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MOTIO LTD — Annual Report 2018
Aug 30, 2018
65390_rns_2018-08-30_a6a55bae-10f9-43ae-8a0e-12daf017d78b.pdf
Annual Report
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31 August 2018
Market Announcements Platform ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000
XTD Preliminary Final Report FY2018
Commuter technology company XTD Limited (ASX: XTD) ( XTD or the Company ) is pleased to lodge its FY2018 Appendix 4E and Preliminary Final Report.
Financial Highlights:
-
Operating revenue of $3,090,863 for the year, an increase of 5% on FY2017 operating revenue ($2,931,352)
-
Net Asset Position at 30 June 2018 is $3,714,744
-
Cash and cash equivalents at 30 June 2018 is $2,032,769
Operational Highlights:
-
New agreement with APN Outdoor increases scope of partnership
-
IBM collaboration agreement to create market solutions
-
General Manager of Strategy and Markets appointed
XTD interim CEO Frank Hurley said, “Whilst the 2017/2018 financial results demonstrate a modest increase in annual operating revenue, we’re pleased to have finalised our new and more extensive agreement with APN Outdoor. This is a clear signal of the strength of digital out-of-home, the uniqueness of the Cross Track product and its favoured status on the media schedules for big brands”.
The new agreement with APN Outdoor enables non-exclusive access to the innovative, patented software products and data relationships developed by XTD’s subsidiary, Contact Light. APN Outdoor can utilise Contact Light’s software platforms to enhance audience engagement across the APN Outdoor screen network.
“What is most pleasing about this agreement is APN Outdoor’s recognition that our strategy around the DOOH industry’s move towards innovation, software and data-led actions is what will make a difference over the short to medium term”, said Mr Hurley.
‘’In preparation, we completed a successful trial using only the XTrackTV network in Sydney and Brisbane in July. The campaign centred around enticing people to download our Embark app. XTD chose to highlight Embark because it is a digital, consumer-facing product that is ideal to market in this type of environment”, said Mr Hurley.
The test data indicated that XTrackTV on its own generated significant, uplift in new users of Embark, in the active Sydney and Brisbane markets.
“This is a significant step forward in proving our technology and is a very compelling case for advertisers to consider using Nearcast in their DOOH campaigns. The case has relevance for any digital screen network globally, wherever consumers have dwell-time and a mobile device handy”, commented Mr Hurley.
FY 2019 Outlook
A number of projects are in the pipeline which combine XTD and Contact Light capability, in line with the new strategy. Central to this strategy, it’s important to note that global expansion of the XTD screen network requires significant capital investment, (as we discovered in our India trial last year) - however, the growth potential of Contact Light’s software solutions is achievable more quickly and at a fraction of the cost. Together, XTD and Contact Light have the ability to create the runway and the proof we need to scale Contact Light for the benefit of both businesses.
With respect to global scale of software and data solutions, Mr Ed Bottini, IBM's Global Head of SaaS (Software as a Service) has been in Australia recently working with their technology partners - including Contact Light - on building future global offerings. “We will share more news as this develops, but it is very encouraging to be working with enthused senior executives from IBM in Australia and globally who recognise the value in our technology capabilities and are committed to helping us grow”, commented Mr Hurley.
Although the current wave of mergers and acquisitions in the Australian out of home sector have impacted Contact Light’s opportunities to monetise its products locally in the short term, the Board is very encouraged by the OOH sector’s strong attraction to data and technology that reveals consumer behaviour and helps drive more targeted and effective campaigns. Whilst the planned acquisition of Contact Light has been delayed due to the merger activity, the structural changes in OOH and resulting delay in Contact Light deals do not change XTD’s strategy and vision for the future.
“The XTD board would like to thank the shareholders for their patience whilst we implement the new growth strategy. We look forward to bringing you more news and updates in the near future”, said Mr Hurley.
