ANNUAL REPORT 2022
ABOUT INFOMEDIA LTD
Infomedia is a leading global provider of SaaS and DaaS solutions that empower the data-driven automotive ecosystem.
Infomedia’s solutions help OEMs, NSCs, dealerships and 3rd party partners manage the vehicle and customer lifecycle.
They are used by over 250,000 industry professionals, across 50 OEM brands and in 186 countries to create a convenient
customer journey, drive dealer efficiencies and grow sales.
The company was founded in 1987 and is headquartered in Sydney, Australia. As a team and a business, we are governed by our
core values:
• Accelerating performance – we are action orientated and always accountable to our customers
• Driving innovation & service – our technology leadership and data analytics insights empower our customers to meet their
key objectives
• Navigating global & steering local – our customers benefit from a unified approach with local execution
• Having fun in the fast lane – we aim to balance hard work with a fun and vibrant workplace, both virtually and in the office.
For more than 25 years, Infomedia has led data-driven innovation in aftersales technology. Our goal from the beginning has been
to support the key objectives of global OEMs and dealers to increase profits in parts and service aftersales, while enhancing
customer engagement and brand retention.
The powerful combination of our innovative SaaS and DaaS solutions, strong global relationships with OEMs and dealers, along
with decades-long experience in aftersales, is difficult to replicate.
GOVERNANCE REPORTING AND POLICY DISCLOSURE
Infomedia’s Financial Report for the 2021 financial year and previous years, including half-year reports, can be accessed and
viewed on our website at https://www.infomedia.com.au/investors/annual-and-half-year-reports. Additional reporting, including
Infomedia’s Corporate Governance Statement, Code of Conduct and key governance policies can be a viewed on Infomedia’s
website at: https://www.infomedia.com.au/investors/governance
ELECTRONIC & DIGITAL COMMUNICATIONS
Infomedia is a technology solutions provider with a commitment to sustainability and the environment. We encourage all
stakeholders to download an electronic version of our publications instead of requesting printed copies.
Reports are available at https://www.infomedia.com.au/investors/annual-and-half-year-reports/. If you have received a printed
hard copy of Infomedia’s 2022 Annual Report, please contact Link Market Services at www.linkmarketservices.com.au and elect
to receive all future communications in electronic form. Thank you!
ABOUT THIS REPORT: Terms including ‘the Company’, ‘your Company’, ‘the Group’, and ‘Infomedia’ refer to Infomedia Ltd ABN: 63 003 326 243 throughout this 2022
Annual Report. Terms referring ‘the year’, ‘the financial year’ and ‘FY22’ all refer to the 12 months to 30 June 2022. All references to dollars are in Australian dollars
(AUD) unless stated otherwise. Infomedia’s 2022 Directors’ Report and Financial Statements were authorised for issue by the Board of Directors on 26 August 2022.
This 2022 Annual Report may contain forward looking statements. Please refer to page 86 for an explanation of forward-looking statements and the risks,
uncertainties and assumptions to which they are subject.
Table of Contents
C O N T E N T S
A letter from the Chairman
A message from the CEO
Infomedia Ltd Board of Directors
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
FY22 Financial Report
Directors’ Declaration
Independent Auditor’s Report to Infomedia Shareholders
Shareholder Information
Corporate Directory
Glossary
2
6
10
11
17
36
37
79
80
84
86
86
Empowering the data-driven automotive ecosystem
infomedia.com.au 1
A Letter from the Chairman
Dear fellow shareholder,
Strategic focus
In a year of high market volatility and leadership transition,
Infomedia continued to perform well and finished the period
with a solid result delivering revenue growth, higher operating
earnings and cashflows. Achieving this in challenging operating
conditions is a testament to the hard work and commitment of
our global team.
Key achievements in FY22
The 12 months to 30 June 2022 were characterised by the
following major achievements:
The first achievement was the solid financial result in which
Infomedia delivered strong revenue growth, in-line with the
guidance provided to the market a year ago. A return to a more
normal operating environment in the second half of FY22 saw
an uptick in operating costs with the filling of various open
employment positions and a return to travel. Nevertheless,
Infomedia achieved Underlying Cash EBITDA and free cash flow
growth in excess of revenue growth, demonstrating the Company’s
operating leverage and cost management measurements.
Infomedia continues to have a strong balance sheet with
capacity to support organic and inorganic growth opportunities.
As a result of the financial performance for the year, the
company increased its dividend to shareholders to 5.6 cents
per share for FY22, up 26% from 4.45 cents per share for FY21.
The second achievement during FY22 was the growth achieved
by our Infodrive data insights solutions and our SimplePart
e-commerce solutions. Infodrive and SimplePart are two of
our four product “pillars” and both were added to our product
portfolio through recent acquisitions. The Board is encouraged
by Infomedia’s ability to continue expanding and enhancing
the products and services offered to our global customers, and
expects the positive growth trajectory to continue in 2023.
Thirdly, during FY22, Infomedia welcomed a new Chief
Executive Officer and Managing Director, Jens Monsees, and
Chief Financial Officer, Gareth Turner. The Board is confident
in their ability to drive the business forward with fresh energy
and ideas. Jens brings more than 20 years of experience
to the CEO role, and Infomedia will benefit greatly from his
senior leadership and automotive experience with both
BMW and Google, and his exciting vision for the future of the
business. Gareth is an experienced CFO with a background
in both technology and ASX-listed companies. He has swiftly
contributed with enhanced financial reporting, data-driven
financial analysis and increased internal and external
reporting transparency.
The automotive sector is rapidly evolving, and our OEM
partners are increasingly looking to trusted solution
providers like Infomedia to help them improve productivity,
profitability and customer retention.
Infomedia is recognised as an innovator in developing
solutions with a SaaS and DaaS ecosystem that empower
OEMs and their dealer networks to manage the vehicle and
customer lifecycle.
With a presence across the Americas, EMEA and APAC,
Infomedia remains well placed to support our OEM partners
with market-leading products and services. We believe
this is a compelling competitive advantage in a globally
fragmented market.
FY22 financial performance
Revenue in FY22 increased by 23% to $120.1 million,
reflecting organic growth in all our products in all regions
we operate in and 12-months of contribution from
SimplePart which we acquired in May 2021.
Underlying Cash EBITDA increased by 29% to $24.8
million. Underlying Cash EBITDA is a key internal metric
focused on the operating performance of the business,
independent of the accounting impact of expensing
acquisition earnout payments and the capitalisation of
development costs.
On an organic basis (excluding the SimplePart acquisition
that was included in the FY22 results for 12 months and
the FY21 results for 1 month), total revenue in FY22 was
$103.5 million, an increase of 8%, and Underlying Cash
EBITDA in FY22 was $21.3 million, an increase of 13%.
Reported net profit after tax in FY22 was $8.2 million,
a 49% decrease compared to FY21. NPAT was impacted
by $14 million of non-cash depreciation and amortisation
and other non-operating items including the expensing
of earnouts during the period relating to the successful
Nidasu and SimplePart acquisitions.
Capital management
Infomedia continues to generate strong cash flow from
operations. In FY22, free cash flow, being cash generated
from operating activities after capital expenditure and
capitalised development costs, increased by 79% to
$22.1 million.
2 infomedia.com.au
Empowering the data-driven automotive ecosystem
“
Infomedia’s Connected Car solution
empowers our dealer network with valuable
insights and predictive marketing capability.
We can reach customers with automated,
personalised and timely offers that grow
sales and drive customer retention
with digital-first experiences.
Dr Reiner Meierbeck
Aftersales Director
BMW Australia
Empowering the data-driven automotive ecosystem
infomedia.com.au 3
A Letter from the Chairman
Infomedia’s strong balance sheet, with $69 million cash on
hand at 30 June 2022 and no debt, provides the Company
with flexibility to pursue opportunities to expand our product
portfolio organically and through M&A. Infomedia continues to
assess acquisition opportunities with a focus on assets that
enhance our integrated SaaS and DaaS platform offerings,
extend our capabilities, open sales channels to new customers
and increase our reach in key geographic markets.
The Board was pleased to declare a final dividend of 3.0 cents
per share (franked to 14%).
Outlook
In FY22, Infomedia demonstrated strong growth and momentum
in Annual Recurring Revenue (ARR) with an exit ARR of $119.3
million at 30 June 2022. The increase in Annual Recurring
Revenue (ARR) provides a strong foundation and positive
momentum heading into FY23.
The Board believes that Infomedia is well placed to deliver
revenue in the range of $131 million to $139 million in FY23.
Infodrive and SimplePart solutions are again expected to
contribute with double digit growth in FY23.
An additional focus of the new leadership team will be on various
identified operational excellence initiatives which are expected to
support further operating leverage in FY23 and beyond.
We will continue to invest in our products, to improve
functionality and data efficiency, and meet changing customer
needs and market opportunities.
We enter FY23 well positioned to continue our growth trajectory
with a strong balance sheet and positive momentum in the
business. With multiple attractive growth paths ahead, I look
forward to reporting back to you as Infomedia makes progress
with those opportunities.
Unsolicited offers
In May 2022, Infomedia received an unsolicited indicative,
conditional and non-binding offer (“Indicative Proposal”) to
take the Company private via a Scheme of Arrangement.
As disclosed in our various ASX announcements,
Infomedia subsequently received Indicative Proposals
from other interested parties. As at the date of this letter,
no binding offers had been received. There is no certainty
that any Indicative Proposal will result in a binding offer or
that any binding offer will be recommended by the Board.
Infomedia shareholders do not need to take any action at
this time.
Acknowledgements
The Infomedia Board recognises the difficult conditions our
customers and employees have endured over this past year.
To our customers, I would like to thank you for your
ongoing business and you can be assured that the Board
is committed to ensuring that Infomedia continues to
provide you with outstanding products and services.
I would specifically like to acknowledge all our employees
around the world for their persistence, dedication and
hard work without which the results outlined in this Annual
Report would not have been possible.
The Board also expresses its appreciation to our
shareholders for support over the 12 months.
Following the appointment of Jens Monsees as the Chief
Executive Officer and Managing Director in May 2022,
the Board announced the reappointment of Jim Hassell
as Non-Executive Director following completion of his role
as Interim CEO for the prior seven months. We thank Jim
for his unwavering focus, diligence and commitment while
serving as interim CEO.
Bart Vogel
Chairman
4 infomedia.com.au
Empowering the data-driven automotive ecosystem
“
Microcat CRM analyses
what we do, what works best for us
and lets us identify opportunities
for potential business.
Mark Lunn
Group Parts Manager
Stoneacre Motor Group
Empowering the data-driven automotive ecosystem
infomedia.com.au 5
A Message from the CEO
Infomedia’s global leading ecosystem of Software-as-a-Service
and Data-as-a-Service solutions empowers OEMs
and their dealer networks to manage the vehicle and
customer lifecycle.
Our data-driven solutions are used by over 250,000 industry
professionals across 50 OEM brands and in 186 countries to
create a convenient customer journey, drive dealer efficiencies
and grow sales of original parts and service.
For more than 28 years, Infomedia has been a proud leader in
innovation in the retail automotive technology, and we continue
to expand our global business within the three regions in which
we operate, namely APAC, EMEA and the Americas.
In May 2022, I was appointed as Chief Executive Officer and
Managing Director of Infomedia. It is an honour and a privilege
to have been selected by the Board to lead a truly global
automotive-focused technology company with strong, long-
standing customer relationships. I am delighted to be back in
the automotive software industry where I have spent most of
my executive career, including at the BMW headquarters in
Germany and as global lead at Google’s automotive practice.
FY22 highlights
During the 12 months to 30 June 2022 (FY22), Infomedia
continued its growth momentum and delivered a solid financial
performance resulting in strong cash flows and the highest
full year dividend per share declared for many years.
I congratulate the team for this result which was achieved
under challenging conditions.
It was pleasing to see that growth was achieved across all
regions and products, and I would like to acknowledge in
particular the strong contribution from our Infodrive and
SimplePart solutions.
We have maintained a clean and strong balance sheet with no
debt and $69 million of cash on hand at 30 June 2022. We are
focused on finding opportunities to deploy this capital towards
value-accretive investments.
During the year, we further deepened our long-term
relationships with our key OEM partners and strengthened our
leadership team with several important executive appointments.
With an exit ARR of $119.3 million at the year end, the business
has positive momentum and we are well positioned to capitalise
on further growth opportunities in FY23.
Key trends
This is a very exciting time to be in the automotive sector
that is transitioning to a future of increased mobility. The
industry is rapidly evolving, enabled by advanced vehicle
technologies and digital lifestyle convergence. Industry
participants are jostling to secure their positions and to
gain their share of this growing market. We have identified
five key trends which we believe are currently shaping the
industry and supporting our future growth strategy.
• Electric Vehicles (EV): EV model adoption is growing in
key markets. Dealers need to invest in technology to
remain relevant to customers who expect a seamless
and convenient experience.
• Connected Car: As connected driving increases, data
volumes from vehicles are growing exponentially.
However OEMs face challenges analysing and leveraging
this information to improve customer communication
during the service lifecycle.
• Dealer Agency Model: Global OEMs aim to increase their
control of the entire customer journey as dealerships
transition to being brand experience hubs.
• Data-Driven Marketing: With more customer
interactions being digital during the customer lifecycle,
OEMs and dealers are increasingly looking for data-
driven approaches to marketing that enables
one-to-one, personalised, relevant communication
with vehicle owners.
• Fragmented Market: The market consists of many
vendors of “point-to-point” technology solutions
across the retail automotive ecosystem. OEMs and
dealers generally lack consistent customer
insights to drive dealer efficiency and customer
retention programs.
As an established, reputable and trusted global partner
to both OEMs and dealers, Infomedia is well positioned to
capitalise on these trends in the years to come.
We are already seeing encouraging early signs of success
with Infodrive’s growth in Americas and EMEA, and
SimplePart’s expansion into Asia Pacific and EMEA. We see
attractive potential for additional M&A opportunities that
can add new capabilities, strengthen our solutions and
expand our presence in key growth markets.
6 infomedia.com.au
Empowering the data-driven automotive ecosystem
“
Superservice is an innovative
tool needed in today’s dealerships
to help make sure our customers
are happy and the dealership
employees are motivated, which
contributes to the positive image
of the brand and dealer.
Christian Moller
Managing Director
Autohaus Moller
Empowering the data-driven automotive ecosystem
infomedia.com.au 7
A Message from the CEO
A new vision
My first 90 days as CEO were incredibly busy and fulfilling.
When meeting with customers, it was most valuable to discuss
their future strategic roadmaps and to identify areas where
Infomedia can support them with their goals.
With the return of local and international travel, I took the
opportunity to visit all of Infomedia’s offices in order to
personally meet our global team members. I am encouraged by
the team’s experience, talent and enthusiasm.
During our three-day internal summit, the global Infomedia
leadership team established a new strategic roadmap for the
Company and identified a range of growth opportunities and
“operational excellence” initiatives, many of which are already
being implemented.
We also developed a new vision and positioning for the Company,
being “Empowering the data-driven automotive ecosystem”,
significantly expanding our prior vision which focused solely
on parts and service software. The pivot ensures Infomedia is
ready to harness, enrich and leverage the abundance of new
connected data in the mobility era.
I believe that structural shifts in the automotive industry provide
growth opportunities for Infomedia to capture, beyond our
traditional parts and service segments. We intend to expand
our global Dealership Management System integrations and
enhance our SaaS and DaaS solutions to enable consistent,
measurable and profitable solutions across the full vehicle and
customer lifecycle.
Accelerate growth and embed operational excellence
Our focus on profitable growth includes a range of initiatives
targeting both our top-line and cost structure, including:
• Enhancing our solution portfolio with data-driven features
to power digital customer experience across the vehicle and
customer lifecycle
• Driving cross-selling and upselling opportunities based on our
long-term customer partnerships
• Accelerating global market development to new OEMs
and National Sales Companies, focusing primarily on the
US and EMEA
• Leveraging our existing Microcat and Superservice data
assets to accelerate DaaS opportunities with third party
industry participants
• Expanding our global footprint for Infodrive and
SimplePart with focused business development
• Further investing in acquisitions to strengthen and
enhance our solution ecosystem
At the cost level, our key operational excellence
initiatives include:
• Exploring global offshoring opportunities
• Implementing IT and cloud infrastructure efficiencies
• Increasing the automation of our data ingestion and
augmentation processes
• Improving our internal processes and systems for
enhanced operating efficiency
• Seeking improvements in our R&D and customisation costs
• Fostering an enhanced performance culture to drive
accountability, 360-degree feedback and learning
Thank you
I would like to express my appreciation to all of our
employees and our valued customers for your warm
welcome and continuing support. Infomedia has a great
team of people around the world who are passionate about
our success. I am looking forward to working together with
you all in the year ahead as we drive the business forward.
I also want to thank Infomedia’s Board for placing their
trust in me to drive the next chapter of growth for the
Company, and Jim Hassell for his leadership as Interim
CEO and the comprehensive handover and transition.
Jens Monsees
CEO and Managing Director
8 infomedia.com.au
Empowering the data-driven automotive ecosystem
“
I would highly recommend
Microcat over other EPCs for its
reliability, ease of use and efficiency.
It’s by far my favourite EPC
as it is just so intuitive.
Steve Bird
Centre Manager
Ford PartsPlus
Empowering the data-driven automotive ecosystem
infomedia.com.au 9
Board of Directors
BART VOGEL BCom (Hons), FCA, FAICD
Independent Non-Executive Chairman
Mr Vogel was appointed to the Infomedia Board of Directors
on 31 August 2015 and was appointed Chairman on 1 October
2016. He serves on the Remuneration, People & Culture
Committee and the Technology & Innovation Committee.
He has extensive commercial experience from a range of
sectors including telecommunications, information technology
and business services. His executive career included CEO roles
with Asurion Australia, Lucent Technologies (Australia and Asia
Pacific) and Computer Power Group. Mr Vogel has more than 20
years’ experience in the management consulting industry as a
partner with Deloitte, Kearney and Bain & Company.
Mr Vogel also serves as Chairman of InvoCare Limited (ASX:IVC)
and is a Non-Executive Director of Macquarie Telecom Group
Limited (ASX:MAQ), BAI Communications Group and the
Children’s Cancer Institute of Australia.
JENS MONSEES
Chief Executive Officer (CEO) & Managing Director
Mr Monsees commenced as CEO & Managing Director on the
Board of Infomedia on 23 May 2022.
Mr Monsees has over 20 years of experience in automotive and
technology sectors, having successfully led and participated
in global automotive sector transformation and digitisation
strategies as Chief Digital Officer with the BMW Group and
Automotive Industry Leader at Google.
Mr Monsees most recent role prior to Infomedia was CEO & MD
of WPP AUNZ, where he led a transformation that significantly
improved profitability.
KIM ANDERSON BA, PGDip LISc., MAICD
Independent Non-Executive Director
Ms Anderson was appointed to the Infomedia Board of
Directors on 15 June 2020. She currently serves as Chair of
the Remuneration, People & Culture Committee, and is also a
member of the Audit & Risk Committee.
Ms Anderson holds a Bachelor of Arts from the University
of Sydney and a Graduate Diploma in Library Information
Science from UTS.
Ms Anderson is currently a Non-Executive Director of
Carsales (ASX:CAR), InvoCare Limited (ASX:IVC), SiteMinder
Ltd (ASX:SDR) and the Sax Institute, a national leader in
promoting the use of research evidence in health policy.
She is a former Fellow of the University of Sydney Senate.
JIM HASSELL
Independent Non-Executive Director
Mr Hassell was appointed to the Infomedia Board of
Directors on 10 May 2021. He serves as Chair of the
Technology & Innovation Committee and is a member of
the Audit & Risk Committee.
Jim is highly experienced in the Information Technology
and Telecoms industries, having worked in these
sectors both domestically and internationally for over
30 years. Jim has held positions as Group CEO of BAI
Communications, VP and Managing Director of Sun
Microsystems as well as various senior executive positions
with NBN Co, Broadcast Australia and IBM.
Mr Hassell served as interim CEO and Managing Director of
Infomedia between 18 October 2021 and 22 May 2022.
ANNE O’DRISCOLL FCA, GAICD, ANZIIF (Fellow)
Independent Non-Executive Director
Ms O’Driscoll was appointed to the Infomedia Board of
Directors on 15 December 2014. She serves as Chair
of the Audit & Risk Committee and is a member of the
Remuneration & Nominations Committee.
Ms O’Driscoll has over 35 years of business experience,
having qualified as a Chartered Accountant in Ireland in
1984. She was CFO of Genworth Australia from 2009 to
2012 and spent over 13 years with Insurance Australia
Group in a range of roles following her chartered
accounting experience at PwC and Deloitte.
Ms Anderson has more than 30 years’ of experience as a CEO
and senior executive in a range of media companies including
Southern Star Entertainment, PBL and Ninemsn and Reading
Room Inc (bookstr.com) of which she was CEO and Founder.
