at or above $40 million but less than $60 million: 33% at $40 million with a straight-line pro rata vesting up to 60%;
(B) at or above $60 million but less than $80 million: 60% at $60 million with a straight-line pro rata vesting up to 100%; and
(C) at or above $80 million: 100%.
Recurring revenue means operating revenue of the Group for any month multiplied by 12 exclusive of one off revenue
fees such as connection fees and any R&D or other grant revenue
ii. Agreements for deployments into telecommunication networks (50% of LTI ZEPOs). The following proportions of LTI
ZEPOS shall vest where, by 30 June 2023, the Group has agreements in place for the deployment of the Dubber call
recording service on to telecommunication service provider networks (whether or not yet active):
(A) at least 170 but less than 185: 33% at 170 with a straight-line pro rata vesting up to 60%;
(B) at least 185 but less than 200: 60% at 185 with a straight-line pro rata vesting up to 100%; and
(C) at or above 200: 100%.
1,213,277 ZEPOs granted to Executive Director Mr Peter Pawlowitsch as of 1 July 2020
Vesting
If the holder remains an employee of the Company as at the relevant date, the Options shall vest as follows:
i.
one-third of the Options (rounded up to the nearest whole number) shall vest on 30 June 2021;
ii.
a further one-third of the Options (rounded up to the nearest whole number) shall vest on 30 June 2022; and
iii.
the remaining Options shall vest on 30 June 2023.
47
DUBBER ANNUAL REPORT 2021DUBBER.NET
153,241 ZEPOs granted to Non-Executive Directors Mr Peter Clare and Mr Gerard Bongiorno as of 24 March 2021
Director
Mr Peter Clare
Mr Gerard Bongiorno
Total
ZEPOs
96,988
56,253
153,241
Vesting
If the holder remains as a director of the Company as at the relevant date or in certain cases of prior departure the Board exercises
its discretion otherwise in accordance with the 2020 Plan, the ZEPOS shall vest as follows:
i.
8.2% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2021;
ii. 30.6% of the aggregate number of ZEPOS (rounded down to the nearest whole number) shall vest on 30 June 2022;
iii. 30.6% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2023;
and
iv.
the balance shall vest on 30 June 2024.
900,000 Remuneration Options granted to Non-Executive Directors Mr Peter Clare and Mr Gerard Bongiorno as of 24 March 2021
Director
Mr Peter Clare
Mr Gerard Bongiorno
Total
Remuneration
600,000
300,000
900,000
The Options shall vest on 30 June 2024 if the holder remains as a director of the Company as at that date, or in certain cases of
prior departure if the Board exercises its discretion otherwise in accordance with the 2020 Plan, as follows:
i.
one-third of the Options shall vest if the price of Shares traded on ASX has achieved $3.00 or more on a 20-day
volume-weighted average price (20-day VWAP) basis before that date;
ii. a further one-third of the Options shall vest if the price of Shares traded on ASX has achieved $4.00 or more on a 20-
day VWAP basis before that date; and
iii.
the remaining Options shall vest if the price of Shares traded on ASX has achieved $5.00 or more on a 20-day VWAP
basis before that date.
250,000 Yearly tenure options granted as of 13 May 2020 and 13 May 2021 to Chief Revenue Officer Mr Russell Evans
Vesting period is 12 months
SHAR E S
The assessed fair value of the shares was determined using share price at grant date.
For the shares granted during the current financial year, the inputs to the model used were:
Grant date
Number of options
Vesting date
Expense recognised in FY21 ($)
Fair Value Per Share
1 December 2020
100,000
12/5/21
$176,500
$1.765
48
DUBBER ANNUAL REPORT 2021DUBBER.NET INDEM NI FYI NG
OFFIC ER S OR
AUD ITO RS
Dubber Corporation Limited has paid premiums to insure directors against liabilities for
costs and expenses incurred by them in defending legal proceedings arising from their
conduct while acting in the capacity of director of Dubber Corporation Limited, other
than conduct involving a wilful breach of duty in relation to Dubber Corporation Limited.
SHARE OP TIONS AND ORD INAR Y S H ARES
At the date of this report there were the
following unissued ordinary shares for
which options were outstanding:
During the year the following
options were granted:
During the year the following
options were exercised:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
345,000 options expiring 15 January
2022, exercisable at $0.38 each
60,000 options expiring 20 September
2022, exercisable at $1.25 each
150,000 options expiring 20 September
2022, exercisable at $0.75 each
945,000 options expiring 22 March
2023, exercisable at $0.75 each
1,387,035 STI ZEPOs expiring
30 June 2023
3,879,066 LTI ZEPOs expiring
30 June 2025
414,665 ZEPOs expiring
31 January 2024
439,136 options expiring 31 January
2024, exercisable at $1.80 each
75,000 options expiring 31 January
2024, exercisable at $1.68 each
50,000 options expiring 30 November
2023, exercisable at $1.21 each
100,000 options expiring 31 May 2024,
exercisable at $1.60 each
100,000 ZEPOs expiring 31 May 2024
140,676 ZEPOs expiring 31 July 2024
900,000 options expiring 31 July 2024,
exercisable at $1.75 each
4,535,083 ZEPOs expiring
30 June 2025
250,000 options expiring 12 May 2024,
exercisable at $1.165 each
250,000 options expiring 12 May 2025,
exercisable at $2.64 each
100,000 ZEPOs expiring 6 August 2023
100,000 ZEPOs expiring 6 August 2024
•
•
•
•
•
•
1,250,000 ZEPOs expiring 30
June 2023
322,985 STI ZEPOs expiring 30
June 2023
3,879,066 LTI ZEPOs expiring 30
June 2025
840,825 ZEPOs expiring 31
January 2024
433,272 options expiring 31
January 2024, exercisable at
$1.80 each
75,000 options expiring 31
January 2024, exercisable at
$1.68 each
•
•
•
•
•
•
•
335,500 options expiring 15
January 2022, exercised at
$0.38 each
70,000 options expiring 20
September 2022, exercised at
$1.25 each
2,000,000 options expiring 31
December 2020, exercised at
$0.80 each
275,000 options expiring 22 March
2023, exercised at $0.75 each
360,000 ZEPOs expiring
22 March 2023
121,971 ZEPOs expiring
31 January 2024
1,111 options expiring 31 January
2024, exercised at $1.80 each
Since the end of the financial year, the following securities
were exercised:
→
→
→
110,290 options at $0.38 each
265,000 options at $0.75 each
2,967,846 ZEPOs
49
DUBBER ANNUAL REPORT 2021DUBBER.NET
PROC EEDING S ON
BEHA LF O F T HE
COMP AN Y
No person has applied for leave of Court to bring proceedings on behalf of Dubber
Corporation Limited or intervene in any proceedings to which Dubber Corporation
Limited is a party for the purpose of taking responsibility on behalf of Dubber
Corporation Limited for all or any part of those proceedings.
Dubber Corporation Limited was not a party to any such proceedings during the year.
EN VIRO N ME N TAL
RE G U LAT ION S
The Group is not currently subject to any specific environmental regulation under
Australian Commonwealth or State law.
NON- AU DIT
S E RVI CES
There were no amounts paid or payable to the auditor for non-audit services provided
during the year by the auditor other than those outlined in Note 17 to the financial
statements.
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
Corporation Act 2001.
The directors are of the opinion that the services as disclosed in Note 17 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 undermine the general principles relating to auditor
independence as set out in APES 110 Code 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 advocate for the Company or jointly
sharing economic risks and rewards.
AUD IT OR ’S
IN DE PEN DENC E
DECLA RA TION
The auditor’s independence declaration for the year ended 30 June 2021, as required
under section 307C of the Corporations Act 2001, has been received
and is included within the financial report.
Signed in accordance with a resolution of the Board of Directors:
Peter Clare
Chairman
Dated: 29 October 2021
50
DUBBER ANNUAL REPORT 2021DUBBER.NET Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF DUBBER CORPORATION
LIMITED
As lead auditor of Dubber Corporation Limited for the year ended 30 June 2021, I declare that, to the
best of my knowledge and belief, there have been:
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF DUBBER CORPORATION
LIMITED
2. No contraventions of any applicable code of professional conduct in relation to the audit.
relation to the audit; and
As lead auditor of Dubber Corporation Limited for the year ended 30 June 2021, I declare that, to the
This declaration is in respect of Dubber Corporation Limited and the entities it controlled during the
best of my knowledge and belief, there have been:
period.
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Dubber Corporation Limited and the entities it controlled during the
period.
Dean Just
Director
BDO Audit (WA) Pty Ltd
Perth, 29 October 2021
Dean Just
Director
BDO Audit (WA) Pty Ltd
Perth, 29 October 2021
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
CONS OLIDATE D S TAT EMENT O F P RO FIT OR LOSS AND
OT HER COM PR EH ENSI V E I NCO M E
Revenue
Service income
Other revenue from ordinary activities
Expenses
Salaries and related expenses
Employee share based payments
Direct costs
General and administration costs
Finance costs
Depreciation and amortisation
Non-operating foreign exchange gains losses
Loss before income tax expense
Income tax benefit
Loss after income tax expense for the year
Other comprehensive loss
Items that may be reclassified to profit or loss
Foreign currency translation differences
Other comprehensive loss for the year, net of tax
Total comprehensive loss attributable to owners of
Dubber Corporation Limited
Loss per share attributable to the owners of
Dubber Corporation Limited
Basic loss per share
Note
2 (a)
2 (b)
2021
$
2020
$
20,337,310
9,649,834
2,922,774
2,194,392
(22,146,099)
(13,217,848)
22
(13,842,177)
(4,412,032)
(10,341,788)
(6,598,407)
2 (c)
(4,278,125)
(3,307,808)
(1,461,481)
(148,836)
(3,045,586)
(2,051,129)
(124,315)
(108,426)
(31,979,487)
(18,000,260)
282,049
-
(31,697,438)
(18,000,260)
922,674
922,674
(26,428)
(26,428)
(30,774,764)
(18,026,688)
15
Cents
(13.25)
Cents
(9.30)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
52
DUBBER ANNUAL REPORT 2021DUBBER.NET CONS OLIDA TED STAT EMENT O F F I NANC IAL POSITION
Note
2021
$
2020
$
ASSETS
Current Assets
Cash and cash equivalents
Trade and other receivables
Sundry debtors
Total Current Assets
Non-Current Assets
Property, plant and equipment
Rights of use asset
Intangible assets
Total Non-Current Assets
Total Assets
LIABILITIES
Current Liabilities
Trade and other payables
Deferred consideration
Lease liability
Provisions
Contract liabilities
Total Current Liabilities
Non-Current Liabilities
Lease liability
Provisions
Contract liabilities
Deferred Tax Liabilities
Total Non-Current Liabilities
Total Liabilities
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
4
5
6
8
7
9
25
8
10
11
8
10
11
3
12
13
14
32,041,224
18,408,881
22,793,739
10,346,912
536,132
106,067
55,371,095
28,861,860
735,186
241,582
1,966,496
2,102,360
42,261,910
4,137,010
44,963,592
6,480,952
100,334,687
35,342,812
11,597,258
5,323,337
16,031,836
597,929
1,206,597
5,382,217
116,381
560,630
763,974
632,623
34,815,837
7,396,945
2,006,421
1,915,789
402,663
575,260
3,578,468
300,910
182,789
-
6,562,813
2,399,488
41,378,650
9,796,433
58,956,036
25,546,379
136,947,992
85,666,948
22,288,545
8,803,497
(100,280,501)
(68,924,066)
58,956,036
25,546,379
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
53
DUBBER ANNUAL REPORT 2021DUBBER.NET CONS OLIDATE D S TAT EMENT O F CH A NG ES IN E QU ITY
Issued Capital
Reserves
Accumulated Losses
$
$
$
Total
$
2021
Balance at 1 July 2020
85,666,948
8,803,497
(68,924,066)
25,546,379
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Securities issued during the year
Capital raising costs
-
-
-
52,501,896
(2,159,652)
-
(31,697,438)
(31,697,438)
922,674
922,674
-
-
-
922,674
(31,697,438)
(30,774,764)
-
-
52,501,896
(2,159,652)
Cost of share based payments
938,800
12,562,374
341,003
13,842,177
Balance at 30 June 2021
136,947,992
22,288,545
(100,280,501)
58,956,036
2020
Balance at 1 July 2019
71,592,843
7,355,895
(50,923,806)
28,024,932
Loss after income tax expense for the year
Other comprehensive loss for the year, net of tax
Total comprehensive loss for the year
Transactions with owners in their capacity as owners:
Securities issued during the year
Capital raising costs
Cost of share-based payments
Balance at 30 June 2020
-
-
-
11,606,592
(470,487)
2,938,000
85,666,948
-
(18,000,260)
(18,000,260)
(26,428)
(26,428)
-
-
1,474,030
8,803,497
-
(26,428)
(18,000,260)
(18,026,688)
-
-
-
11,606,592
(470,487)
4,412,030
(68,924,066)
25,546,379
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
54
DUBBER ANNUAL REPORT 2021DUBBER.NET CONS OLIDATE D S TAT EMENT O F CA S H FLOWS
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Government grants received
Interest and other finance costs paid
Note
2021
$
2020
$
20,276,426
5,575,307
(40,831,154)
(20,377,768)
262,620
2,856,422
(10,087)
70,115
2,052,459
(4,758)
Net cash outflows used in operating activities
22
(17,445,773)
(12,684,645)
Cash flows from investing activities
Payments for business acquisition
Purchase of plant and equipment
Payment of security bond and funds held in trust
Return of security bond and funds held in trust
Net cash provided by / (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payment of share issue costs
Repayment of combined debt conversion loan
Repayment of loans
Proceeds from borrowings
Principle elements of lease liability
Net cash provided by financing activities
Net increase / (decrease) in cash held
Cash and cash equivalents at the beginning of the year
Effect of exchange rate changes on cash
(12,347,859)
(250,292)
(1,500,000)
1,514,364
(12,583,787)
48,027,123
(2,404,642)
40,000
(1,908,799)
516,230
67,316
(127,166)
(17,317)
1,536,923
1,459,756
10,757,495
(488,510)
-
-
-
(618,641)
(189,071)
43,651,271
13,621,711
18,408,881
10,632
10,079,914
(1,144,976)
19,618,245
(64,388)
Cash and cash equivalents at the end of the year
4
32,041,224
18,408,881
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
55
DUBBER ANNUAL REPORT 2021DUBBER.NET Notes to the Consolidated
Financial Statements
1. Summary of Significant Accounting Policies
BASIS OF PREPARATION
Dubber Corporation Limited (“Company” or “Parent Entity”) is a company limited
by shares, incorporated and domiciled in Australia. These consolidated financial
statements and notes represent those of Dubber Corporation Limited and controlled
entities (“Group” or “Consolidated Entity”). The nature of the operations and principal
activities of the Group are described in the Directors’ Report.
