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ADSLOT LTD. Interim / Quarterly Report 2014

Jan 30, 2014

64306_rns_2014-01-30_f3ca738e-7a71-43e1-bd3c-9fa9fb78f5b9.pdf

Interim / Quarterly Report

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Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

Appendix 4C

Quarterly report for entities admitted

on the basis of commitments

Commentary on activities during the quarter ending 31 December 2013

**Operational

Update**

  • On
    22
    October
    2013, Adslot
    Marketplace
    was
    launched,
    allowing
    large
    media
    buyers
    to
    purchase premium
    advertising
    inventory
    directly
    from
    a
    selection
    of
    Adslot’s
    premium
    publisher
    clients.

  • Although
    significant
    trades
    have
    already
    been
    captured
    via
    the Adslot
    Marketplace
    ,
    the
    Company maintains
    previous
    guidance
    that
    it
    expects
    it
    will
    take
    two
    quarters
    to
    drive
    meaningful
    agency adoption.
    The Adslot
    Marketplace
    is
    now
    being
    actively
    marketed
    to
    media
    agencies
    throughout the
    world.

  • The
    company
    continues
    to
    sign
    large,
    premium
    publishers
    in
    the
    United
    States,
    Europe
    and
    the Asia
    Pacific
    region,
    including
    multi-­‐market
    contracts
    with
    some
    of
    the
    world’s
    largest
    publishing groups
    such
    as
    Mail
    Online
    (Daily
    Mail),
    BBC,
    ESPN
    and
    IDG.

  • The
    depth
    and
    diversity
    of
    premium
    inventory
    available
    via
    Adslot
    continues
    to
    grow,
    with
    the signing
    of
    additional
    premium
    publishers.
    New
    publishers
    signed
    in
    the
    December
    quarter represent
    over
    2
    billion
    page
    impressions
    per
    month,
    and
    include
    the
    likes
    of
    MorningStar,
    Metro (UK),
    BBC
    (UK),
    news.net,
    Al
    Jazeera
    USA,
    Zoopla,
    Property
    Pal
    and
    Diversity
    Advertising.

**Facilitate

Acquisition**

  • On
    23
    December
    2013,
    the
    acquisition
    of
    Facilitate
    Digital
    Holdings
    Ltd
    via
    scheme
    of
    arrangement was
    completed.
    Facilitate
    Digital
    is
    now
    a
    wholly
    owned
    subsidiary
    of
    Adslot
    Limited.

  • Integration
    of
    the
    two
    organisations
    has
    commenced,
    including: o the
    merging
    of
    teams
    under
    a
    single
    organisational
    structure o integration
    of
    the Adslot and Symphony products

  • Integration
    of
    the Symphony and Adslot products
    throughout
    2014
    will
    allow
    large
    agency
    buyers who
    are
    collectively
    spending
    over
    $1
    Billion
    per
    annum
    via
    the Symphony platform,
    to
    access Adslot publisher
    inventory
    via
    the
    same
    product.

  • Through
    calendar
    year
    2014,
    online
    advertising
    spend
    executed
    via Symphony is
    expected
    to increase
    to
    nearly
    $2
    Billion
    per
    annum.
    This
    is
    due
    to:

  • the
    recent
    signing
    of Omnicom -­‐
    world’s
    second
    largest
    media
    agency
    group
    -­‐
    to
    a
    multi-­‐ market Symphony contract
    (as
    announced
    on
    19
    December
    2013);
    and

  • scheduled
    new
    market
    deployments
    under
    existing Symphony contracts.

  • See
    chapter
    19
    for
    defined
    terms.

Appendix
4C
Page
1

Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

**Cash

Position**

  • Cash
    for
    the
    quarter
    increased
    by
    $795k
    to
    $8.33million.

  • Receipts
    from
    customers
    for
    the
    quarter
    were
    $912k
    up
    from
    $865k
    from
    the
    prior
    quarter.

  • Costs
    were
    at
    the
    low-­‐end
    of
    guidance,
    and
    included
    staff
    costs
    of
    a
    one-­‐off
    non-­‐recurring payment
    of
    $719k
    to
    the
    Adslot
    Employee
    Share
    Trust,
    with
    funds
    used
    to
    procure
    new
    shares
    in the
    Company.
    It
    was
    therefore
    cash
    neutral
    to
    the
    Company
    (see
    Note
    3,
    and
    refer
    to
    items
    1.2 and
    1.15).

