UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report: ______
Commission
File Number:
(Exact name of Registrant as specified in its charter)
| Not applicable | ||
| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
Locafy Limited
+61 409 999 339
(Address of principal executive offices)
Locafy Limited
Tel:
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| The Capital Market | ||||
| The Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the shell company report:
On June 30, 2023, the issuer had ordinary shares, no par value per share, outstanding.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Emerging growth company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP | ☐ | Other | ☐ | ||
| by the International Accounting Standards Board | ☒ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐
TABLE OF CONTENTS1
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BASIS OF PRESENTATION
Except as otherwise indicated, references in this Annual Report on Form 20-F (“Annual Report”) to “Locafy,” the “Company,” the “Group,” “we,” “us” and “our” refer to Locafy Limited, a company incorporated under the laws of Australia, and its directly owned subsidiary on a consolidated basis.
We express all amounts in this Annual Report in U.S. dollars, except where otherwise indicated. References to “$” and “US$” are to U.S. dollars and references to “A$” are to Australian dollars. Except as otherwise noted, conversions from Australian dollars into U.S. Dollars were made at the rate of A$1.0000 to US$0.6630, which was the daily exchange rate published by the Reserve Bank of Australia on June 30, 2023.
We have made rounding adjustments to some of the figures included in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
On December 7, 2022, our shareholders approved, at a general meeting of shareholders, a 1-for-20 reverse share split (the “Reverse Share Split”) of our outstanding ordinary shares and warrants (the “IPO Warrants”) issued in connection with our initial public offering in the United States, effective as of 11:00 a.m. (Australia time). Except as otherwise indicated, all share and per share information in this Annual Report gives effect to the Reverse Share Split.
PRESENTATION OF FINANCIAL INFORMATION
We report under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We present our financial statements in Australian dollars.
The consolidated financial statements and accompanying notes thereto presented in this Annual Report have been audited by Grant Thornton Audit Pty Ltd, our independent registered public accounting firm.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors”, “Operating and Financial Review and Prospects”, “Business Overview” and “Business”. Forward-looking statements can often be identified by the use of terminology such as “subject to”, “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “project,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and similar expressions, or by discussions of strategy. Forward-looking statements are any statements that look to future events and include, but are not limited to, statements regarding our business strategy; trends, opportunities and risks affecting our business, industry and financial results; future expansion or growth plans and potential for future growth; our ability to attract new clients to purchase our solution; our strategy of expanding our business through strategic acquisitions and to integrate such acquisitions with our business and personnel; our ability to retain customer base and induce them to license additional products; our ability to accurately forecast future revenues and appropriately plan our expenses; market acceptance of our solutions; our expectations regarding implementation of remedial measures; our expectations regarding future revenues generated by our solutions; our ability to attract and retain qualified employees and key personnel; and the impact of the novel coronavirus (COVID-19) endemic and its ongoing effects on our business, results of operations, cash flows, financial condition and liquidity.
Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
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| ● | our expenses, future revenues, capital requirements and our needs for financing; | |
| ● | our ability to successfully commercialize, develop, market or sell new products or adopt new technology platforms; | |
| ● | the possibility that our customers may not renew maintenance agreements or purchase additional professional services; | |
| ● | our ability to attract and retain qualified personnel; | |
| ● | our ability to adequately manage our growth; | |
| ● | our ability to maintain good relations with our partners; | |
| ● | our reliance on relationships with third parties; | |
| ● | our ability to adequately protect our intellectual property and proprietary rights; | |
| ● | our ability to regain and maintain compliance with continued listing requirements of The Nasdaq Capital Market’s (“Nasdaq”); | |
| ● | our ability to compete effectively; | |
| ● | the availability of suitable acquisition targets; | |
| ● | our ability to maintain effective internal controls; and | |
| ● | the other factors set forth under the heading “Risk Factors” of this Annual Report. |
The forward-looking statements contained in this Annual Report are based on current expectations, assumptions, and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been assumed or anticipated. These forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. The forward-looking statements contained in this Annual Report represent our expectations as of the date of this Annual Report (or as the date they are otherwise stated to be made) and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
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PART I
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
A. Directors and Senior Management
Not applicable.
B. Advisers
Not applicable.
C. Auditors
Not applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
| ITEM 3. | KEY INFORMATION |
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
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D. Risk Factors
RISK FACTOR SUMMARY
Investing in our securities is speculative and involves substantial risk. You should carefully consider all of the information in this Annual Report prior to investing in our securities. There are numerous risk factors related to our business that are described under “Risk Factors” on page 8 and elsewhere in this Annual Report. These risks could materially and adversely impact our business, results of operations, financial condition and future prospects, which could cause the trading price of our ordinary shares to decline and could result in a loss of your investment. Among these important risks are the following:
| ● | Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. |
| ● | The market and technology space in which we participate are competitive, new, and rapidly changing, and if we do not compete effectively, introduce new features or products successfully, make enhancements to our existing products and services, or if our products and services do not perform as well as our competitors’, then our business, results of operations, and financial condition could be harmed. | |
| ● | We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our user base, which could materially and adversely affect our business, financial condition and results of operations. | |
| ● | If we fail to manage our growth effectively, we may be unable to execute our business plan or maintain high levels of service and customer satisfaction. | |
| ● | We will face additional risks as we offer new products and services, transact with a broader array of clients and counterparties, and expose ourselves to new geographical markets. | |
| ● | Real or perceived errors, failures, vulnerabilities, or bugs in our technology could harm our business, results of operations, financial condition, and our reputation could be harmed. | |
| ● | If there are interruptions or performance problems associated with the technology or infrastructure used to operate our technology, customers may experience service outages, other organizations may be reluctant to use our technology, and our reputation could be harmed. | |
| ● | We face cybersecurity risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data. | |
| ● | If we are unable to attract new users and organizations, our revenue growth and profitability will be harmed. | |
| ● | Any inability to deal with and manage our development and growth could have a material adverse effect on our business, operations, financial performance and prospects. | |
| ● | If we are not able to maintain and enhance our brand and increase market awareness of our company and products, our business, results of operations and financial condition may be adversely affected. | |
| ● | We cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit. | |
| ● | We have been reliant on government subsidies and research and development grants in the past and we cannot ensure that our existing capital will be sufficient to meet our capital requirements. |
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| ● | Compliance with the rapidly evolving landscape of global data privacy and security laws may be challenging, and any failure or perceived failure to comply with such laws, or other concerns about our practices or policies with respect to the processing of personal data, could damage our reputation and deter current and potential customers and end users from using our platform and products and services or subject us to significant compliance costs or penalties, which could materially and adversely affect our business, financial condition and results of operations. | |
| ● | We rely on key personnel and employees with the technical know-how to lead and operate our businesses. |
| ● | If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights. | |
| ● | Our results of operations may be harmed if we are subject to a protracted infringement claim, a claim that results in a significant damage award, a third-party infringement claim, or a claim that results in an injunction. | |
| ● | We may need additional capital, and financing may not be available on terms acceptable to us, or at all. | |
| ● | The COVID-19 endemic and its continuing effects have significantly impacted the global economy and markets and may continue to do so, which could adversely affect our business, financial condition and the trading price of our securities. | |
| ● | As a company primarily based outside of the United States, our business is subject to economic, political, regulatory and other risks associated with international operations. | |
| ● | The requirements of being a U.S. public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members. | |
| ● | We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders. | |
| ● | We may lose our “foreign private issuer” status in the future, which could result in additional costs and expenses to us. | |
| ● | We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our ordinary shares less attractive to investors. | |
| ● | If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares. | |
| ● | Substantial future sales of our ordinary shares, or the perception that these sales could occur, may cause the price of our ordinary shares to drop significantly, even if our business is performing well. | |
| ● | We do not anticipate paying cash dividends and, accordingly, shareholders must rely on share appreciation for any return on their investment. | |
| ● | Our failure to meet the continued listing requirements Nasdaq could result in a delisting of our securities. | |
| ● | We are governed by the corporate laws of Australia, which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control. | |
| ● | U.S. civil liabilities may not be enforceable against us, our directors, our officers or certain experts named in this Annual Report. |
As a result of these risks and other risks described under “Risk Factors,” there is no guarantee that we will experience growth or profitability in the future.
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RISK FACTORS
You should consider carefully the following risk factors, as well as the other information in this Annual Report, including our financial statements and notes thereto. If any of the following risks were to actually occur, our business, financial conditions, results of operations and prospects could be materially adversely affected and the value of our securities could decline. The risks and uncertainties described below in this Annual Report for the year ended June 30, 2023, are not the only risks facing us. We may face additional risks and uncertainties not currently known to us or that we currently deem to be immaterial. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of a number of factors, including the risks described below. See “Cautionary Note Regarding Forward-Looking Statements.”
Risks Relating to our Business and Industry
Our recent growth may not be indicative of our future growth, and we may not be able to sustain our revenue growth rate in the future. Our growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
We have experienced growth since the inception of our operations. Our revenue increased by 27.3% from year- end 2022 to year-end 2023. However, you should not rely on the revenue growth of any prior quarterly or annual period as an indication of our future performance. We cannot assure you that we will be able manage our growth at the same rate as we did in the past, or avoid any decline in the future. To maintain our growth, we need to attract more customers, scale up our business and continue to improve our technology, among other things. Moreover, our current and planned staffing, systems, policies, procedures and controls may not be adequate to support our future operations. To effectively manage the expected growth of our operations and personnel, we will also be required to refine our operational, financial and management controls and reporting systems and procedures. If we fail to efficiently manage the expansion of our business, our costs and expenses may increase faster than we planned and we may not successfully attract a sufficient number of customers and end users in a cost-effective manner, respond timely to competitive challenges, or otherwise execute our business strategies. Our growth requires significant financial resources and will continue to place significant demands on our management. There is no guarantee that we will be able to effectively manage any future growth in an efficient, cost-effective and timely manner, or at all. Our past growth is not necessarily indicative of results that we may achieve in the future. If we fail to effectively manage the growth of our business and operations, our reputation, results of operations and overall business and prospects could be negatively impacted.
The market and technology space in which we participate are competitive, new, and rapidly changing, and if we do not compete effectively, introduce new features or products successfully, make enhancements to our existing products and services, or if our products and services do not perform as well as our competitors’, then our business, results of operations, and financial condition could be harmed.
Our market is subject to rapidly evolving products and technological change, and our future success depends on our technology. Products, services and technologies developed by others may render our products, services or technology obsolete or non-competitive. To attract new customers and end users and keep our existing ones engaged, we must introduce new products and services and upgrade our existing offerings to meet their evolving preferences. It is difficult to predict the preferences of a particular customer or a specific group of customers. Changes and upgrades to our existing products may not be well received by our customers and end users, and newly introduced products or services may not achieve success as expected. Moreover, the functionality, reliability or security of our technology or our ability to adequately maintain, develop, update or enhance our technology each depends on numerous factors, many of which are beyond our control, and any failure in respect of any of the foregoing may cause the level of usage and customer satisfaction to decline. This may result in reduced sales, loss of customers, damage to reputation, an inability to attract new clients and potential claims for breach of contract or other litigation.
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Our future revenue and growth also depends on our ability to develop enhancements, new features and products, and services that utilize our technology. Enhancements, new features and products, and services that we develop may not be introduced in a timely or cost-effective manner, may contain errors or defects, may have interoperability difficulties with our platform or other products and services or may not achieve the broad market acceptance necessary to generate significant revenue. The failure to successfully develop enhancements, services, features, products or other new solutions may materially adversely impact our future operations and financial performance, competitive position and business prospects.
Additionally, the market for generative artificial intelligence (“AI”), including “chatbots”, machine learning, and generative AI workloads is an intensely competitive and rapidly evolving market, and our future financial performance may depend on our ability to adapt to, and capture new spending, in this market. If more consumers utilize AI and AI-related technology to search for online content, or if we do not successfully integrate AI with our solutions and products or integrate AI with our solutions as rapidly or effectively as other competitors within our industry, search traffic volumes through traditional search engines may decline, and our solutions and products may not compete as effectively with AI or other available solutions, which may in turn have a negative impact on our business and financial condition.
We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our user base, which could materially and adversely affect our business, financial condition and results of operations.
Our business depends, in part, on services provided by, and relationships with, various third parties. For example, we rely on contracts with third-party suppliers such as Cloudflare, Inc. (“Cloudfare”), which provides cloud hosting services. If these contracts and services are terminated or suffer a disruption in the future and we are not able to replace or accommodate for those events in a timely and cost-effective manner, our operations and financial performance, competitive position and business prospects may be adversely impacted.
We are faced with uncertainties related to our research and development.
Our products and services are the subject of continuous research and development and must be continually and substantially developed in order to gain and maintain competitive and technological advantage, and in order to meaningfully improve the usability, scalability and accuracy of our products and services. There are no guarantees that we will be able to undertake such research and development successfully or cost effectively. Failure to successfully undertake such research and development, anticipate technical problems, or estimate research and development costs or timeframes accurately may adversely affect our results and viability.
We may be unable to execute our business plans or maintain high levels of service and customer satisfaction, which may adversely affect our business, operating results or financial condition.
To continue to grow our business, it is important that existing customers renew their subscriptions when existing contracts expire and that we expand our relationships with existing customers. Customers have no obligation to renew their subscriptions and may decide not to renew their subscriptions with a similar contract period, at the same prices and terms, or at all. In the past, some of our customers have elected not to continue to use our services. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality technical support, could adversely affect client retention, our reputation, our ability to sell our applications to existing and prospective clients, and, as a result, our business, operating results or financial condition. Our ability to retain customers and expand deployments with them may decline or fluctuate as a result of a number of factors, including customer satisfaction, functionality, reliability, customer support, prices, competitor prices, customer experience, new feature releases and overall performance of our technology.
Further, our solutions are inherently complex and may in the future contain, or develop, undetected defects or errors. Any defects in our platform could adversely affect our reputation, impair our ability to sell our applications in the future and result in significant costs to us. The costs incurred in correcting any platform defects may be substantial and could adversely affect our business, operating results or financial condition.
Our growth strategy is largely dependent upon increasing the number of customers that use our technology. As we seek to increase our sales, we may face upfront sales costs and longer sales cycles, higher customer acquisition costs, more complex customer requirements and volume discount requirements. We may also be required to enter into customized contractual arrangements with certain customers, particularly large enterprises, pursuant to which we are required to offer more favorable pricing terms in exchange for larger total contract values that accompany large deployments. As we continue to expand our sales efforts, we will need to continue to increase investment in sales and marketing. There is no assurance that such investments will succeed and contribute to additional customer acquisition, and in turn result in revenue growth.
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There can be no assurance that we will successfully commercialize our technology or our products and services or that existing product markets will continue to grow or that new markets will develop. If we are unable to increase sales to customers, our business, financial condition, operations and overall financial performance may suffer.
We will face additional risks as we offer new products and services, transact with a broader array of clients and counterparties, and expose ourselves to new geographical markets.
We are committed to providing new products and services in order to strengthen our market position in the industries that we operate in. We expect to expand our product and service offerings as permitted by relevant regulatory authorities, transact with new clients not in our traditional client base, and enter into new markets. If we are unable to achieve the expected results with respect to our offering of new products and services, our new client base, and in new geographical markets, our business, financial condition, and results of operations could be materially and adversely affected.
We may not be able to successfully identify, consummate or integrate acquisitions, and acquisitions may adversely affect our financial leverage.
Part of our business strategy may, from time to time, include pursuing synergistic acquisitions. We have expanded, and plan to continue to expand, our business by making strategic acquisitions and regularly seeking suitable acquisition targets to enhance our growth. In September 2022 and June 2023, we acquired technology assets from Jimmy Kelley Digital, a marketing firm headquartered in Austin, Texas. We may fund such acquisitions using cash on hand or accessing the capital markets. To the extent we finance such acquisitions with debt, the incurrence of such debt may result in a significant increase in our interest expense and financial leverage.
Further, the pursuit of acquisitions may pose certain risks to us. We may not be able to identify acquisition candidates that fit our criteria for growth and profitability. Even if we are able to identify such candidates, we may not be able to acquire them on terms or financing satisfactory to us. We will incur expenses and dedicate attention and resources associated with the review of acquisition opportunities, whether or not we consummate such acquisitions.
Additionally, even if we are able to acquire suitable targets on agreeable terms, we may not be able to successfully integrate their operations with ours. Achieving the anticipated benefits of any acquisition will depend in significant part upon whether we integrate such acquired businesses and personnel, as the case may be, in an efficient and effective manner. We may not be able to achieve the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all. For example, elimination of duplicative costs may not be fully achieved or may take longer than anticipated. The benefits from any acquisition may be offset by the costs incurred in integrating the businesses and operations. We may also assume liabilities in connection with acquisitions to which we would not otherwise be exposed. An inability to realize any or all of the anticipated synergies or other benefits of an acquisition as well as any delays that may be encountered in the integration process, which may delay the timing of such synergies or other benefits, could have an adverse effect on our business, results of operations and financial condition.
Real or perceived errors, failures, vulnerabilities, or bugs in our technology could harm our business, results of operations, financial condition, and our reputation could be harmed.
We will need to ensure that our technology continues to be developed, updated and enhanced to add new features. The success of any enhancement or new feature depends on several factors, including our understanding of market demand, timely execution, successful introduction or integration and market acceptance. We may not successfully develop new content and features or enhance our technology to meet customer needs or demands. In addition, new content and features or enhancements may not achieve adequate acceptance in the market.
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Errors, failures, vulnerabilities or bugs may occur in our technology, particularly when updates are deployed or new features or enhancements are rolled out. In addition, utilization of our technology in complicated, large-scale customer environments may expose errors, failures, vulnerabilities or bugs. Any such errors, failures, vulnerabilities or bugs may not be identified until after updates are deployed or new features or enhancements are rolled out. As a provider of technology solutions, our brand and reputation are particularly sensitive to such errors, failures, vulnerabilities or bugs given that our customers’ proprietary information will be available through the technology. Any unauthorized access to customers’ proprietary information by third parties or loss in customer data could expose us to significant liability.
Real or perceived errors, failures, vulnerabilities or bugs in our technology could result in negative publicity, loss of competitive position, loss of customer data, loss of or delay in market acceptance or claims for losses suffered or incurred by customers, all of which could adversely impact our business and our future operations and financial performance, competitive position and business prospects.
If there are interruptions or performance problems associated with the technology or infrastructure used to operate our technology, customers may experience service outages, other organizations may be reluctant to use our technology, and our reputation could be harmed.
Our technology is hosted through data centers provided by Cloudflare, a provider of cloud infrastructure services. Our operations therefore depend on the virtual cloud infrastructure hosted by Cloudflare as well as the information stored in these virtual data centers and which third-party Internet service providers transmit. Any incident affecting Cloudflare’s infrastructure could negatively affect the availability, functionality or reliability of our technology. A prolonged Cloudflare service disruption affecting our technology, or Cloudflare no longer being willing to offer its cloud infrastructure services, for example, could damage our reputation, expose us to liability, cause us to lose customers or otherwise adversely impact our business.
While our agreement with Cloudflare is ongoing for an indefinite term and may be terminated by us for any reason upon the delivery of adequate notice, or by either party if the other party is in material breach of the agreement and such agreement remains uncured for a period of 30 days, Cloudflare may also terminate our agreement at its sole discretion at any time, with or without notice for any reason or no reason at all. Cloudflare may also change or discontinue any of its virtual cloud infrastructure services from time to time, temporarily suspend our right to access or use any portion of the virtual cloud infrastructure, and may modify our agreement at any time upon requisite notice to us. While alternative cloud infrastructure services are available, we may incur significant costs and delays if we are required to transition to a new service provider, and alternative cloud infrastructure providers may provide services on terms less favorable to those offered by Cloudflare.
We face cybersecurity risks that could result in damage to our reputation and/or subject us to fines, payment of damages, lawsuits and restrictions on our use of data.
Our information systems and data, including those we maintain with our third-party service providers, may be subject to cybersecurity breaches in the future. Computer programmers and hackers may be able to penetrate our network security and misappropriate, copy or pirate our confidential information or that of third parties, create system disruptions or cause interruptions or shutdowns of our internal systems and services. Our technology may become subject to denial-of-service attacks, where a website is bombarded with information requests eventually causing the website to overload, resulting in a delay or disruption of service. Computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products or otherwise exploit any security vulnerabilities of our products. Certain of our employees have access to sensitive information about our clients’ employees. While we conduct background checks of our employees and limit access to systems and data, it is possible that one or more of these individuals may circumvent these controls, resulting in a security breach.
There is also a growing trend of advanced persistent threats being launched by organized and coordinated groups against corporate networks to breach security for malicious purposes.
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The techniques used to obtain unauthorized, improper, or illegal access to our systems, our data or customers’ data, disable or degrade service, or sabotage systems are constantly evolving and have become increasingly complex and sophisticated, may be difficult to detect quickly, and often are not recognized or detected until after they have been launched. Although we have developed systems and processes designed to protect our data and customer data and to prevent data loss and other security breaches and expect to continue to expend significant resources to bolster these protections, there can be no assurance that these security measures will provide absolute security. Any actual or perceived breach of our security could damage our reputation, cause existing clients to discontinue the use of our solution, prevent us from attracting new clients, or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, any of which could adversely affect our business, operating results or financial condition.
Disruptions in the availability of our technology, through cyber-attacks or otherwise, could damage our computer or telecommunications systems, impact our ability to service our customers, adversely affect our operations and the results of operations, and have an adverse effect on our reputation. The costs to us to eliminate or alleviate security problems, bugs, viruses, worms, malicious software programs and security vulnerabilities could be significant, and the efforts to address these problems could result in interruptions, delays, cessation of service and loss of existing or potential customers and may impede our sales, distribution and other critical functions. We may also be subject regulatory penalties and litigation by customers and other parties whose information has been compromised, all of which could have a material adverse effect on our business, results of operations and cash flows.
If we are unable to attract new users and organizations, our revenue growth and profitability will be harmed.
Our ability to broaden our customer base and achieve broader market acceptance of our technology will depend to a significant extent on the ability of our sales and marketing team to drive our sales pipeline and cultivate relationships to drive revenue growth.
We have invested in, and plan to continue, expanding our sales and marketing activities. Identifying, recruiting, and training sales personnel will require significant time, expense, and attention. We also plan to dedicate significant resources to sales and marketing programs. If we are unable to hire, develop, and retain talented sales or marketing personnel, if our new sales or marketing personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective, our ability to broaden our customer base and achieve broader market acceptance of our technology could be harmed. In addition, the investments we make in our sales and marketing team will occur in advance of experiencing benefits from such investments, making it difficult to determine in a timely manner if we are efficiently allocating resources in these areas.
If we fail to offer a high-quality customer experience, our business and reputation will suffer.
Our business model is based on recurring revenue arising from customers. A poor user experience may not necessarily be anticipated but may affect the growth of customer numbers and repeat purchases or ongoing contracts for the use of our software services. Factors that may contribute to poor customer experience include:
| ● | ease of setting up and commencing use of the products offered; | |
| ● | simplicity, functionality and reliability of customer usage; and | |
| ● | quality of services provided. |
Poor user experiences may result in a decline in the level of usage of our products, the loss of customers, adverse publicity, litigation and regulatory investigations. If any of these occur, it may adversely impact our operations and financial performance, position and prospects.
Any inability to deal with and manage our development and growth could have a material adverse effect on our business, operations, financial performance and business prospects.
Achievement of our objectives will largely depend on the ability of the board of directors and management to successfully implement our development and growth strategy. However, there can be no assurance that our board of directors and management will successfully implement our development and growth strategy. Failure by our board of directors and management to properly implement and manage the strategic direction of the Company and our business would adversely affect our financial performance.
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As we target rapid sales growth, this may bring challenges in recruiting sufficient qualified personnel to manage growth and maintain the desired quality of service and support. If any of the foregoing inabilities or challenges occurs, our business may be adversely impacted.
Failure to set optimal prices for our products could adversely impact our business, results of operations and financial condition.
We derive substantially all of our revenue from license subscription fees earned from customers using our technology as well as from advertising fees earned from customers publishing their content on our digital property network. We also offer tiered, volume-based discounts to our largest customers and in some cases, customers are contracted to some level of minimum revenue commitment. If competitors introduce new products or services at prices that are more competitive than ours for similar products and services, we may be unable to attract new customers or retain existing customers based on our historical pricing. Further, as we expand internationally, we also must determine the appropriate price to enable us to compete effectively internationally. As a result, in the future we may be required or choose to reduce our prices or change our pricing model, which could adversely affect our business, results of operations and financial condition.
We cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit.
We have developed a diversified revenue model and plan to explore additional opportunities to monetize our customer base and technology by, for example, promoting additional value-added services to end users to generate more subscription fees. If these efforts fail to achieve our anticipated results, we may not be able to increase or maintain our revenue growth. Specifically, in order to increase the number of our customers and end users and their levels of spending, we will need to address a number of challenges, including providing consistent quality products and services; continuing to innovate and stay ahead of our competitors; and improving the effectiveness and efficiency of our sales and marketing efforts. If we fail to address any of these challenges, we may not be successful in increasing the number of our customers and end users and their expenditures with us, which could have a material adverse impact on our business, financial condition and results of operations.
We have been reliant on government subsidies and research and development grants in the past and we cannot ensure that our existing capital will be sufficient to meet our capital requirements.
To date, a substantial but declining portion of our operations have been funded through government subsidies and research and development grants. Such subsidies and grants accounted for 8.9% and 14.5% of the sum of our revenue and other income (referred to herein as “total income”) for the years ended June 30, 2023 and June 30, 2022, respectively. We expect to generate revenues primarily through license subscription fees from our customer-base and through the acquisition of additional online directories and databases to grow the number of business profiles within our network and hence the opportunity to generate increased advertising revenues.
We believe that our existing capital and other sources of liquidity will be sufficient to meet our capital requirements, however, the adequacy of our available funds to meet our operating and capital requirements will depend on many factors, including our ability to achieve revenue growth and maintain favorable operating margins; the cost, progress and results of our future research and product development; the effect of competing technological and market developments; and costs incurred in enforcing and defending certain of the patents and other intellectual property rights upon which our technologies are based, to the extent such rights are challenged.
We cannot be certain that in the future alternative financing sources, including previously received government subsidies and research and development grants, will be available to us at such times or in the amounts we need or whether we can negotiate commercially reasonable terms or at all, or that our actual cash requirements will not be greater than anticipated. If we are unable to obtain future financing through the methods we described above or through other means, our business may be materially impaired and we may be unable to complete our business objectives and may be required to cease operations, curtail one or more product development or commercialization programs, significantly reduce expenses, sell assets, seek a merger or joint venture partner, file for protection from creditors or liquidate all our assets. Additionally, though we have engaged qualified external consultants to assist us with the preparation of our grant applications, our government subsidies remain subject to review and potential audits, and we may be required to repay all or portion of the grant with penalties, as applicable, if we are deemed ineligible for such subsidies following such audits.
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If we are not able to maintain and enhance our brand and increase market awareness of our company and products, our business, results of operations and financial condition may be adversely affected.
We believe that maintaining and enhancing the “Locafy” brand identity and increasing market awareness of our company and products, is critical to achieving widespread acceptance of our platform, to strengthen our relationships with our existing customers and to our ability to attract new customers. The successful promotion of our brand will depend largely on our continued marketing efforts, our ability to continue to offer high quality products, and our ability to successfully differentiate our products and platform from competing products and services. Our brand promotion activities may not be successful or yield increased revenue.
Negative publicity about us, our products or our platform could materially and adversely impact our ability to attract and retain customers, our business, results of operations and financial condition.
The promotion of our brand also requires us to make substantial expenditures, and we anticipate that these expenditures will increase as our market becomes more competitive and as we expand into new markets. To the extent that these activities increase revenue, this revenue may not be enough to offset the increased expenses we incurred. If we do not successfully maintain and enhance our brand, our business may not grow, our pricing power may be reduced relative to our competitors and we may lose customers, all of which would adversely affect our business, results of operations and financial condition.
Compliance with the rapidly evolving landscape of global data privacy and security laws may be challenging, and any failure or perceived failure to comply with such laws, or other concerns about our practices or policies with respect to the processing of personal data, could damage our reputation and deter current and potential customers and end users from using our platform and products and services or subject us to significant compliance costs or penalties, which could materially and adversely affect our business, financial condition and results of operations.
Failure to comply with the increasing number of data protection laws in the jurisdictions in which we operate, as well as concerns about our practices with regard to the collection, use, storage, retention, transfer, disclosure, and other processing of personal data, the security of personal data, or other privacy-related matters, such as cybersecurity breaches, misuse of personal data and data sharing without necessary safeguards, including concerns from our customers, employees and third parties with whom we conduct business, even if unfounded, could damage our reputation and operating results. As we seek to expand our business, we are, and may increasingly become, subject to various laws, regulations and standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. The regulatory and legal frameworks regarding data privacy and security issues in many jurisdictions are constantly evolving and developing and can be subject to significant changes from time to time, including in ways that may result in conflicting requirements among various jurisdictions. Interpretation and implementation standards and enforcement practices are similarly in a state of flux and are likely to remain uncertain for the foreseeable future. As a result, we may not be able to comprehensively assess the scope and extent of our compliance responsibility at a global level and we may fail to fully comply with the applicable data privacy and security laws, regulations and standards. Moreover, these laws, regulations and standards may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material and adverse impact on our business, financial condition and results of operations.
