Adslot Limited (ADS) 2021年年度報告「ASX」.pdf

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1、2021 Annual Report.VISION.To simplify premium media trading through technology and collaboration.CONTENTS.2 A Message from the Chairman4 A Message from the CEO6 Directors Report18 Remuneration Report27 Auditors Independence Declaration28 Consolidated Statement of Profit or Loss and Other Comprehensi

2、ve Income29 Consolidated Statement of Financial Position30 Consolidated Statement of Changes in Equity31 Consolidated Statement of Cash Flows32 Notes to the Financial Statements72 Directors Declaration73 Independent Audit Report to the Members77 Corporate Governance Statement77 Shareholder Informati

3、on78 Corporate Directory1Adslot 2021 Annual Report2Adslot 2021 Annual ReportA MESSAGE FROM THE CHAIRMAN.Dear Shareholder,The 2021 financial year was a challenging year for both the Company and the media industry as a whole,as the worldwide response to COVID-19 disrupted economies and changed the way

4、 we work.Despite these challenges,the Company has emerged better placed than ever to take advantage of the changing environment,with proven products,contracts with the industrys biggest players and a series of macro trends working in the Companys favour.I would firstly like to thank all our dedicate

5、d employees for the significant efforts and sacrifices they have made this past year.Our team agreed to take voluntary salary cuts in order to preserve and sustain the business while also rising to the challenges of working from home.All this,while continuing to develop world class products and mana

6、ge key client relationships remotely.The teams resilience saw them deliver consistently on the Companys key objectives.Over the year,the Company continued to execute agreements with the worlds largest advertising companies,commenced activation of a number of these agreements and delivered a strong r

7、ecord year for total transaction value(TTV)on the Adslot Media platform.An achievement worthy of recognition.Of course,none of this would be possible without the continued support and patience of all our loyal and long-standing investors,who supported us in our capital raising in December last year,

8、without whom we wouldnt have been able to get to this point.Their support has helped to put the Company in prime position for significant adoption,activation and growth in the coming financial year.We very much look forward to repaying the faith of our shareholders.Finally,I would like to welcome th

9、e appointment of Tom Triscari to the board.The addition of such a highly-regarded industry professional to our team will assist both our corporate and commercial endeavours in the critical US market.We are delighted to have him on board.There is much to be excited about in the coming year,and I look

10、 forward to sharing the Companys successes with you as we progress.Yours sincerely,Andrew Barlow Executive Chairman“Despite these challenges,the Company has emerged better placed”3Adslot 2021 Annual Report4Adslot 2021 Annual ReportDuring FY2021,the Company continued to make significant progress on i

11、ts core objectives,despite a number of continuing external challenges.Notably the impact and disruption of the COVID-19 pandemic on the media and advertising industries saw delays in expected sales and activation activities.In addition,measures to assist clients in cost management during this period

12、 saw a reduction in license fee revenues for the year.Notwithstanding this,the Company ended the year far better than it has ever been placed to deliver on its opportunity and promise.A particular highlight of the year was the substantial increase in Total Transaction Value(TTV)on the Adslot Media p

13、latform.This number which represents the total value of media traded via the platform grew by 82%to exceed$28m for the year.Growth in trading was seen across multiple markets including Europe,the UK and the United States.During FY2021,the Company continued to focus on its pursuit of Master Service A

14、greements(MSAs)with the largest agency groups across the world.Duringthe year,an MSA was executed with GroupM,ensuring that the Company now hastrading arrangements in place with five of the six largest agency holding companies in the world.In addition,the Company executed an MSA with the media divis

15、ion of S4 Capital,a fast-emerging digital advertising and marketing services business established by Sir Martin Sorrell in 2018.These agreements now in place with the largest and most influential buyers of media are a critical component to Adslots pathway to substantial scaling of trading on the Ads

16、lot Media platform and corresponding growth in trading fee revenues.Further,during the year,the Company saw the emergence of new and unique use cases for the Adslot Media platform.The most substantial of these was the development of white-labelled partner marketplaces powered by the platform,whereby

17、 buyers can deploy a branded,custom version of the Adslot Media marketplace with their own curated publisher community and commercial terms.During FY2021,the Company saw trading or activation from a growing number of such marketplaces including Orion Worldwide(IPG)and GroupMs Global Premium Supply I

18、nitiative(WPP),as well as Flowershop Media,a pioneering cannabis-focused media agency requiring a compliant-enabled media marketplace.The Company firmly believes that these partner marketplaces represent a unique and highly valuable use case and will be a key driver of growth over the short and medi

19、um term.“The progress the Company made during the past year sets it up well”A MESSAGE FROM THE CEO.5Adslot 2021 Annual ReportWhilst revenue for the Symphony platform was reduced due in part to the negotiation of reductions in non-market related fees and temporary tier caps with GroupM,a number of su

20、ccessful milestones were achieved which will set up Symphony for a return to growth in 2022 and beyond.These included:The successful deployment of Symphony for Omnicom Media Group(OMG)in the Netherlands;this represented the first such deployment for that agency group and country thereby adding great

21、er client and geographic diversity.The deployment for OMG Netherlands represented the first joint implementation following the execution of a partnership with leading European ERP software provider Marathon.The Company is expanding its joint marketing of an integrated Adslot Marathon offering which

22、it expects to gain traction with agencies in Europe and beyond.The conclusion of negotiations with GroupM regarding an extension to the term of its Symphony agreement and the inclusion of Adslot Media terms to all active Symphony markets.This agreement was subsequently signed in August 2021.The prog

23、ress the Company made during the past year sets it up well to take advantage of several significant macro trends which have been developing in the advertising industry in recent times.Key among these is a flight to quality from advertisers in parallel with a strong desire for buyers and sellers of a

24、dvertising to transact via increasingly direct relationships to reduce supply chain intermediary friction.Both of these dynamics talk directly to the core features and benefits that Adslots platform suite provides,which is increasingly observable across our dealings with large agencies and publisher

25、s alike.This combination of proven products and strong contractual positions with key players supported by clear macro trends taking shape across the industry and moving in our direction give the Company great confidence that 2022 will a favourable year in which we deliver on our long-standing poten

26、tial.Ben Dixon CEO and Executive Director.6Adslot 2021 Annual ReportDirectors ReportYour Directors present their report,together with the financial report of Adslot Ltd ACN 001 287 510(the Company)and its controlled entities(the Group)for the financial year ended 30 June 2021 and the auditors report

27、 thereon.Mr Andrew BarlowChairmanAndrew Barlow is the Founder and Non-Executive Chairman of Adslot.An experienced technology entrepreneur,Mr Barlow co-founded online competitive intelligence company,Hitwise,with Adrian Giles in 1997.Hitwise was ranked one of the Top 10 fastest growing companies by D

28、eloitte for five years running,before being sold to Experian Group(LSX.EXPN)in May 2007.Mr Barlow was also Founder and CEO of Max Super,an online retail superannuation fund sold to Orchard Funds Management in 2007.Mr Barlow also led the seed investment round in Nitro Software Limited(ASX:NTO)and ser

29、ved as a non-executive director and strategic advisor to Nitro(from January 2007 until August 2020).Mr Barlow is also the Founder of Venturian,a privately-owned venture capital fund with investments in early-stage technology companies with unique IP,highly scalable business models and global market

30、potential,currently focused on emerging fintech and crypto platforms.In July 2020,Mr Barlow became Non-Executive Chairman(from Executive Chairman).Mr Barlow is also a member of the Remuneration Committee.Mr Adrian GilesNon-Executive DirectorAdrian Giles is an entrepreneur in the Internet and Informa

31、tion Technology industries.In 1997 Mr Giles co-founded Sinewave Interactive which pioneered the concept of marketing a website using search engines and was the first company in Australia to offer Search Engine Optimisation(SEO)as a service.Mr Giles co-founded Hitwise which grew over 10 years to beco

32、me one of the most recognised global internet measurement brands in the USA,UK,Australia,NZ,Hong Kong,and Singapore.Whilst positioning the company for a NASDAQ listing in early 2007 Hitwise was sold to Experian(LSX:EXPN)in one of Australias most successful venture capital backed trade sales.Mr Giles

33、 is also Chairman of Fortress Esports-an esports and video game entertainment company.Mr Giles is Chair of the Remuneration Committee and a member of the Audit&Risk Committee.DIRECTORS REPORT.Mr Ben DixonCEO and Executive Director Ben Dixon has over 25 years experience in the advertising and ad-tech

34、 industries.This includes both media planning and strategy roles at leading agencies groups such as Publicis and Omnicom.During this period,he was involved in the development of digital media strategies for a number of prominent technology and telecommunications brands in Australia.Mr Dixon was then

35、 a founder of Facilitate Digital where he was involved in conceptualizing and developing the Symphony Media workflow platform.During his tenure as Chief Executive Officer at Facilitate Digital he oversaw the international expansion of Symphony and its first adoption by global agency groups.Following

36、 the acquisition of Facilitate Digital by Adslot in late 2013 he became an Executive Director of Adslot Limited.Mr Dixon was appointed Chief Executive Officer of Adslot in February 2018.7Adslot 2021 Annual ReportMs Sarah MorganNon-Executive DirectorSarah Morgan has extensive experience in the financ

37、e industry,primarily as part of independent corporate advisory firm Grant Samuel.Ms Morgan has been involved in public and private company mergers and acquisitions,as well as equity and debt capital raisings.She holds a degree in Engineering and a Master of Business Administration from the Universit

38、y of Melbourne and is a Graduate of Australian Institute of Company Directors.Ms Morgan is a Non-Executive Director of Nitro Software Limited(from November 2019),Future Generation Global Investment Company Limited(from July 2015)and Whispir Limited(from January 2019).Ms Morgan was previously a Non-E

39、xecutive Director of Hansen Technology Limited(from October 2014 to December 2019).Ms Morgan is Chair of the Audit and Risk Committee.Ms Felicity ConlanCompany SecretaryFelicity Conlan brings to the Group extensive experience in the media/advertising and technology sectors where she has held General

40、 Manager-Finance and CFO roles with companies including M&C Saatchi,Network Ten,Beattie McGuinness Bungay(London)and Genero Media.Ms Conlan is a Fellow of CPA Australia and a member of the Australian Institute of Company Directors.Mr Tom TriscariNon-Executive DirectorTom Triscari is a leading expert

41、 in the programmatic adtech industry.He is the founder and CEO of Lemonade Projects,a programmatic innovation agency based in NYC running strategic projects and experiments at the intersection of economics,game theory,and principles of radical transparency.Mr Triscaris programmatic experience began