For more information, contact:
Frank Hurley
Interim Chief Executive [email protected]
Nathan Ryan Investor relations and media +61 420 580 887 [email protected]
XTD LTD PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2018
XTD Ltd
ABN 43 147 799 951
Appendix 4E
Preliminary Final Report
Results for announcement to the market
for the year ended 30 June 2018
| Revenue Loss after tax attributable to members Loss for the period attributable to members Net Tangible Assets per security |
30 June 2018 $A Up 2% to 3,457,456 Down 72% to (619,559) Down 114% to 300,106 30 June 2018 30 June 2017 Cents Cents 2.58 3.02 Amount per security Franked amount per security Nil Nil Nil Nil Nil Nil No dividends are proposed |
30 June 2018 $A Up 2% to 3,457,456 Down 72% to (619,559) Down 114% to 300,106 30 June 2018 30 June 2017 Cents Cents 2.58 3.02 Amount per security Franked amount per security Nil Nil Nil Nil Nil Nil No dividends are proposed |
|---|---|---|
| Dividends (distributions) | Amount per security |
Franked amount per security |
| Final dividend | Nil | Nil |
| Interim dividend | Nil | Nil |
| Previous corresponding period | Nil | Nil |
| Record date for determining entitlements to the dividend. |
No dividends are proposed |
Control gained over entities having material effect
| Name of entity (or group of entities) | n/a |
|---|---|
| Date from which such profit has been calculated | n/a |
| Contribution to the reporting entity’s result | n/a |
XTD LTD PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2018
Dividend
The Directors recommend that no dividend be paid. No dividends have been paid or declared during the year.
Status of Audit
The report is based on financial accounts which have not been audited.
This preliminary final report does not include all the notes of the type normally included in an annual financial report. Accordingly, this should be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by XTD Ltd during the reporting period in accordance with the continuous disclosure requirements of the ASX Listing Rules and Corporations Act 2001 (Cth).
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Stuart Richardson Director
XTD LIMITED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018
| Note Revenue from continuing operations Other income Amortisation of intangibles Commission expense Consultancy fees Depreciation expense Personnel expenses Occupancy expenses Professional fees Share based payments 5 Travelling expenses Other expenses Loss from continuing operations before income tax Income tax benefit Loss from continuing operations after income tax Items that may be reclassified subsequently to profit or loss: Foreign currency translation Total comprehensive loss for the year Loss for the year is attributable to: Owners of the company Non-controlling interests Total comprehensive loss for the year attributable to: Owners of the company Non-controlling interests Loss per share from continuing operations attributable to the ordinary equity holders of the Company: Basic and diluted profit/(loss) per share 7 |
30-Jun-18 $ 30-Jun-17 $ |
30-Jun-18 $ 30-Jun-17 $ |
30-Jun-18 $ 30-Jun-17 $ |
|---|---|---|---|
| 3,090,863 2,931,352 366,593 453,502 (124,470) (124,470) (842,085) (884,831) (261,371) (348,852) (670,128) (858,350) (930,057) (2,003,020) (90,524) (51,686) (344,955) (436,254) 77,741 (212,774) (105,368) (266,323) (823,138) (820,359) |
|||
| (656,899) (2,622,065) 37,340 37,340 |
|||
| (619,559) (2,584,725) |
|||
| (1,359) (3,920) |
|||
| (620,918) (2,588,645) |
|||
| 300,106 (2,188,171) (919,665) (396,554) |
|||
| (619,559) (2,584,725) |
|||
| 298,747 (2,192,091) (919,665) (396,554) |
|||
| (620,918) (2,588,645) |
|||
| Cents 0.2 |
Cents (1.7) |
XTD LIMITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018