Ms O’Driscoll also serves as Chair of FINEOS Corporation
Holdings plc (ASX:FCL), and as a Non-Executive Director
for Steadfast Group Limited (ASX: SDF), Commonwealth
Insurance Limited and MDA National Insurance Pty Limited.
10 infomedia.com.au
Empowering the data-driven automotive ecosystem
“With Superservice Triage,
we’ve seen a massive growth in
selling urgent repair work, with an
average of 86% increase in repair
approvals over the period.
Keith Arnold
Mercedes-Benz Divisional
Connect Team Manager
Jardine Motors
Empowering the data-driven automotive ecosystem
infomedia.com.au 11
Directors’ Report
Operating and financial review
13 Company overview
13 Principal activities
13 Financial and operating review
14 Business objectives, strategies
15 Outlook
15 Risks
Audited Remuneration Report and
Financial Statements
Remuneration Report – Audited
Auditor’s Independence Declaration
Financial Statements – Audited
Independent Auditor’s Report
17
36
37
80
Other statutory matters
Directors
Directorships of other listed companies
Meetings of directors
Company secretaries
Significant changes in the state of affairs
Dividends
Subsequent events
Indemnification of and insurance of officers
Environmental regulation
Corporate governance
Movements in equity incentives during the period
Movements in equity incentives and shares issued
after 30 June 2022
Equity incentives on issue
Auditor
Non-audit services
Auditors’ independence declaration
Rounding of amounts
10
32
33
33
34
34
34
34
34
34
34
34
35
35
35
35
35
Your directors present their report, together with the consolidated financial statements of Infomedia Ltd (the ‘Company’) and its
subsidiaries (together referred to as ‘Infomedia’ or the ‘Group’) for the financial year ended 30 June 2022 (FY22), along with the
independent auditor’s report.
The Directors’ Report including the Remuneration Report and the Annual Financial Report are structured to facilitate greater
understanding of Infomedia’s overall performance in FY22.
The flow of information in the Directors’ Report is outlined in the table above. The flow of the financial report with key notes to
facilitate a better understanding of significant matters is provided on page 37.
Information is only being included in the 2022 Annual Report to the extent it has been considered material and relevant to the understanding of the financial
performance and financial position of the Group.
A disclosure is considered material and relevant if, for example:
•
•
•
•
•
the dollar amount is significant in size (quantitative factor);
the dollar amount is significant by nature (qualitative factor);
the Group’s results cannot be understood without the specific disclosure (qualitative factor);
it is critical to allow a user to understand the impact of significant changes in the group’s business during the period such as business acquisitions (qualitative factor);
it relates to an aspect of the Group’s operations that is important to its future performance.
All references to dollars are in Australian dollars (AUD) unless stated otherwise.
12 infomedia.com.au
Empowering the data-driven automotive ecosystem
Directors’ Report
Company overview
Infomedia’s global leading ecosystem of Software as a Service (SaaS) and Data as a Service (DaaS) solutions empower
automakers, NSCs, dealer networks and third parties to manage the vehicle and customer lifecycle. Infomedia’s data-driven
solutions are used by over 250,000 industry professionals, across 50 automaker brands and in 186 countries to create a
convenient customer journey, drive dealer efficiencies and grow sales. Infomedia has led innovation in retail automotive
technology for more than 28 years and continues to expand its reach within the three regions in which it operates.
The Company is headquartered in Sydney (NSW, Australia) with regional offices in Melbourne (VIC, Australia), Cambridge
(ENG, United Kingdom), Cologne (Germany), Plymouth (MI, USA), and Atlanta (GA, USA) serving the Company’s automotive
manufacturing, dealership, and third-party partner customers globally.
Principal activities
During FY22, the principal activities of Infomedia Ltd consisted of:
•
•
the development and supply of SaaS offerings, including electronic parts catalogues, service quoting software systems
and e-commerce solutions for the parts and service sectors of the global automotive industry; and
the information management, provision of DaaS and analytics to assist automakers and dealers optimise operations,
grow sales, and improve customer retention.
Financial and operating overview
Infomedia reported revenue of $120.1 million for FY22, compared to $97.4 million pcp, representing strong growth of 23% in a
challenging environment, with solid contributions from all regions and products. Growth and momentum in Annual Recurring
Revenue (ARR) remains strong, with an exit ARR of $119.3 million at 30 June 2022.
Underlying Cash EBITDA was $24.8 million, up 29% from $19.3 million pcp. Underlying Cash EBITDA is a key internal metric
focused on the operating performance of the business independent of the effect of items such as the accounting impact of
expensing acquisition earnout payments and the capitalisation of development costs. FY22 Underlying Cash EBITDA grew
faster than revenue reflecting positive operating leverage.
On an organic basis (excluding the SimplePart acquisition that was included in the FY22 results for 12 months and the FY21
results for 1 month), total revenue in FY22 was $103.5 million, up 8% from $96.1 million pcp, and Underlying Cash EBITDA was
$21.3 million, up 13% from $18.9 million pcp. This demonstrates Infomedia’s positive operating leverage on an organic basis.
Reported net profit after tax (NPAT) was $8.2 million, down 48% pcp. NPAT was impacted by $14 million in non-cash
depreciation and amortisation and other non-operating items such as including the expensing of earnouts during the period
on the successful Nidasu and SimplePart acquisitions.
Free cash flow (cash generated from operating activities after capital expenditure and capitalised development costs)
increased by 79% in FY22 to $22.1 million in FY22.
During the year, Infodrive delivered solid growth capitalising on the increasing demand for data and insights solutions from our
customers. The SimplePart acquisition is on track and delivered a pleasing first full year contribution with new e-commerce
contracts signed across each of our three regions.
Infomedia’s strong balance sheet, with $69 million cash on hand and no debt, enables the Company to continue to pursue its
successful acquisition strategy in our identified key growth regions.
Empowering the data-driven automotive ecosystem
infomedia.com.au 13
Directors’ Report
FY22 Highlights
Revenue (a)
Underlying EBITDA1
Capitalised development costs
AASB 16 non-cash adjustments
Underlying Cash EBITDA1
NPAT
Earnings per share (cents)
Final dividend (cents)
Total annual dividend per share (cents)
FY22
$’000
120,139
50,023
(22,286)
(2,940)
FY21
$’000
97,446
46,202
(24,965)
(1,970)
24,797 19,267
8,233
15,969
2.19
4.26
3.00
2.30
4.45
5.60
Movement
23%
8%
(11%)
49%
29%
(48%)
(49%)
30%
26%
Notes:
1. Infomedia uses certain non-IFRS measures that are useful in understanding the company’s operating performance. These are consistent with the internal
measures disclosed in note 1 Operating Segments of the FY22 Financial Report and are directly reconciled to the statutory reported IFRS financial information in
note 1 of the FY22 Financial Report.
Revenue Details
By geographical location (local currency)
Worldwide revenue (AUD)
Asia Pacific (AUD)
EMEA (EUR)
Americas (USD)
Business objectives and strategies
FY22
$’000
120,139
37,470
25,022
31,755
FY21
$’000
97,446
32,740
23,231
20,472
Movement
23%
14%
8%
55%
Infomedia pursues its financial and strategic objectives to deliver sustainable, long-term performance for Infomedia’s
shareholders by leveraging its intuitive SaaS applications, rich and growing data assets, automotive domain knowledge and
long-term relationships with global OEMs, NSCs and their dealer network. The Company is governed by four core values aligned
to its objective of becoming the leading SaaS and DaaS solution provider to the global retail automotive industry.
Infomedia is pivoting to a new enhanced vison for the business, to capitalize on key industry trends that open a larger market
opportunity for solutions across the vehicle and customer lifecycle. Infomedia is well positioned to leverage its rich data assets
in solving complex customer experience problems in the Mobility era. Infomedia has identified the following key industry trends:
• ELECTRIC VEHICLES: EV model adoption is growing in key markets. Dealers will need to invest in technology to remain
relevant to customers who expect a seamless and convenient customer experience.
• CONNECTED CAR: As connected driving increases, data volumes from vehicles are growing exponentially, however OEMs
face challenges to analyze and leverage this information to improve customer communication during the service lifecycle.
• DEALER AGENCY MODEL: Global OEMs aim to increase control of the entire customer journey as dealerships transition to
being brand experience hubs. Infomedia is well positioned as a trusted partner to both OEMs and dealers.
• DATA-DRIVEN MARKETING: With more customer interactions being digital during the customer lifecycle, automakers and
dealers are looking for data-driven approach to marketing that enables 1:1 person-based, relevant communication with
vehicle owners.
• FRAGMENTED MARKET: The market consists of many vendors of ‘point to point’ technology solutions across the retail
automotive ecosystem – OEMs and dealerships lack the consistent customer insights to drive dealer efficiency and
customer retention programs.
Technology is transforming vehicle innovation, dealer efficiency, and customer expectations. OEMs, dealers, suppliers, and
industry stakeholders are evolving to pursue total brand experience by capturing the abundance of information available in an
increasingly connected world.
Infomedia is evolving its product strategy by focusing on development of a SaaS and DaaS solution ecosystem to add value
across the vehicle and customer lifecycle. This ecosystem approach also enables Infomedia to leverage the rich data-assets
to serve third party industry partners with DaaS solutions who require accurate and timely VIN-precise information. Infomedia
continues to accelerate data opportunities and drive cross and up-sell opportunities based on our long-term customer
partnerships globally.
14 infomedia.com.au
Empowering the data-driven automotive ecosystem
Directors’ Report
Outlook
Infomedia has strong ARR momentum and is actively pursuing new and exciting growth opportunities. With a global footprint
and portfolio of data rich solutions, Infomedia is well placed to deliver revenue in the range of $131 million to $139 million in
FY23. Infodrive and SimplePart solutions are expected to contribute with double digit growth in FY23.
An additional focus of the new leadership team will be on well-defined operational excellence initiatives which are expected to
improve Underlying Cash EBITDA in FY23 and beyond.
Risks
Infomedia is subject to risks that may have material adverse effect on operating and financial performance. The Group adopts
a risk management process, which is an integral part of the Group’s corporate governance structure, and applies risk mitigation
strategies where feasible. Despite best efforts, some risks remain outside Infomedia’s control, including (in no particular order
and non-exhaustively):
Description
Risk management strategies
Risk
Loss of key
licence
agreements
Loss of key
customers
• Continued access to Original
Equipment Manufacturer
(‘OEM’) parts information is
integral to several of the Group’s
product lines
• The relatively concentrated
automotive industry leads
to a degree of revenue
concentration
Competitive risk
• Risk from existing and
new market entrants
• Management of key account relationships
• Continued investment to sustain market leading products
• Customer centric design to identify and adapt solutions to meet evolving
customer requirements
• Global account management strategy
• Continuing focus on diversifying Infomedia’s customer base to reduce
concentration
• Participation in industry forums and other marketing opportunities to
ensure prominent industry positioning
• Adding value to the customer solutions in order to remain as a
technology of choice
• Focus on client satisfaction via continuous improvements in delivery of
high-speed, high uptime solutions with evolving feature sets and intrinsic
value propositions
• Leveraging accrued experience and capability in the sector with a global
reputation as a leading solutions provider in the parts and service space
• Regional leaders charged with maintaining key relationships with OEM
clientele and maintaining detailed account management plans
Product
obsolescence
or substitution
• Products do not keep pace with
• Close monitoring of market developments and direction and OEM strategies
developments in market needs or
technological advancements
• Competitors or OEMs may
develop superior products
• Continued investment in research and development to sustain market
leading position
• Continuous upgrading of product platforms to meet technological
advancements
Product outages
caused by
software or
hardware errors
• Customer dissatisfaction with the
Company’s software products
which fail to facilitate their critical
business operations
• Real time monitoring of the Company’s software products and online
hosting environments to identify and correct errors quickly
• Robust product design and quality assurance testing
• Customers cancel subscriptions or
switch to competitive solutions
Intellectual
property risk
• Protecting integrity of
Infomedia’s data assets
• Network and product security measures
• Monitoring to identify and limit unauthorised access
• Legal restraints
Cyber risk,
privacy & data
sovereignty
• Risk of targeted cyber-attack
against Company assets
• Unauthorised access to, or loss
of, customer data including
personallyidentifiable data
• Increasingly onerous regulatory
environments governing use and
cross border transfer of data (e.g.
European General Data Protection
Regulation)
• Information security management system certification aligned to ISO27001
• Dedicated internal resources to monitor and address cyber and
information risks as and when they arise
• Measures and tools to detect and prevent unauthorised access to Company
IT assets
• Redundancy measures allowing compromised environments to be
seamlessly severed and replaced
• Architecture of hosting environments to support regulatory
requirements relevant to customers
• Internal compliance program including training for all employees on
relevant data security and privacy laws
Empowering the data-driven automotive ecosystem
infomedia.com.au 15
Directors’ Report
Risk
Description
Risk management strategies
Environmental
Regulation /
Low Carbon
Economy
People risk
Disputes and
Litigation
Foreign
exchange risk
General
market risk
Adverse
changes to, or
interpretations
of, taxation
laws
• Increasing pace of regulatory inter-
vention and government incentives
to curb greenhouse emissions, and
specifically, banning the sale of
new internal combustion engines in
a number of economies.
• Automakers voluntarily ceasing
production of internal combustion
engines in the future.
• Increased consumer adoption of
electric vehicles.
• Reduced value proposition for
Infomedia’s traditional product
offerings owing to the reduced
mechanical complexity of electric
vehicles.
• Loss of key executives
• Loss of key customer relationships
• Loss of key technical skills
• High market demand for soft-
ware development and technical
personnel
• Ongoing focus on revenue opportunities from the long tail of
internal combustion engines which will remain operational and will
require servicing in the medium to long term.
• Accelerated focus on strategic data opportunities within the
automotive sector to capitalise on Connected Car technology and
to diversify the Company’s revenue base in the short to medium
term.
• Multiple touch points with key customers as part of relationship
management
• Appropriate incentives and career development opportunities for key
executives and senior management
• Identification and management of high potential employees
• Creation of a stimulating and rewarding work environment for employees
• Litigation and disputes arising in
• Engagement of appropriately skilled executives to identify and
the ordinary course of
business resulting in economic
and internal resource allocation
cost and damage to key
relationships with customers,
suppliers or other stakeholders
• A significant proportion of
Infomedia’s revenue is derived in
foreign currencies (primarily
Euros and USD). Adverse
exchange rate movements
may have an adverse impact
on Infomedia’s future reported
financial performance.
• Use of hedging instruments to
limit downside risk may also
limit upside risk where a
favourable exchange rate
movement occurs. This may
dampen economic performance
which might otherwise be
anticipated
• Market conditions may affect
the value of Infomedia’s quoted
securities, regardless of its
operating performance
mitigate legal and commercial risk
• Maintenance of an appropriate insurance program
• Managing net holdings of, and exposure to, currencies other
than the main operating currency (the Australian dollar).
This involves monitoring both revenues and expenses being trans-
acted in each currency.
• Use of instruments to hedge or limit extreme movement in ex-
change rates.
• No Company specific mitigations are available for a general
market downturn led by macro-economic circumstances.
• Future changes in taxation
• Utilising external advisory services to review tax risks and advise on
laws in jurisdictions in which
Infomedia operates, including
changes in interpretation or
application of the law by the
courts or taxation authorities,
may impact the future tax
liabilities of Infomedia
tax related issues.
• Improvements in internal capacity and capability to assess and
respond to taxation matters.
16 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited
The Directors present the Remuneration Report (this ‘Report’) of Infomedia Ltd (the ‘Company’) for the financial year ended 30
June 2022 (‘FY22’) structured as follows:
Section
Details
1
2
3
4
5
Key management personnel (KMP)
Remuneration governance
Executive KMP
Non-Executive Directors
Additional information
1. Key management personnel (KMP)
KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the Company.
The Report outlines the Company’s remuneration philosophy, framework and FY22 outcomes for all KMP, comprising
Non-Executive Directors and the Executive KMP being the Chief Executive Officer and Managing Director (‘CEO & MD’) and the
Chief Financial Officer (‘CFO’).
Table 1: KMP during FY22
Name
Current
Role
Bart Vogel
Non-Executive Director
Anne O’Driscoll
Non-Executive Director
Kim Anderson
Non-Executive Director
Appointed
Departed
Note
31 Aug 2015
15 Dec 2014
15 June 2020
Jim Hassell
Non-Executive Director / Interim Chief Executive Officer & Managing Director
10 May 2021
1
Jens Monsees
Chief Executive Officer & Managing Director
Gareth Turner
Chief Financial Officer
23 May 2022
16 Aug 2021
Former
Jonathan Rubinsztein Chief Executive Officer & Managing Director
Richard Leon
Chief Financial Officer
14 Mar 2016
29 Oct 2021
29 Mar 2016 24 Aug 2021
Notes to Table 1
(1) Jim Hassell was appointed to the Board on 10 May 2021. On 18 October 2021 he was appointed to the executive role of CEO & MD on an interim basis following
Jonathan Rubinsztein’s resignation. During the interim appointment, Mr Hassell stepped down from the Audit & Risk and Nominations Committees. He also stepped
down as Chairman of the Technology and Innovation Committee but retained membership of the Committee as permitted by the charter. On 22 May 2022 Mr Hassell
ceased his interim executive role prior to the permanent appointment of Jens Monsees as CEO and MD. Mr Hassell was reappointed to the Audit & Risk Committee on
23 May 2022.
Empowering the data-driven automotive ecosystem
infomedia.com.au 17
Directors’ Report
Remuneration Report – Audited (Continued)
2. Remuneration governance
The Report has been prepared in accordance with the requirements of the Corporations Act 2001 and Accounting Standard
AASB 124 Related Party Disclosures. The term ‘remuneration’ as used in this Report has the same meaning as ‘compensation’
as defined in AASB 124.
Report preparation
Committee members
Committee responsibilities
The Remuneration, People & Culture Committee (the ‘RPC Committee’) of the Board presents this Report on
behalf of the Company.
The RPC Committee comprised the following three Non-Executive Directors during the period: Kim Anderson
(Committee Chair), Anne O’Driscoll and Bart Vogel.
The RPC Committee is responsible for reviewing and determining remuneration arrangements for the
Non-Executive Directors and the Executive KMP. The Committee is also charged with responsibility to assist
and advise the Board to fulfil its duties on matters relating to:
• the composition and quantum of remuneration, bonuses, incentives and remuneration issues relating to
Executive KMP and other senior management personnel;
• policies relating to remuneration, incentives and superannuation for all employees;
• remuneration of Non-Executive Directors; and
• other matters as required.
The Committee operates in accordance with its charter, a copy of which is available on the Company’s website
at: https://www.infomedia.com.au/investors/corporate-governance/remuneration-committee-charter/
a. External remuneration advisory services
The RPC Committee, subject to Board approval, directly engages with and considers market remuneration data from external
remuneration consultants as required.
The Committee engaged with EY during FY21 to review and refine the Company’s long-term incentive structure for Executive
KMP and senior management personnel. The Committee implemented these refinements in conjunction with the issue of
long-term incentives in FY22. No remuneration recommendations as defined by the Corporations Act 2001 were provided by EY.
b. Prior year Remuneration Report – AGM outcome
The Company’s FY21 Remuneration Report was approved at the 2021 Annual General Meeting (‘AGM’) with 78.83% of votes cast
in favour of the resolution. No comments were made on the Remuneration Report at the meeting.
18 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
3. Executive KMP
a. Remuneration philosophy and structure
The Company’s remuneration framework aligns executive reward with the achievement of strategic objectives and shareholder
returns. The performance of the Company relies upon the quality of its Directors and executives to lead the organisation.
The Company must attract, motivate and retain skilled Directors and executives to deliver on key strategic goals.
Compensation must be competitive, appropriate for the results delivered, and aligned with shareholder outcomes.
The Company’s core values, key strategies and purpose are key considerations when designing and implementing the
executive remuneration framework.
During the reporting period the Company applied the following philosophy when setting its remuneration framework.
Table 2: Executive KMP remuneration structure
Remuneration Type
Note 1
Remuneration Description, Philosophy, Strategy and Performance Measures
Fixed Remuneration
40%
Fixed remuneration comprises base salary and superannuation paid in cash at regular intervals.
Fixed remuneration is set at market levels to attract and retain executive KMP with the necessary skills,
experience, and talent to pursue the organisation’s strategic goals.
STIs reward financial year performance and achievement of goals linked to the short and medium-term
strategic objectives of the Company.
The Board sets appropriate short-term goals and objectives for the Executive KMP at the commencement
of each financial year.
25%
The goals and objectives are both financial and non-financial in nature and are aligned to the
organisational strategy and creation of shareholder value.
STIs are calculated based on financial year outcomes and paid in cash in the following financial year.
LTIs reward executive KMP performance over an extended period of time.
The objective of LTIs is to link executive remuneration with the delivery of sustained revenue and
earnings per share returns for shareholders over a three-year period.