42、in 2007 developing addressable TV and data product requirements as a consultant for Project Canoe in New York,an initiative led by Comcast and Time Warner.Hemanaged a multi-market team at Yahoo!Europe in Barcelona with responsibility for Right Media,the first programmatic exchange.At pre-IPO Criteo

43、in London,Tom built and managed supply-side and data science teams.Tom was brought on as CEO to reposition Amsterdam-based Yieldr,a DSP platform.In 2015,Tom founded Labmatik,a programmatic transformation consultancy.Mr Andrew DyerNon-Executive DirectorAndrew Dyer is a Senior Partner Emeritus and Sen

44、ior Advisor of The Boston Consulting Group(BCG).Mr Dyer is a member of BCGs global Senior Partner Emeritus Council.Mr Dyer is a member of the Advisory Committee of the recently created Digital Financial Cooperative Research Centre and a member of the Finance Committee of the Council of the Australia

45、n National University.In his 27 years with BCG Mr Dyer supported senior executives in leading companies around the world.He also held local,regional and global leadership positions,including leading BCGs People&Organization and Enablement Practices.He was also a member of BCGs global Executive Commi

46、ttee and held roles on several BCG Board Committees.Prior to joining BCG in 1994,Mr Dyer worked for the Commonwealth Bank and the Australian Federal Government.Mr Dyer is a member of the Audit&Risk Committee and a member of the Remuneration Committee.8Adslot 2021 Annual ReportPERFORMANCE.2021 RESULT

47、S.ADSLOT MEDIA.Total Transaction Value$28.3m up 82%on prior yearTrading Fee Revenue$1.1m up 43%on prior yearTrading Activity(number of orders)2,010 up 60%on prior yearNew partner marketplaces established,expected to drive growth in TTV into FY22 GroupM Global Premium Supply initiative IPG/Kinesso He

48、alth,Wellness&Lifestyle FlowerShop Media Cannabis compliance media marketplaceGrowth in demand continues:Formal MSAs in place with four of the six largest global media agency holding companies WPP/GroupM,IPG/Matterkind,Havas and Dentsu/Amplifi.MSA signed with Sir Martin Sorrells leading-edge media c

49、ompany S4 Capital and its subsidiary agencies,Firewood marketing and Media Monks.Growth in supply continues with 18 key premium publishers added to the marketplace.9Adslot 2021 Annual ReportSYMPHONY.Licence Fee Revenue$4.6m down 31%-due to COVID related GroupM reductions to development and resourcin

50、g fees and temporary fee reductions and market tier caps$6 billion total annualised Media Spend managed via Symphony,returned to pre-COVID levelsPartnership and integration with Marathon,opening up new European market opportunitiesActivation of Omnicom Media Group in the Netherlands under a multi-ye

51、ar agreementConclusion of negotiations with GroupM regarding mutually beneficial amendments to the multi-market Master Services Agreement,extending the term of the MSA to at least July 2024,including extension of trading terms for the Adslot Media marketplace to Symphony markets.GROUP.Group Revenue$

52、9.6m down 9%on prior yearTrading Technology revenues$6.4m down 21%on prior yearAdjusted EBITDA Loss$2.4m increased by 103%on prior yearWhile Adslot Media trading fee revenues grew by 43%,these were offset by a lowering of Symphony licence fees resulting in a reduction in overall Group performance.10

53、Adslot 2021 Annual ReportDirectors Report Operating Results 2021 2020 Movement$%Trading technology revenue 6,434,298 8,115,100 (1,680,802)(21%)Total revenue and other income 9,622,603 10,572,950 (950,347)(9%)EBITDA(loss)(2,429,954)(12,725,348)10,295,394 81%Adjusted EBITDA(loss)1 (2,429,954)(1,197,61

54、4)(1,232,340)(103%)NPAT(loss)(6,280,774)(16,617,725)10,336,951 62%Adjusted NPAT(loss)1 (6,280,774)(5,089,991)(1,190,783)(23%)Group revenues for FY21 were$9,622,603 a decrease of 9%versus FY20($10,572,950).The Consolidated Group operating loss before interest,income tax,depreciation and amortisation

55、in FY21 was$2,429,954,an 81%reduction in losses versus FY20($12,725,348).The Consolidated Group operating loss after tax of$6,280,774 is 62%lower than the loss for the prior year of$16,617,725.Review of Operations FY21 continued to present challenges for businesses globally with the ongoing impacts

56、of COVID-19 pandemic on employees,business and financial markets.Despite these challenges,total revenue and other income for FY21 reduced by only 9%compared to the corresponding period to 30 June 2020.This result was driven by a growth in Adslot Media trading fee revenues of 43%to$1.1 million compar

57、ed to the prior year,offset by a lowering of licence fees from$7.2 million in FY20 to$5.2 million in FY21.The reduction in license fees incorporated both temporary and permanent fee reductions as part of a mutually beneficial renegotiation and extension of GroupMs Symphony agreement negotiated over

58、2020.The Company continued to focus on the following key strategies for the business in FY21:1.Adslot Media Activate contracted agency groups to drive growth in trading activity;Continue to secure Master Service Agreements(MSAs)with agency holding companies;Deploy further markets for the integrated

59、Symphony Adslot Media platform;Secure additional activations of private marketplace instances of Adslot Media;2.Symphony Pursue further deployments for Symphony with existing and prospective clients;and 3.Operations Maintain focus on the cost base of the business.During FY21,Adslot Media achieved it

60、s highest Total Transaction Value 2(TTV)result which reflected the activation of new buyers on the Adslot Media platform.This was driven by a significant improvement in trading activity on the Adslot Media platform from European agencies and from newly contracted opportunities in the US market.Activ

61、ation of signed MSAs and implementation of new partner marketplaces accelerated towards the end of FY21.As a result,significant improvement in Adslot Media trading activity from the US and UK markets is anticipated in FY22.1?2?“the value?”11Adslot 2021 Annual Report Trading Technology The strategic

62、focus of the business remains Trading Technology revenues.These revenues are comprised of:Trading Fees fees charged as a percentage of media traded;generated primarily from Adslot Media but also from Symphony.Trading fees generated via the stand alone Adslot Media platform attract a higher%fee and r

63、epresent a significant majority of Trading Fees;and Licence Fees generated primarily from Symphony,a market-leading workflow automation tool for Media Agencies,and also from customised solutions developed for Publishers.Trading Fees Total Transaction Value(TTV)for the Adslot Media platform for FY21

64、was$28.3 million.This was an 82%increase when compared to FY20 as advertisers are increasingly demanding higher inventory quality.Adslot trading fees for FY21 was$1.1 million,a 43%increase compared to the prior period.The Company notes that it has made significant progress on the activation of large

65、 sources of demand(i.e.media buyers)including those utilising white-labelled partner marketplaces.The impacts of the large demand sources are expected to drive growth in trading activity over the first two quarters of FY22.12Adslot 2021 Annual ReportDirectors Report(Continued)In particular,during FY

66、21,the Company:Signed an MSA with GroupM,the worlds largest media investment company,to enable the use of the Adslot Media platform as a component of GroupMs Premium Supply initiative.Trading under this agreement commenced in August 2021 and is expected to scale over future quarters.Achieved repeat

67、trading with Orion,the trade-enabled media division of the Interpublic Group of Companies(IPG).Signed an MSA with Sir Martin Sorrells leading-edge media company S4 Capital and its subsidiary agencies,Firewood Marketing and Media Monks for use of the Adslot Media platform.Trading under this agreement

68、 commenced in August 2021 and is expected to scale over future quarters.Successfully launched a custom,white-labelled,media marketplace for the fast-growing cannabis industry with partner FlowerShop Media.Publisher onboarding is underway and trading is expected to commence in the September 2021 quar

69、ter.Substantially advanced discussions with a currently-contracted,US-based agency holding company regarding the activation of a white-labelled marketplace for high value audiences.Seen recurring and consistent trading from European agencies via the integrated deployments of Symphony and Adslot Medi

70、a.Improved the sales pipeline with strategic buyers in the US and other markets for use of the Adslot Media platform,either stand alone or as a white-labelled partner marketplace.The Company continues to progress on its core strategic objective of executing and activating Master Services Agreements(

71、MSAs)with the six largest global media agency holding companies,enabling access to the demand they control.The Companys status with the six largest global media agency holding companies is as follows:Formal MSAs in place with four of the six largest global media agency holding companies WPP/GroupM,I

72、PG/Matterkind,Havas and Dentsu/Amplifi;An active interim trading agreement with a fifth holding company;and Ongoing discussions with the remaining sixth holding company.During FY21,the Group continued to add premium publishers to its Adslot Media marketplace in key markets around the world.Prominent

73、 publishers added during this period included Time Out,REA Group,Glewed,Hello!Magazine,Times of India,Gallery Media,Car Expert,The New Daily,CityAM,ESI Media and Frommers.The Company notes it has a strong sales pipeline of large publishers and expects its catalogue of premium publishers to grow furt

74、her over the coming year.The Company has previously disclosed that one of the key emerging use cases for Adslot Media is the use of white-labelled and/or customised instances of the platform.This enables the creation of new or existing media marketplaces,powered by Adslot Media technology and manage

75、d by Adslots partners rather than by the Company itself.In this context,the Company anticipates a future in which the primary Adslot Media marketplace co-exists with a number of partner specific versions of the marketplace,some of which may feature specific functionality.The Adslot Media platform ha

76、s been architected to manage this situation including the ability for publishers to easily opt into multiple marketplaces without any duplication of effort.Based on the above,the Company believes that a substantial component of the anticipated growth in trading activity over the next 12 months will

77、come from activations of partner marketplaces on behalf of a diverse base of clients.13Adslot 2021 Annual Report Licence Fees Total Licence Fee revenues across Symphony and Adslot Media were$5.2 million in FY21,representing a reduction on the prior financial year(FY20:$7.2 million).Note:Symphony Lic

78、ence Fee revenues for FY18 were normalised to allow for the reversal of a one-off payment,as outlined in the 20 July 2018 Symphony Outlook release.Significant events for the past year for Symphony include:Partnership and integration with Marathon,a Sweden-based provider of Enterprise Resource Planni

79、ng(ERP)software to the media industry across Europe,opening up new European markets for Symphony;Execution of a multi-year agreement for deployment of Symphony with Omnicom Media Group in the Netherlands,representing additional diversification of the Companys geographic and client footprint for the

