Annual Report
2023
A connected future
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Annual Report2023Empowering the data driven automotive ecosystem Annual Report
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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 2023 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 2023 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 2023 Annual Report. Terms referring ‘the year’, ‘the financial year’ and ‘FY23’ all refer to the 12 months to 30 June 2023.
All references to dollars are in Australian dollars (AUD) unless stated otherwise. Infomedia’s 2023 Directors’ Report and Financial Statements were
authorised for issue by the Board of Directors on 26August 2023. This 2023 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.
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Table of Contents
Contents
A letter from the Chairman
A message from the CEO
Infomedia Ltd Board of Directors
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
FY23 Financial Report
Directors’ Declaration
Independent Auditor’s Report to Infomedia Shareholders
Shareholder Information
Corporate Directory
Glossary
2
6
10
12
17
37
38
79
80
84
86
86
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Annual Report2023Empowering the data driven automotive ecosystem A Letter from the Chairman
Dear fellow shareholder,
I am pleased to report that
Infomedia has achieved 12 years
of consecutive revenue growth.
In 2023 we continued that
growth in all regions and all
products.
FY23 was the first full year for our CEO, Jens Monsees,
and his refreshed leadership team to develop the new
transformation strategy and implement Phase I, with a
focus on changing the operating model to a leaner, more
product focused business. The results reflect the hard work
of the past 12 months, with a notable improvement in the
Underlying Cash EBITDA1 of 14% over the prior year.
Looking back at FY23
The past financial year was characterised by some
important factors.
At a macro level, our customers in the automotive sector
globally enjoyed a rebound in new vehicle sales post Covid
and an acceleration of electric and connected vehicle take
up. This took place despite the headwinds of challenging
economic conditions overall and higher interest rates in our
major markets. Infomedia has responded by working closely
with our customers to serve their needs and anticipate the
data-rich world in which they will be operating.
As we reported at our 2022 AGM, Infomedia was the
target of private equity interest during the year. As a listed
company, we recognise that from time to time bidders will
be interested in our business, and that will sometimes play
out in the public domain. Our leadership team performed
admirably in managing the pressures of the bid process
whilst supporting our customers, developing products and
strengthening our teams.
The business made good progress in cementing the
acquisitions made in earlier years. Infodrive revenue
(underpinned by our Nidasu acquisition) grew by 26% which
included good growth outside APAC. SimplePart made
progress outside its home base in the Americas, and we
have now reached a position where we are able to integrate
our IFM Americas business with SimplePart through the
acceleration of our earnout arrangements.
FY23 financial performance
Recurring Revenue in FY23 increased by 11% to $128.1
million, reflecting growth in all regions and products.
Exit Annual Recurring Revenue2 was $132.3 million, up 7%
from FY22.
Underlying cash EBITDA1 increased by 14% to $28.4 million.
Underlying cash EBITDA1 remains a key financial metric in
assessing performance and value creation for shareholders
as it is independent of the accounting impact of expensing
acquisition earnout payments and the capitalisation of
development costs.
Reported net profit after tax in FY23 was $9.6 million, a 16%
increase to FY22.
The company announced its final dividend of 1.8 cents per
share taking the total dividend for FY23 to 4.0 cents per
share, down from 5.6 cents per share for FY223.
Financial position
Infomedia continues to generate strong cash flow from
operations. In FY23, Underlying Free Cash1 rose by 31%
to $28.9 million.
Infomedia’s strong balance sheet, with $64.9 million cash on
hand at 30 June 2023 and no debt, provides the Company
with flexibility to pursue opportunities to continue our global
expansion organically and through M&A.
Outlook
In FY23, Infomedia successfully executed Phase I of
the transformation strategy. In FY24 we will focus on
strengthening the company’s organic growth profile whilst
driving efficiency and operational excellence.
We will continue to invest to expand globally into new OEM
partnerships, new geographies and M&A opportunities.
The Board believes that Infomedia is well placed to
deliver total revenue in the range of $135 million to
$142 million in FY24.
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 Infomedia’s Operating Segment Note (note 1 to the annual financial report) and are directly reconciled to the company’s
statutory reported IFRS financial information within the Operating Segment Note. Underlying Cash EBITDA performance was driven by one-off growth
in recurring and non-recurring revenues in the period.
2 In constant currency.
3 It is important to note that the FY22 dividend was influenced by the circumstances relating to the bid for the company at the time of the full year results
release in August 2022.
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Annual Report2023Empowering the data driven automotive ecosystem Infomedia has achieved
12 years of consecutive
revenue growth.
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Annual Report2023Empowering the data driven automotive ecosystem A Letter from the Chairman
Board renewal and new CFO
Acknowledgements
In FY23 Infomedia welcomed two new independent non-
executive directors, Edwina Gilbert and Lisa Harker. Edwina
brings a unique combination of successful automotive
dealer leadership and relevant listed company experience.
Lisa brings a long track record in advising boards and
management teams on complex transactions and projects.
Lisa is now Chair of the Audit & Risk Committee after a
successful handover from Anne O’Driscoll who retired from
the board after 9 years.
I want to take this opportunity to thank Anne for her
significant contribution to Infomedia’s financial and risk
disciplines, strategy, and corporate governance during her
long tenure.
We also announced that Chantell Revie has been appointed
as Infomedia’s Chief Financial Officer after having been a
senior finance executive in the company for over 4 years
including Deputy CFO since January 2023. Gareth Turner,
our former CFO, has now moved to the role of Chief
Commercial Officer.
The Infomedia Board recognises the changing macro
conditions our customers have faced in this past year. We
value our partnerships and look forward to supporting you
into the future to drive your business growth.
I would like to thank our CEO Jens Monsees, his leadership
team and our employees around the world for their
dedication and hard work without which the performance in
FY23 would not have been possible.
The Board also expresses its appreciation to our
shareholders for your support over the past year.
Bart Vogel
Chairman
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Annual Report2023Empowering the data driven automotive ecosystem In FY23, Infomedia
successfully executed its
Phase I – Change of the
transformation strategy.
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Annual Report2023Empowering the data driven automotive ecosystem A Message from the CEO
I am pleased to report that in my
first full year at Infomedia we
have successfully completed
Phase I – Change of our
transformation strategy, while
at the same time delivering
a strong result for our
shareholders.
I would like to thank my entire executive team and all our
employees for their support as we continue to drive growth and
improvement in an exciting data-driven automotive ecosystem.
FY23 Highlights
Over the past year we have shifted our focus to recurring
revenue as a key initiative in our Phase I – Change of
our transformation strategy. We arrested the historical
unsustainable cost growth and put in place strong discipline
which resulted in positive leverage.
During the 12 months to 30 June 2023 (FY23), despite
significant disruption due to external bids for the company,
Infomedia continued its recurring revenue growth and
delivered a double digit increase in underlying cash EBITDA1.
Growth was achieved in all regions and products. APAC
continued its multi-year double digit growth trajectory while
the Americas showed good signs of improvement.
Our DaaS division Infodrive made a very strong contribution
by delivering a 26% increase in recurring revenue.
During the year, we further deepened our long-term
relationships with our key OEM partners. We refreshed our
leadership team and welcomed the appointment of Chantell
Revie as our new Chief Financial Officer.
With an exit Annual Recurring Revenue2 of $132m million at
year end, the business entered FY24 with momentum and we
continue to focus on driving recurring revenue and moving
away from one-off revenue.
Key achievements in Phase I – Change
Infomedia has begun shifting to operating as a product-led
and scalable SaaS business. We have put in place a product
roadmap that is consistent with our approach to a data-driven
ecosystem vision for future growth. We launched Microcat Pro
which has received very positive feedback from our customers.
We successfully completed an automation pilot for data
authoring. We continue to foster AI and ML to improve
productivity of our business and unlock further data
opportunities. Good progress has also been made in
reducing IT infrastructure costs, in constant currency.
Integration of SimplePart and IFM Americas has been
accelerated after signing an amended purchase agreement.
During the year we reduced the overall office lease footprint
with new locations in Cambridge England, Detroit USA, and
Sydney Australia providing better transportation options for
our staff.
A hybrid work policy was also implemented to reflect the
dynamic nature of our industry. I am happy to report the staff
retention has improved substantially in the last 12 months.
I am encouraged by the improvement in our key financial
metric, underlying cash EBITDA recurring margin3 to 21%
from 17% in pcp4. This is good evidence that Phase I of our
transformation strategy is delivering positive leverage.
On the back of a strong performance and encouraging
results achieved in our transformation Phase I – Change,
Phase II – Strengthen will involve investment initiatives to
drive future revenue growth, efficiency and operational
excellence and global expansion.
Thank you
I want to personally say thank you to the entire Infomedia team.
We can be proud of what we have achieved together this year
and the momentum we have created into financial year 2024.
I want to thank our shareholders and the Board for your trust
and support.
I am very proud of the way in which the new team has
stepped up to drive our transformation strategy.
Finally, I would like to express my appreciation to our valued
customers for their continuing support and business.
Among the many achievements in Phase I, it is worth
highlighting our revitalised and strengthened sales
pipeline. This followed continuous and ongoing customer
engagement across our regions and at multiple levels inside
OEMs, NSCs and dealerships.
We successfully implemented our new flexible Biz-Dev-Ops
operating model which is delivering more efficient resource
allocation and greater cost control.
I am looking forward to the coming year.
Jens Monsees
CEO and Managing Director
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 Infomedia’s Operating Segment Note (note 1 to the annual financial report) and are directly reconciled to the company’s statutory reported IFRS financial
information within the Operating Segment Note. underlying cash EBITDA performance was driven by recurring and non-recurring revenues in the period.
2 In constant currency.
3 Underlying Cash EBITDA less one-off revenue percentage to recurring revenue.
4 pcp: prior corresponding period
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Annual Report2023Empowering the data driven automotive ecosystem We successfully implemented
our new flexible Biz-Dev-Ops
operating model which is
delivering more efficient
resource allocation and
greater cost control.
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Annual Report2023Empowering the data driven automotive ecosystem Annual Report
2023
Purnell Jaguar Land Rover Improves Customer Retention with Infodrive
and Increases Sales Revenue by 57% with Superservice Triage
Founded in 1951, Purnell Motors is the longest standing
family-owned Jaguar and Land Rover dealership in
Australia, located in the south of Sydney.
They are a multi award-winning dealership, with Jaguar Land
Rover Australia (JLRA) announcing Purnell Motors as the
winner of its top “National Retailer of the Year Award” as well
as “Metropolitan Retailer of the Year” for 2022/2023.
This is their fifth time in six years winning the company’s
“most prestigious award” which recognizes dealerships who
demonstrate “leadership, client-centricity and innovation
through a modern and refined client experience.”
Their success is based on Purnell’s focus on delivering a
personalised service with industry-leading product knowledge
and value to their customers, using processes that rely on
modern technology, such as Infomedia’s Infodrive Marketing
and Superservice Triage vehicle health check system.
According to Jason Cale, the Aftersales Manager, their
repeat and referral business are testament to their
continued service excellence. They specialise in having a
customised personal touch towards sales and service, such
as using Infodrive to send automated, personalised marketing
campaigns to their clients.
“Infodrive’s benefits for our dealership have been exponential.
We’ve seen a massive improvement in customer retention.”
“It makes the whole process very seamless – it’s ‘set and
forget’ and very user friendly. Our service follow ups are
automatically done and it sends CRM information with
literally one-click of a button. What would have taken us 45
minutes to an hour and a half before, now takes us less than
30 seconds to do.”
“Since using Infodrive, we’re pulling more aged and lapsed
clients back into the business. We can see the 32% increase
in our response rates. We sell more work to these lapsed
clients which has equated to $200 - $300 increase per repair
order. We sell more new vehicles too, by bringing the lapsed
customers back into the dealership.”
“The ease of use, the automated marketing, the peace of mind,
the following up of the clients – it’s all been very positive.
I would recommend Infodrive, absolutely 100%,” said Jason.
Once they get clients back into their dealership,
Superservice Triage helps them identify and sell additional
repair work efficiently.
“When the technicians get the car up on the hoist, they can
do a damage report by doing videos on the car and they can
also take photos of any sort of issues the cars have. We get
the information and photos out to the clients, so there’s a lot
more transparency.”
“We get a lot of positive feedback about the Triage reports.
That’s resulted in a 57% increase in upsell work,” said Jason.
Discover what else Purnell Jaguar Land Rover has to say
about utilising Infomedia’s industry-leading solutions:
https://www.infomedia.com.au/success-stories/
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Annual Report2023Empowering the data driven automotive ecosystem A Vision for the Future: Connected Car Technology Enhancing Customer Experience
During FY23, we initiated discussions with our Automaker
partners to understand their future needs and how we can
help leverage their data to improve customer experience
and get more customers into their dealerships.
For both Automakers and dealerships, significant advances
in vehicle technology are disrupting how vehicles are sold,
owned, serviced and repaired. At the heart of that is an
explosion in connected car data – driven by a boom in EV
sales – that is causing a sizeable shift.
Infomedia is working towards connected car strategies to
successfully transition dealers from selling a product and
service, to selling a brand experience. We have commenced
dialogue with Automakers and dealerships to help define
their future roadmap and to understand the value in their
connected car datasets. We believe that the opportunities
will be truly transformational for the industry moving forward.
An opportunity that comes with plenty of challenges
The true value of any data is not just how it’s harvested,
but how it is interpreted and analysed. However, there are
multiple challenges associated with this:
Capitalising on the connected car opportunity
Having ready access to valuable connected car dataimproves
the vehicle owner experience and helps boost brand loyalty
by providing customer interactions that are timely, relevant
and personalised.
Infomedia’s Infodrive Connected Car platform can integrate
with multiple OEM systems to provide:
• Predictive analytics to build vehicle profiles for
marketing campaigns
o Proactive and automated vehicle health assessment.
o Predict when parts are deteriorating or need replacing.
o Identifies vehicle service maintenance and repairs
ahead of time.
• Automated and personalised marketing campaigns to
retain customers
o Run proactive service campaigns triggered by vehicle
and customer behaviour.
o Build brand equity by offering loyalty offers and timely
upgrade promotions.
• Companies need to refine their data strategy to take best
advantage of the terabytes of connected vehicle data
generated each day.
o Reporting clear dealer ROI measurements, including
dealer engagement, customer engagement, click-
throughs, scheduled services booked and sales.
• Automakers need to invest in new data management
solutions to support increased volumes and guarantee it
remains accessible.