| Current Assets Notes Cash & cash equivalents Trade & other receivables Total Current Assets Non-Current Assets Plant & equipment 2 Intangibles 3 Total Non-Current Assets TOTAL ASSETS Current Liabilities Trade & other payables Provisions Total Current Liabilities Non-Current Liabilities Deferred tax liability Total Non-Current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves 4 Accumulated losses Capital and reserves attributable to owners of the company Non-Controlling interests 6 TOTAL EQUITY |
30-Jun-18 $ 30-Jun-17 $ |
|---|---|
| 2,032,769 1,830,292 314,249 150,927 |
|
| 2,347,018 1,981,219 |
|
| 1,478,741 2,296,282 373,405 497,875 |
|
| 1,852,146 2,794,157 |
|
| 4,199,164 4,775,376 |
|
| 341,633 515,146 30,762 45,645 |
|
| 372,395 560,791 |
|
| 112,025 149,365 |
|
| 112,025 149,365 |
|
| 484,420 710,156 |
|
| 3,714,744 4,065,220 |
|
| 15,891,009 15,891,009 1,227,019 2,487,241 (11,579,493) (13,417,571) |
|
| 5,538,535 4,960,679 (1,823,791) (895,459) |
|
| 3,714,744 4,065,220 |
XTD LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018
| Issued | Share- | Options | Foreign | Accumulated | Total | Non- | Total | |
|---|---|---|---|---|---|---|---|---|
| Capital | based | Premium | Currency | Losses | $ | controlling | Equity | |
| $ | Payment Reserve |
Reserve $ |
Translation Reserve |
$ | interests $ |
$ | ||
| $ | $ | |||||||
| At 1 July 2017 | 15,891,009 | 2,278,387 | 212,774 | (3,920) | (13,417,571) | 4,960,679 | (895,459) | 4,065,220 |
| Loss for the year | - | - | - | - | 300,106 | 300,106 | (919,665) | (619,559) |
| Exchange differences on | - | - | - | (1,359) | - | (1,359) | - | (1,359) |
| translation of foreign | ||||||||
| operations | ||||||||
| Total comprehensive loss | - | - | - | (1,359) | 300,106 | 298,747 | (919,665) | (620,918) |
| for the year | ||||||||
| Transactions with owners in | ||||||||
| their capacity as owners: | ||||||||
| Share-based payment – | - | 1,300,643 | - | 1,300,643 | - | 1,300,643 | ||
| incentive options | ||||||||
| Share-based payment – | - | 739,172 | - | - | - | 739,172 | - | 739,172 |
| performance rights | ||||||||
| Expiry of performance rights | - | (900,003) | - | - | 900,003 | - | - | - |
| Reversal of Share-based | - | (2,117,556) | - | - | - | (2,117,556) | - | (2,117,556) |
| payment | ||||||||
| Exercise of options in | (281,119) | - | - | 276,841 | (4,278) | 4,278 | - | |
| subsidiary | ||||||||
| Disposal of shares in | - | - | - | - | 361,128 | 361,128 | (12,945) | 348,183 |
| subsidiary (Note 6) | ||||||||
| At 30 June 2018 | 15,891,009 | 1,019,524 | 212,774 | (5,279) | (11,579,493) | 5,538,535 | (1,823,791) | 3,714,744 |
| At 1 July 2016 Loss for the year Exchange differences on translation of foreign operations Total comprehensive loss for the year Transactions with owners in their capacity as owners: Share-based payment - performance shares Share-based payment Disposal of shares in subsidiary At 30 June 2017 |
Issued Capital $ Share- based Payment Reserve $ Options Premium Reserve $ Foreign Currency Translation Reserve $ Accumulated Losses $ Total $ Non- controlling interests $ Total Equity $ |
|---|---|
| 15,891,009 1,412,879 - - (11,734,652) 5,569,236 (453,653) 5,115,583 - - - - (2,188,171) (2,188,171) (396,554) (2,584,725) - - - (3,920) - (3,920) - (3,920) |
|
| - - - (3,920) (2,188,171) (2,192,091) (396,554) (2,588,645) - 865,508 - - - 865,508 - 865,508 212,774 - - 212,774 - 212,774 - - - - 505,252 505,252 (45,252) 460,000 |
|
| 15,891,009 2,278,387 212,774 (3,920) (13,417,571) 4,960,679 (895,459) 4,065,220 |
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