80、Symphony product;Validation of the Symphony Adslot Media offering with a significant increase in media traded in Europe on the integrated platform;and Conclusion of negotiations with GroupM regarding mutually beneficial amendments to its multi-market Symphony Master Services Agreement first signed i

81、n August 2016.Amendments included:o an effective extension of the term of the MSA by no less than 3 years,until at least July 2024;o the extension of trading terms for the Adslot Media marketplace to any market where Symphony is deployed,enabling GroupM markets using Symphony to access the integrate

82、d Symphony Adslot Media solution without the need for commercial agreements at a local level;and o temporary fee reductions and market tier caps in the half year to 31 December 2020 removed from 1 January 2021.The Company continues to progress discussions with a number agency holding companies regar

83、ding potential multi-market deployments of Symphony.The Company anticipates further positive developments in these negotiations,providing growth in licence fees in FY22.14Adslot 2021 Annual ReportDirectors Report(Continued)Services Services revenue is derived predominantly from Webfirm,the Groups Au

84、stralian-based digital marketing services business,providing website design,hosting,search engine optimisation(SEO),search engine marketing(SEM)and social media marketing services to small-to-medium enterprises.The COVID-19 pandemic resulted in Webfirms digital marketing services clients putting a h

85、old on their SEO retained services in the last quarter of FY20,with reductions continuing in FY21.Webfirm revenue for FY21 was$1.5 million,a$0.1 million reduction year-on-year(FY20:$1.6 million).Services revenue,including Webfirm and custom development work for Symphony and Adslot Media customers,fo

86、r FY21 was$1.8 million,a$0.1 million increase year-on-year(FY20:$1.7 million).Government Stimulus The Group was eligible for Government stimulus in FY21 including JobKeeper(Australia),Paycheck Protection Program(US),Victorian government business support grant and the short time work allowance(German

87、y),which totalled$1.1 million(FY20:$0.3 million).People The impacts of COVID-19 necessitated a number of changes to the Companys employee policies,in particular related to time spent in the office.This included:Companys entire workforce initially moved to working from home in March 2020 with little

88、measured disruption to productivity;The cancellation of all international travel,with the exception of limited intra-Europe travel;and The introduction of a hybrid in-office/remote arrangement for Australian staff(subject to subsequent lockdowns).The Group adopted all government and public health au

89、thority guidelines in each of our markets.We have also put additional measures in place to support the health and wellbeing of all our employees in these uncertain times,including a new Employee Assistance Program offering counselling advice to employees and their families and a People&Culture team

90、focused of employee engagement.Cost Management Total operating costs of$12.0 million for FY21 represents a$0.3 million(3%)increase in costs(FY20:$11.7 million),including increased legal fees of$0.6 million primarily due to the FY16 R&D AAT appeal.Due to the impact of the COVID-19 pandemic a number o

91、f cost saving initiatives were implemented.The following employee cost reductions were implemented in FY20(but also impacted FY21)and in FY21:The Chairman and non-executive directors waived all fees for the quarter to September 2020(reductions starting March 2020);15%salary reduction for the CEO and

92、 CFO for the quarter to September 2020(following 30%reduction in the quarter to June 2020);up to 12.5%salary reductions across employees earning above a minimum threshold for the quarter to September 2020(following 25%reductions in the quarter to June 2020);and ongoing management of all employee rel

93、ated expenses.These initiatives resulted in a$1.5 million or 12%cash saving in employment costs across employee benefits expense and Intellectual Property.Premises costs represent the largest fixed cost of the business.In FY21:the UK and Germany offices were terminated with employees working 100%rem

94、otely;rent savings resulting from the Sydney team moving to a smaller premises in the same building in November 2020;and significant rent reduction from WeWork co-working space in New York due to COVID-19.Cost reductions were targeted to ensure continued investment in strategic and revenue-generatin

95、g product development,and no disruption to existing client relationships.15Adslot 2021 Annual Report EBITDA The EBITDA loss for FY21 was$2.4 million(FY20:$12.7 million).In FY20 the Group made a one-off provision of$1.5 million for the part repayment of the FY16 R&D claim and a non-cash goodwill impa

96、irment charge of$10.0 million.The Adjusted EBITDA loss for the FY20,excluding these adjustments,was$1.2 million.The EBITDA loss for FY21 was$2.4 million,representing a$1.2 million increased loss on the prior period Adjusted EBITDA,primarily due to the$0.9 million reduction in revenue.Cash Management

97、 Key major shareholders and new investors supported the Group in a capital raise of$4.0 million in FY21 contributing net cash inflows of$3.7 million(after transaction costs).Net cash outflows from operating activities for FY21 were$0.3 million,representing a$3.1 million decrease(FY20:$3.4 million).C

98、ash receipts for FY21 were$13.6 million,a 30%decrease of$5.7 million on the prior period(FY20:$19.3 million).Cash payments for operating activities at$15.4 million was a 32%reduction of$7.3 million on the prior period(FY20:$22.8 million),primarily due to reduced publisher payments.The lower cash col

99、lections resulted from the reduction in Licence Fees in FY21 and the composition of Adslot Media trades under a direct model-the latter also resulting in reduced publisher payments(see Adslot Media payment methods).The Group received$1.7 million(FY20:$0.3 million)in R&D receipts across operating act

100、ivities($0.4 million)and investing activities($1.3 million).The Group received$1.3 million in government stimulus in the period(FY20:$0.1 million).Cash as at 30 June 2021 was$6.8 million(FY20:$6.2 million).Adslot Media Payment Methods:The Company employs two distinct payment methods for trades condu

101、cted via Adslot Media.The method employed may be determined by the preferences of either the buyer or seller,but is agreed between those parties prior to transaction.The two payment methods are:Clearing House:in this model the Company collects the total fees associated with the campaign from the buy

102、er and remits to the publisher net of its fees.This results in higher cash collections but also an associated publisher payment outflow.Direct:in this model the publisher invoices the buyer directly whilst the Company invoices the publisher for its fees associated with the activity traded.This resul

103、ts in lower cash collections but no associated publisher payment outflow.The Company notes that trades in Europe via the Symphony integration are primarily via a direct model.In addition a larger proportion of US trading via partner marketplaces in the 2021 financial year occurred via the direct mod

104、el.All other trading is generally conducted via the clearing house model.16Adslot 2021 Annual ReportDirectors Report(Continued)Matters Subsequent to the End of the Financial Year On 1 July 2021,Adslot announced the launch of the FlowerShop private marketplace.On 2 August 2021,Adslot announced the co

105、mmencement of trading with Firewood Marketing,a subsidiary of S4 Capital.On 9 August 2021,Mr Tom Triscari was appointed as a US-based Non-Executive Director,as outlined in the ASX release lodged on 10 August 2021.In conjunction with his appointment,Mr Triscari received 6,000,000 options as outlined

106、in Appendix 3X lodged on 10 August 2021.The Company granted the following unlisted share options:9,500,000 options issued to employees as outlined in the Appendix 3G lodged on 4 August 2021 6,250,000 options issued to a third party as outlined in the Appendix 3G lodged on 4 August 2021 On 11 August

107、2021,Adslot announced that GroupM had commenced trading on its private,white-labelled version of the Adslot Media marketplace.On 30 August 2021,Adslot announced the extension of its global Symphony contract with GroupM.COVID-19 Pandemic The coronavirus pandemic continues to impact how the business o

108、perates across all geographic regions(at the time of lodgement,the Companys employees are working remotely,with the exception of the Shanghai team).It is not practicable to estimate the duration or potential quantum of the impact of the health and economic crisis,after the reporting date.Other than

109、the above,there has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected,or may significantly affect,the operations of the Group,the results of those operations or the state of affairs of the Group in future years.Environmental reg

110、ulations The Groups operations are not subject to any significant environmental regulations under the Commonwealth,State or any other country in which the entity operates.Dividends The Directors do not recommend the declaration of a dividend.No dividend has been declared or paid during the year.17Ad

111、slot 2021 Annual Report Shares under option Details of unissued shares or interests under option as at 30 June 2021 are:Issue Type Expiry Date Exercise Price Balance at beginning of the year Issued during the year Forfeited during the year Exercised during the year Balance at end of the year$(Number

112、)(Number)(Number)(Number)(Number)Ordinary options 04/10/2021 0.073 3,000,000 -3,000,000 Ordinary options 25/11/2021 0.060 5,600,000 -5,600,000 Ordinary options 25/02/2022 0.035 23,500,000 -23,500,000 Ordinary options 15/05/2022 0.034 11,400,000 -11,400,000 Ordinary options 27/05/2022 0.036 4,000,000

113、 -4,000,000 Ordinary options 30/01/2023 0.060 5,050,000 -5,050,000 Ordinary options 02/09/2023 0.041 11,700,000 -(550,000)-11,150,000 Ordinary options 12/12/2023 0.045 4,000,000 -4,000,000 Ordinary options 15/12/2022 0.044 8,000,000 -8,000,000 Ordinary options 29/01/2024 0.032 8,000,000 -8,000,000 O

114、rdinary options 12/07/2024 0.028 -25,625,000 (2,250,000)-23,375,000 Ordinary options 06/08/2024 0.034 -18,000,000 -18,000,000 Ordinary options 16/12/2024 0.043 -2,500,000 -2,500,000 84,250,000 46,125,000(2,800,000)-127,575,000 Indemnification and Insurance of Officers The Group has during the financ

115、ial year,in respect of each person who is or has been an officer of the Group or a related body Corporate,made a relevant agreement for indemnifying against a liability incurred as an officer,including costs and expenses in successfully defending legal proceedings.Since the end of the financial year

116、,the Group has paid premiums to insure all directors and officers of Adslot Ltd and the Adslot Group of companies,against costs incurred in defending any legal proceedings arising out of their conduct as a director and officer of the Group,other than for conduct involving a wilful breach of duty or

117、a contravention of Sections 232(5)or(6)of the Corporations Act 2011,as permitted by section 241A(3)of the Corporations Act.Disclosure of the premium amount is prohibited by the insurance contract.Proceedings on behalf of the Group No person has applied to the Court under section 237 of the Corporati

118、ons Act 2001 for leave to bring proceedings on behalf of the Group,or to intervene in any proceedings to which the Group is a party,for the purpose of taking responsibility on behalf of the Group for all or part of those proceedings.No proceedings have been brought or intervened in on behalf of the

119、Group with leave of the Court under section 237 of the Corporations Act 2001.Auditors Independence Declaration The auditors independence declaration for the year ended 30 June 2021 has been received and can be found on page 27 of the financial report.Details of amounts paid or payable to the auditor