The financial report is a general-purpose financial report that has been prepared
in accordance with Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative pronouncements of the Australian Accounting
Standards Board and the Corporations Act 2001. Dubber Corporation Limited is a for-
profit entity for the purpose of preparing the financial statements.
Australian Accounting Standards set out accounting policies that the AASB has
concluded would result in a financial report containing relevant and reliable
information about transactions, events and conditions. The financial statements
and notes also comply with International Financial Reporting Standards. Material
accounting policies adopted in the preparation of this financial report are presented
below and have been consistently applied unless otherwise stated.
The financial reports have been prepared on an accruals basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of
selected non-current assets, financial assets and financial liabilities.
The separate financial statements of the parent entity, Dubber Corporation Limited,
have not been presented within this financial report as permitted by the Corporations
Act 2001.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new or amended Accounting Standards
and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that
are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet
mandatory have not been early adopted.
56
DUBBER ANNUAL REPORT 2021DUBBER.NET The following Accounting Standards and Interpretations are most relevant to the
consolidated entity:
Conceptual Framework for Financial Reporting (Conceptual Framework)
The consolidated entity has adopted the revised Conceptual Framework from 1 July
2020. The Conceptual Framework contains new definition and recognition criteria as
well as new guidance on measurement that affects several Accounting Standards, but
it has not had a material impact on the consolidated entity’s financial statements.
These financial statements are presented in Australian dollars, rounded to the nearest
dollar.
RIGHTS OF USE A SSETS
A right-of-use asset is recognised at the commencement date of a lease. The right-of-
use asset is measured at cost, which comprises the initial amount of the lease liability,
adjusted for, as applicable, any lease payments made at or before the commencement
date net of any lease incentives received, any initial direct costs incurred, and, except
were included in the cost of inventories, an estimate of costs expected to be incurred
for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period
of the lease or the estimated useful life of the asset, whichever is the shorter. Where
the consolidated entity expects to obtain ownership of the leased asset at the end of
the lease term, the depreciation is over its estimated useful life. Right-of use assets are
subject to impairment or adjusted for any remeasurement of lease liabilities.
LEASE LIABILITIES
A lease liability is recognised at the commencement date of a lease. The lease liability
is initially recognised at the present value of the lease payments to be made over the
term of the lease, discounted using the interest rate implicit in the lease or, if that
rate cannot be readily determined, the consolidated entity’s incremental borrowing
rate. Lease payments comprise of fixed payments less any lease incentives receivable,
variable lease payments that depend on an index or a rate, amounts expected to be
paid under residual value guarantees, exercise price of a purchase option when the
exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are
expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method.
The carrying amounts are remeasured if there is a change in the following: future lease
payments arising from a change in an index or a rate used; residual guarantee; lease
term; certainty of a purchase option and termination penalties. When a lease liability
is remeasured, an adjustment is made to the corresponding right-of use asset, or to
profit or loss if the carrying amount of the right-of-use asset is fully written down.
REVENUE RECOGNITION
Revenue is measured based on the consideration specified in a contract with a
customer and excludes amounts collected on behalf of third parties. The Group
recognises revenue when it transfers control over a service to a customer.
Group revenues consists of service income, being monthly subscription fees from
retail or reseller customers.
57
DUBBER ANNUAL REPORT 2021DUBBER.NET S UBS CRIPTI ON S ER VI CE INC OME
Subscription service revenue is recognised and measured in the accounting period
in which the services are provided based on the amount of the expected transaction
price allocated to each performance obligation.
The performance obligations are the provision of cloud-based call recording services
(Dubber Platform) on a monthly basis; the provision of services represent a series of
distinct services that are substantially the same with the same pattern of transfer to
customer.
Provision of services relating to establishment and configuration is not distinct from
the platform usage (i.e. call recording services) as the customer cannot benefit
from on the establishment and configuration alone and hence are regarded as one
performance that is satisfied over time.
I NT ER EST
Interest revenue is recognised using the effective interest rate method, which, for
floating rate financial assets, is the rate inherent in the instrument.
GOVERNMENT GRANTS/RESEARCH AND DEVELOPMENT TAX INCENTIVES
Grants from the government (such as research and development tax incentives) are
recognised at their fair value where there is reasonable assurance that the grant
will be received and the Group will comply with all attached conditions. Government
grants received for the period prior to the acquisition of Dubber Pty Ltd was deducted
from the carrying value of the Dubber intellectual property, with subsequent grants
being recognised as other income. The Company qualified for Jobkeeper and Cash
Flow Boost that are Federal and State Government initiatives to support businesses
through the COVID-19 pandemic. Amounts under these initiatives were received by
the Company and are expected to continue into FY21.
BASIS OF CONSOLIDATION
S UB S ID IARI ES
The consolidated financial statements incorporate the assets and liabilities of all
subsidiaries of Dubber Corporation Limited (“Company” or “parent entity”) as at 30 June
2021 and the results of all subsidiaries for the year then ended. Dubber Corporation
Limited and its subsidiaries together are referred to in these financial statements as
the Group or the consolidated entity.
Subsidiaries are all entities (including special purpose entities) over which the Group
has control. The Group has control over an entity when the Group is exposed to, or
has rights to, variable returns from its involvement with the entity, and has the ability to
use its power to affect those returns.
Subsidiaries are fully consolidated from the date on which control is transferred to the
Group. They are de-consolidated from the date that control ceases. The acquisition
method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between
Group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of the impairment of the asset transferred. Accounting
58
DUBBER ANNUAL REPORT 2021DUBBER.NET
policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of
accounting. Refer to the ‘business combinations’ accounting policy for further details.
A change in ownership interest, without the loss of control, is accounted for as an
equity transaction, where the difference between the consideration transferred and
the book value of the share of the non-controlling interest acquired is recognised
directly in equity attributable to the parent.
CONTRACT LIABILITIES
Contract liabilities represent the consolidated entity’s obligation to transfer services
to a customer and are recognised when a customer pays consideration, or when
the consolidated entity recognises a receivable to reflect its unconditional right to
consideration (whichever is earlier) before the consolidated entity has transferred the
services to the customer.
FAIR VALUE MEASUREMENT
When an asset or liability, financial or non-financial, is measured at fair value for
recognition or disclosure purposes, the fair value is based on the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date; and assumes that the transaction will
take place either: in the principal market; or in the absence of a principal market, in the
most advantageous market.
Fair value is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming they act in their economic best interests.
For non-financial assets, the fair value measurement is based on its highest and best
use. Valuation techniques that are appropriate in the circumstances and for which
sufficient data are available to measure fair value, are used, maximising the use of
relevant observable inputs and minimising the use of unobservable inputs.
Assets and liabilities measured at fair value are classified into three levels, using a
fair value hierarchy that reflects the significance of the inputs used in making the
measurements. Classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the lowest level of input
that is significant to the fair value measurement.
For recurring and non-recurring fair value measurements, external valuers may be
used when internal expertise is either not available or when the valuation is deemed
to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from
one period to another, an analysis is undertaken, which includes a verification of the
major inputs applied in the latest valuation and a comparison, where applicable, with
external sources of data.
59
DUBBER ANNUAL REPORT 2021DUBBER.NET 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,
who is responsible for allocating resources and assessing performance of the operating
segments, has been identified as the full Board of Directors.
FOREIGN CURRENCY TRANSLATION
•
•
•
Functional and presentation currency
The consolidated financial statements are presented in Australian dollars, which is the
functional and presentation currency of Dubber Corporation Limited.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the
exchange rates prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and from the translation
at year end exchange rates of monetary assets and liabilities, denominated in foreign
currencies, are recognised in profit or loss.
Foreign operations.
The assets and liabilities of foreign operations are translated to the functional
currency as exchange rates at the reporting date. The income and expenses of
foreign operations are translated to Australian dollars at exchange rates at the dates
of the transactions.
Foreign currency difference is recognised in other comprehensive income and presented
in the foreign currency translation reserve in equity.
On consolidation, exchange differences arising from the translation of any net investment
in foreign entities are recognised in other comprehensive income. When the settlement
of a monetary item receivable from or payable to a foreign operation is neither planned
nor likely in the foreseeable future, foreign exchange gains and losses arising from such
a monetary item are considered to form part of a net investment in a foreign operation
and are recognised in other comprehensive income and are presented in the translation
reserve in equity. When a foreign operation is sold or any borrowings forming part of the
net investment are repaid, the associated exchange differences are reclassified to profit or
loss, as part of the gain or loss on sale.
FINANCE INCOME
Finance income comprises interest income earned on funds invested in bank accounts
and call deposits. Interest is recognised on an accrual basis in the consolidated statement
of profit or loss and other comprehensive income, using the effective interest method.
INCOME TAX
The income tax expense (revenue) for the year comprises current income tax expense
(income) and deferred tax expense (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable
income calculated using applicable income tax rates enacted, or substantially enacted, as
at the end of the reporting period. Current tax liabilities (assets) are therefore measured
at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax
liability balances during the year as well as unused tax losses.
60
DUBBER ANNUAL REPORT 2021DUBBER.NET Current and deferred tax expense (income) is charged or credited directly to equity
instead of the profit or loss when the tax relates to items that are credited or charged
directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences
arising between the tax bases of assets and liabilities and their carrying amounts in
the financial statements. Deferred tax assets also result where amounts have been
fully expensed but future tax deductions are available. No deferred income tax will
be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected
to apply to the period when the asset is realised or the liability is settled, based on
tax rates enacted or substantively enacted at the end of the reporting period. Their
measurement also reflects the manner in which management expects to recover or
settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are
recognised only to the extent that it is probable that future taxable profit will be
available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches,
associates, and joint ventures, deferred tax assets and liabilities are not recognised
where the timing of the reversal of the temporary difference can be controlled and it is
not probable that the reversal will occur in the foreseeable future.
Current assets and liabilities are offset where a legally enforceable right of setoff exists
and it is intended that net settlement or simultaneous realisation and settlement of
the respective asset and liability will occur. Deferred tax assets and liabilities are offset
where a legally enforceable right of setoff exists, the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same
taxable entity or different taxable entities where it is intended that net settlement or
simultaneous realisation and settlement of the respective asset and liability will occur
in future periods in which significant amounts of deferred tax assets or liabilities are
expected to be recovered or settled.
PROVISIONS
Provisions are recognised when a Group company has a legal or constructive
obligation, as a result of past events, for which it is probable that an outflow of
economic benefits will result and that outflow can be reliably measured.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits held at call with banks,
other short-term highly liquid investments with original maturities of three months or
less, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in
current liabilities in the statement of financial position.
TRADE RECEIVABLES
Trade receivables are initially recognised at fair value and subsequently measured at
amortised cost using the effective interest method, less any allowance for expected
credit losses. Trade receivables are generally due for settlement within 30 days.
61
DUBBER ANNUAL REPORT 2021DUBBER.NET The consolidated entity has applied the simplified approach to measuring expected
credit losses, which uses a lifetime expected loss allowance. To measure the expected
credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected
credit losses.
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.
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 risk and
rewards are transferred. A financial liability is derecognised when it is extinguished,
discharged, cancelled or expires.
Classification and initial measurement of financial assets
Financial assets are classified according to their business model and the characteristics
of their contractual cash flows and are initially measured at fair value adjusting 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 into the following four
categories:
•
•
•
•
Financial assets at amortised cost
Financial assets at fair value through profit or loss (FVTPL)
Debt instruments at fair value through other comprehensive income (FVTOCI)
Equity instruments at FVTOCI
Financial assets at amortised cost
Financial assets with contractual cash flows representing solely payments of principal
and interest and held within a business model of ‘hold to collect’ contractual cash flows
are accounted for at amortised cost using the effective interest method. The Group’s
trade and other receivables fall into this category of financial instruments.
Impairment
The Group makes use of a simplified approach in accounting for trade and other
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 using a provision matrix.
The Group considers a financial asset in default when contractual payment are 90 days
are due. However, in certain cases, the Group may also consider a financial asset to
be in default when internal or external information indicates that the Group is unlikely
to receive the outstanding contractual amounts in full before taking into account any
credit enhancements held by the Group.
62
DUBBER ANNUAL REPORT 2021DUBBER.NET PROPERTY, PLANT AND EQUIPMENT
Each class of property, plant and equipment is carried at cost or fair value as indicated,
less, where applicable, any accumulated depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis.
Depreciation
The depreciable amount of all fixed assets including buildings and capitalised leased
assets, but excluding freehold land, is depreciated on a straightline basis over the
asset’s useful life to the Company commencing from the time the asset is held ready
for use. Leasehold improvements are depreciated over the shorter of either the
unexpired period of the lease or the estimated useful lives of the improvements.
The estimated useful lives used for each class of depreciable assets are:
Class of Fixed Asset
Furniture, Fixtures and Fittings
Computer Equipment
Computer Software
Useful Life
4 years
3 years
3 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate,
at the end of each reporting period. An asset’s carrying amount is written down
immediately to its recoverable amount if the asset’s carrying amount is greater than its
estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the
carrying amount. These gains and losses are included in the statement of profit or loss
and other comprehensive income. When revalued assets are sold, amounts included
in the revaluation surplus relating to that asset are transferred to retained earnings.
Property, plant and equipment is derecognised and removed from the statement
of financial position on disposal or when no future economic benefits are expected.
Gains and losses from derecognition are measured as the difference between the
net disposal proceeds, if any, and the carrying amount and are recognised in the
statement of profit or loss and other comprehensive income.