In certain jurisdictions in which we operate, stringent, extra-territorial data protection laws exist which increase our compliance burden and the risk of scrutiny. For example, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), which applies to the collection, use, storage, retention, transfer, disclosure, and other processing of personal data obtained from individuals located in the European Union (“EU”) and in the United Kingdom (“UK”) or by businesses operating within the EU or the UK, became effective on May 25, 2018 and has resulted, and will continue to result, in significantly greater compliance burdens and costs for companies with customers, end users, or operations in the EU. The GDPR, which in post-Brexit UK is known as the “UK GDPR,” places stringent obligations and operational requirements on us as both a processor and controller of personal data and could make it more difficult or more costly for us to use and share personal data. Under the GDPR, data protection supervisory authorities are given various enforcement powers, including levying fines of up to 20 million Euros or up to 4% of an organization’s annual worldwide turnover, whichever is greater, for the preceding financial year, for non-compliance. Data subjects also have the right to be compensated for damages suffered as a result of a controller or processor’s non-compliance with the GDPR. While the GDPR provides a more harmonized approach to data protection regulation across the EU member states and the UK, it also gives EU member states and the UK certain areas of discretion and therefore laws and regulations in relation to certain data processing activities may differ on a member state by member state basis, which could further limit our ability to use and share personal data and could require localized changes to our operating model. In addition to the GDPR, the EU also has released a proposed Regulation on Privacy and Electronic Communications, or the ePrivacy Regulation, to replace the EU’s current Privacy and Electronic Communications Directive, or the ePrivacy Directive, to, among other things, better align EU member states and the rules governing online tracking technologies and electronic communications, such as unsolicited marketing and cookies, with the requirements of the GDPR. While the ePrivacy Regulation was originally intended to be adopted on May 25, 2018 (alongside the GDPR), it is currently going through the European legislative process, and commentators now expect it to be adopted after 2024. The current draft of the ePrivacy Regulation significantly increases fining powers to the same levels as GDPR and may require us to change our operational model and incur additional compliance expenses. Additional time and effort may need to be spent addressing the new requirements in the potential ePrivacy Regulation as compared to the GDPR.
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Under the GDPR, restrictions are placed on transfers of personal data outside of the European Economic Area and the UK to countries which have not been deemed “adequate” by the European Commission (including the United States). As a global business, with customers and end users worldwide, we are susceptible to any changes in legal requirements affecting international data flows. On July 10, 2023, the European Commission adopted its adequacy decision for the new EU-US Data Privacy Framework following the invalidation of its predecessor, the EU-US Privacy Shield. This decision re-established a previously popular mechanism to legitimize cross-border transfers of personal data between the EU and the U.S. The new Data Privacy Framework was immediately challenged in the EU courts, just as Privacy Shield was, and it is unclear whether the new Framework will survive judicial review. While the invalidation of Privacy Shield did not invalidate the use of standard contractual clauses, a second mechanism for making lawful cross-border transfers, the decision has called the validity of standard contractual clauses into question under certain circumstances. In response, the European Data Protection Board and the UK Information Commissioner’s Office recently published new versions of the standard contractual clauses that purport to address the CJEU’s decision. Taken together, these recent legal developments have made the legality of transferring personal data from the EU to the U.S. or various other jurisdictions outside of the EU more uncertain. Due to this evolving regulatory guidance, we may need to invest in additional technical, legal and organization safeguards in the future to avoid disruptions to data flows within our business and to and from our customers and service providers. Furthermore, this uncertainty, and its eventual resolution, may increase our costs of compliance, impede our ability to transfer data and conduct our business, and harm our business or results of operations.
Outside of the EU and UK, many jurisdictions have adopted or are adopting new data privacy and security laws, which may result in additional expenses to us and increase the risk of non-compliance. For example, in the United States, various federal and state regulators, including governmental agencies like the Federal Trade Commission, have adopted, or are considering adopting, laws and regulations concerning personal data and data security. This patchwork of legislation and regulation may give rise to conflicts or differing views of personal privacy rights. For example, certain state laws may be more stringent or broader in scope, or offer greater individual rights, with respect to personal data than federal, international or other state laws, and such laws may differ from each other, all of which may complicate compliance efforts. One such comprehensive privacy law in the United States is the California Consumer Privacy Act (“CCPA”), which came into effect on January 1, 2020. Among other things, the CCPA requires companies that process information of California residents to make new detailed disclosures to consumers about such companies’ data collection, use and sharing practices, gives California residents expanded rights to access and delete their personal information, and to opt out of certain personal information sharing with (and sales of personal information to) third parties. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal data. This private right of action is expected to increase the likelihood of, and risks associated with, data breach litigation. The CCPA was amended in September 2018, November 2019 and September 2020, and it is possible that further amendments will be enacted, but even in its current form it remains unclear how various provisions of the CCPA will be interpreted and enforced. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), which took take effect in most material respects on January 1, 2023, modifies the California Consumer Privacy Act significantly, including by expanding consumers’ rights with respect to certain sensitive personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Other state privacy laws with similarities to the CCPA, such as the Colorado Privacy Act, the Utah Consumer Privacy Act, and the Virginia Consumer Data Privacy Act, will come into force in 2023. Connecticut, Iowa, Indiana, Tennessee, Oregon, Montana and Texas have each recently passed their own general consumer privacy laws, which will come into force in 2024 and 2025, and there have been ongoing discussions and proposals in the U.S. Congress with respect to new federal data privacy and security laws to which we would become subject if enacted. All of these evolving compliance and operational requirements impose significant costs that are likely to increase over time, may require us to modify our data processing practices and policies, divert resources from other initiatives and projects, and could restrict the way products and services involving data are offered, all of which may have a material and adverse impact on our business, financial condition and results of operations.
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In addition to government regulation, privacy advocates and industry groups have and may in the future propose self-regulatory standards from time to time. These and other industry standards may legally or contractually apply to us, or we may elect to comply with such standards. We expect that there will continue to be new proposed laws and regulations concerning data privacy and security, and we cannot yet determine the impact such future laws, regulations and standards may have on our business. New laws, amendments to or re-interpretations of existing laws, regulations, standards and other obligations may require us to incur additional costs and restrict our business operations. For example, there is an increasing trend of jurisdictions requiring data localization, which may prohibit companies from storing data relating to resident individuals in data centers outside the relevant jurisdiction or, at a minimum, require a complete set of the data to be stored in data centers within the relevant jurisdiction. Because the interpretation and application of laws, regulations, standards and other obligations relating to data privacy and security are still uncertain, it is possible that these laws, regulations, standards and other obligations may be interpreted and applied in a manner that is inconsistent with our data processing practices and policies or the features of our products and services. If so, in addition to the possibility of fines, lawsuits, regulatory investigations, public censure, other claims and penalties, and significant costs for remediation and damage to our reputation, we could be materially and adversely affected if legislation or regulations are expanded to require changes in our data processing practices and policies or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively impact our business, financial condition and results of operations. Furthermore, the developing requirements relating to clear and prominent privacy notices (including in the context of obtaining informed and specific consents to the collection and processing of personal data, where applicable) may potentially deter end users from consenting to certain uses of their personal data. In general, negative publicity of us or our industry regarding actual or perceived violations of our end users’ privacy-related rights, including fines and enforcement actions against us or other similarly placed businesses, also may impair users’ trust in our privacy practices and make them reluctant to give their consent to share their data with us. Any inability to adequately address data privacy or security-related concerns, even if unfounded, or to comply with applicable laws, regulations, standards and other obligations relating to data privacy and security, could result in additional cost and liability to us, harm our reputation and brand, damage our relationships with consumers and have a material and adverse impact on our business, financial condition and results of operations.
With regard to our commercial arrangements, we and our counterparties, including business partners and external service providers, might be subject to contractual obligations regarding the processing of personal data. While we believe our and our counterparties’ conduct under these agreements is in material compliance with all applicable laws, regulations, standards, certifications and orders relating to data privacy or security, we or our counterparties may fail, or be alleged to have failed, to be in full compliance. In the event that our acts or omissions result in alleged or actual failure to comply with applicable laws, regulations, standards, certifications and orders relating to data privacy or security, we may incur liability. While we endeavor to include indemnification provisions or other protections in such agreements to mitigate liability and losses stemming from our counterparties’ acts or omissions, we may not always be able to negotiate for such protections and, even where we can, there is no guarantee that our counterparties will honor such provisions or that such protections will cover the full scope of our liabilities and losses.
While we strive to comply with our internal data privacy guidelines as well as all applicable data privacy and security laws and regulations, and contractual obligations in respect of personal data, there is no assurance that we are able to comply with these laws, regulations and contractual obligations in all respects. Any failure or perceived failure by us, external service providers or business partners to comply may result in proceedings or actions against us, including fines and penalties or enforcement orders (including orders to cease processing activities) being levied on us by government agencies or proceedings or actions against us by our business partners, customers or end-users, including class action privacy litigation in certain jurisdictions, and could damage our reputation and discourage current and future users from using our products and services, which could materially and adversely affect our business, financial condition and results of operations. In addition, compliance with applicable laws on data privacy requires substantial expenditure and resources, including to continually evaluate our policies and processes and adapt to new requirements that are or become applicable to us on a jurisdiction-by-jurisdiction basis, which would impose significant burdens and costs on our operations or may require us to alter our business practices. Concerns about the security of personal data also could lead to a decline in general Internet usage, which could result in a decrease in demand for our products and services and have a material and adverse effect on our business, financial condition and results of operations. Furthermore, if the local government authorities in our target markets require real-name registration for users of our platform, the growth of our customer and end-user bases may slow down and our business, financial condition and results of operations may be adversely affected.
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We rely on key personnel and employees with the technical know-how to lead and operate our businesses.
We depend on the expertise, experience and efforts of our executive officers and other key employees. A failure to attract and retain executive, business development, technical and other key personnel could reduce our revenues and operational effectiveness. There is a continuing demand for relevant qualified personnel, and we believe that our future growth and success will depend upon our ability to attract, train and retain such personnel.
Competition for personnel in our industry is intense, and there is a limited number of persons with knowledge of, and experience in, this industry. There can be no assurance that we will maintain sufficiently qualified personnel or hire additional qualified personnel on a timely basis, or that we will be able to retain our key management personnel. An inability to attract or maintain a sufficient number of requisite personnel, particularly those with the requisite technical expertise, could have a material adverse effect on our performance or on our ability to capitalize on market opportunities or meet our stated objectives.
If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights.
We use intellectual property and technology developed in the course of our business. A substantial part of our commercial success will depend on our ability to establish and protect our intellectual property to maintain our software source code.
A component of the underlying technology on which our technology is built is patented in the United States (Patent Number US 9286274). However, the granting of a patent does not guarantee validity since it may be revoked on the grounds of invalidity at any time during its life and, at any point, an alleged infringer may assert that the patent is invalid. The granting of the patent also does not guarantee that the patentee has freedom to operate the invention claimed in the patent because, for example, the working of a patented invention may be prevented by the existence of another patent. In addition, there are limitations associated with patent protection and, generally speaking, a patent issued in one jurisdiction will not prevent unauthorized exploitation of the invention in other jurisdictions.
Further to the above, the commercial value of our intellectual property assets is dependent on any relevant legal protections. These legal mechanisms, however, do not guarantee that the intellectual property will be protected or that our competitive position will be maintained. No assurance can be given that employees or third parties will not, knowingly or unknowingly, breach confidentiality agreements, infringe or misappropriate our intellectual property or commercially sensitive information or that competitors will not be able to produce non-infringing competitive products. Competition in retaining and sustaining protection of technologies and the complex nature of technologies can lead to expensive and lengthy disputes for which there can be no guaranteed outcome. There can be no assurance that any intellectual property which we (or entities we deal with) may have an interest in now or in the future will afford us commercially significant protection of technologies or that any of the projects that may arise from technologies will have commercial applications.
In addition, there can be no assurance that we will implement adequate measures to protect our intellectual property. Failure in the measures implemented to protect our intellectual property may result in an erosion of any potential competitive position. Additionally, securing rights to (or developing) technologies complementing our existing intellectual property will also play an important part in our commercial success. There is no guarantee that such rights can be secured or such technologies can be developed.
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Our results of operations may be harmed if we are subject to a protracted infringement claim, a claim that results in a significant damage award, a third-party infringement claim, or a claim that results in an injunction.
There is a risk that the validity, ownership or authorized use of intellectual property relevant to us and our technology may be successfully challenged by third parties or that third parties may assert intellectual property infringement, unfair competition or like claims against us under copyright, trade secret, patent or other laws. If a third party accuses us of infringing on its intellectual property rights or if a third party commences litigation against us for the infringement of intellectual property rights, we may incur significant costs in defending such action, whether or not it ultimately prevails. Typically, intellectual property litigation is expensive and may result in the inability to use the intellectual property in question. While we are not aware of any claims of this nature in relation to any of the intellectual property rights in which we have or will acquire an interest, such claims, if made, may harm, directly or indirectly, our business and operations. Costs that we incur in defending third-party infringement actions may also include diversion of management’s and technical personnel’s time and attention from normal commercial operations.
In addition, parties making claims against us may be able to obtain injunctive or other equitable relief that could prevent us from further using our technology and intellectual property or commercializing our products. In the event of a successful claim of infringement against us, we may be required to pay damages and other costs and obtain one or more licenses from the prevailing third party. If we are not able to obtain these licenses at a reasonable cost, if at all, it could encounter delays in commercializing our products or product introductions and loss of substantial resources while we attempt to develop alternative products. Defense of any lawsuit or failure to obtain any of these licenses could prevent us from commercializing available products and could cause us to incur substantial expense.
Any of these events could adversely impact our business and our future operations and financial performance, position and prospects.
There is substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting firm has issued an opinion on our consolidated financial statements included in this Annual Report that states that there is substantial doubt in respect of the assumption that we will continue as a going concern. We have incurred substantial operating losses and have used cash in our operating activities for the past few years. As of and for the year ended June 30, 2023, we had a net loss of A$3,891,586 and net cash used in operating activities of A$2,260,971. Our consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. We also cannot be certain that additional financing, if needed, will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. There remains substantial doubt about our ability to continue as a going concern for the next twelve months from the date the consolidated financial statements were issued.
To date, we have experienced negative cash flow from development of our technology, as well as from the costs associated with building a sales force to market our product and services. Our ability to achieve or, if achieved, sustain profitability is based on numerous factors, many of which are beyond our control, including the market acceptance of our products, competitive product development and our market penetration and margins. If such factors become significant, we may never be able to generate sufficient revenue to achieve or, if achieved, sustain profitability.
Because of the numerous risks and uncertainties associated with further development and commercialization of our technology and any future tests, we are unable to predict the extent of any future losses or the exact timing of when we will become profitable, if ever. We may never become profitable, and you may never receive a return on an investment in our securities. An investor in our securities must carefully consider the substantial challenges, risks and uncertainties inherent in the development in our industry. We may never develop our technology and our business may fail.
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We may need additional capital, and financing may not be available on terms acceptable to us, or at all.
Our independent registered public accounting firm has issued an opinion on our consolidated financial statements included in this Annual Report that states that there is substantial doubt in respect of the assumption that we will continue as a going concern, there is a risk that we may need additional cash resources in the future to fund our growth plans or if we experience adverse changes in business conditions or other developments. We may also need additional cash resources in the future if we find and wish to pursue opportunities for new investments, acquisitions, capital expenditures or similar actions. If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time, we may seek to issue equity or debt securities or obtain credit facilities. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. The issuance and sale of additional equity would result in further dilution to our shareholders. One or more new debt financings could subject us to any or all of the following risks:
| ● | default and foreclosure on our assets if our operating revenue is insufficient to repay debt obligations; | |
| ● | acceleration of obligations to repay the indebtedness (or other outstanding indebtedness), even if we make all principal and interest payments when due, if we breach any covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | |
| ● | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; | |
| ● | diverting a substantial portion of cash flow to pay principal and interest on such debt, which would reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; and | |
| ● | creating potential limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate. |
The occurrence of any of these risks could adversely affect our operations or financial condition.
The market for our solutions among may be limited if prospective clients demand customized features and functions that we do not offer.
Prospective clients may require customized features and functions unique to their business processes that we do not offer. In order to ensure we meet these requirements, we may devote a significant amount of support and service resources to these prospective clients, increasing the cost and time required to complete sales with no guarantee that these prospective clients will adopt our solution. Further, we may not be successful in implementing any customized features or functions. If prospective clients require customized features or functions that we do not offer, or that would be difficult for them to deploy themselves, the market for our solution will be more limited and our business could be adversely affected.
Because our long-term success depends, in part, on our ability to expand the sales of our products to clients located outside of Australia, our business could be subject to risks associated with international operations.
Our operations are conducted primarily in Australia. An element of our growth strategy is to expand our operations and client base. If we decide to expand our operations into other international markets, it will require significant resources and management attention and may subject us to various regulatory, economic and political risks. Because of our lack of experience with international operations, we cannot ensure that our international expansion efforts will be successful, and the impact of such expansion efforts may adversely affect our business, operating results or financial condition.
The COVID-19 endemic and its continuing effects have significantly impacted the global economy and markets and may continue to do so, which could adversely affect our business, financial condition and the trading price of our securities.
In May 2023, the World Health Organization determined that COVID-19 no longer fit the definition of a public health emergency. COVID-19 is expected to remain a serious endemic threat for an indefinite future period and may continue to adversely affect the global economy, including as related but not limited to, supply chain issues and supply shortages, volatile market conditions and rising global inflation, which in turn could adversely affect our ability to obtain future debt or equity financing or affect the trading price of our securities, among others. It is difficult to determine the extent of the economic and market impacts from COVID-19 and its continuing effects, and the many ways in which they may negatively affect our business, the trading price of our securities or on our future results of operations and financial condition.
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As a company primarily based outside of the United States, our business is subject to economic, political, regulatory and other risks associated with international operations.
As a company with substantial operations in Australia, our business is subject to risks associated with conducting business outside the United States. Many of our suppliers are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including:
| ● | economic weakness, including inflation, or political instability in particular non-U.S. economies and markets; | |
| ● | differing jurisdictions could present different issues for securing, maintaining or obtaining freedom to operate in such jurisdictions; | |
| ● | potentially reduced protection for intellectual property rights; | |
| ● | difficulties in compliance with different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations; | |
| ● | changes in non-U.S. regulations and customs, tariffs and trade barriers; | |
| ● | changes in non-U.S. currency exchange rates, Australian dollar, U.S. dollar, and currency controls; | |
| ● | changes in a specific country’s or region’s political or economic environment; | |
| ● | trade protection measures, import or export licensing requirements or other restrictive actions by governments; | |
| ● | negative consequences from changes in tax laws; and | |
| ● | business interruptions resulting from geo-political actions, including war and terrorism, health epidemics, or natural disasters including earthquakes, typhoons, floods and fires. |
Risks Related to Our Securities
The market price of our securities may be volatile, which could result in substantial losses.
Securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our securities to wide price fluctuations regardless of our operating performance. Some of the factors that may cause the market price of our securities to fluctuate include:
| ● | price and volume fluctuations in the global stock markets from time to time; | |
| ● | changes in operating performance and stock market valuations of other companies in our industry; | |
| ● | sales of our ordinary shares by us or any significant shareholder; | |
| ● | failure of securities analysts and credit rating agencies to initiate or maintain coverage of us, changes in financial estimates by securities analysts and credit rating agencies who follow us, or our failure to meet these estimates or the expectations of investors; | |
| ● | the financial projections we may provide to the public (in the event we decide to provide any such projections), any changes in those projections or our failure to meet those projections; | |
| ● | rumors and market speculation involving us or other companies in our industry; | |
| ● | actual or anticipated changes in our results of operations or fluctuations in our results of operations; | |
| ● | litigation involving us, our industry or both, or investigations by regulators into our operations or those of our competitors; | |
| ● | announced or completed acquisitions of businesses or technologies by us or our competitors; |
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| ● | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; | |
| ● | changes in tax laws and regulations as well as accounting standards, policies, guidelines, interpretations or principles; | |
| ● | any significant change in our management team; | |
| ● | general economic conditions and slow or negative growth of our markets; and | |
| ● | other risk factors described in this section of this Annual Report. |
In addition, stock markets have historically experienced substantial price and volume fluctuations. Broad market and industry factors may harm the market price of our securities. Hence, the market price of our securities could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the market price of our securities regardless of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs, our management’s attention and resources could be diverted and it could harm our business, operating results and financial condition.
The requirements of being a U.S. public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
Our ordinary shares and warrants are listed on Nasdaq. As a U.S. public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, we are subject to other reporting and corporate governance requirements, including certain requirements of Nasdaq and certain provisions of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), which imposes significant compliance obligations upon us. We are also required to ensure that we have the ability to prepare financial statements that are fully compliant with all applicable reporting requirements on a timely basis. Compliance with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual reports with respect to our business and operating results. Sarbanes-Oxley, as well as rules subsequently implemented by the Securities and Exchange Commission (the “SEC”) and Nasdaq, have imposed increased regulation and disclosure and require enhanced corporate governance practices of public companies. Our efforts to comply with evolving corporate governance laws, regulations and standards are likely to result in increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. These changes will require a significant commitment of additional resources. We may need to hire more employees in the future to comply with these requirements, which will increase our costs and expenses.
We may not be successful in implementing these requirements and implementing them could materially adversely affect our business. In addition, if we fail to implement the requirements with respect to our internal accounting and audit functions, our ability to report our operating results on a timely and accurate basis could be impaired. If we do not implement such requirements in a timely manner or with adequate compliance, we might be subject to sanctions or investigations by regulatory authorities, such as the SEC or Nasdaq. Any such action could harm our reputation and the confidence of investors, customers and other third parties with whom we do business and could materially adversely affect our business and cause the trading price of our ordinary shares to fall.
In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
Being a U.S. public company and adhering to these new rules and regulations makes it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our Audit and Risk Committee, and qualified executive officers.
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We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders.
As a “foreign private issuer,” we are subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We will also have four months after the end of each fiscal year to file our annual reports with the SEC and will not be required to file current reports as frequently or promptly as U.S. domestic reporting companies. Furthermore, our officers, directors and principal shareholders are exempt from the insider reporting and short-swing profit recovery requirements in Section 16 of the Exchange Act. Accordingly, our shareholders may not know on as timely a basis when our officers, directors and principal shareholders purchase or sell their ordinary shares, as the reporting deadlines under the corresponding Australian insider reporting requirements are not applicable. As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. As a result of such varied reporting obligations, shareholders should not expect to receive the same information at the same time as information provided by U.S. domestic companies.
In addition, as a foreign private issuer, we have the option to follow certain Australian corporate governance practices rather than those of the United States, except to the extent that such laws would be contrary to U.S. securities laws, provided that we disclose the requirements we are not following and describe the Australian practices we follow instead. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all domestic U.S. corporate governance requirements.
We may lose our “foreign private issuer” status in the future, which could result in additional costs and expenses to us.
We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. We may in the future lose foreign private issuer status if a majority of our ordinary shares are held in the United States and we fail to meet the additional requirements necessary to avoid loss of foreign private issuer status, such as if: (i) a majority of our directors or executive officers are U.S. citizens or residents; (ii) a majority of our assets are located in the United States; or (iii) our business is administered principally in the United States. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer would be significantly more than the costs incurred as an Australian foreign private issuer. If we are not a foreign private issuer, we would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are generally more detailed and extensive than the forms available to a foreign private issuer. In addition, we may lose the ability to rely upon exemptions from corporate governance requirements that are available to foreign private issuers.
We are an “emerging growth company,” and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our ordinary shares less attractive to investors.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act. For as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” until the fifth anniversary of the fiscal year end date following the completion of our initial public offering in March 2022, however, our status would change more quickly if we have more than $1.235 billion in annual revenue, if the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of June 30 of any year, or we issue more than $1.0 billion of non-convertible debt over a three-year period before the end of that period.
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Investors could find our ordinary shares less attractive if we choose to rely on these exemptions. If some investors find our ordinary shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our ordinary shares and our share price may be more volatile.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our ordinary shares.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our ordinary shares.
Prior to our initial public offering in March 2022, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in preparing our consolidated financial statements as of and for the years ended June 30, 2023 and 2022, we identified material weaknesses in our internal control over financial reporting. As a result of lacking an effective accounting review process, material adjustments were made to the financial statements for the last two fiscal years in order to be in conformity with International Financial Reporting Standards. We also identified a significant deficiency relating to insufficient written policies and procedures for accounting and financial reporting which led to inadequate financial statement closing process. To remediate our material weaknesses, we expect to incur substantially more additional costs for addressing our material weaknesses and deficiencies. Our remedial measures will include: (a) hiring qualified internal control personnel, including financial and IT personnel, to manage the implementation of internal control policies, procedures and improvement of the internal audit function, system user access, security management and data protection, as applicable; (b) developing and implementing written policies and procedures for accounting and financial reporting that meet the standards applied to public companies listed in the United States; and (c) conducting internal control training to management, key operations personnel and the accounting department, so that management and relevant personnel understand the requirements and elements of internal control over financial reporting mandated by the U.S. securities laws. We have commenced the implementation of several aforementioned remedial measures, which we expect to complete by June 30, 2024. Our ongoing remedial measures include the formal documentation of key Company controls, processes and accounting transactions. The implementation of any or all of these measures, however, still may not fully address the material weaknesses in our internal control over financial reporting. Additionally, as most of our documentation will be prepared internally, we do not expect there to be significant material costs to implement our remedial measures. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.
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Any future failure to maintain such internal controls could adversely impact our ability to report our financial results on a timely and accurate basis, which could result in our inability to satisfy our reporting obligations or result in material misstatements in our financial statements. If our financial statements are not accurate, investors may not have a complete understanding of our operations or may lose confidence in our reported financial information, which could result in a material adverse effect on our business or have a negative effect on the trading price of our ordinary shares.
For as long as we are an “emerging growth company”, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal controls over financial reporting pursuant to Section 404. We could be an “emerging growth company” until the fifth anniversary of the fiscal year end date following the completion of our initial public offering in March 2022. An independent assessment of the effectiveness of our internal controls could detect problems that our management’s assessment might not. Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation.
If we identify material weaknesses in our internal control over financial reporting, or if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our ordinary shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.
Substantial future sales of our ordinary shares, or the perception that these sales could occur, may cause the price of our ordinary shares to drop significantly, even if our business is performing well.
A large volume of sales of our ordinary shares, or securities convertible into or exercisable or exchangeable for our ordinary shares, into the public market, including shares of our ordinary shares issued upon exercise of options or warrants, could decrease the prevailing market price of our ordinary shares and could impair our ability to raise additional capital through the sale of equity securities in the future. Even if a substantial number of sales of our ordinary shares or warrants does not occur, the mere perception of the possibility of these sales could depress the market price of our ordinary shares or warrants and have a negative effect on our ability to raise capital in the future.
We do not anticipate paying cash dividends and, accordingly, shareholders must rely on share appreciation for any return on their investment.
We have never paid any dividends on our ordinary shares. We currently intend to retain our future earnings, if any, to fund the development and growth of our businesses and do not anticipate that we will declare or pay any cash dividends on our ordinary shares in the foreseeable future. As a result, capital appreciation, if any, of our ordinary shares will be your sole source of gain on your investment for the foreseeable future. Investors seeking cash dividends should not invest in our ordinary shares.
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Our failure to meet the continued listing requirements Nasdaq could result in a delisting of our securities.
On March 21, 2023, we received a letter from the Listing Qualifications Department of Nasdaq indicating that we did not meet the minimum of $2.5 million in shareholders’ equity required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(b)(1) or the alternative compliance standards relating to the market value of listed securities or net income from continuing operations (the “Minimum Stockholders’ Equity Requirement”). The letter also indicated that we will be provided with a period of 45 calendar days to submit a plan to regain compliance, and if such plan is accepted by Nasdaq, we may be granted up to 180 calendar days from March 21, 2023 in which to regain compliance. On June 21, 2023, we received a letter from the Listing Qualifications Staff of Nasdaq indicating that, based upon our continued non-compliance with the Minimum Stockholders’ Equity Requirement, as of June 30, 2023, our securities would be subject to delisting unless we timely request a hearing before the Nasdaq Hearings Panel (the “Panel”). Further, as of June 21, 2023, we did not meet the alternative compliance standards relating to the market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. On August 17, 2023, we presented our appeal to the Panel and on August 24, 2023, the Panel informed us that we had been granted an exception to Nasdaq Listing Rule 5550(b)(1) until October 31, 2023 by demonstrating compliance with the Minimum Stockholders’ Equity Requirement through the filing of this Form 20-F.
We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our ordinary shares on Nasdaq. For instance, on June 30, 2022, we received a letter from the Listing Qualifications Department of Nasdaq indicating that, based upon the closing bid price of our ordinary shares for the 30 consecutive business day period, we did not meet the minimum bid price of $1.00 per share required for continued listing on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2). Effective as of December 7, 2022, we effected the Reverse Share Split of our ordinary shares and IPO Warrants. On December 22, 2022 we received notice from Nasdaq indicating that the Company had regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), and the matter was closed.
If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum stockholders’ equity requirements or minimum bid price requirements, Nasdaq may take steps to delist our ordinary shares. Such a delisting would have a negative effect on the price of our ordinary shares, impair the ability to sell or purchase our ordinary shares when persons wish to do so, and any delisting materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from Nasdaq could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities, as well as a limited amount of news and analyst coverage of us. Delisting could also result in a determination that our ordinary shares are a “penny stock,” which would require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary market for our ordinary shares. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our ordinary shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.
We are governed by the corporate laws of Australia, which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control.
We are governed by the Australian Corporations Act 2001 (Cth) (the “Corporations Act”) and other relevant laws, which may affect the rights of shareholders differently from those of a company governed by the laws of a U.S. jurisdiction, and may, together with our Constitution (“Constitution”), have the effect of delaying, deferring or discouraging another party from acquiring control of the Company by means of a tender offer, a proxy contest or otherwise, or may affect the price an acquiring party would be willing to offer in such an instance.
Our Constitution and Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be beneficial to our shareholders.