120、 for non-audit services provided during the year are outlined in Note 19 to the financial statements.The Directors are satisfied that the provision of non-audit services,during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Ac

121、t 2001.18Adslot 2021 Annual ReportRemuneration Report The remuneration report is set out under the following headings:Section 1:Non-executive directors and Chairmans remuneration Section 2:Executive remuneration Section 3:Details of remuneration Section 4:Executive contracts of employment Section 5:

122、Long Term Incentives(equity-based compensation)Section 6:Culture,accountability and remuneration Section 7:Equity holdings and transactions Section 8:Other transactions with key management personnel Section 1:Non-executive directors and Chairmans remuneration Non-executive directors fees are reviewe

123、d annually and are determined by the Board.In making its determination it takes into account fees paid to other non-executive directors of comparable companies.Non-executive directors fees are within the maximum aggregate limit of$350,000 per annum agreed to by shareholders at the Annual General Mee

124、ting held on 30 November 2009.To preserve the independence and integrity of their position,non-executive directors do not receive performance-based bonuses.For the 2021 financial year,the Chairmans fees were$100,000 per annum.For the 2021 financial year,non-executive directors fees were$50,000 per a

125、nnum.Mr Andrew Dyer received options in lieu of his non-executive director fees for the 2021 year.In addition,the Chair of the Audit&Risk Committee and the Remuneration Committee received a further$25,000 in recognition of the additional workload of those positions.With the onset of the COVID-19 pan

126、demic and in support of the Groups immediate actions to reduce costs,the Chairman and non-executive directors waived their fees from March 2020 to September 2020 inclusive.Section 2:Executive remuneration The Board of Directors are responsible for determining and reviewing compensation arrangements

127、for key management personnel and the executive team.The Remuneration Committee makes recommendations on remuneration of key management personnel to the Board.The Board assesses the appropriateness of the nature and amount of emoluments of these employees on a periodic basis by reference to relevant

128、employment market conditions with the overall objective of ensuring maximum stakeholder benefit by:a)Attracting the highest quality employees;b)Retaining the best performing employees;c)Aligning the employees with shareholder outcomes;d)Aligning employee motivation to a cascading set of key performa

129、nce indicators that drive the most optimal strategic outcomes for the business;and e)Ensuring it aligns with the latest industry best practice.Executives remuneration consists of a fixed cash component,short-term incentives in the form of cash bonuses,and long-term incentives in the form of equity-b

130、ased compensation linked to the long-term prospects and future performance of the Group.The inclusion of equity-based compensation in executives remuneration provides a direct link between their remuneration and shareholder wealth,otherwise there are no direct relationships.The Board has regard to t

131、he following variables to assess the Groups performance and benefits for shareholder wealth:Item 2021 2020 2019 2018 2017 EPS(cents)(0.33)(0.96)(0.49)(0.91)(0.70)Net loss($)6,280,774 16,617,725 7,042,755 11,653,319 8,630,187 Share price at 30 June($)0.028 0.018 0.028 0.026 0.051 19Adslot 2021 Annual

132、 Report Section 3:Details of remuneration Details of the remuneration of the directors and the key management of the Group and its controlled entities are set out in the following tables.The key management personnel of Adslot Ltd and its controlled entities include the following directors and execut

133、ive officers:Directors Position Date appointed/resigned as Director Mr Andrew Barlow Non-Executive Chairman Appointed 16 February 2010 Mr Ben Dixon Chief Executive Officer Executive Director Appointed 1 February 2018 Appointed 23 December 2013 Mr Andrew Dyer Non-Executive Director Appointed 28 May 2

134、018 Mr Adrian Giles Non-Executive Director Appointed 26 November 2013 Ms Sarah Morgan Non-Executive Director Appointed 27 January 2015 Executive Officers Position Date appointed/resigned as Executive Ms Felicity Conlan Company Secretary Chief Financial Officer Appointed 9 October 2017 Appointed 30 A

135、ugust 2017 Mr Tom Peacock Chief Commercial Officer Appointed 23 December 2013 Due to the impact of COVID-19 on the Group,a number of employment cost reduction initiatives were implemented in the period which included:The Chairman and non-executive directors waived all fees from March to September 20

136、20(inclusive);The CEO and the CFO had a salary reduction of 30%in the quarter to June 2020 and 15%in the quarter to September 2020;Up to 25%and 12.5%salary reductions across employees earning above a minimum threshold for the quarters to June 2020 and September 2020 respectively;Further headcount re

137、ductions due to redundancy and natural attrition;and A freeze on all salary increases and new hires.20Adslot 2021 Annual ReportRemuneration Report(Continued)Group 2021 Short-term benefits Long Term Benefits Post-employment benefits Share-based payment Total Name Salary&fees Short Term Incentive Othe

138、r Long Service Leave Super-annuation Share Options Performance Rights$Executive directors Mr B Dixon 288,750 -5,443 21,694 249,231 -565,118 Non-executive directors Mr A Barlow(i)68,493 -6,507 -75,000 Mr A Giles 51,370 -4,880 -56,250 Ms S Morgan 51,370 -4,880 -56,250 Mr A Dyer -46,505 -46,505 Other k

139、ey management personnel Ms F Conlan 264,688 -1,390 21,694 9,397 -297,169 Mr T Peacock 231,531 -4,350 21,237 9,397 -266,515 Totals 956,202 -11,183 80,892 314,530 -1,362,807 (i)Mr Barlow moved from an Executive Chairman role to a non-executive role in July 2020.Short Term Incentives Short Term Incenti

140、ves(STIs)paid in the year,along with the total STI opportunity in each year,relating to the 2020 and 2021 financial years,are outlined in the table below:Name Amount Paid Total 2020 STI Opportunity Amount Paid Total 2021 STI Opportunity Assessment Criteria$Mr B Dixon-100,000-100,000 Group performanc

141、e to budget and executive management to achieve KPIs Ms F Conlan-100,000(a)-100,000(a)Revenue achievement and KPIs Mr T Peacock-100,000(a)-100,000(a)Revenue achievement and KPIs (a)A new STI plan was introduced in 2020 with a$100,000 STI opportunity.A third assessed on revenue targets at the half ye

142、ar and the balance assessed on revenue targets and personal KPIs at the full year No STIs were paid to key management personnel in relation to the 2021 financial year.21Adslot 2021 Annual Report Group 2020 Short-term benefits Long Term Benefits Post-employment benefits Share-based payment Total Name

143、 Salary&fees Short Term Incentive Other Long Service Leave Super-annuation Share Options Performance Rights$Executive directors Mr A Barlow(i)95,883 -5,784 -101,667 Mr B Dixon 277,500 -5,715 20,739 2,557-306,511 Non-executive directors Mr A Giles 50,000 -50,000 Mr Q George(ii)2,273 -2,273 Ms S Morga

144、n 45,662 -4,338-50,000 Mr A Dyer-4,409-4,409 Other key management personnel Ms F Conlan 237,708 -1,186 20,324 2,979 -262,197 Mr T Peacock 224,063 -4,685 20,009 2,979 -251,736 Totals 933,089-11,586 71,194 12,924-1,028,793(i)includes$35,000 consultancy fees incurred during his appointment as Executive

145、 Chairman.(ii)Mr George resigned on 16 July 2019.Short Term Incentives Short Term Incentives(STIs)paid in the year,along with the total STI opportunity in each year,relating to the 2019 and 2020 financial years,are outlined in the table below:Name Amount Paid Total 2019 STI Opportunity Amount Paid T

146、otal 2020 STI Opportunity Assessment Criteria$Mr B Dixon 50,000 100,000-100,000 Group performance to budget and executive management to achieve KPIs Ms F Conlan-50,000-100,000(b)Revenue achievement and KPIs Mr T Peacock-N/A(a)-100,000(b)Revenue achievement and KPIs (a)Not applicable as total bonus o

147、pportunity is based on a percentage of the Groups performance.(b)A new STI plan was introduced in 2020 with a$100,000 STI opportunity.A third assessed on revenue targets at the half year and the balance assessed on revenue targets and personal KPIs at the full year No STIs were paid to key managemen

148、t personnel in relation to the 2020 financial year.22Adslot 2021 Annual ReportRemuneration Report(Continued)Section 4:Executive contracts of employment Formal contracts of employment for all members of the key management personnel are in place.Contractual terms for most executives are similar but do

149、,on occasions,vary to suit different needs.The following table summarises the key contractual terms for all key management personnel.Length of contract Open ended.Fixed Remuneration Remuneration comprises salary and statutory employer superannuation contributions.Incentive Plans Eligible to particip

150、ate.Incentive criteria and award opportunities vary for each executive.Notice Period Key Management Personnel,including executive directors,have notice periods ranging from three to four months.The Chief Executive Officer has a notice period of four months and the Chief Financial Officer and Chief C

151、ommercial Officer have notice periods of three months.Other Executives have notice periods ranging from four weeks to three months.Resignation Employment may be terminated by giving notice consistent with the notice period.Retirement There are no financial entitlements due from the Group on retireme

152、nt of an executive.Termination by the Group The Group may terminate the employment agreement by providing notice consistent with the notice period or payment in lieu of the notice period.Redundancy Payments for redundancy are discretionary and are determined having regard to the particular circumsta

153、nces.There are no contractual commitments to pay redundancy over and above any statutory entitlement.Termination for serious misconduct The Group may terminate the employment agreement at any time without notice,and the executive will be entitled to payment of remuneration only up to the date of ter

154、mination.Section 5:Long Term Incentives(equity-based compensation)Incentive Option Plan At the November 2017 Annual General Meeting,shareholders approved the creation of the Groups Incentive Option Plan which enables the Board to offer eligible employees and directors the right to options which conv

155、ert to fully-paid ordinary shares upon exercise,subject to meeting certain vesting criteria.The Incentive Option Plan was re-approved by shareholders at the January 2021 Annual General Meeting.The objective of the Incentive Option Plan is to attract,motivate and retain key employees and the Group co

156、nsiders that the adoption of the Incentive Option Plan and the future issue of options under the Incentive Option Plan will provide selected employees and directors with the opportunity to participate in the future growth of the Group.Adslot continually reviews its operations,performance and the bro

157、ader market conditions to ensure that incentives offered to key executives are aligned with the growth of the Group and shareholder outcomes whilst ensuring it can attract and retain experienced talent in a competitive industry.Adslot continues to operate within a highly competitive employment envir