LTIs are granted in the form of Performance Rights (PRs) and Share Appreciation Rights (SARs) which are
convertible to shares, subject to achievement of performance goals.
35%
The intrinsic value of SARs and PRs changes dependent on the Company’s share price thereby aligning
executive and shareholder interests.
LTIs are granted subject to three-year performance periods and vest subject to performance measured
by compound annual growth rates on prior year earnings per share.
At-risk Remuneration:
Short Term Incentives
(STIs)
At-risk Remuneration:
Long Term Incentives
(LTIs)
Notes to Table 2
(1) The remuneration mix is indicative of the overall philosophy and varies slightly between remuneration elements for the Executive KMP. The remuneration mix applies
in respect of maximum potential remuneration or the ‘total remuneration package’.
See Table 3: Executive KMP employment terms below.
Empowering the data-driven automotive ecosystem
infomedia.com.au 19
Directors’ Report
Remuneration Report – Audited (Continued)
b. Employment terms
Table 3: Executive KMP employment terms
Terms
Commencement Date
Termination Date
One-off sign-on bonus
Fixed remuneration
Base salary
Superannuation contribution
Total Fixed remuneration
At-risk potential remuneration
Short Term Incentive (STI) Opportunity
Long Term Incentive (LTI) Opportunity
1
2
3
4
5
Current CEO & MD
Current CFO
Former CEO & MD
Former CFO
Note
Jens Monsees
Gareth Turner
Jonathan Rubinsztein
Richard Leon
23-May-22
16-Aug-21
14-Mar-16
29-Oct-21
29-Mar-16
24-Aug-21
$
%
$
%
$
%
$
%
450,000
576,432
23,568
350,000
25,000
530,000
25,000
308,700
23,568
600,000
31%
375,000
43%
555,000
37%
332,268
39%
Total at-risk potential remuneration
1,308,000
69%
500,000
648,000
660,000
34%
35%
200,000
23%
300,000
395,000
570,000
965,000
26%
37%
63%
205,800
300,000
505,800
25%
36%
61%
34%
57%
Total Remuneration (excluding sign-on bonus)
1,908,000 100%
875,000 100%
1,520,000
100%
838,068 100%
Other Benefits (up to a maximum of)
Personal health & life insurance
Telephone
Professional memberships and development
20,000
Reasonable
5,000
Termination by Executive
(number of months written notice)
Under normal circumstances
Under diminished status/duties
Termination by Company (for cause)
Termination by Company (other)
(number of months written notice)
6
7
8
Redundancy entitlements (number of months)
9
Post-employment restraints (number of
months non-compete & non-solicitation)
6
3
3
N/A
6
1
3
N/A
Immediate
Immediate
Immediate
Immediate
6
12
12
3
12
12
6
12
12
3
12
12
Consent for external directorships from
Board
CEO
Board
CEO
Notes to Table 3
(1) Executive contracts are ongoing with no specified end dates.
(2) The CEO & MD was provided with a sign-on bonus to attract and retain a candidate of his calibre. The bonus is structured in the form of Equity Bonus Plan Rights
divided into 3 tranches of equal value vesting on the first 3 anniversaries of the commencement date and expiring on 31 December 2025. The bonus structure
achieves the purpose of attraction whilst the deferred equity component ensures greater alignment with shareholder interests. See Table 9: Executive KMP
Retention Incentives below.
20 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
(3) Superannuation contributions are paid in line with legislative requirements and contractual arrangements.
(4) These amounts represent the maximum potential STIs which could range from zero to the amounts shown above for each KMP.
The former CEO and MD and CFO did not qualify for STIs in FY22 due to their resignations.
(5) These amounts represent the maximum potential LTIs which could range from zero to the amounts shown above for each KMP.
LTIs are conferred in the form of Share Appreciation Rights (SARs) and/or Performance Rights (PRs).
(6) The number of months written notice required to be provided if the Company materially diminishes the executive’s duties without consent or directs the executive not
to perform work for a period greater than six months. In this circumstance the executive is entitled to redundancy entitlements as outlined below.
(7) The Company may immediately terminate the service agreement without notice, or any payment in lieu of notice in certain circumstances including material breach,
conduct having a material adverse effect on the Company’s reputation, or if the executive commits an act justifying termination at common law, becomes bankrupt
or is absent from work for more than three months in any 12-month period without approval. Entitlements will be paid until the date of termination only.
(8) The number of months written notice or payment in lieu of notice (or a combination of notice and payment in lieu of notice).
(9) The number of months redundancy entitlement of fixed annual remuneration inclusive of any statutory redundancy payments.
Termination payments are capped at the maximum amount permitted under the Corporations Act.
The former CEO & MD was entitled to accrued STI and LTI had he remained employed to the end of the relevant notice period.
Term
Name
Conditions
Jim Hassell
Commencement date
18 October 2021
Contract duration
Month-to-month casual engagement with no fixed term until appointment of a permanent CEO and MD.
Remuneration package
$71,250 per month inclusive of superannuation, in addition to ordinary non-executive director fees.
No STIs or LTIs are awarded given the interim nature of the role.
Independence and ongoing
role as Director
During this interim appointment, Mr Hassell was deemed to be a non-independent director in line with the
applicable governance standards. Accordingly, during the interim appointment, Mr Hassell stepped down from
the Audit and Risk Committee and Nominations Committee. He also stepped down as Chairman of the Technology
and Innovation Committee but remained a member of that Committee as permitted by the charter.
Despite being technically exempt from election as acting MD, Mr Hassell continued to stand for election at the
Company’s 2021 AGM. As a further commitment to corporate governance and shareholder rights, the Board
intends that Mr Hassell will resubmit himself for election at the 2022 AGM.
Despite Mr Hassell’s technical classification as a non-independent director during the interim appointment, the
Board continue to regard Mr Hassell as an independent non-executive director after completion of the interim
CEO role. Further information about Mr Hassell’s status as an independent non-executive director is set out in
the Company’s 2022 Governance Report which is available at:
https://www.infomedia.com.au/investors/corporate-governance/
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Directors’ Report
Remuneration Report – Audited (Continued)
c. Company 5-year performance
Table 5: Key financial performance indicators
Revenue ($’000)
NPAT ($’000)
Underlying Cash EBITDA ($’000)
Earnings per share (cents)
Dividends per share (cents)
Share price as at 30 June ($)
Notes to Table 5
(1) Net Profit After Tax (NPAT)
Note
1
2
3
2022
120,139
8,233
24,797
2.19
5.60
1.67
2021
97,446
15,969
19,267
4.26
4.45
1.54
2020
94,618
18,556
22,425
5.69
4.30
1.72
2019
84,598
16,122
20,230
5.19
3.90
1.70
2018
72,935
12,897
9,777
4.16
3.10
0.96
(2) Underlying Cash Earnings before Interest, Taxation, Depreciation and Amortisation (Underlying Cash EBITDA)
The Company has adopted Underlying Cash EBITDA in FY22 as a key performance measure and the STI gateway for Executive KMP as it is representative of the
underlying business performance.
Underlying Cash EBITDA recognises the cash impact of capitalised development costs as well as the uniqueness of non-trading items.
Underlying Cash EBITDA is reconciled to the company’s statutory reported IFRS NPAT below.
(3) Total financial year dividend inclusive of a final dividend declared in the August following the June year-end.
Table 6: Reconciliation of Underlying Cash EBITDA to NPAT
Underlying Cash EBITDA
AASB16 non-cash adjustments
Capitalised development costs
Underlying EBITDA
Depreciation of property, plant and equipment
2022
$’000
24,797
2,940
22,286
50,023
(965)
2021
$’000
19,267
1,970
24,965
46,202
(616)
2020
$’000
22,425
2,069
21,910
46,404
(580)
Amortisation of capitalised development costs
(22,164)
(18,123)
(15,924)
Amortisation of acquired and other intangibles
Depreciation of right-of-use assets
Underlying EBIT
Net finance expenses
Underlying PBT
Operating income tax expense
Underlying NPAT
M&A and acquisition expenses
Unrealised foreign currency translation gains/(losses)
Earnout - Nidasu & SimplePart
Loss on closure of subsidiary
Share-based payment (expenses)/income
Non-operating other income
Non-recurring amortisation and impairment
Non-operating income tax expense
Reported NPAT
(5,725)
(2,804)
18,365
(133)
18,232
(1,461)
16,771
(910)
674
(9,016)
11
(1,229)
-
(87)
2,019
8,233
(2,193)
(2,014)
23,256
306
23,562
(4,414)
19,148
(698)
282
(2,745)
-
1,072
3,208
(4,245)
(53)
15,969
(2,443)
(1,911)
25,546
(733)
24,813
(6,380)
18,433
(129)
818
-
-
(1,044)
521
-
(43)
18,556
2019
$’000
20,230
-
18,969
39,199
(524)
(14,798)
(1,460)
-
22,417
(1,098)
21,319
(4,995)
16,324
(67)
(38)
-
-
(1,058)
4,268
(3,367)
60
16,122
2018
$’000
9,777
-
18,464
28,241
(562)
(11,332)
(931)
-
15,416
(564)
14,852
(2,623)
12,229
(5)
112
-
-
(13)
717
-
(143)
12,897
22 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
d. Short term incentives (STIs)
Table 7: Executive KMP STIs and performance measures
Performance metrics
Note
FY22
FY21
KPIs
Weighting
Sliding scale
payment
between
CEO & MD
Jens
Monsees
CFO
Gareth
Turner
Weighting
Sliding scale
payment
between
CEO & MD
Jonathan
Rubinsztein
CFO
Richard
Leon
1
2
3
Financial
Cash EBITDA
Revenue growth
Underlying Cash EBITDA
Operating leverage
SaaS metric readiness
Non-financial
Strategic growth projects
4
Organisational culture goals
Total
STIs
Maximum Potential STI ($)
Actual STI Awarded ($)
Achievement Ratio (%)
STI forfeited Ratio (%)
5
6
Notes to Table 7
90%
-
35%
35%
10%
10%
10%
-
10%
100%
-
80%-120%
80%-120%
80%-120%
80%-120%
-
80%-120%
N/A
-
-
-
-
-
N/A
-
-
N/A
70%
30%
40%
-
-
-
30%
30%
-
100%
-
89%
80%
98%
100%
-
90%
89%
75%-125%
80%-120%
-
-
-
60%-120%
-
97%
83%
-
-
-
60%
-
80%
97%
83%
-
-
-
40%
-
74%
648,000
174,795
N/A
154,730
-
-
89%
11%
395,000
205,800
316,944
152,784
80%
20%
74%
26%
(1) Stretch targets apply to financial objectives only. Despite the stretch targets, the total maximum potential STI achievement is capped at 100% of the CEO & MD
and the CFOs’ STI opportunities.
(2) Revenue growth targets were achieved at 98% (FY21: 95%).
(3) Underlying cash EBITDA targets were achieved at 90% (FY21 Cash EBITDA: 99%).
(4) The outcome shown in the table represents the blended score achieved across several non-financial goals. Payment is made based on achievements
against individual goals. The figure recorded in the table represents a blended average across all assigned goals and is not indicative of a payout below
targeted performance.
(5) The current CFO’s maximum potential STI of $200,000 has been prorated for his commencement date of 16 August 2021 being later than the start of the
financial year.
(6) The current CEO & MD did not qualify for STIs in FY22 due to his commencement date of 23 May 2022. The former Executive KMP did not qualify for STIs in FY22
due to their resignations.
(7) The scope of disclosure made regarding Executive KMP performance targets is limited as the Board has formed the view that disclosure of further detail would
result in unreasonable prejudice to the entity by signalling key strategies to competitors, suppliers and/or customers, thereby strengthening those parties’
position relative to the Company.
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Directors’ Report
Remuneration Report – Audited (Continued)
e. Long term incentives (LTIs)
Key purpose
Participants
Program design
The purpose of the LTI program is to link Executive KMP performance with long term shareholder wealth creation
whilst aligning it with the company strategy.
Executive KMP participate in the LTI scheme described in the Report. Other senior management personnel are also
eligible to participate in the LTI scheme.
The Executive KMP LTI program was devised in consultation with external remuneration consultants in 2019 to
replace the Company’s former LTI framework. The Company continually reassesses the relevance and
effectiveness of its remuneration programs and the Company implemented several refinements in FY22 to
enhance the link between remuneration and achievement of the Company’s strategic long-term objectives
and delivery of shareholder returns. These amendments are reflected in the LTI terms below.
Performance hurdles
The Company uses a combination of Revenue and Earnings Per Share (‘EPS’) targets to directly link incentive
outcomes with shareholder value creation. The dual goals encourage management to grow top line revenue whilst
maintaining adequate cost controls to deliver strong net profit after tax results. The compounding nature of these
metrics year on year provides a rigorous metric and a sound growth proposition for shareholders.
Governance mechanisms Share Trading Policy:
The Company maintains a formal Share Trading Policy. The policy prohibits trading based on insider information
and limits the ability of Restricted Persons to trade in the Company’s shares to several short trading windows
following the release of half year and full year financial results and following the Annual General Meeting.
The policy also prohibits short term or speculative trading.
Prohibition against hedging:
Additionally, the Company’s Performance Rights & Option Plan Rules prohibit Plan participants from entering into
hedging arrangements to limit the risk of their variable LTI component.
Minimum shareholding
requirement
Senior management are encouraged to hold shares in the Company, however there is no requirement on Executive
KMP to hold a minimum quantity of the Company’s shares at any time.
For further detail see Table 12: KMP shareholding interest movements in accordance with section 205G of the
Corporations Act 2001.
24 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
FY22 Long Term Incentives
General terms
of issue
LTIs are issued subject to the terms of the Company’s ongoing Equity Plan Rules (as amended from time to time).
LTIs are granted to Executive KMP as 50% Performance Rights (PRs) and 50% Share Appreciation Rights (SARs).
LTIs are granted to Executive KMP for nil consideration and no strike price is payable upon exercise.
LTI vesting is subject to the performance measures described below and continued employment of the Executive KMP
until the vesting date subject to the Company’s ‘good leaver’ provisions in the Equity Plan Rules.
Unvested LTIs will lapse and be forfeited if the performance measures are not met.
The Plan provides for Board discretion to adjust the performance measures for non-trading items as well as other
items affecting underlying earnings.
Executive KMP may exercise vested LTIs up to 4 years after the date of grant. After that time, unexercised LTIs will
lapse and be forfeited.
The Board retains a broad discretion as to how vested and exercised LTI entitlements may be settled, including by the
payment of cash instead of issuing shares.
Shares realised from the LTI scheme are not subject to specific post exercise disposal restrictions other than those set
out in the Company’s Securities Trading Policy.
The LTI scheme is subject to appropriate malus provisions entitling the Board, at its discretion, to pursue remedies
where the participant has engaged in (among other things) fraud, dishonesty or gross misconduct. Remedies include
the ability to suspend, reduce or extinguish outstanding entitlements in appropriate circumstances.
No dividends or voting rights are attached to the LTIs.
LTIs are subject to tax which is outside the scope of PAYE deductions made by the Company.
Reference Price means the 20-day Volume Weighted Average Price (VWAP) calculation on the Company’s share price
up to and including 30 June 2021. See Table 8: Executive KMP LTIs and performance measures below.
Performance rights (‘PRs’)
Share appreciation rights (‘SARs’)
Calculation
methodology
The number of PRs allocated will be calculated by
dividing 50% of the total ‘LTI Award Opportunity’ by the
Reference Price.
Rights on vesting
and exercise
Each vested PR entitles the Executive KMP upon exercise
to receive one fully paid ordinary Company share.
The number of SARs to be allocated will be determined
using a Cox-Ross Rubinstein lattice valuation model,
applying the estimated value of the SARs at 30 June 2021,
as determined by an independent qualified valuer.
The number of SARs allocated will be calculated by
dividing 50% of the total ‘LTI Award Opportunity’ by their
estimated fair value.
Each vested SAR entitles the Executive KMP to receive
the benefit of share price growth over the period between
grant and exercise. Upon exercise Executive KMP receive
such number of shares as determined by the following
calculation:
( (SAR End Price - Reference Price)
x Number of SARs)
SAR End Price
= Number of Shares Vested + Outperformance Award
Where:
• SAR End Price means the 5-day Volume Weighted
Average Price of the Company’s shares up to the day of
exercise; and
• Outperformance Award: See Table 8: Executive KMP LTIs
and performance measures below.
Exercise period
Subject to the Plan Rules and the Company’s policies,
Vested PR’s may be exercised at any time after vesting,
up to expiry of the PRs which occurs automatically 4
years after the date of grant. After that time, unexercised
Rights and SARs will lapse and be forfeited.
Subject to the Plan Rules and the Company’s Securities
Trading Policy; Vested SARs may only be exercised during
the defined periods.
Un-exercised SARs cannot be exercised after the last exercise
period and will subsequently lapse on the Expiry Date.
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infomedia.com.au 25
Directors’ Report
Remuneration Report – Audited (Continued)
Table 8: Executive KMP STIs and performance measures
Long Term Incentives (LTIs)
Note
FY22
FY21
Performance period
Testing event
Performance measures
1 July 2021 to 30 June 2024
1 July 2020 to 30 June 2023
FY24 audited accounts release
FY23 audited accounts release
CAGR on PY Adjusted EPS of
1
4.90 cents per share
5.63 cents per share
% LTI vesting
Below 10% CAGR
At 10% CAGR
Between 10% & 15% CAGR
straight line pro-rata between
At or above 15% CAGR
At or above 20% CAGR
Allocation year
Grant date
Vesting date
Estimated fair value / SAR ($)
Fair value / SAR ($)
Fair value / PR ($)
Reference Price ($)
Share Appreciation Rights (SARs) (#)
Held at 1 July (PY Total SARs)
Granted during the year
Vested and exercised during the year
Lapsed during the year
Held at 30 June
Max value recognised from grant date ($)
Performance Rights (PRs) (#)
Held at 1 July (PY Total PRs)
Granted during the year on
Vested and exercised during the year
Lapsed during the year
Held at 30 June
Max value recognised from grant date ($)
Notes to Table 8
2
3
3
4
5
6
4
5
6
0%
25%
25% & 100%
100%
100% + Outperformance Award
2021
21-Dec-21
30-Jun-24
0.375
0.320
1.325
1.465
0%
50%
50% & 100%
100%
100%
2020
29-Mar-21
30-Jun-23
0.520
0.400
N/A
1.676
Jens
Monsees
Gareth
Turner
Jonathan
Rubinsztein
Richard
Leon
Total
Jonathan
Rubinsztein
Richard
Leon
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
1,922,239
1,011,705
2,933,944
826,086
434,782 1,260,868
400,000
-
-
-
-
-
400,000
1,096,153
576,923
1,673,076
-
-
-
-
-
-
-
- (1,922,239)
(1,011,705)
(2,933,944)
400,000
128,000
-
102,389
-
-
102,389
135,665
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
400,000 1,922,239
1,011,705 2,933,944
128,000
438,461
230,769
669,230
-
102,389
-
-
102,389
135,665
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(1) Compound Annual Growth Rate (CAGR) on Prior Year (PY) adjusted Earnings Per Share (EPS).
(2) Outperformance Award: Additional shares granted at vesting equivalent to 50% of the shares awarded on exercise of SARs.
(3) The Fair Value of the LTIs granted during the period is determined as at the grant date in accordance with the applicable accounting standard
(AASB 2 Share Based Payments).
The Fair Value above differs from the ‘Estimated Fair Value’ used by the Company to determine the award allocation numbers prior to the grant date due to the time
difference between the award calculation and grant date.
(4) SARS and PRs granted and issued as unquoted equity securities.
(5) No LTIs vested during FY21 or FY22.
(6) On cessation of employment.
26 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
f. Retention incentives - Equity Bonus Plan Rights (EBPRs)
FY22 Retention Incentives
General terms
of issue
A new “Equity Bonus Plan” unquoted security class was registered with the Australian Stock Exchange
(ASX code: IFMAL) during the year.
EBPRs are issued subject to the terms of the Company’s ongoing Equity Bonus Plan Scheme Rules 2020 Edition.
The number of entitlements is determined by dividing the Quantum of Award by a Volume Weighted Average Price (VWAP)
calculation on the Company’s share price as specified in each offer.
EBPRs are granted to Executive KMP for nil consideration and no strike price is payable upon exercise.
EBPRs vest at specified dates for each issue of EBPRs.
Vested EBPRs may be exercised subject to the recipients’ continuing employment at the time of exercise.
No other exercise conditions apply to the EBPRs.
EBPRs expire at specified dates. Unexercised EBPRs will lapse and be forfeited after the specified expiry dates.
Exercised EBPRs entitle the recipient to 1 fully paid ordinary share in the Company per EPBR.
The Board retains a discretion to cash settle any vested EBPRs instead of issuing shares.
Shares realised from EBPRs are not subject to any disposal restrictions but are governed by the Company’s Securities
Trading Policy and the law.