• Connected car solutions need to fit in with a customer’s
connected lifestyle. It will evolve from transaction-based
engagement to always-on customer care throughout the
vehicle ownership.
• Make the right choice of technology partners. Automakers
need to choose data analytic leaders that also wield
domain expertise in automotive aftersales field.
• Enhanced workflows
o Drive dealership efficiency with better forecasting
capabilities.
o Streamline recall campaigns for better workshop
coordination.
o Provide OEM Business Intelligence dashboards.
For an in-depth study into how connected cars will
revolutionize the aftersales market, download and read
Infomedia’s whitepaper: https://www.infomedia.com.au/
white-papers/connected-cars/
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Annual Report2023Empowering the data driven automotive ecosystem Annual Report
2023
Board of Directors
Bart Vogel BCom (Hons), FCA, FAICD
Kim Anderson BA, PGDip LISc., MAICD
Independent Non-Executive Chairman
Independent Non-Executive Director
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 BAI Communications Group, and is a Non-
Executive Director of Macquarie Technology Group Limited
(ASX:MAQ) 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. He serves as a
member of the Technology & Innovation Committee.
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.
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 as a
member of the Nominations Committee.
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 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.
Edwina Gilbert BA LLB, GAICD
Independent Non-Executive Director
Ms Gilbert was appointed to the Infomedia Board of Directors
on 1 March 2023. She serves as a member of the Audit
& Risk Committee, the Remuneration People & Culture
Committee and the Nominations Committee.
Ms Gilbert holds a Bachelor of Laws (LLB) and a Bachelor
of Arts from University of Sydney. She is a Graduate of the
Australian Institute of Company Directors (GAICD), having
completed the Company Director’s Course in 2020.
Ms Gilbert is currently the Chair of Phil Gilbert Motor Group
and has held various leadership roles including Managing
Director of the group since 2011 and General Manager
position between 2005 and 2011. She is also a current
Non-Executive Director and Chair of the Risk Committee of
ASX listed Carsales.com and a non-executive director of the
Australian Automotive Dealers Association (AADA) since 2021.
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Empowering the data driven automotive ecosystem
Annual Report2023Empowering the data driven automotive ecosystem Lisa Harker BCom, MICAA
Jim Hassell
Ms Harker was appointed to the Infomedia Board of Directors
on 6 February 2023. She holds a commerce degree from the
University of Melbourne and is a member of the Institute of
Chartered Accountants of Australia.
Ms Harker has extensive accounting and audit
experience having spent 22 years as a partner of
PricewaterhouseCoopers (PwC) working across a number
of industries including automotive and technology. She is an
expert in audit and international financial reporting standards
and has worked with listed companies, large privately-
owned businesses and not-for-profit entities. She has
advised Boards, audit committees and management teams
on a variety of complex areas including acquisitions and
takeovers, large capital expenditure projects, divestments,
debt raisings, initial public offerings, remuneration and the
optimisation of internal controls.
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.
Picture Page
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.
Anne O’Driscoll FCA, GAICD, ANZIIF (Fellow)
Independent Non-Executive Director until 31 March 2023
Ms O’Driscoll served as Non-Executive Director between
15 December 2014 and 31 March 2023. During FY23 she
served as Chair of the Audit & Risk Committee and as a
member of the Remuneration People & Culture Committee
and the Nominations Committee.
Ms O’Driscoll is a Chartered Accountant with over 35 years
of business experience. She was CFO of Genworth Australia
from 2009 to 2012 and spent over 13 years with Insurance
Australia Group after gaining chartered accounting
experience at PwC and Deloitte. Ms O’Driscoll also serves as
Chair of FINEOS Corporation Holdings plc (ASX:FCL).
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Annual Report2023Empowering the data driven automotive ecosystem Operating and financial review
13 Company overview
13 Principal activities
13
Financial and operating review
14 Business objectives, strategies
14 Outlook
15 Risks
Audited Remuneration Report and
Financial Statements
Remuneration Report – Audited
Auditor’s Independence Declaration
Financial Statements – Audited
Independent Auditor’s Report
17
37
38
80
Directors’ Report
Other statutory matters
Directors
Directorships of other listed companies
Meetings of directors
Company secretary
Significant changes in 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 2023
Equity incentives on issue
Auditor
Non-audit services
Rounding of amounts
Auditor's Independence Declaration
10
33
33
34
34
34
34
34
34
34
34
35
35
35
35
36
37
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 2023 (FY23), 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 FY23.
The flow of information in the Directors’ Report is outlined in the table above. An index to the financial report is set out on
page 38.
Information is only being included in the 2023 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.
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Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
Company overview
Infomedia’s global leading ecosystem of SaaS and 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), Detroit (MI, USA), and Atlanta (GA, USA) serving the Company’s automotive
manufacturing, dealership, and third-party partner customers globally.
Principal activities
During FY23, 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 and provision of DaaS and analytics to assist automakers and dealers optimise operations,
grow sales and improve customer retention.
Financial and operating overview
We are pleased to announce a strong FY23 performance and completion of Phase I of our transformation strategy.
We have successfully shifted our focus to growing recurring revenue. Infomedia’s FY23 recurring revenue was 11% higher at
$128.1 million and with growth in all regions and products in FY23.
Exit ARR was $132.3 million, representing strong growth of 7% over the 12 months since 30 June 2022 and exceeded our
guidance provided at half yearly results on 24 February 2023.
Underlying cash EBITDA was $28.4 million, up 14% on FY22, due to continuous growth in revenue and cost discipline.
Also driving this performance was one-off growth from accelerated Superservice delivery, recurring growth from sales pipeline
conversion, operational excellence and improved sales and commercial rigour. Underlying cash EBITDA recurring margin was
21% from 17% in pcp.
Full year reported NPAT was $9.6 million, up 16% on FY22, largely due to much improved ongoing cost control and lower level
of accrued acquisition earnout expenses.
Infomedia’s core solutions continued to perform well in FY23. Infodrive grew recurring revenue by 26% capitalising on
increasing demand for data and insights solutions. Infodrive and SimplePart continue to expand outside their home regions.
Infomedia’s APAC region remains our best performing region with 15% growth in revenue and 14% rise in underlying cash EBITDA.
Infomedia’s Americas region recorded revenue growth of 14% on pcp (5% in local currency) and grew underlying cash EBITDA
by 21%. The team in Detroit has been working closely with the SimplePart sales and account management teams in delivering
an integrated sales approach.
We have signed an amended SimplePart purchase agreement fixing the maximum final payment at US$4.3 million and
removing restrictive covenants. This enables us to accelerate integration of SimplePart and IFM Americas.
We successfully launched Microcat Pro in 1H23 and will continue to invest in our product roadmap.
In Phase I – Change, we took decisive steps to reduce Annual Recurring Cost (ARC). Underlying people cost was 3% higher in
FY23 compared to a 25% rise in FY22. Our Biz-Dev-Ops model is now fully operational and enables a faster and more efficient
allocation of resources to achieve the best outcome for our customers and drive product-led growth.
Infomedia has $65 million of cash on hand and remains debt free.
infomedia.com.au 13
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
FY22
$’000
120,139
50,023
(22,286)
(2,940)
24,797
8,233
2.19
3.00
5.60
Movement
8%
2%
(10%)
(18%)
14%3
16%
16%
(40%)
(29%)
FY23
$’000
129,905
50,883
(20,103)
(2,401)
28,379
9,582
2.55
1.80
4.00
FY23 Highlights
Revenue1
Underlying EBITDA2
Capitalised development costs
AASB 16 non-cash adjustments
Underlying Cash EBITDA2
NPAT
Earnings per share (cents)
Final dividend (cents)
Total annual dividend per share (cents)
Notes:
1. Refer table below for a reconciliation of revenue by geographical location.
2. 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 FY23 Financial Report and are directly reconciled to the statutory reported IFRS financial
information in Note 1.
3. Underlying Cash EBITDA growth in the period was attributable to recurring revenue and one-time revenues.
Revenue Details
By geographical location (local currency)
Worldwide revenue (AUD)
Asia Pacific (AUD)
EMEA (EUR)
Americas (USD)
Corporate (AUD)
Notes:
FY23
$’000
129,905
40,834
25,390
32,024
1,831
FY22
$’000
120,139
35,588
24,282
30,372
4,918
Movement
8%
15%
5%
5%
(63%)
Corporate revenue reduction is linked to a reduction in one-time revenues, consistent with the Company’s strategy to focus on recurring revenue.
Business objectives and strategies
Infomedia Ltd is an Australian-based, global technology company that develops business critical, VIN-specific, electronic parts
catalogues, service software, e-commerce, data solutions, analytics and business insights for the global automotive industry.
The Company is one of very few global providers of an integrated ecosystem of automotive SaaS and DaaS products for global
automotive manufacturers and their dealer networks.
Infomedia’s core parts and service, e-commerce, data analytics and business insights products support both the manufacturer
and dealer in meeting their key objectives to sell more automaker branded parts and retain customers to their brands through
competitive pricing and service. As a result of declining new car sales in recent years, auto manufacturers and dealers are
increasingly focused on the most profitable segments of the value chain, growing genuine parts and service aftersales and
retaining customers to their brands from one purchase to the next.
Infomedia’s software is developed to specific requirements with original manufacturer genuine parts and service data that is
accurately priced and specific to each vehicle identification number (VIN). The Company’s software solutions are available in
40 languages across 186 countries and sold direct to the manufacturer, the national sales company and the dealer.
Outlook
In FY23, Infomedia successfully executed Phase I of the transformation strategy. In FY24 we will focus on strengthening the
company’s organic growth profile whilst driving efficiency and operational excellence.
We will continue to invest to expand globally into new OEM partnerships, new geographies and M&A opportunities.
Infomedia is well placed to deliver total revenue in the range of $135 million to $142 million in FY24.
14 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
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. Infomedia has identified the
following key risks which are relevant to the business:
Risk
Description
Risk management strategies
• Continued access to Original
• Management of key account relationships
Loss of
key licence
agreements
Equipment Manufacturer (‘OEM’)
parts information is integral
to several of the Group’s
product lines
Loss of key
customers
• The relatively concentrated
automotive industry leads to a
degree of revenue concentration
Competitive risk
• Risk from existing and
new market entrants
Product
obsolescence or
substitution
• Products do not keep pace with
developments in market needs or
technological advancements
• Competitors or OEMs may
develop superior products
Product outages
caused by
software or
hardware errors
• Customer dissatisfaction with the
Company’s software products
which fail to facilitate their critical
business operations
• Customers cancel subscriptions
or switch to competitive solutions
Intellectual
property risk
• Protecting integrity of
Infomedia’s data assets
Cyber risk,
privacy & data
sovereignty
• Risk of targeted cyber-attack
against Company assets
• Unauthorised access to or loss
of customer data including
personally identifiable data
•
Increasingly onerous
regulatory environments
governing use and cross
border transfer of data
• 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
• Close monitoring of market developments and direction and OEM
strategies
• Continued investment in research and development to sustain
market leading position
• Continuous upgrading of product platforms to meet technological
advancements
• 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
• Network and product security measures
• Monitoring to identify and limit unauthorised access
• Legal restraints
• Information security management system certification aligned to
ISO27001:2015
• 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
infomedia.com.au 15
Annual Report2023Empowering the data driven automotive ecosystem Risk
Description
Risk management strategies
Directors’ Report
Environmental
Regulation /
Low Carbon
Economy
•
Increasing pace of regulatory
intervention 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
People risk
• Loss of key technical skills
• High market demand for
software development and
technical personnel
• Litigation and disputes arising in
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 rates
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
• Future changes in taxation 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
Disputes and
Litigation
Foreign
exchange risk
General
market risk
Adverse
changes to, or
interpretations
of, taxation laws
16 infomedia.com.au
• 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
• Ability to source technical development offshore
• Engagement of appropriately skilled executives to identify and
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 transacted in each
currency.
• No Company specific mitigations are available for a general
market downturn led by macro-economic circumstances.
• Utilising external advisory services to review tax risks and
advise on tax related issues.
• Improvements in internal capacity and capability to assess
and respond to taxation matters.
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
Remuneration Report – Audited
Dear Shareholders
FY23 was a year marked by significant change and disruption as the Company implemented a new
strategic plan whilst simultaneously responding to public bids to privatise the Company. During
this time, the Company also relocated its head office from Belrose to the Sydney CBD. The demands
on our executive leadership team were immense and we were delighted with their resilience,
professionalism and their ongoing dedication to continue meeting the needs of our customers.
In response, the Board took steps to ensure that executives were appropriately incentivised and rewarded via the use of
appropriate retention incentives in the form of modest equity grants. This action was deemed appropriate on the basis that the
Company’s FY20 and FY21 Long Term Incentive (‘LTI’) Plans have not met vesting conditions and have consequently lapsed.
As such, there are no outcomes for the FY21 Plan reported in the FY23 remuneration report.
The Board is in the process of reviewing the LTI structure to ensure it remains relevant, motivating and aligned to the Company’s
refreshed strategic direction. This will result in a structural change to the LTI program from FY24 and we look forward to
providing further details as part of the company’s 2023 Notice of Annual General Meeting.
Whilst the Company’s FY21 LTI plan did not vest in 2023, I am pleased to report that our executives’ performance was strong
across the board in FY23, resulting in strong short term incentive outcomes for the team following the achievement of key
performance indicators approved by the Remuneration Committee and the Board.
I am also pleased to report that our Diversity, Equity and Inclusion program continues to attract and retain employees from a
diverse range of backgrounds. Whilst the Company does not maintain a formal gender diversity quota, we continue to take steps
to support our diverse employee base. During the period the Company implemented a flexible working policy and rolled out
policies to strengthen the Company’s parental leave policies in its EMEA and Americas region to improve benefits globally.
We were also pleased to announce the appointment of Chantell Revie, the Company’s first female Chief Financial Officer, and
the movement of Gareth Turner into the role of Chief Commercial Officer. With our new leadership team in place, the Board will
continue to focus on succession planning for the long-term sustainability of the Company.
As always, we welcome your feedback on our Remuneration Report and look forward to discussions with many of you over the
coming year.
Yours sincerely
Kim Anderson
Chair of the Remuneration, People & Culture Committee
infomedia.com.au 17
Annual Report2023Empowering the data driven automotive ecosystem The Directors present the Remuneration Report (‘Report’) of Infomedia Ltd (the ‘Company’) for the financial year ended
30 June 2023 (‘FY23’), which is structured as follows:
Directors’ Report
Remuneration Report – Audited
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.