As an Australian company, we are subject to different corporate requirements than a corporation organized under the laws of the United States. Our Constitution, as well as the Corporations Act, sets forth various rights and obligations that apply to us as an Australian company and which may not apply to a U.S. corporation. These requirements may operate differently than those of many U.S. companies. You should carefully review the summary of these matters set forth under “Item 10. Additional Information—B. Memorandum and Articles of Association” as well as our Constitution, which is included as an exhibit to this Annual Report, prior to investing in our securities.
U.S. civil liabilities may not be enforceable against us, our directors, our officers or certain experts named in this Annual Report.
We are governed by the Corporations Act and our principal place of business is in Australia. All of our directors and officers, reside outside of the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us and such directors, officers and experts or to enforce judgments obtained against us or such persons, in U.S. courts, in any action, including actions predicated upon the civil liability provisions of U.S. federal securities laws or any other laws of the United States. Additionally, rights predicated solely upon civil liability provisions of U.S. federal securities laws or any other laws of the United States may not be enforceable in original actions, or actions to enforce judgments obtained in U.S. courts, brought in Australian courts, including courts in the State of Western Australia. In addition, as a company incorporated in Australia, the provisions of the Corporations Act regulate the circumstances in which shareholder derivative actions may be commenced which may be different, and in many ways less permissive, than for companies incorporated in the United States.
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If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.
The trading market for our ordinary shares will depend on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. We cannot assure you that analysts will cover us or provide favorable coverage. If one or more of the analysts who cover us downgrade our stock or change their opinion of our ordinary shares, our share price would likely decline. If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
U.S. holders of our securities may suffer adverse tax consequences if we are characterized as a passive foreign investment company.
While we do not believe we are a passive foreign investment company (“PFIC”), the determination as to whether we are a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules that are subject to differing interpretations. If we are a PFIC for any taxable year during which a U.S. Holder (as defined under “Item 10. Additional Information–E. Taxation–Material U.S. Federal Income Tax Considerations”) holds our ordinary shares and warrants, it would likely result in adverse U.S. federal income tax consequences for such U.S. Holder. U.S. Holders should carefully read “Item 10. Additional Information–E. Taxation–Material U.S. Federal Income Tax Considerations for United States Holders” for more information and consult their own tax advisors regarding the likelihood and consequences if we are treated as a PFIC for U.S. federal income tax purposes.
Insiders have substantial control over us which could delay or prevent a change in corporate control or result in the entrenchment of management or the board of directors.
Our directors, executive officers and principal shareholders, together with their affiliates and related persons, will beneficially own, in the aggregate, approximately 22.4% of our outstanding ordinary shares. As a result, these shareholders, if acting together, may have the ability to determine the outcome of matters submitted to our shareholders for approval, including the election and removal of directors and any merger, or sale of all or substantially all of our assets. In addition, these persons, acting together, may have the ability to control our management and affairs. Accordingly, this concentration of ownership may harm the market price of our ordinary shares by:
| ● | delaying, deferring, or preventing a change in control; | |
| ● | entrenching our management or the board of directors; | |
| ● | impeding a merger, takeover, or other business combination involving us; or | |
| ● | discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us. |
| ITEM 4. | INFORMATION ON THE COMPANY |
A. History and Development of the Company
We were incorporated on April 23, 2009 in Australia under the name Gumiyo Australia Pty Ltd. On January 14, 2021, we changed our name to Locafy Limited. Our principal executive offices are located at 246 Churchill Avenue, Subiaco, Western Australia 6008, Australia and our telephone number is +61 409 999 339. On March 25, 2022, we completed our initial public offering in the United States. Our ordinary shares and warrants are listed on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively. Our website address is www.locafy.com. The information contained on, or that can be accessed through, our website is not a part of this Annual Report. We have included our website address in this Annual Report solely as an inactive textual reference.
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The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. As a foreign private issuer, we are exempt from the rules under the Exchange Act that prescribe the furnishing and content of proxy statements to shareholders.
B. Business Overview
Overview
We are an Australian company currently focused on commercializing our Software as a Service (“SaaS”) online Search Engine Optimization (“SEO”) technology (“Technology”). Our Technology publishes search engine optimized web pages using a combination of data integrations and generative AI (“Content”) and our “Entity Based” SEO technology and know-how (“Site Structure”). Once the Content and Site Structure is integrated with our Technology, the production of search engine optimized web pages is largely automated, which enables us to scale production. Based on our testing and those active in production, these web pages are highly likely to appear prominently in search engine results pages (“SERP”) for search keywords relevant to those web pages, more rapidly than alternative solutions.
“Local search” is one of the strongest emerging trends in SEO, with consumers increasingly searching for products and services in close proximity to their immediate location. According to Safari Digital, approximately 46% of all Google searches include “local intent”. Our Technology provides users with a cost-effective solution to increase their online visibility and thereby increase the likelihood that consumers searching online for local products and services will find the end customer’s business. Our “first generation” local search product, Proximity Network, enabled our end users to gain search relevance for a specific keyword and location. For this product, our Technology creates a separate landing page for each keyword and location combination and automates the interlinking of those pages, creating a network of pages, which effectively operates as a niche micro-directory for a customer. Our ongoing research and development to improve our Technology resulted in the June 2023 release of our Local Pages product (“Local Pages”), a more advanced local search product that utilizes our local “Site Structure”. This product does not require a consumer to enter a location in their search query as the pages are designed to rank locally, for a broader range of keywords relevant to the business, based on where the consumer is physically searching from. We believe that Local Pages also generally perform better in SERP results as compared to Proximity Networks for a wider range of keywords.
In August 2022, we acquired technology assets from Jimmy Kelley Digital, which enabled us to extend our product offering beyond local search solutions to now include “national search” and “brand search” solutions.
National search solutions allow us to access a wider market opportunity by enabling end users to reach a broader audience for “national” search terms. Our research and development into ranking factors for “national” search terms has led to pioneering “Entity-Based” SEO. Based on our research, an “Entity” is the highest order keyword or reference point attributed by search engines that they use to help establish the context of a website. This form of SEO focuses on search optimization of the Entity, which by default encompasses a collection of associated keywords. The effect is to gain leverage across multiple keywords through the optimization of a singular Entity, which from our testing, dramatically enhances the search relevancy of a web page. We are now incorporating this breakthrough technology across our entire product range. Our National SEO solutions combine Content with national search optimized Site Structures.
Brand search solutions are primarily focused on improving search prominence for products sold via online marketplaces, in particular, on Amazon. On October 4, 2022 we launched our Brand Boost product which is an e-commerce SEO marketing tool. Our Brand SEO solutions combine Content with brand optimized Site Structures.
Fundamental to each of our search solutions are the landing pages created through our Technology; each of which are configured for a specific use case. Our landing pages contain features that would otherwise require significant manual effort to achieve or the application of additional and more expensive solutions. For instance, in order to achieve superior SERP rankings we optimize our landing pages to enable search engines to detect and understand the relevant page content based on a specific “Entity”. We also automatically incorporate other contributing factors affecting SERP rankings include page speed, accessibility security, and unique quality content, for which we are able to leverage generative artificial intelligence (“AI”).
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We also operate a Publishing division, which includes ownership of Hotfrog, a global online business directory, and three additional Australian-focused directories, AussieWeb.com.au (“AussieWeb”), PinkPages.com.au (“PinkPages”) and SuperPages.com.au (“SuperPages”). Combined, these directory assets contain more than 46 million business listings and an email database of approximately 245,000 subscribers.
We believe these large customer databases represent significant untapped commercial potential as we continue our research and development into how to produce individual landing pages from the directory databases on a large-scale. In June 2023, we commenced in-market trials with two of our existing partners to programmatically generate Local Pages using business listing content drawn from our business directory database and supplemented with other content sources, including the end user’s Google Business Profile and generative AI content.
Our Industry
For the approximate 334 million businesses worldwide that may be seeking to get found online for the products and services they offer, there are two main alternatives. The first is to pay for digital advertising and the alternative is to buy SEO services to enhance their own online presence. Both markets are substantial, with annual spend on digital advertising anticipated to be over $600 billion in 2023.
Before the advent of search engines such as Google, Yahoo! and Bing, one method for finding information online was through web directories. A web directory is a searchable catalog of links to external websites. The links are typically organized according to categories, for example “professional services bookkeeping.” A person searching for information can also browse by category or type a query in a search box. Many of these early web directories were built by companies that owned print directories, and they tended to employ the same commercial strategies online as they did in print. That business model has been superseded by search engine tactics that favor results for the most relevant service in the nearest proximity to the search user. Search engines now effectively operate in competition to traditional directory business models.
Search engines are programs that create a catalog of information by, amongst other things, scanning the Internet to assess the structure of websites and the content within websites. Internet users utilize search engines through the use of keyword(s) search terms. Search engines like Google have developed a series of algorithms to determine what content is best served for a particular keyword search. While search engines do not publish specific details about how their search algorithms operate, SEO is the method used to increase the likelihood of obtaining a high ranking (ideally first page) for relevant keyword searches.
The goal for many content publishers (i.e., business owners) is for their own website or other online presence solutions to appear in the first SERP for related keyword searches. For example, a plumber may want to feature in searches where the keywords are “hot water systems” or “leaking tap.” Accordingly, a website’s keyword ranking is very important because the higher a website ranks in the SERP, the more likely Internet users will view the website, which is likely to then generate more calls, map views, requests for directions or form fills. This means the business can be expected to acquire more sales leads, which could generate more revenue.
An alternative and common internet marketing strategy involves paying an advertising fee to a search engine to appear in specific keyword search results. Google Ads (formerly Adwords) is an example of such a program. The major disadvantages to a business of implementing such a strategy are cost, complexity and a behavioral phenomenon coined “banner blindness,” which describes the phenomenon of users having learned to ignore content that resembles ads, is located in close proximity to ads, or that appears in locations traditionally dedicated to ads.
Studies have shown that 94% of people skip over paid search adverts. Given the challenges with paid advertising, we believe content publishers prefer solutions like those offered by Locafy that are based on SEO principles which promote organic search results.
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Our Strategy
Historically, we have applied our Technology on websites owned by end users as well as on landing pages that we own. However, the reliance on end users to assist with implementations is neither efficient nor scalable and should customers cancel, they would still retain the benefit of the SEO improvements already made by our Technology. We intend to increasingly apply our Technology on our own online properties as a priority and utilize our landing pages as the foundation for all of our SEO solutions. By utilizing our proprietary landing pages, we are able to realize a number of benefits, including:
| ● | Speed to market: we do not need to access an end user’s existing website and therefore we can create and deploy our landing pages with minimal reliance on the end user to undertake any necessary actions or modifications to their systems; |
| ● | Accuracy: we intend to “lock down” critical elements of our landing pages so that our partners and end users are unable to make changes that will inadvertently cause a negative impact on its SEO performance; |
| ● | Speed to impact: because our landing pages incorporate our proprietary site structures the time required for the landing pages to rank highly in SERP results is improved; |
| ● | Control: search algorithms constantly change which requires website owners to constantly monitor for and adapt to any future changes. As we have control over the landing pages, any necessary maintenance can be applied more effectively; |
| ● | Intellectual Property retention: we are able to more effectively retain key aspects of our technical know-how; |
| ● | Asset retention: by retaining ownership of the landing pages we are effectively building a portfolio of online properties which provides us flexibility as to how we are able to monetize these assets. At a basic level, we are able to extend our advertising reach through the placement of Google Ads. We can also lease the landing pages to end users and should this arrangement terminate (e.g. non-payment or cancellation) the end user does not retain the benefit of the Technology had it been applied to their own website. Further, we would then be able to re-lease the landing page by simply changing content applicable to another end user. This is a more sophisticated application of a “rank and rent” business model; and |
| ● | Cost effectiveness: depending on the SEO solution acquired, there is typically little to no associated setup fees. |
Our Products and Services
We provide an integrated suite of solutions with the objective of helping to maximize the online marketing presence for business owners. The products we offer can be broadly categorized as: Publishing and SEO solutions. Further, within SEO solutions we have products that are applicable to Local, National and Brand related searches.
Publishing
We own and operate several online directories. An important component of an online presence for a business owner is to publish a business profile on various online directories, also referred to as “citation management.” Business owners or digital agencies on behalf of business owners publish business profiles (providing search relevancy) on many business directories in markets in which the business operates (providing search prominence in their proximity). While many smaller business owners do this manually, there are service providers that manage large volumes of business profiles through technology platforms. It is more efficient for these citation management services to be managed via an API that can synchronize with and publish to third-party directories, such as those we own.
We have several commercial agreements with citation management companies that pay a fee to connect to our directories via API to publish citations for their clients. The attraction for citation management companies is that our directory network attracts high volumes of Internet traffic and clicks as a result of consumers searching for local products and services. We intend to continue to seek out additional commercial citation management opportunities and to add to our publishing network through the production of additional niche directories or acquisition of relevant directories, databases and complementary technologies.
We also intend to continue our directory network upgrades to further develop the automated production of web products from the data published to the directories. In June 2023, we commenced in-market trials with two of our existing partners to programmatically generate Local Pages using content drawn from our business directory listing data and supplemented with other data sources, including the end user’s Google Business Profile and AI-generated content. We intend to extend our commercial agreements with these and other partners for Local Pages subscriptions.
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Local SEO solutions
Our SEO solutions are designed to gain online marketing prominence for specific keywords within specific locations either for businesses with a physical address or businesses that operate in a specific service area.
Proximity Pages and Proximity Networks
The primary purpose of our Proximity Pages is to create a prominent and relevant online presence in a business’s immediate proximity in order to deliver more sales leads at a lower cost of acquisition than alternative methods. Typical calls to action include chat-bots, click-to-call, click-to-book, request directions and request-a-quote (via basic form fill). A Proximity Network is a collection of interlinked Proximity Pages. The power of each Proximity Page when combined with the interlinking of related pages within a single solution provides additional SEO benefits that generally result in improved page ranking for the desired keywords. The Proximity Pages and Proximity Networks complement a customer’s existing online marketing presence and do not require any adjustment to their existing website.
Local Pages
Local Pages campaigns employ our local search optimized Site Structures, which focuses on optimizing the landing pages we publish for a relevant primary keyword (“Entity”). The term “Entity” describes the effect of having keywords naturally associated with a primary keyword to form a “cluster” of related search terms. Once that optimization takes effect, amongst other advantages, the Local Pages will typically rank for the cluster of keywords relevant to that Entity without needing to specifically optimize all of the associated keywords on the landing pages.
Map Pack Booster
Our Map Pack Booster (previously marketed as “Proximity Booster”) involves optimizing a client’s Google Business Profile (“GBP”) by linking it to our Proximity Network or Local Pages products. By linking one of our Local SEO products to the GBP, we ensure there is a consistent and relevant optimized web presence promoting the keywords contained in the GBP. Through this process, we believe we can achieve faster and higher-ranking results within Google’s “Local Pack” for competitive keywords. We believe it is a distinct commercial advantage for a business to appear in the top 3 of a “Local Pack” given its positioning and prominence in Google search results, emphasized by the fact that around 32% of local organic traffic is generated from the Top 3 map pack results.
National SEO solutions
Keystone
Our breakthrough Keystone product enables our landing pages to rapidly achieve search prominence on a national scale. The Keystone solution promotes the “Entity” associated with the business but does not associate that with a specific location. For this solution, we utilize our national search optimized Site Structure, which enables the landing page to rank highly in generic national SERP results.
Brand SEO solutions
Brand Boost
Our Brand Boost product has the potential to rapidly increase online product sales in e-commerce marketplaces. In this use-case we utilize our landing pages to optimize for search rankings within online marketplaces (e.g., Amazon) for products associated with a brand. Historically, clients have typically reported increased sales between 20% to 60% following this technology being implemented. Our brand search optimized Site Structure is utilized for this solution.
Our Competitive Strengths
Typical providers of SEO solutions could be broadly classified into three categories: enterprise level organizations, digital media agencies and SEO freelancers. We believe we have both a technological and commercial competitive advantage over each of these alternative service providers. Indeed, many of these types of SEO solution providers become our customers because our Technology automates a lot of otherwise manual work and we achieve superior results compared to what they would otherwise be able to achieve.
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Technology Advantages
Site Structure and Know-How
The advantages of our Technology have been gained through years of meticulous research, development and live testing. This has resulted in the development of proprietary know-how on the optimal website structure to implement to meet a broad range of SEO objectives. In addition to the SEO site structure, our landing pages incorporate known search ranking factors relating to speed, accessibility, security and unique quality content. This know-how has been embedded within our Technology platform which facilitates ease-of-application, repetition and scale.
Time to effect
Our current generation landing pages are particularly effective in rapidly achieving high-ranking search results, especially when compared to traditional SEO techniques such as “back-linking” and “content-first focus”. These traditional methods often take months to take effect (if at all), whereas our technology has the ability to generate a Page 1 search result within 30 days of implementation and oftentimes much faster than that. We achieve these results due to our proprietary Site Structure.
Commercial Advantages
Scale
Throughout our operational processes, we aim to have minimal human intervention as necessary. Our Platform’s customer “self-serve” capability allows our partners and customers to purchase and implement our SEO products, which for those customers connected to our Platform via API, can be largely pre-populated with existing content. Our Technology enables very high volumes of websites to be developed through automation which accordingly allows us to operate at scale.
Large-enterprise media groups typically service tens of thousands of customers using either third party SEO technology or their own technology solutions. Digital agencies typically service dozens to hundreds of clients while SEO freelancers typically service a handful of customers. The amount of manual work required to deploy alternative SEO solutions for any of these competitors is a limiting factor in their ability to scale.
Set up time
We automate many SEO tasks that would otherwise take considerable time, cost and manual effort to undertake. The typical set up time for our solutions is minutes as compared to potentially weeks or months for alternative comparative solutions. This is due, in part, to the fact we do not need to interact with the client’s existing website, which would typically require substantial changes to its foundations in order to obtain an equivalent SERP ranking performance. By default, our landing pages already incorporate key proprietary SEO technologies, which makes implementations more efficient and effective. We can also add Content to the site in a largely automated manner.
Set up Costs
Given that our SEO solutions can be largely automated, we have the option to waive or charge a minimal set up fee, whereas digital agencies and SEO freelancers would generally charge a few thousand dollars through to tens of thousands of dollars in set up fees as they are providing a labor-intensive service.
Additionally, because our SEO solutions have the ability to demonstrate SERP ranking performance in a short period of time (i.e., typically within 30 days from implementation), customers can quickly see results as compared to other service providers who typically set expectations with customers of achieving results within 6 to 12 months from implementation.
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Revenue Model and Commercial Overview
Revenue Model
Our revenue model is focused on securing long-term, recurring revenue contracts both within our Subscription and Publishing revenue lines. Our Subscription revenues are derived via both direct-to-end user and channel sales. The delivery of these contracts may incorporate professional services, however, these services tend to be limited in scope as most implementations are highly automated. In the case of Publishing revenues, we primarily earn income through the bulk-publishing of business profiles online and through advertising generated by online user traffic.
Direct clients are typically charged our recommended retail price (“RRP”) and can also qualify for volume discounts. Resellers are typically charged wholesale prices which are a discount to RRP.
Subscription Fee Revenues
We charge recurring subscription fees for our products across our Local, National and Brand range of SEO solutions.
Local SEO
Our Local SEO products currently comprise of Proximity Networks, Local Pages and Map Pack Boosters.
Proximity Networks are used to enhance search rankings for a target keyword within a defined geographical location. We generate a landing page for each keyword and location combination being targeted. The size of the network will therefore depend on the volume of keywords and locations with the volume being the multiple of those two factors. For example, a client that selects five (5) keywords and 50 locations will have a 250 page Proximity Network. We typically charge a monthly subscription fee based on the volume of pages within each Proximity Network.
Local Pages are typically charged as a monthly subscription fee for each campaign.
Map Pack Booster can be implemented as a standalone solution or sold in conjunction with either Proximity Network or Local Pages. The solution effectively amplifies a customer’s GBP to gain search prominence in Google’s Map Pack. We typically charge an additional monthly subscription fee for each application of Map Pack Booster.
National SEO
Keystone, our National SEO product, is currently charged as a flat monthly subscription fee for each campaign. However, because the value of each Keystone keyword can be significantly different due to its search popularity, we continue to evaluate the commercial viability of adopting a “market-based” or “value-based” pricing model. In certain cases, we may charge professional fees to implement Keystone.
Brand SEO
Brand Boost, our Brand SEO product, is currently charged as a flat monthly subscription fee for each campaign. However, because Brand Boost seeks to drive search traffic to e-commerce websites and marketplaces, we continue to evaluate the commercial viability of adopting a “value-based” pricing model where we are able to share in any increase in end-user sales revenue. In certain cases, we may charge professional fees to implement Brand Boost.
Advertising Revenues
We generate advertising revenue from our online Publishing assets, including the global directory network Hotfrog and a number of Australian-focused directories including AussieWeb, PinkPages and SuperPages.
From each directory, additional advertising revenue is generated, for instance, from Google Ads (formerly Adsense), which is variable and based on a number of factors, including site traffic. In some cases, business owners also pay a premium advertising rate to appear higher within a specific directory’s search results pages.
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We also generate revenue through bulk listing contracts. We enter into commercial contracts with owners or managers of online business databases, including citation management companies that seek to advertise their client’s business profile on our Publishing Network of online directories. This can range from a few thousand listings up to several million listings. The fees we charge are typically relative to the volume of business listings being published, with contracts being either fixed-price for an agreed term or variable based on the volume of profiles being published.
Service Fee Revenues
We may enter into commercial contracts with clients to produce various online publishing solutions in exchange for service fees. These solutions typically relate to bespoke applications of our existing products. Under these contracts, we may also charge ongoing service fees to maintain and support the solution in a managed services arrangement.
Commercial Overview
To support our revenue model, our commercial drivers are to partner with more Publishers and Resellers. We also maintain a direct-to-end user customer base.
Publishers
We have existing commercial agreements with diversified media organizations who wish to increase their online audience reach. Our technology improves the online search prominence of their publications, which the media organizations themselves are able to monetize on their online publishing “mastheads”. On June 22, 2023 we announced the signing of an agreement with a prominent U.S.-based diversified media company to sell our Keystone technology to its portfolio of clients that advertise on their media assets. While no revenues were generated in the year ended June 30, 2023 as a result of this agreement, we expect significant revenues to be recognized in the year ending June 30, 2024 and future periods.
We also partner with data aggregation companies who provide citation management services whereby their business users are able to centrally manage their advertised business profile across multiple online directories, search engines, applications and maps. Data aggregation companies connect to our Publishing API, to facilitate automated bulk publishing to one or more of our owned directories. We currently collectively publish on our Hotfrog directory property more than 8 million business profiles originated from data aggregation companies.
During the year ended June 30, 2023, revenues from our data aggregation partners grew 34.1% to A$871,502 (2022: A$649,937) due to the net new increase in the number of partners connected to our Publishing API. Advertising revenues across our network of directory properties remained steady at A$313,882 (2022: A$314,513).
As a result of enhancements made to our Publishing API in June 2023, we have extended the functionality for our data aggregation partners to re-purpose the business profile data they provide to us to additionally produce our Local SEO products for resale. We are currently undergoing live trials of this solution with two long standing clients, both of whom are data aggregation companies.
We are also optimistic about the potential of applying Proximity Networks towards our own online directory properties. Our strategy is to increase both the number of pages as well as the search prominence of those pages with an expectation of increased search impressions, leading to increased advertising revenues.
Resellers
An important component of our business model includes creating a sales network by leveraging resellers who supply our products and services to their end-user client base. Our resellers typically manage many business profiles, ranging from a few dozen for smaller agencies, to several thousand for mid-sized agencies, to hundreds-of-thousands or even millions for Publishers. By initially engaging with these types of channel partners, we reduce upfront sales and marketing costs and gain access to large client bases where there is a strong existing client relationship with a trusted service provider.
Our resellers obtain pricing which is typically at a discount to suggested retail pricing. We invoice the reseller and support them through our customer success team. Our resellers are responsible for invoicing their end user clients and maintaining those relationships. Under this model, we believe we can achieve revenue growth without a proportionate increase in costs since our solutions are generally digital in nature and highly scalable with minimal marginal production cost.
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In some markets, we engage master resellers, which are resellers that that have the rights to appoint resellers within their own network. In these cases, the master reseller appoints customers both directly and via their reseller network.
During the year ended June 30, 2023, revenues from our reseller sales channel grew 15.5% to A$2,229,913 (2022: A$1,929,836). The growth was comparatively modest as our strategy was to simply maintain existing reseller customers while we completed the development of our newer range of products incorporating our Entity-based technologies. Selling the Entity-based technologies to new resellers would avoid confusion and reduce support and maintenance costs for both ourselves and our resellers.
Direct-to-End Users
Historically, we have built (organically and via acquisitions) a direct-to-end user customer base. While our current strategic focus is to grow our Publisher and Reseller channels, our Direct channel still remains significant. During the year ended June 30, 2023, revenues in this segment increased 47.6% to A$1,961,396 (2022: A$1,328,403). The growth is mainly attributed to an increase in customers and subscriptions in Australia and North America.
Growth Strategy
Our main objectives are to rapidly expand our reseller channel network, primarily in the North American and Australian markets, and through automation, expand their uptake. We also intend to accelerate our data acquisition activities and data synchronization projects to maximize the addressable market within our ecosystem to which we can apply our Technology.
Our growth strategy is to:
| 1. | Leverage our existing substantial databases of small businesses and digital agencies to automate the production of high performing landing pages to drive both subscription and advertising revenues. | |
| 2. | Deliver API access to data partners including directories, citation management companies and large media agencies to scale the delivery of highly optimized landing page solutions in key markets. | |
| 3. | Grow our reseller base in North American and APAC markets to deliver a network effect of growth of end customers using our products. | |
| 4. | Deploy leading edge SEO solutions to resellers to ensure we are delivering innovative solutions that are rapid to deploy and rapid to take effect. | |
| 5. | Continue to refine our local, national and brand focused SEO products to ensure we stay ahead of the market in terms of automated SEO offerings delivered by SaaS. |
In addition, we will:
| ● | increase the velocity of data synchronization projects with database owners, online directories, SEO agencies and citation management companies to enable more resellers to market and sell our products directly from the resellers’ own administration dashboards; | |
| ● | undertake acquisitions of relevant digital agencies, online directories and databases to grow the number of business profiles within our network and marketing control, which has the potential to increase the number of direct clients that subscribe to our products; | |
| ● | complete a major data migration project to unify all current business profiles across our disparate online publishing network, thereby enabling streamlined customer management, sales and marketing; | |
| ● | increase the production of niche business directories utilizing our own technology to target high value business categories to generate advertising and subscription revenues; | |
| ● | enhance the scale of our existing commercial partners; | |
| ● | further develop our technology and its capabilities; and | |
| ● | upgrade and implement new internal systems and reporting to support our anticipated growth and any increased commercial activities. |
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We intend to seek additional staffing and resources as needed to assist in implementing these key objectives, secure new commercial contracts and service our existing client base, particularly in engineering, marketing and design to help grow the business and facilitate this commercialization strategy.
We plan to generate increased revenues through existing partnerships and also through securing new commercial partnerships. We also plan to explore new acquisitions and business initiatives, which expand both our client base and the capabilities of our technology and solutions in both existing and new markets.
We plan to target clients who own or manage large online databases and are seeking to reduce their operating costs, increase their organic traffic and increase revenues from advertising and lead generation solutions. Accordingly, the type of commercial partners that we are targeting include online directory publishers, data management companies, digital agencies, large media companies and domain registrars.
We plan to continue our ongoing maintenance, development and enhancement of our technology to ensure it meets consumer demand and remains compliant with new and emerging technologies and data protection laws.
Competition
We compete against various companies to attract and engage users, some of which are larger and have greater brand name recognition, longer operating histories, larger marketing budgets and established customer relationships, access to larger customer bases and significantly greater resources for the development of their solutions. In addition, we may face potential competition from participants in adjacent markets that may enter our markets by leveraging related technologies and partnering with or acquiring other companies or providing alternative approaches to provide similar results.
Furthermore, rival product offerings by existing and new competitors as well as technology developments by competitors may have an adverse impact on our business operations, financial performance and prospects as well as on the value and market price of our ordinary shares. This risk may influence our customer acquisition cost and customer lifetime value.
Given the recent advent of AI and chatbots, it is too early to properly assess its impact on how consumers search for online content and the effect this will have on us and our technology.
Intellectual Property
Our ability to establish and protect our core technology and intellectual property, including our software source code and copyright, is critical to our success. We rely on a combination of patents, trade secrets, including know-how, and contractual rights to establish and protect our proprietary rights in our technology. A component of the underlying technology on which our technology is built is patented in the United States (Patent Number US 9286274), which will remain in effect until January 27, 2035. In addition, we enter into confidentiality and non-disclosure agreements with our employees and business partners. The agreements we enter into with our employees also provide that all software, inventions, developments, works of authorship and trade secrets created by them during the course of their employment are our property.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to our Business and Industry—If we fail to adequately protect our proprietary rights, our competitive position could be impaired and we may lose valuable assets, generate reduced revenue, and incur costly litigation to protect our rights.”
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C. Organizational Structure
We commenced activities in April 2009. The chart below illustrates our organizational structure, including the dates and jurisdictions of incorporation. As of the date hereof, Moboom USA Inc. has ceased operations and remained dormant during the year. We intend to formally close the company at an appropriate time.