| Note Cash flows from operating activities Receipts from customers Payment to suppliers and employees Interest received Research and development grant Export market development grant Net cash inflow/(outflow) from operating activities Cash flows from investing activities Payment for property, plant and equipment Proceeds from disposal equity investments Net cash inflow from investing activities Cash flows from financing activities Issue of shares and options Net cash inflow from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Effects of exchange rate changes Cash and cash equivalents at end of year |
30-Jun-18 $ 30-Jun-17 $ |
|---|---|
| 2,970,804 3,071,727 (3,380,342) (3,975,055) 5,510 7,889 351,083 354,469 - 91,143 |
|
| (52,945) (449,827) |
|
| (109,674) (373,650) 342,178 470,000 |
|
| 232,504 96,350 |
|
| - - |
|
| - - |
|
| 179,559 (353,477) 1,830,292 2,208,980 22,918 (25,211) |
|
| 2,032,769 1,830,292 |
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
1. SEGMENT INFORMATION
AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. The segments are consistent with the internal management reporting information that is regularly reviewed by the chief operating decision maker.
The Group is organised into two operating segments: cross-track digital system installation and maintenance (XTD Ltd), and mobile app development for integration with out-of-home transit digital advertising systems (Contact Light).
The Group engages in one business in Australia, activity from which it earns revenues, and its results are analyzed as a whole by the chief operating decision maker. Consequently revenue, profit and net assets for the operating segment and geographical segment are reflected in this annual report.
Intersegment transactions
There were no intersegment transactions during the year.
Major customer
During the year ended 30 June 2018, $2,931,352 of the Group’s revenue was derived from sales to a major Australian Out-Of-Home advertising firm from lease of the Group’s digital advertising assets in Melbourne and Brisbane.
| 30 June 2018 Income Commission - rail operators Expenses Income tax expense Operating loss Other significant items: Share based payments Depreciation Amortisation of intangibles Net loss before tax Assets Cash and cash equivalents Trade and other receivables Plant & equipment Intangibles Liabilities Trade and other payables Provisions Deferred tax liability |
XTD Ltd $ Contact Light $ Total $ 3,072,185 385,271 3,457,456 (842,085) - (842,085) (1,822,531) (732,883) (2,555,414) 37,340 - 37,340 |
|---|---|
| 444,909 (347,612) 97,297 |
|
| 1,378,385 (1,300,643) 77,742 (665,062) (5,066) (670,128) (124,470) - (124,470) |
|
| 1,033,762 (1,653,321) (619,559) |
|
| 1,929,764 103,005 2,032,769 292,825 21,424 314,249 1,476,418 2,323 1,478,741 373,405 - 373,405 |
|
| 4,072,412 126,752 4,199,164 |
|
| 331,670 9,963 341,633 6,000 24,762 39,762 112,025 - 112,025 |
|
| 449,695 34,725 484,420 |
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
1. SEGMENT INFORMATION (continued)
| 30 June 2017 Income Expenses Income tax expense Operating loss Other significant items: Depreciation Amortisation of intangibles Net loss before tax Assets Cash and cash equivalents Trade and other receivables Plant & equipment Intangibles Liabilities Trade and other payables Provisions Deferred tax liability |
XTD Ltd $ Contact Light $ Total $ 3,009,712 365,142 3,374,854 (3,839,541) (1,174,558) (5,014,099) 37,340 - 37,340 |
|---|---|
| (792,489) (809,416) (1,601,905) |
|
| (846,345) (12,005) (858,350) (124,470) - (124,470) |
|
| (1,763,304) (821,421) (2,584,725) |
|
| 1,585,331 244,961 1,830,292 124,854 26,073 150,927 2,288,893 7,389 2,296,282 497,875 - 497,875 |
|
| 4,496,953 278,424 4,775,376 |
|
| 197,260 317,886 515,146 19,846 25,799 45,645 149,365 - 149,365 |
|
| 366,471 343,686 710,156 |
2. PLANT AND EQUIPMENT
| Plant and equipment Reconciliation: Balance at the beginning of the year Additions Provision for impairment Depreciation expense Balance at the end of the year |