This Report outlines the Company’s remuneration philosophy, framework and FY23 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 FY23
Name
Role
Appointed
Ceased
Note
Executive KMP
Jens Monsees
Gareth Turner
Chief Executive Officer & Managing Director
Chief Financial Officer
Non-Executive Directors
Bart Vogel
Non-Executive Director
Kim Anderson
Non-Executive Director
Jim Hassell
Non-Executive Director
Anne O’Driscoll
Non-Executive Director
Lisa Harker
Non-Executive Director
Edwina Gilbert
Non-Executive Director
Notes to Table 1
1
23-May-22
16-Aug-21
31-Aug-15
15-Jun-20
10-May-21
15-Dec-14
31-Mar-23
6-Feb-23
1-Mar-23
(1) On 30 June 2023 the Company announced that Chief Financial Officer, Mr Gareth Turner will be moving into the newly created role of Chief Commercial Officer
effective 1 July 2023. He will remain part of the Company’s Executive leadership team reporting into the CEO and Managing Director, Mr Jens Monsees.
Ms Chantell Revie was appointed as the Company’s Chief Financial Officer effective 1 July 2023. Ms Revie has been with the Company for over 4 years,
actively managing the group’s financial performance while heading the Finance department. Ms Revie qualifies as an Executive KMP from 1 July 2023 and her
remuneration will be included in the Company’s FY24 remuneration report.
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Annual Report2023Empowering the data driven automotive ecosystem
Directors’ Report
Remuneration Report – Audited
2. Remuneration governance
This Report has been prepared in accordance with the requirements of the Corporations Act 2001 and Accounting Standard
AASB 124 Related Party Disclosures (‘AASB 124’). The term ‘remuneration’ as used in this Report has the same meaning as
‘compensation’ as defined in AASB 124.
Report preparation
The Remuneration, People & Culture Committee (‘RPC Committee’) of the Board presents this Report
on behalf of the Company.
Committee members
The RPC Committee comprised the following Non-Executive Directors during the period:
• Kim Anderson (Committee Chair)
• Bart Vogel
• Anne O’Driscoll (from 1-Jul-22 to 31-Mar-23)
• Edwina Gilbert (commenced 29-May-23)
Committee responsibilities The RPC Committee is responsible for reviewing and determining remuneration arrangements for
the Non-Executive Directors and the Executive leadership team. 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;
•
• other matters as required.
remuneration of Non-Executive Directors; and
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 Company did not engage with any external remuneration consultants during the period.
b. Prior year Remuneration Report – AGM outcome
The Company’s FY22 Remuneration Report was approved at the 2022 Annual General Meeting (‘AGM’) with 99.20% of votes
cast in favour of the resolution. No comments were made on the Remuneration Report at the meeting.
infomedia.com.au 19
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
Remuneration Report – Audited
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
PURPOSE
TO BE A LEADER IN CUSTOMER AND VEHICLE LIFECYCLE EMPOWERING A DATA DRIVEN ECOSYSTEM
Driven by strategic themes
Enabled by
Global Expansion
Opportunities
Operational
Excellence
Innovation
Our People
Rich Data Assets
Class Leading
Solutions
Underpinned by our Remuneration Principles
Market competitive
Ensure remuneration is market competitive to attract and retain strong talent
Stakeholder aligned
Remuneration outcomes that are aligned with the interests of our shareholders,
customers and employees globally
Linked to strategy
Pursuit of value-adding objectives which directly contribute to purpose, strategy
and long-term sustainability
Delivered via our Remuneration Framework
Remuneration Component
Alignment to Performance
Alignment to principles and strategy
Fixed Remuneration
Comprised of base salary
and superannuation.
Set at market competitive levels relative
to the necessary skills, experience and
talent required to execute the role.
Securing strong talent forms the
foundation for realising strong operational
and strategic performance.
STI
Annual incentive opportunity
paid in cash.
LTI
Granted in the form of Share Appreciation
Rights and Performance Rights with a
three year vesting period in FY23.
STIs reward in-year performance and are
directly linked to goals and objectives
which are both financial and non-financial
in scope. STI goals are set and monitored
by the Board and the Remuneration,
People & Culture Committee.
LTIs reward long term performance over
a three year performance period.
Performance is linked to delivery of
revenue growth targets and earning
per share targets
STI goals are aligned to strategic and
business growth outcomes which
deliver value adding outcomes for
our shareholders, our people and
our customers.
A three year performance period
encourages executives to deliver
long-term sustainable returns, directly
aligned to shareholder value creation.
20 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
Remuneration Report – Audited
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
STI Opportunity
LTI Opportunity
Total at-risk potential remuneration
Total Remuneration
CEO & MD
Note
Jens Monsees
23-May-22
1
2
3
4
5
6
$
%
450,000
574,708
25,292
600,000
615,600
660,000
1,275,600
32%
33%
35%
68%
CFO
Gareth Turner
16-Aug-21
30-Jun-23
$
%
349,708
25,292
375,000
228,000
300,000
528,000
42%
25%
33%
58%
(excluding one-off sign-on bonus)
1,875,600
100%
903,000
100%
Other Benefits (maximum)
Personal health & life insurance
Telephone
Professional memberships and development
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)
Redundancy entitlements
(number of months)
Post-employment restraints (number of months
non-compete & non-solicitation)
7
8
9
10
20,000
Reasonable
5,000
6
3
-
-
-
3
N/A
Immediate
Immediate
6
12
12
3
12
12
Consent for external directorships from
Board
Board
Notes to Table 3
(1) Executive contracts are ongoing with no specified end dates. See Table 1: KMP during FY23 above for CFO changes announced on 30 June 2023.
(2) The CEO & MD was provided with a sign-on bonus to attract and retain a candidate of his calibre. The bonus was contractually structured in the form of equity
interests 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. Post shareholder
approval at the AGM, the sign-on bonus was issued in the form of Restricted Stock Units. See Table 9: Executive KMP Retention Based LTI Movements for details.
(3) Superannuation contributions are paid in line with legislative requirements or contractual arrangements where these differ. Superannuation contribution
amounts for the CEO and MD and former CFO above reflect the reported financial year superannuation guarantee contribution rate.
(4) Total fixed remuneration represents amounts stipulated in KMP service contracts. The base salary and superannuation contribution component amounts
represent the financial year split which changes year on year in line with superannuation guarantee contribution rates (see note 3 above).
infomedia.com.au 21
Annual Report2023Empowering the data driven automotive ecosystem
Directors’ Report
Remuneration Report – Audited
Notes to Table 3 (continued)
(5) STI opportunity represents the maximum potential STI remuneration that could be earned by each KMP in a financial year based on defined goals and stretch
targets set for the financial year.
(6) LTI opportunity value is used to calculate the number of LTIs that may be granted to each KMP in the form of Share Appreciation Rights (SARs), Performance
Rights (PRs), Equity Bonus Plan Rights (EBPRs) or Restricted Stock Units (RSUs).
The LTI value reported for accounting/statutory purposes is based on criteria and fair value determined under AASB 2 Share Based Payments and could differ
from the contract value above.
The actual LTI value that each KMP may receive is dependent on the specified conditions of each LTI class being met and the market price of the Company’s
shares on any exercise date.
(7) 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.
(8) 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.
(9) The number of months written notice or payment in lieu of notice (or a combination of notice and payment in lieu of notice).
(10) 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.
c. Company 5-year performance
Table 4: 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 4
(1) Net Profit After Tax (‘NPAT’)
Note
2023
2022
129,905
120,139
1
2
3
9,582
28,379
2.55
4.00
1.60
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
(2) Underlying Cash Earnings before Interest, Taxation, Depreciation and Amortisation (‘Underlying Cash EBITDA’)
The Company has adopted Underlying Cash EBITDA 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 June year-end.
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Annual Report2023Empowering the data driven automotive ecosystem
Directors’ Report
Remuneration Report – Audited
Table 5: 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
2023
$’000
28,379
2,401
20,103
50,883
(890)
2022
$’000
24,797
2,940
22,286
50,023
(965)
2021
$’000
19,267
1,970
24,965
46,202
(616)
2020
$’000
2019
$’000
22,425
20,230
2,069
-
21,910
18,969
46,404
39,199
(580)
(524)
Amortisation of capitalised development costs
(22,891)
(22,164)
(18,123)
(15,924)
(14,798)
Amortisation of acquired and other intangibles
Depreciation of right-of-use assets
Underlying EBIT
Net finance income/(expense)
Underlying PBT
Operating income tax expense
Underlying NPAT
Earnout - Nidasu & SimplePart
Loss on closure of subsidiary
Impairment expense
Unrealised foreign currency translation (losses)/gains
M&A and takeover bid expenses
Other non-recurring costs
Business restructuring costs
Share-based payment expenses
Non-operating other income
Non-operating income tax credit/(expense)
Reported NPAT
(5,002)
(2,660)
19,440
1,016
20,456
(5,318)
15,138
(2,616)
-
(484)
(970)
(1,306)
(540)
(487)
(5,725)
(2,804)
18,365
(133)
18,232
(1,461)
16,771
(9,016)
11
(87)
674
(910)
-
-
(1,116)
(1,229)
-
1,963
9,582
-
2,019
8,233
(2,193)
(2,014)
23,256
306
23,562
(4,414)
19,148
(2,745)
-
(4,245)
282
(698)
-
-
1,072
3,208
(53)
(2,443)
(1,911)
(1,460)
-
25,546
22,417
(733)
(1,098)
24,813
21,319
(6,380)
(4,995)
18,433
16,324
-
-
-
818
(129)
-
-
-
-
(3,367)
(38)
(67)
-
-
(1,044)
(1,058)
521
(43)
4,268
60
15,969
18,556
16,122
d. Short term incentives (STIs)
Table 6: Executive KMP STIs and performance measures
Performance metrics
CEO & MD - Jens Monsees
Financial metrics
Revenue growth
Underlying cash EBITDA
Non-financial metrics
Transformation plan
FY23 strategic Initiatives
Improvement in employee engagement score
Implement new CRM & enable NPS methodology
Total
Weighting
Payout ratios
(note 1)
FY23 achievement /
payout of
on-target STI
FY23 achievement/
payout of maximum
potential STI
80% - 120%
80% - 120%
100%
100%
80% - 120%
100%
30%
30%
10%
10%
10%
10%
100%
98%
120%
100%
100%
0%
100%
95%
82%
100%
100%
100%
0%
100%
84%
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Table 6: Executive KMP STIs and performance measures (continued)
Performance metrics
CFO - Gareth Turner
Financial metrics
Revenue growth
Underlying cash EBITDA
Non-financial metrics
Transformation plan
FY23 strategic Initiatives
Improvement in employee engagement score
Implement new CRM & enable NPS methodology
Total
Weighting
Payout ratios
(note 1)
FY23 achievement /
payout of
on-target STI
FY23 achievement/
payout of maximum
potential STI
30%
30%
80% - 120%
80% - 120%
10%
10%
10%
10%
100%
100%
100%
80% - 120%
100%
98%
120%
100%
100%
0%
100%
95%
82%
100%
100%
100%
0%
100%
84%
Executive KMP
On-target
STI
Maximum
potential STI
Actual STI
awarded
Actual as a %
of on-target STI
Forfeited as a %
of on-target STI
Actual as a %
of maximum
potential STI
Forfeited as a
% of maximum
potential STI
Jens Monsees
540,000
615,600
515,160
Gareth Turner (note 3)
150,000
171,000
143,100
95%
95%
5%
5%
84%
84%
16%
16%
Notes to Table 6
(1) Stretch targets/payout ratios apply to some but not all performance metrics, whereby greater than 100% payout is possible on individual metrics. Maximum STI
potential takes into account 120% achievement where stretch targets are applicable.
(2) 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.
(3) In FY23 the CFO’s STI has been prorated for a period of unpaid leave during the year. Maximum annual STI potential is $228,000 as per Table 3: Executive
KMP employment terms. Maximum pro-rata STI potential for FY23 is $171,000, which is what is reflected in Table 6: Executive KMP STIs and performance
measures above.
e. Long term incentives (LTIs)
Key purpose
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.
Participants
Executive KMP as well as other senior management personnel participate in the LTI scheme.
Program design
The Company continually reviews the relevance and effectiveness of its remuneration programs and implements
appropriate refinements to optimise the link between LTI remuneration and achievement of the Company’s strate-
gic long-term objectives and delivery of sustained shareholder returns.
Types
Performance Based:
The Company uses a combination of Revenue and Earnings Per Share (‘EPS’) targets to directly link incentive out-
comes 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.
Retention Based:
Retention based LTIs require KMP to remain employed by the Company throughout and at specified vesting dates
in order to realise the value of granted LTIs vesting at the specified dates.
Governance
mechanisms
Share Trading Policy:
The Company maintains a formal Securities Trading Policy the trading of Infomedia shares by employees. 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 Equity Plan Rules and Equity Bonus Plan Rules prohibit Plan participants from
entering into hedging arrangements to limit the risk of their variable LTI component.
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.
Minimum
shareholding
requirement
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f. FY23 Long Term Incentives – Performance Based
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 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.
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 LTI interests unless they are converted into fully paid ordinary shares.
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 for the 20
trading days immediately following the Company’s 2022 Annual General Meeting. See Table 7: Executive KMP Performance Based
LTIs below.
Performance rights (‘PRs’)
Share appreciation rights (‘SARs’)
The number of PRs to be allocated is calculated
by dividing 50% of the total ‘LTI Award Opportunity’
by the Reference Price.
Calculation
methodology
Rights on vesting
and exercise
Each vested PR entitles the Executive KMP upon
exercise to receive one fully paid ordinary
Company share.
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 PRs will lapse and
be forfeited.
The number of SARs to be allocated is calculated by dividing
50% of the total ‘LTI Award Opportunity’ by their ‘Award
Allocation Value’.
The ‘Award Allocation Value’ of the SARs has been determined
using a Cox-Ross Rubinstein lattice valuation model,
applying the ‘Award Allocation Value’ of the SARs at 15
December 2022.
Each vested SAR may be exercised and converted into fully
paid ordinary shares by applying the following formula:
( (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 7: Executive KMP
Performance Based LTIs below.
Subject to the Plan Rules and the Company’s Securities
Trading Policy; vested SARs may only be exercised during
defined periods.
Unexercised SARs cannot be exercised after the last
exercise period and will subsequently lapse on the
Expiry Date.