Table 9: Executive KMP Retention Incentives
Retention Incentives
Note
FY22
FY21
Vesting
Date
Fair Value
per EBPR ($)
Jens
Monsees
Gareth
Turner
Total
Jonathan
Rubinsztein
Richard
Leon
Total
Equity Bonus Plan Rights (EBPRs) (#)
1
Held at 1 July (PY Total EBPRs)
Granted on 14-Oct-21
1-Jul-22
1-Jul-23
Granted on 23-May-22
2
23-May-23
23-May-24
23-May-25
Vested and exercised during the year
Lapsed during the year
Held at 30 June
Max value recognised from grant date ($)
Notes to Table 9
(1) Granted and issued as unquoted equity securities.
1.62
1.56
1.31
1.27
1.24
-
-
-
-
-
34,130
34,130
34,130
34,130
104,822
104,822
104,822
-
-
-
-
-
-
-
104,822
104,822
104,822
-
-
314,466
68,260
382,726
400,163
108,555
508,718
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(2) These EBPRs represent the new CEO and MD’s one-time sign-on bonus. The date of service commencement is deemed to be the ‘grant date’ under the relevant
accounting standard (AASB 2: Share-based Payments). These EBPRs will be formally granted and issued subject to Shareholder approval at the Company’s 2022
Annual General Meeting, or otherwise in accordance with the ASX Listing Rules.
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infomedia.com.au 27
Directors’ Report
Remuneration Report – Audited (Continued)
g. Remuneration outcomes – statutory basis
This basis is calculated and presented in accordance with statutory and accounting standard requirements.
Table 10: Total Executive KMP remuneration – Statutory basis
Note
Jens
Monsees
CEO & MD
Gareth
Turner
CFO
FY22 ($)
Jim
Hassell
Interim
CEO & MD
FY21 ($)
Jonathan
Rubinsztein
Former
CEO & MD
Richard
Leon
Former
CFO
Jonathan
Rubinsztein
CEO & MD
Richard
Leon
CFO
Short term employment benefits
Cash salary
Annual leave accruals
Cash salary and leave accruals
Short term incentives
Non-monetary benefits
Post-employment benefits
Superannuation
Termination payments
Long term employment benefits
Long service leave accruals
Total cash remuneration
Share-based payments (SBPs)
Share appreciation rights (SARs)
Performance rights (PRs)
1
2
3
4
5
6
7
8
9
Equity bonus plan rights (EBPRs)
10
Total SBP remuneration
Total remuneration
Comprising:
Fixed Remuneration $
At-risk Remuneration $
Fixed Remuneration %
At-risk Remuneration %
Notes to Table 10
63,555
307,821
497,839
176,667
51,450
510,000
308,700
5,441
3,833
-
-
-
1,962
2,375
68,996
311,654
497,839
176,667
51,450
511,962
311,075
-
-
154,730
-
-
-
-
-
-
-
316,944
152,784
-
-
5,892
22,708
14,762
9,167
5,145
25,000
21,694
-
-
-
-
-
-
56,623
29,784
-
-
-
-
14,522
8,732
74,888
489,092
512,601
242,457
86,379
868,428
494,285
-
-
-
-
42,667
45,222
77,346
165,235
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
74,888
654,327
512,601
242,457
86,379
868,428
494,285
74,888
334,362
512,601
242,457
86,379
551,484
341,501
-
319,965
-
-
-
316,944
152,784
100%
-
51%
49%
100%
100%
100%
-
-
-
64%
36%
69%
31%
(1) Cash salary includes amounts paid in cash plus any salary sacrifice items.
(2) Annual leave accruals are determined in accordance with Accounting Standard, AASB 119 Employee Benefits.
(3) The FY22 short term incentive has been approved by the Board and will be paid in September 2022.
(4) Superannuation contributions are paid in line with legislative requirements and contractual arrangements.
(5) Termination payments comprise annual leave paid out on cessation of employment.
(6) Long service leave accruals are determined in accordance with Accounting Standard, AASB 119 Employee Benefits.
(7) SBPs represents the accrued value of LTIs in accordance with Accounting Standard, AASB 2 Share-based Payments.
(8) SARs were granted to Executive KMP as reflected in Table 8: Executive KMP LTIs and performance measures above.
SARs to the value of $9,167 have been accrued for Jens Monsees based on his service commencement date in accordance with AASB 2 Share-based Payments
despite no SARs being formally granted or issued at the time of reporting.
SARs granted to Executive KMP in FY21 were valued at nil in the FY21 accounts based on the probability of vesting in future periods.
(9) PRs were granted to Executive KMP as reflected in Table 8: Executive KMP LTIs and performance measures above.
PRs to the value of $9,167 have been accrued for Jens Monsees based on his service commencement date in accordance with AASB 2 Share-based Payments
despite no PRs being formally granted or issued at the time of reporting.
(10) EBPRs were granted to Executive KMP as reflected in Table 9: Executive KMP Retention Incentives above.
EBPRs to the value of $20,304 have been accrued for Jens Monsees in accordance with AASB 2 Share-based Payments representing a partial accounting for
his one-time sign-on bonus in FY22. The remainder of the sign-on bonus is expected to accrue over the 3-year vesting period in line with the terms of the service
agreement. The EBPRs have not been approved or issued at the time of reporting.
28 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
h. Remuneration outcomes – actual received basis
This basis replaces the value of accrued share-based payment entitlements with the value of share-based payments actually
received and does not include leave accruals during the year. Whilst this view is referred to as “actual received”, all amounts
are stated before applicable income tax.
Table 11: Total Executive KMP remuneration - Actual pre-tax remuneration received
Note
FY22 ($)
FY21 ($)
Jens
Monsees
CEO & MD
Gareth
Turner
CFO
Jim Hassell
Interim
CEO & MD
Jonathan
Rubinsztein
Former
CEO & MD
Richard
Leon
Former
CFO
Jonathan
Rubinsztein
CEO & MD
Richard
Leon
CFO
Short term employment benefits
Cash salary
Annual leave accruals
63,555
307,821
497,839
176,667
51,450
510,000
308,700
-
-
-
-
-
-
-
Cash salary and leave accruals
63,555
307,821
497,839
176,667
51,450
510,000
308,700
Short term incentives
Non-monetary benefits
Post-employment benefits
Superannuation
Termination payments
Long term employment benefits
Long service leave accruals
Total cash remuneration
Share-based payments (SBPs)
Share appreciation rights (SARs)
Performance rights (PRs)
Equity bonus plan rights (EBPRs)
1
2
3
4
Total SBP remuneration
Total remuneration
Comprising:
Fixed Remuneration $
At-risk Remuneration $
Fixed Remuneration %
At-risk Remuneration %
Notes to Table 11
-
-
-
-
-
-
316,944
152,784
335,750
163,611
-
-
-
-
5,892
22,708
14,762
9,167
5,145
25,000
21,694
-
-
-
-
-
56,623
29,784
-
-
-
-
-
-
-
69,447
330,529
512,601
559,401
239,163
870,750
494,005
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
69,447
330,529
512,601
559,401
239,163
870,750
494,005
69,447
330,529
512,601
242,457
86,379
535,000
330,394
-
100%
-
-
-
316,944
152,784
335,750
163,611
100%
100%
-
-
43%
57%
36%
64%
61%
39%
67%
33%
(1) Short term incentives paid relate to the prior financial year result.
(2) Termination payments comprise accrued annual leave at departure dates.
(3) Amounts are subject to the payment of income and other relevant taxes.
(4) No vesting opportunities arose for Executive KMP in FY21 or FY22
See Table 8: Executive KMP LTIs and performance measures above.
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infomedia.com.au 29
Directors’ Report
Remuneration Report – Audited (Continued)
4. Non-Executive Directors
a. Board and committee structure
As at the date of this Report, the Company’s Board and Committees are structured as follows.
Directors
Board
Audit and Risk
Committee
Remuneration,
People and Culture
Committee
Technology and
innovation
Committee
Nominations
Committee
Non-Executive
Bart Vogel
Kim Anderson
Jim Hassell
Anne O’Driscoll
Executive
Jens Monsees
Chair
3
3
3
3
3
3
Chair
3
Chair
3
3
Chair
3
Chair
3
3
3
b. Remuneration structure and governance principles
Remuneration
structure
Non-Executive Directors are remunerated in the form of Board fees, Committee chair fees and superannuation paid in
line with legislative requirements.
Fees are fixed in accordance with formal agreements held between the Non-Executive Directors and the Company
(subject to periodic increases) and are paid from an aggregate fee pool limit of $850,000, as last approved by
shareholders in 2019.
Directors may also be reimbursed for travel and other expenses incurred in attending to the affairs of the Company.
Minimum
shareholding
requirement
The Company does not impose any requirement on Non-Executive Directors to hold a minimum quantity of its shares.
For further detail see Table 12: KMP shareholding interest movements in accordance with section 205G of the
Corporations Act 2001.
c. Non-executive Director fees per annum (inclusive of superannuation)
Board/Committee
Board
Role
Chair
Non-executive Directors
Audit and Risk Committee
Remuneration, People
and Culture Committee
Chair
Chair
Technology and Innovation Committee
Chair
Total Non-Executive Director Fees
FY22($)
FY21($)
Number of
fee earning roles
Including
superannuation at 10%
Including
superannuation at 9.5%
1
3
1
1
1
208,000
94,000
16,000
16,000
16,000
538,000
196,000
88,500
15,000
15,000
15,000
506,500
Amounts in the above table may differ from those in section D below due to partial tenures during the financial year.
The Nominations Committee Chair role is non-fee earning.
30 infomedia.com.au
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Directors’ Report
Remuneration Report – Audited (Continued)
d. Non-Executive Directors remuneration
FY22 ($)
FY21 ($)
Short term
employment
benefits
Post-employment
benefits
Short term
employment
benefits
Post-employment
benefits
Directors
Appointed
Resigned
Director fees
Superannuation
Total
Director fees
Superannuation
Total
Current
Bart Vogel
Kim Anderson
Jim Hassell1
31-Aug-15
15-Jun-20
10-May-21
Anne O’Driscoll
15-Dec-14
Former
189,091
100,000
91,329
100,000
18,909
208,000
178,995
17,005
196,000
10,000
110,000
5,369
96,697
10,000
110,000
94,521
13,219
94,521
8,979
103,500
1,256
14,475
8,979
103,500
Paul Brandling
1-Oct-16
31-May-21
Clyde McConaghy
1-Nov-13
11-Nov-20
-
-
-
-
-
-
86,644
29,427
8,231
94,875
2,796
32,223
1 Mr Hassell’s remuneration relating to his appointment as interim CEO and Managing Director is set out in Table 11 above.
Amounts in the above table may differ from those in section C above due to partial tenures during the financial year.
5. Additional information
a. LTIs vested and exercised
No executive KMP LTIs vested or were exercised during FY22 or FY21.
b. KMP Loans
No loans were made available to KMP during FY22 and there were no outstanding loans to KMP at the beginning or end of FY22.
c. KMP Shareholdings
Table 12: KMP shareholding interest movements in accordance with section 205G of the Corporations Act 2001
Name
Non-Executive Directors
Bart Vogel
Anne O’Driscoll
Kim Anderson
Jim Hassell
Executive KMP
Jens Monsees
Gareth Turner
Jonathan Rubinsztein
Richard Leon
Notes to Table 12
Note
Balance at
30 June 2021
Granted as
compensation
Exercise of LTIs
Net other
changes
Balance at
30 June 2022
Balance at
cessation
1
2
1
3
3
520,000
120,000
50,000
-
-
-
3,313,067
2,895,302
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
64,996
520,000
120,000
50,000
64,996
-
-
-
-
-
-
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
3,313,067
2,895,302
(1) Balances and movements include shares held directly and indirectly by the KMP or the KMP’s related parties including domestic partner, dependents and entities
controlled, jointly controlled or significantly influenced by the KMP.
(2) Fully paid ordinary shares acquired through an on-market trade at $1.46 per share on 26 November 2021.
(3) Shares held at cessation of employment.
This concludes the Remuneration Report, which has been audited.
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infomedia.com.au 31
Directors’ Report
Other Statutory Matters
Directors
The following persons were Directors of Infomedia Ltd during the whole of the financial year and up to the date of this report,
unless otherwise stated.
Name
Bart Vogel
Jens Monsees
Kim Anderson
Anne O’Driscoll
Jim Hassell
Role
Chairman & Independent Non-Executive Director
Chief Executive Officer & Managing Director (commenced 23 May 2022)
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Jonathan Rubinsztein
Chief Executive Officer & Managing Director (ceased 29 October 2021)
Interim CEO and Managing Director (18 October 2021 – 22 May 2021)
Directorships of other listed companies
Directorships of other listed companies held by the Directors in the three years preceding the end of the financial year are
as follows.
Name
Company
Period of directorship
Current Directors
Kim Anderson
carsales.com Limited
Since 2010
Marley Spoon
WPP AUNZ Limited
InvoCare Limited
SiteMinder Limited
-
WPP AUNZ
Jim Hassell
Jens Monsees
Anne O’Driscoll
FINEOS Corporation plc
Steadfast Group Limited
Bart Vogel
InvoCare Limited
Macquarie Telecom Limited
Since 2018 to August 2022
From 2010 to 2021
Since 2021
Since April 2022
-
From 2019 to 2021
Since 2019
Since 2013
Since 2017
Since 2014
Salmat Limited
From 2017 to 2019
Former Directors
Jonathan Rubinsztein
-
-
32 infomedia.com.au
Empowering the data-driven automotive ecosystem
Directors’ Report
Meetings of Directors
The table below sets out the number of meetings of the Company’s Board of Directors (the ‘Board’) and each Board committee3
held during the year ended 30 June 2022, and the number of meetings attended by each director.
Board
Audit & Risk
Committee
Remuneration,
People & Culture
Committee
Technology &
Innovation
Committee4
Nominations
Committee
E1
15
3
15
15
15
5
A2
15
3
15
15
15
5
E
2
-
4
4
2
-
A
2
-
4
4
2
-
E
7
-
7
7
-
-
A
7
-
7
7
-
-
E
1
-
-
-
1
1
A
1
-
-
-
1
1
E
2
-
2
2
2
-
A
2
-
2
2
2
-
Bart Vogel
Jens Monsees
Kim Anderson
Anne O’Driscoll
Jim Hassell
Jonathan
Rubinsztein
Table Notes
(1) ‘E’: represents the number of meetings which the relevant Director was eligible to attend because they held office or were a member of the relevant committee at
the time each meeting was held.
(2) ‘A’: represents the number of meetings attended by the Director.
(3) Refer to Table 4a in the Remuneration Report for the composition of the committees.
(4) The Technology & Innovations Committee (TIC) met once during the period which stands outside the express terms of its charter. During the period, the TIC Chair,
Mr Jim Hassell, stepped in as interim CEO & Managing Director of the Company between 18 October 2021 and 22 May 2022. In the circumstances, the TIC elected
to suspend its meetings for the balance of FY22 to allow greater focus on other key priorities.
Company secretaries
Daniel Wall BBA, LLB, GAICD
Mr Wall acts as General Counsel & Company Secretary of Infomedia. He is a lawyer admitted to practice in the Supreme Court
of New South Wales and the High Court of Australia. Prior to joining Infomedia he gained experience across a range of areas
including commercial litigation, finance and corporate insolvency and restructuring. He also holds a certificate in Governance
Practice from the Governance Institute of Australia and is a Graduate of the Australian Institute of Company Directors.
Mark Grodzicky BSc, LLB
Mr Grodzicky joined Infomedia Ltd in 2017 as General Counsel and joint Company Secretary. He holds degrees in Law and
Science. Mr Grodzicky ceased as Company Secretary on 6 May 2022.
Empowering the data-driven automotive ecosystem
infomedia.com.au 33
Directors’ Report
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Dividends
Details of dividends paid or declared by the Company during the financial year ended 30 June 2022 are set out in note 3 to
the financial statements.
Matters subsequent to the end of the financial year
On 26 August 2022 the Board declared a final dividend of 3.0 cents per share, franked to 14%. The record date for determining
dividend entitlements is Monday 5 September 2022 and the dividend will be paid on Thursday 22 September 2022.
No other matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the
Group’s operations, the results of those operations, or the Group’s state of affairs in future financial years.
Indemnity and insurance of officers
To the extent permitted by law, the Company has indemnified the Directors and executives of the Company for liability,
damages and expenses incurred, in their capacity as a Director or an executive, for which they may be held personally liable,
except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the Directors and executives of
the Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
Corporate governance
Infomedia strives to achieve compliance with the governance recommendations set out in the Fourth Edition of the Corporate
Governance Principles and Recommendations, published by the ASX Corporate Governance Council (the ASX Principles). The
Company addresses the ASX Principles in a manner consistent with its relative size and resourcing capabilities. Infomedia’s
latest Corporate Governance Statement was lodged with the ASX on the same date as this report and is available on the
Company’s website, http://www.infomedia.com.au/governance
Movements in equity incentives and shares issued on exercise of equity incentives during the period
The following instrument movements were recorded during the FY22 financial period.
Instrument
Performance Rights
Share Appreciation Rights
Nil
Nil
Equity Bonus Plan Performance Rights
190,529
Nil
Nil
Nil
Nil
Nil
Nil
Instruments Vested
Instruments Exercised
New Shares Issued on Exercise
Movements in equity incentives and shares issued on exercise of equity incentives after 30 June 2022
The following instrument movements have been recorded between 30 June 2022 and the date of this report.
Instrument
Performance Rights
Share Appreciation Rights
Instruments Vested
Instruments Exercised
New Shares Issued on Exercise
Nil
Nil
Nil
Nil
Nil
Nil
Equity Bonus Plan Performance Rights
34,130
224,659
24,659 new FPO shares issued1
Notes
(1) The balance of 200,000 Performance Rights were satisfied by the transfer of existing fully paid ordinary shares from the Company’s Employee Share Scheme
Trust to participants.
34 infomedia.com.au
Empowering the data-driven automotive ecosystem
Directors’ Report
Equity Incentives on issue
At the date of this report the following equity incentives remain on issue. Further information about equity incentives on issue
is set out in note 19 to the financial statements.
Instrument
Performance Rights
Share Appreciation Rights
Equity Bonus Plan Performance Rights
Auditor
Instruments on Issue
787,688
4,558,540
813,483
Deloitte Touche Tohmatsu continues in office in accordance with section 327 of the Corporations Act 2001.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by the auditor
are outlined in note 23 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
Corporations Act 2001.
The Directors are of the opinion that the services as disclosed in note 23 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.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out
immediately after this Directors’ Report.
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued
by the Australian Securities and Investments Commission, relating to ‘rounding-off’. Amounts in this report have been rounded off
in accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
Bart Vogel
Chairman
26 August 2022
Empowering the data-driven automotive ecosystem
infomedia.com.au 35
Deloitte Touche Tohmatsu
A.B.N. 74 490 121 060
Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
Tel: +61 (0) 2 9322 7000
www.deloitte.com.au
The Board of Directors
Infomedia Ltd
3 Minna Close
Belrose, Sydney NSW 2085
26 August 2022
Dear Board Members
AAuuddiittoorr’’ss IInnddeeppeennddeennccee DDeeccllaarraattiioonn ttoo IInnffoommeeddiiaa LLttdd
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration
of independence to the Directors of Infomedia Ltd.
As lead audit partner for the audit of the financial report of Infomedia Ltd for the year ended 30 June 2022, I
declare that to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours faithfully
DELOITTE TOUCHE TOHMATSU
Pooja Patel
Partner
Chartered Accountants
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
28
FY22 Financial Report
Table of Contents:
Page
Financial statements
38
39
40
41
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Page
Notes
42
45
46
47
49
49
56
56
57
57
59
60
61
62
64
64
64
67
67
73
74
74
75
76
Note 1. Operating segments
Note 2. Earnings per share
Note 3. Equity – dividends
Note 4. Income and expenses
Note 5. Income tax
Note 6. Non-current assets – intangibles
Note 7. Current assets – trade and other receivables
Note 8. Other assets
Note 9. Contract assets
Note 10. Leases
Note 11. Contract liabilities
Note 12. Employee benefits
Note 13. Equity – issued share capital
Note 14. Financial instruments
Note 15. Contingencies and commitments
Note 16. Events after the reporting period
Note 17. Business combinations
Note 18. Interest in subsidiaries
Note 19. Share-based remuneration
Note 20. Cash flow information
Note 21. Key management personnel disclosures
Note 22. Parent entity information
Note 23. Remuneration of auditors
Note 24. Basis of preparation and other accounting policies
Empowering the data-driven automotive ecosystem
infomedia.com.au 37
FY22 Financial Report
Infomedia Ltd
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2022
Revenue
Other income
Expenses
Employee benefits expenses
IT operating expenses
Integration, installation and training expenses
Royalty expenses
Facilities expenses
Compliance and insurance expenses
Marketing and other expenses
Depreciation and amortisation expenses
Impairment expense and derecognition of goodwill
Net finance (expense)/income
Net foreign currency translation gains/(losses)
Profit before income tax benefit/(expense)
Income tax benefit/(expense)
Profit after income tax benefit/(expense) for the year attributable to the owners of
Infomedia Ltd
Other comprehensive income/(loss)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income/(loss) for the year, net of tax
Note
Consolidated
2021
$'000
2022
$'000
4
4
1
4
5
120,139
97,446
310
800
(54,491)
(10,544)
(5,820)
(5,319)
(774)
(1,641)
(3,038)
(31,658)
(87)
(133)
731
(27,454)
(8,276)
(5,601)
(4,514)
(1,208)
(1,710)
(2,036)
(22,946)
(4,245)
306
(126)
7,675
20,436
558
(4,467)
8,233
15,969
2,632
2,632
(724)
(724)
Total comprehensive income for the year attributable to the owners of Infomedia Ltd
10,865
15,245
Basic earnings per share
Diluted earnings per share
Cents
Cents
2
2
2.19
2.18
4.26
4.26
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with
the accompanying notes.