Subsequent costs are included in the property, plant and equipment’s carrying value
or recognised as a separate asset when it is probable that future economic benefits
associated with the item will be realised and the cost of the item can be measured
reliably. All other repairs and maintenance are recognised in the statement of profit or
loss and other comprehensive income.
IMPAIRMENT OF ASSETS
At each reporting date, the Group assesses whether there is any indication that an
asset may be impaired. The assessment will include the consideration of external
and internal sources of information including, dividends received from subsidiaries,
63
DUBBER ANNUAL REPORT 2021DUBBER.NET associates or jointly controlled entities deemed to be out of preacquisition profits. If
such an indication exists, an impairment test is carried out on the asset by comparing
the recoverable amount of the asset, being the higher of the asset’s fair value less
costs to sell and value in use, to the asset’s carrying value. Any excess of the asset’s
carrying value over its recoverable amount is expensed to the statement of profit or
loss and other comprehensive income.
Where an impairment loss on a revalued asset is identified, this is debited against
the revaluation surplus in respect of the same class of asset to the extent that the
impairment loss does not exceed the amount in the revaluation surplus for that same
class of asset.
Nonfinancial assets, other than inventories, deferred tax assets, assets from employee
benefits, investment properties, biological assets, and deferred acquisition costs, are
assessed for any indication of impairment at the end of each reporting period. Any
indication of impairment requires formal testing of impairment by comparing the
carrying amount of the asset to an estimate of the recoverable amount of the asset.
An impairment loss is calculated as the amount by which the carrying amount of the
asset exceeds the recoverable amount of the asset.
Intangible assets with an indefinite useful life and intangible assets not yet available for
use are tested for impairment annually regardless of whether there is any indication of
impairment.
The recoverable amount is the greater of the asset’s fair value less costs to sell and its
value in use. The asset’s value in use is calculated as the estimated future cash flows
discounted to their present value using a pre-tax rate that reflects current market
assessments of the time value of money and the risks associated with the asset.
Assets that cannot be tested individually for impairment, are grouped together into the
smallest group of assets that generates cash inflows (the asset’s cash generating unit).
Impairment losses are recognised in the statement of profit or loss and other
comprehensive income. Impairment losses are allocated first, to reduce the carrying
amount of any goodwill allocated to cashgenerating units, and then to other assets of
the group on a pro-rata basis.
Assets other than goodwill are assessed at the end of each reporting period to
determine whether previously recognised impairment losses may no longer exist
or may have decreased. Impairment losses recognised in prior periods for assets
other than goodwill are reversed up to the carrying amounts that would have been
determined had no impairment loss been recognised in prior periods.
TRADE AND OTHER PAYABLES
Trade and other payables represent the liability outstanding at the end of the
reporting period for goods and services received by the Company during the reporting
period which remain unpaid. The balance is recognised as a current liability with the
amounts normally paid within 30 days of recognition of the liability.
GOODS AND SERVICES TAX (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except
where the amount of GST incurred is not recoverable from the Tax Office. In these
circumstances the GST is recognised as part of the cost of acquisition of the asset
or as part of an item of the expense. Receivables and payables in the statement of
financial position are shown inclusive of GST.
64
DUBBER ANNUAL REPORT 2021DUBBER.NET CONTRIBUTED EQUITY
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds. Incremental costs directly attributable to the issue of new shares or options
for the acquisition of a business are not included in the cost of the acquisition as part
of the purchase consideration.
EARNINGS PER SHARE
Basic earnings per share:
Basic earnings per share is calculated by dividing the profit attributable to ordinary
shareholders of the Company by the weighted average number of ordinary shares
outstanding during the financial year.
CURRENT AND NON-CURRENT CLASSIFICATION
Assets and liabilities are presented in the statement of financial position based on
current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended
to be sold or consumed in the consolidated entity’s normal operating cycle; it is held
primarily for the purpose of trading; it is expected to be realised within 12 months after
the reporting period; or the asset is cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at least 12 months after the reporting
period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the
consolidated entity’s normal operating cycle; it is held primarily for the purpose of
trading; it is due to be settled within 12 months after the reporting period; or there
is no unconditional right to defer the settlement of the liability for at least 12 months
after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
SHARE-BASED PAYMENT TRANSACTIONS
Employees of the Company receive remuneration in the form of sharebased payment
transactions, whereby employees render services in exchange for equity instruments
(“equitysettled transactions”).
When the goods or services acquired in a sharebased payment transaction do not
qualify for recognition as assets, they are recognised as expenses.
The cost of equitysettled transactions and the corresponding increase in equity
is measured at the fair value of the goods or services acquired. Where the fair
value of the goods or services received cannot be reliably estimated, the fair value
is determined indirectly by the fair value of the equity instruments using the Black
Scholes option valuation technique.
Equitysettled transactions that vest after employees complete a specified period
of service are recognised as services received during the vesting period with a
corresponding increase in equity.
65
DUBBER ANNUAL REPORT 2021DUBBER.NET INTANGIBLE ASSETS
Intangible assets acquired as part of a business combination are brought in at fair
value at acquisition. Intangible assets with finite useful life are amortised over a
straight-line basis in the profit or loss over the estimated useful life. Management had
previously re-assessed the useful life of the platform from 10 years to 5 years, as they
believe it is more reflective of the useful life.
Customer relationships
Customer relationships acquired as part of a business combination are recognised
separately from goodwill. The customer relationships are carried at fair value at the
date of acquisition less accumulated amortisation and any impairment losses. These
are amortised over on a straight line basis over the period of their expected benefit,
being their finite life of 7 years.
Technology
The technology acquired in a business combination for proprietary software solutions
are recognised separately from goodwill. This technology is carried at fair value at
the date of acquisition less accumulated amortisation and any impairment losses.
Technology related assets are amortised over on a straight line basis over the period
of their expected benefit, being their finite life of 7 years.
Management’s assessment of intangible assets acquired via the acquisition of Speik
during the financial year, have a useful life of 7 years.
Goodwill is measured as described in Business combination policy. Goodwill on
acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised,
but it is tested for impairment annually, or more frequently if events or changes
in circumstances indicate that it might be impaired and is carried at cost less
accumulated impairment losses. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing.
The allocation is made to those cash-generating units or groups of cash-generating
units that are expected to benefit from the business combination in which the goodwill
arose. The units or groups of units are identified at the lowest level at which goodwill is
monitored for internal management purposes, being the operating segments (Note 20).
GOODWILL
EMPLOYEE PROVISIONS
Short-term employee benefit obligations
Liabilities for wages and salaries, including non-monetary benefits, annual leave and
accumulating sick leave expected to be settled wholly within 12 months after the end of
the reporting period are recognised in other liabilities in respect of employees’ services
rendered up to the end of the reporting period and are measured at amounts expected
to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are
recognised when leave is taken and measured at the actual rates paid or payable.
Other long-term employee benefit obligations
Liabilities for long service leave and annual leave are not expected to be settled wholly
within 12 months after the end of the reporting period. They are recognised as part of
the provision for employee benefits and measured as the present value of expected
66
DUBBER ANNUAL REPORT 2021DUBBER.NET
future payments to be made in respect of services provided by employees to the end
of the reporting period. Consideration is given to expected future salaries and wages
levels, experience of employee departures and periods of service. Expected future
payments are discounted using national government corporate bond rates at the end
of the reporting period with terms to maturity and currency that match, as closely as
possible, the estimated future cash outflows.
Regardless of when settlement is expected to occur, liabilities for long service leave
and annual leave are presented as current liabilities in the statement of financial
position if the entity does not have an unconditional right to defer settlement for at
least 12 months after the end of the reporting period.
BUSINESS COMBINATIONS
The acquisition method of accounting is used to account for business combinations
regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the
assets transferred, equity instruments issued or liabilities incurred by the acquirer to
former owners of the acquiree and the amount of any non-controlling interest in the
acquiree. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets
acquired and liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic conditions, the consolidated entity’s
operating or accounting policies and other pertinent conditions in existence at the
acquisition-date.
The difference between the acquisition-date fair value of assets acquired, liabilities
assumed and any non-controlling interest in the acquiree and the fair value of the
consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired,
being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition- date, but only after a reassessment
of the identification and measurement of the net assets acquired, the non-controlling
interest in the acquiree, if any, the consideration transferred and the acquirer’s
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer
retrospectively adjusts the provisional amounts recognised and recognises additional
assets or liabilities during the measurement period, based on new information
obtained about the facts and circumstances that existed at the acquisition-date. The
measurement period ends on either the earlier of (i) 12 months from the date of the
acquisition or (ii) when the acquirer receives all the information possible to determine
fair value.
PARENT ENTITY FINANCIAL INFORMATION
The financial information for the parent entity, Dubber Corporation Limited, disclosed
in Note 24 has been prepared on the same basis as the consolidated financial
statements.
67
DUBBER ANNUAL REPORT 2021DUBBER.NET CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The directors evaluate estimates and judgments incorporated into the financial statements
based on historical knowledge and best available current information. Estimates assume a
reasonable expectation of future events and are based on current trends and economic data,
obtained both externally and within the Company.
Carrying value of goodwill
The Group tests annually whether the carrying value of goodwill and other intangibles exceed
its recoverable amount to determine potential impairment requirements. The recoverable
amount of goodwill and other intangibles has been calculated using a number of assumptions
as disclosed in note 7. No impairment has been recognised in respect of intangibles at the end
of the reporting period.
Share-based payment transactions
The Company measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is
determined using a binomial option pricing and black scholes method. The related assumptions
are detailed in Note 23. The accounting estimates and assumptions relating to equity-settled
share-based payments would have no impact on the carrying amounts of assets and liabilities
within the next annual reporting period but may impact expenses and equity.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19)
pandemic has had, or may have, on the company based on known information. This
consideration extends to the nature of the services offered, customers, supply chain, staffing
and geographic regions in which the company operates. Other than as addressed in specific
notes, there does not currently appear to be either any significant impact upon the financial
statements or any significant uncertainties with respect to events or conditions which may
impact the company unfavourably as at the reporting date or subsequently as a result of the
Coronavirus (COVID-19) pandemic.
Allowance for expected credit losses
The allowance for expected credit losses assessment requires a degree of estimation and
judgement. It is based on the lifetime expected credit loss, grouped based on days overdue,
and makes assumptions to allocate an overall expected credit loss rate for each group.
These assumptions include recent sales experience, historical collection rates and credit rating
of counterparty.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental
borrowing rate is estimated to discount future lease payments to measure the present value
of the lease liability at the lease commencement date. Such a rate is based on what the entity
estimates it would have to pay a third party to borrow the funds necessary to obtain an asset of
a similar value to the right-of-use asset, with similar terms, security and economic environment.
Contingent consideration
The Group has estimated these amounts based on management’s best judgement as to the
actual expected outcome for this component. The amount was management’s estimate of the
final consideration payable. The fair value of the contingent consideration was estimated by
calculating the present value of the future expected cash flows. Refer to Note 16(d) for further
details regarding estimates applied to value the contingent consideration.
68
DUBBER ANNUAL REPORT 2021DUBBER.NET Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair
value, using a three level hierarchy, based on the lowest level of input that is significant
to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted)
in active markets for identical assets or liabilities that the entity can access at the
measurement date; Level 2: Inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly; and Level 3:
Unobservable inputs for the asset or liability. Considerable judgement is required to
determine what is significant to fair value and therefore which category the asset or
liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use
of valuation models. These include discounted cash flow analysis or the use of
observable inputs that require significant adjustments based on unobservable inputs.
Estimation of useful lives of assets
The group determines the estimated useful lives and related depreciation and
amortisation charges for its property, plant and equipment and finite life intangible
assets. The useful lives could change significantly as a result of technical innovations or
some other event. The depreciation and amortisation charge will increase where the
useful lives are less than previously estimated lives, or technically obsolete or non-
strategic assets that have been abandoned or sold will be written off or written down.
The following key judgements have been applied in relation to:
Revenue from contracts with customers
The Group applied the following judgements that significantly affect the determination
of the amount and timing of revenue from contracts with customers:
•
The Group determined that revenue from its software service is to be
recognised over time because the customer simultaneously receives and
consumes the benefits provided by the Group.
•
The Group has determined that it is the principal in its agreements with its
customers because it has control over the service before delivering it to the
customer, it is primarily responsible for fulfilling the promise to deliver the
service, and it is responsible for establishing the price for the service to be
delivered.
• When recognising revenue from contracts with customers, the Group
determines that it is probable that the Group will collect the consideration
to which it will be entitled in exchange for the goods or services that will
be transferred to the customer. This is determined based upon the credit
worthiness of the customer and the Group makes reference to credit ratings,
historical payment default rate and financial capacity to meet obligations in
determining this judgements.
Deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the
Group considers it probable that future taxable amounts will be available to utilise
those temporary differences and losses.
69
DUBBER ANNUAL REPORT 2021DUBBER.NET
Fair value of net assets assumed in a business combination
Estimates and judgements were made in determining the fair value of assets acquired and liabilities
assumed in a business combination. Assets and liabilities which judgement were made in determining fair
value were:
Assets: Trade and other Receivables, Other assets, Property plant and equipment and intangible assets.
Liabilities: Unearned revenue and provisions
For the year ended 30 June 2021, the Group has finalised the acquisition of Speik in accordance with the
provisions of AASB 3 Business Combinations. Refer to Note 25 for further details.
70
DUBBER ANNUAL REPORT 2021DUBBER.NET 2. Revenue and Expenses from Continuing Operations
Consolidated
(a) Service revenue*
Subscriptions
Professional services
Total
(b) Other revenue
Interest
Research and development tax incentive
Export market development grant
Jobkeeper / cash flow boost
Rental income – sub lease
Total
(c) General and administration costs
Audit fees
Accounting and tax advice fees
Legal fees
Securities exchange and registry fees
Rent
Travel costs
Corporate affairs
Insurances
Other administration
Total
2021
$
20,267,029
70,281
20,337,310
262,620
1,814,234
100,000
742,500
3,420
2,922,774
81,458
292,163
868,529
229,822
214,216
258,997
263,804
224,073
1,845,063
4,278,125
2020
$
9,624,752
25,082
9,649,834
70,115
1,632,459
150,000
270,000
71,818
2,194,392
44,792
195,813
396,630
129,910
256,758
710,539
318,208
120,890
1,134,268
3,307,808
* Disaggregation of revenue from contracts with customer
Revenue is recognised when or as the Group transfers services to a customer at the amount to which the group expects to be entitled over time.