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Table 7: Executive KMP Performance Based LTIs
Performance Based LTIs
Note
FY23
FY22
Performance period
1 July 2022 to 30 June 2025
1 July 2021 to 30 June 2024
Vesting date and testing event
FY25 audited accounts release
FY24 audited accounts release
Grant date
Reference Price
Performance measures
1
2
Three-year compound annual
growth rate (CAGR) on
21-Mar-23
$1.116
21-Dec-21
$1.465
SARs
PRs
SARs
PRs
Revenue
Adjusted EPS of
4.40 cents per
share
Revenue
Adjusted EPS of
4.90 cents per
share
LTI % vesting when:
CAGR below 10%
CAGR at 10%
CAGR between
0%
25%
0%
25%
0%
25%
0%
25%
10% & 20%
10% & 15%
10% & 20%
10% & 15%
straight line pro-rata between
25% & 100%
25% & 100%
25% & 100%
25% & 100%
CAGR at or above
% LTI vesting
Award Allocation Value per Right
Fair Value per Right
Notes to Table 7
20%
100% +
Outperformance
award
$0.305
$0.460
3
4
5
15%
100%
$1.116
$1.305
20%
100% +
Outperformance
award
$0.375
$0.320
15%
100%
$1.465
$1.325
(1) For FY23 the Reference Price is the 20-day Volume Weighted Average Price (VWAP) calculation on the Company’s share price for the 20 trading days
immediately following the Company’s 2022 Annual General Meeting.
For FY22 the Reference Price is the 20-day Volume Weighted Average Price (VWAP) calculation on the Company’s share price for the 20 trading days up to and
including 30 June 2021.
(2) SARs: Share Appreciation Rights; PRs: Performance Rights
(3) Additional shares allocated at vesting, equivalent to 50% of the shares awarded on exercise of the SARs.
(4) The ‘Award Allocation Valuation ’ is used by the Company to determine LTI allocations prior to the grant date.
(5) The ‘Fair Value per Right’ of the LTIs is determined as at the grant date in accordance with the applicable accounting standard (AASB 2 Share Based Payments).
(6) No information is included about the Company’s FY21 LTI program on the basis that all Executive KMP who were granted FY21 LTI entitlements have ceased
employment with the Company. Accordingly, all entitlements have lapsed and have been cancelled for those individuals. Notwithstanding, all remaining
entitlements under that program will lapse and be cancelled for remaining participants on the basis that performance hurdles relevant to those entitlements
have not been met.
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Table 8: Executive KMP Performance Based LTI Movements
Movements during the year – number of rights Note
SARs
Opening balance
Granted – FY23 Plan
Granted – FY22 Plan
Vested and exercised
Lapsed
Closing balance
Maximum fair value at grant date - granted
PRs
Opening balance
Granted – FY23 Plan
Granted – FY22 Plan
Vested and exercised
Lapsed
Closing balance
Maximum fair value at grant date - granted
Notes to Table 8
1
1
2
2
3
1
1
2
2
3
Jens
Monsees
FY23
Gareth
Turner
Jens
Monsees
Total
-
400,000
400,000
1,081,967
-
-
-
-
-
-
-
1,081,967
-
-
-
1,081,967
400,000
1,481,967
-
-
-
-
-
-
FY22
Gareth
Turner
-
-
Total
-
-
400,000
400,000
-
-
-
-
400,000
400,000
$497,705
-
$497,705
- $128,000
$128,000
-
102,389
102,389
295,699
134,409
430,108
-
-
-
-
-
-
-
-
-
295,699
236,798
532,497
-
-
-
-
-
-
-
-
-
-
102,389
102,389
-
-
-
-
102,389
102,389
$385,887
$175,403
$561,290
- $135,665
$135,665
(1) Granted and issued as unquoted equity securities. Grant details are documented in Table 7 above.
(2) No performance based LTIs vested or lapsed during FY22 or FY23.
(3) The maximum fair value of the rights at grant date under AASB2 Share-based payments.
g. FY23 Long Term Incentives - Retention Based
General Terms of Issue
The company has the following unquoted security classes registered with the Australian Stock Exchange (ASX):
• Equity Bonus Plan Rights (EBPRs) (ASX code: IFMAL) registered in FY22,
• Restricted Stock Units (RSUs) (ASX code: IFMAA) registered in FY23.
EBPRs and RSUs are issued subject to the terms of the Company’s ongoing Equity Bonus Plan Scheme Rules as revised.
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 and RSUs are granted to Executive KMP for nil consideration and no strike price is payable upon exercise.
EBPRs and RSUs vest at specified dates. EBPRs and RSUs may be exercised subject to continuing employment without resignation
at the time of vesting. No other vesting conditions apply to the EBPRs and RSUs.
EBPRs and RSUs expire at specified dates. Unexercised EBPRs and RSUs automatically lapse and are forfeited after expiry dates.
Exercised EBPRs and RSUs convert to 1 fully paid ordinary share in the Company per EPBR or RSU. The Board retains a discretion to
cash settle any vested EBPRs and RSUs instead of issuing shares.
Shares realised from EBPRs and RSUs are not subject to any disposal restrictions but are governed by the Company’s Securities
Trading Policy and the law.
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Table 9: Executive KMP Retention Based LTI Movements
Movements during the year – number of
rights and units
Note
FY23
FY22
Jens
Monsees
Gareth
Turner
Jens
Monsees
Total
Gareth
Turner
-
-
-
-
-
-
-
314,466
(1,096)
68,260
68,260
-
-
-
-
(34,130)
(34,130)
-
-
34,130
34,130
-
314,466
-
-
-
(1,096)
314,466
-
134,409
(104,457)
-
-
-
134,409
(104,457)
-
-
-
-
208,913
134,409
343,322
314,466
($43,556)
-
($43,556)
-
- $176,659
$176,659
$400,163
-
-
-
-
-
-
-
-
Total
-
34,130
34,130
-
-
-
34,130
34,130
-
-
68,260
68,260
$108,555
$108,555
-
-
-
-
-
-
-
-
-
314,466
-
-
-
314,466
-
$400,163
EBPRs
Opening balance
Granted – FY22 plan
Granted – FY22 plan
Vested and exercised
Lapsed
Closing balance
1
2
3
4
Maximum fair value at grant date - granted
5
RSUs
Opening balance
Granted – sign-on bonus
Granted – FY23 plan
Vested and exercised
Lapsed
Closing balance
Opening balance fair value true up
Maximum fair value at grant date - granted
Notes to Table 9
(1) Granted and issued as unquoted equity securities:
• Grant date – 14 October 2021
•
Vesting date – 1 July 2022
• Grant date fair value per right - $1.62
5
6
7
8
4
6
5
(2) Granted and issued as unquoted equity securities:
• Grant date – 14 October 2021
•
Vesting date – 1 July 2023
• Grant date fair value per right – $1.56
(3) Vested on 1 July 2022 and exercised on 19 August 2022.
(4) No retention based LTIs lapsed during FY22 or FY23.
(5) The maximum fair value of the rights at grant date under AASB2 Share-based payments.
(6) In the FY22 Remuneration Report, the award allocation value of the equity interests representing the new CEO and MD’s one-time sign-on bonus was estimated
and reported as EBPRs. It was noted that the formal grant and issuance was subject to Shareholder approval at the Company’s 2022 Annual General Meeting.
The date of service commencement used in the estimate was deemed to be the ‘grant date’ under the relevant accounting standard (AASB 2: Share-based Payments).
At the 2022 AGM, shareholder approval to grant the one-time sign-on bonus allocation in the form of RSUs was obtained. The grant was determined in
accordance with the valuation rules using the applicable VWAP at that time, as described in the Company’s 2022 Notice of Annual General Meeting.
Accordingly, due to the timing difference between grant and issue, the number of equity rights allocated and issue date fair value estimate calculated in FY22
was trued up in FY23 in accordance with AASB2 accounting requirements. Table 9 reflects the sign-on bonus as RSUs in both FY22 and FY23 for ease of reference.
The table below provides further details on the FY22 estimate as EBPRs and FY23 issue of RSUs:
FY23
FY22
Grant Date
Vesting Date
Fair Value
Number of RSUs
23-May-22
23-May-22
23-May-22
23-May-23
23-May-24
23-May-25
$1.19
$1.14
$1.08
Granted units
Granted total fair value
104,457
104,457
104,457
313,370
$356,607
Fair Value
Estimate
$1.31
$1.27
$1.24
Number of
Difference in
EBPRs
104,822
104,822
104,822
314,466
$400,163
Number
(365)
(365)
(365)
(1,096)
($43,556)
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Notes to Table 9 (continued)
(7) Granted and issued as unquoted equity securities:
• Grant date – 21 March 2023
•
Vesting date – 30 June 2025
• Grant date fair value per right - $1.31
(8) Vested on 23 May 2023 and exercised on 30 June 2023.
h. Remuneration outcomes – statutory basis
This basis is calculated and presented in accordance with statutory and accounting standard requirements.
Table 10: Total Executive KMP remuneration – statutory basis
Note
FY23 ($)
FY22 ($)
Jens Monsees
Gareth Turner
Jens Monsees
Gareth Turner
CEO & MD
CFO
CEO & MD
CFO
1
2
3
4
5
6
7
8
9
10
11
11
Short term employment benefits
Cash salary
Annual leave accruals
Cash salary and leave accruals
Short term incentives
Other short term cash benefits
Post-employment benefits
Superannuation
Termination payments
Long term employment benefits
Long service leave accruals
Total cash remuneration
SBPs
SARs
PRs
EBPRs
RSUs
Total SBP remuneration
Total remuneration
Comprising:
Fixed Remuneration $
At-risk Remuneration $
Fixed Remuneration %
At-risk Remuneration %
Notes to Table 10
574,708
9,449
584,157
515,160
19,880
25,292
-
217
1,144,706
-
70,746
-
211,476
282,222
1,426,928
629,546
797,382
44%
56%
269,006
(6,452)
262,554
143,100
52,500
19,456
-
199
477,809
(2,542)
(13,065)
31,209
58,886
79,572
522,297
282,209
270,088
51%
49%
63,555
5,441
68,996
-
-
307,821
3,833
311,654
154,730
-
5,892
22,708
-
-
-
-
74,888
489,092
-
-
-
-
-
74,888
74,888
-
100%
-
42,667
45,222
77,346
-
165,235
654,327
334,362
319,965
51%
49%
(1) Cash salary includes amounts paid in cash plus any salary sacrifice items.
In FY23 Gareth Turner had a period of unpaid leave and consequently his cash salary and related superannuation are lower than the contractual amounts in
Table 3: Executive KMP employment terms.
(2) Annual leave accruals are determined in accordance with Accounting Standard, AASB 119 Employee Benefits.
(3) Short term incentives accrued for in respect of the current financial year.
(4) Other short term cash benefits comprise:
Jens Monsees – Death and Disablement Insurance of $19,880.
Gareth Turner – one-off bid transaction bonus of $52,500.
(5) Superannuation contributions are paid in line with legislative requirements and contractual arrangements.
(6) Termination payments comprise annual leave paid out on cessation of employment.
(7) Long service leave accruals are determined in accordance with Accounting Standard, AASB 119 Employee Benefits.
(8) SBPs represents the accrued value of LTIs in accordance with Accounting Standard, AASB 2 Share-based Payments.
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Notes to Table 10 (continued)
(9) SARs were granted to Executive KMP as reflected in Table 8: Executive KMP Performance Based LTI Movements above.
In FY23 no remuneration value has been reported for SARs issued to Jens Monsees due to the expected probability of the SARs vesting.
In FY22 SARs to the value of $9,167 were 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.
(10) PRs were granted to Executive KMP as reflected in Table 8: Executive KMP Performance Based LTI Movements above.
In FY23 the remuneration value of PRs issued to executive KMP is reported at 55% of fair value at grant date due to the expected probability of the PRs vesting
In FY22 PRs to the value of $9,167 were 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.
(11) EBPRs and RSUs were granted to Executive KMP as reflected in Table 9: Executive KMP Retention Based LTI Movements above.
In FY22 EBPRs to the value of $20,304 were accrued for Jens Monsees in accordance with AASB 2 Share-based Payments partially representing his one-time
sign-on bonus. The EBPRs were not approved or issued at the time of reporting.
i. Remuneration outcomes – actual received basis
This basis replaces the value of accrued share-based payment entitlements with the value of share-based payments actually
received and does not include accruals during the year. Whilst this view is referred to as “actual received”, all amounts are
stated before applicable income tax.
Table 11: Total Executive KMP remuneration - actual pre-tax remuneration received
Note
FY23 ($)
FY22 ($)
Jens Monsees
Gareth Turner
Jens Monsees
Gareth Turner
CEO & MD
CFO
CEO & MD
CFO
1
2
3
4
4
574,708
-
15,620
25,292
-
615,620
-
167,131
167,131
782,751
615,620
167,131
79%
21%
269,006
154,730
52,500
19,456
-
495,692
51,195
-
51,195
546,887
288,462
258,425
53%
47%
63,555
307,821
-
-
5,892
-
69,447
-
-
-
-
-
22,708
-
330,529
-
-
-
69,447
330,529
69,447
-
100%
-
330,529
-
100%
-
Short term employment benefits
Cash salary
Short term incentives
Other short term cash benefits
Post-employment benefits
Superannuation
Termination payments
Total cash remuneration
SBPs
EBPRs
RSUs
Total SBP remuneration
Total remuneration
Comprising:
Fixed Remuneration $
At-risk Remuneration $
Fixed Remuneration %
At-risk Remuneration %
Notes to Table 11
(1) Short term incentives paid in respect of the prior financial year.
(2) Termination payments comprise accrued annual leave at departure dates.
(3) Amounts are subject to the payment of income and other relevant taxes.
(4) EBPRs and RSUs exercised are reported at market value on exercise date for remuneration purposes.
See Table 9: Executive KMP Retention Based LTI Movements above.
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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
Lisa Harker
Edwina Gilbert
Executive
Jens Monsees
Chair
Chair
Chair
Chair
Chair
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 $850,000, as last
approved by shareholders in 2019. Fees are fixed and are not variable with performance metrics to account
for independence and governance considerations.
Directors may also be reimbursed for travel and other expenses incurred in attending to the affairs of
the Company.
Minimum shareholding
requirement
The Company does not impose any requirement on Non-Executive Directors to hold a minimum quantity of
its shares. However, the Company does have an expectation that Non-Executive Directors to hold a minimum
share balance, equivalent to their annual director fees, within three years of commencing on the Board.