30
38 infomedia.com.au
Empowering the data-driven automotive ecosystem
FY22 Financial Report
Infomedia Ltd
Consolidated statement of financial position
As at 30 June 2022
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Income tax receivable
Other assets
Total current assets
Non-current assets
Contract assets
Property, plant and equipment
Right-of-use assets
Intangibles
Deferred tax
Other assets
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Lease liabilities
Provision for income tax
Provisions
Employee benefits
Total current liabilities
Non-current liabilities
Contract liabilities
Lease liabilities
Deferred tax
Provisions
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Treasury shares held in trust
Foreign currency reserve
Share-based payments reserve
Retained profits
Total equity
Note
Consolidated
2021
$'000
2022
$'000
7
9
5
8
9
10(a)
6
5
8
11
10(b)
5
12
11
10(b)
5
12
13
13
69,045
11,948
503
1,609
3,295
86,400
907
2,026
6,382
86,768
2,524
5,899
104,506
66,795
11,658
197
2,188
6,706
87,544
705
2,535
8,796
90,605
351
5,320
108,312
190,906
195,856
5,557
2,615
2,148
362
678
15,074
26,434
36
4,106
11,905
842
1,024
17,913
5,133
2,698
2,670
355
-
9,657
20,513
713
5,905
13,704
1,431
437
22,190
44,347
42,703
146,559
153,153
105,196
(249)
3,273
1,203
37,136
105,196
-
641
-
47,316
146,559
153,153
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
31
Empowering the data-driven automotive ecosystem
infomedia.com.au 39
FY22 Financial Report
Infomedia Ltd
Consolidated statement of changes in equity
For the year ended 30 June 2022
Consolidated
Share
capital
$'000
Treasury
shares held
in trust
$'000
Foreign
currency
reserve
$'000
Share-based
payments
reserve
$'000
Retained
profits
$'000
Total equity
$'000
Balance at 1 July 2020
103,192
Profit after income tax expense for
the year
Other comprehensive loss for the
year, net of tax
Total comprehensive income/(loss)
for the year
Transactions with owners in
their capacity as owners:
Share-based payments
Shares issued to employees upon
vesting of options and/or
performance rights and earnout
settlement (note 13)
Dividends paid (note 3)
-
-
-
-
2,004
-
Balance at 30 June 2021
105,196
-
-
-
-
-
-
-
-
1,365
2,280
47,465
154,302
-
(724)
(724)
-
-
-
-
-
-
15,969
15,969
-
(724)
15,969
15,245
(1,072)
(1,208)
-
-
-
(16,118)
(1,072)
796
(16,118)
641
-
47,316
153,153
Consolidated
Share
capital
$'000
Treasury
shares held
in trust
$'000
Foreign
currency
reserve
$'000
Share-based
payments
reserve
$'000
Balance at 1 July 2021
105,196
Profit after income tax benefit for
the year
Other comprehensive income for
the year, net of tax
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Share-based payments
Tax effect related to share-based
payments (note 5)
Purchase of treasury shares (note
13)
Dividends paid (note 3)
-
-
-
-
-
-
-
Balance at 30 June 2022
105,196
-
-
-
-
-
-
(249)
-
(249)
641
-
2,632
2,632
-
-
-
-
Retained
profits
$'000
Total equity
$'000
47,316
153,153
8,233
-
8,233
2,632
8,233
10,865
-
-
-
-
1,185
18
-
-
-
-
-
(18,413)
1,185
18
(249)
(18,413)
3,273
1,203
37,136
146,559
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
32
40 infomedia.com.au
Empowering the data-driven automotive ecosystem
FY22 Financial Report
Infomedia Ltd
Consolidated statement of cash flows
For the year ended 30 June 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other finance costs paid
Income taxes paid
Note
Consolidated
2021
$'000
2022
$'000
122,443
(75,165)
101,088
(56,518)
47,278
183
(267)
(2,356)
44,570
460
(154)
(7,528)
Net cash from operating activities
20
44,838
37,348
Cash flows from investing activities
Payment for purchase of business, net of cash acquired
Payments for business acquisition in escrow
Payments for property, plant and equipment
Payments for development costs capitalised
Net cash used in investing activities
Cash flows from financing activities
Payments for purchase of treasury shares
Dividends paid
Repayment of lease liabilities, excluding the financing component
Net cash used in financing activities
17(a)
17(a)
4
-
-
(404)
(22,286)
(22,313)
(7,767)
(1,856)
(24,965)
(22,690)
(56,901)
13
3
10(b)
(249)
(18,413)
(2,691)
-
(16,118)
(1,816)
(21,353)
(17,934)
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on balances of cash held in foreign currencies
Cash and cash equivalents at the end of the financial year
795
66,795
1,455
(37,487)
103,919
363
69,045
66,795
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
33
Empowering the data-driven automotive ecosystem
infomedia.com.au 41
FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 1. Operating segments
Identification of reportable segments
The Group is organised into three reportable segments:
●
●
●
Asia Pacific;
Europe, Middle East and Africa ('EMEA'); and
Americas, representing the combined North, Central and South America.
These reportable segments are based on the internal reports that are reviewed and used by the Chief Executive Officer & Managing
Director (who is identified as the Chief Operating Decision Maker ('CODM')) in assessing performance and in determining the
allocation of resources. There is no aggregation of reportable segments.
The reportable segments are identified by management based on the region in which products are sold. Discrete financial information
about each of these operating segments is reported to the Board of Directors regularly.
The CODM reviews underlying cash earnings before interest, tax, depreciation and amortisation ('Underlying Cash EBITDA'). The
accounting policies adopted for internal reporting to the CODM are consistent with those adopted in the financial statements.
Major customers
There is no significant reliance on any single customer contract.
Presentation of reportable segment information
The Group has changed its internal reporting measures monitored by the CODM to assess performance and determine allocation of
resources. In addition, the Group has changed its presentation of expenses in the consolidated statement of profit or loss (note 24).
Accordingly, the presentation of reportable segment information has changed to reflect this. Prior period comparatives have been re-
presented to align to these changes. There is no impact on net profit after tax reported for the Group as a result of these changes.
The key internal measure of each operating segment’s profit or loss reported regularly to the CODM is underlying cash EBITDA. This
measure reflects the ongoing or underlying activities of each segment of the Group and excludes income and expenditure that may
arise on an infrequent basis or due to activities that are not core to that of the Group. Only costs that are controlled by each segment
in relation to its operating activities and generation of revenue for the Group are included in its underlying cash EBITDA.
Reported net profit after tax (‘reported NPAT’) is adjusted for the following non-underlying items to determine underlying cash
EBITDA:
●
●
●
●
●
●
●
●
●
●
●
Earnout expenses (adjusted from employee benefits expenses)
Unrealised foreign exchange gains/losses
Share-based payment expenses (adjusted from employee benefits expenses)
PPP loan forgiveness
Income tax benefit/expense
Depreciation and amortisation expenses
Net finance expenses/income
Capitalised development costs (adjusted from employee benefits expenses)
AASB 16 non-cash adjustments (adjusted from facilities expenses)
Closure of subsidiary (adjusted from marketing and other expenses)
M&A and sale transaction expenses (adjusted from marketing and other expenses)
A reconciliation of underlying cash EBITDA to reported NPAT is disclosed in the operating segment information presented below.
42 infomedia.com.au
Empowering the data-driven automotive ecosystem
34
FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 1. Operating segments (continued)
Reportable segment information
Consolidated - 2022
Revenue
Asia Pacific
$'000
EMEA
$'000
Americas
$'000
Corporate
$'000
Total
$'000
37,470
38,941
43,728
Other operating income
-
-
310
Sales, marketing and support
Product development and management
Data management
Administration
Underlying employee benefit expenses (note 4)
IT operating expenses
Integration, installation and training expenses
Royalty expenses
Facilities expenses
Compliance and insurance expenses
Marketing and other operating expenses
Realised foreign exchange gains
Underlying operating expenses excluding non-
cash items
(5,668)
-
-
-
(5,668)
(57)
(3,239)
(277)
(236)
(138)
(179)
-
(4,728)
-
-
-
(4,728)
(136)
(145)
(1,046)
(290)
(147)
(196)
1
(9,067)
-
-
-
(9,067)
(318)
(2,436)
(3,996)
(397)
(181)
(498)
-
-
-
(1,493)
(30,759)
(3,473)
(11,344)
(47,069)
(10,033)
-
-
(2,791)
(1,175)
(1,266)
56
120,139
310
(20,956)
(30,759)
(3,473)
(11,344)
(66,532)
(10,544)
(5,820)
(5,319)
(3,714)
(1,641)
(2,139)
57
(9,794)
(6,687)
(16,893)
(62,278)
(95,652)
Underlying Cash EBITDA
27,676
32,254
27,145
(62,278)
24,797
Capitalised development costs
AASB16 non-cash adjustments
Underlying EBITDA
Depreciation of property, plant and equipment
Amortisation of capitalised development costs
Amortisation of acquired and other intangibles
Depreciation of right-of-use assets
Net finance expenses
Underlying profit before tax
Underlying income tax expense
Underlying NPAT
Earnout - Nidasu
Earnout - SimplePart
Closure of subsidiary
Impairment expense
Unrealised foreign currency translation gains
M&A and sale transaction expenses
Share-based payment expenses
Related income tax credit
Reported NPAT
22,286
2,940
50,023
(965)
(22,164)
(5,725)
(2,804)
(133)
18,232
(1,461)
16,771
(2,006)
(7,010)
11
(87)
674
(910)
(1,229)
2,019
8,233
Australia and the United States of America are the only individual countries from which the Group derives material revenues. In the
current year, the Group derived revenue of $28.288 million from Australia (2021: $24.509 million) and $33.039 million from the United
States of America (2021: $16.562 million). Of the Group's non-current assets, $69.328 million (2021: $74.740 million) are located in
Australia and $31.899 million (2021: $32.188 million) are located in the United States of America.
35
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infomedia.com.au 43
FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 1. Operating segments (continued)
Consolidated - 2021
Revenue
Asia Pacific
$'000
EMEA
$'000
Americas
$'000
Corporate
$'000
32,740
37,199
27,507
Other operating income
-
-
17
Sales, marketing and support
Product development and management
Data management
Administration
Underlying employee benefit expenses (note 4)
IT operating expenses
Integration, installation and training expenses
Royalty expenses
Facilities expenses
Compliance and insurance expenses
Marketing and other operating expenses
Realised foreign exchange losses
Underlying operating expenses excluding non-
cash items
(4,765)
-
-
-
(4,765)
(65)
(2,917)
(269)
(99)
(115)
(85)
(1)
(4,266)
-
-
-
(4,266)
(154)
(184)
(993)
(266)
(180)
(33)
(2)
(5,362)
-
-
-
(5,362)
(179)
(2,500)
(3,252)
(357)
(151)
(304)
-
Total
$'000
97,446
17
(15,329)
(25,689)
(3,076)
(9,077)
(53,171)
(8,276)
(5,601)
(4,514)
(3,178)
(1,710)
(1,338)
(408)
-
-
(936)
(25,689)
(3,076)
(9,077)
(38,778)
(7,878)
-
-
(2,456)
(1,264)
(916)
(405)
(8,316)
(6,078)
(12,105)
(51,697)
(78,196)
Underlying Cash EBITDA
24,424
31,121
15,419
(51,697)
19,267
Capitalised development costs
AASB16 non-cash adjustments
Underlying EBITDA
Depreciation of property, plant and equipment
Amortisation of capitalised development costs
Amortisation of acquired and other intangibles
Depreciation of right-of-use assets
Net finance expenses
Underlying profit before tax
Underlying income tax expense
Underlying NPAT
Earnout - Nidasu
Earnout - SimplePart
Impairment expense and derecognition of goodwill
Unrealised foreign currency translation gains
Acquisition expenses
Share-based payment expenses
Derecognition of Nidasu contingent consideration
(including finance costs)
PPP loan forgiveness
Related income tax expense
Reported NPAT
24,965
1,970
46,202
(616)
(18,123)
(2,193)
(2,014)
306
23,562
(4,414)
19,148
(2,164)
(581)
(4,245)
282
(698)
1,072
2,425
783
(53)
15,969
36
44 infomedia.com.au
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 2. Earnings per share
Profit after income tax attributable to the owners of Infomedia Ltd
Basic earnings per share
Diluted earnings per share
Weighted average number of ordinary shares used in calculating basic earnings per share:
Weighted average number of ordinary shares issued
Weighted average number of treasury shares held in trust
Consolidated
2021
$'000
2022
$'000
8,233
15,969
Cents
Cents
2.19
2.18
4.26
4.26
Number
Number
375,762,341
(32,103)
375,149,029
-
375,730,238
375,149,029
Number
Number
Weighted average number of ordinary shares used in calculating diluted earnings per shares:
Weighted average number of ordinary shares used in calculating basic earnings per share
375,730,238
375,149,029
Adjustments for calculation of diluted earnings per share:
Equity based incentives (a)
1,264,310
-
376,994,548
375,149,029
The weighted average number of ordinary shares or dilutive potential ordinary shares is calculated by taking into account the period
from the issue date of the shares to the reporting date unless otherwise stated as below.
(a)
Infomedia operates equity based incentive plans which are conditional upon continuous employment at Infomedia. Additional
details about the equity based incentives are set out in note 19.
(b) As at 30 June 2022, the earnout liability recognised on the statement of financial position had no dilutive impact.
Accounting policy for earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Infomedia by the weighted average number
of ordinary shares outstanding during the financial year, adjusted for any bonus elements in ordinary shares issued during the
financial year and excluding treasury shares.
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after
income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average
number of shares assumed to have been issued at no consideration received in relation to dilutive potential ordinary shares.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 3. Equity - dividends
Dividends paid during the financial year were as follows:
Consolidated
2021
$'000
2022
$'000
Interim dividend for the year ended 30 June 2022 of 2.60 cents 70% franked (2021: 2.15 cents fully
franked) per ordinary share
9,770
8,067
Final dividend for the year ended 30 June 2021 of 2.30 cents 70% franked (2020: 2.15 cents 70%
franked) per ordinary share
8,643
8,051
18,413
16,118
On 26 August 2022, the directors declared a final dividend of 3.00 cents per share to be paid on 22 September 2022, franked to
14%. As this occurred after the reporting date, the dividends declared have not been recognised in these financial statements and
will be recognised in future financial statements.
The Company’s Dividend Reinvestment Plan ('DRP') was suspended on 31 October 2019.
Franking credits
Consolidated
2021
$'000
2022
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
699
3,704
The franking credit balance includes:
●
●
●
franking credits that will arise from the payment of the amount of the provision for income tax at the reporting date;
any franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; and
franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
Accounting policy for dividends
Dividends are recognised when declared during the financial year.
Note 4. Income and expenses
Profit before income tax includes the following specific income and expenses:
Revenue disaggregated by nature
Subscription revenue
Development and other ancillary service revenue
Disaggregation of subscription revenue
Microcat
Superservice
InfoDrive
SimplePart
Consolidated
2021
$'000
2022
$'000
115,221
4,918
120,139
53,094
25,272
21,426
15,429
115,221
95,038
2,408
97,446
51,659
25,041
17,168
1,170
95,038
38
46 infomedia.com.au
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 4. Income and expenses (continued)
Employee benefits expenses
Sales, marketing and support
Product development and management
Data management
Administration
Underlying employee benefits expenses
Share-based payment expenses
Derecognition of Nidasu contingent consideration (including finance costs) (note 17(b))
Earnout - Nidasu
Earnout - SimplePart
Capitalised development costs
Consolidated
2021
$'000
2022
$'000
(20,956)
(30,759)
(3,473)
(11,344)
(66,532)
(1,229)
-
(2,006)
(7,010)
22,286
(15,329)
(25,689)
(3,076)
(9,077)
(53,171)
1,072
2,425
(2,164)
(581)
24,965
Total employee benefits expenses
(54,491)
(27,454)
Net finance (costs)/income
Finance income
Interest expense and lease liabilities finance charges
Accounting policies
Revenue recognition
183
(316)
(133)
460
(154)
306
The Group derives the majority of its revenue from recurring ‘software as a service’ subscriptions, where customers are licensed to
access and use software and associated support services.
The Group generates revenue through the following streams of revenue:
●
●
●
●
subscriptions to the Group’s software products, comprising over 95% of total revenue;
software development services to tailor off-the-shelf software solutions for specific use or functionality requirements or integration
with customers’ systems;
ancillary services in the form of software installation and training; and
agency services for advertising support provided to customers.
Each of the above services delivered to customers are considered separate performance obligations even though, in practice, they
may be governed by a single legal contract with the customer.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 4. Income and expenses (continued)
Revenue recognition for each of the above revenue streams are as follows:
●
Subscription revenue:
˃ Customers are typically invoiced monthly, quarterly or yearly based on the terms in the contract with customers, and
consideration is payable when invoiced. The consideration received for quarterly or yearly invoices is recognised as
contract liabilities.
˃ Revenue is then recognised ratably over the life of the subscription agreement beginning when the customer first has access
to the software.
˃ Revenue is calculated based on the number of subscriptions used and fee per subscription, or as a negotiated package for
large customers.
●
Software development services:
˃ The software development services are typically invoiced as defined in the contract with the customers. Revenue is
recognised over time as services are delivered.
˃ Revenue is calculated based on time and/or external supplier costs.
●
Ancillary services:
˃ The ancillary services are software installation and training and are invoiced as defined in the contract with the
customers.
˃ Revenue is recognised either at a point in time or over time depending on how the terms of the service arrangements
are satisfied.
●
Agency services:
˃ Revenue is generated when Infomedia acts as an agent and arranges search engine marketing provided by suppliers to
customers, and in return obtains a fee based on a set percentage.
˃ The revenue is variable and is not subject to material constraints hence it is recognised at the time the expense is incurred
with the supplier as this is when the service is provided to the customer and the performance obligation is satisfied.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Infomedia's functional and presentation currency.
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date.
The revenue and expenses of foreign operations are translated into Australian dollars using monthly average exchange rates, which
approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences are recognised in
other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in
which they are incurred.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 5. Income tax
Income tax (benefit)/expense
Current tax
Deferred tax - current year
Prior year (overs)/unders - current and deferred tax
Aggregate income tax (benefit)/expense
Deferred tax included in income tax (benefit)/expense comprises:
Increase in deferred tax assets
(Decrease)/increase in deferred tax liabilities
Deferred tax - current year
Numerical reconciliation of income tax (benefit)/expense and tax at the statutory rate
Profit before income tax benefit/(expense)
Tax at the statutory tax rate of 30%
Tax effect of amounts which are not deductible/(taxable) in calculating taxable income:
Additional research and development deduction
Effects of foreign tax rates difference
Changes in contingent consideration
Promissory note forgiven
Earnout expense
Derecognition of goodwill on Nidasu earnout
(Non-assessable income)/non-deductible expenses
Prior year (overs)/unders
Income tax (benefit)/expense
Amounts charged directly to equity
Deferred tax assets
Consolidated
2021
$'000
2022
$'000
4,031
(3,954)
(635)
3,334
2,088
(955)
(558)
4,467
(3,210)
(744)
(683)
2,771
(3,954)
2,088
7,675
20,436
2,303
6,131
(2,588)
234
-
-
516
-
(388)
77
(635)
(558)
(1,543)
(127)
(849)
(208)
649
1,168
201
5,422
(955)
4,467
Consolidated
2021
$'000
2022
$'000
18
-
41
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 5. Income tax (continued)
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Provisions
Capital raising transaction costs
Share-based payments
Foreign currency exchange
Property, plant and equipment
Accruals and earnout
Intangible assets
Offset against deferred tax liabilities
Deferred tax asset
Movements:
Opening balance
Credited to profit or loss
Foreign currency translation differences
Credited to equity
Prior year overs/(unders)
Reversal of offset against deferred tax liabilities
Offset against deferred tax liabilities
Closing balance
Deferred tax liability
Deferred tax liability comprises temporary differences attributable to:
Capitalised development costs
Property, plant and equipment
Prepayments
Foreign exchange
Intangible assets
Other
Offset against deferred tax assets
Deferred tax liability
Movements:
Opening balance
(Credited)/charged to profit or loss
Foreign currency translation differences
Derecognition of goodwill on Nidasu earnout
Prior year overs/(unders)
Reversal of offset against deferred tax assets
Offset against deferred tax assets
Closing balance
Consolidated
2021
$'000
2022
$'000
2,770
-
185
479
4
2,879
608
(4,401)
3,474
225
-
-
4
-
54
(3,406)
2,524
351
351
3,210
-
18
-
3,346
(4,401)
-
683
(47)
-
(25)
3,146
(3,406)
2,524
351
Consolidated
2021
$'000
2022
$'000
15,273
505
79
(2)
443
8
(4,401)
15,315
358
162
123
1,152
-
(3,406)
11,905
13,704
13,704
(744)
-
-
-
3,346
(4,401)
10,820
2,771
(10)
408
(25)
3,146
(3,406)
11,905
13,704
42
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 5. Income tax (continued)
Income tax refund due
Income tax refund due
Provision for income tax
Provision for income tax
Consolidated
2021
$'000
2022
$'000
1,609
2,188
Consolidated
2021
$'000
2022
$'000
362
355
Critical accounting judgements, estimates and assumptions
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the
provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which
the ultimate tax determination is uncertain, for example, research and development claims. The Group recognises liabilities for
anticipated tax based on the Group's current understanding of the relevant tax regulations. Where the final tax outcome of these
matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in
which such determination is made.