158、onment for experienced people in the technology and software field.No amounts are paid or payable by the recipient on the receipt of the options.The options carry no voting rights.All options are subject to service periods which require the employees remain an employee or Director of the Group.The f

159、ollowing tables show grants and movements of share-based compensation to directors and senior management during the current financial year and the previous financial year:23Adslot 2021 Annual Report 2021 Name Series Balance at beginning of the year(Number)Granted during the year (Number)Expired duri

160、ng the year (Number)Exercised during the year(Number)Balance at the end of the year(Number)Vested and exercisable at the end of the year(Number)Ian Lowe(i)OP#18-1 2,000,000 -2,000,000 2,000,000 Ben Dixon OP#18-1 1,000,000 -1,000,000 1,000,000 Felicity Conlan OP#18-2 1,000,000 -1,000,000 1,000,000 To

161、m Peacock OP#18-2 1,000,000 -1,000,000 1,000,000 Felicity Conlan OP#18-3 6,500,000 -6,500,000 6,500,000 Tom Peacock OP#18-3 6,500,000 -6,500,000 6,500,000 Andrew Dyer OP#18-5 4,000,000 -4,000,000 4,000,000 Felicity Conlan OP#20-1 1,000,000 -1,000,000 333,334 Tom Peacock OP#20-1 1,000,000 -1,000,000

162、333,334 Felicity Conlan OP#21-1 -1,250,000-1,250,000 -Tom Peacock OP#21-1-1,250,000 -1,250,000 -Ben Dixon(ii)OP#21-2 -18,000,000 -18,000,000 12,000,000 Andrew Dyer(iii)DOP#21-1 -2,500,000 -2,500,000 1,250,000 24,000,000 23,000,000-47,000,000 35,916,668 (i)Based on the Separation and Exit Deed signed

163、 with the Group,Mr Lowe is entitled to retain the 2,000,000 options issued to him.The Board has agreed to exercise its discretion to waive the vesting condition that Mr Lowe remains an employee.(ii)Approved at the Annual General Meeting on 28 January 2021.(iii)Mr Dyers options were granted outside o

164、f the Option Plan and are subject to the same terms and conditions as set out in the Option Plan.The grant was approved at the Annual General Meeting on 28 January 2021.The options are valued using the Black-Scholes pricing model.The model inputs for options granted during the year ended 30 June 202

165、1 included:Model Input OP#21-1 OP#21-2 DOP#21-1 Grant Date 13/07/20 07/08/20 17/12/20 Expiry Date 12/07/24 06/08/24 16/12/24 Exercise Price$0.028 0.034 0.043 Grant date share value$0.019 0.023 0.029 Expected Volatility 126.55%129.74%137.18%Risk Free Interest rate 0.25%0.25%0.09%24Adslot 2021 Annual

166、ReportRemuneration Report(Continued)2020 Name Series Balance at beginning of the year(Number)Granted during the year (Number)Expired during the year (Number)Exercised during the year(Number)Balance at the end of the year(Number)Vested and exercisable at the end of the year(Number)Ian Lowe(i)OP#18-1

167、2,000,000 -2,000,000 2,000,000 Ben Dixon OP#18-1 1,000,000 -1,000,000 1,000,000 Felicity Conlan OP#18-2 1,000,000 -1,000,000 1,000,000 Tom Peacock OP#18-2 1,000,000 -1,000,000 1,000,000 Felicity Conlan OP#18-3 6,500,000 -6,500,000 6,500,000 Tom Peacock OP#18-3 6,500,000 -6,500,000 6,500,000 Andrew D

168、yer OP#18-5 4,000,000 -4,000,000 4,000,000 Felicity Conlan OP#20-1-1,000,000 -1,000,000 -Tom Peacock OP#20-1 -1,000,000 -1,000,000 -22,000,000 2,000,000-24,000,000 22,000,000 (i)Based on the Separation and Exit Deed signed with the Group,Mr Lowe is entitled to retain the 2,000,000 options issued to

169、him.The Board has agreed to exercise its discretion to waive the vesting condition that Mr Lowe remains an employee.The options are valued using the Black-Scholes pricing model.The model inputs for options granted during the year ended 30 June 2020 included:Model Input OP#20-1 Grant Date 03/09/19 Ex

170、piry Date 02/09/23 Exercise Price$0.041 Grant date share value$0.028 Expected Volatility 62.60%Risk Free Interest rate 0.99%Details of Share Options,ESOP and other rights to ordinary shares in the Group provided as remuneration of directors and the key management personnel of the Group are set out b

171、elow:Name Options Granted During the Year 2021(Options)2020(Options)Number$Number$Directors Mr A Giles -Mr A Barlow -Mr B Dixon 18,000,000 324,301-Ms S Morgan -Mr A Dyer 2,500,000 58,743 -Other key management personnel Ms F Conlan 1,250,000 18,225 1,000,000 10,724 Mr T Peacock 1,250,000 18,225 1,000

172、,000 10,724 The assessed fair value at issue date of the rights,and the assessed fair value at grant date of the options,granted to the executive are allocated equally over the period from issue/grant date to vesting date,and the amount is included in the remuneration tables above.25Adslot 2021 Annu

173、al Report Section 6:Culture,accountability and remuneration The Groups values of respect,collaboration,communication,integrity and innovation remain critical to our culture and effectively guide our employees in making decisions that realise opportunity for the benefit of our clients,our shareholder

174、s,our employees and the communities in which we operate.Employees are made aware that these values form the basis of all behaviours and actions.These behavioural expectations are outlined in the Board approved Code of Conduct.The Group communicates and reinforces our culture through executive commun

175、ications,non-monetary performance recognition,policy reminders and updates,training,learning and development.The Remuneration Committee and the Board are able to assess culture in many ways including through People&Culture reporting,senior management off-sites,department head presentations,staff sur

176、vey results,as well as through personal observation of management and staff behaviours and actions.The remuneration framework supports our principles by motivating staff to be innovative but also be accountable for their decisions within the business.Section 7:Equity holdings and transactions The nu

177、mber of shares in the Group held during the financial year by each Director of Adslot Ltd and other key management personnel of the Group,including their personally related parties,are set out below:2021 Name Balance at the start of the year(Number)Received during the year on exercise of an option o

178、r right(Number)Net other changes during the year(Number)Balance at the end of the year(Number)Directors Mr A Giles 12,571,452 -2,123,339 14,694,791 Mr A Barlow 58,352,668 -9,350,000 67,702,668 Mr B Dixon 37,603,660 -37,603,660 Ms S Morgan 200,500-1,034,483 1,234,983 Mr A Dyer 49,111,342-5,000,000 54

179、,111,342 Other key management personnel Ms F Conlan 500,000 -500,000 Mr T Peacock 3,375,000 -3,375,000 Totals 161,714,622-17,507,822 179,222,444 Section 8:Other transactions with Key Management Personnel Transactions with Directors and their personally related entities:During the year the Company ea

180、rned revenue of$25,888(2020:$28,242)from a company requiring web development,hosting and marketing services related to Mr Adrian Giles on normal commercial terms and conditions.There were no other transactions with directors and their personally related entities for the financial years ending 30 Jun

181、e 2021 and 30 June 2020.This marks the end of the audited remuneration report.This report is made in accordance with a resolution of directors.Andrew Barlow Chairman 30 August 202126Adslot 2021 Annual ReportOther Directors Report Disclosures Directors Andrew Barlow Chairman Ben Dixon CEO&Executive D

182、irector Adrian Giles Non-Executive Director Sarah Morgan Non-Executive Director Andrew Dyer Non-Executive Director Tom Triscari Non-Executive Director Mr Andrew Barlow,Mr Adrian Giles,Mr Ben Dixon,Ms Sarah Morgan and Mr Andrew Dyer were directors for the whole financial year and up to the date of th

183、is report.Mr Tom Triscari(Non-Executive Director)was appointed on 9 August 2021.Directorships of other listed companies Other than those disclosed on pages 6 to 7 of this Annual Report no director holds a Directorship in any other listed companies in the three-year period immediately before the end

184、of the financial year.Directors shareholdings The following table sets out each directors relevant interest in shares or options in shares of the Group as at the date of this report.Directors Ordinary Shares#Share Options#Mr Andrew Barlow 67,702,668-Mr Adrian Giles 14,694,791-Mr Ben Dixon 37,603,660

185、 19,000,000 Ms Sarah Morgan 1,234,983-Mr Andrew Dyer 54,111,342 6,500,000 Mr Tom Triscari-6,000,000 Remuneration of directors and senior management Information about the remuneration of directors and senior management is set out in the remuneration report of this directors report.Directors Meetings

186、The following table sets out the number of meetings of the Groups Directors held during the year ended 30 June 2021 and the number of meetings attended by each Director.Board of Directors Remuneration Committee Audit and Risk Committee Directors Held Attended Held Attended Held Attended Mr Andrew Ba

187、rlow 8 8 4 4-Mr Adrian Giles 8 8 4 4 6 5 Mr Ben Dixon 8 8-Ms Sarah Morgan 8 8-6 6 Mr Andrew Dyer 8 8 3 3 6 6 Principal activities Adslot Ltd derives revenue from two principal activities:1.Trading Technology-comprises Adslot Media,a leading global media trading technology platform,and Symphony,marke

188、t-leading workflow automation technology for media agencies.2.Services-comprises digital marketing services-provided by the Groups Webfirm division-and project-based customisation of Trading Technology.27Adslot 2021 Annual Report Grant Thornton Audit Pty Ltd ACN 130 913 594 a subsidiary or related e

189、ntity of Grant Thornton Australia Ltd ABN 41 127 556 389 Grant Thornton refers to the brand under which the Grant Thornton member firms provide assurance,tax and advisory services to their clients and/or refers to one or more member firms,as the context requires.Grant Thornton Australia Ltd is a mem

190、ber firm of Grant Thornton International Ltd(GTIL).GTIL and the member firms are not a worldwide partnership.GTIL and each member firm is a separate legal entity.Services are delivered by the member firms.GTIL does not provide services to clients.GTIL and its member firms are not agents of,and do no

191、t obligate one another and are not liable for one anothers acts or omissions.In the Australian context only,the use of the term Grant Thornton may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities.GTIL is not an Australian related entit

192、y to Grant Thornton Australia Limited.Liability limited by a scheme approved under Professional Standards L.au Collins Square,Tower 5 727 Collins Street Melbourne Victoria 3008 Correspondence to:GPO Box 4736 Melbourne Victoria 3001 T+61 3 8320 2222 F+61 3 8320 2200 E W .au Auditors Independence Decl