For further detail see Table 12: KMP shareholding interest movements in accordance with section
205G of the Corporations Act 2001.
c. Non-Executive Director fees per annum (inclusive of superannuation)
Board/Committee
Board
Audit and Risk Committee
Role
Chair
Non-executive
Directors
Chair
Remuneration, People and Culture Committee Chair
Technology and Innovation Committee
Chair
Total Non-Executive Director Fees
FY23 ($)
FY22 ($)
Fee earning
roles
Including
superannuation
at 10.5%
Fee earning
roles
Including
superannuation
at 10.0%
1
4
1
1
1
218,400
99,247
16,000
16,000
16,000
663,388
1
3
1
1
1
208,000
94,000
16,000
16,000
16,000
538,000
Amounts in the above table may differ from those in section d below due to partial tenures during the financial year. The above table presents four
Non-Executive director roles however during Mar-23 there was an overlap of Non-Executive director tenures resulting in five Non-Executive directors
(excluding the Board Chair) in office. The Nominations Committee Chair role is non-fee earning.
infomedia.com.au 31
Annual Report2023Empowering the data driven automotive ecosystem
Directors’ Report
Remuneration Report – Audited
d. Non-Executive Director remuneration
FY23 ($)
FY22 ($)
Short term
employment
benefits
Post-employment
benefits
Short term
employment
benefits
Post-employment
benefits
Directors
Appointed
Ceased
Director fees Superannuation
Total
Director fees Superannuation
Total
Bart Vogel
31-Aug-15
Kim Anderson
15-Jun-20
Jim Hassell
10-May-21
Anne O’ Driscoll
15-Dec-14
31-Mar-23
Lisa Harker
6-Feb-23
Edwina Gilbert
1-Mar-23
197,647
104,296
104,296
78,222
39,431
29,939
20,753
10,951
10,951
8,213
4,140
3,144
218,400
189,091
115,247
100,000
115,247
91,329
18,909
10,000
5,369
208,000
110,000
96,698
86,435
43,571
33,083
100,000
10,000
110,000
-
-
-
-
-
-
Total Non-Executive Director Remuneration
553,831
58,152
611,983
480,420
44,278 524,698
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. Transactions with KMP
Transactions entered into with any KMP of the Group, including their personally related parties, are on normal commercial terms.
No loans were made available to KMP during FY23 and there were no outstanding loans to KMP at the beginning or end of FY23.
b. KMP Shareholdings
Table 12: KMP shareholding interest movements in accordance with section 205G of the Corporations Act 2001
Name (1)
Executive KMP
Jens Monsees
Gareth Turner
Non-Executive Directors
Bart Vogel
Kim Anderson
Jim Hassell
Anne O’Driscoll
Lisa Harker
Edwina Gilbert
Notes to Table 12
Balance at
30 June 2022
Granted as
compensation
Exercise of
LTIs
Purchased
on-market
Balance at
30 June 2023
Balance at
cessation
-
-
520,000
50,000
64,996
120,000
-
-
-
-
-
-
-
-
-
-
104,457
34,130
122,746
-
227,203
34,130
-
-
-
-
-
-
50,000
570,000
-
25,000
-
25,000
6,000
50,000
89,996
N/A
25,000
6,000
N/A
N/A
N/A
N/A
N/A
120,000
N/A
N/A
(1) This table includes 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.
This concludes the Remuneration Report, which has been audited.
32 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
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
Role
Chairman & Independent Non-Executive Director
Chief Executive Officer & Managing Director
Independent Non-Executive Director
Anne O’Driscoll
Independent Non-Executive Director (ceased 31 March 2023)
Jim Hassell
Lisa Harker
Independent Non-Executive Director
Independent Non-Executive Director (commenced 6 February 2023)
Edwina Gilbert
Independent Non-Executive Director (commenced 1 March 2023)
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 set
out in the following table.
Name
Bart Vogel
Jens Monsees
Kim Anderson
Company
InvoCare Ltd
Macquarie Technology Group Ltd
WPP AUNZ
Carsales.Com Ltd
Marley Spoon
WPP AUNZ Limited
InvoCare Ltd
SiteMinder Limited
Jim Hassell
Lisa Harker
-
-
Period of directorship
Since 2017
Since 2014
From 2019 to 2021
Since 2010
From 2018 to August 2022
From 2010 to 2021
Since 2021
Since April 2022
-
-
Edwina Gilbert
Carsales.Com Ltd
Since 2016
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 2023, and the number of meetings attended by each director:
Board
Audit & Risk
Committee
Remuneration,
People & Culture
Committee
Technology &
Innovation Committee
Nominations
Committee
1
E
18
18
18
14
18
7
5
2
A
18
17
17
12
18
7
5
E
-
-
3
3
4
2
1
A
-
-
3
3
4
2
1
E
4
-
4
3
-
-
1
A
4
-
4
3
-
-
1
E
2
2
-
-
2
-
-
A
2
2
-
-
2
-
-
E
2
-
2
2
2
0
0
A
2
-
2
2
2
0
0
Bart Vogel
Jens Monsees
Kim Anderson
Anne O’Driscoll
Jim Hassell
Lisa Harker
Edwina Gilbert
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.
‘A’: represents the number of meetings attended by the Director.
2.
3. Refer to section 4(a) of the Remuneration Report for details about committee compositions.
infomedia.com.au 33
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
Company secretary
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.
Significant changes in 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 2023 are set out in Note 3
Dividends of the FY23 Financial Report.
Matters subsequent to the end of the financial year
On 28 August 2023 the Board declared a final dividend of 1.80 cents per share, franked to 100%. The record date for
determining dividend entitlements is 4 September 2023 and the dividend will be paid on 18 September 2023.
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.
Indemnification 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 FY23 financial period:
Instrument
Instruments Vested
Instruments Exercised
New Shares Issued on Exercise
Performance Rights
Share Appreciation Rights
Equity Bonus Plan
Performance Rights
Restricted Stock Units
Nil
Nil
365,700
104,457
Nil
Nil
365,700
Nil
Nil
Nil
24,659
Nil
34 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Report
Movements in equity incentives and shares issued on exercise of equity incentives after 30 June 2023
The following instrument movements have been recorded between 30 June 2023 and the date of this report:
Instrument
Instruments Vested
Instruments Exercised
New Shares Issued on Exercise
Performance Rights
Share Appreciation Rights
Equity Bonus Plan
Performance Rights
Nil
Nil
Nil
Nil
Nil
Nil
Restricted Stock Units
94,088
198,545
Nil
Nil
Nil
Nil
Equity Incentives on issue
At the date of this report the following equity incentives remain on issue:
Instrument
Performance Rights
Share Appreciation Rights
Equity Bonus Plan Performance Rights
Restricted Stock Units
Instruments On Issue
1,512,682
3,331,730
418,053
1,121,097
Further information about the SARs is set out in Note 19 Share-based remuneration of the FY23 Financial Report.
Auditor
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 Remuneration of auditors of the FY23 Financial Report.
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 of the FY23 Financial Report 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.
infomedia.com.au 35
Annual Report2023Empowering the data driven automotive ecosystem 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
28 August 2023
36 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem Deloitte Touche Tohmatsu
A.B.N. 74 490 121 060
Quay Quarter Tower
50 Bridge Street
Sydney NSW 2000
Australia
Tel: +61 (0) 2 9322 7000
www.deloitte.com.au
28 August 2023
The Board of Directors
Infomedia Ltd
Level 5, 155 Clarence Street
Sydney, NSW 2000
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 2023, I
declare that to the best of my knowledge and belief, there have been no contraventions of:
• The auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
• 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.
FY23 Financial Report
Table of Contents:
Page
Financial statements
39
40
41
42
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
43
46
47
47
50
53
56
57
57
58
60
60
61
62
63
66
66
66
67
73
74
74
75
76
Note 1. Operating segments
Note 2. Earnings per Share
Note 3. Equity – dividends
Note 4. Revenue 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. Provisions
Note 12. Contract liabilities
Note 13. Employee benefits
Note 14. Equity – issued share capital
Note 15. Financial instruments
Note 16. Contingencies and commitments
Note 17. Events after the reporting period
Note 18. Interests 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
38 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Consolidated statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
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
Net finance income/(expense)
Net foreign currency translation (losses)/gains
Total expenses
Profit before income tax (expense)/benefit
Income tax (expense)/benefit
FY23 Financial Report
Note
Consolidated
2022
$'000
2023
$'000
4
129,905
120,139
351
310
4
1
6
4
(52,735)
(11,219)
(6,761)
(6,078)
(1,403)
(1,865)
(5,595)
(31,443)
(484)
1,016
(752)
(117,319)
(54,491)
(10,544)
(5,820)
(5,319)
(774)
(1,641)
(3,038)
(31,658)
(87)
(133)
731
(112,774)
12,937
7,675
5
(3,355)
558
Profit after income tax (expense)/benefit for the year attributable to the owners
of Infomedia Ltd
9,582
8,233
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of
Infomedia Ltd
2,339
2,339
2,632
2,632
11,921
10,865
Cents
Cents
Basic earnings per share
Diluted earnings per share
2
2
2.55
2.54
2.19
2.18
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
infomedia.com.au 39
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Consolidated statement of financial position
As at 30 June 2023
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
FY23 Financial Report
Note
Consolidated
2022
$'000
2023
$'000
7
9
5
8
9
10(a)
6
5
8
12
10(b)
5
11
13
12
10(b)
5
11
13
14
14
64,859
16,195
675
-
2,326
84,055
572
1,447
11,947
79,285
4,795
3,112
101,158
69,045
11,948
503
1,609
2,949
86,054
907
2,026
6,382
86,768
2,524
6,245
104,852
185,213
190,906
6,874
5,587
2,467
1,349
28
8,085
24,390
37
9,731
10,784
1,344
473
22,369
5,557
2,615
2,148
362
678
15,074
26,434
36
4,106
11,905
842
1,024
17,913
46,759
44,347
138,454
146,559
105,196
(1,208)
5,612
1,521
27,333
105,196
(249)
3,273
1,203
37,136
138,454
146,559
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
40 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
FY23 Financial Report
Retained
profits
$'000
Total equity
$'000
47,316
153,153
8,233
-
8,233
2,632
8,233
10,865
Infomedia Ltd
Consolidated statement of changes in equity
For the year ended 30 June 2023
Consolidated
Share
capital
$'000
Treasury
shares held
in trust
$'000
Foreign
currency
reserve
$'000
Share-based
payments
reserve
$'000
641
-
2,632
2,632
-
-
-
-
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
Deferred tax on share-based
payments (note 5)
Purchase of treasury shares
(note 14)
Dividends paid (note 3)
-
-
-
-
-
-
-
Balance at 30 June 2022
105,196
-
-
-
-
-
-
(249)
-
(249)
-
-
-
-
1,185
18
-
-
-
-
1,185
18
-
(18,413)
(249)
(18,413)
3,273
1,203
37,136
146,559
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 2022
105,196
(249)
3,273
1,203
37,136
146,559
Profit after income tax expense
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
Deferred tax on share-based
payments (note 5)
Purchase of treasury shares
(note 14)
Dividends paid (note 3)
-
-
-
-
-
-
-
-
-
-
577
-
(1,536)
-
-
2,339
2,339
-
-
-
-
-
-
-
9,582
-
9,582
2,339
9,582
11,921
336
(18)
-
-
157
1,070
-
-
(19,542)
(18)
(1,536)
(19,542)
Balance at 30 June 2023
105,196
(1,208)
5,612
1,521
27,333
138,454
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
infomedia.com.au 41
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Consolidated statement of cash flows
For the year ended 30 June 2023
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest and other finance costs paid
Income taxes paid
Net cash from operating activities
Cash flows from investing activities
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
Net (decrease)/increase 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
FY23 Financial Report
Note
Consolidated
2022
$'000
2023
$'000
134,076
(92,428)
122,443
(75,165)
41,648
1,335
(319)
(3,674)
47,278
183
(316)
(2,356)
4
4
20
38,990
44,789
4
14
3
10
(325)
(20,103)
(404)
(22,286)
(20,428)
(22,690)
(1,536)
(19,542)
(2,134)
(249)
(18,413)
(2,691)
(23,212)
(21,353)
(4,650)
69,045
464
746
66,795
1,504
64,859
69,045
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
42 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
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 or managed from.
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 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.
The Group changed its classification of other ancillary service revenue to the Corporate segment in the current period to
align with changes in internal management reporting. Prior period comparatives have been represented to align to these
changes. There is no impact on one-time revenue, total revenue, or net profit after tax reported for the Group as a result of
this change.
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)
Share-based payment expenses (adjusted from employee benefits expenses)
Capitalised development costs (adjusted from employee benefits expenses)
Business restructuring costs (adjusted from employee benefits expenses)
AASB 16 non-cash adjustments (adjusted from facilities expenses)
Takeover bid expenses (adjusted from marketing and other expenses)
Closure of subsidiary (adjusted from marketing and other expenses)
Impairment expense
Other non-recurring costs (adjusted from marketing and other expenses, which in the current period include one-off
indirect taxes and consulting fees)
Unrealised foreign exchange gains/losses
Net finance expense/income
Income tax benefit/expense
Depreciation and amortisation expenses
A reconciliation of Underlying Cash EBITDA to reported NPAT is disclosed in the operating segment information presented
below.
infomedia.com.au 43
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 1. Operating segments (continued)
Consolidated - 2023
Revenue
Other operating income
Sales, marketing and support
Product development and management
Data management
Administration
Underlying employee benefits 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
FY23 Financial Report
Asia Pacific
$'000
EMEA Americas Corporate
$'000
$'000
$'000
Total
$'000
40,834
39,530
47,710
1,831
129,905
-
-
351
-
351
(5,949)
-
-
-
(5,949)
(41)
(4,206)
(410)
(327)
(165)
(336)
2
(4,738)
-
-
-
(4,738)
(117)
(80)
(1,497)
(362)
(170)
(322)
(1)
(9,333)
-
-
-
(9,333)
(334)
(2,475)
(4,171)
(257)
(216)
(711)
6
(1,799)
(30,943)
(3,810)
(12,047)
(48,599)
(10,727)
-
-
(2,860)
(1,314)
(2,378)
211
(21,819)
(30,943)
(3,810)
(12,047)
(68,619)
(11,219)
(6,761)
(6,078)
(3,806)
(1,865)
(3,747)
218
(11,432)
(7,287)
(17,491)
(65,667)
(101,877)
Underlying Cash EBITDA
29,402
32,243
30,570
(63,836)
28,379
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 income
Underlying profit before tax
Underlying income tax expense
Underlying NPAT
Earnout - Nidasu
Earnout - SimplePart
Impairment expense
Unrealised foreign currency translation losses
Takeover bid expenses
Other non-recurring costs
Business restructuring costs
Share-based payment expenses
Related income tax credit
Reported NPAT
20,103
2,401
50,883
(890)
(22,891)
(5,002)
(2,660)
1,016
20,456
(5,318)
15,138
93
(2,709)
(484)
(970)
(1,306)
(540)
(487)
(1,116)
1,963
9,582
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 $31.359 million from Australia (2022: $28.288 million) and $36.505 million
from the United States of America (2022: $33.039 million). Of the Group's non-current assets, $73.623 million (2022: $69.328
million) are located in Australia and $25.620 million (2022: $31.889 million) are located in the United States of America.