30-Jun-18 $ 30-Jun-17 $ 1,478,741 2,296,282 |
|---|---|
| 1,478,741 2,296,282 |
|
| 2,296,282 2,850,447 87,708 304,185 (235,121) - (670,128) (858,350) |
|
| 1,478,741 2,296,282 |
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
3. INTANGIBLES
| Contract rights (a) At cost Accumulated amortisation |
30-Jun-18 $ 30-Jun-17 $ 871,285 871,285 (497,880) (373,410) |
|---|---|
| 373,405 497,875 |
(a) Business combination – Outdoor Digital Solutions Pty Ltd
On 2 January 2013, the Company acquired 100% of the issued capital of Outdoor Digital Solutions Pty Ltd. The consideration for the acquisition was made up of a $90,000 cash deposit and a $520,000 cash payment on settlement. Outdoor Digital Solutions owns the rights to each of the Melbourne and Queensland rail advertising contracts. The commencement date of the contract was 1 July 2014. A deferred tax liability of $261,385 was recognized in respect of this acquisition. The contract is being amortised on a straight line basis over the contract term (7 years).
4. RESERVES
| Share-based payments reserve Options premium reserve Foreign currency translation reserve Balance at the end of the year Share-based payments reserve Balance at the beginning of the year Expense related to performance shares issued 19 December 2014 Expiry of Tranche C performance shares Reversal of valuation of Tranche D performance shares to Retained Earnings Exercise of options in subsidiary Valuation of employee incentive optionsin subsidiary Balance at the end of the year |
30-Jun-18 $ 30-Jun-17 $ 1,019,524 2,278,387 212,774 212,774 (5,279) (3,920) |
|---|---|
| 1,227,019 2,487,241 |
|
| 30-Jun-18 $ 30-Jun-17 $ 2,278,387 1,412,879 739,172 865,508 (900,003) - (2,117,556) - (281,119) - 1,300,643 - |
|
| 1,019,524 2,278,387 |
Refer to note 5 for further details on the performance shares issued.
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
4. RESERVES (continued)
| Options premium reserve Balance at the beginning of the year Valuation of options issued 28 June 2018 Balance at the end of the year Refer to note 5 for further details on the options issued. Foreign currency translation reserve Balance at the beginning of the year Exchange difference arising on translation of foreign operations Balance at the end of the year |
30-Jun-18 $ 30-Jun-17 $ 212,774 - - 212,774 |
|---|---|
| 212,774 212,774 |
|
| 30-Jun-18 $ 30-Jun-17 $ (3,920) - (1,359) (3,920) |
|
| (5,279) (3,920) |
(a) Nature and Purposes of Reserves
(i) Share-based Payment and Options Premium Reserves
This reserve is used to record the value of equity benefits to employees, management personnel, chairman, non-executive directors and consultants as part of their remuneration. When the performance shares vest the amount recorded in the Share-based Payment Reserve relevant to those performance shares is transferred to share capital.
(ii) Foreign Currency Translation Reserve
The foreign currency translation reserve records exchange differences arising on translation of foreign controlled entities. The exchange differences arising are recognised in other comprehensive income as and accumulated within a separate reserve within equity. The cumulative amount is reclassified to the statement of profit or loss and other comprehensive income when the net investment is disposed of.
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
5. SHARE-BASED PAYMENTS
(a) Performance shares
As part of the Lunalite acquisition on 19 December 2014, XTD Ltd issued 28,500,076 performance shares to management personnel, the Chairman and a non-executive director. These performance shares were issued in four classes, each with different performance milestones. Each performance share will convert into 1 ordinary share of XTD Ltd upon achievement of the performance milestone.