193、aration To the Directors of Adslot Limited In accordance with the requirements of section 307C of the Corporations Act 2001,as lead auditor for the audit of Adslot Limited for the year ended 30 June 2021,I declare that,to the best of my knowledge and belief,there have been:a no contraventions of the

194、 auditor independence requirements of the Corporations Act 2001 in relation to the audit;and b no contraventions of any applicable code of professional conduct in relation to the audit.Grant Thornton Audit Pty Ltd Chartered Accountants M J Climpson Partner Audit&Assurance Melbourne,30 August 2021 28

195、Adslot 2021 Annual ReportConsolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended 30 June 2021 2021 2020 Notes$Total revenue from continuing operations 3 8,233,147 9,835,906 Other income 3 1,389,456 737,044 Total revenue and other income 9,622,603 10,572,950 Hosting

196、&other related technology costs (1,370,854)(1,290,381)Employee benefits expense 4,10 (7,629,008)(7,654,417)Impairment of receivables 4,8 19,085 (19,565)Other operating expenses 4(2,526,739)(2,550,892)Share-based payment expense 21(537,168)(207,270)Depreciation and amortisation expenses 4 (3,596,794)

197、(3,665,792)Impairment of Goodwill 10-(10,000,000)Provision for R&D claim for financial year 2015/2016 8-(1,527,734)Interest Expense (97,994)(148,041)Total expenses (15,739,472)(27,064,092)Loss before income tax expense (6,116,869)(16,491,142)Income tax benefit/(expense)5(163,905)(126,583)Loss after

198、income tax expense (6,280,774)(16,617,725)Net loss attributable to the members (6,280,774)(16,617,725)Other comprehensive income/(loss)Items that may be reclassified subsequently to profit or loss Foreign exchange translation (3,383)31,588 Total other comprehensive income/(loss)(3,383)31,588 Total c

199、omprehensive loss attributable to the members (6,284,157)(16,586,137)2021 2020 Cents Cents Earnings per share(EPS)from loss from continuing operations attributable to the ordinary equity holders of the Group Basic earnings per share 17(0.33)(0.96)Diluted earnings per share 17(0.33)(0.96)The above Co

200、nsolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.29Adslot 2021 Annual ReportConsolidated Statement of Financial Position As at 30 June 2021 2021 2020 Notes$Current assets Cash and cash equivalents 7 6,826,853 6,160,440 Tr

201、ade and other receivables 8 4,040,885 4,822,711 Prepayments 249,988 209,723 Total current assets 11,117,726 11,192,874 Non-current assets Property,plant&equipment 9 1,780,962 1,845,736 Deferred tax assets 5 34,386 36,370 Intangible assets 10 12,694,084 13,184,940 Total non-current assets 14,509,432

202、15,067,046 Total assets 25,627,158 26,259,920 Current liabilities Trade and other payables 11 4,516,056 3,098,704 Other liabilities 12 641,141 685,610 Lease liability 13 594,101 886,952 Provisions 14 720,720 634,916 Total current liabilities 6,472,018 5,306,182 Non-current liabilities Lease liabilit

203、y 13 1,161,470 960,915 Provisions 14 683,482 675,146 Deferred tax liabilities 5 34,386 36,370 Total non-current liabilities 1,879,338 1,672,431 Total liabilities 8,351,356 6,978,613 Net assets 17,275,802 19,281,307 Equity Issued capital 15 155,607,845 151,866,361 Reserves 16 1,473,259 939,474 Accumu

204、lated losses (139,805,302)(133,524,528)Total equity 17,275,802 19,281,307 The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.30Adslot 2021 Annual ReportConsolidated Statement of Changes in Equity For the year ended 30 June 2021 2021 Notes

205、 Issued Capital$Reserves$Accumulated Losses$Total Equity$Balance at 1 July 2020 151,866,361 939,474(133,524,528)19,281,307 Movement in foreign exchange translation reserve 16 -(3,383)-(3,383)Other comprehensive income -(3,383)-(3,383)Loss attributable to members of the Group -(6,280,774)(6,280,774)T

206、otal comprehensive income/(loss)-(3,383)(6,280,774)(6,284,157)Transactions with equity holders in their capacity as equity holders Contributions of equity,net of transaction costs 15 3,741,484 -3,741,484 Employees share-based expense reserve 16-490,663 -490,663 Directors share-based payments expense

207、 16 -46,505 -46,505 3,741,484 537,168-4,278,652 Balance 30 June 2021 155,607,845 1,473,259(139,805,302)17,275,802 2020 Notes Issued Capital$Reserves$Accumulated Losses$Total Equity$Balance at 1 July 2019 145,838,216 649,149(116,890,245)29,597,120 Adjustment from adoption of AASB 16 -(16,558)(16,558)

208、Adjusted balance at 1 July 2019 145,838,216 649,149(116,906,803)29,580,562 Movement in foreign exchange translation reserve 16 -31,588 -31,588 Other comprehensive income -31,588-31,588 Loss attributable to members of the Group -(16,617,725)(16,617,725)Total comprehensive income/(loss)-31,588(16,617,

209、725)(16,586,137)Transactions with equity holders in their capacity as equity holders Contributions of equity,net of transaction costs 15 6,079,612 -6,079,612 Share-based payments-third party 16(51,467)51,467-Employees share-based payments reserve 16 -207,270-207,270 6,028,145 258,737-6,286,882 Balan

210、ce 30 June 2020 151,866,361 939,474(133,524,528)19,281,307 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes31Adslot 2021 Annual ReportConsolidated Statement of Cash Flows For the year ended 30 June 2021 2021 2020 Notes$Cash flows from op

211、erating activities Receipts from trade and other debtors 13,555,868 19,294,163 Interest received 12,324 49,746 Receipt of R&D tax incentive and other Grants 1,713,958 183,175 Payments to trade creditors,other creditors and employees (15,473,076)(22,769,767)Income tax refund 1,118 4,338 Interest paid

212、 (103,379)(144,063)Net cash outflows from operating activities 22 (293,187)(3,382,408)Cash flows from investing activities Payments for property,plant and equipment (9,066)(6,099)Receipt of R&D tax incentive relating to capitalised assets 1,337,683 277,760 Payments for intangible assets (3,105,558)(

213、4,562,586)Net cash outflows from investing activities (1,776,941)(4,290,925)Cash flows from financing activities Proceeds from issue of shares 4,002,000 6,400,000 Payments of equity raising costs (278,984)(328,250)Payments for leased assets (914,787)(681,698)Proceeds from borrowings 12(ii)163,732 16

214、7,315 Net cash inflows from financing activities 2,971,961 5,557,367 Net increase/(decrease)in cash held 901,833(2,115,966)Cash at the beginning of the financial year 6,160,440 8,165,544 Effects of exchange rate changes on cash (235,420)110,862 Cash at the end of the financial year 7 6,826,853 6,160

215、,440 The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.32Adslot 2021 Annual ReportNotes to the Financial Statements For the year ended 30 June 2021 Summary of Significant Accounting Policies The financial report covers Adslot Ltd(the Company)and

216、 controlled entities(the Group).Adslot Ltd is a listed public company,incorporated and domiciled in Australia.The financial report is for the financial year ended 30 June 2021 and is presented in Australian dollars.The principal accounting policies adopted in the preparation of these consolidated fi

217、nancial statements are summarised below.These policies have been consistently applied to all the years presented,unless otherwise stated.New or amended Accounting Standards and Interpretations The Group has adopted all of the new,revised or amended Accounting Standards and Interpretations issued by

218、the Australian Accounting Standards Board(AASB)that are mandatory for the current reporting period.Any new,revised or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.Basis of preparation This general-purpose financial report has been prepared in

219、 accordance with Australian Accounting Standards,other authoritative pronouncements of the Australian Accounting Standards Board(AASB)and the Corporations Act 2001.It is noted that Directors have considered the impact of the COVID-19 pandemic on accounting policies,judgements and estimates,as outlin

220、ed in the applicable area in the Notes to the Financial Statements.Compliance with IFRS Australian Accounting Standards include International Financial Reporting Standards as adopted in Australia.Compliance with Australian Accounting Standards ensures that the financial statements and notes of Adslo

221、t Ltd comply with International Financial Reporting Standards(IFRS)as issued by the International Accounting Standards Board(IASB).Adslot Ltd is a for-profit entity for the purpose of preparing the financial statements.Historical cost convention These financial statements have been prepared under th

222、e historical cost convention as modified by the revaluation of available-for-sale financial assets.Under the historical cost convention assets are recorded at the amount of cash or cash equivalents paid or the fair value of the consideration given to acquire them at the time of their acquisition.Lia

223、bilities are recorded at the amount of proceeds received in exchange for the obligation,or in some circumstances at the amounts of cash or cash equivalents expected to be paid to satisfy the liability in the normal course of business.Critical accounting estimates The preparation of financial stateme

224、nts in conformity with Australian Accounting Standards requires the use of certain critical accounting estimates.It also requires management to exercise its judgement in the process of applying the Groups accounting policies.The estimates and associated assumptions are based on historical experience

225、 and other factors that are considered relevant.Actual results may differ from these estimates.The estimates and associated assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that p

226、eriod or in the period of the revision and future periods if the revision affects both current and future periods.33Adslot 2021 Annual Report Going concern Management continues to invest resources to support growth in trading fees,primarily from media agency holding companies and their subsidiaries

227、in the US and UK markets.In December 2020 the Group successfully raised$4.0 million via a share placement,resulting in$3.7 million net cash inflows in the period under review.Inflows from financing activities of$3.0 million,combined with the net cash outflows from operating and investing activities

228、of$2.1 million,resulted in net cash inflows of$0.9 million in the 2021 financial year.Management anticipates incurring further net cash outflows from operations until such time as sufficient revenue growth is achieved.Based on the findings made by Innovation and Science Australia in relation to the

229、FY16 R&D activities,the ATO amended the R&D Tax Incentive Offset for FY16.The Group continues to defend the legitimacy of its claim and has requested a review of the findings by the Administrative Appeals Tribunal(AAT).If successful,the$1.5 million will be refunded to the Group.The FY2021 R&D claim

230、of$1.1 million is expected to be received in the first half of the 2022 financial year.A delay in expected growth in revenues,and/or a delay in payment of the FY2021 R&D claim,has the potential to create a cash flow risk to the Group which could affect its ability to pay its debts as and when they f