D. Property, Plants and Equipment
We are headquartered in Perth, Australia where we lease and occupy for office space approximately 603 square meters (approximately 6,490 square feet) as of the date of this Annual Report. The current lease term expires in November 2026, and we believe that our existing facilities are generally adequate to meet our current of future needs, but we expect to seek additional space as needed to accommodate future growth.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
Overview
We are an Australian company currently focused on commercializing our Software as a Service (SaaS) online Search Engine Optimization (SEO) technology (“Technology”). Our Technology publishes search engine optimized web pages using a combination of data integrations and generative AI (“Content”) and our “Entity Based” SEO technology and know-how (“Site Structure”). Once the Content and Site Structure is integrated with our Technology, the production of search engine optimized web pages is largely automated which enables the Company to scale production. Based on our testing and those in production, these web pages are highly likely to appear prominently in search engine results pages (“SERP”) for search keywords relevant to those web pages, more rapidly than alternative solutions.
Fundamental to each of our search solutions are the landing pages created through our Technology; each of which are configured for a specific use case. Our landing pages contain features that would otherwise require significant manual effort to achieve or the application of additional and more expensive solutions. For instance, in order to achieve superior SERP rankings we optimize our landing pages to enable search engines to detect and understand the relevant page content based on a specific “Entity”. We also automatically incorporate other contributing factors affecting SERP rankings include page speed, accessibility security, and unique quality content, for which we are able to leverage generative artificial intelligence (“AI”).
We also operate a Publishing division, which includes ownership of Hotfrog, a global online business directory, and three additional Australian-focused directories, AussieWeb.com.au (“AussieWeb”), PinkPages.com.au (“PinkPages”) and SuperPages.com.au (“SuperPages”). Combined, these directory assets contain more than 46 million business listings and an email database of approximately 245,000 subscribers.
A. Operating Results
Revenue. We derive substantially all of our revenue from license subscription fees earned from customers using our technology as well as from data and advertising fees earned from customers publishing their content on our digital property network.
Operating Expenses. The most significant components of operating expenses are personnel costs, which consist of salaries, benefits, bonuses and commissions. We also incur other non-personnel costs related to our general overhead expenses. We plan to continue investing in sales and marketing by increasing our sales and marketing headcount, expanding our sales channels and building our brand awareness. We expect our sales and marketing expenses to continue to increase in absolute dollars for the foreseeable future as we expand our sales and marketing efforts, although these expenses may fluctuate as a percentage of our total revenue from period to period depending on the timing of these expenses and, over the longer term, we expect them to decline as a percentage of revenue as we scale our business. Following the completion of our initial public offering in March 2022, we have incurred additional expenses as a result of operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a national securities exchange, costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and increased expenses for insurance, investor relations and professional services.
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Comparison of the Years Ended June 30, 2023 and 2022
The following table sets forth information concerning our operating results for the years ended June 30, 2023 and 2022:
| Year Ended June 30, | ||||||||
| 2023 A$ | 2022 | |||||||
| Revenue | 5,376,693 | 4,222,689 | ||||||
| Other income | 993,493 | 1,298,499 | ||||||
| Technology expense | (1,718,974 | ) | (1,805,432 | ) | ||||
| Employee benefits expense | (5,267,246 | ) | (4,411,926 | ) | ||||
| Occupancy expense | (113,572 | ) | (66,365 | ) | ||||
| Advertising expense | (318,492 | ) | (414,012 | ) | ||||
| Consultancy expense | (874,638 | ) | (1,691,544 | ) | ||||
| Depreciation and amortization expense | (1,355,170 | ) | (852,361 | ) | ||||
| Other expenses | (213,051 | ) | (245,079 | ) | ||||
| Impairment of financial assets | (295,262 | ) | (376,606 | ) | ||||
| Operating loss | (3,786,219 | ) | (4,342,137 | ) | ||||
| Financial cost | (105,367 | ) | (748,190 | ) | ||||
| Loss before income tax | (3,891,586 | ) | (5,090,327 | ) | ||||
| Income tax expense | - | - | ||||||
| Loss for the year | (3,891,586 | ) | (5,090,327 | ) | ||||
| Other comprehensive income | (23,010 | ) | (48,453 | ) | ||||
| Total comprehensive loss for the year | (3,914,596 | ) | (5,138,780 | ) | ||||
Revenue
| Year Ended June 30, | Change | |||||||||||||||
| 2023 A$ | 2022 A$ | A$ | % | |||||||||||||
| Revenue | 5,376,693 | 4,222,689 | 1,154,004 | +27.3 % | ||||||||||||
| Other income | 993,493 | 1,298,499 | (305,006 | ) | -23.7 4% | |||||||||||
Subscription revenues grew 26.8% to A$4,020,241 (2022: A$3,169,094). The increase in subscription revenues was modest compared to previous years as we did not aggressively pursue new business while we incorporated technologies acquired from Jimmy Kelley Digital into our developed Technology. As this was a significant upgrade that would have key technologies “baked-in” to improve page performance, reduce input errors and require lower maintenance, our preference was to wait for these new products to be available for commercial release in June 2023.
The intellectual property acquired from Jimmy Kelley Digital also provided us with a platform to access a new customer segment comprising SEO specialists who understand the benefits from the Company’s implementation of Entity-Based SEO. Approximately A$700,000 was derived from this segment during the relevant period post-acquisition, comprising both direct and channel partner customers.
Advertising revenues have remained steady at A$315,524 (2022: A$316,713). Given our technical focus on Platform upgrades, we reduced RD efforts related to the creation and publication of our proposed “decentralised” directories. That said, the Platform upgrade itself will serve as the foundation for further work to grow our directory network and associated advertising revenues.
Data revenues increased by 34.1% to A$871,502 (2022: A$649,937). The growth in Data revenues was due to the net new increase in the number of partners connected to our Publishing API during the year. While not having a significant financial impact during the year ended June 30, 2023, our recent Platform technology upgrade included enhancements to our Publishing API so that both are now in the same Locafy technology ecosystem. As a result, data partners will have the ability to programmatically create additional online assets for resale to their end user customers and potentially lead to increased demand for our subscription revenue products.
Other Income
Other income decreased by 23.4% to A$993,493 (2022: A$1,298,499) primarily due to the year ended June 30, 2022 including RD tax incentive grants for both the years ended June 30, 2022 and 2021, and a significantly lower foreign exchange gain during the year ended June 30, 2023, partially offset with a gain from the extinguishment of a liability.
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Operating Expenses
| Year Ended June 30, | Change | |||||||||||||||
| 2023 A$ | 2022 A$ | A$ | % | |||||||||||||
| Technology expense | (1,718,974 | ) | (1,805,432 | ) | 86,458 | -4.8 | % | |||||||||
| Employee benefits expense | (5,267,246 | ) | (4,411,926 | ) | (855,320 | ) | +19.4 % | |||||||||
| Occupancy expense | (113,572 | ) | (66,365 | ) | (47,207 | ) | +71.1 % | |||||||||
| Advertising expense | (318,492 | ) | (414,012 | ) | 95,520 | -23.1 | % | |||||||||
| Consultancy expense | (874,638 | ) | (1,691,544 | ) | 816,906 | -48.3 | % | |||||||||
| Depreciation and amortization expense | (1,355,170 | ) | (852,361 | ) | (502,809 | ) | +59.0 % | |||||||||
| Other expenses | (213,051 | ) | (245,079 | ) | 32,028 | -13.1 | % | |||||||||
| Impairment of financial assets | (295,262 | ) | (376,606 | ) | 81,344 | -21.6 | % | |||||||||
| Total Operating Expenses | (10,156,405 | ) | (9,863,325 | ) | (293,080 | ) | +3.0 % | |||||||||
During the year ended June 30, 2023, total operating expenses increased 3.0% primarily due to an increase in employment related expenses and an increase in amortization expenses, partially offset through lower consultancy expenses.
Technology expense. Technology expense includes the software and hosting services required to operate and maintain our platform, software that we use in the management of our broader operations, and third-party solutions that we may offer for resale. The decrease in technology expense for the year ended June 30, 2023 compared to the year ended June 30, 2022 is primarily attributed to a A$194,387 reduction in expenses related to third party “signals” software required in the delivery of our solutions, resulting from the conclusion of minimum purchasing commitments and partially offset by the A$120,813 increase in costs associated with the development and maintenance of new technologies acquired from Jimmy Kelley Digital.
Employee benefits expense. The most significant components of operating expenses are personnel costs, relating to our engagement of employees and contractors, together with associated expenses including recruitment, payroll taxes and insurances. Employee benefits expenses increased 19.4% to A$5,267,246 for the year ended June 30, 2023 (2022: A$4,411,926). The increase in expenses was mainly due to an increase in headcount during the first half of the year ended June 30, 2023. Through the acquisition of Jimmy Kelley Digital, we shifted our development efforts and streamlined all areas of the organization, in particular in sales and operations, leading to a significant reduction in employee and contractor expenses during the second half of the year ended June 30, 2023. At June 30, 2023, we had 34 employees globally (2022: 50). The year ended June 30, 2023 included A$460,603 in non-cash share-based payment expenses, which was primarily related to the issue of performance rights from prior years.
Occupancy expense. The increase in occupancy expenses for the year ended June 30, 2023 compared to the year ended June 30, 2022 was primarily due to a contractual increase in lease costs for our Perth office, the adoption of leased premises in connection with the acquisition of assets from Jimmy Kelley Digital, partially offset by the termination of short-term office premises.
Advertising expense. Advertising expenses decreased in the year ended June 30, 2023 as compared to the year ended June 30, 2022 primarily due to a reduction in trade show attendance and associated costs, together with the reduction in the engagement of marketing consultants.
Consultancy expense. Consultancy expense for the year ended June 30, 2023 was A$874,638 (2022: A$1,691,544) with the decrease primarily due to the costs associated with our initial public offering during the year ended June 30, 2022. However, the year ended June 30, 2023 included additional costs related to audit, compliance and investor relations.
Depreciation and amortization expense. The increase in depreciation and amortization expense to A$1,355,170 for the year ended June 30, 2023 (2022: A$852,361) was as a result of our acquisition of technology and other assets and our capitalization of development costs.
Other expenses. The movement in other expenses primarily related to a reduction in foreign exchange costs.
Impairment of financial assets. There was an increased focus on debtor collections during the year ended June 30, 2023, incorporating among other things, a greater involvement from account managers (e.g., linking commissions to collections), referrals to external debt collections agencies and the increased collection of customer credit card and direct debit details.
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Comparison of the Years Ended June 30, 2022 and 2021
The following table sets forth information concerning our operating results for the years ended June 30, 2022 and 2021:
| Year Ended June 30, | ||||||||
| 2022 A$ | 2021 A$ | |||||||
| Revenue | 4,222,689 | 2,191,425 | ||||||
| Other income | 1,298,499 | 788,258 | ||||||
| Technology expense | (1,805,432 | ) | (651,644 | ) | ||||
| Employee benefits expense | (4,411,926 | ) | (2,359,459 | ) | ||||
| Occupancy expense | (66,365 | ) | (52,219 | ) | ||||
| Advertising expense | (414,012 | ) | (67,575 | ) | ||||
| Consultancy expense | (1,691,544 | ) | (240,928 | ) | ||||
| Depreciation and amortization expense | (852,361 | ) | (397,506 | ) | ||||
| Other expenses | (245,079 | ) | (132,515 | ) | ||||
| Impairment of financial assets | (376,606 | ) | (14,690 | ) | ||||
| Operating loss | (4,342,137 | ) | (936,853 | ) | ||||
| Financial cost | (748,190 | ) | (58,913 | ) | ||||
| Loss before income tax | (5,090,327 | ) | (995,766 | ) | ||||
| Income tax expense | - | - | ||||||
| Loss for the year | (5,090,327 | ) | (995,766 | ) | ||||
| Other comprehensive income | (48,453 | ) | (1,653 | ) | ||||
| Total comprehensive loss for the year | (5,138,780 | ) | (997,419 | ) | ||||
Revenue
| Year Ended June 30, | Change | |||||||||||||||
| 2022
A$ | 2021
A$ | A$ | % | |||||||||||||
| Revenue | 4,222,689 | 2,191,425 | 2,031,264 | +92.6 % | ||||||||||||
| Other income | 1,298,499 | 788,258 | 510,241 | +64.7 % | ||||||||||||
Publishing: While revenues from our data aggregation partners grew modestly at 7.9% to A$649,937 for the year ended June 30, 2022 (2021: A$602,304), advertising revenues grew 77.5% to A$314,513 for the year ended June 30, 2022 (2021: A$177,126). The growth in advertising revenues was due to an expansion of online properties carrying advertising together with an improvement in on-page SEO, leading to higher page impressions. As we accelerate our creation of online properties using our core technologies, we expect advertising revenues to continue to grow strongly.
Direct: Historically, we have built (organically and via acquisitions) a direct-to-end user customer base. While our current strategic focus is to grow our channel partnerships, we still saw a 12.3% increase in direct-to-end user revenues to A$1,328,403 for the year ended June 30, 2022 (2021: A$1,183,025). The growth is mainly attributed to customers in Australia, New Zealand and Europe.
Channel: Our pursuit of a channel distribution strategy during the period resulted in 742.8% revenue growth to A$1,929,836 for the year ended June 30, 2022 (2021: A$228,970). This growth is mainly due to an increase in net new resellers and an increase in average sales volumes within those accounts. This type of growth exemplifies the multiplier effect that we anticipated by engaging with resellers and partners with an existing end-user customer base. We anticipate being able to reach a wider and larger number of end-user customers through this model. We offer tiered, volume-based discounts to our largest customers and in some cases, customers are contracted to some level of minimum revenue commitment. We are focused on developing the North American and Australian/New Zealand regions, which derived revenues for the year ended June 30, 2022 of A$884,383 (2021: A$15,897) and A$643,166 (2021: A$170,061), respectively.
Other Income
Other income primarily relates to funding through various Australian government grants and subsidies. Our main source of funding is through an RD Tax Incentive program, which for the year ended June 30, 2022 included both the actual cash received with respect to our claim for the year ended June 30, 2021 plus the cash funding estimated to be received with respect to claimable expenditure of A$757,609 for the year ended June 30, 2022 (2021: A$497,358). A further A$495,457 is attributed to unrealized foreign exchange gains primarily due to the Company holding significant U.S. Dollar financial assets combined with the appreciation of the U.S Dollar against the Australian Dollar. For the year ended June 30, 2022, we did not receive any government subsidies due to COVID-19 (2021: A$290,900).
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Operating Expenses
| Year Ended June 30, | Change | |||||||||||||||
| 2022
A$ | 2021
A$ | A$ | % | |||||||||||||
| Technology expense | (1,805,432 | ) | (651,644 | ) | (1,153,788 | ) | +177.0 % | |||||||||
| Employee benefits expense | (4,411,926 | ) | (2,359,459 | ) | (2,052,467 | ) | +86.9 % | |||||||||
| Occupancy expense | (66,365 | ) | (52,219 | ) | (14,146 | ) | +27.0 % | |||||||||
| Advertising expense | (414,012 | ) | (67,575 | ) | (346,437 | ) | +512.6 % | |||||||||
| Consultancy expense | (1,691,544 | ) | (240,928 | ) | (1,450,616 | ) | +602.0 % | |||||||||
| Depreciation and amortization expense | (852,361 | ) | (397,506 | ) | (454,855 | ) | +114.4 % | |||||||||
| Other expenses | (245,079 | ) | (132,515 | ) | (112,564 | ) | +84.9 % | |||||||||
| Impairment of financial assets | (376,606 | ) | (14,690 | ) | (361,916 | ) | +2,463.6 % | |||||||||
| Total Operating Expenses | (9,863,325 | ) | (3,916,536 | ) | (5,946,789 | ) | +151.8 % | |||||||||
During the year ended June 30, 2022, operating expenses broadly increased due to our expanding commercial operations.
Technology expense. Technology expense includes the software and hosting services required to operate and maintain our platform, software that we use in the management of our broader operations, and third-party solutions that we may offer for resale, typically as part of a bundled solution. The increase in technology expense for the year ended June 30, 2022 compared to the year ended June 30, 2021 is mainly attributed to the increase in the sales of our bundled “Proximity” solutions, which incorporates an element of third-party software.
Employee benefits expense. The most significant components of operating expenses are personnel costs, relating to our engagement of employees and contractors, together with associated expenses including recruitment, payroll taxes and insurances. Employee benefits expenses increased 86.9% to A$4,411,926 for the year ended June 30, 2022 (2021: A$2,359,459) due to our increased number of employees as we expand our capabilities across all of our functional areas (i.e., sales, marketing, operations and RD). At June 30, 2022, we had 50 employees globally (2021: 21).
Occupancy expense. The increase in occupancy expenses for the year ended June 30, 2022 compared to the year ended June 30, 2021 was primarily due to the renewal of our short-term office premises for a longer comparative period.
Advertising expense. Advertising expenses increased significantly for the year ended June 30, 2022 compared to the year ended June 30, 2021 due to a greater focus on brand and product awareness. With the lifting of global travel restrictions previously imposed due to COVID-19, we attended more tradeshows and similar sales and marketing opportunities. We expect our sales and marketing expenses to remain steady in the near term as we become more targeted in securing new business while working with existing customers to increase their average spend.
Consultancy expense. Consultancy expense for the year ended June 30, 2022 was A$1,691,544 (2021: A$240,928) with the increase primarily due to the costs associated with our initial public offering and listing of our ordinary shares and warrants on Nasdaq in March 2022.
Depreciation and amortization expense. The increase in depreciation and amortization expense to A$852,361 for the year ended June 30, 2022 (2021: A$397,506) was as a result of our acquisition of databases and the re-commencement of our program to capitalize development costs due to the stronger nexus between our RD efforts and the commercialization of the developed technologies.
Other expenses. With the easing of travel restrictions due to COVID-19, the increase in other expenses was primarily due to an increase in travel and related expenses.
Impairment of financial assets. Historically, we have not experienced any significant recoverability issues with respect to our accounts receivable, however, during the year ended June 30, 2022, we saw a higher level of delinquent accounts and bad debts leading to a higher provision for bad and doubtful debts. We attribute this to a decline in the broader global economic environment and in some cases delays in customer implementations. We have taken steps to improve operational efficiencies, including installing a platform upgrade allowing for easier product ordering, implementations and the ability for customers to supply credit card details as a payment method. We believe these changes will assist with our controls to reduce accounts receivable ageing and improve collections.
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B. Liquidity and Capital Resources
Overview
Since our inception and through June 30, 2023, we have financed our operations and capital expenditures primarily through cash flows generated by operations and sales of our equity securities. From our inception in 2009 through to June 30, 2023, we have raised in excess of A$47 million of equity capital.
Comparison of the Years Ended June 30, 2023 and 2022
The following table shows our cash, accounts receivable and working capital as of the dates indicated:
| As at June 30, | ||||||||
2023 | 2022 | |||||||
| Cash and cash equivalents | 3,174,700 | 4,083,735 | ||||||
| Accounts receivable, net | 1,288,513 | 1,203,249 | ||||||
| Current liabilities | (3,773,625 | ) | (2,917,209 | ) | ||||
| Working capital (1) | 689,588 | 2,369,775 | ||||||
(1)Working capital is defined as current assets less current liabilities.
The table below presents our cash flows for the periods indicated:
| Years Ended June 30, | ||||||||
2023 |
2022 |
|||||||
| Net cash used by operating activities | (2,260,971 | ) | (4,240,436 | ) | ||||
| Net cash used by investing activities | (1,619,616 | ) | (2,005,531 | ) | ||||
| Net cash from financing activities | 2,853,276 | 9,183,513 | ||||||
| Net increase/(decrease) in cash and cash equivalents | (1,027,310 | ) | 2,937,547 | |||||
| Net foreign exchange difference | 118,275 | 495,457 | ||||||
Operating Activities
For the year ended June 30, 2023, net cash used by operating activities was A$2,260,971, attributable to a net loss of A$3,891,586 adjusted for non-cash movements totaling A$997,998 in operating cash flows before movements in working capital as well as a net cash inflow from cash generated from operations of A$632,728. Operating cash flows before movements in working capital of A$997,998 consisted of A$1,355,171 in depreciation and amortization expenses, A$304,345 in share-based payments, A$295,263 from expected credit losses, A$533,119 from expected RD tax incentives and other rebates, A$282,489 gain on liability extinguishments and A$141,284 in net foreign exchange gains.
For the year ended June 30, 2022, net cash used by operating activities was A$4,240,436, attributable to a net loss of A$5,090,327 adjusted for non-cash movements totaling A$1,704,373 in operating cash flows before movements in working capital as well as a net cash outflow from cash generated from operations of A$854,482. Operating cash flows before movements in working capital of A$1,704,373 consisted of A$852,361 in depreciation and amortization expenses, A$359,544 in share-based payments, A$369,844 from expected credit losses, A$666,534 in implied interest expense related to convertible notes, and A$543,910 in net foreign exchange gains.
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Investing Activities
For the years ended June 30, 2023 and 2022, net cash used by investing activities was A$1,619,616 and A$2,005,531, respectively, attributable to A$1,617,446 and A$1,615,192, respectively, in cash payments for the purchase of intellectual property and further cash payments of A$2,170 and A$390,339, respectively, for the purchase of property, plant and equipment.
Financing Activities
For the year ended June 30, 2023, net cash from financing activities was A$2,853,276, of which A$2,892,449 was from the issuance of shares, partially offset by A$6,500 from the net repayment of borrowings and A$32,673 reduction in leasing liabilities.
For the year ended June 30, 2022, net cash from financing activities was A$9,183,513, of which A$9,340,432 was from the issuance of shares, partially offset by A$97,500 from the net repayment of borrowings and A$59,419 reduction in leasing liabilities.
At The Market Offering Agreement with H.C. Wainwright Co., LLC
On May 18, 2023, we entered into an at the market offering agreement (the “Sales Agreement”) with H.C. Wainwright Co., LLC (“Wainwright”), as sales agent, under which we may offer and sell, from time to time, through Wainwright, our ordinary shares pursuant to an effective shelf registration statement on Form F-3, as amended (File No. 333-272066), declared effective by the SEC on June 1, 2023 and related prospectus supplement. Wainwright acts as our sales agent on a commercially reasonable efforts basis, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of Nasdaq. If expressly authorized by us, Wainwright may also sell our ordinary shares in privately negotiated transactions. Wainwright is entitled to compensation at a fixed placement fee of 3.0% of the gross sales price of our ordinary shares made pursuant to the Sales Agreement. We have no obligation to sell any ordinary shares pursuant to the Sales Agreement, and may at any time suspend sales pursuant to the Sales Agreement. As of June 30, 2023, we have sold 245,010 ordinary shares under the Sales Agreement at a at a weighted average exercise price of $9.14 per share, which resulted in net proceeds of approximately $2,168,910 to us, after deducting sales commissions and expenses payable by us.
Together with our existing cash and cash equivalents, anticipated funds received from improved sales and cost savings from operations, including from a reduction in excess staffing requirements and technologies, we believe will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We may seek additional funds at any time through equity, equity linked or debt financing arrangements. Our future capital requirements and the adequacy of available funds will depend on many factors, including those described in the section of this Annual Report captioned “Risk Factors”. We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all.
Off-Balance Sheet Arrangements
We have not engaged in any off-balance sheet financing arrangements and do not have any holdings in variable interest entities. We do not have any contingent assets or liabilities.
Recently Issued Accounting Pronouncements
The Group has considered the implications of all new or amended Accounting Standards and Interpretations issued by the International Accounting Standard Board (IASB) that are mandatory for the current reporting period. The adoption of these standards do not have significant impact on the financial performance or position of the Group.
Any new amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Standards and Interpretations Issued but not yet Effective
At the date of authorization of the financial statements, the Group has not applied the following new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective:
| New or revised requirement | Description | Effective | ||
| AASB 2020-1 | Classification of Liabilities as Current or Non-current | January 1, 2023 | ||
| AASB 2021-2 Disclosure of Accounting Policies and Definition of Accounting Estimates | AASB 7 Financial Instruments AASB 101 Presentation of Financial Statements AASB 108 Accounting Policies AASB 134 Interim Financial Reporting AASB Practice Statement 2 Making Materiality Judgements |
January 1, 2023 | ||
| AASB 2021-5 | Deferred Tax related to Assets and Liabilities arising from a Single Transaction | January 1, 2023 | ||
| AASB 2014-10 | Sale or Contribution of Assets between an Investor and its Associates or Joint Venture | January 1, 2025 |
The amendments to the individual Standards may be applied early, separately from the amendments to the other Standards, where feasible.
We do not anticipate that the amendments will have a material impact on the Group but may change the disclosure of accounting policies included in the financial statements.
Contractual Obligations
Our future minimum payments under non-cancelable contracts were as follows as of June 30, 2023:
| Contractual Obligations | Payment due by period | |||||||||||||||||||
| Total | Less than 1 year | 1–3 years | 3–5 years | More than 5 years | ||||||||||||||||
| Short-Term Debt Obligations (1) | A$ | 301,600 | A$ | 301,600 | A$ | - | A$ | - | A$ | - | ||||||||||
| Lease Payments(2) | 417,743 | 85,165 | 269,843 | 62,735 | - | |||||||||||||||
| Purchase Obligations (3) | 137,855 | 126,284 | 11,571 | - | - | |||||||||||||||
| Total | A$ | 857,198 | A$ | 513,049 | A$ | 281,414 | A$ | 62,735 | A$ | - | ||||||||||
| (1) | Relate to unsecured notes which we would seek to repay. |
| (2) | We lease our corporate head office in Perth, Australia under an operating lease arrangement that expires November 20, 2026. The terms of the lease agreement provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over the lease periods. |
| (3) | Amounts consist of purchase obligations with certain vendors to provide products and services for operating purposes. |
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The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. We do not have any capital lease obligations and all of our property, equipment and software have been purchased with cash.
We enter into agreements in the normal course of business with vendors for products and services for operating purposes which are cancellable at any time by us. These payments are not included in this table of contractual obligations.
Quantitative and Qualitative Disclosure About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rate risk.
Interest Rate Risk
As of June 30, 2023, we had cash and cash equivalents of A$3,174,700. We have limited exposure to interest rate risk. Our exposure to market interest rates relates primarily to short-term deposits. Our cash and cash equivalents are not locked into long-term deposits at fixed rates so as to mitigate the risk of earning interest below the current floating rate. We do not have any credit facilities bearing variable interest rates or that allow lenders to reset the interest rate or the basis for the interest rate.
Foreign Currency Exchange Rate Risk
As a result of services provided by third parties in the United States, Canada and Europe, we incur financial assets and liabilities in foreign currency denominated transactions that are affected by movements in the applicable exchange rate. We do not enter into any hedging transactions, although trade receivables and cash at banks held in foreign currency denominations provide a partial natural hedge against liabilities to be settled in foreign currencies. We are primarily exposed to foreign exchange risk inherent in U.S. dollar-denominated contracts related to our commercialization and acquisition activities. As of June 30, 2023 and June 30, 2022, we had a net exposure to the U.S. dollar of A$2,032,889 and A$3,212,072, respectively, primarily in cash and cash equivalents. An appreciation of the Australian dollar against the U.S. dollar by 10% would have increased our operating loss for the year ended June 30, 2023 by A$952,682 and increased our operating loss for the year ended June 30, 2022 by A$292,006, while a depreciation would have increased our operating loss for the year ended June 30, 2023 by A$478,018 and would have decreased our operating loss by A$321,207 for the year ended June 30, 2022. As we continue our commercialization and acquisition activities, we expect to face continued exposure to exchange rate risk from the U.S. dollar. There was minimal or insignificant exposure to the Euro, Great British Pound or to the Canadian dollar during the years ended June 30, 2023 and 2022.
C. Research and Development, Patents and Licenses
In March 2016, we were granted a patent in the United States (Patent Number US 9286274) relating to the process of taking structured data provided in standard technical formats (for example, XML, JSON, CSV and XLS) of any quantity, to be published to any web browser and made accessible on any viewing device that uses a browser to display content, including smart phones, tablets, laptops, desktops and wearables (in so far as the content from data feeds can be published on a myriad of devices). Data may be transmitted via Web API, FTP or local upload. We have continued research and development of our core technologies to further enhance its performance and extend their applicable commercial use cases.
D. Trend Information
The market for AI, including “chatbots”, machine learning, and generative AI workloads is an intensely competitive and rapidly evolving market, and our future financial performance may depend on our ability to adapt to, and capture new spending, in this market. If more consumers utilize AI and AI-related technology to search for online content, or if we do not successfully integrate AI with our solutions and products or integrate AI with our solutions as rapidly or effectively as other competitors within our industry, search traffic volumes through traditional search engines may decline, and our solutions and products may not compete as effectively with AI or other available solutions, which may in turn have a negative impact on our business and financial condition.
Other than as disclosed in this section and elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
E. Critical Accounting Estimates
Not applicable.
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| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. Directors and Senior Management
The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this Annual Report. The address for our directors and executive officers is c/o Locafy Limited, 246 Churchill Avenue, Subiaco, Western Australia 6008, Australia.
| Name | Age | Position(s) | ||
| Gavin Burnett | 54 | Chief Executive Officer and Managing Director | ||
| Melvin Tan | 46 | Chief Financial Officer and Executive Director | ||
| Collin Visaggio | 62 | Chairman of the Board and Non-Executive Director | ||
| Ranko Matic | 55 | Non-Executive Director | ||
| Andrea Betti(1) | 51 | Non-Executive Director |
(1) Ms. Betti was appointed to the board of directors on March 23, 2023.
There are no family relationships between any of our directors or members of senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which any of our directors or members of senior management were selected to be a director or member of senior management.
Senior Management and Key Employees
Gavin Burnett, Chief Executive Officer and Managing Director
Mr. Burnett founded Locafy (f/k/a Moboom Limited) and has served as our Chief Executive Officer and Managing Director since 2009. Prior to 2009, Mr. Burnett has more than a decade of digital media experience and has held senior executive positions in ASX-listed media organizations where he was responsible for the development of core digital assets through to their commercialization. Mr. Burnett has been the recipient of numerous industry awards including WA Technology Product of the Year 2004 and twice finalist in Ernst Young’s Entrepreneur of the Year 2003 2004. He holds a Bachelor of Commerce from Curtin University.