  • The
    result
    for
    the
    quarter
    was
    driven
    by
    a
    number
    of
    one-­‐off
    inflows
    and
    outflows
    being: o Cash
    at
    bank
    of
    $496k
    acquired
    as
    a
    result
    of
    the
    Facilitate
    Scheme
    of
    Arrangement; o Receipt
    of
    Adslot
    Research
    &
    Development
    incentives
    of
    $1,060k
    relating
    to
    FY2013; o Receipt
    of
    Facilitate
    Research
    &
    Development
    incentives
    of
    $1,105k
    relating
    to
    FY2013;
    and o Payment
    of
    $405k
    in
    costs
    relating
    to
    the
    acquisition
    of
    Facilitate.

  • The
    normalised
    operating
    result
    for
    the
    quarter
    (excluding
    the
    four
    one-­‐offs
    listed
    above)
    was
    a cash
    outflow
    of
    $1,461k
    (including
    8
    days
    contribution
    from
    Facilitate),
    which
    was
    beneath
    the
    low end
    of
    our
    guidance
    range
    of
    an
    outflow
    of
    between
    $1.6M
    and
    $1.8M.

  • $532k
    in
    annualised
    cost
    synergies
    have
    already
    been
    realised
    from
    the
    Facilitate
    acquisition.

  • We
    anticipate
    underlying
    net
    cash
    outflows
    to
    continue
    for
    the
    next
    few
    quarters.
    Significant positive
    change
    in
    cashflows
    will
    largely
    be
    determined
    by
    the
    speed,
    extent
    and
    magnitude
    of agency
    adoption
    of
    the Adslot
    Marketplace
    in
    2014
    and
    beyond.

  • See
    chapter
    19
    for
    defined
    terms. Appendix
    4C
    Page
    2

24/10/2005

Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Name of entity
ADSLOT LTD

ABN
70 001 287 510
Quarter ended (“current quarter”)
70 001 287 510 31 DECEMBER 2013

**Consolidated

statement
of
cash
flows**

Cash flows related to operating activities
1.1
Receipts from customers
1.2
Payments for:
(a) staff costs (Note 3)
(b) advertising and marketing
(c) research and development (Note 4)
(d) leased assets
(e) website publisher payments
(f) other cost of sales
(g) other working capital/overheads
1.3
Dividends received
1.4
Interest and other items of a similar nature received
1.5
Interest and other costs of finance paid
1.6
Income and Other taxes paid
1.7
Other – R&D Tax Incentive
Current quarter
$A’000
Year to date
(6 months)
$A’000
912
(2,065)
(122)
(247)
(1)
(10)
(236)
(934)
-
124
-
(4)
2,164
1,777
(3,610)
(255)
(635)
(2)
(17)
(431)
(1,417)
-
228
-
(8)
2,164
Net operating cash flows (419) (2,206)

  • See
    chapter
    19
    for
    defined
    terms.

Appendix
4C
Page
3

Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

Appendix 4C - Quarterly report for entities
admitted on the basis of commitments

Current quarter
$A’000
Year to date
(6 months)
$A’000
1.8
Net operating cash flows (carried forward)
(419) (2,206)
Cash flows related to investing activities
1.9
Payment for acquisition of:
(a) businesses
(b) equity investments
(c) intellectual property
(d) physical non-current assets
(e) other non-current assets
1.10
Proceeds from disposal of:
(a) businesses
(b) equity investments
(c) intellectual property
(d) physical non-current assets
(e) other non-current assets
1.11
Loans to other entities
1.12
Loans repaid by other entities
1.13
Other (provide details if material) – Note 5
Net investing cash flows
1.14
Total operating and investing cash flows
-
-
-
-
(1)
-
-
-
-
-
-
-
496
-
-
-
-
(6)
-
-
-
-
1
-
-
496
495 491
76 (1,715)
Cash flows related to financing activities
1.15
Proceeds from issues of shares, options, etc.
Note 3
1.16
Proceeds from sale of forfeited shares
1.17
Proceeds from borrowings
1.18
Repayment of borrowings
1.19
Dividends paid
1.20
Other – Costs relating to issues of shares
Net financing cash flows

719
-
-
-
-
-
945
-
-
-
-
-
719 945
Net increase (decrease) in cash held
1.21
Cash at beginning of quarter/year to date
1.22
Exchange rate adjustments – Note 2
795
7,544
(6)
(770)
9,132
(29)
1.23
Cash at end of quarter
8,333 8,333
  • See
    chapter
    19
    for
    defined
    terms. Appendix
    4C
    Page
    4

24/10/2005

Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

**Payments

to
directors
of
the
entity
and
associates
of
the
directors Payments
to
related
entities
of
the
entity
and
associates
of
the
related entities**

entities
entities
Current quarter
$A'000
1.24 Aggregate amount of payments to the parties included in item 1.2 58
1.25 Aggregate amount of loans to the parties included in item 1.11 -
1.26
Explanation necessary for an understanding of the transactions
Directors Fees of $58k.
In addition, item 1.1 includes receipts from trading with entities associated with Directors of $30k

**Non-­‐cash

financing
and
investing
activities**

  • 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

N/A

  • 2.2 Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest

N/A

**Financing

facilities
available**

Add
notes
as
necessary
for
an
understanding
of
the
position.
(See
AASB
1026
paragraph
12.2).