The company has assessed each class as being probable of being achieved and have therefore recognised an expense over the expected vesting period. Class A and Class B Performance milestones was however achieved during the year. Accordingly, the full expense was recognised for 30 June 2016.
The details of each class are tabled below:
| Class | Number | Grant Date | Exercise Price |
Expiry Date of Milestone Achievements |
Underlying Share Price |
Total Fair Value |
|---|---|---|---|---|---|---|
| A | 4,500,013 | 19/12/14 | Nil | 19/12/16 | $0.20 | $900,003 |
| B | 4,500,013 | 19/12/14 | Nil | 19/12/16 | $0.20 | $900,003 |
| C | 4,500,013 | 19/12/14 | Nil | 19/12/17 | $0.20 | $900,003 |
| D | 15,000,037 | 19/12/14 | Nil | 19/12/19 | $0.20 | $3,000,007 |
Performance Milestones:
-
A. First revenue to Lunalite from Queensland Contract. This milestone expires two years from completion of the acquisition (19 December 2014). This condition was met during the 2015 financial year.
-
B. Security mobile application being developed and either being adopted by one rail operator, or achieving a minimum of 200,000 subscribers. This milestone expires two years from completion of the acquisition (19 December 2014). This condition was met during the 2016 financial year.
-
C. Lunalite generating total revenue of at least $5 million in any 12 month period. This milestone expires three years from completion of the acquisition (19 December 2014). This tranche expired in the current year.
-
D. Lunalite being awarded an offshore XTD contract of at least 40 screens and that contract being successfully installed and generating revenue to Lunalite. This milestone expires within five years from completion of the acquisition (19 December 2014).
The total expense arising from share based payment transactions recognised during the period in relation to the performance shares issued was $739,112 (2017: $865,508). During the year management reviewed the probability of the Tranche D performance shares converting to ordinary shares and determined it to be nil. Therefore all prior expenses recognised in relation to Tranche D performance shares have been reversed during the year. This resulted in a write back to the statement of profit or loss in the amount of $2,117,556.
Class D have yet to vest and are therefore not exercisable.
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
5. SHARE-BASED PAYMENTS (continued)
(b) Options – Brokers
There have been no options issued to current directors and executives as part of their remuneration.
5,000,000 listed options were issued during the prior year to Asenna Capital. The options have an exercise price of 22 cents each and expire on 28 June 2020. The option value was calculated using the Black-Scholes Model. The value of the options has been determined using the Black-Scholes Model as they were issued in accordance with an agreement rather than on receipt of a vendor invoice. The option reserve records items recognised on valuation of director, employee and contractor share options as well as share options issued during the course of a business combination.
There are no other options on issue at 30 June 2018.
The assessed fair values of the options were determined using a Black-Scholes option pricing model, taking into account the exercise price, term of option, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the option. The inputs to the model used were:
Dividend Yield - Expected volatility (%) 94 Risk-free interest rate (%) 1.5 Expected life of options (years) 3.0 Option exercise price 0.22 Share price at grant date 0.010 Value of option ($) 0.0425
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
(c) Incentive Options – Employees and Management
A subsidiary of the group, Contact Light Pty Ltd (Contact Light), issued incentive options in the current year to key management and consultants as part of their remuneration.
962,500 listed options were issued during the year to key management and consultants. The options have an exercise price of 0.1 cents each and expire on 30 June 2032. Each incentive option will convert into 1 ordinary share of Contact Light Pty Ltd upon exercise of the options The company has assessed applicable milestones associated with the options as having been achieved during the period and have therefore immediately recognised the full expense on grant. The option value was calculated using the Black-Scholes Model. The value of the options has been determined using the Black-Scholes Model as they were issued in accordance with an agreement rather than on receipt of a vendor invoice. The option reserve records items recognised on valuation of director, employee and contractor share options as well as share options issued during the course of a business combination.