The Company has made claims under the research and development tax incentive provided by the Australian Government (R&D
incentive). The R&D incentive is claimed by way of self-assessment by the Company.
Accounting policy for income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income
tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences,
unused tax losses and the adjustment recognised for prior periods, where applicable. Deferred tax assets and liabilities are
recognised for temporary differences at the tax rates expected to be applied when the assets are recovered or liabilities are settled,
based on those tax rates that are enacted or substantively enacted.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable
amounts will be available to utilise those temporary differences and losses. The carrying amount of recognised and unrecognised
deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer
probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax
assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current
tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same
taxable entity or different taxable entities which intend to settle simultaneously.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 6. Non-current assets - intangibles
Goodwill
Capitalised development costs
Less: Accumulated amortisation and impairment
Software systems
Less: Accumulated amortisation
Customer relationships
Less: Accumulated amortisation
Brand names
Less: Accumulated amortisation
Reconciliation
Consolidated
2021
$'000
2022
$'000
20,700
20,138
150,513
(99,315)
51,198
23,091
(11,741)
11,350
5,380
(2,639)
2,741
868
(89)
779
128,129
(77,054)
51,075
21,854
(6,349)
15,505
5,246
(2,214)
3,032
855
-
855
86,768
90,605
Reconciliation of the written down values at the beginning and end of the current and previous financial year are set out below:
Consolidated
Balance at 1 July 2020
Additions
Derecognition of goodwill on
Nidasu earnout (note 17(b))
Tax impact from derecognition of
Nidasu goodwill (note 5)
Amortisation expense
Impairment expense
Exchange differences
Balance at 30 June 2021
Additions
Amortisation expense
Impairment expense
Exchange differences
Capitalised
development
costs
$'000
Software
Customer
systems relationships
$'000
$'000
44,582
24,965
3,952
13,183
-
-
-
(18,123)
(352)
3
51,075
22,286
(22,164)
(87)
88
-
(1,986)
-
356
15,505
-
(5,177)
-
1,022
1,189
1,995
-
-
(207)
-
55
3,032
-
(459)
-
168
Goodwill
$'000
17,461
5,997
(3,893)
408
-
-
165
20,138
-
-
-
562
Balance at 30 June 2022
20,700
51,198
11,350
2,741
Brand
names
$'000
714
137
-
-
-
-
4
855
-
(89)
-
13
779
Total
$'000
67,898
46,277
(3,893)
408
(20,316)
(352)
583
90,605
22,286
(27,889)
(87)
1,853
86,768
Impairment testing
The Group performs impairment testing for:
●
●
Goodwill and indefinite life intangible assets on an annual basis regardless of whether there are any indicators of impairment; and
Other intangibles where there are indicators of impairment.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 6. Non-current assets - intangibles (continued)
The Group considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for
indicators of impairment.
Goodwill and indefinite life intangible assets
Goodwill and indefinite life intangible assets acquired through business combinations have been allocated to a cash-generating unit
(CGU) for annual impairment testing as follows:
2022
Goodwill
Indefinite life intangibles
2021
Goodwill
Indefinite life intangibles
Impairment Assessment
APAC
$'000
4,517
-
Americas
$'000
10,346
154
EMEA
$'000
5,837
-
Total
$'000
20,700
154
4,517
-
9,784
141
5,837
-
20,138
141
To conduct impairment testing, the Group compares the carrying value with the recoverable amount of each CGU. The recoverable
amount is the higher of value in use or fair value less costs of disposal. An income approach (discounted cash flow methodology) is
used to determine the recoverable amount of each CGU based on a four-year approved plan (2021: one-year approved plan) and
an average growth rate applied to the final year of cash-flow projections.
The key assumptions1 used in the impairment assessment were as follows:
●
●
●
APAC: revenue growth rates in the projection period are 8% - 16% (2021: 6% - 15%); terminal growth rate of 2.5% (2021:
1.5%) and post-tax weighted average cost of capital of 10.1% (2021: 11.0%).
Americas: revenue growth rates in the projection period are 8% - 17% (2021: 3% - 65%2); terminal growth rate of 2.5% (2021:
2.0%) and post-tax weighted average cost of capital of 10.6% (2021: 10.7%).
EMEA: revenue growth rates in the projection period are 5% - 11% (2021: 3% - 10%); terminal growth rate of 2.5% (2021:
1.5%) and post-tax weighted average cost of capital of 10.6% (2021: 10.5%).
As at 30 June 2022, the fair value less costs of disposal (2021: value in use) of the net assets was greater than the carrying value
and therefore goodwill was not considered to be impaired for any CGU.
No reasonable change in assumptions would result in the recoverable amount being materially less than the carrying amount for any
CGU.
1 Key assumptions are those to which the recoverable amount is most sensitive. The approach taken in determining the values assigned to each key
assumption was to consider past experience, external sources of information and external advice where relevant.
2 Note that the high revenue growth rate in 2021 was attributable to 12 months contribution of SimplePart (only one month in FY21).
Other intangible assets
An impairment charge of $0.087 million has been applied to the carrying amount of capitalised development costs as a result of the
relevant project being discontinued.
As at 30 June 2021, an impairment charge of $0.352 million was as a result of:
●
●
a write-off of the carrying value of any software that was replaced by Next Gen SaaS platform during the period ended 30 June
2021; and
an impairment assessment of future revenue against the carrying amount of development capitalised for customers who are not
expected to renew their contracts.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 6. Non-current assets - intangibles (continued)
Critical accounting judgements, estimates and assumptions – research and development
Research and development expenses incurred relate to works provided by third parties and internal salaries and on-costs of
employees. Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility, and the costs can be measured reliably.
The key judgements relate to:
●
●
determining the portion of the internal salary and on-costs that are directly attributable to development of the Group’s product suite
and software; and
identifying and assessing the technical feasibility of completing the intangible asset and generating future economic benefits.
An impairment loss is recognised if the carrying amount of the development asset exceeds its recoverable amount.
The Group determines the estimated useful lives for the capitalised development costs. The useful lives could change significantly as
a result of technical innovations or some other event. The amortisation charge will increase where the useful lives are less than
previously estimated lives, or technically obsolete or items no longer in use will be written off or written down.
Accounting policy for intangible assets
Goodwill
Goodwill arises on the acquisition of a business. Goodwill is not amortised. Instead, goodwill is tested annually for impairment, or
more frequently if events or changes in circumstances indicate that it might be impaired and is carried at cost less accumulated
impairment losses. Impairment losses on goodwill are taken to profit or loss and are not subsequently reversed if the related asset
subsequently increases in value.
Capitalised development costs
Research costs are expensed in the period in which they are incurred. Capitalised development costs represent the up-front costs of
developing new products or enhancing existing products to meet customer needs. Development costs are capitalised when it is
probable that the project will be a success considering its commercial and technical feasibility; the Group is able to use or sell the
asset; the Group has sufficient resources and intent to complete the development; and its costs can be measured reliably. The Group
considers the impact of the April 2021 IFRIC agenda decision 'Configuration or Customisation Costs in Cloud Computing
Arrangement' when determining if costs relating to cloud computing arrangements are capitalisable.
Capitalised development costs are amortised on a straight-line basis over the period of their expected benefit, being their estimated
finite useful life of four to five years.
Software systems
Software systems acquired in a business combination are amortised on a straight-line basis over the period of their expected benefit,
being their estimated finite useful life of four to five years.
Customer relationships
Customer relationships acquired in a business combination are amortised on a straight-line basis over the period of their expected
benefit, being their estimated finite useful life of three to nine years.
Brand names
Brand names acquired in a business combination are capitalised as an asset. The brand is recognised as having a useful life of four years
to infinite when there is no foreseeable limit to the period over which the brand is expected to generate cash flows. Brand names are
carried at cost less accumulated impairment amortisation and accumulated impairment losses.
46
54 infomedia.com.au
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 6. Non-current assets - intangibles (continued)
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other non-financial assets
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of (a) an asset's fair value less costs of disposal; and (b) value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or cash-
generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to form a cash-
generating unit.
Note 7. Current assets - trade and other receivables
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Allowance for expected credit losses
Consolidated
Not overdue
0 to 30 days overdue
30 to 60 days overdue
Over 60 days overdue
Consolidated
2021
$'000
2022
$'000
12,202
(394)
11,808
11,699
(423)
11,276
140
382
11,948
11,658
Carrying amount
2021
$'000
2022
$'000
Allowance for expected
credit losses
2021
$'000
2022
$'000
10,630
558
262
752
9,575
873
330
921
12,202
11,699
66
10
12
306
394
9
128
33
253
423
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 7. Current assets - trade and other receivables (continued)
Movements in the allowance for expected credit losses
Opening balance
Additional provisions recognised
Amounts written off as uncollectable
Closing balance
Consolidated
2021
$'000
2022
$'000
423
107
(136)
394
498
201
(276)
423
Critical accounting judgements, estimates and assumptions - 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 forward looking information that is
available. The allowance for expected credit losses is calculated based on the information available at the time of preparation. The
actual credit losses in future years may be higher or lower.
Accounting policy for trade and other receivables
Trade receivables are recognised at fair value and are generally due for settlement within 30 to 60 days.
The Group has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance.
To measure the expected credit losses, trade receivables have been grouped based on days overdue.
Note 8. Other assets
Current
Earnout in escrow
Prepayments
Non-current
Earnout in escrow
Prepayments
Accounting policy for prepayments
Prepayments represent goods or services that have been paid for but are yet to be delivered.
Consolidated
2021
$'000
2022
$'000
-
3,295
3,295
5,806
93
5,899
2,660
4,046
6,706
5,320
-
5,320
48
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Notes to the consolidated financial statements
30 June 2022
Note 9. Contract assets
Current
Non-current
Reconciliation
A reconciliation of the contract asset values at the beginning and end of the current and previous
financial year is set out below:
Opening balance
Accrued revenue recognised
Subsequently invoiced and transferred to trade receivables
Foreign currency translation differences
Closing balance
Accounting policy for contract assets
Consolidated
2021
$'000
2022
$'000
503
907
1,410
902
1,083
(546)
(29)
1,410
197
705
902
-
1,434
(543)
11
902
Contract assets are recognised over the period in which performance obligations are completed and represent the Group's right to
consideration for the services provided to date but not yet invoiced.
Note 10. Leases
10(a). Right-of-use assets
Right-of-use assets
Less: Accumulated depreciation
Consolidated
2021
$'000
2022
$'000
12,250
(5,868)
12,513
(3,717)
6,382
8,796
The Group leases buildings for its offices under agreements of between 1 to 7 years with, in some cases, options to extend. The
leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.
Reconciliation
A 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
Termination
Depreciation
Foreign currency translation differences
Closing balance
Consolidated
2021
$'000
2022
$'000
8,796
6
-
(2,804)
384
4,494
6,465
(214)
(2,014)
65
6,382
8,796
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Notes to the consolidated financial statements
30 June 2022
Note 10. Leases (continued)
10(b). Lease liabilities
Current
Non-current
Reconciliation
A reconciliation of lease liabilities at the beginning and end of the current financial year is set out below:
Opening balance
Additions
Terminations
Lease payments (AASB 16 non cash adjustments)
Interest charges
Foreign currency translation differences
Closing balance
Consolidated
2021
$'000
2022
$'000
2,148
4,106
6,254
2,670
5,905
8,575
Consolidated
2021
$'000
2022
$'000
8,575
6
-
(2,940)
249
364
5,025
5,527
(218)
(1,970)
154
57
6,254
8,575
Future lease payments in relation to lease liabilities as at 30 June 2022 are disclosed in note 14. Interest and finance charges
paid/payable on lease liabilities are disclosed in note 4.
Accounting policy for right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises
the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net
of any lease incentives received, any initial direct costs incurred, and, except where included in the cost of inventories, an estimate of
costs expected to be incurred for dismantling and removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the
asset, whichever is the shorter. Where the Group expects to obtain ownership of the leased asset at the end of the lease term, the
depreciation is over its estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of
lease liabilities.
Accounting policy for lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of
the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, amounts expected to be paid under residual value guarantees,
exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated termination
penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are
incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is
a change in the following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term;
certainty of a purchase option and termination penalties. When a lease liability is remeasured, an adjustment is made to the
corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully written down.
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Notes to the consolidated financial statements
30 June 2022
Note 10. Leases (continued)
Critical accounting judgements, estimates and assumptions - Lease term
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is
exercised in determining whether there is reasonable certainty that an option to extend the lease or purchase the underlying asset will
be exercised, or an option to terminate the lease will not be exercised, when ascertaining the periods to be included in the lease term.
In determining the lease term, all facts and circumstances that create an economical incentive to exercise an extension option, or not
to exercise a termination option, are considered at the lease commencement date. Factors considered may include the importance of
the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties;
existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it
is reasonably certain to exercise an extension option, or not exercise a termination option, if there is a significant event or significant
change in circumstances.
Critical accounting judgements, estimates and assumptions - 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
Group 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.
Accounting policy for provisions
Provisions are recorded for estimated make-good expenses for the Group’s leased properties. The provision is an estimate of costs
for property remediation that is expected to be required in the future.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12
months or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
Note 11. Contract liabilities
Current
Non-current
Reconciliation
Consolidated
2021
$'000
2022
$'000
2,615
36
2,651
2,698
713
3,411
A reconciliation of the contract liabilities values at the beginning and end of the current and previous financial year is set out below:
Opening balance
Billings in advance
Material right liability
Transfer to revenue - included in the opening balance
Transfer to revenue - performance obligations satisfied in the current financial period
Foreign currency translation differences
Closing balance
Consolidated
2021
$'000
2022
$'000
3,411
9,784
-
(2,698)
(7,839)
(7)
1,827
8,915
127
(1,779)
(5,674)
(5)
2,651
3,411
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Notes to the consolidated financial statements
30 June 2022
Note 11. Contract liabilities (continued)
Unsatisfied performance obligations
The aggregate amount of the contract liabilities allocated to the performance obligations that are unsatisfied at 30 June 2022 was
$2.651 million (2021: $3.411 million) and is expected to be recognised as revenue in future periods as follows:
Within 6 months
6 to 12 months
Greater than 12 months
Consolidated
2021
$'000
2022
$'000
1,574
1,041
36
2,651
1,516
1,182
713
3,411
Accounting policy for contract liabilities
Contract liabilities represent the Group's obligation to transfer services to a customer and are recognised when a customer pays
consideration, or when the Group recognises a receivable to reflect its unconditional right to consideration (whichever is earlier)
before the Group has transferred the services to the customer.
Note 12. Employee benefits
Current
Employee benefits payable
Nidasu earnout accrual
SimplePart earnout accrual
Annual leave and long service leave provision
Non-current
SimplePart earnout accrual
Long service leave provision
Accounting policy for employee benefits
Short-term employee benefits
Consolidated
2021
$'000
2022
$'000
3,377
2,845
4,555
4,297
15,074
585
439
1,024
3,576
838
593
4,650
9,657
-
437
437
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled wholly
within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities are settled.
Other long-term employee benefits
The liability for long service leave not expected to be settled within 12 months of the reporting date is measured at the present value
of expected future payments to be made in respect of services provided by employees up to the reporting date.
Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on high quality corporate bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
Earnout accrual
Accounting policy for earnout accrual is disclosed within note 17(a).
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Notes to the consolidated financial statements
30 June 2022
Note 13. Equity - issued share capital
2022
Shares
2021
Shares
Consolidated
2021
$'000
2022
$'000
Ordinary shares - fully paid
Treasury shares held in trust - fully paid
375,762,341
(200,000)
375,762,341
-
105,196
(249)
105,196
-
375,562,341
375,762,341
104,947
105,196
Movements in ordinary share capital
Details
Balance
Date
Shares
Issue price
$'000
1 July 2020
374,457,626
Shares issued to executives upon vesting of options
and/or performance rights
Shares issued as part of an earnout consideration relating
to the acquisition of a subsidiary
2 October 2020
7 April 2021
759,758
544,957
$1.59
$1.46
Balance
Balance
30 June 2021
375,762,341
30 June 2022
375,762,341
Movements in treasury shares held in trust
Details
Balance
Balance
Purchase of treasury shares
Balance
Ordinary shares
Date
1 July 2020
30 June 2021
30 June 2022
Shares
Acquisition
price
-
-
200,000
200,000
$1.25
103,192
1,208
796
105,196
105,196
$'000
-
-
249
249
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the
number of shares held, taking into account amounts paid on those shares. The fully paid ordinary shares have no par value and the
Company does not have a limited amount of authorised capital. Each member represented at a general meeting, whether in person or
by proxy, shall have one vote on a show of hands. Each share carries one vote upon a poll.
Treasury shares held in trust
Treasury shares are ordinary shares of the Company purchased on market by the trustee of the Infomedia Employee Share Scheme
Trust. The treasury shares are held on trust for the purpose of meeting future obligations in connection with the Company's long term
employee incentive scheme. Trust shares are allocated or transferred to recipients upon vesting and exercise of long-term incentives.
Further details about the Company's long term incentives are set out in note 19 to these financial statements.
Capital risk management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can continue its
listing on the Australian Securities Exchange, provide returns for shareholders and benefits for other stakeholders.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares and take on borrowings.
The capital risk management policy remains unchanged from the 2021 Annual Report.
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Notes to the consolidated financial statements
30 June 2022
Note 13. Equity - issued share capital (continued)
Accounting policy for issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the
proceeds.
Note 14. Financial instruments
Financial risk management objectives
The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency risk and interest rate risk), credit
risk and liquidity risk.
Risk management is carried out by senior finance executives ('finance') under policies approved by the Board of Directors ('the
Board'). These policies include the identification and analysis of both the risk exposure of the Group as well as the appropriate
procedures, controls and risk limits. Finance identifies, evaluates and hedges financial risks where appropriate. Finance reports to the
Board on a regular basis.
The Group uses various methods to measure different risk types, including sensitivity analysis for foreign currency risk and aging
analysis for credit risk.
Market risk
Foreign currency risk
The Group operates and trades in three major economic currency regions (Asia Pacific; Europe, Middle East and Africa; and
Americas, including North America and Latin and South Americas); and as a result, exposures to exchange rate fluctuations arise.
These exposures mainly arise from the subscriptions for the Group’s products and to a lesser extent the associated costs relating to
these products. As the Group’s product offerings are typically made on a recurring monthly subscription basis, there is a relatively
high degree of reliability in estimating a proportion of future net cash flow exposures.
In addition to the transactional sale of products, the Group’s investment in both its European and United States subsidiaries, the
Group’s statement of financial position can be affected by movements in both the Euro ('EUR') and United States dollar ('USD')
against the Australian dollar ('AUD'), with a corresponding impact to the foreign currency reserve in equity.
The carrying value of foreign currency denominated cash and cash equivalents are as follows:
United States Dollars (USD)
European Union Euros (EUR)
British Pounds (GBP)
Consolidated
2021
$'000
2022
$'000
18,473
9,652
1,390
10,574
12,530
1,099
29,515
24,203
The Group had cash denominated in foreign currencies of $29.515 million as at 30 June 2022 (2021: $24.203 million). Based on this
exposure, had the Australian dollar weakened or strengthened by 10% against these foreign currencies with all other variables held
constant, the impact to the Group's profit after tax for the year would have been as follows:
Australian dollar weakened by 10%
Australian dollar strengthened by 10%
Consolidated
2021
$'000
306
(306)
2022
$'000
665
(665)
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Notes to the consolidated financial statements
30 June 2022
Note 14. Financial instruments (continued)
The percentage change is the expected overall volatility of the significant currencies, based on management's assessment of
reasonable possible fluctuations. The actual foreign exchange gain for the year ended 30 June 2022 was $0.731 million (30 June
2021: loss of $0.126 million).