Dubber as one performance obligation for the provision of subscriptions services transferred over time. For the financial year ended 30 June 2021, revenue recognised was $20,267,029
(2020: $9,624,752). Disaggregation of revenue by geographical regions is as disclosed in Note 20 - Operating Segment.
71
DUBBER ANNUAL REPORT 2021DUBBER.NET 3. Income Tax
(a) Income tax expense
Loss before income tax expense
Consolidated
2021
$
2020
$
(31,979,486)
(18,000,260)
Prima facie tax payable on profit from ordinary activities before income tax at 25% (2020: 27.5%)
(7,942,080)
(4,950,072)
Tax Effect of:
Tax effect of amounts not deductible (taxable) in calculating taxable income
Tax rate differential
Tax losses and temporary differences not recognised
Income tax expense
(b) Deferred tax assets
Unrecognised deferred tax asset balances:
Timing differences
Tax losses - revenue
Deferred tax assets
Offset against deferred tax liabilities
Net deferred tax assets
Amounts in equity
Tax losses - capital
Deferred tax assets not brought to account
(c) Deferred tax liabilities
Recognised deferred tax liability balances:
Timing differences - intangibles
Deferred tax liabilities brought to account
Unrecognised deferred tax liability balances:
Timing differences
Deferred tax liabilities
Offset by deferred tax assets
Deferred tax liabilities brought to account
There are no franking credits available to the Group.
4,408,318
1,575,334
708,115
-
2,825,647
3,374,738
-
-
1,156,835
1,100,730
12,652,090
9,558,540
13,808,925
10,659,271
(972,231)
(882,814)
12,836,695
9,776,456
236,509
187,617
478,864
526,750
13,552,067
10,490,824
(3,578,468)
(3,578,468)
-
-
(972,231)
(882,814)
(972,231)
(882,814)
972,231
882,814
-
-
72
DUBBER ANNUAL REPORT 2021DUBBER.NET 4. Cash and Cash Equivalents
Cash at bank
Cash on call deposit
Total
Consolidated
2021
$
2020
$
12,041,224
8,408,881
20,000,000
10,000,000
32,041,224
18,408,881
The cash on call deposit can be called back at any time by the company. The Company’s exposure to interest rate risk is outlined in Note 16.
5. Trade and Other Receivables
Current
Trade receivables
Less: Provision for doubtful debt
Receivable from Medulla Group Pty Ltd vendors
Other debtors
Prepayments
Deposits in trust
Other receivables
Total
Consolidated
2021
$
2020
$
16,211,208
8,560,372
-
(187,279)
16,211,208
8,373,093
100,977
208,103
4,588,603
140,977
79,064
65,667
1,684,248
1,687,511
600
600
22,793,739
10,346,912
Deposits in trust includes cash amounts deposited in a trust account. These amounts are set aside to facilitate negotiations with the Groups
suppliers. The cash can be recalled at any time by the Company.
Prepayments include invoices for fixed price development work to be conducted over 12 months from April 2021. The cost of this work is being
expensed over the course of the development work and in line with its expected completion date.
The acquisition of Medulla Group Pty Ltd (“Medulla”) was on a no liability basis. It was determined on reconciling the acquisition and liabilities paid
of Medulla that the vendors of Medulla Group Pty Ltd owed Dubber Corporation Limited $100,977. Receipt of this amount is expected within 12
months of 30 June 2021.
Trade and other receivables are all due within three months of this report. Information about credit and liquidity risk is outlined in Note 16.
73
DUBBER ANNUAL REPORT 2021DUBBER.NET
6. Property, Plant and Equipment
Consolidated
2021
$
31,295
2020
$
-
1,449,830
320,773
(782,132)
(133,109)
667,698
33,159
(29,272)
3,887
65,063
(32,756)
32,307
735,186
187,664
33,159
(23,801)
9,358
61,942
(17,383)
44,559
241,582
Sub-total
Sub-total
Sub-total
Fitout - at cost
Plant and equipment – at cost
Less: Accumulated depreciation
Furniture
Less: Accumulated depreciation
Office Equipment
Less: Accumulated depreciation
Net carrying amount
RE CON CILIATIO N
Reconciliation of the carrying amount for each class of property, plant and equipment between the beginning and the end of the
current and previous financial year are set out below:
Computer Equipment
Computer Equipment
Furniture
Fitout
Total
$
$
$
2021
Balance at the beginning of the year
Additions through business combinations
Additions / (write-offs)
Depreciation expense
Carrying amount at the end of the year
2020
Balance at the beginning of the year
Additions
Depreciation expense
Carrying amount at the end of the year
187,664
342,880
295,542
(158,388)
667,698
88,523
158,720
(59,579)
187,664
44,559
9,358
-
3,121
-
-
$
-
-
$
241,581
342,880
31,295
329,958
(15,373)
(5,471)
-
(179,232)
32,307
3,887
31,295
735,186
10,428
43,937
9,963
4,682
(9,806)
(5,288)
44,559
9,358
108,914
207,339
(74,671)
241,582
74
DUBBER ANNUAL REPORT 2021DUBBER.NET 7. Intangible Assets
Dubber intellectual property – at cost
Less: Accumulated amortisation
Acquired customer relationships
At cost
Foreign exchange movement
Less: Accumulated amortisation
Acquired technology
At cost
Foreign exchange movement
Less: Accumulated amortisation
Opening goodwill
Acquired goodwill (Note 25)
Foreign exchange movement
Consolidated
2021
$
2020
$
8,483,031
8,483,031
(8,483,031)
(7,712,477)
Sub-total
-
770,554
Sub-total
10,145,162
391,321
(783,536)
9,752,947
9,446,293
364,364
(729,560)
Sub-total
9,081,097
-
-
-
-
-
-
-
-
Total
18,834,044
770,554
3,366,456
2,008,734
19,316,332
1,357,722
745,078
-
Sub-total
23,427,866
3,366,456
Net carrying amount at the end of the year
42,261,910
4,137,010
Reconciliation
Balance at the beginning of the year
Acquired goodwill (Note 25)
Exchange difference on acquired goodwill
Acquired through business combination (customer relationships and technology)
Amortisation expense
Net carrying amount at the end of the year
4,137,010
4,320,395
19,316,332
1,357,722
745,078
20,347,141
-
-
(2,283,651)
(1,541,107)
42,261,910
4,137,010
75
DUBBER ANNUAL REPORT 2021DUBBER.NET
Impairment testing
Goodwill acquired through business combinations have been allocated to the following cash-generating units:
Europe
Rest of world
Total
Consolidated
2021
$’000
20,061,410
2020
$’000
-
3,366,456
3,366,456
23,427,868
3,366,456
The recoverable amount of the consolidated entity’s goodwill has been determined by a value-in-use calculation using a discounted
cash flow model, based on a 12-month projection period approved by management and extrapolated for a further 4 years using a
steady rate, together with a terminal value.
Key assumptions are those to which the recoverable amount of an asset or cash-generating units is most sensitive.
Europe
The following key assumptions were used in the discounted cash flow model:
-
-
-
-
14% pre-tax discount rate;
10% per annum average projected revenue growth rate;
76% gross margin
2% terminal growth rate per annum
Rest of world
The following key assumptions were used in the discounted cash flow model:
-
-
-
-
13% pre-tax discount rate;
60% in year one rising to 25% per annum year on year from FY2023;
35% gross margin (increasing 3% year on year from FY2023)
2.5% terminal growth rate per annum
Management has determined the values assigned to each of the above key assumptions as follows:
The discount rate of 13% and 14% pre-tax reflects management’s estimate of the time value of money and the consolidated entity’s
weighted average cost of capital, the risk-free rate and the volatility of the share price relative to market movements.
ASSUMPTION
APPROACH USED TO DETERMINE VALUES
Revenue growth
Average annual growth rate over the five-year forecast based on past performance and management's
expectations of market development.
Budgeted gross margin
Based on past performance and management’s expectations for the future.
Other operating costs
Fixed costs of the CGUs, which do not vary significantly with sales growth. Management forecasts these costs
based on the current structure of the business, adjusting for inflationary increases but not reflecting any future
restructurings or cost saving measures.
Terminal growth rate
This is the weighted average growth rate used to extrapolate cash flows beyond the budgeted period.
Post-tax discount rate
Reflect specific risks relating to the relevant segments in which they operate.
Management believes that other reasonable changes in the key assumptions on which the recoverable amount of goodwill is based,
would not cause the cash-generating unit’s carrying amount to exceed its recoverable amount.
76
DUBBER ANNUAL REPORT 2021DUBBER.NET
8. Leases
(i) Amounts recognised in the consolidated statement of financial position shows the following amounts relating to leases:
Right of use assets
Office space
Accumulated amortisation
Total
Lease liabilities
Current
Non-current
Total
Consolidated
2021
$
2020
$
3,019,200
2,545,890
(1,052,704)
(443,530)
1,966,496
2,102,360
2021
$
2020
$
597,929
560,630
2,006,421
1,915,789
2,604,350
2,476,419
Additions to the rights of use assets during the 2021 financial year were $473,310 (2020: $2,545,890).
(ii) Amounts recognised in the consolidated of profit or loss and other comprehensive income.
Depreciation charge of right of use assets
Interest expense
The total cash outflow for leases in 2021 was $618,641 (2020: $189,071).
9. Trade and Other Payables
Current
Trade payables
Payroll tax and other statutory liabilities
Other payables
Total
2021
$
611,334
136,876
2020
$
443,530
119,599
Consolidated
2021
$
2020
$
4,507,714
2,476,386
5,933,328
2,712,199
1,156,216
134,752
11,597,258
5,323,337
All payables are expected to be settled within 6 months. Risk management policies in regard to liquidity and currency risk are outlined in Note 16.
77
DUBBER ANNUAL REPORT 2021DUBBER.NET
10. Provisions
Current
Employee benefits
Non-Current
Employee benefits
Total
Consolidated
2021
$
2020
$
1,206,597
763,974
402,663
1,609,260
300,910
1,064,884
Employee benefits represent annual leave and long service leave entitlements of employees within the Group and is non-interest bearing.
11.
Contract Liabilities
Current
Non-current
Total contract liabilities
Reconciliation
Reconciliation of the written down values at the beginning and end
of the current and previous financial year are set out below:
Opening balance
Additions on acquisition (Note 25)
Payments received in advance
Transfers to revenue – performance obligations satisfied
Total
Unsatisfied performance obligations
Consolidated
2021
$
5,382,218
575,260
5,957,478
2020
$
632,623
182,789
815,412
Consolidated
2021
$
2020
$
815,412
3,577,545
5,046,808
(3,482,288)
5,957,477
-
-
992,956
(177,544)
815,412
The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied at the end of the reporting
period was $5,957,478 as at 30 June 2021 ($815,412 as at 30 June 2020). These are expected to be recognised as revenue in future
periods ranging from 6 – 44 months with the majority to be recognised in the next 24 months.
12.
Issued Capital
Issued and paid up capital
256,200,395 (2020: 207,722,566) Ordinary shares – fully paid
Share issue costs written off against share capital
Total
Consolidated
2021
$
2020
$
144,339,770
90,899,074
(7,391,778)
136,947,992
(5,232,126)
85,666,948
78
DUBBER ANNUAL REPORT 2021DUBBER.NET MOVE ME N T I N O RDI NARY SHA RES O N ISSUE
2021
Balance at the beginning of the year
Issued pursuant to a placement
Issued pursuant to a share purchase plan
Issued on exercise of options
Issued on exercise of options
Issued on exercise of options
Issued on exercise of options
Issued on acquisition
Issued on acquisition
Issued on acquisition
Issued to directors pursuant to shareholder approval
Issued on exercise of options
Issued pursuant to an employee share plan
Issued on exercise of ZEPOs
Share issue costs
Balance at the end of the year
2020
Balance at the beginning of the year
Exercise of options – 23 July 2019
Exercise of options – 15 August 2019
Shares issued under employee share plan – 23 September 2019
Shares issued under employee share plan – 23 September 2019
Shares issued under employee share plan – 23 September 2019
Exercise of options – 30 September 2019
Exercise of options – 30 September 2019
Exercise of options – 30 September 2019
Exercise of options – 16 October 2019
Exercise of options – 6 December 2019
Exercise of options – 6 December 2019
Exercise of options – 11 December 2019
Exercise of options – 18 December 2019
Exercise of options – 19 March 2020
Exercise of options – 26 March 2020
Exercise of options – 27 March 2020
Exercise of options – 11 June 2020
Exercise of options -16 June 2020
Exercise of options – 23 June 2020
Issued for cash pursuant to placement – 6 April 2020
Issued on acquisition (Note 24)
Share issue costs
Balance at the end of the year
Issue Price
No. of Shares
$
-
$1.10
$1.10
$0.38
$0.75
$1.25
$1.80
$1.069
$1.725
$1.685
$0.60
$0.80
$ -
$ -
-
-
$0.38
$0.38
$1.46
$1.60
$0.46
$0.38
$0.40
$0.60
$0.40
$0.38
$0.60
$0.38
$0.38
$0.38
$0.40
$0.40
$0.75
$0.38
$0.38
$0.60
$1.69
-
207,722,566
85,666,948
31,818,182
35,000,000
9,090,669
9,999,783
335,500
275,000
70,000
1,111
105,599
2,441,533
91,598
1,666,666
2,000,000
100,000
481,971
127,490
206,250
87,500
2,000
112,886
4,211,644
154,342
1,000,000
1,600,000
311,500
627,300
-
(2,159,651)
256,200,395
136,947,992
186,570,452
71,592,843
55,000
125,000
1,000,000
895,000
100,000
25,000
75,000
600,000
150,000
70,000
1,400,000
150,000
25,000
14,210
225,000
300,000
70,000
50,000
20,000
15,003,333
799,571
-
20,900
47,500
1,460,000
1,432,000
46,000
9,500
30,000
360,000
60,000
26,600
840,000
57,000
9,500
5,400
90,000
120,000
52,500
19,000
7,600
9,001,995
854,741
(476,131)
207,722,566
85,666,948
79
DUBBER ANNUAL REPORT 2021DUBBER.NET OPTIONS
At the end of the year, the following options over unissued ordinary shares were outstanding:
Grant Date
15-Jan-19
23-Sep-19
23-Sep-19
31-Mar-20
30-Nov-20
30-Nov-20
30-Nov-20
03-May-21
03-May-21
03-May-21
Total
Expiry Date
Exercise Price
Number Under
15-Jan-22
20-Sep-22
20-Sep-22
22-Mar-23
30-Jun-21
30-Jun-23
30-Jun-25
31-Jan-24
31-Jan-24
31-Jan-24
$0.38
$1.25
$0.75
$0.75
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
CAPITA L RISK MANAGEM ENT
The group’s objectives when managing capital are to safeguard the ability to continue as a going concern, so
that benefits to stakeholders and an optimum capital structure are maintained.