Melvin Tan, Chief Financial Officer and Executive Director
Mr. Tan has served as our Chief Financial Officer since May 2012 and served as a member of our board of directors since August 2016. Mr. Tan has held senior finance roles in technology companies for the majority of his career, and has experience in growing businesses organically and through strategic acquisitions. Mr. Tan worked as a finance executive in both public and private companies as well as a public accounting firm. He is a Fellow Certified Practicing Accountant (FCPA), Fellow Governance Institute Australia (FGIA/FCIS) and holds Bachelor Degrees in Law and Commerce from The University of Western Australia (LLB, BCom).
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Non-Employee Directors
Collin Visaggio, Chairman of the Board and Non-Executive Director
Mr. Visaggio has served as a member of our board of directors and chairperson since August 2017. Mr. Visaggio has 34 years of experience in corporate leadership, strategy, financing and governance. He was formerly the Chief Financial Officer of InterOil Corporation, a company he listed on the New York Stock Exchange in March 2009. Collin previously held senior business positions within Woodside Petroleum and BP Australia. He also served on the board of directors of Santa Maria Ladies College from 2004 to March 2010, including as Chairman for four of those years. He has a Bachelor of Business from Curtin University and a Master’s Degree in Business Administration from Murdoch University.
Ranko Matic, Non-Executive Director
Mr. Matic has served as a non-executive director on our board of directors since June 2022. Mr. Matic is a Chartered Accountant with over 30 years of experience in financial and executive management, accounting, audit, business and corporate advisory. Mr. Matic is a director of a chartered accounting firm and a corporate advisory company based in Perth and has specialist expertise and exposure in areas of audit, corporate services, due diligence, mergers and acquisitions, and valuations. Mr. Matic is a non-executive director of Panther Metals Limited (ASX: PNT), Cavalier Resources Limited (ASX: CVR) and Lycaon Resources Limited (ASX: LYN) and formerly a non-executive director of Australia Gold Copper Limited (ASX: AGC) and Argosy Minerals Limited (ASX: AGY).
Andrea Betti, Non-Executive Director
Ms. Betti has served as a non-executive director on our board of directors from March 23, 2023. Ms. Betti is an accounting and corporate governance professional with over 25 years’ experience in accounting, corporate governance, finance and corporate banking. Andrea has a Bachelor of Commerce, Graduate Diploma in Corporate Governance, Graduate Diploma in applied Finance and Investment and a Masters of Business Administration. She is a member of the Institute of Chartered Accountants in Australia and New Zealand and an associate member of the Governance Institute of Australia. Ms. Betti is currently a director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies based in Perth and has specialist expertise and exposure in areas of corporate governance, accounting, corporate services, initial public offerings and due diligence. Ms. Betti has also acted as Non-Executive Director, Chief Financial Officer and Company Secretary for companies in the private and public listed sector and continues to hold various roles in this capacity with publicly listed companies. Ms. Betti is currently a non-executive director of Argosy Minerals Metals Limited (ASX: AGY).
The board of directors continually assesses its composition and skills matrix to consider the addition of board and management resources our business develops and grows.
We are aware of the need to have sufficient management to properly supervise our operations. As our activities require an increased level of involvement, the board of directors will look to appoint additional management, consultants or other contractors when and where appropriate to ensure proper management of our activities.
B. Compensation
Compensation Philosophy
The goal of our compensation program is to attract, retain and motivate our employees and executives. Our board of directors is responsible for setting our executive compensation and establishing corporate performance objectives. In considering executive compensation, the board strives to ensure that our total compensation is competitive within the industry in which we operate and supports our overall strategy and corporate objectives. The combination of base salary, annual incentives and long-term incentives that we provide our executive officers is designed to accomplish this. Our board of directors considers the implications of the risks associated with our compensation policies and practices. For additional details regarding the relevant education and experience of our board of directors see “Item 6—Directors, Senior Management and Employees—A. Directors and Senior Management”.
Components of Compensation Package
There are two major components of our executive compensation program:
| ● | base salary; and |
| ● | variable-performance based compensation, consisting of: |
| ● | annual, discretionary cash bonuses based on a comparison of individual and corporate performance to pre-set goals and objectives; and |
| ● | long-term incentives, consisting of grants of long-term stock performance rights. |
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Executive Compensation Practices
The objective of the board of directors when determining compensation to be paid to our senior executives is to ensure that the level and form of compensation: (a) attracts and retains talented, qualified, experienced and effective executives consistent with the general sector; (b) motivates the short and long-term performance of these executives; (c) reflects our current state of development; (d) reflects our performance and financial status; (e) reflects individual performance; and (f) aligns the interests of the executives with our overall business objectives and the interests of our shareholders.
In addition to industry trends, the board of directors considers a variety of other factors it considers relevant and appropriate when assessing compensation policies and practices for director and executive compensation levels. These factors include the long-range interests of our business and our shareholders, the implications of the risks associated with our compensation policies and practices in light of our financial performance, our overall financial and operating performance and the board of directors’ assessment of each executive’s individual achievements, performance and contribution toward meeting corporate objectives.
Assessments to determine executive compensation are made through board discussion. To ensure our executive compensation is appropriate and competitive, the board of directors will typically review the compensation practices on an annual basis but may also conduct reviews on an ad hoc basis as the need arises. We have not retained any third-party advisors to conduct compensation reviews of our pay levels and practices. We aim to provide compensation that is competitive with companies at a similar stage of development; however, no formal benchmark group of companies is established.
We have adopted both short-term and long-term incentive plans. These plans are available to our directors, key employees, including officers, and consultants, as determined by our board of directors.
Base Salary
Base salaries for our named executive officers are evaluated and established to provide a reasonable amount of non-contingent remuneration in order to retain executives with experience and skills required to achieve our strategic and organizational goals. In determining base salaries, the board of directors references salary levels in the industry and location in which we operate, the individual’s experience level, the scope and complexity of the position held, and the level of expertise and capabilities demonstrated by and expected by the executive officers.
Bonuses
The board of directors considers, on an annual basis, discretionary cash bonuses to reward extraordinary performance during the preceding fiscal year which has led to our milestones, strategic transactions, or capital raising achievements. The discretionary bonuses are intended to provide a short-term incentive for executive officers to meet our goals, as well as to remain competitive within the industry. In determining whether a bonus will be awarded, the board of directors considers such factors as the executive’s performance over the past year, our achievements in the past year and the executive’s role in effecting such achievements, after taking into account our financial and operating performance.
The board of directors determines performance bonus payments based on the results achieved as compared to targets established for a particular fiscal year.
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Variable-Performance Based Compensation
The board of directors considers long-term performance incentive awards and stock performance rights to be an important component of executive compensation. Under our Incentive Performance Rights Plan (the “Performance Rights Plan”) adopted by us, executive officers may be provided with long-term incentives consisting of grants of long-term stock performance rights. The objective of providing long-term incentives is to encourage our executive officers to acquire an ownership interest in us over a period of time, which is intended to align the interests of executive officers with the interests of shareholders while discouraging excessive risk taking. In granting long-term incentives, the board of directors considers past grants offered to executive officers under the Performance Rights Plan as well as other factors. The board of directors retains the discretion to declare who may be eligible to receive long-term stock performance rights and to, by resolution, amend or add to all or any of the provisions of the Performance Rights Plan, or the terms or conditions of any long-term stock performance rights granted under the Performance Rights Plan, including giving any amendment retrospective effect, amongst others. Continued service is attached to the vesting of the long-term stock performance rights, unless otherwise resolved by the board of directors.
Summary of Compensation
The following table provides information about the compensation awarded to, earned by or paid to each of our directors and executive officers for the year ended June 30, 2023.
| Short term | Post- employment | Other term | Share-based payments(1) | |||||||||||||||||||||||||
Salary fees A$ | Cash A$ | Annual A$ | Super- A$ | Long A$ | Performance A$ | Total A$ | ||||||||||||||||||||||
| Non-Employee Directors | ||||||||||||||||||||||||||||
| Collin Visaggio | - | - | - | - | - | 106,667 | 106,667 | |||||||||||||||||||||
| Ranko Matic | 66,000 | - | - | - | - | - | 66,000 | |||||||||||||||||||||
| Andrea Betti(4) | 16,452 | - | - | - | - | - | 16,452 | |||||||||||||||||||||
| Executive Officers and Directors | ||||||||||||||||||||||||||||
| Gavin Burnett | 366,542 | - | (51,384 | ) | 38,487 | (49,811 | ) | 366,828 | 670,662 | |||||||||||||||||||
| Melvin Tan | 207,692 | - | (87,313 | ) | 21,808 | (33,720 | ) | 165,856 | 274,323 | |||||||||||||||||||
| Executive Officers | ||||||||||||||||||||||||||||
| David Penner(5) | 149,710 | 7,324 | - | - | - | 20,000 | 177,034 | |||||||||||||||||||||
| Michael Watkins(6) | 89,529 | - | (13,668 | ) | 7,592 | (814 | ) | 8,889 | 91,528 | |||||||||||||||||||
| Total | 895,925 | 7,324 | (152,365 | ) | 67,887 | (84,345 | ) | 668,240 | 1,402,666 | |||||||||||||||||||
| (1) | The fair value of the performance rights is calculated at the date of grant in accordance with IFRS 2 Share Base Payments for non-market performance conditions. The value disclosed is the portion of the grant-date fair value of the performance rights recognized as an expense in each reporting period. |
| (2) | Represents accounting adjustments for accrued annual leave. |
| (3) | In accordance with AASB 119 Employee Benefits, long service leave is classified as other long-term employee benefits. |
| (4) | Appointed as a director of our board of directors on March 23, 2023. |
| (5) | Former Chief Technology Officer. Mr. Penner’s employment with us ceased on December 30, 2022. |
| (6) | Former Chief Operating Officer. Mr. Watkins’s employment with us ceased on October 27, 2022. |
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Details of performance rights held by our directors and senior management for the year ended June 30, 2023 are set forth below.
| Held
at July 1, 2022(1) | Granted
as compensation(2) | Exercised | Lapsed | Forfeited | Other changes | Held
at June 30, 2023 | Vested during the year | Vested
and exercise- able at June 30, 2023 | ||||||||||||||||||||||||||||
| Collin Visaggio | 11,932 | 7,150 | - | - | - | - | 19,082 | - | - | |||||||||||||||||||||||||||
| Ranko Matic | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Andrea Betti(3) | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Gavin Burnett | 41,384 | 6,322 | - | - | - | - | 47,706 | - | - | |||||||||||||||||||||||||||
| Melvin Tan | 43,041 | 11,249 | - | - | - | - | 54,290 | - | - | |||||||||||||||||||||||||||
| Total | 96,357 | 24,721 | - | - | - | - | 121,078 | - | - | |||||||||||||||||||||||||||
| (1) | On December 7, 2022, our shareholders authorized at an extraordinary general shareholders’ meeting, the Reverse Share Split. Issued and outstanding performance rights have been adjusted on a 1-for-20 basis. The number of performance rights following the split are reflected in the table above. |
| (2) | In order to preserve cash and to reduce debt, the directors agreed to apply a portion of unpaid entitlements and director’s fees as at June 30, 2023 towards acquiring performance rights. The number of performance rights issued was based upon a price of $7.46 per Performance Right; which was calculated by applying the 30-day volume weighted average price per ordinary share ended June 23, 2023 and a AUD:USD exchange rate of $0.6670; the 30-day average rate ended June 23, 2023 (published by the Reserve Bank of Australia). |
| (3) | Held at appointment date of March 23, 2023. |
Executive Employment, Consulting and Management Arrangements and Termination and Change in Control Benefits
Following is a summary description of material terms of compensation awarded to, earned by, paid or payable to our named executive officers pursuant to agreements or arrangements.
Gavin Burnett, Chief Executive Officer and Managing Director
On January 1, 2020, we entered into an Executive Agreement with Gavin Burnett (the “Burnett Agreement”) pursuant to which Mr. Burnett is serving as our Chief Executive Officer and Managing Director. The Burnett Agreement will continue on an ongoing basis, unless terminated earlier in accordance with its terms. Pursuant to the Burnett Agreement, we will pay Mr. Burnett A$328,500 per annum, inclusive of superannuation and exclusive of any short-term incentives, long term incentives or bonus entitlements. Under the Burnett Agreement, if certain short-term incentive milestones are achieved within the required time frame, Mr. Burnett will be eligible to receive a percentage increase to his base salary. In addition, if 100 to 125 percent of certain Gross Revenue Targets (as defined in the Burnett Agreement) are reached by certain dates, Mr. Burnett will be eligible to receive increases to his base salary, as specified in the Burnett Agreement.
In the event that Mr. Burnett is terminated under certain circumstances, notwithstanding such termination, if targets are ultimately met for the fiscal year during which the termination occurred, Mr. Burnett shall be entitled to receive a cash bonus that is prorated for the number of days Mr. Burnett was employed during that fiscal year.
The Burnett Agreement contains other terms and conditions considered standard for an agreement of this nature.
Melvin Tan, Chief Financial Officer and Executive Director
On January 1, 2020, we entered into an Executive Agreement with Melvin Tan (the “Tan Agreement”) pursuant to which Mr. Tan is serving as our Chief Financial Officer. The Tan Agreement will continue on an ongoing basis, unless terminated earlier in accordance with its terms. Pursuant to the Tan Agreement, we will pay Mr. Tan A$219,000 per annum, inclusive of superannuation and exclusive of any short-term incentives, long term incentives or bonus entitlements. Under the Tan Agreement, if certain short-term incentive milestones are achieved within the required time frame, Mr. Tan will be eligible to receive a percentage increase to his base salary. In addition, if 100 to 125 percent of certain Gross Revenue Targets (as defined in the Tan Agreement) are reached by certain dates, Mr. Tan will be eligible to receive increases to his base salary, as specified in the Tan Agreement.
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In the event that Mr. Tan is terminated in certain circumstances, notwithstanding such termination, if targets are ultimately met for the fiscal year during which the termination occurred, Mr. Tan shall be entitled to receive a cash bonus that is prorated for the number of days Mr. Tan was employed during that fiscal year.
The Tan Agreement contains other terms and conditions considered standard for an agreement of this nature.
C. Board Practices
Our board of directors currently consists of five directors. Our board of directors will facilitate its exercise of independent supervision over management by ensuring that a majority of its members are “independent”. Under our Constitution, at each annual general meeting, one-third of the directors, other than the Managing Director, or if their number is not a multiple of three, then the number nearest to one-third (rounded upwards in case of doubt) of the directors must retire. The following table provides the beginning and expiration of each director’s term as of June 30, 2023:
| Name | Beginning of Term | Expiration of Term | ||||
| Gavin Burnett | N/A | N/A | ||||
| Melvin Tan | December 28, 2022 | At the 2024 annual general meeting | ||||
| Colin Visaggio | January 31, 2022 | At the 2023 annual general meeting | ||||
| Ranko Matic | December 28, 2022 | At the 2024 annual general meeting | ||||
| Andrea Betti | March 23, 2023 | At the 2023 annual general meeting |
Notwithstanding the above, no director, other than the Managing Director, shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election. The current Managing Director of the board of directors is Gavin Burnett.
A retiring director remains in office until the relevant shareholder meeting and will be eligible for re-election at that meeting.
Meetings of Directors
Our board of directors is responsible for our stewardship and for providing oversight as to the management of our business and affairs, including providing guidance and strategic oversight to management by, among other things:
| ● | appointing our Chief Executive Officer; | |
| ● | developing the corporate goals and objectives that our Chief Executive Officer is responsible for meeting, and reviewing the performance of our Chief Executive Officer against such corporate goals and objectives; | |
| ● | taking steps to satisfy itself as to the integrity of our Chief Executive Officer and other executive officers and that our Chief Executive Officer and other executive officers create a culture of integrity throughout the organization; | |
| ● | reviewing and approving our Code of Conduct and Ethics and reviewing and monitoring compliance with the Code of Conduct and Ethics and our enterprise risk management processes; | |
| ● | adopting a strategic planning process to establish objectives and goals for our business and reviewing, approving, and modifying, as appropriate, the strategies proposed by management to achieve such objectives and goals; and | |
| ● | reviewing and approving material transactions not in the ordinary course of business. |
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Foreign Private Issuer Status
We are a “foreign private issuer” under SEC and Nasdaq rules, which also exempts us, as well as our directors, executive officers and 10% shareholders, from certain requirements that apply to U.S. public companies and their directors, executive officers and 10% shareholders. See “Item 3. Key Information—D. Risk Factors—We are a “foreign private issuer” and may have disclosure obligations that are different from those of U.S. domestic reporting companies. As a foreign private issuer, we are subject to different U.S. securities laws and rules than a domestic U.S. issuer, which could limit the information publicly available to our shareholders.”
Board Committees
In light of our size and nature, we believe that the current size of the board of directors is a cost effective and practical method of directing and managing us. As our activities develop in size, nature and scope, the size of the board, the formation of board committees and the implementation of additional corporate governance policies and structures will be reviewed.
To assist with the effective discharge of its duties, our board of directors has established an Audit and Risk Committee. The Audit and Risk Committee operates under a charter approved by our board of directors, which sets forth the purposes and responsibilities of the Audit and Risk Committee as well as qualifications for committee membership, committee structure and operations and committee reporting to our board of directors
Audit and Risk Committee
The members of our Audit and Risk Committee are Collin Visaggio, Ranko Matic and Andrea Betti. Our board of directors has determined that each of Mr. Visaggio, Mr. Matic and Ms. Betti satisfies the independence requirements under Nasdaq listing standards and Rule 10A-3(b)(1) of the Exchange Act. The chairperson of our Audit and Risk Committee is Colin Visaggio. Our board of directors has determined that each of Mr. Visaggio, Mr. Matic and Ms. Betti is an “audit committee financial expert” within the meaning of SEC regulations. Each member of our Audit and Risk Committee can read and understand fundamental financial statements in accordance with applicable requirements. In arriving at these determinations, our board of directors has examined each member’s scope of experience and the nature of his or her employment.
The Audit and Risk Committee’s duties are specified in our Audit and Risk Committee Charter, and include, but are not limited to:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; | |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; | |
| ● | discussing the annual audited financial statements with management and the independent auditors; | |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; | |
| ● | reviewing and approving all proposed related party transactions; | |
| ● | annually reviewing and reassessing the adequacy of our Audit and Risk Committee Charter; | |
| ● | meeting separately and periodically with management and the independent auditors; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
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Compensation Committee
We rely upon the exemption available to foreign private issuers under the Nasdaq listing rules with respect to the determination of the compensation of our Chief Executive Officer and other executive officers in lieu of forming a compensation committee consisting entirely of independent directors (or the determination of such compensation solely by the independent members of our board of directors). In lieu of a compensation committee, the remuneration of an executive director is decided by our board of directors, without the affected executive director participating in that decision-making process.
The total maximum remuneration of non-executive directors is initially set by the Constitution and subsequent variation is by ordinary resolution of shareholders in general meeting in accordance with the Constitution and the Corporations Act, as applicable. The determination of non-executive directors’ remuneration within that maximum will be made by the board of directors having regard to the inputs and value to us of the respective contributions by each non-executive director. The current amount has been set at an amount not to exceed A$300,000 per annum.
Where agreed by the board of directors, directors are also entitled to be paid reasonable travel, hotel and other expenses incurred by them respectively in or about the performance of their duties as directors.
A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our board of directors or any committee on which he or she serves, such director may be required to remove himself or herself from the meeting while discussions and voting with respect to the matter are taking place.
Our board of directors reviews and approves the remuneration policy to enable us to attract and retain executives and directors who will create value for shareholders having consideration to the amount considered to be commensurate for a company of its size and level of activity as well as the relevant directors’ time, commitment and responsibility. Our board of directors is also responsible for reviewing any employee incentive and equity-based plans including the appropriateness of performance hurdles and total payments proposed.
Nominating Committee
Our board of directors does not have a nominating committee, as director nominees are presented by our board of directors to our shareholders based upon the nominations made by the board of directors itself. We rely upon the exemption available to foreign private issuers under the Nasdaq listing rules related to independent director oversight of nominations to our board of directors and the adoption of a formal written charter or board resolution addressing the nominations process.
Board Diversity
The table below provides certain information regarding the diversity of our board of directors as of the date of this Annual Report. Additional biographical information of our directors and executive officers is set forth above under “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management”.
| Board Diversity Matrix | |
| Country of Principal Executive Offices: | Australia |
| Foreign Private Issuer | Yes |
| Disclosure Prohibited under Home Country Law | No |
| Total Number of Directors | 5 |
| Female | Male | Non- Binary | Did Not Disclose Gender | |||||||||
| Part I: Gender Identity | ||||||||||||
| Directors | 1 | 4 | 0 | 0 | ||||||||
| Part II: Demographic Background | ||||||||||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | |||||||||||
| LGBTQ+ | 0 | |||||||||||
| Did Not Disclose Demographic Background | 5 |
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Code of Conduct
We have adopted a Code of Conduct and Ethics applicable to all of our directors, officers and employees. We post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct and Ethics. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of, this Annual Report.
Monitoring Compliance with the Code of Conduct and Ethics
Our board of directors is responsible for reviewing and evaluating the Code of Conduct and Ethics periodically and will make any necessary changes thereto. Our board of directors is also charged with the monitoring of compliance with the Code of Conduct and Ethics and will be responsible for considering any waivers of the Code of Conduct and Ethics.
Interests of Directors
A director who has a material interest in a matter before our board of directors or any committee on which he or she serves is required to disclose such interest as soon as the director becomes aware of it. In situations where a director has a material interest in a matter to be considered by our board of directors or any committee on which he or she serves, such director may be required to excuse himself or herself from the meeting while discussions and voting with respect to the matter are taking place. Directors will also be required to comply with the relevant provisions of the Corporations Act regarding conflicts of interest and any material personal interest in a matter that relates to our affairs. Under the Corporations Act, we may be required to obtain approval of shareholders before providing certain financial benefits to directors, unless an exemption set out in the Corporations Act applies.
Complaint Reporting and Whistleblower Policy
In order to foster a climate of openness and honesty in which any concern or complaint pertaining to a suspected violation of the law, our Code of Conduct and Ethics or any of our policies or any unethical or questionable act or behavior, the board of directors will adopt a whistleblower policy that requires that our employees promptly report such violation or suspected violation. In order to ensure that violations or suspected violations can be reported without fear of retaliation, harassment or an adverse employment consequence, our whistleblower policy will contain procedures that are aimed to facilitate confidential, anonymous submissions by our employees.
D. Employees
As of June 30, 2023, we had 34 full time employees and contractors. Of these employees, 22 were employed in Australia, 5 in the Philippines, 3 in the United States, 4 in other countries. These employees are engaged in technical development, sales and marketing, customer support, finance, legal, human resources and general management. We rely upon and engage consultants on a contract basis to provide services, management and personnel who assist us to carry on our technical development, administrative, shareholder communication and marketing activities.
E. Share Ownership
Information regarding the ownership of our ordinary shares by our directors and executive officers is set forth in “Item 7.A—Major Shareholders” of this Annual Report.
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| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. Major Shareholders
The following table indicates information as of the date of this Annual Report regarding the beneficial ownership of our ordinary shares for:
| ● | each person who is known by us to beneficially own 5% or more of our ordinary shares; | |
| ● | each named executive officer; | |
| ● | each of our directors; and | |
| ● | all of our directors and executive officers as a group. |
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules provide that beneficial ownership includes ordinary shares issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable or convertible within 60 days of September 30, 2023. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. As of July 11, 2023, we had 985 record holders of our ordinary shares, with 420 record holders in Australia, representing 60.6% of our outstanding ordinary shares, and 502 record holders in the United States, representing 20.5% of our outstanding ordinary shares. The address for our directors and executive officers is c/o Locafy Limited, 246 Churchill Avenue, Subiaco, Western Australia 6008, Australia. As of June 30, 2023, there were 1,276,248 ordinary shares issued and outstanding.
| Name of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Shares Outstanding | ||||||
| Named Executive Officers and Directors: | ||||||||
| Gavin Burnett | 176,526 | (1) | 13.8 | % | ||||
| Melvin Tan | 74,671 | (2) | 5.9 | % | ||||
| Collin Visaggio | 33,201 | (3) | 2.6 | % | ||||
| Ranko Matic | 1,930 | * | % | |||||
| Andrea Betti | - | - | ||||||
All Current Executive Officers and Directors as a Group (5 persons) | 286,328 | (1)(2)(3) | 22.4 | % | ||||
| * | Represents beneficial ownership of less than 1% | |
| (1) | Excluding 47,706 ordinary shares underlying certain unvested and contingent performance rights. | |
| (2) | Excluding 54,290 ordinary shares underlying certain unvested and contingent performance rights. | |
| (3) | Excluding 19,082 ordinary shares underlying certain unvested and contingent performance rights. |
We are not controlled by another corporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known to us which would result in a change in control of us at a subsequent date.
B. Related Party Transactions
Agreements with Executive Officers
Director and Senior Management Compensation
For a description of our agreements with our executive officers, please see “Item 6. Directors, Senior Management and Employees—B. Compensation”.
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Indemnification Agreements
Our Constitution provides that, except to the extent prohibited by law including under the Corporations Act, we will indemnify every person who is or has been an officer of the Company against any liability (other than conduct involving a lack of good faith on the part of the officer) incurred by that person as an officer. This includes any liability incurred by that person in their capacity as an officer of our subsidiary where we requested that person to accept that appointment.
We have entered into Deeds of Indemnity, Insurance and Access (the “Indemnity Deeds”) with each of our directors. Under the Indemnity Deeds, we have agreed to indemnify (to the maximum extent permitted by law and our Constitution, subject to certain specified exceptions) each director against certain liabilities incurred in their capacity as our or our subsidiaries’ director and any and all costs and expenses relating to such a claim or to any notified event incurred by such director, including costs and expenses reasonably and necessarily incurred to mitigate any liability for such a claim or any claim which may arise from such a notified event.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
C. Interests of Experts and Counsel
Not applicable.
| ITEM 8. | FINANCIAL INFORMATION |
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements” of this Annual Report for the consolidated financial statements and other financial information.
Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. We are not currently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Dividend Policy
We have never declared or paid any dividends on our ordinary shares or any of our other securities. We currently intend to retain any
future earnings to finance the growth and development of our business, and we do not anticipate that we will declare or pay any cash
dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our board of directors
and will be dependent upon our financial condition, results of operations, capital requirements, restrictions under any future indebtedness
and other factors the board of directors deems relevant.
B. Significant Changes
A discussion of significant changes since June 30, 2023 is provided under Item 5 of this Annual Report and is incorporated herein by reference.
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| ITEM 9. | THE OFFER AND LISTING |
A. Offer and Listing Details
Our ordinary shares and warrants are listed on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively.
B. Plan of Distribution
Not applicable.
C. Markets
Our ordinary shares and warrants are listed on Nasdaq under the symbols “LCFY” and “LCFYW”, respectively. There can be no assurance that our ordinary shares and warrants will remain listed on Nasdaq.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
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| ITEM 10. | ADDITIONAL INFORMATION |
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We were incorporated on April 23, 2009 under the name Gumiyo Australia Pty Ltd. under the Corporations Act and on January 14, 2021, we changed our name to Locafy Limited. The following description of the material terms of our Constitution is a summary and does not purport to be complete. It should be read in conjunction with our Constitution, attached as Exhibit 1.1 to this Annual Report, and certain sections of the Corporations Act.
Since we are governed by the laws of Australia, some of the laws affecting our shareholders differ from those of the United States. See “Item 3. Key Information—D. Risk Factors—’We are governed by the corporate laws of Australia which in some cases have a different effect on shareholders than the corporate laws of the United States and may have the effect of delaying or preventing a change in control’”.
Australian law does not limit the authorized share capital that may be issued by a corporation and does not recognize the concept of par value. Subject to our Constitution, the Corporations Act, and the rules governing the listing of our securities on Nasdaq, our directors are entitled to issue shares in our capital, grant options over unissued shares, and settle the manner in which fractions of a share are to be dealt with. The directors may decide the persons to whom, and the terms on which, shares are issued or options are granted as well as the rights and restrictions that attach to those shares or options subject to our Constitution, the Corporations Act and the rules governing the listing of our securities on the Nasdaq.
Ordinary shares
Voting Rights
Each holder of our ordinary shares is entitled to receive notice of and to be present, to vote and to speak at general meetings. Subject to any rights or restrictions attached to any shares, on a show of hands each holder of ordinary shares present has one vote and, on a poll, one vote for each fully paid share held, and for each partly paid share, a fraction of a vote equivalent to the proportion to which the share has been paid up. Voting may be in person or by proxy, attorney or representative.
No business, the election of a chairman and the adjournment of the meeting, shall be transacted at any general meeting unless a quorum is present comprising two shareholders present in person, by proxy, attorney or representative.
Dividend Rights
Holders of our ordinary shares are entitled to receive such dividends as may be declared by the directors, subject to and in accordance with the Corporations Act, the rights of any preference shareholders and to the rights of the holders of any shares created or raised under any special arrangement as to dividend. If the directors determine that a final or interim dividend is payable, it is (subject to the terms of issue on any shares or class of shares) paid on all shares proportionate to the amount for the time being paid on each share. Dividends may be paid by cash, electronic transfer, or any other method as the board determines.
The directors have the power to capitalize and distribute the whole or part of the amount from time to time standing to the credit of any reserve account or the profit and loss account or otherwise available for distribution to shareholders, subject to any rights or restrictions for the time being attached to any class or class of shares. The capitalization and distribution must be in the same proportions which the shareholders would be entitled to receive if distributed by way of a dividend.