Interest rate risk
The Group is not exposed to any significant interest rate risk. As at the reporting date, the Group had the following variable rate cash
and cash equivalents:
Consolidated
Cash at bank
Cash on deposit
Credit risk
Weighted
average
interest rate
%
-
1.13%
2022
2021
Weighted
average
interest rate
%
-
0.49%
Balance
$'000
38,366
30,679
69,045
Balance
$'000
29,030
37,765
66,795
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. 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 risk of the Group mainly arises from cash and cash equivalents and trade and other receivables.
The cash and cash equivalents are placed with major banks in those countries where the Group operates and therefore the credit risk
is minimal.
The Group’s trade receivables credit risk is spread broadly across automotive manufacturers, distributors and dealerships. Receivable
balances are continually monitored with the result that the Group's exposure to bad debts is not significant. As the products typically
have a monthly life cycle with relatively low subscription prices, the concentration of credit risk is relatively low with the exception of
automotive manufacturers.
Since the Group trades only with recognised third parties, collateral is not requested nor is it the Group’s policy to securitise its trade
and other receivables. The aging analysis as disclosed in note 7 shows that majority of the Group’s trade receivables are within the
normal credit term and the receivables impairment loss is immaterial.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through the use
of the provisions matrix for credit loss provisioning. These provisions are considered representative across all customers of the Group
based on recent sales experience, historical collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include the failure of
a debtor to engage in a repayment plan and a failure to make contractual payments for a period greater than 1 year even with active
debt collection activities.
Liquidity risk
Liquidity risk is the risk of not being able to meet payment obligations as and when they are due and payable. The Group’s exposure
to liquidity risk is minimal given the relative strength of the statement of financial position and cash flows from operations. Given the
nature of the Group’s operations and no borrowings, the Group does not have fixed or contractual payments at the reporting date
other than leases and earnout consideration.
The contractual maturity of the Group’s financial liabilities are as stated in the statement of financial position and are less than 60
days.
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Notes to the consolidated financial statements
30 June 2022
Note 14. Financial instruments (continued)
The Group’s financial instruments exposed to interest rate and liquidity risk are:
●
●
●
●
cash and cash equivalents, minimal exposure to interest rate risk;
lease liabilities are interest bearing, there is no exposure to interest rate risk on the basis that the interest rate is fixed and the
remaining contractual maturities of leases including principal and interest payments are:
Not later than one year
Later than one year, but not later than 5 years
Later than 5 years
Consolidated
2021
$'000
2022
$'000
2,148
3,880
226
6,254
2,670
4,900
1,005
8,575
trade and other receivables and trade and other payables are non-interest bearing and with credit terms of 30 to 60 days; and
as at 30 June 2022, the Group has a total of cash and cash equivalents and trade and other receivables of $80.993 million (2021:
$78.453 million) to meet its future cash outflows of trade and other payables of $5.557 million (2021: $5.133 million) when due for
payment.
Note 15. Contingencies and commitments
The Group has given guarantees in respect of the performance of contracts entered into in the ordinary course of business. The
amount of these guarantees provided by the Group, for which no amounts are recognised in the consolidated financial statements as
at 30 June 2022 was $1.219 million (2021: $1.208 million).
Note 16. Events after the reporting period
No matter or circumstance has arisen since 30 June 2022 that has significantly affected, or may significantly affect the Group's
operations, the results of those operations, or the Group's state of affairs in future financial years.
Note 17. Business combinations
17(a). Acquisition of SimplePart - For the year ended 30 June 2021
On 31 May 2021, the Group acquired 100% of the equity in SimplePart, LLC ("SimplePart"). SimplePart is a market leader in digital
aftersales providing online parts, accessories and service e-commerce solutions that enable automakers and dealers to sell directly to
consumers. The addition of SimplePart complements Infomedia’s aftersales SaaS platform; enabling Infomedia to offer aftersales e-
commerce solutions to its global customers.
As at 30 June 2022, the acquisition of SimplePart has been finalised and there were no changes to the provisional purchase price
accounting disclosed as at 30 June 2021. All of the goodwill is deductible for tax purposes in the USA over 15 years. The acquired
goodwill is attributable mainly to the skills and technical talent of the workforce, the synergies expected to be achieved from
integrating SimplePart into the Group, and intangible assets that do not qualify for separate recognition.
Pursuant to the Members Interest Purchase Agreement, escrow of $7.980 million (USD $6.000 million) and a maximum earnout of
$27.267 million (USD $20.500 million) may be settled based on future years' actual financial performance of the acquired business
determined on contractual terms. A key condition of the earnout is that the seller remains employed by Infomedia over the three year
earnout period, and therefore both the escrow and earnout has been recognised as employee remuneration by the Group.
For the period from 1 June 2021 to 30 June 2021, SimplePart contributed revenue of $1.306 million and profit before tax ('PBT') of
$0.154 million to the Group.
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Notes to the consolidated financial statements
30 June 2022
Note 17. Business combinations (continued)
The final purchase price accounting is as follows:
Cash and cash equivalents
Trade and other receivables
Other current assets
Property, plant and equipment
Identifiable intangible assets – software systems
Identifiable intangible assets – customer relationships
Identifiable intangible assets – royalty-free license
Identifiable intangible assets – brand names
Trade and other payables
Deferred revenue
Other current liabilities
Net assets acquired
Goodwill
Acquisition-date fair value of the total consideration transferred
Representing:
Cash paid to vendor
Acquisition-date value of the total consideration transferred
Acquisition costs expensed to profit or loss
Accounting policy for business combinations
Fair value
$'000
1,376
2,812
282
409
12,885
1,995
298
137
(716)
(1,717)
(69)
17,692
5,997
23,689
23,689
23,689
902
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other
assets are acquired.
The consideration 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 Group assesses the financial assets acquired and liabilities assumed for appropriate
classification and designation in accordance with the contractual terms, economic conditions, the Group's operating or accounting
policies and other pertinent conditions in existence at the acquisition-date.
Arrangements for contingent payments to selling shareholders are recognised as remuneration for post-combination services where
the employment of the selling shareholder is a condition precedent for the earn-out to be earned. A liability is raised on a monthly
basis for the expected contingent payments that will occur at the end of an earnout period. They are accrued equally over the term, if
the payments are forfeited on termination of employment of the selling shareholders, the liability is released to the profit and loss.
Liabilities for remuneration benefits expected to be settled wholly within 12 months of the reporting date are measured at the amounts
expected to be paid when the liabilities are settled. Liabilities for remuneration benefits not expected to be settled within 12 months of
the reporting date are measured at the present value of expected future payments to be made in respect of services provided by
employees up to the reporting date.
Arrangements for contingent payments to selling shareholders where there are no conditions precedent related to the employment of
selling shareholders are recognised as contingent consideration at the acquisition-date fair value. Subsequent changes in the fair
value of the contingent consideration classified as a liability are recognised in profit or loss. Contingent consideration classified as
equity is not remeasured and its subsequent settlement is accounted for within equity.
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Notes to the consolidated financial statements
30 June 2022
Note 17. Business combinations (continued)
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the
acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the acquiree is
recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value of the identifiable net
assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly in profit or loss by the
acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the
acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional amounts
recognised and also recognises additional assets or liabilities during the measurement period, based on new information obtained
about the facts and circumstances that existed at the acquisition-date. The measurement period ends on either the earlier of (i) 12
months from the date of the acquisition or (ii) when the acquirer receives all the information possible to determine fair value.
17(b). Re-assessment of Nidasu contingent consideration - For the year ended 30 June 2021
During the financial year ended 30 June 2021, the Group undertook a re-assessment of its accounting treatment of Nidasu, a
business combination the Group made in 2019, specifically in relation to the accounting treatment of the earnout payable to the selling
shareholders who remained employed in the Group. Management concluded that, in accordance with AASB 3 Business
Combinations paragraph B55(a), the earnout under the accounting standards is considered to be a post-employment benefit that
should be accounted for as employee benefit expense rather than as contingent consideration payable for the acquired business.
This re-assessment was not considered to have a material impact on key metrics including net assets and profit before income tax
expense in the prior period, and consequently the correction of this error has been accounted for in the financial year ended 30 June
2021 and no restatement has been made in respect of prior periods in accordance with the requirements of AASB 108 Accounting
Policies, Changes in Accounting Estimates and Errors.
Accordingly, the contingent consideration liability and the related impact on goodwill and associated deferred tax benefit that were
recognised at 30 June 2020 were derecognised net of the employee benefits expense that should have been recognised previously.
The cumulative impact of correcting this error in the prior year is to de-recognise in the statement of financial position:
●
●
the acquired goodwill by $3.893 million; and
the contingent consideration liability of $3.749 million, which was offset by the recognition of the employee remuneration accrual
of $1.324 million, a net reversal of $2.425 million.
The net impact of the correction relating to the year ended 30 June 2020 in the statement of profit or loss and other comprehensive
income for the year ended 30 June 2021 is reflected in employee benefits expenses and impairment expense and derecognition of
goodwill expense.
This adjustment has also impacted the classification of payments made relating to these earnouts in the statement of cash flows
which has been disclosed as operating activities rather than investing activities.
Note 18. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described at the end of each relevant notes:
Name
IFM Europe Limited
IFM Americas Inc.
IFM China (WOFE)
Nidasu Pty Limited
SimplePart, LLC
IFM Deutschland GmbH
Infomedia Ltd is the ultimate parent entity of the Group.
Principal place of business /
Country of incorporation
United Kingdom
USA
China
Australia
USA
Germany
Ownership interest
2022
2021
%
%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
100%
-
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Notes to the consolidated financial statements
30 June 2022
Note 18. Interests in subsidiaries (continued)
Transactions with related parties
There were no transactions with related parties during the current or previous financial year.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Note 19. Share-based remuneration
The ultimate objective of share-based remuneration is to incentivise and align executives with delivery of long-term shareholder
value. Long term incentives (LTIs), with appropriate performance hurdles, align participants to the longer-term strategies, goals and
objectives of the Group, and provide greater incentive for senior employees to have broader involvement and participation in the
Group beyond their immediate role. Equity participation also assists the Group to attract and retain skilled and experienced senior
employees.
The obligations under share-based payment arrangements are settled by either issuing new ordinary shares in the Company or
acquiring ordinary shares of the Company on market. Alternatively, the Board retains a discretion to settle the arrangements by cash
in appropriate circumstances. The arrangements are governed by the terms of the Company’s Equity Plan Rules.
Trading in the Company’s ordinary shares awarded under the share-based remuneration arrangements is governed by the
Company’s Securities Trading Policy. The policy restricts employees from trading in the Company’s shares when they are in a
position to be aware, or are aware, of price sensitive information. Certain employees designated by the Company are restricted from
trading shares outside a defined set of three trading windows per annum which coincide with the Company’s half and full year
reporting, and the Annual General Meeting. Trading outside these specified windows is prohibited unless Board express approval is
obtained.
Executive incentive plan
The Executive Incentive Plan ('the Plan') forms an integral part of the Group’s remuneration policy.
The Group provides eligible employees (including key management personnel but excluding non-executive directors) with the
opportunity to receive short-term incentives in the form of annual cash bonuses and the following long-term and retention incentives in
the form of the following share based payments:
1.
2.
3.
Performance Rights (PRs)
Share Appreciation Rights (SARs)
Equity Bonus Plan Rights (EBPRs)
Note
19a.
19b.
19c.
The Board, based on recommendations from the Remuneration, People and Culture Committee, approves the participation of each
individual ('participant') in the Plan. All LTIs are issued by the Company.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 19. Share-based remuneration (continued)
19a. Performance Rights (PRs)
General terms of PRs currently issued:
The Board approves the issue of PRs to eligible employees. The following general terms relate to PRs currently on issue:
●
●
●
●
●
●
●
●
PRs are granted for nil consideration;
PR vesting conditions are not market related and are conditional on meeting performance hurdles described below;
Eligible employees must remain employed at any relevant vesting and/or exercise date, subject to limited exceptions contained in
the Plan rules;
For PRs issued prior to 2019, participants do not receive dividends until the PRs are exercised and converted into shares. PRs
issued from 2019 onward do not receive dividends, however they carry a right to receive additional shares upon vesting, equivalent
to the value of dividends paid between the grant date and vesting date;
No voting rights are attached to PRs until they are exercised and converted into fully paid ordinary shares;
The Board determines the number of PRs to vest based on the outcome of the performance hurdles;
Upon vesting, each PR converts into one Infomedia ordinary share for nil consideration upon exercise by participants; and
If the vesting conditions are not met, the the Rights automatically lapse.
The following performance hurdles and vesting scales apply to the outstanding Rights on issue during the financial year:
Rights granted during the financial year ended 30 June 2018
●
●
●
●
●
●
Testing date: 1 October 2020;
Rights will be tested for vesting on the testing date. Any unvested Rights will lapse;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY17 EPS;
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 25%; Between 10% and 15% CAGR: straight line pro-rata vesting between
25%-100%; At or above 15% CAGR: 100%; and
The Board has elected to apply discretion in determining the vesting outcome to exclude non-trade income & expenses and the
shares issues in connection with the Placement and Share Purchase Plan in calculating the three-year EPS CAGR.
All Rights issued in connection with this tranche vested and were exercised on 2 October 2020.
Rights granted during the financial year ended 30 June 2019
●
●
●
●
Testing date: following release of the Company’s audited FY21 results;
Rights will be tested for vesting and any unvested Rights will lapse;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY18 EPS; and
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 25%; Between 10% and 15% CAGR: straight line pro-rata vesting between
25%-100%; At or above 15% CAGR: 100%.
Rights granted during the financial year ended 30 June 2020
●
●
●
●
Testing date: Upon release of the Company’s audited FY22 results;
Rights tested on testing date: 100% - if unvested, Rights lapse. Vested Rights may be exercised up to six years after the grant
date;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY19 EPS; and
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 25%; Between 10% and 15% CAGR: straight line pro-rata vesting between
25%-100%; At or above 15% CAGR: 100%.
Rights granted during the financial year ended 30 June 2021
●
●
●
●
Testing date: Upon release of the Company’s audited FY23 results;
Rights tested on testing date: 100% - if unvested, Rights lapse. Vested Rights may be exercised up to six years after the grant
date;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY20 EPS; and
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 50%; Between 10% and 15% CAGR: straight line pro-rata vesting between
50%-100%; At or above 15% CAGR: 100%.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 19. Share-based remuneration (continued)
Rights granted during the financial year ended 30 June 2022
●
●
●
●
Testing date: upon release of the Company's audited FY24 results;
Rights tested on testing date: 100% - if unvested, Rights lapse. Vested Rights may be exercised up to four years after the grant
date;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY21 EPS, adjusted for non-trading items; and
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 25%; Between 10% and 15% CAGR: straight line pro-rata vesting between
25%-100%; At or above 15% CAGR: 100%.
Movement in number of issued PRs
The fair value of the Rights is estimated as at the grant date by reference to the share price in accordance with the applicable
accounting standard (AASB 2 Share-Based Payments).
The following information relates to the Rights issued under the Plan:
2022
Grant date
Expiry date
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
26-Nov-18
15-Nov-19
29-Mar-21
21-Dec-21
2021
1-Oct-21
14-Nov-25
28-Mar-27
20-Dec-25
$1.00
$2.09
$1.51
$1.33
876,072
61,997
192,634
-
-
-
-
540,061
1,130,703
540,061
-
-
-
-
-
Grant date
Expiry date
4-Oct-17
26-Nov-18
15-Nov-19
29-Mar-21
1-Oct-20
1-Oct-21
14-Nov-25
28-Mar-27
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
$0.67
$1.00
$2.09
$1.51
882,578
876,072
61,997
-
-
-
-
192,634
(759,758)
-
-
-
Balance at
the end of
the year
-
54,993
192,634
540,061
Lapsed
(876,072)
(7,004)
-
-
(883,076)
787,688
Balance at
the end of
the year
-
876,072
61,997
192,634
Lapsed
(122,820)
-
-
-
During the year ended 30 June 2022, nil PRs vested and were exercised (2021: 759,758). The value attributable to these PRs at
vesting was $1.59 per PR during the year ended 30 June 2021. The value represents the blended variable weighted average price of
Infomedia shares in the four weeks from the vesting dates.
1,820,647
192,634
(759,758)
(122,820)
1,130,703
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 19. Share-based remuneration (continued)
19b. Share Appreciation Rights (SARs)
The Board approves the issue of SARs to eligible employees. The following general terms relate to SARs currently on issue:
●
●
●
●
●
●
●
●
SARs reward eligible employees for the growth in the Company's share price between the date of grant and the date of exercise;
SARs are granted for nil issue consideration;
SARs are tested over a three-year performance period and vest proportionally based on the relevant vesting and performance
criteria for each grant;
Vested SARs may be exercised up to a specified number of years after the grant date;
SARs which do not vest on the relevant testing date automatically lapse;
Upon exercise, the recipient is entitled to receive, for nil consideration, fully paid ordinary shares in Infomedia which are equivalent
to the growth in Infomedia’s share price over the ‘Reference Price’ calculated for that particular grant, multiplied by the number of
vested SARs. The share price must exceed the Reference Price at the time of exercise;
The ‘Reference Price’ is determined by calculating the variable weighted average share price of Infomedia shares over a Board
specified period, following the release of the Company's Annual Results (as applicable in the relevant year the SARs are issued);
and
Eligible employees must remain employed at any relevant vesting date, subject to limited exceptions contained in the Plan rules.
SARs granted during the financial year ended 30 June 2020
●
●
●
●
●
●
Grant date: 15 November 2019;
Testing date: Upon release of the Company’s audited FY22 results;
Vested SARs may be exercised up to six years after the grant date;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY19 EPS;
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 25%; Between 10% and 15% CAGR: straight line pro-rata vesting between
25%-100%; At or above 15% CAGR: 100%; and
Each vested SAR entitles the Executive KMP to receive the benefit of share price growth over the period between grant and
exercise. Upon exercise Executive KMP receive such number of Shares as determined by the following calculation:
( (SAR End Price - Reference Price)
X Number of SARs )
SAR End Price
= Number of Shares Vested
Where:
●
●
SAR End Price means the 5-day Volume Weighted Average Price of the Company’s shares up to the day of exercise; and
Reference Price means the 10-day VWAP calculation on the Company’s share price following release of the FY19 results. The
Reference Price in relation to SARs issued in 2019 was $2.1415.
SARs granted during the financial year ended 30 June 2021
●
●
●
●
●
●
Grant date: 29 March 2021;
Testing date: Upon release of the Company’s audited FY23 results;
Vested SARs may be exercised up to six years after the grant date;
Performance hurdle: CAGR target: Compound EPS Growth percentage above FY20 EPS;
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 50%; Between 10% and 15% CAGR: straight line pro-rata vesting between
50%-100%; At or above 15% CAGR: 100%; and
Each vested SAR entitles the Executive KMP to receive the benefit of share price growth over the period between grant and
exercise. Upon exercise Executive KMP receive such number of Shares as determined by the following calculation:
( (SAR End Price - Reference Price)
X Number of SARs )
SAR End Price
= Number of Shares Vested
Where:
●
●
SAR End Price means the 5-day Volume Weighted Average Price of the Company’s shares up to the day of exercise; and;
Reference Price means the 10-day VWAP calculation on the Company’s share price following release of the FY20 results. The
Reference Price in relation to SARs issued in 2020 was $1.6758.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 19. Share-based remuneration (continued)
SARs granted during the financial year ended 30 June 2022
●
●
●
●
●
●
Grant date: 21 December 2021;
Testing date: upon release of the Company's audited FY24 results;
Vested SARs may be exercised up to four years after the grant date;
Vesting scale: Below 10% CAGR: Nil; At 10% CAGR: 25%; Between 10% and 15% CAGR: straight line pro-rata vesting between
25%-100%; At or above 15% CAGR: 100%;
If revenue growth at the end of the performance period meets or exceeds 20% CAGR, an additional award of Shares will be
allocated at vesting, equivalent to 50% of the shares awarded on conversion of the SARs; and
Each vested SAR entitles the Executive KMP to receive the benefit of share price growth over the period between grant and
exercise. Upon exercise Executive KMP receive such number of Shares as determined by the following calculation:
( (SAR End Price - Reference Price)
X Number of SARs )
= Number of Shares Vested + Outperformance Award
SAR End Price
Where:
●
●
SAR End Price means the 5-day Volume Weighted Average Price (VWAP) of the Company's Shares up to the day of exercise;
and
Reference Price means the 20 day VWAP calculation on the Company's Share price up to and including 30 June 2021. The
Reference Price for the FY22 allocation is $1.465.