In order to maintain or adjust the capital structure, the Company may return capital to shareholders, cancel
capital, issue new shares or options or sell assets.
13.
Reserves
Option reserve
Performance rights reserve
Unvested share reserve
Foreign currency reserve
Total
Consolidated
2021
$
18,830,803
2,663,035
-
794,708
22,288,546
Option
455,290
70,000
150,000
1,210,000
1,250,000
322,985
3,879,066
718,854
432,161
75,000
8,563,356
2020
$
5,792,426
3,004,038
135,000
(127,967)
8,803,497
80
DUBBER ANNUAL REPORT 2021DUBBER.NET OPTION R ES ERV E
The option reserve is used to accumulate amounts received on the issue of options and records items recognised as expenses on
valuation of incentive-based share options and loan funded shares.
Movement in option reserve:
Balance at the beginning of the year
Consolidated
2021
$
2020
$
5,792,426
4,318,394
Allocation of incentive-based share options values over vesting period – employees and key management personnel
6,435,700
1,398,597
Allocation of incentive-based options values over vesting period – directors
6,579,899
-
Allocation of incentive-based loan funded shares values over vesting period – directors
22,779
75,435
Balance at the end of the year
18,830,803
5,792,426
PERFORM A N CE RI GHT S R ESER V E
The performance rights reserve is used to record the value of performance rights issued as share based payments until the
performance rights are converted into fully paid ordinary shares upon achievement of performance based milestones.
Movement in performance rights reserve:
Consolidated
Balance at the beginning of the year
Reversal of incentive share based payment – management performance shares cancelled upon
milestones not being achieved by expiry date
Balance at the end of the year
UN VE STE D S HARE RESERV E
2021
$
2020
$
3,004,038
3,004,038
(341,003)
-
2,663,035
3,004,038
The unvested share reserve is used to record the value of shares formally offered and accepted as share based payments until the
shares are issued on a future specified vesting date.
Movement in unvested share reserve:
Consolidated
Balance at the beginning of the year
Allocation of incentive share based payment over vesting period – employee shares
Shares issued on vesting date
Balance at the end of the year
2021
$
2020
$
135,000
135,000
-
(135,000)
-
-
-
135,000
81
DUBBER ANNUAL REPORT 2021DUBBER.NET
FORE IGN C URRENCY RES ERV E
The foreign currency reserve is used to record exchange differences arising from the translation of the financial statements of
foreign operations.
Movement in foreign currency reserve:
Balance at the beginning of the year
Currency translation differences
Balance at the end of the year
14.
Accumulated Losses
Balance at the beginning of the year
Transfer of cancelled performance rights
Loss attributable to owners of Dubber Corporation Limited
Balance at the end of the year
15.
Earnings per Share (EPS)
Consolidated
2021
$
(127,966)
922,674
794,708
Consolidated
2021
$
(68,924,066)
341,003
(31,697,438)
(100,280,501)
2020
$
(101,538)
(26,428)
(127,966)
2020
$
(50,923,806)
-
(18,000,260)
(68,924,066)
The earnings and weighted average number of ordinary shares used in the calculation of basic earnings per share are as follows:
Consolidated
2021
$
2020
$
Earnings attributable to the owners of Dubber
Corporation Limited used to calculate EPS
Loss for the year
(31,697,438)
(18,000,260)
Weighted average number of ordinary shares used in the calculation of EPS
Weighted average number of ordinary shares used as the denominator in
calculating basic EPS
No.
239,175,682
No.
193,598,343
As the consolidated entity is in a loss position there is no diluted EPS calculated.
82
DUBBER ANNUAL REPORT 2021DUBBER.NET
16. Financial Risk Management
Financial instruments consist mainly of deposits with banks and accounts receivable and payable.
The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed
in the accounting policies to these financial statements, are as follows:
Weighted
Average Interest
Rate (%)
2021
2020
Note
Financial Assets
Cash and cash equivalents
0.9
1.2
Trade and other receivables (incl. sundry debtors)
Total Financial Assets
Financial Liabilities
Trade and other payables
Lease liability
Deferred consideration
Total Financial Liabilities
-
-
-
-
-
-
-
-
4
5
9
8
25
The carrying amounts of these financial instruments approximate their fair values.
Consolidated
2021
$
2020
$
32,041,224
18,408,881
23,329,871
10,452,979
55,371,095
28,861,860
11,597,258
5,323,337
2,604,351
2,476,419
16,031,835
116,381
30,233,444
7,916,137
83
DUBBER ANNUAL REPORT 2021DUBBER.NET FIN AN CIAL RIS K M ANAGEM ENT PO L I CIE S
Exposure to key financial risks is managed in accordance with the Group’s risk management policy with the objective to ensure that
the financial risks inherent in technological activities and new business reviews are identified and then managed or kept as low as
reasonably practicable.
The main financial risks that arise in the normal course of business are market risk (including currency risk and interest rate risk),
credit risk and liquidity risk. Different methods are used to measure and manage these risk exposures. Liquidity risk is monitored
through the ongoing review of available cash and future commitments for research expenditure. Exposure to liquidity risk is limited
by anticipating liquidity shortages and ensures capital can be raised in advance of shortages. Interest rate risk is managed by limiting
the amount of interest-bearing loans entered into by the Company. It is the Board’s policy that no speculative trading in financial
instruments be undertaken to limit exposure to price risk.
Primary responsibility for identification and control of financial risks rests with the Managing Director, under the authority of the
Board. The Board is apprised of these risks from time to time and agrees any policies that may be undertaken to manage any of the
risks identified.
Details of the significant accounting policies and methods adopted, including criteria for recognition, the basis of measurement
and the basis on which income and expenses are recognised, in respect of each financial instrument are disclosed in Note 1 to the
financial statements. The carrying values less the impairment allowance for receivables and payables are assumed to approximate
fair values due to their short-term nature. Cash and cash equivalents are subject to variable interest rates.
SPE CIF IC FI NA NCI A L RIS K EXPO S U R ES AND MAN AG EMENT
a) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming
references and setting appropriate credit limits. The consolidated entity obtains guarantees where appropriate to mitigate credit
risk. The maximum exposure to credit risk at the reporting date to recognised financial assets is the carrying amount, net of any
provisions for impairment of those assets, as disclosed in the statement of financial position and notes to the financial statements.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of
that financial asset have occurred. Evidence that a financial asset is credit-impaired include:
•
•
•
significant financial difficulty of the customer;
a breach of contract;
it is probable that the customer will enter bankruptcy or other financial reorganisation.
Write-off policy
The Group writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and
there is no realistic prospect of recovery. However, financial assets may still be subject to enforcement activities, taking into account
legal advice where appropriate. Any recoveries made are recognised in the profit or loss.
Trade receivables
The Group has adopted the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance
for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk
characteristics and the days past due.
The expected loss rates are based on the payment profiles of contracts and corresponding historical credit losses. The historical
loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the
customers to settle the receivables.
84
DUBBER ANNUAL REPORT 2021DUBBER.NET On that basis, the loss allowance as at 30 June 2021 was determined as follows for both trade receivables.
Expected loss rate
0%
past due
0%
past due
2.7%
-
Current
More than 30 days
More than 60 days
Total
Gross carrying amount – trade receivables
5,176,965
279,939
10,754,304
16,211,208
Loss allowance
0
0
290,366
0
The consolidated entity has a credit risk exposure with a major Australian customer, which as at 30 June 2021 owed the consolidat-
ed entity $10,858,038 (67% of trade receivables) (2020: $6,400,848 (75% of trade receivables)).
No impairment was made as at 30 June 2021 as the customer is considered a rating of AA and Dubber is confident that these
receivables are collectable and are active in the management and reduction of these overdue amounts.
Subsequent to the year end, Dubber received $1,881,000 to begin extinguishment of the oldest debt. A payment plan was also
renegotiated to pay down the remainder of the debt every quarter over the next 18 months.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure
of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual payments for a period
greater than 1 year.
Loss allowance as at 30 June 2020 was determined as follows for both trade receivables.
Expected loss rate
Gross carrying amount – trade receivables
Loss allowance
0%
1,717,828
0
past due
0%
66,103
0
past due
2.7%
-
6,776,442
8,560,372
187,279
187,279
Current
More than 30 days
More than 60 days
Total
Management have assessed the risk of collections for the amounts more than 60 days past due as low, however had decided to
make a conservative loss allowance in the year ended 30 June 2020 as shown in the above table.
The Company believes that The Group’s credit risk on liquid funds is limited because the majority of cash and deposits are held with
Westpac Banking Corporation and National Australia Bank, both AA3 credit rated banks.
b) Liquidity risk
Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its
obligations related to financial liabilities.
Prudent liquidity risk management implies maintaining sufficient cash reserves to meet the ongoing operational requirements of the
business. It is the Company’s policy to maintain sufficient funds in cash and cash equivalents. Furthermore, the Company monitors
its ongoing research and development cash requirements and raises equity funding as and when appropriate to meet such planned
requirements. The Company has undrawn financing facilities. Trade and other payables, the only financial liability of the Company,
are due within 3 months.
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may
therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflects the earliest
contractual settlement dates.
85
DUBBER ANNUAL REPORT 2021DUBBER.NET FIN ANCIA L LI ABI LIT Y AND F IN AN C I A L ASSET MATURITY ANALYSI S
Within 1 Year
1 to 5 Years
Total Contractual Cash
2021
2020
2021
2020
2021
$
$
$
$
$
Flow
2020
$
Financial assets – cash flows receivable
Trade and other receivables
16,511,722
10,387,312
2,229,545
Total expected inflows
16,511,722
10,387,312
2,229,545
Financial liabilities due for payment realisable
Trade and other payables
11,597,258
5,323,337
-
Lease liability
597,929
737,743
2,006,421
Total anticipated outflows
12,195,187
6,061,080
2,006,421
-
-
-
-
18,741,267
10,387,312
18,741,267
10,387,312
11,597,258
5,323,337
2,604,350
2,909,440
14,201,608
8,232,777
Net (outflow)/inflow on financial instruments
4,316,535
4,326,232
223,124
4,539,659
2,154,535
c) Market risk
i.
i.
Interest rate risk
The Company’s cashflow interest rate risk primarily arises from cash at bank and deposits subject to market bank rates. The
Company does not have any borrowings or enter into hedges. An increase/(decrease) in interest rates by 0.5% during the
whole of the respective periods would have led to an increase/(decrease) in losses of less than $100,000.
Foreign currency risk
The consolidated Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash
flow forecasting.
The carrying amount of the consolidated entity’s foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Consolidated
US dollars
British pounds
Assets
2021
$’000
2020
$’000
1,519
7,199
908
608
8,718
1,516
Liabilities
2021
$’000
2020
$’000
160
557
717
73
66
139
The consolidated entity had net assets denominated in foreign currencies of $8,001,000 (assets of $8,718,000 less liabilities of
$717,000) as at 30 June 2021 (2020: $1,377,000 (assets of $1,516,000 less liabilities of $139,000). Based on this exposure, had
the Australian dollar weakened by 10%/strengthened by 5% (2020: weakened by 10%/strengthened by 5%) against these foreign
currencies with all other variables held constant, the consolidated entity’s profit before tax for the year would have been
$160,000 lower/$98,000 higher (2020: $137,000 lower/$68,000 higher) and equity would have been $2.9m lower/$1.7m higher
(2020: $2.5m lower/$1.2m higher).
86
DUBBER ANNUAL REPORT 2021DUBBER.NET
The percentage change is the expected overall volatility of the significant currencies, which is based on management’s assessment
of reasonable possible fluctuations taking into consideration movements over the last 6 months each year and the spot rate at each
reporting date. The actual foreign exchange loss for the year ended 30 June 2021 was $124,315 (2020: loss of $108,426).
d) Fair value measurement
The financial instruments recognised at fair value in the statement of financial position have been analysed and classified using a fair
value hierarchy reflecting the significance of the inputs used in making the measurements. The fair value hierarchy consists of the
following levels:
Level 1: Quoted prices in active markets for identical items (unadjusted)
Level 2: Observable direct or indirect inputs other than Level 1 inputs
Level 3: Unobservable inputs (i.e. not derived from market data)
The classification of an item into the above levels is based on the lowest level of the inputs used that has a significant effect on the
fair value measurement of the item. Transfers of items between levels are recognised in the period they occur.
The fair value of the financial instruments as well as the methods used to estimate the fair value are summarised in the table below:
30 June 2021
Financial Assets
Total Financial Assets
Financial Liabilities
Deferred consideration
Total Financial Liabilities
30 June 2020
Financial Assets
Total Financial Assets
Financial Liabilities
Deferred consideration
Total Financial Liabilities
Level 1
Level 2
Level 3
Total
-
-
-
-
-
-
-
-
16,031,836
16,031,836
16,031,836
16,031,836
Level 1
Level 2
Level 3
Total
-
-
-
-
-
-
-
-
116,381
116,381
116,381
116,381
Assets and liabilities held for sale are measured at fair value on a non-recurring basis.