231、all due,and to realise its assets in the normal course of business.However,the directors believe the Group will be able to continue to pay its debts as and when they fall due for the following reasons:the Group had a cash position of$6.8 million at 30 June 2021;FY2021 R&D claim of$1.1 million is exp

232、ected to be received in the first half of FY2021;Symphony licence fees which are largely recurring and predictable;ongoing cost management initiatives including reduction to office space in each market,reducing the largest fixed cost of the business outside salaries;the opportunity to implement furt

233、her cost reductions;and the Group has a proven track record of successfully raising capital from existing and new investors.As part of the directors consideration of the appropriateness of adopting the going concern basis in preparing the financial statements,a range of scenarios regarding the ongoi

234、ng impact of the COVID-19 pandemic on the Groups current and future earnings were critically reviewed.The scenarios are most sensitive to the assumptions made for Adslot Media in the USA where the greatest revenue growth is expected.It is noted that media spend has returned to pre-COVID-19 levels in

235、 the primary markets Adslot Media currently operates.Accordingly,the directors believe there exists a reasonable expectation that the Group can continue to pay its debts as and when they fall due,and the financial report has been prepared on a going concern basis.34Adslot 2021 Annual ReportNotes to

236、the Financial Statements(Continued)1.Summary of Significant Accounting Policies(Continued)Principles of consolidation Subsidiaries The consolidated financial statements comprise those of the Group,and the entities it controlled at the end of,or during,the financial year.The Group controls a subsidia

237、ry if it is exposed,or has rights,to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary.All intra-group transactions,balances,income and expenses between entities in the Group included in the financial statement

238、s have been eliminated in full.Where unrealised losses on intra-group asset sales are reversed on consolidation,the underlying asset is also tested for impairment from a group perspective.Where an entity either began or ceased to be controlled during the year,the results are included only from the d

239、ate control commenced or up to the date control ceased.The accounting policies adopted in preparing the financial statements have been consistently applied by entities in the Group.Investments in subsidiaries are accounted for at cost less impairment losses in the parent entity information in Note 2

240、4.Business combinations Acquisition of subsidiaries and businesses are accounted for using the acquisition method.The consideration for each acquisition is measured at the aggregate of the fair values(at the date of exchange)of assets given,liabilities incurred or assumed and equity instruments issu

241、ed by the Group in exchange for control of the acquiree.Acquisition related costs are recognised in profit or loss as incurred.The Group recognises identifiable assets and liabilities assumed in the business combination regardless of whether they have been previously recognised in the acquirees fina

242、ncial statements prior to acquisition.Assets acquired and liabilities assumed are generally measured at their acquisition date fair values.Goodwill is stated after separate recognition of identifiable intangible assets calculated as the excess of the sum of the fair value of the consideration transf

243、erred over the acquisition date fair value of identifiable net assets.If the identifiable net assets exceed the consideration transferred,the excess amount is recognised in profit or loss immediately.Any deferred settlement of cash consideration is discounted to its present value as at the date of a

244、cquisition.The discount rate used is the incremental borrowing rate that the Group can obtain from an independent financier under comparable terms and conditions.Foreign Currency Exchange In preparing the financial statements of the individual entities,transactions in currencies other than the entit

245、ys functional currency are recorded at the rates of exchange prevailing on the dates of the transactions.At each reporting date,monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting date.Exchange differences are recognised in the Consolidated Stat

246、ement of Profit or Loss and Other Comprehensive Income in the period in which they arise.On consolidation,the assets and liabilities of the Groups foreign operations are translated into Australian dollars at exchange rates prevailing on the reporting date.Income and expense items are translated at t

247、he closing exchange rates for the period.Exchange differences arising,if any,are charged/credited to other comprehensive income and recognised in the Groups foreign currency translation reserve in equity.On disposal of a foreign operation the cumulative translation difference recognised in equity ar

248、e reclassified to profit or loss and recognised as part of the gain or loss on disposal.35Adslot 2021 Annual Report Cash and cash equivalents For the purposes of the Consolidated Statement of Cash Flows,cash includes cash on hand and deposits at call which are readily convertible to cash and are not

249、 subject to significant risk of changes in value,net of bank overdrafts.Cash held on behalf of Publishers represents the share of campaign fees held before release to Adslot Publishers.Property,plant and equipment Property,plant and equipment are stated at cost less accumulated depreciation and any

250、impairment in value.The carrying values of property,plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable.Leasehold improvements are depreciated using the straight-line method over the remaining period of the underl

251、ying lease.Depreciation is calculated on a straight-line basis for all plant and equipment.The estimated useful lives,residual values and depreciation method are reviewed at the end of each annual reporting period,with the effect of any changes recognised on a prospective basis.The gain or loss aris

252、ing on disposal or retirement of an item of property,plant and equipment is determined as the difference between the sales proceeds and the carrying amount of asset and is recognised in profit or loss.The following depreciation rates are used for each class of depreciable asset:Computer Equipment 33

253、 40%per annum Plant&Equipment 20 33%per annum Leasehold Improvements 20 100%per annum Receivables Trade receivables are recognised initially at fair value and thereafter are measured at amortised cost,less provision for impairment.They are non-derivative financial assets with fixed or determinable a

254、mounts not quoted in an active market.Trade accounts receivable are generally settled between 14 and 60 days and carried at amounts recoverable.Collectability of trade receivables is reviewed on an ongoing basis.Debts that are known to be uncollectible are written off.The Group makes use of a simpli

255、fied approach in accounting for trade receivables and records the loss allowance at the amount equal to the expected lifetime credit losses.In using this practical expedient,the Group uses its historical experience,external indicators and forward-looking information to calculate the expected credit

256、losses.The amount of the expected credit loss is recognised in profit or loss.Subsequent recoveries of amounts previously written off are credited against the allowance account.Trade and other creditors financial liabilities Trade accounts payable and other creditors represent liabilities for goods

257、and services provided to the Group prior to the end of the financial year and which are unpaid.The amounts are unsecured and are usually paid within 45 days of recognition.Financial liabilities are measured subsequently at amortised cost using the effective interest method.36Adslot 2021 Annual Repor

258、tNotes to the Financial Statements(Continued)1.Summary of Significant Accounting Policies(Continued)Borrowings Borrowings are initially recognised at fair value(less transaction costs)and subsequently measured at amortised cost.Any difference between the proceeds and the redemption amount is recogni

259、sed in profit or loss over the period of the borrowing using the effective interest method.Finance costs Finance costs are recognised as expenses in the period in which they are incurred except where they are incurred in the construction of a qualifying asset in which case the finance costs are capi

260、talised as part of the asset.Income tax The income tax expense or revenue for the period is the tax payable on the current periods taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differenc

261、es between the tax bases of assets and liabilities and their carrying amounts in the financial statements,and to unused tax losses.Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled,

262、based on those tax rates which are enacted or substantively enacted for each jurisdiction.The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability.An exception is made for certain temporary differences

263、 arising from the initial recognition of an asset or a liability.No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction,other than a business combination,that at the time of the transaction did not affect either accounting profit or

264、 taxable profit or loss.Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.Deferred tax liabilities are always provided for in full.Deferr

265、ed tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will n

266、ot reverse in the foreseeable future.Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.Tax consolidation legislation Adslot Ltd and its wholly-owned Australian controlled entities have implemented the tax consolidation legi

267、slation.The head entity,Adslot Ltd,and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts.These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right where the entity

268、is subject to tax as part of the tax-consolidated group.To the extent that it is not probable that taxable profit will be available in the foreseeable future against which the unused tax losses or unused tax credits can be utilised,the deferred tax assets of its own and its controlled entities are n

269、ot recognised.37Adslot 2021 Annual Report Employee benefits Wages and salaries,annual leave and sick leave Short-term employee benefits are current liabilities included in employee benefits,measured at the undiscounted amount that the Group expects to pay as a result of the unused entitlement.Annual

270、 leave is included in provisions.The Group does not discount the leave liability calculations as the Group expects all annual leave for all employees to be used wholly within 12 months of the end of reporting period.Long service leave The liability for long service leave is recognised in the non-cur

271、rent provision for employee benefits and is measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.Share-based compensation benefits Equity-settled share-based payments with employees and others pr

272、oviding similar services are measured at the fair value of the equity instrument at the grant date.The fair value at grant date is determined using an appropriate pricing model that takes into account the exercise price,the term of the option,the impact of dilution,the share price at grant date,the

273、expected price volatility of the underlying share,the expected dividends yield and the risk-free interest rate for the term of the option.The fair value determined at the grant date of the equity-settled share-based payments is recognised as an expense,with a corresponding increase in equity(share-b

274、ased payments reserve)on a straight-line basis over the vesting period.Upon the exercise of options,the balance of the share-based payments reserve relating to those options is transferred to share capital while the proceeds received,net of any directly attributable transaction costs,are credited to

275、 share capital.38Adslot 2021 Annual ReportNotes to the Financial Statements(Continued)1.Summary of Significant Accounting Policies(Continued)Intangible Assets Goodwill Goodwill arising in a business combination is recognised as an asset at the date that control is acquired(acquisition date).Goodwill

276、 is measured as the excess of the fair value of consideration paid over the fair value of the identifiable net assets of the entity or operations acquired.Goodwill acquired in business combinations is not amortised.Instead,goodwill is tested for impairment at least on an annual basis.An impairment l

277、oss for goodwill is recognised immediately in profit or loss and is not reversed in a subsequent period.Research and development expenditure Research costs are expensed as incurred.An intangible asset arising from development expenditure on an internal project is recognised only when the Group can d

278、emonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale,its intention to complete and its ability to use or sell the asset,how the asset will generate future economic benefits,the availability of resources to complete the development and t

279、he ability to measure reliably the expenditure attributable to the intangible asset during its development.Following the initial recognition of the development expenditure,the cost model is applied requiring the assets to be carried at cost less any accumulated amortisation and accumulated impairmen

280、t losses.Any expenditure so capitalised is amortised over the period of expected benefits from the related project.The carrying value of an intangible asset arising from development costs is tested for impairment annually when the asset is not yet available for use or more frequently when an indicat

281、or of impairment arises during the reporting period.Intellectual property The intellectual property relates to the platform technology,branding and domains acquired as a result of the acquisition of Adslot,QDC IP Technology and Facilitate Digital businesses.Where the useful life is assessed as indef

282、inite,assets are not amortised and the carrying value is tested for impairment annually or more frequently if events or changes in circumstances indicate impairment.It is carried at cost less impairment losses.For those assets assessed as having a finite life,they are amortised on a straight-line ba