44 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 1. Operating segments (continued)
Consolidated - 2022
Revenue
Other operating income
Sales, marketing and support
Product development and management
Data management
Administration
Underlying employee benefits 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
FY23 Financial Report
Asia Pacific
$'000
EMEA Americas Corporate
$'000
$'000
$'000
Total
$'000
35,588
37,805
41,828
4,918
120,139
-
-
310
-
310
(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
(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
25,794
31,118
25,245
(57,360)
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 expense
Underlying profit before tax
Underlying income tax expense
Underlying NPAT
Earnout - Nidasu
Earnout - SimplePart
Closure of subsidiary
Impairment expense
Unrealised foreign currency translation gains
Takeover bid 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
infomedia.com.au 45
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
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
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
9,582
8,233
Cents
Cents
2.55
2.54
2.19
2.18
Number
Number
375,783,622 375,762,341
(32,103)
(367,252)
375,416,370 375,730,238
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
375,416,370 375,730,238
Adjustments for calculation of diluted earnings per share:
Equity based incentives
1,906,094
1,264,310
377,322,464 376,994,548
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.
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.
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.
46 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 3. Equity - dividends
Dividends paid during the financial year were as follows:
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
Final dividend for the year ended 30 June 2022 of 3.00 cents 14% franked (2021: 2.30 cents
70% franked) per ordinary share
11,274
8,643
Interim dividend for the year ended 30 June 2023 of 2.20 cents 36% franked (2022: 2.60
cents 70% franked) per ordinary share
8,268
9,770
19,542
18,413
On 28 August 2023, the directors declared a final dividend of 1.80 cents per share to be paid on 18 September
2023, franked to 100%. As
the dividends declared have not been
in these financial statements and will be recognised in future financial statements. The total estimated
recognised
dividend to be paid is $6.764 million
the reporting date,
this occurred after
Franking credits
Consolidated
2022
$'000
2023
$'000
Franking credits available for subsequent financial years based on a tax rate of 30%
4,894
699
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. Revenue and expenses
Revenue disaggregated by nature
Subscription and related revenue
Other ancillary service revenue
Disaggregation of subscription revenue
Microcat
Superservice
InfoDrive
SimplePart
Consolidated
2022
$'000
2023
$'000
128,074
1,831
129,905
115,221
4,918
120,139
56,206
26,941
26,967
17,960
128,074
53,094
25,272
21,426
15,429
115,221
infomedia.com.au 47
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 4. Revenue 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
Earnout - Nidasu
Earnout - SimplePart
Capitalised development costs
Business restructuring costs
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
(21,819)
(30,943)
(3,810)
(12,047)
(68,619)
(1,116)
93
(2,709)
20,103
(487)
(20,956)
(30,759)
(3,473)
(11,344)
(66,532)
(1,229)
(2,006)
(7,010)
22,286
-
Total employee benefits expenses
(52,735)
(54,491)
Net finance income/(expense)
Finance income
Interest expense and lease liabilities finance charges
Accounting policies
Revenue recognition
1,335
(319)
1,016
183
(316)
(133)
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 the following revenue streams:
Subscription and related revenue:
●
●
subscriptions to the Group’s software products including development services to tailor off-the-shelf software solutions
for specific use or functionality requirements or integration with customers' systems; and
agency services for advertising support provided to customers.
Other ancillary service revenue:
●
ancillary services in the form of software installation and training.
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.
48 infomedia.com.au
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FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 4. Revenue and expenses (continued)
Revenue recognition for each of the above revenue streams are as follows:
Subscription and related revenue:
●
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.
●
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.
Other ancillary service revenue:
●
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 depending on how the terms of the service arrangements are satisfied
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.
infomedia.com.au 49
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 5. Income tax
Income tax expense/(benefit)
Current tax
Deferred tax - current year
Adjustments in respect of prior years
Aggregate income tax expense/(benefit)
Deferred tax included in income tax expense/(benefit) comprises:
Increase in deferred tax assets
Decrease in deferred tax liabilities
Deferred tax - current year
Numerical reconciliation of income tax expense/(benefit) and tax at the statutory rate
Profit before income tax (expense)/benefit
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Additional research and development deduction
Effects of foreign tax rates difference
Share-based payments
Earnout expense
Non-assessable income
Non-deductible expenses
Adjustments in respect of prior years
Income tax expense/(benefit)
Amounts charged directly to equity
Deferred tax assets
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
6,122
(3,392)
625
4,031
(3,954)
(635)
3,355
(558)
(2,271)
(1,121)
(3,210)
(744)
(3,392)
(3,954)
12,937
3,881
(1,923)
594
-
-
-
178
2,730
625
3,355
7,675
2,303
(2,588)
234
-
516
(388)
-
77
(635)
(558)
(18)
18
50 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 5. Income tax (continued)
Deferred tax asset
Deferred tax asset comprises temporary differences attributable to:
Provisions
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
Credited/(charged) to equity
Reversal of offset against deferred tax liabilities
Foreign currency exchange differences
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 currency exchange differences
Intangible assets
Share-based payments trust contributions
Other
Offset against deferred tax assets
Deferred tax liability
Movements:
Opening balance
Credited to profit or loss
Reversal of offset against deferred tax assets
Foreign currency exchange differences
Offset against deferred tax assets
Closing balance
Income tax refund due
Income tax receivable
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
3,360
145
680
1
3,818
1,252
(4,461)
2,770
185
479
4
2,879
608
(4,401)
4,795
2,524
2,524
2,271
(18)
4,401
78
(4,461)
351
3,210
18
3,306
(60)
(4,401)
4,795
2,524
14,082
184
142
176
208
43
410
(4,461)
15,273
505
79
(2)
443
-
8
(4,401)
10,784
11,905
11,905
(1,121)
4,401
60
(4,461)
13,704
(744)
3,406
(60)
(4,401)
10,784
11,905
-
1,609
infomedia.com.au 51
Annual Report2023Empowering the data driven automotive ecosystem
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 5. Income tax (continued)
Provision for income tax
Provision for income tax
Critical accounting judgements, estimates and assumptions
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
1,349
362
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.
52 infomedia.com.au
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
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 and impairment
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
20,965
20,700
172,550
(124,077)
48,473
22,676
(15,316)
7,360
5,568
(3,241)
2,327
873
(713)
160
150,513
(99,315)
51,198
23,091
(11,741)
11,350
5,380
(2,639)
2,741
868
(89)
779
79,285
86,768
Reconciliation
Reconciliation of the written down values at the beginning and end of the current and previous financial year is set out below:
Consolidated
Balance at 1 July 2021
Additions
Amortisation expense
Impairment expense
Exchange differences
Balance at 30 June 2022
Additions
Amortisation expense
Impairment expense
Exchange differences
Capitalised
development
costs
$'000
Goodwill
$'000
Software
Customer
systems relationships
$'000
$'000
Brand
names
$'000
20,138
-
-
-
562
20,700
-
-
-
265
51,075
22,286
(22,164)
(87)
88
51,198
20,103
(22,891)
(8)
71
15,505
-
(5,177)
-
1,022
11,350
-
(4,370)
-
380
3,032
-
(459)
-
168
2,741
-
(484)
-
70
855
-
(89)
-
13
779
-
(148)
(476)
5
Total
$'000
90,605
22,286
(27,889)
(87)
1,853
86,768
20,103
(27,893)
(484)
791
Balance at 30 June 2023
20,965
48,473
7,360
2,327
160
79,285
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.
The Group considers the relationship between its market capitalisation and its book value, among other factors, when
reviewing for indicators of impairment.
infomedia.com.au 53
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FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 6. Non-current assets - intangibles (continued)
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:
2023
Goodwill
Indefinite life intangibles
2022
Goodwill
Indefinite life intangibles
Impairment assessment
APAC
$'000
Americas
$'000
4,517
-
10,611
160
EMEA
$'000
5,837
-
Total
$'000
20,965
160
4,517
-
10,346
154
5,837
-
20,700
154
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.
The key assumptions1 used in the impairment assessment were as follows:
●
APAC: revenue growth rates applied up to 13%; terminal growth rate of 2.5% and post-tax weighted average cost of
capital of 10.5%.
Americas: revenue growth rates applied up to 14%; terminal growth rate of 2.5% and post-tax weighted average cost
of capital of 10.5%
EMEA: revenue growth rates applied up to 6%; terminal growth rate of 2.5% and post-tax weighted average cost of
capital of 10.5%.
●
●
As at 30 June 2023, the fair value less costs of disposal (2022: fair value less costs of disposal) 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.
Other intangible assets
An impairment charge of $0.484 million has been applied to the carrying amount of the Nidasu brand name ($0.476 million)
as it has been rebranded to Infodrive CX and capitalised development costs ($0.008 million).
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.
54 infomedia.com.au
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FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 6. Non-current assets - intangibles (continued)
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.
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.
Accounting policy for 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. Assets that do not
have independent cash flows are grouped together to form a CGU.
infomedia.com.au 55
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 7. Current assets - trade and other receivables
Trade receivables
Less: Allowance for expected credit losses
Other receivables
Allowance for expected credit losses
Aging Profile
Current
0 to 30 days
30 to 60 days
Over 60 days
Movements in the allowance for expected credit losses
Opening balance
Additional provisions recognised
Amounts written off as uncollectable
Closing balance
Accounting policy for trade and other receivables
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
15,919
(477)
15,442
12,202
(394)
11,808
753
140
16,195
11,948
Carrying amount
2022
$'000
2023
$'000
Allowance for expected
credit losses
2022
$'000
2023
$'000
10,899
2,576
1,078
1,366
9,432
1,198
558
1,014
15,919
12,202
80
46
37
314
477
48
18
10
318
394
Consolidated
2022
$'000
2023
$'000
394
149
(66)
477
423
107
(136)
394
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, which is inclusive of any allowance for expected credit losses. Trade receivables are generally due for
settlement within 30 to 60 days.
The Group adopts a lifetime expected loss approach to estimate credit losses. To measure the expected credit losses,
trade receivables have been grouped based on days outstanding.
Critical accounting judgements, estimates and assumptions
The allowance for expected credit losses requires a degree of estimation and judgement. The allowance for expected
credit losses is calculated by applying expected credit loss rates to each aged receivables category incorporating manual
adjustments where necessary. The expected credit loss rates are determined with reference to recent sales experience,
historical collection rates and forward looking information available at the time of preparation. Actual credit losses in future
years may be higher or lower than the provided allowance.
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Notes to the consolidated financial statements
30 June 2023
Note 8. Other assets
Current
Prepayments and deferred expenses
Non-current
Net earnout in escrow
Prepayments and deferred expenses
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
2,326
2,949
2,765
347
3,112
6,152
93
6,245
Prepayments represent payments made for goods or services yet to be delivered.
Deferred expenses represent costs that have been invoiced but are expected to be incurred in future periods.
Net earnout in escrow represents an amount held in trust for the purchase of SimplePart LLC expected to be released in
future periods, which has been offset against any accrued expense payable.
Note 9. Contract assets
Current
Non-current
Reconciliation
Consolidated
2022
$'000
2023
$'000
675
572
503
907
1,247
1,410
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
1,410
971
(1,247)
113
902
1,083
(546)
(29)
Closing balance
1,247
1,410
Accounting policy for contract assets
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.
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 10. Leases
10(a). Right-of-use assets
Right-of-use assets
Less: Accumulated depreciation
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
14,734
(2,787)
12,250
(5,868)
11,947
6,382
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
Increase in leasehold improvements
Depreciation
Exchange differences
Closing balance
Accounting policy for right-of-use assets
Consolidated
2022
$'000
2023
$'000
6,382
7,917
161
(2,660)
147
8,796
6
-
(2,804)
384
11,947
6,382
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.
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.
10(b). Lease liabilities
Current
Non-current
58 infomedia.com.au
Consolidated
2022
$'000
2023
$'000
2,467
9,731
12,198
2,148
4,106
6,254
Annual Report2023Empowering the data driven automotive ecosystem
FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 10. Leases (continued)
Reconciliation
A reconciliation of lease liabilities at the beginning and end of the current and previous financial year is set out below:
Opening balance
Additions
Lease payments (AASB 16 rent adjustment)
Interest charges
Exchange differences
Closing balance
Consolidated
2022
$'000
2023
$'000
6,254
7,917
(2,402)
268
161
8,575
6
(2,940)
249
364
12,198
6,254
Future lease payments relating to lease liabilities are disclosed in note 15.
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 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.
Variable lease payments include rent concessions in the form of rent forgiveness.
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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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 11. Provisions
Lease make good
Current
Non-current
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
28
1,344
1,372
678
842
1,520
The provision represents the present value of the estimated costs to make good the premises leased by the Group at the
end of the respective lease terms.
Reconciliation
A reconciliation of the lease make good provision at the beginning and end of the current and previous financial year is set
out below:
Opening balance
Additions
Payments
Releases
Interest charges
Exchange differences
Closing balance
Accounting policy for provisions
Consolidated
2022
$'000
2023
$'000
1,520
161
(229)
(155)
43
32
1,372
1,431
-
-
-
49
40
1,520
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.
Note 12. Contract liabilities
Current
Non-current
60 infomedia.com.au
Consolidated
2022
$'000
2023
$'000
5,587
37
5,624
2,615
36
2,651
Annual Report2023Empowering the data driven automotive ecosystem
FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 12. Contract liabilities (continued)
Reconciliation
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
Transfer to revenue - included in the opening balance
Transfer to revenue - performance obligations satisfied in the current financial period
Exchange differences
Closing balance
Accounting policy for contract liabilities
Consolidated
2022
$'000
2023
$'000
2,651
13,090
(2,651)
(7,521)
55
3,411
9,784
(2,698)
(7,839)
(7)
5,624
2,651
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 13. Employee benefits
Current
Employee benefits payable
Nidasu earnout accrual
SimplePart earnout accrual
Annual leave and long service leave provision
Cash settled long-term incentive
Non-current
SimplePart earnout accrual
Long service leave provision
Cash settled long-term incentive
Accounting policy for employee benefits
Short-term employee benefits
Consolidated
2022
$'000
2023
$'000
4,144
-
-
3,913
28
3,377
2,845
4,555
4,297
-
8,085
15,074
-
447
26
473
585
439
-
1,024
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.