There were no transfers between levels during the financial year.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the financial year are set out below:
Consolidated
Balance at 1 July 2019
Additions – CallN Pty Ltd (1 June 2020)
Balance at 30 June 2020
Balance at 1 July 2020
Final settlement on acquisition of CallN Pty Ltd
Additions – Speik (22 December 2020)
Finance costs on unwinding of deferred consideration – 30 June 2021
Foreign exchange rate restatement – 30 June 2021
Balance at 30 June 2021
Deferred Consideration
-
116,381
116,381
116,381
(116,381)
Total
-
116,381
116,381
116,381
(116,381)
14,387,878
14,387,878
1,068,381
575,577
1,068,381
575,577
16,031,836
16,031,836
87
DUBBER ANNUAL REPORT 2021DUBBER.NET
The level 3 assets and liabilities unobservable inputs and sensitivity are as follows:
Description
Deferred consideration
Unobservable inputs
Sensitivity
Revenue
5% change would increase/decrease fair value by $1.06m
Valuation techniques for fair value measurements categorised within level 3
Deferred consideration is based on Speik’s budgeted revenue targets for FY22 with a multiplication factor applied. Refer to Note 25
for full business combination disclosure.
The fair values of the deferred consideration have been determined based on present values and the discount rates were adjusted
for counterparty or own credit that is expected to settled as of July 2022.
17. Auditors’ Remuneration
Remuneration of the auditor of the Company, BDO Audit (WA) Pty Ltd, for:
Audit services
Taxation advice – BDO Corporate Tax (WA) Pty Ltd
Advisory services – BDO Reward (WA) Pty Ltd
Advisory Services – BDO Corporate Finance (WA) Pty Ltd
Total
18. Contingent Liabilities
Consolidated
2021
$
74,926
26,601
-
85,338
186,865
2020
$
54,850
12,103
23,750
-
90,703
The Consolidated entity has no material contingent liabilities as at reporting date (2020: Nil).
19. Commitments
The Consolidated entity has no material commitments as at reporting date (2020: Nil).
20. Operating Segments
Identification of reportable operating segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors
(chief operating decision makers) in assessing performance and determining the allocation of resources. Up to 22 December
2020, the Group managed primarily on the basis that it had only one main operating segment, being the Dubber technology suite.
Accordingly, all significant operating decisions were based upon analysis of the Group as one segment. For the prior financial year ended
30 June 2020, the financial results from the operating segment was equivalent to the financial statements of the Group as a whole.
Due to the acquisition of Speik Ltd during the year, the Board now segments the business into geographical regions of the world to
effectively review its operations and allocate resources according to opportunities in a total addressable market.
The group has three main operating segments, specifically for the provision of subscriptions services in Europe, United States of America
(‘Americas’) and Rest of World.
88
DUBBER ANNUAL REPORT 2021DUBBER.NET
Intersegment transactions
An internally determined transfer price is set for all inter-segment sales. This price is based on what would be realised in the event that
the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation. Corporate charges are
recognised in Other segment which contains the treasury and oversight functions of the group.
Intersegment receivables, payables and loans
Where an asset is used across multiple segments, the asset is allocated to the segment that receives majority economic value from that
asset. Segment assets are clearly identifiable on the basis of their nature and physical location.
Liabilities are allocated to segments where there is a direct nexus between the incurrence of the liability and the operations of the
segment. Segment liabilities includes trade and other payables.
Unallocated items
Any items noted below as ‘Other’ are not allocated to operating segments as they are not considered part of the core operations of any
segment in particular.
Major customers
Revenues of $4,051,991 (2020: $4,497,626) are derived from a single external customer, representing 20% of the total services revenue.
These revenues are attributed to the ‘Rest of World’ geographical segment.
The Group aggregates two or more operating segments into a single reportable segment when the Group has assessed and determined
the aggregated operating segments share economical and geographical characteristics, such as the type of customers for the Group’s
services and similar expected growth rates and regulatory environment accounting policies applied for internal purposes are consistent
with those applied in the preparation of these financial statements.
Year ended 30 June 2021
Segment income
Services income
Other revenue
Segment expenses
Direct costs
Operating expenses
Share based payments
Europe
Americas
Rest of world
Other
$
$
$
10,730,904
3,560,515
171
10,731,075
3,560,515
6,045,891
2,922,604
8,968,495
2,906,965
1,918,019
5,516,804
$
-
-
-
-
Total
$
20,337,310
2,922,774
23,260,084
10,341,788
5,750,133
3,568,891
15,649,767
1,579,748
26,548,540
-
-
-
13,842,177
13,842,177
8,657,098
5,486,910
21,166,572
15,421,925
50,732,504
EBITDA
2,073,977
(1,926,395)
(12,198,077)
(15,421,925)
(27,472,420)
Depreciation and amortisation
1,549,723
50,704
Finance costs
77,390
12,992
1,445,159
1,371,099
1,627,113
63,696
2,816,258
-
-
-
3,045,586
1,461,481
4,507,067
Loss before income tax
446,864
(1,990,091)
(15,014,335)
(15,421,925)
(31,979,486)
Segment assets
Segment liabilities
47,487,566
1,950,431
50,896,690
-
100,334,687
10,618,580
1,047,421
29,712,650
36,868,986
903,010
21,184,040
-
-
41,378,650
58,956,037
89
DUBBER ANNUAL REPORT 2021DUBBER.NET 21.
Related Party Transactions
SUBSIDIA RIE S
The consolidated financial statements include the financial statements of Dubber Corporation Limited and the subsidiaries listed in the
following table:
Medulla Group Pty Ltd
Dubber Pty Ltd
Dubber Ltd
Dubber USA Pty Ltd
Dubber, Inc.
Dubber Connect Australia Pty Ltd
CallN Pty Ltd
Aeriandi Ltd
Voxygen Ltd
PAREN T ENTITY
Country of Incorporation
Class of Shares
2021 (%)
2020 (%)
Equity Holding
Australia
Australia
England and Wales
Australia
United States of America
Australia
Australia
England
England
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-
-
Dubber Corporation Limited is the ultimate Australian parent entity and ultimate parent of the Group.
KEY MA NAG EMENT P ER S ONN EL
Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member
of Dubber Corporation Limited’s key management personnel for the year ended 30 June 2021.
The totals of remuneration paid to key management personnel of the Company during the year are as follows:
Consolidated
Short-term employee benefits
Long-term benefits
Post-employment benefits
Share-based payments
Total
2021
$
1,788,059
285,618
119,141
10,325,085
12,517,903
2020
$
1,815,888
74,569
133,636
1,365,535
3,389,628
OT HER T RA NS ACT I ONS WITH KE Y MANAG EME NT PERSONN EL
Telephony services totalling $2,297 (2020: $2,150) were provided by Canard Pty Ltd, a company associated with Mr Steve McGovern. Trade payables at 30 June
2021 include a balance of $1,161 (30 June 2020: $193) payable to Canard Pty Ltd. Intelligent Voice and 1300 MY SOLUTION are businesses associated with
Mr Steve McGovern. The Group earned service fee income of $65,815 (2020: $57,943) from Intelligent Voice and $119,036 (2020: $168,269) from 1300 MY
SOLUTION. Trade receivables at 30 June 2021 include balances of $0.00 (30 Jun 2020: $0.00) due from Intelligent Voice and 1300 MY SOLUTION. During the
year $0.00 (2020: $42,750) was invoiced to the Company by Mr Peter Pawlowitsch’s consultancy company, Gyoen Pty Ltd for advisory services outside his usual
Board duties. Trade payables at 30 June 2020 include a balance of nil (30 June 2020: $4,125) payable to Gyoen Pty Ltd. Services totalling $10,000 (2020: $Nil)
were provided by Bassplay Pty Ltd, a company associated with Mr Peter Curigliano. Other receivables at 30 June 2021 includes an amount of $100,977 (30
June 2020: $140,977) receivable from the Medulla Group Pty Ltd vendors, including Mr Steve McGovern and Mr James Slaney.
Amounts included in the remuneration table for Mr Gerard Bongiorno were paid to his consultancy company Otway Capital Consulting and likewise, amounts
included for Mr Peter Clare were paid to his consultancy company Shared Runway Pty Ltd. All transactions are conducted on normal commercial terms and on
an arm’s length basis. No Compensation Options were issued to related parties in the year ended 30 June 2021.
90
DUBBER ANNUAL REPORT 2021DUBBER.NET 22.
Cash Flow Information
Reconciliation of loss for the year to net cash flows from operating activities
Net loss for the year
Non-cash flows in loss:
Depreciation and amortisation
Share based payments
Net exchange differences
Changes in assets and liabilities:
Increase in trade and other receivables
Decrease/(Increase) in trade and other payables
Increase in provisions
Net cash outflows from operating activities
Consolidated
2021
$
2020
$
(31,697,438)
(18,000,260)
3,045,586
13,842,177
(124,315)
4,306,514
(6,273,921)
(544,376)
(17,445,773)
2,051,129
4,412,032
(108,426)
4,996,381
(5,497,489)
(538,012)
(12,684,645)
NON- CA SH FI NA NCING A ND I N VE S T IN G ACTIVITIE S
(i) 2,533,131 fully paid ordinary shares were issued as the first instalment for the acquisition of Speik in December 2020 and March 2021.
(ii)105,599 fully paid ordinary shares were issued in July 2020 to complete the acquisition of CallN Pty Ltd.
In 2020, 799,571 fully paid ordinary shares were issued as the first instalment for the acquisition of CallN Pty Ltd.
23.
Share Based Payments
VALU E OF SHARE BASED PAY M E NT S IN THE FINAN CIAL STATEMENTS
Consolidated
Expensed – directors and other key management personnel remuneration:
Employee options
Fully paid ordinary shares
Loan funded shares
Sub-total
Expensed – other employees’ and consultants:
Fully paid ordinary shares
Employee options
Sub-total
Total
2021
$
10,125,806
176,500
22,779
10,325,085
-
3,517,092
3,517,092
13,842,177
2020
$
176,130
832,000
75,435
1,083,565
2,106,000
1,222,467
3,328,467
4,412,032
91
DUBBER ANNUAL REPORT 2021DUBBER.NET
SHAR ES
The Company formally offered the following fully paid ordinary shares to employees;
2021
Offer Date
Vesting Date
Balance 01/07/20
Offered
FPO Shares Issued
Forfeited
Balance 30/06/21
12/05/21
-
-
100,000
100,000
100,000
100,000
-
-
-
-
01/12/20
Total
2020
Offer Date
Vesting Date
Balance 01/07/19
Offered
Ord FP Shares
Forfeited
Balance 30/06/20
23/09/19
23/09/19
Total
OPTIO NS
-
-
895,000
895,000
Issued
895,000
895,000
-
-
-
-
Set out below are the summaries of options granted as share based payments:
2021
Grant Date
20/12/17
15/01/19
20/09/19
20/09/19
31/03/20
31/03/20
30/11/20
30/11/20
30/11/20
03/05/21
03/05/21
03/05/21
Total
Expiry
Date
Exercise
Defer
Balance
Granted
Exercised
Expired
Balance
Number vested
Price
Type
01/07/20
or
30/06/21
and exercisable
31/12/20
$0.80
15/01/22
$0.38
20/09/22
$1.25
20/09/22
$0.75
22/03/23
$0.75
22/03/23
$0.00
30/06/21
$0.00
30/06/23
$0.00
30/06/25
$0.00
31/01/24
$0.00
31/01/24
$1.80
31/01/24
$1.68
2,000,000
790,790
140,000
150,000
1,485,000
360,000
Forfeited
-
-
-
-
-
-
(2,000,000)
(335,500)
(70,000)
-
-
-
-
-
-
-
455,290
455,290
70,000
70,000
150,000
150,000
(275,000)
-
1,210,000
1,210,000
(360,000)
-
-
-
-
-
-
-
-
-
1,250,000
322,985
3,879,066
-
-
-
840,825
(121,971)
433,272
(1,111)
75,000
-
-
1,250,000
1,250,000
-
322,985
-
3,879,066
-
-
-
718,854
432,161
75,000
-
-
718 854
432,161
75,000
4,925,790
6,801,148
3,163,582
-
8,563,356
3,642,451
Weighted average exercise price
$0.67
$0.13
$0.64
-
$0.26
$0.50
92
DUBBER ANNUAL REPORT 2021DUBBER.NET 2020
Grant Date
22/12/16
20/12/17
20/12/17
15/01/19
20/09/19
20/09/19
31/03/20
31/03/20
Total
Expiry
Date
Exercise
Defer
Balance
Granted
Exercised
Expired or
Balance
Price
Type
01/07/18
Forfeited
30/06/19
(750,000)
(100,000)
31/03/20
$0.40
1
31/12/19
$0.60
31/12/20
$0.80
15/01/22
$0.38
20/09/22
$1.25
20/09/22
$0.75
22/03/23
$0.75
22/03/23
$0.00
850,000
2,000,000
2,000,000
1,325,000
-
-
-
-
-
-
-
-
140,000
150,000
(2,000,000)
-
(534,210)
-
-
1,555,000
(70,000)
360,000
-
Number
vested and
exercisable
-
-
-
-
2,000,000
2,000,000
790,790
140,000
150,000
790,790
140,000
150,000
1,485,000
1,485,000
360,000
360,000
-
-
-
-
-
-
-
6,175,000
2,205,000
(3,354,210)
(100,000)
4,925,790
4,925,790
Weighted average exercise price
$0.59
$0.66
$0.51
$0.40
$0.67
$0.67
The various deferred vesting options listed above are subject to milestones or vesting dates which are listed below. Probability of
achieving these milestones or vesting dates have been assessed at 100% unless otherwise stated.