Subject to the rules of Nasdaq, the directors may pay a dividend out of any fund or reserve or out of profits derived from any source.
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Variation of Class Rights
The Corporations Act provides that if a company has a constitution that sets out the procedure for varying or cancelling rights attached to shares in a class of shares, those rights may be varied or cancelled only in accordance with the procedure.
The rights attached to our ordinary shares may only be varied with the consent in writing of members holding at least three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class. Any variation of rights will be subject to the Corporations Act.
Rights of Non-Resident or Foreign Shareholders
There are no specific limitations in the Corporations Act which restrict the acquisition, ownership, or disposal of shares in an Australian company by non-resident or foreign shareholders. The Foreign Acquisitions and Takeovers Act 1975 (Cth) regulates investment in Australian companies and may restrict the acquisition, ownership, and disposal of our ordinary shares by non-resident or foreign shareholders.
Below is a reconciliation of the number of ordinary shares outstanding from June 30, 2022 through June 30, 2023:
| Number of Ordinary shares | ||||
| Ordinary shares outstanding at June 30, 2022 | 20,528,803 | |||
| Consolidation of ordinary shares due to Reverse Share Split | (19,497,565 | ) | ||
| Shares issued from capital raises | 245,010 | |||
| Ordinary shares outstanding at June 30, 2023: | 1,276,248 | |||
Rights and Restrictions on Classes of Shares
Subject to the Corporations Act, rights attaching to our ordinary shares are detailed in our Constitution. Our Constitution provides that any of our ordinary shares may be issued with preferred, deferred or other special rights or restrictions, whether in relation to dividends, voting, return of share capital, payment of calls or otherwise as the board may determine from time to time. Except as provided by contract or by our Constitution to the contrary, all unissued shares are under the control of the board which may grant options on the ordinary shares, allot or otherwise issue the ordinary shares on the terms and conditions and for the consideration it deems fit. Currently our outstanding share capital consists of only one class of ordinary shares.
Dividend Rights
The board may from time to time determine to pay dividends to shareholders. All unclaimed dividends may be invested or otherwise made use of by the board for our benefit until claimed or otherwise disposed of in accordance with our Constitution, except as otherwise provided by statute.
Voting Rights
Under our Constitution, each holder of our ordinary shares is entitled to receive notice of and to be present, to vote and to speak at general meetings. Subject to any rights or restrictions attached to any shares, on a show of hands each holder of ordinary shares present has one vote and, on a poll, one vote for each fully paid share held, and for each partly paid share, a fraction of a vote equivalent to the proportion to which the share has been paid up.
Under Australian law, shareholders of a public company with more than one member are not permitted to approve corporate matters by written consent. Our Constitution does not provide for cumulative voting.
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Pursuant to the Corporations Act, our board of directors must convene a general meeting if requested to do so by shareholders with at least 5% of the votes that may be cast at the general meeting or members with at least 5% of the votes that may be cast at a general meeting may call, and arrange to hold, a general meeting.
Generally, only items of business included in the relevant notice of meeting (or any supplementary notice) would be considered and voted on at general meetings.
Right to Share in our Profits
Subject to the Corporations Act (which contains no overriding provisions as of the filing of this Annual Report) and pursuant to our Constitution, our shareholders are entitled to participate in our profits only by payment of dividends. The board may from time to time determine to pay dividends to the shareholders.
Rights to Share in the Surplus in the Event of Liquidation
Our Constitution provides for the right of shareholders to participate in a surplus in the event of our liquidation. In certain circumstances, any division may be otherwise than in accordance with the legal rights of the contributories, and in particular, our creditors and any other class of security holders may be given preferential or special rights or may be excluded altogether or in part from participation in a surplus in the event of liquidation.
If our business is wound up, the liquidator may, with the authority of a special resolution, divide among the shareholders in kind the whole or any part of our property of, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders.
The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability.
Redemption Provisions
Under our Constitution and subject to the Corporations Act (which contains no overriding provisions as of the date of filing of this Annual Report) we are able to:
| ● | redeem and cancel ordinary shares, subject to obtaining the necessary and prior shareholder approval; and | |
| ● | issue preference shares on the terms that they are, or may at our option be, liable to be redeemed, with or without shareholder approval. |
Shareholders’ Meetings
We must hold an annual general meeting within five months of the end of each fiscal year. Our end of fiscal year is currently June 30 each year. At the annual general meeting, shareholders typically consider the annual financial report, directors’ report and auditor’s report and vote on matters, including the election of directors and the appointment of the auditor (if necessary). We may also hold other meetings of shareholders from time to time. The annual general meeting must be held in addition to any other meetings which we may hold.
Unless applicable law or our Constitution requires a special resolution, a resolution of shareholders is passed if more than 50% of the votes at the meeting are cast in favor of the resolution by shareholders in person or proxy entitled to vote upon the relevant resolution. A special resolution is passed if the notice of meeting sets out the intention to propose the special resolution and it is passed if at least 75% of the votes at the meeting are cast by shareholders in person or proxy entitled to vote upon the relevant resolution.
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A special resolution usually involves more important questions affecting us as a whole or the rights of some or all of our shareholders. Special resolutions are required in a variety of circumstances under our Constitution and the Corporations Act, including without limitation:
| ● | to change our name; | |
| ● | to amend or repeal and replace our Constitution; | |
| ● | to approve the terms of issue of preference shares; | |
| ● | to approve the variation of class rights of any class of shareholders; | |
| ● | to convert one class of shares into another class of shares; | |
| ● | to approve certain buy backs of shares; | |
| ● | to approve a selective capital reduction of our shares; | |
| ● | to approve financially assisting a person to acquire our shares; | |
| ● | to change our company type; | |
| ● | with the leave of an authorized Australian court, to approve our voluntary winding up; | |
| ● | to confer on a liquidator, with either general or specific authority in respect of compensation arrangements of such liquidator; and | |
| ● | to approve an arrangement entered into between a company about to be, or in the course of being, wound up. |
Corporate Governance
Our Constitution
Our constituent document is a constitution, which is similar in nature to the by-laws of a company incorporated under the laws of a U.S. state. Our Constitution does not provide for or prescribe any specific objectives or purposes of Locafy. Our Constitution is subject to the terms of the Corporations Act. Our Constitution may be amended or repealed and replaced by special resolution of shareholders, which is a resolution passed by at least 75% of the votes cast by shareholders entitled to vote on the resolution.
Directors
Interested Directors
Except where permitted by the Corporations Act, a director who has a material personal interest in a matter that is being considered at a meeting of directors must not be present while the matter is being considered at the meeting or vote on that matter.
Unless a relevant exception applies under the Corporations Act, our directors are:
| ● | required to disclose all their and their associates’ holdings of our securities, any and all dealings in any of those securities and certain other interests; and | |
| ● | required to obtain prior shareholder approval of any provision of related party benefits to any of those directors or their associates. |
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Borrowing Powers Exercisable by Directors
Pursuant to our Constitution, the management and control of our business affairs are vested in our board of directors, subject to the Constitution and the Corporations Act. The board of directors has the power to raise or borrow money. The board of directors may also charge any of our property or business or any uncalled capital and may issue debentures or give any other security for any of our debts, liabilities or obligations or of any other person, in each case, in the manner and on terms it deems fit.
Retirement of Directors
Under our Constitution, at each annual general meeting one-third of the directors, other than the Managing Director, or if their number is not a multiple of three, then the number nearest to one-third (rounded upwards in case of doubt) of the directors must retire.
Notwithstanding the above, no director, other than the Managing Director, shall hold office for a period in excess of 3 years, or until the third annual general meeting following his or her appointment, whichever is the longer, without submitting himself for re-election.
A retiring director remains in office until the relevant shareholder meeting and will be eligible for re-election at that meeting.
Access to and Inspection of Documents
Inspection of our records is governed by our Constitution and the Corporations Act. Any shareholder of the Company has the right to inspect or obtain copies of our share register on the payment of any prescribed fee required by us. Our books containing the minutes of general meetings will be kept at our registered office and will be open to inspection of members at all times when the office is required to be open to the public. Generally other corporate records, including minutes of directors’ meetings, financial records and other documents, are not open for inspection by shareholders (who are not directors). Where a shareholder is acting in good faith and an inspection is deemed to be made for a proper purpose, a shareholder may apply to the court to make an order for inspection of our books.
Takeovers – Change of Control
Takeovers of Australian public companies, such as Locafy, are regulated by the Corporations Act, which prohibits the acquisition of a “relevant interest” in issued voting shares in a company if the acquisition will lead to that person’s or someone else’s voting power in the company increasing from 20% or below to more than 20% or increasing from a starting point that is above 20% and below 90%, subject to a range of exceptions.
Generally, a person will have a relevant interest in securities if the person:
| ● | is the holder of the securities; | |
| ● | has power to exercise, or control the exercise of, a right to vote attached to the securities; or | |
| ● | has the power to dispose of, or control the exercise of a power to dispose of, the securities, including any indirect or direct power or control. |
If, at a particular time, a person has a relevant interest in issued securities and the person:
| ● | has entered or enters into an agreement with another person with respect to the securities; | |
| ● | has given or gives another person an enforceable right, or has been or is given an enforceable right by another person, in relation to the securities (whether the right is enforceable presently or in the future and whether or not on the fulfillment of a condition); | |
| ● | has granted or grants an option to, or has been or is granted an option by, another person with respect to the securities; | |
| ● | the other person would have a relevant interest in the securities if the agreement were performed, the right enforced or the option exercised; or | |
| ● | the other person is taken to already have a relevant interest in the securities. |
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There are a number of exceptions to the above prohibition on acquiring a relevant interest in issued voting shares above 20%. In general terms, some of the more significant exceptions include:
| ● | acquisition relating to takeover bids; | |
| ● | when shareholders approve the takeover by resolution passed at general meeting; | |
| ● | an acquisition by a person of no more than 3% in any 6 month period; or | |
| ● | when the acquisition results from the issue of securities under a pro rata rights issue. |
Breaches of the takeovers provisions of the Corporations Act are criminal offenses. The Australian Securities and Investment Commission (“ASIC”) and the Australian Takeovers Panel have a wide range of powers relating to breaches of takeover provisions, including the ability to make orders canceling contracts, freezing transfers of, and rights attached to, securities, and forcing a party to dispose of securities. There are certain defenses to breaches of the takeover provisions provided in the Corporations Act.
Foreign Ownership Regulation
There are no limitations on the rights to own securities imposed by our Constitution. However, the Foreign Acquisitions and Takeovers Act 1975 (Cth) and Foreign Acquisitions and Takeovers Regulations 2015, (together, “Australia’s Foreign Investment Regime’), regulates certain types of acquisitions by ‘foreign persons’ of equity interests in Australian companies and acquisitions and proposed acquisitions of shares and voting power in Australian companies.
Under Australia’s Foreign Investment Regime, as currently in effect, foreign persons must make a mandatory notification to the Australian Federal Treasurer through the Foreign Investment Review Board (“FIRB”) and obtain receipt of a no objections notification from the Australian Federal Treasurer in the following circumstances (among others):
| ● | all foreign persons acquiring a ‘direct interest’ (generally an interest of 10% or more) of the shares in a company that is a ‘national security business’, regardless of value; | |
| ● | ‘foreign government investors’ acquiring a direct interest in the share of any company, regardless of value; and | |
| ● | ‘foreign persons’ that are not ‘foreign government investors’ acquiring a substantial interest (generally 20% or more) of the shares in a company which has a total asset value of A$281 million or more (or A$1,216 million or more in the case of investors incorporated in the US and ultimately owned by entities and persons within the US). |
At present, we do not have total assets of A$281 million and we are not a ‘national security business.
An entity is a ‘foreign government investor’ if it is:
| ● | a foreign government or separate government entity; or | |
| ● | a corporation, trust or limited partnership in which foreign government entities/separate government entities/ from: |
| ○ | a single country, together with associates, hold (directly or indirectly) an interest of 20% or more (including through actual or potential voting power); or | |
| ○ | multiple countries, together with associates, hold (directly or indirectly) interests of 40% or more in aggregate (including through actual or potential voting power) – provided the interest holders do not meet certain passive investor requirements. |
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Acquisitions thresholds take account of interests held by ‘associates’ and there are tracing rules that can apply. “Associates” is a broadly defined term under Australia’s Foreign Investment Regime and includes:
| ● | spouses, lineal ancestors and descendants, and siblings; | |
| ● | partners, officers of companies, the company or its subsidiaries; | |
| ● | their shareholders related through substantial shareholdings or voting power; | |
| ● | corporations whose directors are controlled by the person, or who control a person; | |
| ● | associations between trustees and substantial beneficiaries of trust estates; and | |
| ● | for foreign government investors, any foreign government investor from the same country. |
The Australian Federal Treasurer may prevent a proposed acquisition in the above categories or impose conditions on such acquisition if the Australian Federal Treasurer is satisfied that the acquisition would be contrary to the national interest. If a foreign person acquires shares or an interest in shares in an Australian company in contravention of Australia’s Foreign Investment Regime, the Australian Federal Treasurer may order the divestiture of such person’s shares or interest in shares in such company. The Australian Federal Treasurer may order divestiture pursuant to Australia’s Foreign Investment Regime if it is determined that the acquisition has resulted in that foreign person, either alone or together with other non-associated or associated foreign persons, controlling the company and that such control is contrary to the national interest. Criminal offences and civil penalties for breaches of Australia’s Foreign Investment Regime can apply to failing to give notification of certain acquisitions, undertaking certain acquisitions without a no objection notification or contravening a condition in a no objection notification.
Each foreign person seeking to acquire holdings in excess of the above caps (including their Associates, as the case may be) would need to complete an application form setting out the proposal and relevant particulars of the acquisition/shareholding. The Australian Federal Treasurer then has 30 days to consider the application and a further 10 days to notify the applicant of that decision. The decision period commences upon receipt of payment of the correct application fee. However, FIRB can request an extension of time. If the applicant does not consent to the extension, FIRB can issue an interim order preventing the foreign person from carrying out the proposed transactions and allowing FIRB a further 90 days to consider the application.
If we become a ‘foreign person’ under Australia’s Foreign Investment Regime due to levels of foreign ownership of our shares, we would be required to obtain the approval of the Australian Federal Treasurer for us, together with our associates, to undertake certain acquisitions of Australian entities, businesses and land.
C. Material Contracts
For a description of our material agreements, see “Item 4. Information on the Company—B. Business Overview”.
D. Exchange Controls
See “Item 10. Additional Information—B. Memorandum and Articles of Association—Foreign Ownership Regulation”.
E. Taxation
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of ordinary shares and IPO Warrants by U.S. Holders (as defined below). This discussion applies to U.S. Holders that purchase our ordinary shares and IPO Warrants pursuant to this Annual Report and hold such ordinary shares and IPO Warrants as capital assets. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (such as certain financial institutions, insurance companies, broker-dealers and traders in securities or other persons that generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities, retirement plans, regulated investment companies, real estate investment trusts, certain former citizens or residents of the United States, persons who hold our ordinary shares and IPO Warrants as part of a “straddle”, “hedge”, “conversion transaction”, “synthetic security” or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or through attribution 10% or more of the voting power of our ordinary shares, corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules under Section 451(b) of the Code, partnerships and other pass-through entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local or non-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences.
As used in this discussion, the term “U.S. Holder” means a beneficial owner of our ordinary shares and IPO Warrants that is, for U.S. federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (i) with respect to which a court within the United States is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of its substantial decisions or (ii) that has elected under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes.
If an entity treated as a partnership for U.S. federal income tax purposes holds our ordinary shares and IPO Warrants, the U.S. federal income tax consequences relating to an investment in our ordinary shares and IPO Warrants will depend in part upon the status and activities of such entity and the particular partner. Any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it and its partners of the purchase, ownership and disposition of our ordinary shares and IPO Warrants. Persons considering an investment in our ordinary shares and IPO Warrants should consult their own tax advisors as to the particular tax consequences applicable to them relating to the purchase, ownership and disposition of our ordinary shares and IPO Warrants, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.
Passive Foreign Investment Company Consequences
In general, a corporation organized outside the United States will be treated as a passive foreign investment company, or PFIC, for any taxable year in which either (1) at least 75% of its gross income is “passive income”, (the “PFIC income test”), or (2) on average at least 50% of its assets, determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income (the “PFIC asset test”). Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents, and gains from the sale or exchange of property that gives rise to passive income. Assets that produce or are held for the production of passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, and other assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
Section 1298(a)(4) of the Code provides that to the extent provided in regulations, if any person has an option to acquire stock in a PFIC, such stock shall be considered as owned by such person. Certain proposed regulations provide rules for treatment of options to acquire stock in a PFIC. It is not currently known if, when or the extent to which such proposed regulations will be finalized and become effective. The discussion below assumes that regulations relating to options to acquire PFIC stock will become effective and would apply to the IPO Warrants. Each prospective investor is urged to consult with its own tax advisor about the tax consequences of holding IPO Warrants if we are classified as a PFIC.
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Although we do not believe that we will be a PFIC for the tax year ending June 30, 2023, our determination is based on an interpretation of complex provisions of the law, which are not addressed in a significant number of administrative pronouncements or rulings by the Internal Revenue Service (the “IRS”). Accordingly, because PFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, there can be no assurance that we will not be a PFIC for the current taxable year. Because we may continue to hold a substantial amount of cash and cash equivalents, and because the calculation of the value of our assets may be based in part on the value of our ordinary shares, which may fluctuate considerably, we may be a PFIC in future taxable years. Even if we determine that we are not a PFIC for a taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challenge our position. Our status as a PFIC is a fact-intensive determination made on an annual basis. Accordingly, our U.S. counsel expresses no opinion with respect to our PFIC status and also expresses no opinion with regard to our expectations regarding our PFIC status.
If we are a PFIC in any taxable year during which a U.S. Holder owns our ordinary shares and IPO Warrants, the U.S. Holder could be liable for additional taxes and interest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greater than 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for our ordinary shares and IPO Warrants, and (2) any gain recognized on a sale, exchange or other disposition, including a pledge, of our ordinary shares and IPO Warrants, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distribution or gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our ordinary shares and IPO Warrants. The amount allocated to the current taxable year (i.e., the year in which the distribution occurs or the gain is recognized) and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year. The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, as applicable, as ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, will be added to the tax.
If we are a PFIC for any year during which a U.S. Holder holds our ordinary shares and IPO Warrants, we must generally continue to be treated as a PFIC with respect to that holder for all succeeding years during which the U.S. Holder holds our ordinary shares and IPO Warrants, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a “deemed sale” election with respect to our ordinary shares and IPO Warrants. If the election is made, the U.S. Holder will be deemed to sell our ordinary shares and IPO Warrants it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC, and any gain recognized from such deemed sale would be taxed under the PFIC excess distribution regime. After the deemed sale election, the U.S. Holder’s ordinary shares and IPO Warrants would not be treated as shares of a PFIC unless we subsequently become a PFIC.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares and IPO Warrants and one of our non-U.S. corporate subsidiaries is also a PFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the ordinary shares of the lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gain from the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributions or dispositions. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to our non-U.S. subsidiaries.
If we are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognized on our ordinary shares if such U.S. Holder makes a valid “mark-to-market” election for our ordinary shares. A mark-to-market election is available to a U.S. Holder only for “marketable stock”.
Our ordinary shares will be marketable stock as long as they remain listed on the Nasdaq and are regularly traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. If a mark-to-market election is in effect, a U.S. Holder generally would take into account, as ordinary income each year, the excess of the fair market value of our ordinary shares held at the end of such taxable year over the adjusted tax basis of such ordinary shares. The U.S. Holder would also take into account, as an ordinary loss each year, the excess of the adjusted tax basis of such our ordinary shares over their fair market value at the end of the taxable year, but only to the extent of the excess of amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’s tax basis in our ordinary shares would be adjusted to reflect any income or loss recognized as a result of the mark-to-market election. Any gain from a sale, exchange or other disposition of our ordinary shares in any taxable year in which we are a PFIC would be treated as ordinary income and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-market gains previously included in income) and thereafter as capital loss.
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A mark-to-market election will not apply to our ordinary shares for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any non-U.S. subsidiaries that we may organize or acquire in the future. Accordingly, a U.S. Holder may continue to be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs that we may organize or acquire in the future notwithstanding the U.S. Holder’s mark-to-market election for our ordinary shares.
The tax consequences that would apply if we are a PFIC would also be different from those described above if a U.S. Holder were able to make a valid qualified electing fund, or QEF, election. Because at this time we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a valid QEF election, prospective investors should assume that a QEF election will not be available.
Each U.S. person that is an investor of a PFIC is generally required to file an annual information return on IRS Form 8621 containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
The U.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our ordinary shares and IPO Warrants, the consequences to them of an investment in a PFIC, any elections available with respect to our ordinary shares and IPO Warrants and the IRS information reporting obligations with respect to the purchase, ownership and disposition of the ordinary shares and IPO Warrants of a PFIC.
Distributions
Subject to the discussion above under “Passive Foreign Investment Company Consequences”, a U.S. Holder that receives a distribution with respect to our ordinary shares generally will be required to include the gross amount of such distribution in gross income as a dividend when actually or constructively received to the extent of the U.S. Holder’s pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by a U.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’s ordinary shares. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s ordinary shares, the remainder will be taxed as capital gain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders should expect all distributions to be reported to them as dividends. Distributions on our ordinary shares that are treated as dividends generally will constitute income from sources outside the United States for foreign tax credit purposes and generally will constitute passive category income. Such dividends will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.
Dividends paid by a “qualified foreign corporation” are eligible for taxation for certain non-corporate U.S. Holders at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided certain requirements are met. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxable year (see discussion above under “Passive Foreign Investment Company Consequences”), we will not be treated as a qualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply. Each U.S. Holder is advised to consult its tax advisors regarding the availability of the reduced tax rate on dividends with regard to its particular circumstances.
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A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (a) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (b) with respect to any dividend it pays on our ordinary shares that are readily tradable on an established securities market in the United States. We believe that we qualify as a resident of Australia for purposes of, and are eligible for the benefits of, the U.S.-Australia Treaty, although there can be no assurance in this regard. Further, the IRS has determined that the U.S.-Australia Treaty is satisfactory for purposes of the qualified dividend rules and that it includes an exchange of information provision. Therefore, subject to the discussion above under “Passive Foreign Investment Company Consequences”, if the U.S.-Australia Treaty is applicable, such dividends will generally be “qualified dividend income” in the hands of individual U.S. Holders, provided that certain conditions are met, including holding period and the absence of certain risk reduction transactions. In addition, it is anticipated that our ordinary shares will qualify for the exception applicable to dividends from stock that is readily tradeable on an established securities market.
Sale, Exchange or Other Disposition of our Ordinary Shares and IPO Warrants
Subject to the discussion above under “Passive Foreign Investment Company Consequences”, a U.S. Holder generally will recognize capital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our ordinary shares and IPO Warrants in an amount equal to the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received) on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in our ordinary shares and IPO Warrants. Such capital gain or loss generally will be long-term capital gain taxable at a reduced rate for noncorporate U.S. Holders or long-term capital loss if, on the date of sale, exchange or other disposition, our ordinary shares and IPO Warrants were held by the U.S. Holder for more than one year. Any capital gain of a non-corporate U.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. Holder from the sale or other disposition of our ordinary shares and IPO Warrants generally will be gain or loss from sources within the United States for U.S. foreign tax credit purposes.
Exercise or Lapse of an IPO Warrant
Subject to the PFIC rules described above and except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss on the exercise of a warrant and related receipt of an ordinary share, except to the extent that cash is received in lieu of the issuance of a fractional ordinary share.
A U.S. Holder’s initial tax basis in the ordinary share received on the exercise of a warrant should be equal to the sum of (i) the U.S. Holder’s tax basis in the warrant plus (ii) the exercise price paid by the U.S. Holder on the exercise of the warrant. A U.S. Holder’s holding period for ordinary shares received on exercise of an IPO Warrant will commence on the date following the date of exercise of the IPO Warrant and will not include the period during which the U.S. Holder held the warrant.
The U.S. federal income tax treatment of a cashless exercise of warrants into ordinary shares is unclear, and the tax consequences of a cashless exercise could differ from the consequences upon the exercise of a warrant described in the preceding paragraph.
Due to the absence of clear authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance as to the tax treatment that would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences of a cashless exercise of our IPO Warrants.
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The exercise of an IPO Warrant for ordinary shares generally will not be a taxable event for the exercising U.S. Holder. A U.S. Holder will have a tax basis in the ordinary shares received on exercise of an IPO Warrant equal to the sum of the U.S. Holder’s tax basis in the IPO Warrant surrendered, reduced by any portion of the basis allocable to a fractional share, plus the exercise price of the IPO Warrant. A U.S. Holder generally will have a holding period in ordinary shares acquired on exercise of an IPO Warrant that commences on the date of exercise of the IPO Warrant.
Medicare Tax on Net Investment Income
Certain U.S. Holders who are individuals, estates or trusts are subject to an additional 3.8% U.S. federal income tax on all or a portion of their “net investment income,” which generally includes dividends (and constructive dividends) on the securities and net gains from the disposition of ordinary shares or IPO Warrants. U.S. Holders that are individuals, estates or trusts should consult their tax advisors regarding the applicability of the Medicare tax to them.
Information Reporting and Backup Withholding
U.S. Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our ordinary shares and IPO Warrants, including, among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). As described above under “Passive Foreign Investment Company Consequences”, each U.S. Holder who is a shareholder of a PFIC must file an annual report containing certain information. U.S. Holders paying more than $100,000 for our ordinary shares may be required to file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penalties may be imposed upon a U.S. Holder that fails to comply with the required information reporting.
Dividends on and proceeds from the sale or other disposition of our ordinary shares and IPO Warrants may be reported to the IRS unless the U.S. Holder establishes a basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate United States taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons. However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holder on a timely basis to the IRS.
U.S. Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.
EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR UNITS IN LIGHT OF THE INVESTOR’S OWN CIRCUMSTANCES.
CERTAIN AUSTRALIAN FEDERAL INCOME TAX CONSIDERATIONS
In this section, we discuss the material Australian income tax, stamp (or transfer) duty and goods and services tax considerations related to the acquisition, ownership and disposal by the absolute beneficial owners of the ordinary shares. It is based upon existing Australian tax law as of the date of this registration statement, which is subject to change, possibly retrospectively. This discussion does not address all aspects of Australian tax law which may be important to particular investors in light of their individual investment circumstances, such as shares held by investors subject to special tax rules (for example, financial institutions, insurance companies or tax-exempt organizations). In addition, this summary does not discuss any non-Australian or state tax considerations, other than transfer duty.
| 67 |
Prospective investors are urged to consult their tax advisors regarding the Australian and non-Australian income and other tax considerations of the acquisition, ownership and disposition of the ordinary shares. This summary is based upon the premise that the holder is not an Australian tax resident and is not carrying on business in Australia through a permanent establishment (referred to as a “Non-Australian Holder” in this summary).
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder, and no representations with respect to the income tax consequences to any particular shareholder are made. This summary is not exhaustive of all Australian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.
Non-Australian residents may be liable to pay Australian tax on income derived from Australian sources. One mechanism by which that tax is paid (for non-residents who have no permanent establishment or fixed base in Australia or where the income is not connected with a permanent establishment or fixed base) is known as withholding tax. Dividends paid by a resident Australian company to a resident of the United States of America who is entitled to the benefits of the Australia/US double tax treaty and is beneficially entitled to the dividends are subject to withholding tax at the rate of 15% to the extent the dividends are ‘unfranked’. The rate of withholding tax on dividends is normally 30%, but since the United States has concluded a double tax treaty agreement with Australia, the rate is reduced to 15% where the benefits of the treaty apply. It should be noted, however, that under Section 128B(3) of the Income Tax Assessment Act 1936 (Cth), to the extent that dividends paid to non-residents have been franked (generally where a company pays tax itself), such dividends are exempt from withholding tax. “Franked dividends” is the expression given to dividends when the profits out of which those dividends are paid have been taxed at company level and such tax is allocated to the dividend. Accordingly, an Australian company paying fully franked dividends to a non-resident is not required to deduct any withholding tax. Dividends on which withholding tax has been paid are generally not subject to any further Australian tax. In other words, the withholding tax should represent the final Australian tax liability in relation to those dividends.
The pertinent provisions of the double tax treaty between Australia and the United States provide that dividends are primarily liable for tax in the country of residence of the beneficial owner of the dividends. However, the source country, in this case Australia, may also tax them, but in such case the tax will be limited to 15% if the benefits of the treaty apply. Where the beneficial owner is a United States resident corporation that directly holds at least 10% of the voting power in us, the tax will be limited to 5%. The 15% limit does not apply to dividends derived by a resident of the United States of America who has a permanent establishment or fixed base in Australia, if the holding giving rise to the dividends is effectively connected with that establishment or base. Such dividends are taxed on a net assessment basis as business income or independent personal services income as the case may be.
We have not paid any cash dividends since our inception, and we do not anticipate the payment of cash dividends in the foreseeable future. See “Item 8.A. Financial Statements and Other Financial Information—Dividend Policy”.
A Non-Australian Holder will not generally be subject to capital gains tax in Australia as the Non-Australian Holder is unlikely to have an indirect interest in Australian real property. An indirect interest in Australian real property will only occur where more than 50% of the market value of our assets are attributable to Australian real property.
Dual Residency
If an investor were a resident of both Australia and the United States under those countries’ domestic taxation laws, that investor may be subject to tax as an Australian resident. If, however, the shareholder is determined to be a United States resident for the purposes of Australia/US double tax treaty, the Australian tax applicable would be limited by the Australia/US double tax treaty. Shareholders should obtain specialist taxation advice in these circumstances.
Transfer Duty
Any transfer of shares through trading on the Nasdaq should not be subject to transfer duty.