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 13. Employee benefits (continued)
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
Arrangements for contingent payments to selling shareholders in a business combination 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.
Note 14. Equity - issued share capital
Ordinary shares - fully paid
Treasury shares held in trust - fully paid
Movements in ordinary share capital
Details
Balance
2023
Shares
2022
Shares
Consolidated
2022
$'000
2023
$'000
375,787,000 375,762,341
(200,000)
374,947,960 375,562,341
(839,040)
105,196
(1,208)
103,988
105,196
(249)
104,947
Date
Shares
Issue price
$'000
1 July 2021
375,762,341
Balance
Issue of shares - performance rights
30 June 2022
19 August 2022
375,762,341
24,659
$0.00
Balance
30 June 2023
375,787,000
Movements in treasury shares held in trust
Details
Balance 1 July 2021
Purchase of treasury shares during the year
Balance 30 June 2022
Purchase of treasury shares during the year
Issue/distribution of treasury shares during the year
Balance 30 June 2023
Ordinary shares
Shares
Acquisition
price
-
200,000
200,000
1,109,197
(470,157)
839,040
$1.25
$1.39
$1.23
105,196
105,196
-
105,196
$'000
-
249
249
1,536
(577)
1,208
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.
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FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 14. Equity - issued share capital (continued)
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 2022 Annual Report.
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 15. 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.
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 15. Financial instruments (continued)
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)
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
10,548
2,063
462
18,473
9,652
1,390
13,073
29,515
The Group had cash denominated in foreign currencies of $13.073 million as at 30 June 2023 (2022: $29.515 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
2022
$'000
2023
$'000
541
(541)
665
(665)
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 loss for the year ended 30 June 2023 was $0.752 million
(2022: gain of $0.731 million).
Interest rate risk
The Group is not exposed to significant interest rate risk.
The Group had the following cash and cash equivalents and associated weighted average variable interest rates at the
reporting date:
Consolidated
Cash at bank
Cash on deposit
Credit risk
Weighted
average
interest rate
%
0.17%
3.32%
2023
2022
Weighted
average
interest rate
%
-
1.13%
Balance
$'000
12,650
52,209
64,859
Balance
$'000
38,366
30,679
69,045
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.
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 15. Financial instruments (continued)
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.
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
2022
$'000
2023
$'000
2,468
9,581
149
12,198
2,148
3,880
226
6,254
●
trade and other receivables and trade and other payables which are non-interest bearing and with credit terms generally
between 30 to 60 days:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Surplus trade and other cash
64,859
16,195
81,054
69,045
11,948
80,993
(6,874)
(5,557)
74,180
75,436
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 16. 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 2023 was $3.496 million (2022: $1.219 million).
Note 17. Events after the reporting period
No other matter or circumstance has arisen since 30 June 2023 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 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.
Nidasu Pty Limited
SimplePart, LLC
IFM Deutschland GmbH
Principal place of business /
Country of incorporation
United Kingdom
USA
Australia
USA
Germany
Ownership interest
2023
2022
%
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Infomedia Ltd is the ultimate parent entity of the Group.
Transactions with related parties
During the year ended 30 June 2023, $24,978 of revenue (2022: nil) was earned from related parties. All transactions were
made at arms length on normal commercial terms and conditions and at market rates.
Receivable from and payable to related parties
There were no trade payables to related parties at the current or previous reporting date. As at 30 June 2023, there was
$1,621 (2022: nil) receivable from related parties and no expense was recognised in respect of impaired receivables due
from related parties.
Loans to/from related parties
There were no loans to or from related parties at the current or previous reporting date.
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Notes to the consolidated financial statements
30 June 2023
Note 19. Share-based remuneration
The Group provides eligible employees (including key management personnel but excluding non-executive directors) with
long-term incentives ('LTIs') in the form of share-based payments. LTIs are an integral part of the Group's remuneration
policy.
The ultimate objective of share-based remuneration is to incentivise and align executives with delivery of long-term
shareholder value.
Performance based LTIs 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
roles.
Retention based LTIs help the Group to attract and retain skilled and experienced senior employees.
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 discretion to settle LTIs in cash in
appropriate circumstances. LTIs are governed by the terms of the Company’s Long Term Incentive Plan ('the Plan').
Trading in the Company’s shares 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.
Designated employees are restricted from trading shares outside defined trading windows without prior Board approval.
The Remuneration, People and Culture Committee recommends to the Board to approve each employee's participation in
the Plan. All LTIs are issued by the Company.
The following LTIs are currently on issue:
Note
19(a). Performance Rights (PRs)
19(b). Share Appreciation Rights (SARs)
19(c). Equity Bonus Plan Rights (EBPRs) and Restricted Stock Units (RSUs)
19(a). Performance Rights (PRs)
General terms of PRs currently on issue:
●
●
●
●
●
●
●
●
●
●
●
The Board approves the issue of PRs to eligible employees subject to the Plan rules.
PRs are granted for nil consideration and no strike price is payable upon exercise.
PR vesting conditions are not market related and are conditional on meeting the performance hurdles described below.
PRs automatically lapse if vesting conditions are not met.
Eligible employees must remain employed at any relevant vesting and/or exercise date, subject to limited exceptions
contained in the Plan rules.
Vested PRs may be exercised up to a specified number of years after the grant date.
The Plan provides for Board discretion to adjust the performance measures for non-trading items as well as other
items affecting underlying earnings.
The Board determines the number of PRs to vest based on the outcome of the performance hurdles.
No dividend or voting rights are attached to PRs until they are exercised and converted into fully paid ordinary shares.
Upon exercise, each PR converts into one fully paid ordinary share of the Company.
The fair value of the PRs at grant date is valued by an external party with reference to the share price in accordance
with the applicable accounting standard AASB 2 Share-Based Payment ('AASB 2').
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Notes to the consolidated financial statements
30 June 2023
Note 19. Share-based remuneration (continued)
PRs outstanding at 30 June 2023:
Financial year in which PRs were issued
2023
2022
2021
Grant date
Performance period from
Performance period to
Testing event: release of audited accounts
Expiry date after grant date
Performance measure:
Compound Annual Growth Rate (CAGR) on adjusted
earnings per share (cents per share)
Vesting scale for CAGR:
Below 10%
At 10%
Between 10% & 15% - straight line pro-rata between
At or above 15%
Fair value at grant date valuation assumptions:
Share price
Term
Risk-free interest rate
Dividend yield
Volatility
Movement in number of issued PRs:
2023
21-Mar-23 21-Dec-21 29-Mar-21
01-Jul-22 01-Jul-21 01-Jul-20
30-Jun-25 30-Jun-24 30-Jun-23
FY24
4 years
FY23
6 years
FY25
4 years
4.40
4.90
5.63
0%
25%
0%
25%
25%-100% 25%-100% 50%-100%
100%
0%
50%
100%
100%
$1.43
$1.45
2.4 years 2.7 years
2.83%
3.70%
38.00%
0.87%
3.40%
38.00%
Grant date
Performance
period
Expiry date
Fair value
at grant
date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
21-Mar-23
21-Dec-21
29-Mar-21
15-Nov-19
30-Jun-25
30-Jun-24
30-Jun-23
30-Jun-22
20-Mar-27
20-Dec-25
28-Mar-27
14-Nov-25
$1.31
$1.33
$1.51
$2.09
-
540,061
192,634
54,993
974,910
-
-
-
787,688
974,910
-
-
-
-
-
(44,803)
(168,942)
(59,670)
(54,993)
930,107
371,119
132,964
-
(328,408) 1,434,190
2022
Grant date
Performance
period
Expiry date
Fair value
at grant
date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
21-Dec-21
29-Mar-21
15-Nov-19
26-Nov-18
30-Jun-24
30-Jun-23
30-Jun-22
30-Jun-21
20-Dec-25
28-Mar-27
14-Nov-25
01-Oct-21
$1.33
$1.51
$2.09
$1.00
-
192,634
61,997
876,072
540,061
-
-
-
1,130,703
540,061
-
-
-
-
-
-
-
(7,004)
(876,072)
540,061
192,634
54,993
-
(883,076)
787,688
68 infomedia.com.au
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 19. Share-based remuneration (continued)
19(b). Share Appreciation Rights (SARs)
General terms of SARs currently on issue:
●
●
●
●
●
●
●
●
●
●
The Board approves the issue of SARs to eligible employees subject to the Plan rules.
SARs are granted for nil consideration and no strike price is payable upon exercise.
SARs are tested over a three-year performance period and vest proportionally based on the relevant vesting and
performance criteria for each grant.
SARs automatically lapse if vesting conditions are not met.
Eligible employees must remain employed at any relevant vesting date, subject to limited exceptions contained in the
Plan rules.
Vested SARs may be exercised up to a specified number of years after the grant date.
The Plan provides for Board discretion to adjust the performance measures for non-trading items as well as other
items affecting revenue and underlying earnings.
No dividend or voting rights are attached to SARs until they are exercised and converted into fully paid ordinary shares.
Upon exercise SAR holders receive fully paid ordinary shares in the Company equivalent to the growth in share price
over the ‘Reference Price’ calculated for each particular grant, multiplied by the number of vested SARs. The share
price must exceed the Reference Price at the time of exercise.
The fair value of the SARs at grant date is valued by an external party with reference to the share price in accordance
with AASB 2.
SARs outstanding at 30 June 2023:
Financial year in which SARs were issued
2023
2022
2021
Grant date
Performance period from
Performance period to
Testing event: release of audited accounts
Expiry date after grant date
Performance measure:
Compound Annual Growth Rate (CAGR) on:
Revenue ($'000)
Adjusted earnings per share (cents per share)
Vesting scale for CAGR:
Below 10%
At 10%
Between
Straight line pro-rata between
At
% vesting
Above
21-Mar-23 21-Dec-21 29-Mar-21
01-Jul-22 01-Jul-21 01-Jul-20
30-Jun-25 30-Jun-24 30-Jun-23
FY24
4 years
FY23
6 years
FY25
4 years
120,140
-
97,446
-
-
5.63
0%
25%
0%
50%
0%
25%
10%-20% 10%-20% 10%-15%
25%-100% 25%-100% 50%-100%
20%
100%
20%*
20%
100%
20%*
15%
100%
15%
*
Outperformance Award comprising additional shares granted at vesting equivalent to 50% of the shares awarded on
exercise of the SARs.
Calculation methodology:
Participating employees benefit from potential growth in the Company's share price between the grant and exercise dates.
Upon exercise the SARs convert to a number of shares determined by the following calculation:
(SAR End Price - Reference Price) X Number of SARs
SAR End Price
= Number of Shares Vested + Outperformance Award (where applicable)
infomedia.com.au 69
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Notes to the consolidated financial statements
30 June 2023
Note 19. Share-based remuneration (continued)
Financial year in which SARs were issued
2023
2022
2021
Where:
SAR End Price: number of days Volume Weighted Average Price
(VWAP) of the Company's shares up to exercise date
Reference Price: number of days VWAP calculation on the
Company's share price
(a) following the 2022 Annual General Meeting
(b) Up to and including 30 June 2021
(c) Following release of prior year results
Reference Price
Fair value at grant date valuation assumptions:
Reference price
Share price
Term
Risk-free interest rate
Dividend yield
Volatility
Calculation methodology:
Number of SARs is determined by the following formula:
SAR Award Opportunity ($)
SARs Estimated Value ($)
5 days
5 days
5 days
20 days(a) 20 days(b) 10 days(c)
$1.1160
$1.4650
$1.6758
$1.1160
$1.43
$1.4650
$1.45
3.2 years 3.4 years
2.82%
3.70%
38.00%
1.05%
3.40%
38.00%
Where:
SARs estimated value at the grant date is based on the Cox-Ross-Rubinstein binomial lattice valuation model taking into
account the terms and conditions under which the SARs were granted.
Movement in number of issued SARs:
2023
Grant date
Performance
period
Expiry date
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
21-Mar-23
21-Dec-21
29-Mar-21
15-Nov-19
30-Jun-25
30-Jun-24
30-Jun-23
30-Jun-22
20-Mar-27
20-Dec-25
28-Mar-27
14-Nov-25
$0.46
-
$0.32 2,109,843
$0.40 1,313,122
$0.65 1,135,575
1,081,967
-
-
-
-
-
-
-
- 1,081,967
(660,000) 1,449,843
678,511
(634,611)
-
(1,135,575)
4,558,540 1,081,967
-
(2,430,186) 3,210,321
2022
Grant date
Performance
period
Expiry date
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
21-Dec-21
29-Mar-21
15-Nov-19
30-Jun-24
30-Jun-23
30-Jun-22
20-Dec-25
28-Mar-27
14-Nov-25
$0.32
-
$0.40 2,986,198
$0.65 2,418,182
2,109,843
-
-
-
-
-
- 2,109,843
(1,673,076) 1,313,122
(1,282,607) 1,135,575
5,404,380 2,109,843
-
(2,955,683) 4,558,540
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 19. Share-based remuneration (continued)
19(c). Equity Bonus Plan Rights (EBPRs) and Restricted Stock Units (RSUs)
General terms of EBPRs currently on issue:
●
●
●
●
●
●
●
The Board approves the issue of EBPRs and RSUs to eligible employees subject to the Company's Equity Bonus Plan
Rules.
EBPRs and RSUs are granted and exercised for nil consideration.
Eligible employees must remain employed by the Company at any exercise date. No other performance hurdles apply.
EBPRs and RSUs vest in terms of each offer at specified dates.
Unexercised EBPRs and RSUs automatically lapse and are forfeited after the specified expiry dates.
Upon vesting and exercise each EBPR or RSU converts into one fully paid ordinary share per EBPR or RSU.
The fair value of the EBPRs and RSUs at grant date is valued by the Company with reference to the share price in
accordance with AASB 2.