1. Employee options vest and become exercisable on the following dates provided the employee is an employee of the Company
at the relevant vesting date:
Vesting date 1: 1 March 2017 - 350,000 options
Vesting date 2: 1 March 2018 - 350,000 options less 100,000 options cancelled during the FY2019 upon resignation of
employee before vesting date
Vesting date 3: 1 March 2019 - 350,000 options less 100,000 options cancelled during the FY2019 upon resignation of
employee before vesting date
The assessed fair values of the options were determined using a binomial option pricing model or Black-Scholes model, taking
into account the exercise price, term of option, the share price at grant date and expected price volatility of the underling share,
expected yield and the risk-free interest rate for the term of the option. For the options granted during the current and previous
financial year, the inputs to the model used were:
1 Dec 20201
3 May 20212
3 May 20213
8 June 20214
1 June 20204
Grant date
Number of options
Number of shares
Vesting date
-
100,000
12 May 2021
840,825
-
various
Expense recognised in FY21 ($)
$176,500
$2,279,574
Exercise price ($)
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Fair value per option/ share
Expected life of options (years)
0.00
-
N/A
N/A
1.77
3
0.00
-
N/A
N/A
2.77
3
508,272
250,000
600,000
-
various
$412,477
1.68 - 1.8
-
100%
0.10%
-
-
various
various
$540,805
$284,236
1.216 – 1.6
-
100%
0.14%
1.22
-
100%
0.10%
1.88-1.91
1.2 - 2.8
0.87 - 1.37
3
3
3
1. Shares granted to the Chief Revenue Officer on 1 Decemeber 2020 based on continued employment through to vesting date.
2. 840,825 options granted - 815,825 vested immediately with the remaining 25,000 subject to continuous employment to relevant vesting date as per offer letter.
3. 508,272 options granted as of 3 May 2021 subject to continuos employment to relevant vesting date.
4. 250,000 options issued on 8 June 2020 and 600,000 options issued to 1 June 2020 to an employee based on continous employment at vesting date.
Grant date
Number of options
Vesting date
30 November 2020
5,452,051
8 June 2021
3,431,456
1 July 2020
1,213,277
30/6/21, 15/8/21 & 30/6/23
30/6/21, 15/8/21 & 30/6/23
30/6/21, 30/6/22 & 30/6/23
Expense recognised in FY21 ($)
$3,962,346 (2020: $ -)
$3,287,298 (2020: $ -)
$2,370,214 (2020: $ -)
Exercise Price
Fair Value Per Option
Expected life of options (years)
$ -
$1.659
3
$ -
$2.919
3
$ -
$3.199
3
93
DUBBER ANNUAL REPORT 2021DUBBER.NET
Grant date
Number of options
Vesting date
24 March 2021
153,241
30/6/21, 30/6/22, 30/6/23
& 30/6/24
24 March 2021
24 March 2021
300,000
30/6/24
300,000
30/6/24
Expense recognised in FY21 ($)
$102,013 (2020: $ -)
$49,886 (2020: $ -)
$48,680 (2020: $ -)
Exercise Price
Fair Value Per Option
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Expected life of options (years)
Grant date
Number of options
Vesting date
$ -
$3.199
-
-
-
3
3
$1.75
$2.026
-
75%
0.13%
3
3
$1.75
$1.977
-
75%
0.13%
3
3
24 March 2021
13 May 2020
13 May 2021
300,000
30/6/24
250,000
13/5/21
250,000
13/5/22
Expense recognised in FY21 ($)
$46,759 (2020: $ -)
$199,300 (2020: $ -)
$59,310 (2020: $ -)
Exercise Price
Fair Value Per Option
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of options (years)
$1.75
$1.899
-
75%
0.13%
3
100%
0.10%
3
5,452,051 ZEPOs granted to Executive Directors as of 30 November 2020
Director
Mr Stephen McGovern
Mr Peter Pawlowitsch
Total
2020 ZEPOs
1,000,000
250,000
1,250,000
$1.165
$0.7972
-
100%
0.25%
3
100%
0.25%
3
STI ZEPOs
255,581
67,404
322,985
$2.64
$1.804
-
100%
0.10%
3
100%
0.10%
3
LTI ZEPOs
3,707,215
808,851
3,879,066
3,431,456 ZEPOs granted to Co-Founder and Chief Operating Officer, Mr James Slaney as of 8 June 2021
2020 ZEPOs
1,000,000
STI ZEPOs
187,035
LTI ZEPOs
2,244,421
Vesting conditions for the above are as follows:
2020 ZEPOS
The 2020 ZEPO shall vest on 30 June 2021 if the holder remains in continued employment with the Company until 30 June 2021.
STI ZEPOS
The STI ZEPOS shall vest on the date that the 2021/2022 financial year budget for the business of the Group is approved by the
Board and that budget shows that the business will have sufficient cash from cash at bank and budgeted operating revenue to
sustain budgeted operating costs for that year.
Subject to achievement of the sustainable cash flow condition above:
i.
If the holder receives a positive “Personal Scorecard” (scorecard to be determined by agreement between the
Company and the Executive) for the financial year ended 30 June 2021 from the Board for performance over the
previous 12 months, 50% of the STI ZEPOS shall vest.
94
DUBBER ANNUAL REPORT 2021DUBBER.NET ii.
If, by 30 June 2021, the Group has achieved 8 or more core business objectives and/or product releases (to be
determined by agreement between the Company and the Executive) then the following proportion of the remaining
50% of the STI ZEPOS shall vest, namely achieving:
(A) 8 core business objectives and/or product releases - 20%
(B) 9-40%
(C) 10 -60%
(D) 11 - 80%, and
(E) 12 or more - 100%
Subject to achievement of the sustainable cash flow condition above:
i.
If the holder receives a positive “Personal Scorecard” (scorecard to be determined by agreement between the
Company and the Executive) for the financial year ended 30 June 2021 from the Board for performance over the
previous 12 months, 50% of the STI ZEPOS shall vest.
ii.
If, by 30 June 2021, the Group has achieved 8 or more core business objectives and/or product releases (to be
determined by agreement between the Company and the Executive) then the following proportion of the remaining
50% of the STI ZEPOS shall vest, namely achieving:
(A) 8 core business objectives and/or product releases - 20%
(B) 9-40%
(C) 10 -60%
(D) 11 - 80%, and
(E) 12 or more - 100%
LTI ZEPOS
If the holder remains in continued employment with the Company until 30 June 2023, the LTI ZEPOS shall vest as follows:
i. Recurring revenue (50% of LTI ZEPOs). The following proportions of LTI ZEPOs shall vest where recurring revenue for
the Group by 30 June 2023 is:
(A) at or above $40 million but less than $60 million: 33% at $40 million with a straight-line pro rata vesting up to 60%;
(B) at or above $60 million but less than $80 million: 60% at $60 million with a straight-line pro rata vesting up to 100%; and
(C) at or above $80 million: 100%.
Recurring revenue means operating revenue of the Group for any month multiplied by 12 exclusive of one off revenue
fees such as connection fees and any R&D or other grant revenue.
ii. Agreements for deployments into telecommunication networks (50% of LTI ZEPOs). The following proportions of LTI
ZEPOS shall vest where, by 30 June 2023, the Group has agreements in place for the deployment of the Dubber call
recording service on to telecommunication service provider networks (whether or not yet active):
(A) at least 170 but less than 185: 33% at 170 with a straight-line pro rata vesting up to 60%;
(B) at least 185 but less than 200: 60% at 185 with a straight-line pro rata vesting up to 100%; and
(C) at or above 200: 100%.
95
DUBBER ANNUAL REPORT 2021DUBBER.NET
1,213,277 ZEPOs granted to Executive Director Mr Peter Pawlowitsch as of 1 July 2020
Vesting
If the holder remains an employee of the Company as at the relevant date, the Options shall vest as follows:
i.
one-third of the Options (rounded up to the nearest whole number) shall vest on 30 June 2021;
ii.
a further one-third of the Options (rounded up to the nearest whole number) shall vest on 30 June 2022; and
iii.
the remaining Options shall vest on 30 June 2023.
153,241 ZEPOs granted to Non-Executive Directors Mr Peter Clare and Mr Gerard Bongiorno as of 24 March 2021
Director
Mr Peter Clare
Mr Gerard Bongiorno
Total
ZEPOs
96,988
56,253
153,241
Vesting
If the holder remains as a director of the Company as at the relevant date or in certain cases of prior departure the Board exercises
its discretion otherwise in accordance with the 2020 Plan, the ZEPOS shall vest as follows:
i.
8.2% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2021;
ii. 30.6% of the aggregate number of ZEPOS (rounded down to the nearest whole number) shall vest on 30 June 2022;
iii. 30.6% of the aggregate number of ZEPOs (rounded down to the nearest whole number) shall vest on 30 June 2023;
and
iv.
the balance shall vest on 30 June 2024.
900,000 Remuneration Options granted to Non-Executive Directors Mr Peter Clare and Mr Gerard Bongiorno as of 24 March 2021
Director
Mr Peter Clare
Mr Gerard Bongiorno
Total
Remuneration
600,000
300,000
900,000
The Options shall vest on 30 June 2024 if the holder remains as a director of the Company as at that date, or in certain cases of prior
departure if the Board exercises its discretion otherwise in accordance with the 2020 Plan, as follows:
i.
one-third of the Options shall vest if the price of Shares traded on ASX has achieved $3.00 or more on a 20-day
volume-weighted average price (20-day VWAP) basis before that date;
ii. a further one-third of the Options shall vest if the price of Shares traded on ASX has achieved $4.00 or more on a 20-
day VWAP basis before that date; and
iii.
the remaining Options shall vest if the price of Shares traded on ASX has achieved $5.00 or more on a 20-day VWAP
basis before that date.
250,000 Yearly tenure options granted as of 13 May 2020 and 13 May 2021 to Chief Revenue Officer Mr Russell Evans
Vesting period is 12 months
The weighted average remaining contractual life of share-based payment options that were outstanding as at 30 June 2021 was
2 years (2020: 1.6 years).
The weighted average fair value of share-based payment options granted during the year was $0.13 (2020: $0.66) each.
96
DUBBER ANNUAL REPORT 2021DUBBER.NET
PERFORMAN CE RIGHT S
There were no performance rights issued in the year ended 30 June 2021 (30 June 2020: Nil).
LOAN FU N DED SHA RES
Set out below is the summary of loan funded shares granted as share based payments:
2021
Grant Date
29/11/17
1/12/17
Total
2020
Grant Date
29/11/17
1/12/17
Total
Expiry
Date
Exercise
Defer Type
Balance
Granted
Exercised
Expired or
Balance
Number
Price
01/07/20
Forfeited
30/06/21
vested and
20/12/22
$0.36
30/1/23
$0.56
1
2
525,000
600,000
1,125,000
-
-
-
-
-
-
exercisable
-
-
-
525,000
525,000
600,000
600,000
1,125,000
1,125,000
Expiry
Date
Exercise
Defer Type
Balance
Granted
Exercised
Expired or
Balance
Number
Price
01/07/19
Forfeited
30/06/20
vested and
20/12/22
$0.36
30/1/23
$0.56
1
2
525,000
600,000
1,125,000
-
-
-
-
-
-
exercisable
-
-
-
525,000
350,000
600,000
400,000
1,125,000
750,000
The deferred loan funded shares are subject to vesting dates which are listed below. Probability of achieving these vesting dates
have been assessed at 100% unless otherwise stated.
1. Loan funded shares vest on the following dates provided the employee is an employee of the Company at the relevant vesting
date:
Vesting date 1: 20 December 2018 - 175,000 loan funded shares
Vesting date 2: 20 December 2019 - 175,000 loan funded shares
Vesting date 3: 20 December 2020 - 175,000 loan funded shares
2. Loan funded shares vest on the following dates provided the employee is an employee of the Company at the relevant vesting
date:
Vesting date 1: 30 January 2019 - 200,000 loan funded shares
Vesting date 2: 30 January 2020 - 200,000 loan funded shares
Vesting date 3: 30 January 2021 - 200,000 loan funded shares
The assessed fair values of the loan funded shares was determined using a Black-Scholes model, taking into account the exercise
price, term of loan, the share price at grant date and expected price volatility of the underling share, expected yield and the risk-free
interest rate for the term of the loan. For the loan funded shares granted, the inputs to the model used were:
Grant date
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of loan (years)
Underlying share price ($)
Loan exercise price ($)
Value of loan funded share ($)
29/11/2017
-
100%
2.09%
5
$0.36
$0.36
$0.2700
1/12/2017
-
100%
2.47%
5
$0.555
$0.555
$0.4176
97
DUBBER ANNUAL REPORT 2021DUBBER.NET 24. Parent Entity Disclosures
SUMMAR Y F IN ANCI AL INF ORM A T I O N
The individual financial statements for the parent entity show the following aggregate amounts:
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Loss for the year
Total comprehensive loss
2021
($)
23,996,568
92,986,318
116,982,886
1,156,144
1,579,585
2,735,729
114,247,157
131,169,286
21,467,471
(38,389,600)
114,247,157
(16,058,990)
(16,058,990)
2020
($)
2,459,317
26,206,631
28,665,948
1,144,894
1,974,675
3,119,569
25,546,379
84,227,772
8,905,097
(67,586,490)
25,546,379
(5,192,216)
(5,192,216)
The parent entity had no capital commitments or contingent liabilities at 30 June 2021 or 30 June 2020.
25. Business Combinations
On 22 December 2020, Dubber Corporation Limited, entered into an agreement to acquire 100% of the ordinary shares of Voxygen Ltd
and Aeriandi Ltd, collectively known as Speik for the total consideration of cash and FPO shares in Dubber Corporation Limited to the
value of $31,596,358.
The acquired business, Speik Ltd, coupled with Dubber services contributed revenues of $7,210,187 and net profit after tax of $545,189,
which is included in the consolidated statement of profit or loss and other comprehensive income from date of acquisition as of 22
December 2020 to 30 June 2021.
If the acquisition had occurred on 1 July 2020, consolidated pro-forma revenue and profit for the year ended 30 June 2021 would have been
circa $13.2M and $595k respectively. These amounts have been calculated using the subsidiary’s results and adjusting them for the additional
depreciation and amortisation that would have been charged assuming the fair value adjustment to property, plant and equipment and intangi-
ble assets had been applied from 1 July 2020, together with the consequential tax effects.
The values identified in relation to the acquisition of Speik are accounted as final, as at 30 June 2021.