Amount available
$A’000
Amount used
$A’000
3.1 Loan facilities - -
3.2 Credit standby arrangements - -
  • See
    chapter
    19
    for
    defined
    terms.

Appendix
4C
Page
5

Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

**Reconciliation

of
cash**

Reconciliation of cash at the end of the quarter (as shown in
the consolidated statement of cash flows) to the related items
inthe accountsis asfollows.
Current quarter
$A’000
Previous quarter
$A’000
4.1
Cash on hand and at bank
4.2
Deposits at call
4.3
Bank overdraft
4.4
Other
2,073 457
6,260 7,087
- -
- -
Total: cash at end of quarter(item 1.23) 8,333 7,544

**Acquisitions

and
disposals
of
business
entities**


5.1
Name of entity
5.2
Place of incorporation or
registration
5.3
Consideration for
acquisition or disposal
5.4
Total net assets
5.5
Nature of business
Acquisitions
(Item 1.9(a))
Disposals
(Item 1.10(a))
Faciltate Digital Holdings Limited N/A
Australia -
Nil cash, but 273,730,778 new shares
in AdslotLtdwereissued
-
Approximately $4.9M subject to the
finalisation of the valuation of
intangible assets and audit of the
completion accounts
-
Digital workflow and trading
technology for media agencies
-

**Compliance

statement**

  • 1 This
    statement
    has
    been
    prepared
    under
    accounting
    policies
    which
    comply
    with accounting
    standards
    as
    defined
    in
    the
    Corporations
    Act
    (except
    to
    the
    extent
    that information
    is
    not
    required
    because
    of
    note
    2)
    or
    other
    standards
    acceptable
    to
    ASX.

  • 2 This
    statement
    does
    give
    a
    true
    and
    fair
    view
    of
    the
    matters
    disclosed.

==> picture [74 x 47] intentionally omitted <==

Sign
here: ............................................................
Date:
31
January
2014 Company
Secretary

Print
name: Brendan
Maher

  • See
    chapter
    19
    for
    defined
    terms.

Appendix
4C
Page
6

24/10/2005

Appendix
4C
-­‐
Quarterly
report
for
entities admitted
on
the
basis
of
commitments

Notes

  1. The
    definitions
    in,
    and
    provisions
    of, AASB
    1026:
    Statement
    of
    Cash
    Flows
    apply
    to
    this report
    except
    for
    the
    paragraphs
    of
    the
    Standard
    set
    out
    below.

    • 6.2 -­‐
      reconciliation
      of
      cash
      flows
      arising
      from
      operating
      activities
      to operating
      profit
      or
      loss

    • 9.2 -­‐
      itemised
      disclosure
      relating
      to
      acquisitions

    • 9.4 -­‐
      itemised
      disclosure
      relating
      to
      disposals

  2. 12.1(a)
    -­‐
    policy
    for
    classification
    of
    cash
    items

  3. • 12.3 -­‐
    disclosure
    of
    restrictions
    on
    use
    of
    cash

  4. • 13.1 -­‐
    comparative
    information

  5. Exchange
    Rate
    Adjustment
    (1.22):
    Represents
    accounting
    adjustment
    related
    to conversion
    of
    US
    dollar,
    GB
    pound
    and
    Euro
    bank
    account
    balances
    to
    local
    currency.

  6. Proceeds
    from
    issue
    of
    shares
    (1.2a
    &
    1.15)
    :
    Includes
    a
    payment
    of
    $
    718.7k
    during current
    quarter
    ($944.7k
    in
    year
    to
    date)
    Employment
    Costs
    (1.2a)
    paid
    to
    the
    Adslot Employee
    Share
    Trust
    who
    used
    those
    funds
    to
    procure
    new
    shares
    in
    the
    Company which
    is
    shown
    at
    1.15.

These
shares
are
eliminated
on
consolidation
as
Treasury Shares
in
the
accounts
of
the
Company.

  1. Research
    &
    Development
    (1.2c):
    Represents
    direct
    payroll
    and
    on-­‐costs
    related
    to on-­‐going
    technology
    development
    work
    compliant
    with
    R&D
    Grant
    regulations.

  2. Other
    -­‐
    Investing
    Activities
    (refer
    1.13
    above
    ).
    This
    amount
    relates
    to
    bank
    balances of
    acquired
    entities.

  • See
    chapter
    19
    for
    defined
    terms.

Appendix
4C
Page
7