Movement in number of issued EBPRs:
2023
Grant date Vesting date Expiry date
18-Mar-22
18-Mar-22
14-Oct-21
14-Oct-21
14-Oct-21
14-Oct-21
20-Dec-21
30-Jun-23
31-Dec-23
01-Jul-23
31-Dec-22
01-Jul-22
31-Mar-22
01-Dec-23
31-Dec-24
31-Dec-24
31-Dec-23
31-Dec-23
31-Dec-23
31-Dec-23
31-Dec-23
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
$1.40
$1.38
$1.56
$1.59
$1.62
$1.63
$1.37
51,195
51,195
34,130
204,181
34,130
204,181
459,130
1,038,142
-
-
-
-
-
-
-
-
-
-
-
(141,041)
(34,130)
(190,529)
-
(51,195)
(51,195)
-
(63,140)
-
(13,652)
(75,207)
-
-
34,130
-
-
-
383,923
(365,700)
(254,389)
418,053
2022
Grant date Vesting date Expiry date
18-Mar-22
18-Mar-22
14-Oct-21
14-Oct-21
14-Oct-21
14-Oct-21
20-Dec-21
30-Jun-23
31-Dec-23
01-Jul-23
31-Dec-22
01-Jul-22
31-Mar-22
01-Dec-23
31-Dec-24
31-Dec-24
31-Dec-23
31-Dec-23
31-Dec-23
31-Dec-23
31-Dec-23
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
$1.40
$1.38
$1.56
$1.59
$1.62
$1.63
$1.37
-
-
-
-
-
-
-
-
51,195
51,195
34,130
204,181
34,130
204,181
459,130
1,038,142
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
51,195
51,195
34,130
204,181
34,130
204,181
459,130
- 1,038,142
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 19. Share-based remuneration (continued)
Movement in number of issued RSUs:
2023
Grant date Vesting date Expiry date
01-Jul-23
01-Jul-24
01-Jul-25
30-Jun-25
21-Mar-23
21-Mar-23
21-Mar-23
21-Mar-23
23-May-22* 23-May-23
23-May-22* 23-May-24
23-May-22* 23-May-25
20-Mar-27
20-Mar-27
20-Mar-27
20-Mar-27
N/A
N/A
N/A
Fair value at
grant date
Balance at
the start of
the year
Granted
Vested and
exercised
Lapsed or
forfeited
Balance at
the end of
the year
$1.42
$1.36
$1.31
$1.31
$1.19
$1.14
$1.08
-
-
-
-
-
-
-
-
109,020
109,020
109,020
679,211
104,457
104,457
104,456
-
-
-
-
(104,457)
-
-
(14,934)
(14,934)
(14,934)
(44,803)
-
-
-
94,086
94,086
94,086
634,408
-
104,457
104,456
1,319,641
(104,457)
(89,605) 1,125,579
*
These RSUs, representing the CEO and Managing Director's one-time sign-on bonus, were deemed granted and
reported as unissued EBPRs in the FY22 Remuneration Report subject to Shareholder approval. The RSUs were issued
on 9 March 2023.
2022
There were no RSUs on issue.
Accounting policy for share-based payments
Share-based compensation benefits in the form of conditional rights to acquire shares in the Company are provided to some
senior employees. The cost of share-based transactions is measured at fair value on grant date. Fair value is estimated
using a pricing model that takes into account the exercise price, option term, dilution impact, share price at grant date, price
volatility, dividend yield and the risk free interest rate for the term of the option. The pricing model also includes non-vesting
conditions that do not determine whether the Group receives the services that entitle the employees to receive payment. No
other vesting conditions are taken into account.
The cost of share-based transactions is recognised as an expense with a corresponding increase in equity over 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 cumulative charge to profit or loss is calculated based on the grant
date fair value of the LTIs, the best estimate of the number of LTIs that are likely to vest and the expired portion of the vesting
period. The total impact for the period arising from share-based payment transactions is included in note 4.
72 infomedia.com.au
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 20. Cash flow information
Reconciliation of profit after income tax to net cash from operating activities
Profit after income tax (expense)/benefit for the year
Adjustments for:
Depreciation and amortisation
Share-based payments
Exchange differences
Impairment expense
Disposal of subsidiary
Change in operating assets and liabilities:
(Increase)/decrease in trade and other receivables
(Increase)/decrease in other assets
(Increase)/decrease in contract assets
(Increase)/decrease in income tax receivable
(Increase)/decrease in deferred tax assets
Increase/(decrease) in trade and other payables
Increase/(decrease) in contract liabilities
Increase/(decrease) in provision for income tax
Increase/(decrease) in employee benefits
Increase/(decrease) in deferred tax liabilities
Decrease in other provisions
FY23 Financial Report
Consolidated
2022
$'000
2023
$'000
9,582
8,233
31,443
1,116
968
484
-
(4,247)
3,756
163
1,609
(2,271)
1,317
2,973
987
(7,540)
(1,121)
(229)
31,658
1,229
(723)
87
(11)
(290)
2,832
(508)
579
(2,173)
424
(760)
7
6,004
(1,799)
-
Net cash from operating activities
38,990
44,789
Non-cash investing and financing activities
Additions to the right-of-use assets
Issue/distribution of treasury shares
Changes in liabilities arising from financing activities
Consolidated
Balance at 1 July 2021
Net cash used in financing activities
Acquisition of leases
Exchange differences
Balance at 30 June 2022
Net cash used in financing activities
Acquisition of leases
Exchange differences
Balance at 30 June 2023
Consolidated
2022
$'000
2023
$'000
7,917
(577)
7,340
6
-
6
Lease
liabilities
$'000
8,575
(2,691)
6
364
6,254
(2,134)
7,917
161
12,198
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
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
Net assets
Equity
Issued share capital
Share-based payments reserve
Retained profits
Total equity
Consolidated
2022
$
2023
$
2,131,182
102,900
416
356,710
1,828,163
101,952
-
203,873
2,591,208
2,133,988
2023
$'000
11,482
11,482
2023
$'000
Parent
2022
$'000
8,282
8,282
Parent
2022
$'000
105,529
66,612
180,825
166,840
30,797
18,959
52,749
31,179
128,076
135,661
105,196
1,521
21,359
105,196
1,203
29,262
128,076
135,661
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.
74 infomedia.com.au
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FY23 Financial Report
Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
Note 22. Parent entity information (continued)
Guarantees
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 2023 and 30 June
2022.
The parent entity has provided the following:
●
●
Bank guarantee to a maximum value of $1.591 million (2022: $1.060 million) relating to lease commitments.
Other guarantees of $1.905 million (2022: nil) for lease commitments.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2023 and 30 June 2022.
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.
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 audit related fees
Other services:
- IT consulting services
Other auditors and their related network firms
Audit or review of financial reports:
- Subsidiaries
Other services:
- Tax consulting services
Consolidated
2022
$
2023
$
313,500
111,000
424,500
300,000
-
300,000
-
40,000
424,500
340,000
27,937
24,550
5,915
4,402
33,852
28,952
infomedia.com.au 75
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Infomedia Ltd
Notes to the consolidated financial statements
30 June 2023
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:
Level 5, 155 Clarence Street
Sydney NSW 2000
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 28 August 2023. 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.
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 2022. 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
2023 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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Notes to the consolidated financial statements
30 June 2023
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.
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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Notes to the consolidated financial statements
30 June 2023
Note 24. Basis of preparation and other accounting policies (continued)
Foreign currency translation
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.
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:
Amendments to AASB 101
Classification of Liabilities as Current or Non-current
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.
78 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem Directors’ Declaration
Infomedia Ltd
Directors' declaration
30 June 2023
In the directors' opinion:
a)
b)
c)
there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due
and payable;
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;
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
28 August 2023
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Annual Report2023Empowering the data driven automotive ecosystem
Deloitte Touche Tohmatsu
A.B.N. 74 490 121 060
Quay Quarter Tower
50 Bridge 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..
RReeppoorrtt oonn tthhee AAuuddiitt ooff tthhee FFiinnaanncciiaall RReeppoorrtt
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 2023, 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
material accounting policy information 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 2023 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 & 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 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.
82
KKeeyy AAuuddiitt MMaatttteerr
HHooww tthhee ssccooppee ooff oouurr aauuddiitt rreessppoonnddeedd ttoo tthhee KKeeyy AAuuddiitt MMaatttteerr
Capitalised labour development costs
Our procedures included, but were not limited to:
As at 30 June 2023, the Group’s carrying
value of product and software
development costs capitalised as
intangibles totaled $48.5m of which
$20.1m 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.
•
•
Understanding the relevant controls over the capitalisation of
software development costs;
On a sample basis, testing capitalised software development
costs during the year through the following:
o
Assessing management’s movement schedule of
capitalised labour by agreeing the underlying
salaries and related expenses to the respective
payroll reports;
o Understanding the significant development projects
and activities undertaken during the year;
Enquiring with project managers involved in
product development to understand and assess the
basis and rationale for capitalising costs associated
with the projects;
Testing on a sample basis, capitalised labour costs
during the year through reviewing timesheets;
Assessing whether the costs incurred qualify for
capitalisation in accordance with the Group’s
accounting policy and AASB 138 ‘Intangible Assets’;
Assessing the appropriateness of the disclosure in
Notes 6 to the financial statements.
Testing the mathematical accuracy of
management’s labour capitalisation schedule.
o
o
o
o
o
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 2023, but does not include the financial report
and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that gives a true
and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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.
83
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 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.
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.
84
RReeppoorrtt oonn tthhee RReemmuunneerraattiioonn RReeppoorrtt
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 32 of the Directors’ report for the year ended
30 June 2023.
In our opinion, the Remuneration Report of Infomedia Ltd, for the year ended 30 June 2023, 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, 28 August 2023
83
Additional Shareholder Information
Shareholder information as of 16 August 2023
The following information is presented in compliance with ASX Listing Rules 4.10 (as relevant). The information is current as of
16 August 2023.
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
Securities
% No. of holders
327,771,599
87.22
33,559,668
7,289,532
6,377,405
788,796
8.93
1.94
1.70
0.21
375,787,000
100.00
33,752
0.01
97
1,195
935
2,435
1,451
6,113
356
2. Top 20 Registered Shareholders
Rank Name
1
2
3
4
5
6
7
8
9
10
11
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
CITICORP NOMINEES PTY LIMITED
NATIONAL NOMINEES LIMITED
BELL POTTER NOMINEES LTD
BNP PARIBAS NOMINEES PTY LTD
BNP PARIBAS NOMS PTY LTD
MIRRABOOKA INVESTMENTS LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
INVIA CUSTODIAN PTY LIMITED
12 MR RICHARD LEON
13
14
15
16
17
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
BNP PARIBAS NOMINEES PTY LTD HUB24 CUSTODIAL SERV LTD
ANACACIA PTY LTD
UBS NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
18 MR PETER ALEXANDER BROWN
19
20
POWERWRAP LIMITED
NEWECONOMY COM AU NOMINEES PTY LIMITED
23 Sep 2022
113,472,332
61,559,679
45,884,003
18,299,457
16,978,884
12,071,423
8,389,813
5,808,818
4,054,861
3,975,720
3,649,841
2,756,302
2,539,076
2,425,269
1,979,969
1,482,533
1,449,633
1,350,000
1,264,366
925,032
Total
Balance of register
Grand total
310,317,011
65,469,989
375,787,000
%
1.59
19.55
15.30
39.83
23.74
100.00
5.82
%IC
30.20
16.38
12.21
4.87
4.52
3.21
2.23
1.55
1.08
1.06
0.97
0.73
0.68
0.65
0.53
0.39
0.39
0.36
0.34
0.25
82.58
17.42
100.00
84 infomedia.com.au
Annual Report2023Empowering the data driven automotive ecosystem
Additional Shareholder Information
3. Substantial shareholders
The share balances in this table are extracted from substantial shareholder notices received by the Company.
Rank Shareholder
Number
of shares
Voting
Power
Date of last notice
1
2
3
4
5
VIBURNUM FUNDS PTY LTD ACN 126 348 990
51,268,941
13.64%
3 June 2021
SELECTOR FUNDS MANAGEMENT LIMITED
38,341,873
10.20%
10 December 2021
PERPETUAL LIMITED and its related bodies corporate
25,429,646
6.76%
18 April 2023
YARRA CAPITAL MANAGEMENT LIMITED ACN 003 376 252; YARRA
FUNDS MANAGEMENT LIMITED ACN 005 885 567; YARRA CAPITAL
MANAGEMENT HOLDINGS PTY LTD ACN 614 782 795; YARRA
MANAGEMENT NOMINEES PTY LTD ACN 616 681 068; AA AUSTRALIA
FINCO PTY LTD ACN 614 781 172; TA SP AUSTRALIA TOPCO PTY LTD
ACN 612 486 452; TA UNIVERSAL INVESTMENT HOLDINGS LTD;
TYNDALL EQUIITIES AUSTRALIA PTY LTD ACN 149 370 301
22,292,033
5.93%
5 May 2023
CELESTE FUNDS MANAGEMENT LIMITED ACN 098 628 605
19,029,583
5.06%
3 March 2023
TOTAL 153,362,076
41.59%
4. Unquoted Equity Securities – Employee Incentive Plans
Class
Unquoted Share Appreciation Rights
Unquoted Performance Rights
Unquoted Performance Rights & Restricted Stock Units (Equity Bonus Plan)
Number on issue
Number of holders
3,331,730
1,512,684
1,539,152
11
16
44
5. Escrowed Securities
Nil.
6. Voting rights
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 1,109,197 shares were purchased on-market at an average price of $1.385 per share to satisfy
vested share options or performance rights granted in connection with employee incentive schemes.
9. Corporate Governance Statement
Infomedia’s 2023 Corporate Governance Statement may be found by visiting http://www.infomedia.com.au/governance
infomedia.com.au 85
Annual Report2023Empowering the data driven automotive ecosystem Annual Report
2023
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
Lisa Harker
Edwina Gilbert
COMPANY SECRETARY
Daniel Wall
CHIEF FINANCIAL OFFICER
Chantell Revie
REGISTERED OFFICE
Address
5/155 Clarence Street
Sydney NSW 2000
Telephone
+61 2 9454 1434
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
Quay Quarter Tower
50 Bridge Street
Sydney NSW 2000
Additional Information
Annual General Meeting 2023
The 2023 Annual General Meeting will be held on
Tuesday 28th November 2023. Further details about
the AGM will be released with the Notice of Meeting.
Glossary
APAC
Sales region covering the area of Asia
Pacific
ARC
ARR
Annual recurring cost
Annual recurring revenue
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
FY23
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 2022 to
30 June 2023
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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