98
DUBBER ANNUAL REPORT 2021DUBBER.NET The assets and liabilities recognised as a
result of the acquisition are as follows:
Cash and cash equivalents
Trade and other receivables
Prepayments
Plant and equipment
Intangibles 1
Total assets
Payroll liabilities
Statutory liabilities
Trade and other payables
Loans
Lease liabilities
Contract liabilities
Deferred Tax Liabilities
Total liabilities
Net assets acquired
Goodwill 2
Acquisition date fair value of the total consideration
Representing:
Cash paid to vendor
2,533,131 fully paid ordinary shares in Dubber Corporation Ltd issued to vendor
Value of cash and fully paid ordinary shares in Dubber Corporation Ltd to be issued as deferred consideration to the vendor
Total purchase consideration
Acquisition costs expensed to profit or loss
Key Acquisition Terms:
Fair value
$’000
326
4,303
560
373
19,591
25,153
(42)
(1,418)
(2,107)
(1,918)
(87)
(3,578)
(3,722)
12,873
12,280
19,316
31,596
12,842
4,366
14,388
31,596
1,403
• Dubber has acquired all of the issued share capital of Aeriandi and its wholly owned subsidiary Voxygen, both UK companies.
These companies own and operate the Speik business.
•
•
The aggregate consideration is approx. £17.8 million (AUD $31.5 million) based on known and estimated numbers (see below).
Payable in cash and/or shares, as elected by the selling shareholders, with a 5% reduction if taken in cash.
Initial consideration of £10.1 million (A$17.9 million) was paid at completion, with £7.9 million paid in cash and loan notes (see
below) (£1.07 million of which was paid to satisfy commercial loan debt of Aeriandi) and the balance, representing 22% of the
initial consideration, to be satisfied by way of the issue of 2,441,533 Dubber fully paid ordinary shares at a deemed issued price of
A$1.60. Initial consideration will be adjusted on customary terms post-completion for movement in targeted working capital.
• Deferred consideration is based on Speik’s budgeted revenue targets for FY22 with a multiplication factor applied with each input
as above representing a separate revenue stream. While the amount is unknown as at the completion date, based on Speik
management forecasts for the relevant period, the earn out consideration if the EBITDA target is achieved would be £10.3 million
(A$18.3 million at the present-day AUD/GBP exchange rate). If the forecasts are exceeded, the cash component of the earn-out
will be capped in any event at approx. £8.8 million while the share component, which represents approx. 23% of the aggregate
earn-out payment is not capped. The issue price of earn-out shares will be determined by the 30-day VWAP prior to the end of the
earn-out period. Refer to note 16(d) for additional details on the fair value measurement policy applied to deferred consideration.
1. Intangibles acquired as part of the business combination included customer relationships and technology. The fair value of the acquired customer relationship related intangible assets was
determined with reference to an income approach from the excess earnings valuation methodology. This required key assumptions to be made around revenue projections, annual attrition
factor and contributory asset charges.
The fair value of the acquired technology based intangible assets was determined with reference to the replacement cost valuation methodology. This required assumptions to be made for
developing the existing technology split by various models and around market participant adjustment.
2. The goodwill is attributable to the expectation of new customer contracts and relationships, the potential future technology and to the assembled workforce of the acquired business.
It will not be deductible for tax purposes.
99
DUBBER ANNUAL REPORT 2021DUBBER.NET
26. Events Subsequent to Year End
The Company successfully completed a capital raise of AU$110,000,000 (before costs) at a price of AU$2.95 per share in July 2021.
The placement was completed in 2 tranches, with the first tranche completed on 29 July 2021 for 33,086,809 shares and the 2nd
tranche of 4,201,327 approved by shareholders at an EGM on 2 September 2021.
The Company completed the acquisition of AI Technology Company Notiv, by way of cash and equity for circa AU$6.6M on 20
September 2021.
Information not disclosed as not yet available
At the time the financial statements were authorised for issue, the Group had not yet completed the accounting for the acquisition of
Notiv.
There are no further matters or circumstances that have arisen since 30 June 2021 that have or may significantly affect the
operations, results or state of affairs of the Company in future financial years.
The financial report was authorised for issue on 29 October 2021 by the Board of Directors.
100
DUBBER ANNUAL REPORT 2021DUBBER.NET Directors’
Declaration
101
DUBBER.NETDUBBER ANNUAL REPORT 2021 DIRE CT ORS ’ DE CLAR AT IO N
The directors of the Company declare that:
1. The financial statements and notes are in accordance with the Corporations Act 2001, and:
i.
comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
ii.
give a true and fair view of the financial position of the Company as at 30 June 2021 and of its
performance for the financial year ended on that date.
2. The Managing Director and Chief Financial Officer have each declared that:
i.
the financial records of the Company for the financial year have been properly maintained in
accordance with section 286 of the Corporations Act 2001;
ii.
the financial statements and notes for the financial year comply with the accounting standards; and
iii.
the financial statements and notes for the financial year give a true and fair view.
3.
In the opinion of the directors’ there are reasonable grounds to believe that the Company will be able to
pay its debts as and when they become due and payable.
4. Note 1 confirms that the financial statements also comply with International Financial Reporting
Standards as issued by the International Accounting Standards Board.
This declaration is made in accordance with a resolution of the Board of Directors.
Peter Clare
Chairman
Dated: 29 October 2021
102
DUBBER ANNUAL REPORT 2021DUBBER.NET
Independent
Auditors
Report
103
DUBBER.NETDUBBER ANNUAL REPORT 2021 Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
INDEPENDENT AUDITOR'S REPORT
Tel: +61 8 6382 4600
Fax: +61 8 6382 4601
www.bdo.com.au
38 Station Street
Subiaco, WA 6008
PO Box 700 West Perth WA 6872
Australia
To the members of Dubber Corporation Limited
Report on the Audit of the Financial Report
Opinion
INDEPENDENT AUDITOR'S REPORT
We have audited the financial report of Dubber Corporation Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the
To the members of Dubber Corporation Limited
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
Report on the Audit of the Financial Report
declaration.
Opinion
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
We have audited the financial report of Dubber Corporation Limited (the Company) and its subsidiaries
Act 2001, including:
(the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
(i)
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
financial performance for the year ended on that date; and
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
(ii)
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
Basis for opinion
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
Act 2001, including:
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
financial performance for the year ended on that date; and
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
(ii)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
Basis for opinion
ethical responsibilities in accordance with the Code.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
We confirm that the independence declaration required by the Corporations Act 2001, which has been
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
given to the directors of the Company, would be in the same terms if given to the directors as at the
Report section of our report. We are independent of the Group in accordance with the Corporations
time of this auditor’s report.
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
for our opinion.
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275,
an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and
form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Accounting for the acquisition of Speik Ltd
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 25 of the financial report, the
Our audit procedures included, but were not limited to
Group completed the acquisition of the business of
the following:
Speik Ltd on 22 December 2020.
•
Reviewing the business sale agreement to
The acquisition was accounted for in accordance with
understand the key terms and conditions, and
AASB 3 Business Combinations and was deemed to be a
confirming our understanding of the transaction
key audit matter given the acquisition was material to
with management;
the Group and involved significant judgements made by
management, including the estimation of the fair value
of assets acquired, liabilities assumed and
determination of the amount of purchase
•
Agreeing the acquisition date to the date at which
the Group obtained control over the business
assets and liabilities;
consideration, which included deferred consideration.
•
Assessing the estimation of the deferred
Notes 1 and 25 of the financial report disclose the
accounting policy for business combinations and the
significant judgements and estimates made.
consideration by challenging the key assumptions
including discount rate and achievement of future
revenue targets;
•
Assessing the competency and objectivity of the
independent expert to which management has
engaged to assess the fair value of specified assets
acquired as part of the acquisition;
•
Evaluating the assumptions and methodology in
management's expert’s determination of the fair
value of assets and liabilities acquired; and
•
Assessing the adequacy of the related disclosures
in Notes 1 and 25 of the financial report.
Revenue recognition
Key audit matter
How the matter was addressed in our audit
The Group recognises revenue in accordance with
Our audit procedures included but were no limited to
AASB 15 Revenue from Contracts with Customers
the following:
(‘AASB 15’).
•
Challenging management’s assessment of the
There are complexities and judgements associated with
performance obligations promised to customers
interpreting key revenue contracts entered into by the
within a contract;
Group against the requirements of the accounting
standard.
•
Obtaining and reviewing a sample of contracts,
considering the terms and conditions, performance
This area is a key audit matter due to:
obligations of these arrangements and assessing
•
•
the significance of revenue to the financial report;
the accounting treatment under AASB 15;
and
revenue being one of the key drivers to the
Group’s performance.
•
Assessing and challenging management’s position
on certain contracts against the criteria for
revenue recognition in particular relating to
probability of collection of consideration which it
is entitled to;
•
Performing analytical procedures to understand
movements and trends in revenue for comparisons
against expectations;
•
Agreeing, for a sample of revenue transactions,
the amounts recorded by the Group to supporting
documentation to confirm the existence and
accuracy of the revenue recognised and to
consider whether the transaction was recorded in
the correct period;
•
Agreeing a sample of debtor balances outstanding
at 30 June 2021 to corroborating evidence
including customer confirmations;
•
Performing cut-off procedures to ensure that all
revenue was captured in the appropriate financial
year; and
•
Assessing the adequacy of the relevant disclosures
in Note 1 and Note 2 within the financial report.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2021, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 31 to 44 of the directors’ report for the
year ended 30 June 2021.
In our opinion, the Remuneration Report of Dubber Corporation Limited, for the year ended 30 June
2021, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit (WA) Pty Ltd
Dean Just
Director
Perth, 29 October 2021
ADDIT IO N AL S HAREHO LDER I NF O RM ATION
The following additional information is current as at 27 October 2021.
CORPORA TE G OV ERNA NCE:
The company’s corporate governance statement is available on the company’s website at:
www.dubber.net/investors/investor-centre
SUBST A NTI AL S HAREHOLDER:
Holding ranges
Holders
Total units
% issued share capital
above 0 up to and including 1,000
above 1,000 up to and including 5,000
above 5,000 up to and including 10,000
above 10,000 up to and including 100,000
above 100,000
Totals
4,725
4,792
1,490
1,935
317
2,333,069
12,166,973
11,296,287
55,096,156
216,637,080
13,259
297,529,565
0.78%
4.09%
3.80%
18.52%
72.81%
100.00%
There are 690 shareholders with less than a marketable parcel.
VOT ING RIG HTS
Each fully paid ordinary share carries voting rights of one vote per share.
109
DUBBER ANNUAL REPORT 2021DUBBER.NET TOP 20 HO LDE RS OF ORDINAR Y S H ARES
Position
Holder Name
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
UBS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
STEVE MCGOVERN NOMINEES PTY LTD
NATIONAL NOMINEES LIMITED
MR ROBERT KLEIN
"BNP PARIBAS NOMINEES PTY LTD
"
"PENELOPE SLANEY
"
VENN MILNER SUPERANNUATION PTY LTD
BOSTON FIRST CAPITAL PTY LTD
MOSCH PTY LTD
"ONE MANAGED INVESTMENT FUNDS LIMITED
"
MR STUART JAMES HERCULES
"ONE MANAGED INVESTMENT FUNDS LIMITED
"
STEPHEN MCGOVERN
"MILA INVESTMENT CO PTY LTD
"
"BAY 88 PTY LTD
"
1
2
3
4
5
6
7
8
9
10
11
12
13
14
14
15
16
17
18
19
20
Holding
35,725,028
18,821,133
17,072,821
7,222,478
6,605,038
6,443,140
3,583,432
3,563,191
% IC
12.01%
6.33%
5.74%
2.43%
2.22%
2.17%
1.20%
1.20%
3,077,103
1.03%
3,068,939
2,577,289
2,509,524
2,223,535
1,950,000
1,950,000
1,802,632
1,660,000
1.03%
0.87%
0.84%
0.75%
0.66%
0.66%
0.61%
0.56%
1,550,000
0.52%
"ONE MANAGED INVESTMENT FUNDS LIMITED
1,528,947
0.51%
"
MR DENIS EDWARD ALAN WILKINS
4SIGHT NOMINEES PTY LTD
Total
Total issued capital - selected security class(es)
1,490,000
1,428,572
125,852,802
297,529,565
0.50%
0.48%
42.30%
100.00%
110
DUBBER ANNUAL REPORT 2021DUBBER.NET UN QU OTED EQ UITY S ECURIT I E S
Number
345,000
60,000
150,000
945,000
1,387,035
3,879,066
414,665
439,136
75,000
50,000
100,000
100,000
140,676
900,000
4,535,083
250,000
250,000
100,000
100,000
Number of holders
Class
Holder
7
6
1
31
2
2
25
21
1
1
1
1
2
2
4
1
1
1
1
Unlisted options exercisable at $0.38 expiring 15 January 2022
Unlisted options exercisable at $1.25 expiring 20 September 2022
Unlisted options exercisable at $0.75 expiring 20 September 2022
Unlisted options exercisable at $0.75 expiring 22 March 2023
Unlisted ZEPOs expiring 30 June 2023
Unlisted ZEPOs expiring 30 June 2025
Unlisted ZEPOs expiring 31 January 2024
Unlisted options exercisable at $1.80 expiring 31 January 2024
Unlisted options exercisable at $1.68 expiring 31 January 2024
Unlisted options exercisable at $1.21 expiring 30 November 2023
Unlisted options exercisable at $1.60 expiring 31 May 2024
Unlisted ZEPOs expiring 31 May 2024
Unlisted ZEPOs expiring 31 July 2024
Unlisted options exercisable at $1.75 expiring 31 July 2024
Unlisted ZEPOs expiring 30 June 2025
Unlisted options exercisable at $1.165 expiring 12 May 2024
Unlisted options exercisable at $2.64 expiring 12 May 2025
Unlisted ZEPOs expiring 6 August 2023
Unlisted ZEPOs expiring 6 August 2024
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
ESOP
111
DUBBER ANNUAL REPORT 2021DUBBER.NET Get in touch ↗
North America
Australia
United Kingdom
ATLAN TA
M ELB OURNE
LONDON
3280 Peachtree Rd NE Floor 6,
Level 5, 2 Russell Street,
Atlanta, GA 30305,
Melbourne, 3000,
USA
DALLA S
Level 12, Suite 1200,
2828 N Harwood St, Dallas,
TX 75201,
USA
Australia
S YDNEY
5 Martin Place,
Sydney, 2000,
Australia
8 Devonshire Square,
Spitalfields, London,
EC2M 4PL, UK