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
5. SHARE-BASED PAYMENTS (continued)
(c) Incentive Options – Employees and management (continued)
Other options were issued totalling 242,500 of which 132,500 were forfeited and the directors believe the probability of the balance crystallising to shares is nil and accordingly have not assigned a value.
There are no other options on issue at 30 June 2018.
The assessed fair values of the options were determined using a Black-Scholes option pricing model, taking into account the exercise price, term of option, the share price at grant date and expected price volatility of the underlying share, expected dividend yield and the risk-free interest rate for the term of the option. The inputs to the model used were:
Dividend Yield - Expected volatility (%) 80 Risk-free interest rate (%) 2.0 Expected life of options (years) 15.0 Option exercise price 0.001 Share price at grant date 1.500 Value of option ($) 1.4993
The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
The value recognised in the statement of profit or loss amounted to $1,300,643.
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
6. NON-CONTROLLING INTERESTS
| Balance at the beginning of the year Interest in: Fair value of net liabilities acquired by the minority Share of the loss for the current period Balance at the end of the year |
30-Jun-18 30-Jun-17 $ $ (895,459) (453,653) (8,667) (45,252) (919,665) (396,554) |
|---|---|
| (1,823,791) (895,459) |
During the year there were 3 acquisitions by non-controlling interests of shares in a subsidiary Contact Light which raised $342,178. The acquisitions included the exercise of Contact Light options for which a share based payment expense was transferred to issued share capital of $281,119. As a result, XTD’s ownership of Contact Light has been diluted to 44.13% at reporting date. The non-controlling interest’s share of the net operating loss of Contact Light Pty Ltd between 1 July 2016 and 30 June 2018 is $919,655. The fair value of net liabilities acquired by the minority in 2018 totals $8,667 and the excess paid by the minority for the issued shares totalling $637,969 (including the share based payment transfer of $281,119). has been transferred to accumulated losses attributable to the owners of XTD Ltd.
The net assets of Contact light at 30 June 2018 amounted to $89,246 (2017: $65,262). The total comprehensive loss for the year is $1,653,321 (2017: $821,421).
7. EARNINGS PER SHARE
Basic loss per share
The calculation of basic profit/(loss) per share at 30 June 2018 was based on the profit attributable to ordinary shareholders of $300,106 and a weighted average number of ordinary shares outstanding during the year ended 30 June 2018 of 129,555,739 calculated as follows:
| 30-Jun-18 | 30-Jun-17 | |
|---|---|---|
| $ | $ | |
| Loss attributable to ordinary shareholders | 300,106 | (2,188,171) |
| Weighted average number of ordinary shares | 129,555,739 | 129,555,739 |
| Basic loss per share (cents per share) | 0.2 | (1.7) |
Diluted loss per share
Potential ordinary shares are not considered dilutive, thus diluted loss per share is the same as basic loss per share.
XTD LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2018
8. EVENTS OCCURRING AFTER THE REPORTING PERIOD
Subsequent to the Period on 30 July 2018, XTD provided an update on its proposed share acquisition of the 63% interest that it currently does not own in technology company Contact Light Pty Ltd. Since the Company’s previous update the implications of the recent M&A activity in Out-of-Home ( OOH ) sector have become more apparent. In particular, they have directly impacted Contact Light’s negotiations to monetise its proprietary data products before the M&A wave, and these conversations are now being restructured to take advantage of the significant market consolidation, whilst the ACCC reviews these deals. Contact Light aimed to have finalised contracts with key players involved in the M&A before the proposed XTD shareholder vote on the CL acquisition. This delay directly impacted the CL Acquisition and the XTD Board resolved to indefinitely delay the proposed purchase of CL.
No other matter or circumstance has arisen since 30 June 2018 that has significantly affected, or may significantly affect:
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(i) the Group’s operations in future financial years, or
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(ii) the results of those operations in future financial years, or the Group’s state of affairs in future financial years.