The fair value estimate of the SARs granted under the Plan at the grant date is based on the Cox-Ross-Rubinstein binomial lattice
valuation methodology taking into account the term and conditions upon which the SARs were granted.
The estimated value inputs and assumptions used are listed in the table below:
Assumptions
2022
2021
Reference price
Share price
Grant date
Vesting date
Term
Risk-free rate of interest
Dividend yield
Volatility
$1.4650
$1.45
21 December 2021
30 June 2024
3.4 years
1.05%
3.4%
38%
$1.6758
$1.51
29 March 2021
30 June 2023
5.45 years
0.82%
2.85%
39.61%
The risk-free rate of interest represents the 3.4-year (2021: 5.45-year) zero-coupon interest rate yield at the grant date. Expected
volatility was determined by calculating the annualised standard deviation of the log change in the daily close price of Infomedia's
shares over 6 years.
The following information relates to the SARs issued under the Plan.
2022
Grant date
Expiry date
15-Nov-19
29-Mar-21
21-Dec-21
14-Nov-25
28-Mar-27
20-Dec-25
Fair value
per SAR at
grant date
Balance at
the start of
the year
Granted Exercised
Lapsed
Balance at
the end of
the year
$0.65
$0.40
$0.32
2,418,182
2,986,198
-
-
-
2,109,843
5,404,380
2,109,843
-
-
-
-
(1,282,607)
(1,673,076)
-
1,135,575
1,313,122
2,109,843
(2,955,683)
4,558,540
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 19. Share-based remuneration (continued)
2021
Grant date
Expiry date
Fair value
per SAR at
grant date
Balance at
the start of
the year
Granted Exercised
Lapsed
Balance at
the
end of the
year
15-Nov-19
29-Mar-21
14-Nov-25
28-Mar-27
$0.65
$0.40
2,418,182
-
-
2,986,198
2,418,182
2,986,198
-
-
-
-
-
-
2,418,182
2,986,198
5,404,380
19c. Equity Bonus Plan Rights (EBPRs)
General terms of EBPRs currently issued:
The Board approves the issue of EBPRs to eligible employees. The following general terms relate to EBPRs currently on issue:
●
●
●
●
EBPRs are granted and exercised for nil consideration;
EBPRs expire by a specified date. All unexercised EBPRs automatically lapse and are forfeited after the specified date;
Upon vesting and exercise each EBPR converts into one full paid ordinary share per EBPR; and
Eligible employees must remain employed by the Company at any exercise date. No other performance hurdles apply.
EBPRs issued under the Plan
2022
Grant date
Vesting date
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed
20-Dec-21
21-Dec-21
21-Dec-21
21-Dec-21
21-Dec-21
23-Mar-22
23-Mar-22
1-Dec-23
31-Mar-22
1-Jul-22
31-Dec-22
1-Jul-23
30-Jun-23
31-Dec-23
$1.37
$1.63
$1.62
$1.59
$1.56
$1.40
$1.38
-
-
-
-
-
-
-
-
459,130
204,181
34,130
204,181
34,130
51,195
51,195
1,038,142
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at
the end of
the year
459,130
204,181
34,130
204,181
34,130
51,195
51,195
1,038,142
Accounting policy for share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, options over shares or rights that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions is measured at fair value on grant date. Fair value is independently determined using a pricing
model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and
expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option,
together with non-vesting conditions that do not determine whether the Group receives the services that entitle the employees to
receive payment. No other vesting conditions have been taken into account.
The cost of equity-settled transactions is recognised as an expense with a corresponding increase in equity over the vesting period.
The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number
of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is
the cumulative amount calculated at each reporting date less amounts already recognised in previous periods.
The total impact for the period arising from equity settled share-based payment transactions is included in note 4.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 20. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Profit after income tax benefit/(expense) for the year
Adjustments for:
Depreciation, amortisation and impairment
Share-based payments
Foreign exchange differences
Revaluation of earnout
Disposal of subsidiary
Share-based earnout payment
Promissory note forgiven
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
Decrease/(increase) in other assets
Increase in contract assets
Decrease/(increase) in income tax receivable
Increase in deferred tax assets
Increase in trade and other payables
(Decrease)/increase in contract liabilities
Increase/(decrease) in provision for income tax
(Decrease)/increase in deferred tax liabilities
Increase in employee benefits
Decrease in contingent consideration
Consolidated
2021
$'000
2022
$'000
8,233
15,969
31,745
1,229
(674)
-
(11)
-
-
(290)
2,832
(508)
579
(2,173)
424
(760)
7
(1,799)
6,004
-
27,191
(1,072)
(282)
(2,425)
-
398
(780)
397
(1,709)
(902)
(2,188)
(351)
1,379
1,504
(3,149)
2,476
2,216
(1,324)
Net cash from operating activities
44,838
37,348
Non-cash investing and financing activities
None during the year ended 30 June 2022 (None during the year ended 30 June 2021).
Changes in liabilities arising from financing activities
Consolidated
Balance at 1 July 2020
Net cash used in financing activities
Forgiveness of promissory note
Acquisition of leases
Termination of leases
Exchange rate impact
Balance at 30 June 2021
Net cash from financing activities
Acquisition of leases
Exchange rate impact
Balance at 30 June 2022
Lease
liabilities
$'000
Promissory
Note
$'000
5,025
(1,816)
-
5,527
(218)
57
8,575
(2,691)
6
364
6,254
847
-
(780)
-
-
(67)
-
-
-
-
-
Total
$'000
5,872
(1,816)
(780)
5,527
(218)
(10)
8,575
(2,691)
6
364
6,254
65
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 21. Key management personnel disclosures
Compensation
The aggregate compensation made to directors and other members of key management personnel of the Group is set out below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Share-based payments
Note 22. Parent entity information
Statement of profit or loss and other comprehensive income
Profit after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued share capital
Share-based payments reserve
Retained profits
Total equity
Contingent liabilities
Consolidated
2021
$
2022
$
1,828,163
101,952
-
203,873
1,790,092
93,939
23,254
-
2,133,988
1,907,285
2022
$'000
Parent
2021
$'000
8,282
12,182
8,282
12,182
2022
$'000
Parent
2021
$'000
66,612
71,895
166,840
180,690
18,959
16,828
31,179
36,100
105,196
1,203
29,262
105,196
-
39,394
135,661
144,590
Other than the guarantees below and future earnout payments in line with the Members Interest Purchase Agreement in relation to
the acquisition of SimplePart, there were no unrecognised contingent liabilities as at 30 June 2022 and 30 June 2021.
The parent entity has given guarantees in respect of the performance of contracts entered into in the ordinary course of business. The
amount of these guarantees provided by the parent, for which no amounts are recognised in the consolidated financial statements as
at 30 June 2022 was $1.060 million (2021: $1.060 million) relating to the lease commitments on its corporate headquarters and other
premises.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 22. Parent entity information (continued)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity guarantees IFM Americas Inc's obligations under the Members Interest Agreement in relation to the acquisition of
SimplePart.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2022 and 30 June 2021.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 24, except for the following:
●
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Dividends received from subsidiaries are recognised as other income by the parent entity and its receipt may be an indicator of
an impairment of the investment.
Note 23. Remuneration of auditors
During the financial year the following fees were paid or payable for services provided by Deloitte, the auditor of the Company, and
unrelated firms:
Deloitte and related network firms
Audit or review of financial reports:
- Group base fee
- Group other fees
Other services:
- Tax consulting services
- IT consulting services
- M&A due diligence services for SimplePart LLC acquisition
Other auditors and their related network firms
Audit or review of financial reports:
- Subsidiaries
Other services:
- Tax consulting services
Consolidated
2021
$
2022
$
300,000
-
300,000
-
40,000
-
40,000
255,000
82,250
337,250
23,375
-
244,814
268,189
340,000
605,439
24,550
25,718
4,402
4,356
28,952
30,074
67
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 24. Basis of preparation and other accounting policies
Infomedia Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal
place of business is:
3 Minna Close
Belrose, Sydney NSW 2085
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of
the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 26 August 2022. The directors
have the power to amend and reissue the financial statements.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for-
profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board.
The accounting policies adopted in the preparation of the financial statements have been consistently applied to all the years
presented, unless otherwise stated.
The financial statements are presented in Australian dollars, which is Infomedia Ltd's functional and presentation currency.
Effective 1 July 2021, the Group changed its accounting policy with respect to how it presents its consolidated statement of profit or
loss and other comprehensive income, specifically the classification of operating expenses has changed from being presented by
function to nature. This was done on the basis that the new classification allows the Group to provide more useful information to the
users of the Group's financial statements.
Presentation of reportable segment information in note 1 has changed in line with this.
Impact of the initial application of other new and amended Australian Accounting Standards that are effective and applicable
for the current year
In the current year, the Group has applied all amendments to Australian Accounting Standards and Interpretations issued by the
Board that are effective for an annual period that begins on or after 1 July 2021. Their adoption has not had any material impact on
the disclosures or on the amounts reported in these financial statements.
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, financial assets and
liabilities at fair value through profit or loss.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Infomedia as at 30 June 2022 and the
results of all subsidiaries for the year then ended.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
Reclassification of comparatives
Certain comparatives have been reclassified to align with current year presentation. These reclassifications have not impacted the net
profit after tax, basic earnings per share, diluted earnings per share, net assets or net cash flows of the Group.
Rounding of amounts
The Company is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by
the Australian Securities and Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in
accordance with that Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 24. Basis of preparation and other accounting policies (continued)
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid
investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are
unsecured and are usually paid within 30 days of recognition.
Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal
operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period;
or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after
the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for
the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the
settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.
Deferred tax assets and liabilities are always classified as non-current.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business model
whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial asset
represent contractual cash flows that are solely payments of principal and interest.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or
fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's assessment at
the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition,
based on reasonable and supportable information that is available, without undue cost or effort to obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss
allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event
that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit
risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected
credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of
the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in
other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the
asset's carrying value with a corresponding expense through profit or loss.
Reserves
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees as part of their remuneration.
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FY22 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2022
Note 24. Basis of preparation and other accounting policies (continued)
New Accounting Standards and Interpretations not yet mandatory or early adopted
At the date of authorisation of these financial statements, the Group has not applied the following new and revised
Australian Accounting Standards and Interpretations that have been issued but are not yet effective and may have an
impact on the Group:
AASB 10 and AASB 128
(amendments)
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
Amendments to AASB 101
Classification of Liabilities as Current or Non-current
Amendments to AASB 3
Reference to the Conceptual Framework
Amendments to AASB 137
Onerous Contracts – Cost of Fulfilling a Contract
Annual Improvements to IFRS
Standards 2018-2020 Cycle
Amendments to AASB 1 First-time Adoption of International Financial Reporting
Standards, AASB 9 Financial Instruments, and AASB 16 Leases
Amendments to AASB 101 and AASB
Practice Statement 2
Disclosure of Accounting Policies
Amendments to AASB 108
Definition of Accounting Estimates
Amendments to AASB 112
Deferred Tax related to Assets and Liabilities arising from a Single Transaction
The directors are assessing the impact of the adoption of the Standards listed above and the potential impact on the financial
statements of the Group in future periods.
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FY22 Financial Report
Infomedia Ltd
Directors' declaration
30 June 2022
In the directors' opinion:
a)
b)
c)
in the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable;
in the directors' opinion, the attached financial statements are in compliance with International Financial Reporting Standards as
issued by the International Accounting Standards Board as described in note 24 to the financial statements;
in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001,
including compliance with accounting standards and giving a true and fair view of the financial position and performance of the
consolidated entity; and
d)
the directors have been given the declarations required by s.295A of the Corporations Act 2001.
Signed in accordance with a resolution of directors made pursuant to section 295(5) of the Corporations Act 2001.
On behalf of the directors
___________________________
Bart Vogel
Chairman
26 August 2022
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71
Deloitte Touche Tohmatsu
A.B.N. 74 490 121 060
Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
Tel: +61 (0) 2 9322 7000
www.deloitte.com.au
IInnddeeppeennddeenntt AAuuddiittoorr’’ss RReeppoorrtt ttoo tthhee mmeemmbbeerrss ooff IInnffoommeeddiiaa LLttdd
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Infomedia Ltd (the “Company”) and its subsidiaries (the “Group”) which
comprises the consolidated statement of financial position as at 30 June 2022, the consolidated statement of
profit or loss and other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
•
•
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its financial
performance for the year then ended; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are
relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
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 for 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.
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Asia Pacific Limited and the Deloitte organisation.
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80
KKeeyy AAuuddiitt MMaatttteerr
CCaappiittaalliisseedd llaabboouurr ddeevveellooppmmeenntt ccoossttss
As at 30 June 2022, the Group’s carrying value of
software development costs
product and
capitalised as
intangibles totalled $51.2m of
which $22.3m is attributable to capitalisation in
the current financial year as disclosed in Note 6.
Judgement is involved in determining the
quantum of labour costs directly attributable to
develop the Group’s product suite and software.
HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy AAuuddiitt
MMaatttteerr
•
Our procedures included, but were not limited to:
Enquired with Project Managers involved in
product development to understand and assess
the basis and rationale for capitalising labour costs
associated with key projects;
•
•
•
•
Tested on a sample basis, capitalised labour costs
through reviewing timesheets and held discussions
with staff members outside the finance
department;
Assessed whether all eligible employees are
included, and ineligible employees are excluded in
the calculations, where appropriate;
Challenged management’s key assumptions in the
labour capitalisation calculation through sensitivity
analysis; and
Tested the mathematical accuracy of
management’s labour capitalisation schedule.
We also assessed the appropriateness of the disclosure in
Note 6 to the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 30 June 2022. but does not include the financial report
and our auditor’s report thereon.
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.
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81
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit. We also:
•
•
•
•
•
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to
the related disclosures in the financial report or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the disclosures,
and whether the financial report represents the underlying transactions and events in a manner that
achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the Group financial report. We are
responsible for the direction, supervision and performance of the Group’s audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
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From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 8 to 22 the Directors’ Report for the year ended 30
June 2022.
In our opinion, the Remuneration Report of Infomedia Ltd, for the year ended 30 June 2022, 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.
DELOITTE TOUCHE TOHMATSU
Pooja Patel
Partner
Chartered Accountants
Sydney, 26 August 2022
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83
Shareholder Information
Shareholder information as of 23 September 2022
The following additional information is presented in compliance with ASX Listing Rules 4.10 (as relevant). The information is
current as of 23 September 2022.
1. Number of shareholders, distribution of quoted equity securities and unmarketable parcels
Range
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Total
Unmarketable Parcels
2. Top 20 Registered Shareholders
Rank
Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
BELL POTTER NOMINEES LTD
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMS PTY LTD
BNP PARIBAS NOMINEES PTY LTD
MIRRABOOKA INVESTMENTS LIMITED
UBS NOMINEES PTY LTD
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
INVIA CUSTODIAN PTY LIMITED
CITICORP NOMINEES PTY LIMITED
NEWECONOMY COM AU NOMINEES PTY LIMITED
MR RICHARD LEON
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
POWERWRAP LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
GOTTERDAMERUNG PTY LIMITED
MR PETER ALEXANDER BROWN
20
JONATHAN LEONARD SCHARRER
Securities
%
No. of holders
324,687,088
86.40
36,064,527
7,660,694
6,533,963
840,728
9.60
2.04
1.74
0.22
101
1,287
984
2,471
1,544
%
1.58
20.15
15.41
38.69
24.17
375,787,000
100.00
6,387
100.00
101,350
0.03
537
8.41
23 Sep 2022
108,282,811
60,458,062
48,838,415
16,978,884
12,174,770
11,337,334
11,294,688
5,808,818
5,239,562
4,055,066
3,649,841
2,986,208
2,895,465
2,756,302
2,260,749
2,078,396
1,771,347
1,501,681
1,350,000
1,011,886
%IC
28.81
16.09
13.00
4.52
3.24
3.02
3.01
1.55
1.39
1.08
0.97
0.79
0.77
0.73
0.60
0.55
0.47
0.40
0.36
0.27
Total
306,730,285
Balance of register
69,056,715
81.62
18.38
Grand total
375,787,000
100.00
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Shareholder Information
3. Substantial shareholders
The share balances in this table are extracted from substantial shareholder notices received by the Company.
Rank
Shareholder
1
2
TA Associates Cayman, Ltd. and its controlled and/or related entities including
TA Associates Management, L.P., TA Universal Investment Holdings Ltd,
BetaShares Financial Group Pty Ltd and Russell Investments Group, Ltd and
Viburnum Funds Pty Ltd ACN 126 348 990 and its respective associates
Selector Funds Management Limited ACN 102 756 347
38,341,873
Number of
shares
Voting
Power
Date of last notice
72,913,041
19.4%
17 May 2022
10.2%
29.6%
10 December 2021
Total
4. Unquoted Equity Securities
Unquoted Share Appreciation Rights
Number on issue
Number of holders
Employees
Directors
Unquoted Performance Rights
Employees
Directors
Unquoted Performance Rights / Restricted Stock Units (Equity Bonus Plan)
Employees
Directors
5. Escrowed Securities
Nil.
6. Voting rights
3,089,890
-
664,888
-
725,185
-
15
-
15
-
43
-
Fully Paid Ordinary Shares: On a show of hands every member present at a meeting in person or by proxy shall have one vote
and upon a poll shall have one vote for each share represented.
Unquoted Share Appreciation Rights and Performance Rights: No voting rights apply unless and until the unquoted securities
are converted to Fully Paid Ordinary Shares.
7. Share buy-back
Infomedia Ltd does not have a current on-market buy-back in operation.
8. Shares purchased on-market
During the reporting period no shares were purchased on-market to satisfy vested share options or performance rights
granted in connection with employee incentive schemes. Shares.
9. Corporate Governance Statement
Infomedia’s 2022 Corporate Governance Statement may be found by visiting http://www.infomedia.com.au/governance
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infomedia.com.au 85
Additional Information
Corporate Directory
INFOMEDIA LTD (ASX:IFM)
ABN 63 003 326 243
DIRECTORS
Bart Vogel – Non-Executive Chairman
Jens Monsees – CEO & Managing Director
Kim Anderson
Jim Hassell
Anne O’Driscoll
COMPANY SECRETARY
Daniel Wall
CHIEF FINANCIAL OFFICER
Gareth Turner
REGISTERED OFFICE
Address
3 Minna Close
Belrose Sydney NSW 2085
Telephone
+61 2 9454 1500
Website
www.infomedia.com.au
SHARE REGISTRY
Link Market Services
Level 12, 680 George Street,
Sydney, NSW, 2000
Telephone
+61 1300 554 474
Email
registrars@linkmarketservices.com.au
Website
http://www.linkmarketservices.com.au
AUDITORS
Deloitte Touche Tohmatsu
Grosvenor Place
225 George Street
Sydney NSW 2000
Annual General Meeting 2022
The 2022 Annual General Meeting will be held at Infomedia’s
global headquarters at 3 Minna Close Belrose NSW 2085.
Glossary
APAC
Sales region covering the area of Asia Pacific
Cash EBITDA
Cash earnings; identifies the cash impact of
investing in development costs that are
capitalised: a key internal reporting metric
cps
CRM
DaaS
DMS
EBITDA
EMEA
EV
FY22
MPI
NPAT
NSC
Cents per share
Customer Relationship Management
Data as a Service
Dealer Management System
Earnings before interest, tax, depreciation
and amortisation
Sales region covering the area of Europe,
Middle East and Africa
Electric Vehicles
The financial year from 1 July 2021 to
30 June 2022
Multipoint inspection
Net profit after tax
National Sales Company being a country or
regional distributor for an OEM
OE/OEM
Original Equipment Manufacturer
pcp
ROI
Prior corresponding period
Return on investment
SaaS
Software as a Service
All statements other than statements of historical fact included within this report, including statements regarding future goals and objectives of Infomedia, are
forward-looking statements. Forward-looking statements can be identified by such words as ’looking forward’, ‘anticipate’, ‘believe’, ‘could’, ‘estimate’, ‘expect’, ‘future’,
‘intend’, ‘may’, ‘opportunity’, ‘plan’, ‘potential’, ‘project’, ‘seek’, ‘will’ and other similar words. Future looking statements involve risks and uncertainties. These statements
are based on an assessment of present economic and operating conditions, and based on assumptions and estimations regarding future conditions, events and
actions. Such statements do not guarantee future performance, involve risk, and uncertainty. Factors such as these are beyond the control of the company,
its directors and management and could cause Infomedia’s actual results to differ materially from the results expressed in these statements. The Company does
not give any assurance that the results, performance or achievements expresses or implied by the forward-looking statements contained in this report will actually
occur. Investors are cautioned not to place reliance on these forward-looking statements. Infomedia will where required by applicable law and stock exchange listing
requirements, revise forward-looking statements or publish prospective financial information in the future. Whilst all care has been exercised in the preparation of these
materials they are not warranted as free from error. Investors should rely on the Company’s published statutory accounts when forming any investment decisions.
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