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Inheritance and Estate Taxes in Australia
Australia does not have estate or death duties. Generally, no capital gains tax liability is realized upon the inheritance of a deceased person’s shares. The disposal of inherited shares by beneficiaries, may, however, give rise to a capital gains tax liability.
Goods and Services Tax
The issue or transfer of shares will not incur Australian goods and services tax and does not require a stockholder to register for Australian goods and services tax purposes.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the informational requirements of the Exchange Act. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information we have filed electronically with the SEC. As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We maintain a corporate website at www.locafy.com. Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report. We also make available on our website’s investor relations page at www.investor.locafy.com, free of charge, our Annual Report and the text of our reports on Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The information contained on our website is not incorporated by reference in this Annual Report. See also Item 10. Additional Information—B. Memorandum and Articles of Association—Access to and Inspection of Documents”.
I. Subsidiary Information
Not applicable.
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS |
See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Quantitative and Qualitative Disclosure about Market Risk”.
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
Not applicable.
| 69 |
PART II
| ITEM 13. | Defaults, Dividend Arrearages and Delinquencies |
None.
| ITEM 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds |
A. - D. Material Modifications to the Rights of Security Holders
Not applicable.
E. Use of Proceeds
Not applicable.
| ITEM 15. | Controls and Procedures |
A. Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report. Based on such evaluation, particularly given the size and nature of our Company, our Chief Executive Officer and Chief Financial Officer have concluded that as of June 30, 2023, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that material information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. While disclosure controls and procedures and internal controls over financial reporting were adequate and effective we continue to implement certain measures to strengthen control processes and procedures.
B. Management’s Annual Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm
Our management, including the Chief Executive Officer and the Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting for the Company to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The fundamental issue is ensuring all transactions are properly authorized and identified and entered into a well-designed, robust and clearly understood accounting system on a timely basis to minimize risk of inaccuracy, failure to fairly reflect transactions, failure to fairly record transactions necessary to present financial statements in accordance with IFRS, unauthorized receipts and expenditures, or the inability to provide assurance that unauthorized acquisitions or dispositions of assets can be detected.
Our internal control over financial reporting may not prevent or detect all misstatements because of inherent limitations. Additionally, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and procedures.
Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2023. In conducting this evaluation, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on our assessment, management has concluded that our internal control over financial reporting was not effective as of June 30, 2023.
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has concluded that we did not maintain effective disclosure controls and procedures due to the material weakness in internal control over financial reporting which existed at that date, relating to the documentation of accounting policies and procedures, particularly relating to the correct application of complex accounting measures.
Remediation Efforts
The measures that we are undertaking to remediate the material weakness in internal control over financial reporting have and will include: (a) hiring qualified internal control personnel, including financial and IT personnel, to manage the implementation of internal control policies, procedures and improvement of the internal audit function, system user access, security management and data protection, as applicable; (b) developing and implementing written policies and procedures for accounting and financial reporting that meet the standards applied to public companies listed in the United States; and (c) conducting internal control training to management, key operations personnel and the accounting department, so that management and relevant personnel understand the requirements and elements of internal control over financial reporting mandated by the U.S. securities laws. We believe we have made progress in accordance with our remediation plan even though the material weaknesses will not be considered remediated until we have completed implementing the necessary additional applicable controls and operate with them for a sufficient period of time to allow management and our auditors to concluded that these controls are operating effectively.
We cannot determine when our remediation plan will be fully completed and we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts.
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C. Attestation Report of the Registered Public Accounting Firm.
Not applicable.
D. Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 16. | [Reserved] |
| ITEM 16A. | Audit Committee Financial Expert |
Our board of directors has determined that Collin Visaggio, independent Chairperson of our Audit and Risk Committee, Ranko Matic and Andrea Betti, independent directors serving on our Audit and Risk Committee, each possesses specific accounting and financial management expertise and that both are “audit committee financial experts” as defined by the rules of the SEC.
Mr. Visaggio is a Fellow of the Australian Society of Certified Practicing Accountants and is a member of the Australian Institute of Company Directors. He has a Bachelor of Business Degree from Curtin University, Bentley, Western Australia and a Master of Business Administration (MBA) degree from Murdoch University, Murdoch, Western Australia. While completing his MBA, he won the Alcoa Australia prize for top student in Strategic Management and he has also attended the Stanford Senior Executive Program (SEP) in Management at Stanford University, Stanford, California.
Mr. Visaggio has had experience in senior business positions within Woodside Petroleum and BP Australia. Mr. Visaggio was at Woodside Petroleum from March 1988 until July 2005, with his final position being Manager, Compliance and Business for the Africa Business Unit, and prior position as Manager, Commercial and Planning for the Gas Business Unit. Prior to this and during his 17 years with Woodside, he was Deputy Chief Financial Officer, and Financial Analyst and Planning Manager within the Corporate Finance Unit.
Mr. Matic is a Chartered Accountant with over 30 years of experience in financial and executive management, accounting, audit, business and corporate advisory. Mr. Matic is a director of a chartered accounting firm and a corporate advisory company based in Perth and has specialist expertise and exposure in areas of audit, corporate services, due diligence, mergers and acquisitions, and valuations.
Ms. Betti has a Bachelor of Commerce, Graduate Diploma in Corporate Governance, Graduate Diploma in applied Finance and Investment and a Masters of Business Administration. She is a member of the Institute of Chartered Accountants in Australia and New Zealand and an associate member of the Governance Institute of Australia. Andrea is currently a director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies based in Perth and has specialist expertise and exposure in areas of corporate governance, accounting, corporate services, initial public offerings and due diligence.
| ITEM 16B. | Code of Ethics |
We believe in strict adherence to the highest standards of business ethics and responsibility. We have adopted a Code of Conduct and Ethics applicable to all of our directors, officers and employees. We post on our website all disclosures that are required by law or the listing standards of Nasdaq concerning any amendments to, or waivers from, any provision of the Code of Conduct and Ethics. Our Code of Conduct and Ethics may be accessed, free of charge, at https://investor.locafy.com/governance-overview. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.
Our board of directors is responsible for reviewing and evaluating the Code of Conduct and Ethics periodically and will make any necessary changes thereto. Our board of directors is also charged with the monitoring of compliance with the Code of Conduct and Ethics and will be responsible for considering any waivers of the Code of Conduct and Ethics.
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| ITEM 16C. | Principal Accountant Fees and Services |
A. Audit Fees
The following sets forth the aggregate fees billed for each of the last two fiscal years for professional fees to our principal accountants for the audit of the annual financial statements or for services normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
| Fiscal year ended June 30, 2023 | A$ | 159,965 | |
| Fiscal year ended June 30, 2022 | A$ | 67,413 |
Audit fees consists of fees for professional services rendered by our principal independent registered public accountant for the audit related work connected to annual financial statements, review of interim financial statements and work relating to the Company’s F-1 filing for those fiscal years.
B. Audit-Related Fees
The following sets forth additional aggregate fees to those reported under “Audit Fees” in each of the last two fiscal years that were provided by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements:
| Fiscal year ended June 30, 2023 | A$ | 17,440 | |
| Fiscal year ended June 30, 2022 | A$ | 66,697 |
Audit-related fees consists of fees for assurance and related services by our principal independent registered public accountant that are reasonably related to the performance of the auditor review of our financial statements and are not reported above under “Audit Fees”. The services for the fees disclosed under this category include fees related to our public offering, and not reported under Audit Fees.
C. Tax Fees
The following sets forth the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning:
| Fiscal year ended June 30, 2023 | - | ||
| Fiscal year ended June 30, 2022 | - |
D. All Other Fees
The following sets forth the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant not described above, including advisory services related to our Interactive Data File (XBRL information):
| Fiscal year ended June 30, 2023 | - | ||
| Fiscal year ended June 30, 2022 | - |
E. Audit Committee Pre-Approval Policies and Procedures
Our Audit and Risk Committee pre-approves our engagement of Grant Thornton Audit Pty Ltd to render audit or non-audit services in terms of its non-audit services policy. All of the services described above were approved in terms of our delegation of authority framework and the Audit and Risk Committee’s policy on non-audit services.
| ITEM 16D. | Exemptions from the Listing Standards for Audit Committees |
Not applicable.
| ITEM 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
None.
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| ITEM 16F. | Change in Registrant’s Certifying Accountant |
Not applicable.
| ITEM 16G. | Corporate Governance |
We are incorporated under the laws of Australia. Our governing document is our Constitution. We have additionally implemented a corporate governance framework guided by The Corporate Governance Principles and Recommendations (4th Edition), as published by the Australian Securities Exchange’s Corporate Governance Council.
We qualify as a “foreign private issuer” as defined in Section 405 of the Securities Act. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose disclosure requirements as well as procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, the members of our board of directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They are, however, subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules, to the extent applicable.
The foreign private issuer exemption also permits us to follow home country corporate governance practices or requirements instead of certain Nasdaq listing requirements, including the following exemptions upon which we rely:
| ● | an exemption from the requirement that our independent directors meet regularly in executive sessions under Nasdaq listing rules. The Corporations Act does not require the independent directors of an Australian company to have such executive sessions. | |
| ● | an exemption from the quorum requirements applicable to meetings of shareholders under Nasdaq listing rules. In compliance with Australian law, our Constitution provides that two shareholders present, in person or by proxy, attorney or a representative, shall constitute a quorum for a general meeting. Nasdaq listing rules require that an issuer provide for a quorum as specified in its by-laws for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding voting ordinary shares. | |
| ● | an exemption from the requirement to disclose third-party director and director nominee compensation under Nasdaq listing rules. The Corporations Act does not have a similar requirement. |
See “Item 6. Directors, Senior Management and Employees—C. Board Practices” for additional information.
| ITEM 16H. | Mine Safety Disclosure |
Not applicable.
| ITEM 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
Not applicable.
| ITEM 16J. | INSIDER TRADING POLICIES |
Not applicable.
| ITEM 16K. | CYBERSECURITY |
Not applicable.
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PART III
| ITEM 17. | Financial Statements |
Not applicable.
| ITEM 18. | Financial Statements |
See our financial statements beginning on page F-1, which are filed as part of this Annual Report and incorporated herein by reference.
| ITEM 19. | EXHIBITS |
| 74 |
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
Certain schedules and/or exhibits have been omitted in accordance with the instructions to Item 19 of Form 20-F. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC or its staff upon request.
| 75 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| Locafy Limited | ||
| October 11, 2023 | By: | /s/ Gavin Burnett |
| Name: | Gavin Burnett | |
| Title: | Chief Executive Officer | |
| 76 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Locafy Limited
Opinion on the financial statements
We have audited the accompanying consolidated statement of financial positions of Locafy Limited and subsidiaries (the “Company”) as of June 30, 2023 and 2022, the related consolidated statements of profit or loss and other comprehensive income, statement in changes in equity, and statement cash flows for each of the three years in the period ended June 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3.2 to the financial statements, the Company incurred a net loss of $3,891,686 during the year ended June 30, 2023, and as of that date, the Company’s incurred operating cash outflows of $2,260,971. These conditions, along with other matters as set forth in Note 3.2, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3.2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/
|
|
| PCAOB:
|
|
| We have served as the Company’s auditor since 2021. | |
| 11 October 2023 |
| F-2 |
Locafy Limited
Consolidated statement of profit or loss and other comprehensive income for the years ended 30 June 2023, 30 June 2022 and 30 June 2021
| Consolidated Group | ||||||||||||||||
| Notes | 2023 A$ | 2022 A$ | 2021 A$ | |||||||||||||
| Revenue | 5 | |||||||||||||||
| Other income | 6 | |||||||||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Employee benefits expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Occupancy expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Advertising expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Consultancy expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortisation expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Other expenses | 8 | ( | ) | ( | ) | ( | ) | |||||||||
| Impairment of financial assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ||||||||||
| Financial cost | 8 | ( | ) | ( | ) | ( | ) | |||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | 9 | |||||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive income: | ||||||||||||||||
| Items that will be reclassified subsequently to profit and loss | ||||||||||||||||
| Exchange differences on translating foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Total Comprehensive Loss for the year | ( | ) | ( | ) | ( | ) | ||||||||||
| Earnings per share | ||||||||||||||||
| Basic loss per share | 25 | ( | ) | ( | ) | ( | ) | |||||||||
| Diluted loss per share | 25 | ( | ) | ( | ) | ( | ) | |||||||||
This statement should be read in conjunction with the notes to the financial statements.
| F-3 |
Locafy Limited
Consolidated statement of financial position
As at 30 June 2023
| Consolidated Group | ||||||||||||
| Notes | 2023 A$ | 2022 A$ | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade and other receivables | 10 | |||||||||||
| Other assets | 11 | |||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | 13 | |||||||||||
| Right of use assets | 14 | |||||||||||
| Intangible assets | 15 | |||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | 16 | |||||||||||
| Borrowings | 17 | |||||||||||
| Provisions | 18 | |||||||||||
| Accrued expenses | 19 | |||||||||||
| Lease liabilities | 14 | |||||||||||
| Contract and other liabilities | 20 | |||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities | 14 | |||||||||||
| Provisions | 18 | |||||||||||
| Accrued expenses | 19 | |||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Net assets | ||||||||||||
| Equity | ||||||||||||
| Issued capital | 21 | |||||||||||
| Reserves | 22 | |||||||||||
| Accumulated losses | 23 | ( | ) | ( | ) | |||||||
| Total equity | ||||||||||||
This statement should be read in conjunction with the notes to the financial statements.
| F-4 |
Locafy Limited
Consolidated statement of changes in equity
for the years ended 30 June 2023, 30 June 2022 and 30 June 2021
| Consolidated | Issued capital | Foreign currency translation reserve | Share option reserve | Convertible note reserve | Accumulated losses | Total | ||||||||||||||||||
| A$ | A$ | A$ | A$ | A$ | A$ | |||||||||||||||||||
| Balance at 1 July 2020 | ( | ) | ( | ) | ||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||
| Exchange difference on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||
| Total other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issue of ordinary shares | ||||||||||||||||||||||||
| Share issue costs | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at 30 June 2021 | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at 1 July 2021 | ( | ) | ( | ) | ||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||
| Exchange difference on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||
| Total other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issue of ordinary shares | ||||||||||||||||||||||||
| Issue of convertible notes | ||||||||||||||||||||||||
| Issue of warrants | ||||||||||||||||||||||||
| Issue of performance rights | ||||||||||||||||||||||||
| Share issue costs | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at 30 June 2022 | ( | ) | ||||||||||||||||||||||
| Balance at 1 July 2022 | ( | ) | ||||||||||||||||||||||
| Loss for the year | ( | ) | ( | ) | ||||||||||||||||||||
| Exchange difference on translation of foreign operations | ( | ) | ( | ) | ||||||||||||||||||||
| Total other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Issue of ordinary shares | ||||||||||||||||||||||||
| Issue of performance rights | ||||||||||||||||||||||||
| Transfer to retained earnings on historical expiry of share options | ( | ) | ||||||||||||||||||||||
| Transfer to retained earnings on historical conversion of notes | ( | ) | ||||||||||||||||||||||
| Share issue costs | ( | ) | ( | ) | ||||||||||||||||||||
| Balance at 30 June 2023 | ( | ) | ||||||||||||||||||||||
This statement should be read in conjunction with the notes to the financial statements.
| F-5 |
Locafy Limited
Consolidated statement of cash flows
for the years ended 30 June 2023, 30 June 2022 and 30 June 2021
| Consolidated Group | ||||||||||||||||
| Notes | 2023 A$ | 2022 A$ | 2021 A$ | |||||||||||||
| Cash flows from operating activities | ||||||||||||||||
| Receipts from customers (inclusive of GST) | ||||||||||||||||
| Payments to suppliers and employees (inclusive of GST) | ( | ) | ( | ) | ( | ) | ||||||||||
| RD Tax Incentive | ||||||||||||||||
| Financial Cost | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash used by operating activities | 24 | ( | ) | ( | ) | ( | ) | |||||||||
| Cash flows from investing activities | ||||||||||||||||
| Purchase of intellectual property | ( | ) | ( | ) | ( | ) | ||||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash used by investing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash flows from financing activities | ||||||||||||||||
| Proceeds from issue of shares | ||||||||||||||||
| Payment for share issue costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Repayment of borrowings | ( | ) | ( | ) | ( | ) | ||||||||||
| Leasing liabilities | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash from financing activities | ||||||||||||||||
| Net (decrease) / increase in cash and cash equivalents | ( | ) | ||||||||||||||
| Net foreign exchange difference | ||||||||||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||||||||||
| Cash and cash equivalents at the end of the year | ||||||||||||||||
This statement should be read in conjunction with the notes to the financial statements.
| F-6 |
Notes to the financial statements
1. General information
Locafy Limited (“Company” or “Locafy”) is a limited liability company incorporated in Australia. Its registered office and principal place of business is 246 Churchill Avenue, Subiaco, Western Australia. Locafy’s ordinary shares are listed on the Nasdaq Stock Exchange.
The principal activities of the consolidated entity during the financial year ended 30 June 2023 were the continued commercialisation of Locafy’s developed technologies, extension of the technology into local search solutions and the continual acquisition of businesses and assets complimentary to Locafy’s technology and commercial model.
Locafy has developed proprietary Search Engine Optimization (SEO) solutions delivered in a highly automated manner via a Software-as-a-Service (SaaS) model. The company is focused on growing its customer base with a range of local and national SEO products, primarily through distribution partners, targeting the North American and Australian markets.
The company’s Local SEO solutions help to increase search engine relevance and prominence in a specific proximity, using a fast, easy and automated approach. Our National Entity-Based SEO solutions enable the rapid increase in prominence in national markets for high value key terms and our Brand focused SEO solutions drive increased sales in online marketplaces. Central to the platform is the ability to automatically optimise published pages for relevant keyword searches and target audiences with minimal customer effort.
The Company also operates a Publishing division, which includes ownership of the global directory, Hotfrog, and three additional Australian directories, AussieWeb.com.au, PinkPages.com.au and SuperPages.com.au.
Locafy’s business model is largely subscription based recurring revenue derived via both direct-to-end user and reseller channel sales.
2. Application of new and revised Accounting Standards
New and revised standards that are effective for these financial statements
Certain new accounting standards and interpretations have been published that are mandatory for 30 June 2023 reporting periods and have not been adopted by the Group. The Group’s assessment of the impact of these new standards do not have a material impact on the entity in the current reporting periods.
Impact of standards issued but not yet applied
At the date of authorization of the financial statements, the Group has not applied the following new and revised Australian Accounting Standards, Interpretations and amendments that have been issued but are not yet effective:
| New or revised requirement | Description | Effective | ||
| AASB 2020-1 | Classification of Liabilities as Current or Non-current | 1 January 2023 | ||
| AASB 2021-2 Disclosure of Accounting Policies and Definition of Accounting Estimates | AASB 7 Financial Instruments AASB 101 Presentation of Financial Statements AASB 108 Accounting Policies AASB 134 Interim Financial Reporting AASB Practice Statement 2 Making Materiality Judgements |
1 January 2023 | ||
| AASB 2021-5 | Deferred Tax related to Assets and Liabilities arising from a Single Transaction | 1 January 2023 | ||
| AASB 2014-10 | Sale or Contribution of Assets between an Investor and its Associates or Joint Venture | 1 January 2025 |
The amendments to the individual Standards may be applied early, separately from the amendments to the other Standards, where feasible.
We do not anticipate that the amendments will have a material impact on the Group but may change the disclosure of accounting policies included in the financial statements.
3. Significant accounting policies
3.1 General information
The financial statements cover Locafy Limited as a consolidated entity consisting of Locafy Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is Locafy Limited’s functional and presentation currency.
| F-7 |
A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the financial statements. The financial statements were authorized for issue, in accordance with a resolution of directors, on October 11, 2023.
3.2 Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial instruments.
Going concern basis
The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The
Consolidated Entity and Company have incurred a net loss after tax of A$
As
at 30 June 2023, the Consolidated Entity and Company had cash assets of A$
| F-8 |
The Consolidated Entity and Company’s ability to continue as going concerns and to pay their debts as and when they fall due is dependent on the generating additional revenues from its operations, managing all costs in line with management’s forecasts and, if necessary, raising further capital. Management have prepared a cash flow forecast on this basis which indicates that the Consolidated Entity will have sufficient cash flows to meet minimum operating overheads and committed expenditure requirements for the 12 month period from the date of signing the financial report if they are successful in meeting those forecasts.
The Directors believe the Consolidated Entity and Company will continue as a going concern, after consideration of the following factors:
| ● | regular review of management accounts and cash flow forecast, incorporating expected cash inflows from sales and collection of trade receivables; | |
| ● | close management of both its operating costs and corporate overheads; | |
| ● | sales pipeline continues to grow and the Company is confident of achieving further sales growth across a number of existing and new reseller customers and different product offerings; | |
| ● | expected increase in advertising yields across existing and new online assets; and | |
| ● | the Company has the ability to raise funds through equity issues (if required). |
The financial report has therefore been prepared on the going concern basis. Should the Consolidated Entity and the Company be unable to achieve successful outcomes in relation to each of the matters referred to above, there is substantial doubt whether the Consolidated Entity and the Company will be able to continue as a going concern and, therefore, whether they will realise their assets and discharge their liabilities in the normal course of business.
The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts, nor to the amounts and classification of liabilities that might be necessary should the Consolidated Entity and the Company not continue as a going concern.
3.3 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:
| ● | has power over the investee; | |
| ● | is exposed, or has rights, to variable returns from its involvement with the investee; and | |
| ● | has the ability to use its power to affect its returns. |
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the group are eliminated in full on consolidation.
| F-9 |
3.4 Segment Reporting
The Company has three operating segments: publishing, direct sales and reseller sales. In identifying these operating segments, management generally follows the Company’s service lines representing its main products and services (see Note 7). Each of these operating segments are managed separately as each requires different technologies, marketing approach and other resources.
3.5 Revenue
Overview
Revenue arises mainly from the sale of digital marketing solutions and associated services. To determine whether to recognise the revenue, the Company follows a 5-step process:
| 1. | Identifying the contract with a customer. | |
| 2. | Identifying performance obligations. | |
| 3. | Determining the transaction price. | |
| 4. | Allocating the transaction price to the performance obligations. | |
| 5. | Recognising revenue when/as performance obligations are satisfied. |
The Company often enters into transactions involving a range of the Company’s products and services, for example for the delivery of software and related after-sales support.
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 at a point in time or over time, when (or as) the Company satisfies performance obligations by transferring the promised goods or services to its customers.
The Company recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as contract liabilities in the statement of financial position (see Note 20). Similarly, if the Company satisfies a performance obligation before it receives the consideration, the Company recognises either a contract asset or a receivable in its statement of financial position, depending on whether something other than the passage of time is required before the consideration is due.
Revenue from operating segments
Publishing
The Company generates revenues through advertisements placed on its website properties on a Pay-Per-Impression or similar basis and through publishing business and product profiles on its online directory properties on a per insertion basis. Revenues are recognised during the period in which the advertisements or listings are published.
Direct
The Company separately identifies end user customers to which we have a direct sales, support and billing relationship. Revenue is derived by providing customers access to the Company’s platform and is recognised in accordance with the terms of contracts provided in the subscription agreement. The SaaS and related support revenue (if any) is recognised over time, being the subscription period, as the customer simultaneously receives and consumes the benefit of accessing the platform.
Revenues from the sale of product licences are recognised during the period in which the subscription is made available to our customers for use. Where the Company provides services which involve developing a customer-specific website design or solution, in such cases, revenue is recognised during the period in which the professional services were delivered or upon the achievement of agreed performance obligations.
| F-10 |
Access to the platform is not considered distinct from other performance obligations, as access to any platform alone does not allow the customer to obtain substantially all the benefits of the access, and is therefore accounted for as a single performance obligation.
Consideration received can be variable in nature, based upon customer usage in excess of contractually agreed units. The variable consideration is included in the transaction price at the company’s best estimate, using either an expected value or most likely outcome, whichever provides the best estimate and is included in revenue to the extent that it is highly probable that there will be no significant reversal of the cumulative amount of revenue when any price uncertainty is resolved.
Reseller
The Company separately identifies end user customers to which sales, support and billing relationships are conducted through third party resellers and partners.
Revenues from the sale of product licences are recognised during the period in which the subscription is made available to our reseller for use. Where the Company provides services which involve developing a customer-specific website design or solution, in such cases, revenue is recognised during the period in which the professional services were delivered or upon the achievement of agreed performance obligations.
3.6 Foreign currencies
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (A$), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.
3.7 Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed.
When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset. When the Group receives grants of non-monetary assets, the asset and the grant are recorded at nominal amounts and released to profit or loss over the expected useful life of the asset, based on the pattern of consumption of the benefits of the underlying asset by equal annual instalments.
3.8 Employee benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, when it is probable that settlement will be required and they are capable of being measured reliably.
| F-11 |
Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Liabilities recognised in respect of long-term employee benefits are 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.
Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.
Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or service received, except where that fair value cannot be estimated reliably, in which case they are measured at their fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.
Performance rights
Share-based compensation benefits are provided to employees via the Company’s Incentive Performance Rights Plan (Plan). The objective of the Plan is to assist in the recruitment, reward, retention and motivation of eligible persons of the Group. The fair value of performance rights granted under the Plan are recognized as a share-based payment expense with a corresponding increase in equity.
The fair value is measured at grant date and recognized over the period of service during which the employees become unconditionally entitled to the performance rights. The fair value of the performance rights at grant date excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). These non-market vesting conditions are included in assumptions about the number of performance rights that are expected to vest.
At each statement of financial position date, the entity revises its estimate of the number of performance rights that are expected to vest. The share-based payment expense recognized each period considers the most recent estimate. The impact of the revision to original estimates, if any, is recognized in the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.
3.10 Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated statement of profit or loss and other comprehensive income because of items of income or expense that are taxable or deductible in other years, and items that are never taxable or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
| F-12 |
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reported period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
3.11 Property, plant and equipment
Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the diminishing value method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. The following useful lives are applied:
| Class of fixed asset | Depreciation rate | |
| Leasehold improvements | ||
| IT equipment | ||
| Other equipment |
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the 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 the asset and is recognised in profit or loss.
In the case of right-of-use assets, expected useful lives are determined by reference to comparable owned assets or the lease term, if shorter. Material residual value estimates and estimates of useful life are updated as required, but at least annually.
Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses.
3.12 Intangible assets other than goodwill
Research and development
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally-generated intangible asset arising from development is recognised if, and only if, all of the following have been demonstrated:
| ● | the technical feasibility of completing the intangible asset so that it will be available for use or sale; | |
| ● | the intention to complete the intangible asset and use or sell it; | |
| ● | the ability to use or sell the intangible asset; | |
| ● | how the intangible asset will generate probable future economic benefits; | |
| ● | the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and | |
| ● | the ability to measure reliably the expenditure attributable to the intangible asset during its development. |
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses.
| F-13 |
Patents and trademarks
Patents and trademarks are recognised at cost of acquisition and amortised over their useful lives. They have a finite life and are reported at cost less accumulated amortisation and accumulated impairment losses.
Databases
Databases are recognised at cost of acquisition and amortised over their useful lives. They have a finite life as data becomes dated and are reported at cost less accumulated amortisation and accumulated impairment losses.
The following useful lives are applied:
| Class of fixed asset | Amortisation rate | |||
| Patents | % | |||
| Trademarks | % | |||
| Databases | % | |||
At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
When an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
3.13 Provisions
Provisions for product warranties, legal disputes, onerous contracts or other claims are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic resources will be required from the Company and amounts can be estimated reliably. The timing or amount of the outflow may still be uncertain.
Provisions are not recognised for future operating losses.
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.
| F-14 |
No liability is recognised if an outflow of economic resources as a result of present obligations is not probable. Such situations are disclosed as contingent liabilities unless the outflow of resources is remote.
3.14 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.
Financial assets are derecognised 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 of financial assets
All financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into one of the following categories:
| ● | amortised cost | |
| ● | fair value through profit or loss (FVTPL), or | |
| ● | fair value through other comprehensive income (FVOCI). |
In the periods presented the Group does not have any financial assets categorised as FVTPL or FVOCI.
The classification is determined by both:
| ● | the entity’s business model for managing the financial asset, and | |
| ● | the contractual cash flow characteristics of the financial asset. |
All revenue and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items.
Subsequent measurement of financial assets
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
| ● | they are held within a business model whose objective is to hold the 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 interest method. Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
IFRS 9’s impairment requirements use forward-looking information to recognise expected credit losses – the “expected credit loss (ECL) model”. Instruments within the scope of the requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
| F-15 |
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
| ● | financial instruments that have not deteriorated significantly in credit quality since initial recognition or that have low credit risk (‘Stage 1’); and | |
| ● | financial instruments that have deteriorated significantly in credit quality since initial recognition and whose credit risk is not low (‘Stage 2’). |
“Stage 3” would cover financial assets that have objective evidence of impairment at the reporting date.
“12-month expected credit losses” are recognised for the first category (i.e. Stage 1) while “lifetime expected credit losses” are recognised for the second category (i.e. Stage 2).
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses. The Group assesses impairment of trade receivables on an individual account basis.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments). All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within finance costs or finance income.
Convertible Notes
The component parts of convertible notes issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion options that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company’s own equity instruments is an equity instrument.
At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recognised as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument’s maturity date.
3.15 Trade and other receivables
The Company makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are expected shortfalls in contractual cash flows, considering the potential for default at any point during the lifetime of the financial instrument. In calculating, the Company uses its historical experience, external indicators and forward-looking information to calculate expected credit losses using a provision matrix.
| F-16 |
The Group assess impairment of trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped based on the days past due. Refer to Note 3.14 for a detailed analysis of how the impairment requirements of IAS 9 are applied.