283、sis over the estimated useful life of the asset.The expected accounting useful life of intellectual property relating to the Adslot,QDC IP Technology and Facilitate Digital business is 4 to 5 years.Domain name Acquired domain names are accounted for at cost,useful life is assessed as indefinite and

284、the assets are not amortised.The carrying value is tested for impairment annually or more frequently if events or changes in circumstances indicate impairment.They are carried at cost less impairment losses.Software Software represents internally developed software platforms capitalised according to

285、 accounting standards.Software is assessed as having a finite life and is amortised on a straight-line basis over the estimated useful life of the asset.The expected accounting useful life of software is 5 years.The carrying value of the software is tested for impairment when an indicator of impairm

286、ent arises during the reporting period.39Adslot 2021 Annual Report Leased assets and liabilities In line with AASB 16 Leases,the Group recognises a right-of-use asset and a corresponding lease liability at the commencement of a lease.The right-of-use asset is recognised at an amount equal to the ini

287、tial measurement of the lease liability,adjusted for lease prepayments,lease incentives received,initial direct costs incurred and an estimate of any future restoration,removal or dismantling costs.The lease liability is measured at the present value of future lease payments comprising;fixed lease p

288、ayments less incentives,variable lease payments,residual guarantees payable,payment of purchase options where exercise is reasonably certain and any anticipated termination penalties.The lease payments are discounted at the rate implicit in the lease,or where not readily determinable,at the entitys

289、incremental borrowing rate.For all new contracts,the Group considers whether a contract is,or contains a lease.A lease is defined as a contract or a part of a contract,that conveys the right to use an asset for a period of time in exchange for consideration.To apply this definition,the Group assesse

290、s whether the contract meets three key evaluations as follows:the contract contains an identified asset,which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group;the Group has the right to obtain substantial

291、ly all of the economic benefits from the use of the identified asset throughout the period of use,considering its rights within the scope of the contract;and the Group has the right to direct the use of the identified asset throughout the period of use.The Group assess whether it has the right to di

292、rect how and for what purpose the asset is used throughout the period of use.The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the asset or the end of the lease term.The Group also assesses the righ

293、t-of-use asset for impairment when such indicators exist.Subsequent to initial measurement,the liability will be reduced for payments made and increased for interest.It is remeasured to reflect any reassessment or modification,or if there are changes in in-substance fixed payments.When the liability

294、 is remeasured,the corresponding amount is reflected in the right-of-use asset.Goods and services tax Revenue,expenses and assets are recognised net of the amount of goods and services tax(GST),except:i.Where the amount of GST incurred is not recoverable from the taxation authority,it is recognised

295、as part of the cost of acquisition of an asset or as part of an item of expense;or ii.For receivables and payables which are recognised inclusive of GST.The net amount of GST recoverable from,or payable to,the taxation authority is included as part of receivables or payables.40Adslot 2021 Annual Rep

296、ortNotes to the Financial Statements(Continued)1.Summary of Significant Accounting Policies(Continued)Revenue recognition The Group derives revenue from trading technology and services.To determine whether to recognise revenue,the Group follows a 5-step process:1.Identifying the contract with a cust

297、omer 2.Identifying the performance obligations 3.Determining the transaction price 4.Allocating the transaction price to the performance obligations 5.Recognising revenue when/as performance obligation(s)are satisfied The Group often enters into transactions involving a range of the Groups products

298、and services.In all cases,the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices.The transaction price for a contract excludes any amounts collected on behalf of third parties.Revenue is recognised either

299、 at a point in time or over time,when(or as)the Group satisfies performance obligations by transferring the promised services to its customers.The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract

300、liabilities in the statement of financial position.Similarly,if the Group satisfies a performance obligation before it receives the consideration,the Group recognises either a contract asset or a receivable in its statement of financial position,depending on whether something other than the passage

301、of time is required before the consideration is due.Revenue recognised for the major business activities for each category as follows:Revenue from Trading Technology Revenue from Trading Technology-Licence Fees Adslot and Symphony licence fees are derived by providing customers access to the Groups

302、technology platforms.The fee is based on either annual contracted amounts,the number of users,a tier system based on historical volumes traded on the platform,and/or resources allocated.The contracts are ongoing but cancellable with defined notice periods.The Group is expected to maintain its perfor

303、mance obligations throughout the contracted period for the client to achieve the benefits of the platforms.As per AASB 15,revenue is recognised over time;since the promise to grant a licence as a performance obligation is satisfied over time.The client simultaneously receives and consumes the benefi

304、t from the Groups performance of providing access to the platforms.Revenue from Trading Technology Trading Fees Adslot trading fee revenues are recognised over time.Only the portion of the media campaign that is retained by the Group for their services is recorded as revenue.This is typically a perc

305、entage of the total media transacted on the Adslot platform.Where media campaigns are realised over a period a time,the portion that extends beyond the reporting period is not taken up as revenue as the performance obligations have not been satisfied.Where the funds for these campaigns are prepaid b

306、y advertisers those amounts are treated as contract liabilities in the Consolidated Statement of Financial Position.As the fees are usage-based revenues the revenue is recognised over time when the usage occurs and the performance obligations are satisfied.Funds collected or collectable from adverti

307、sers and due to be repaid to publisher clients are disclosed in the accounts as publisher creditors and categorised under Trade and other payables in the Consolidated Statement of Financial Position.Symphony trading fees are charged to publishers for the use of the Symphony platform as a workflow so

308、lution.The fee is based on a percentage fee calculated from the total transacted value of campaigns.As per AASB 15,revenue is recognised over time when the usage occurs and the performance obligations are satisfied.41Adslot 2021 Annual Report Revenue from Services Service revenue is recognised at a

309、point in time or over time based on when the performance obligations are met,and the customer can realise benefit from service received without further involvement from the Group.Statement of work revenue is derived as a once off Symphony activation fee or custom development work.The revenue is reco

310、gnised at a point in time when the Group has completed its performance obligation and the customer has obtained the ability to direct the use of,and obtain substantially all of the remaining benefits from,the work carried out.Website development revenue is recorded based on project delivery revenue

311、over time as the project is completed.All projects are assigned percentages of project completion(based on actual work in progress)and all website development revenue applicable to percentage of incomplete work is recorded as contract liabilities.As such revenue is recognised over time when the perf

312、ormance obligations are met and when the Group receives a right to payment for performance completed to date.Search Engine Optimisation and Search Engine Advertising attempts to improve search engine rankings of the clients website or bid on certain keywords in order for their clickable ads to appea

313、r in search results.These are ongoing contracts and can be cancelled with 90 days notice.The Group needs to continuously manage these campaigns;as such the revenue is recognised over time as the clients simultaneously receive the service and the Group satisfies its performance obligations.Hosting re

314、venue is derived for hosting the clients websites in third party cloud servers managed by the Group.These contracts are ongoing and can be cancelled with 90 days notice.Clients may pay upfront annually.The Group needs to continually satisfy the performance obligations of hosting the site and provide

315、 customer support,as and when required.Therefore,revenue is recognised over time.For Domain Names Registration and SSL Certification,at the time of initial activation the service has been transferred in full to the customer;and the customer is able to realise benefits from services received without

316、further involvement from the Group.Furthermore,the Group separately prices and sells these products.There is no further performance obligation for the Group.As such revenue needs to be recognised at a point in time.Interest revenue Interest revenue is recognised when it is probable that the economic

317、 benefits will flow to the Group and the amount can be measured reliably,taking into account the effective yield on the financial asset.Government grants In accordance with AASB 120,government grants are recognised at fair value where there is reasonable assurance that the grant will be received and

318、 all grant conditions will be met.Where appropriate grants relating to expense items are recognised as other income,over the periods necessary to match the grant to the costs they are compensating.Grants relating to assets are credited to deferred income and are amortised on a straight-line basis ov

319、er the expected lives of the assets.Sale of non-current assets The net gain from the sale of non-current asset sales is recognised as income at the date control of the asset passes to the buyer,usually when the signed contract of sale becomes unconditional.42Adslot 2021 Annual ReportNotes to the Fin

320、ancial Statements(Continued)1.Summary of Significant Accounting Policies(Continued)Financial Instruments Recognition and derecognition Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured i

321、nitially at fair value adjusted by transactions costs,except for those carried at fair value through the profit or loss statement,and which are measured initially at fair value.Subsequent measurement of financial assets and financial liabilities are described below.Financial assets are derecognised

322、when the contractual rights to the cash flows from the financial asset expire,or when the financial asset and substantially all the risks and rewards are transferred.A financial liability is derecognised when it is extinguished,discharged,cancelled or expires.Classification and initial measurement o

323、f financial assets Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with AASB 15,all financial assets are initially measured at fair value adjusted for transaction costs(where applicable).Subsequent measu

324、rement of financial assets For the purpose of subsequent measurement,financial assets,other than those designated and effective as hedging instruments,are classified as financial assets at amortised cost.Classifications are determined by both:The entitys business model for managing the financial ass

325、et;and The contractual cash flow characteristics of the financial assets.All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,finance income or other financial items,except for impairment of trade receivables which is presented

326、 within other expenses.Financial assets at amortised cost Financial assets are measured at amortised cost if the assets meet the following conditions(and are not designated as financial assets at fair value through profit and loss):they are held within a business model whose objective is to hold the

327、 financial assets and collect its contractual cash flows;and the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.After initial recognition,these are measured at amortised cost using the effective

328、 interest method.Discounting is omitted where the effect of discounting is immaterial.The Groups cash and cash equivalents,trade and most other receivables fall into this category of financial instruments as well as government bonds.Trade and other receivables and contract assets The Group makes use

329、 of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance at the amount equal to the expected lifetime credit losses.In using this practical expedient,the Group uses its historical experience,external indicators and forward-look

330、ing information to calculate the expected credit losses.Trade and other receivables and contract assets are subject to review at least at each reporting date to identify expected credit losses.At reporting date and throughout the reporting period the Group did not have any other financial instrument

331、s other than trade and other receivables.43Adslot 2021 Annual Report Leasehold improvements The cost of improvements to leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement to the Group,whichever is the shorter.Earnings per share Ba

332、sic earnings per share Basic earnings per share for continuing operations and total operations attributable to members of the Group are determined by dividing net profit after income tax from continuing operations and the net profit attributable to members of the Group respectively,excluding any cos

333、ts of servicing equity other than ordinary shares,by the weighted average number of ordinary shares outstanding during the financial period.The number of shares used in the calculation at any time during the period is based on the physical number of shares issued.Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take