3.16 Goods and services tax
Revenues, 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 as part of the cost of acquisition of an asset or as part of an item of expense; or | |
| ii. | for receivables and payable 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.
Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.
3.17 Leases
For any new contracts entered into the Company considers whether a contract is, or contains a lease. A lease is defined as “a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration”. To apply this definition the Company assesses whether the contract meets three key evaluations which are whether:
| 1. | 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 Company; | |
| 2. | the Company has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; | |
| 3. | the Company has the right to direct the use of the identified asset throughout the period of use. The Company assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. |
At lease commencement date, the Company recognises a right of use asset and a lease liability on the balance sheet. The right of use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Company, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Company 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 right of use asset or the end of the lease term. The Company also assesses the right of use asset for impairment when such indicators exist.
At the commencement date, the Company measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Company’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.
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 lease liability is remeasured, the corresponding adjustment is reflected in the right of use asset, or profit and loss if the right of use asset is already reduced to zero.
| F-17 |
The Company has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right of use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
Short-term leases and leases of low value
Short-term leases (lease term of 12 months or less) and lease of low value assets (under A$5,000) are recognised as incurred as an expense in the consolidated income statement.
3.18 Equity, reserves and dividend payments
Share capital represents the nominal value of shares that have been issued.
Other components of equity include the following:
| ● | share option reserve – comprises equity-settled employee benefits and equity-settled supplier payments (see Notes 3.8 and 3.9); and | |
| ● | translation reserve – comprises foreign currency translation differences arising from the translation of financial statements of the Group’s foreign entity into functional currency (see Note 3.6). |
Accumulated losses include all current and prior period accumulated losses.
All transactions with owners of the parent are recorded separately within equity.
Dividend distributions payable to equity shareholders are included in other liabilities when the dividends have been approved in a general meeting prior to the reporting date.
4. Significant management judgement in applying accounting policies and estimating uncertainty
The following are the judgements made by management in applying the accounting policies of the Group that have the most significant effect on these consolidated financial statements.
Capitalisation of internally developed software
Distinguishing the research and development phases of a new customised software project and determining whether the recognition requirements for the capitalisation of development costs are met, together with the allocation of time spent on these projects requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired (see Note 3.12). Costs relating to maintaining current technology platforms are expensed in the period they are incurred.
Recognition of deferred tax assets
The extent to which deferred tax assets can be recognised is based on an assessment of the probability that future taxable income will be available against which the deductible temporary differences and tax loss carry-forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.
Research and development tax incentives
Research and development tax incentives are recognised when it is reasonable reliable the costs relating to the project can be determined. Refundable research and development credits received from the research and development tax offset scheme are accounted for as a government grant as per IAS 20. Consequently, a credit is been recognised in the same period necessary to match the benefits of the credit with the costs for which it is intended to compensate. This credit has been presented as other income.
| F-18 |
Asset acquisition or business combination determination
Transactions recognised as an asset acquisition have been determined on the basis they do not meet the definition of a business combination in accordance with IAS 3 Business Combinations.
The assets acquired and liabilities assumed are measured at their accounting book values at the acquisition date, and transitions costs were included in the capitalized cost of the asset.
No goodwill is recognised on the asset acquisition and no deferred taxes were recognize on the acquired assets and assumed liabilities, as the recognition exceptions available under IAS 12 Income taxes was applied.
Estimating uncertainty
Impairment of non-financial assets
Intangible assets are reviewed for impairment whenever there is an indication that these assets may be impaired. This includes any capitalised internally developed software that is not yet complete is not amortised. The Group considers the guidance of IAS 36 in assessing whether there is any indication that an item of the above assets may be impaired.
This assessment requires management’s judgement. If any such indication exists, the recoverable amount of the assets is estimated to ascertain the amount of impairment loss. The recoverable amount is defined as the higher of the fair value less cost to sell and value in use.
In determining the value in use of assets, the Group applies a discounted cash flow model where the future cash flows derived from such assets are discounted at an appropriate rate. Forecasts of future cash flow are estimated based on financial budgets and forecasts approved by the management. Based on management’s assessment, there is no indication of impairment as at the end of the reporting period.
Contract revenue
Recognised amounts of contracted services and subscription revenues and their related receivables reflect management’s best estimate of each contract’s outcome and stage of completion or delivery.
Useful lives and residual values of depreciable assets
Management reviews its estimate of the useful lives and residual values of depreciable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technological obsolescence that may change the utility of certain software and IT equipment.
Leases – determination of the appropriate discount rate to measure lease liabilities
As noted above, the Group enters into leases with third-party landlords and as a consequence the rate implicit in the relevant lease is not readily determinable. Therefore, the Group uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over similar terms which requires estimations when no observable rates are available.
Share options and performance rights
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined using an appropriate valuation model. The valuation basis and related assumptions are detailed within Note 3.9.
| F-19 |
5. Revenue
The following is an analysis of the Group’s revenue for the year from continuing operations. The Group’s revenue disaggregated by primary revenue sources are as follows:
| For the year ended 2023 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Subscriptions | ||||||||||||||||
| Advertising | ||||||||||||||||
| Data | ||||||||||||||||
| Services | ||||||||||||||||
| Total | ||||||||||||||||
| For the year ended 2022 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Subscriptions | ||||||||||||||||
| Advertising | ||||||||||||||||
| Data | ||||||||||||||||
| Services | ||||||||||||||||
| Total | ||||||||||||||||
| For the year ended 2021 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Subscriptions | ||||||||||||||||
| Advertising | ||||||||||||||||
| Data | ||||||||||||||||
| Services | ||||||||||||||||
| Total | ||||||||||||||||
The Group’s revenue disaggregated by primary geographical markets is as follows:
| For the year ended 2023 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Australia New Zealand | ||||||||||||||||
| North America | ||||||||||||||||
| Europe | ||||||||||||||||
| Other countries | ||||||||||||||||
| Total | ||||||||||||||||
| For the year ended 2022 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Australia | ||||||||||||||||
| North America | ||||||||||||||||
| Europe | ||||||||||||||||
| Other countries | ||||||||||||||||
| Total | ||||||||||||||||
| For the year ended 2021 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Australia | ||||||||||||||||
| North America | ||||||||||||||||
| Europe | ||||||||||||||||
| Other countries | ||||||||||||||||
| Total | ||||||||||||||||
The Group’s revenue disaggregated by pattern of revenue recognition is as follows:
| F-20 |
| For the year ended 2023 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Services transferred at a point in time | ||||||||||||||||
| Services transferred over time | ||||||||||||||||
| Total | ||||||||||||||||
| For the year ended 2022 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Services transferred at a point in time | ||||||||||||||||
| Services transferred over time | ||||||||||||||||
| Total | ||||||||||||||||
| For the year ended 2021 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Services transferred at a point in time | ||||||||||||||||
| Services transferred over time | ||||||||||||||||
| Total | ||||||||||||||||
6. Other Income
| Consolidated Group | ||||||||||||||||
| Notes | 2023 A$ | 2022
A$ | 2021
A$ | |||||||||||||
| Government subsidy | ||||||||||||||||
| Research and development tax incentive | ||||||||||||||||
| Export market development grant | ||||||||||||||||
| Foreign exchange gain | ||||||||||||||||
| Gain on liability extinguishment | ||||||||||||||||
| Total other income | ||||||||||||||||
| F-21 |
7. Segment Reporting
Management currently identifies three operating segments (see Note 3.4). Management monitors the performance of these operating segments as well as deciding on the allocation of resources to them. Segmental performance is monitored using adjusted segment operating results.
| For the year ended 2023 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Revenue | ||||||||||||||||
| From external customers | ||||||||||||||||
| Segment revenue | ||||||||||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Employee benefit expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Occupancy expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Advertising expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Consultancy expense | ( | ) | ( | ) | ||||||||||||
| Depreciation and amortisation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment of financial assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment operating profit/(loss) | ||||||||||||||||
| Segment assets | ||||||||||||||||
| Segment liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| For the year ended 2022 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Revenue | ||||||||||||||||
| From external customers | ||||||||||||||||
| Segment revenue | ||||||||||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Employee benefit expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Occupancy expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Advertising expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Consultancy expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Depreciation and amortisation | ( | ) | ( | ) | ( | ) | ||||||||||
| Impairment of financial assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Segment operating profit/(loss) | ||||||||||||||||
| Segment assets | ||||||||||||||||
| Segment liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| For the year ended 2021 | ||||||||||||||||
| Publishing | Direct | Reseller | Total | |||||||||||||
| Revenue | ||||||||||||||||
| From external customers | ||||||||||||||||
| Segment revenue | ||||||||||||||||
| Technology expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Employee benefit expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Occupancy expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Advertising expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Consultancy expense | ||||||||||||||||
| Depreciation and amortisation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment of financial assets | ||||||||||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Segment operating profit/(loss) | ( | ) | ||||||||||||||
| Segment assets | ||||||||||||||||
| Segment liabilities | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| F-22 |
The totals presented for the Group’s operating segments reconcile to the key financial figures as presented in its financial statements as follows:
| Consolidated Group | ||||||||||||
| 2023 A$ | 2022 A$ | 2021 A$ | ||||||||||
| Revenue | ||||||||||||
| Total reportable segment revenue | ||||||||||||
| Segment operating profit | ||||||||||||
| Other income not allocated | ||||||||||||
| Research and development incentives | ||||||||||||
| Research and development costs | ( | ) | ||||||||||
| Technology expenses not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Employee benefits expenses not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Occupancy expenses not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Advertising expenses not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Consultancy expenses not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Depreciation and amortisation not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Impairment of financial assets not allocated | ( | ) | ||||||||||
| Other expenses not allocated | ( | ) | ( | ) | ( | ) | ||||||
| Group operating loss | ( | ) | ( | ) | ( | ) | ||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||
| Group loss before tax | ( | ) | ( | ) | ( | ) | ||||||
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Assets | ||||||||
| Total reportable segment assets | ||||||||
| Cash and cash equivalents | ||||||||
| RD tax incentive and other rebates | ||||||||
| Deposits and prepayments | ||||||||
| Fixed assets | ||||||||
| Right of use assets | ||||||||
| Capitalised development costs | ||||||||
| Other assets | ||||||||
| Group assets | ||||||||
| Liabilities | ||||||||
| Total reportable segment liabilities | ( | ) | ( | ) | ||||
| Trade and other payables | ( | ) | ( | ) | ||||
| Borrowings | ( | ) | ( | ) | ||||
| Provisions | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Group liabilities | ( | ) | ( | ) | ||||
8. Other expenses and financial costs
| Consolidated Group | ||||||||||||
| 2023 A$ | 2022 A$ | 2021 A$ | ||||||||||
| Other expenses | ||||||||||||
| Travel related expenses | ( | ) | ( | ) | ( | ) | ||||||
| Legal expenses | ( | ) | ||||||||||
| Insurance expenses | ( | ) | ( | ) | ( | ) | ||||||
| Business expenses | ( | ) | ( | ) | ( | ) | ||||||
| Foreign exchange gain | ( | ) | ||||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ||||||
| Finance costs | ||||||||||||
| Implied interest expense related to convertible notes | ( | ) | ||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Bank charges | ( | ) | ( | ) | ( | ) | ||||||
| Merchant facility fees | ( | ) | ( | ) | ( | ) | ||||||
| Total finance costs | ( | ) | ( | ) | ( | ) | ||||||
| F-23 |
9. Tax expense
(a) Tax expense
The
major component of tax expense and the reconciliation of the expected tax expense based on the domestic effective tax rate of Locafy
Limited as
| Consolidated Group | ||||||||||||
| 2023 A$ | 2022 A$ | 2021 A$ | ||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Domestic tax rate | % | % | % | |||||||||
| Expected tax expense/(benefit) | ( | ) | ( | ) | ( | ) | ||||||
| Adjustment for tax-exempt income: | ||||||||||||
| -Decline in value of depreciating assets | ( | ) | ( | ) | ( | ) | ||||||
| -RD tax incentive | ( | ) | ( | ) | ( | ) | ||||||
| -Other deductible expenses | ( | ) | ( | ) | ( | ) | ||||||
| Adjustment for non-deductible expenses: | ||||||||||||
| -RD expenses | ||||||||||||
| -Other non-deductible expenses | ||||||||||||
| Income tax expense/(benefit) | ||||||||||||
| Movement in unrecognized deferred tax | ||||||||||||
(b) Deferred tax assets and liabilities
As
at 30 June 2023, the Company had accumulated tax losses totaling A$
10. Trade and other receivables
Trade and other receivables consist of the following:
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Trade receivables, gross | ||||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Trade receivables | ||||||||
| RD tax incentive | ||||||||
| Goods and services taxes | ||||||||
| Services contracts | ||||||||
| Other receivables | ||||||||
| Trade and other receivables | ||||||||
| F-24 |
All amounts are short term. The net carrying value of trade receivables is considered a reasonable approximation of fair value.
All of the Group’s trade and other receivables have been reviewed for indicators of impairment by ascertaining the solvency of the debtor and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. The allowance for credit loss in the year ended 30 June 2023 primarily relates to one customer where there is continuing dialogue between the Company and that party to find a resolution. The balance takes into consideration increasing interest rates and other global economic conditions that may affect the ability of our customers to pay their accounts in a timely manner.
The current impairment provision applies the IFRS 9 expected loss model. The allowance in the comparative period was assessed as insignificant, as the credit risk for trade receivables was negligible.
11. Other assets
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Current | ||||||||
| Prepayments | ||||||||
| Deposits | ||||||||
| Advances | ||||||||
12. Subsidiaries
| Name of subsidiary | Principal activity | Place of incorporation and operation | Proportion of ownership interest and voting power held by the Group | |||||||||||||
| 2023 | 2022 | |||||||||||||||
| % | % | |||||||||||||||
13. Property, plant equipment
| Leasehold improvements | IT equipment | Other equipment | Total | |||||||||||||
| Gross carrying amount | ||||||||||||||||
| Balance 1 July 2021 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||
| Balance as at 30 June 2022 | ||||||||||||||||
| Depreciation and Impairment | ||||||||||||||||
| Balance 1 July 2021 | ( | ) | ( | ) | ( | ) | ||||||||||
| Disposals | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance as at 30 June 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying amount 30 June 2022 | ||||||||||||||||
| Leasehold improvements | IT equipment | Other equipment | Total | |||||||||||||
| Gross carrying amount | ||||||||||||||||
| Balance 1 July 2022 | ||||||||||||||||
| Additions | ||||||||||||||||
| Disposals | ||||||||||||||||
| Balance as at 30 June 2023 | ||||||||||||||||
| Depreciation and Impairment | ||||||||||||||||
| Balance 1 July 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Disposals | ||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Balance as at 30 June 2023 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Carrying amount 30 June 2023 | ||||||||||||||||
| F-25 |
14. Right of use assets and lease liabilities
Right of use assets
Buildings A$ | ||||
| Gross carrying amount | ||||
| Balance as at 1 July 2022 | ||||
| Additions | ||||
| Disposals | ||||
| Balance as at 30 June 2023 | ||||
| Depreciation and impairment | ||||
| Balance as at 1 July 2022 | ( | ) | ||
| Disposals | ||||
| Depreciation | ( | ) | ||
| Balance as at 30 June 2023 | ( | ) | ||
| Carrying amount as at 30 June 2023 |
Lease liabilities
Lease liabilities are presented in the consolidated statement of financial position as follows:
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Current | ||||||||
| Non-current | ||||||||
The Company has a lease for office space. This lease is reflected in the consolidated financial statement of financial position as a right-of-use asset and a lease liability. For the lease over the office space, the Company must keep this property in a good state of repair and return the property in their original condition at the end of lease.
| Right-of-use asset | No. of right-of-use assets leased | Range of remaining term | Average remaining lease term | No. of leases with extension options | No. of leases with options to purchase | No. of leases with variable payments linked to an index | No. of leases with termination options | |||||||||||||||||
| Office | ||||||||||||||||||||||||
| Within 1 year | 1-2 years | 2-3 years | 3-4 years | 4-5 years | Total | |||||||||||||||||||
| Lease payments | ||||||||||||||||||||||||
| Finance charges | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Net present value | ||||||||||||||||||||||||
| F-26 |
15. Intangible assets
| Consolidated Group | ||||||||||
| Note | 2023 A$ | 2022 A$ | ||||||||
| Carrying amounts of: | ||||||||||
| Databases | ||||||||||
| Trademarks | ||||||||||
| Patents | ||||||||||
| Capitalised development costs | ||||||||||
| Databases | ||||||||||
| Opening balance | ||||||||||
| Additions | ||||||||||
| Disposals | ( | ) | ||||||||
| Amortisation expense | ( | ) | ( | ) | ||||||
| Carrying amount for databases |
| Patents | ||||||||||
| Opening balance | ||||||||||
| Additions | ||||||||||
| Disposals | ||||||||||
| Amortisation expense | ( | ) | ( | ) | ||||||
| Carrying amount for patents |
| Trademarks | ||||||||||
| Opening balance | ||||||||||
| Additions | ||||||||||
| Disposals | ||||||||||
| Amortisation expense | ( | ) | ( | ) | ||||||
| Carrying amount for trademarks |
| Capitalised development costs | ||||||||||
| Opening balance | ||||||||||
| Additions | (a) (b) (c) | |||||||||
| Disposals | ||||||||||
| Amortisation expense | ( | ) | ( | ) | ||||||
| Carrying amount for trademarks | ||||||||||
| (a) | On 22 August 2022, the Company acquired certain technology assets from Jimmy Kelley Digital that complemented and extended the functionality of the existing technology Locafy has developed. The Company has determined that the elements of IAS 3 Business Combinations were not achieved and, accordingly, the acquisition is that it is an asset acquisition. The details of the asset acquisition are as follows: |
| F-27 |
| A$ | ||||
| Amount settled in cash | ||||
| Amount settled in equity | ||||
| Fair value of consideration transferred | ||||
| Recognised amounts of identifiable net assets: | ||||
| Intangible assets (capitalized development costs) | ||||
| Net identifiable assets | ||||
| Goodwill on acquisition | ||||
| (b) | On 30 June 2023, the Company exercised its option to acquire further technology assets from Jimmy Kelley Digital. The Company has determined that the elements of IAS 3 Business Combinations were not achieved and, accordingly, the acquisition is that it is an asset acquisition. The details of the asset acquisition are as follows: |
| A$ | ||||
| Fair value of contingent consideration | ||||
| Fair value of consideration transferred | ||||
| Recognised amounts of identifiable net assets: | ||||
| Intangible assets (capitalized development costs) | ||||
| Net identifiable assets | ||||
| Goodwill on acquisition | ||||
| (c) | During the year ended 30 June 2023, the Company has capitalised a significant portion of its expenditure relating to the development of, amongst other things, a new admin console to enable customers to acquire products directly from their own account. The admin console is a key component of the Platform allowing users to acquire, manage and view product reporting and analytics. The Company is commercialising this developed technology and accordingly, the development expense will be amortized over future periods. |
16. Trade and other payables
Trade and other payables consist of the following:
| Consolidated Group | ||||||||||
| Note | 2023 A$ | 2022 A$ | ||||||||
| Trade payables | ||||||||||
| Sundry payables | ||||||||||
| Deferred consideration | (a) | |||||||||
| (a) |
All amounts are short term. The carrying values of trade payables is considered to be a reasonable approximation of fair value.
17. Borrowings
Borrowings include the following financial liabilities:
| Consolidated Group | ||||||||||
| Note | 2023 A$ | 2022 A$ | ||||||||
| ASX convertible notes | (a) | |||||||||
| Balance at the beginning of the period | ||||||||||
| Issue of Nasdaq convertible notes | ||||||||||
| Interest recognised on convertible notes | ||||||||||
| Conversion of debt to equity | ( | ) | ||||||||
| Repayment of borrowings | ( | ) | ( | ) | ||||||
| Balance at the end of the period | ||||||||||
| (a) | The
Company has on issue unsecured convertible notes totaling A$ |
| F-28 |
18. Provisions
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Employee benefits | ||||||||
| Current | ||||||||
| Non-current | ||||||||
The provision for employee benefits represents accrued annual leave and vested together with vested and unvested long service leave entitlements.
19. Accrued expenses
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Current | ||||||||
| Accrued expenses | ||||||||
| Salaries payable | ||||||||
| Non-Current | ||||||||
| Accrued expenses | ||||||||
| Salaries payable | ||||||||
20. Contract liabilities
Contract liabilities consist of the following:
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Deferred subscription revenue | ||||||||
| Advances for website builds | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| F-29 |
The share capital of Locafy Limited consists only of fully paid ordinary shares. All shares are equally eligible to receive dividends and the repayment of capital and represent one vote at shareholders’ meeting of the Company.
| Note | 2023 Number of Shares | 2023 Share Capital A$ | 2022 Number of Shares | 2022 Share Capital A$ | ||||||||||||||
| Balance at 1 July | ||||||||||||||||||
| Share issue, Nasdaq initial public offering | ||||||||||||||||||
| Issues on conversion of convertible notes | ||||||||||||||||||
| Consolidation of ordinary shares due to Reverse Share Split | (a) | ( | ) | |||||||||||||||
| Share issue, At The Market Offering | (b) | |||||||||||||||||
| Balance at 30 June | ||||||||||||||||||
| Share issue costs | - | ( | ) | - | ( | ) | ||||||||||||
| Net share capital balance | ||||||||||||||||||
| (a) | |
| (b) |
| F-30 |
22. Reserves
| Consolidated Group | ||||||||||||
| Notes | 2023 A$ | 2022 A$ | ||||||||||
| Foreign currency translation reserve | (a) | |||||||||||
| Opening balance at 1 July | ||||||||||||
| Exchange differences arising from foreign operations | ( | ) | ( | ) | ||||||||
| Closing balance at 30 June | ||||||||||||
| Share option reserve | (b) | |||||||||||
| Opening balance at 1 July | ||||||||||||
| Equity-settled employee benefits | ||||||||||||
| Equity-settled supplier payments | ||||||||||||
| Warrants | ||||||||||||
| Closing balance at 30 June | ||||||||||||
| Convertible note reserve | ||||||||||||
| Opening balance at 1 July | ||||||||||||
| Convertible notes issued | ||||||||||||
| Transfer to retained earnings on historical conversion of notes | ( | ) | ||||||||||
| Closing balance at 30 June | ||||||||||||
| Total reserves | ||||||||||||
| (a) |
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (ie Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve.
| (b) |
The Company had issued share options to certain employees and suppliers. While these options have since expired unexercised, the value of the options at the date of issue are accumulated in the share option reserve. In addition, the Company has issued Performance Rights (refer to Note 30).
23. Accumulated losses
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Balance at beginning of year | ( | ) | ( | ) | ||||
| Transfers from reserve accounts | ||||||||
| Profit attributable to owners of the Company | ( | ) | ( | ) | ||||
| Balance at end of year | ( | ) | ( | ) | ||||
| F-31 |
24. Reconciliation of profit for the year to net cash flows from operating activities
| Consolidated Group | ||||||||
2023 A$ | 2022 A$ | |||||||
| Loss for the year | ( | ) | ( | ) | ||||
| Non-cash items in operating profit | ||||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortisation of intangible assets | ||||||||
| Amortisation of right of use asset | ||||||||
| Share based payments | ||||||||
| Implied interest expense related to convertible notes | ||||||||
| RD tax incentive and other rebates expected | ( | ) | ||||||
| Foreign exchange loss | ( | ) | ( | ) | ||||
| Expected credit losses | ||||||||
| Gain on liability extinguishment | ( | ) | ||||||
| Operating cash flows before movements in working capital | ||||||||
| Movements in working capital | ||||||||
| (Increase)/decrease in trade and other receivables | ( | ) | ( | ) | ||||
| (Increase)/decrease in prepayments and deposits | ( | ) | ||||||
| Increase/(decrease) in trade and other payables | ||||||||
| Increase/(decrease) in provisions and accruals | ( | ) | ||||||
| Increase/(decrease) in deferred revenue | ||||||||
| Cash generated from operations | ( | ) | ||||||
| Net cash generated by operating activities | ( | ) | ( | ) | ||||
On 7 December 2022, our shareholders authorised at an extraordinary general shareholders’ meeting, a one-for-twenty reverse share split of our issued and outstanding ordinary shares (the “Reverse Share Split”). The number of ordinary shares following the split are reflected in the calculation below.
Both basic and diluted earnings per share have been calculating the profit attributable to shareholders of the parent company (Locafy Limited) as the numerator, i.e. no adjustments to profit were necessary in 2023 or 2022.
| Consolidated Group | ||||||||
| 2023 | 2022 | |||||||
| Weighted average number of shares used in basic earnings per share | ||||||||
| Weighted average number of shares used in diluted earnings per share | ||||||||
26. Contingent liabilities
There were no contingent liabilities in both 2023 and 2022.
27. Fair value of financial instruments
The Company’s financial instruments comprise the following:
| Consolidated Group | |||||||||
| Notes | 2023 A$ | 2022 A$ | |||||||
| Cash and cash equivalents | |||||||||
| Trade and other receivables | (a) | ||||||||
| Term deposits with financial institutions | (b) | ||||||||
| Trade and other payables | (a) | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | |||||
| Borrowings | (c) | ( | ) | ( | ) | ||||
| (a) | |
| (b) | |
| (c) |
| F-32 |
28. Financial instruments risk
Risk management objective and policies
The Company is exposed to various risks in relation to financial instruments.
Risk management is carried out under the policies approved by the Company’s Audit and Risk Committee. The Committee identifies and evaluates the risk and takes appropriate measures to minimize the risks. The nature and extent of such risks, and management’s risk management strategy are noted below.
Market risk analysis
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk and interest rate risk, which result from both its operating and investing activities.
Foreign currency risk
The Company’s functional and presentation currency is Australian Dollars (AUD). Exposures to currency exchange rates arise from the Company’s overseas sales and purchases, which are primarily denominated in US dollars (USD).
To mitigate the Company’s exposure to foreign currency risk, non-AUD cash flows are monitored in their respective currencies together with movements in foreign currency exchange rates. The Company does not currently engage in any hedging activities.
Foreign currency denominated financial assets and liabilities which expose the Company to currency risk are disclosed below.
| USD | Other | |||||||
| 30 June 2023 | ||||||||
| Financial assets | ||||||||
| Financial liabilities | ( | ) | ( | ) | ||||
| Total exposure | ( | ) | ||||||
| 30 June 2022 | ||||||||
| Financial assets | ||||||||
| Financial liabilities | ( | ) | ( | ) | ||||
| Total exposure | ( | ) | ||||||
The following table illustrates the sensitivity of profit and equity in relation to the Company’s financial assets and financial liabilities and the AUD:USD exchange rate “all other things being equal”. It assumes a +/- 10% change of the AUD:USD exchange rate for the year ended 30 June 2023 (2022: 10%). The percentages have been determined based on the average market volatility in exchange rates in the previous twelve months. The sensitivity analysis is based on the Company’s foreign currency financial instruments held at each reporting date.
If the AUD had strengthened against the USD by 10% (2022: 10%) then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2023 | ( | ) | ||
| 30 June 2022 | ( | ) | ||
If the AUD had weakened against the USD by 10% (2022: 10%) then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2023 | ( | ) | ||
| 30 June 2022 | ||||
The higher foreign currency exchange rate sensitivity in profit in 2023 compared with 2022 is attributable to an increase in USD denominated cash and trade receivables.
| F-33 |
Interest rate risk
The Company’s cash and term deposits with financial institutions are impacted by interest rate risks. Other receivables and payables have short maturities and are non-interest bearing. Management believes that the risk of interest rate movement would not have a material impact on the Company’s operations.
The Company is in the business of software development. Earning interest income is not the primary objective of the business, hence, management does not closely monitor the movements in market interest rates as these do not have a material impact on the Company’s business activities. The cash balances and term deposits are placed at the prevailing short term market interest rates with credit worthy financial institutions.
At the reporting date, the interest rate risk profile of the consolidated entity’s interest-bearing financial instruments was as follows:
| Fixed Interest maturing in: | Weighted | |||||||||||||||||||||||||||
| 2023 | Floating interest rate | 1 year or less | Over 1 to 5 years | More than 5 years | Non-Interest bearing | Total | average interest rate | |||||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||||||
| Term deposits | % | |||||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||
| Borrowings | ||||||||||||||||||||||||||||
| Fixed Interest maturing in: | Weighted | |||||||||||||||||||||||||||
| 2022 | Floating interest rate | 1 year or less | Over 1 to 5 years | More than 5 years | Non-Interest bearing | Total | average interest rate | |||||||||||||||||||||
| Financial assets | ||||||||||||||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||||||||||||||
| Trade and other receivables | ||||||||||||||||||||||||||||
| Term deposits | % | |||||||||||||||||||||||||||
| Financial liabilities | ||||||||||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||||||||||
| Borrowings | ||||||||||||||||||||||||||||
The following table illustrates the sensitivity of profit and equity in relation to the Company’s financial assets and financial liabilities and interest rate movements “all other things being equal”. It assumes a +/- 1% change in interest rates for the year ended 30 June 2023 (2022: 1%).
| F-34 |
If interest rates had increased by 1% then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2023 | ||||
| 30 June 2022 | ||||
If interest rates had decreased by 1% then this would have had the following impact:
| Profit and equity for the year | A$ | |||
| 30 June 2023 | ||||
| 30 June 2022 | ( | ) | ||
Credit risk analysis
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is exposed to credit risk from financial assets including cash and cash equivalents held at banks, trade and other receivables.
Credit risk management
The credit risk in respect of cash balances held with banks and deposits with banks are managed via diversification of bank deposits and are only with major reputable financial institutions.
Trade receivables consist of a large number of customers in various industries and geographical areas. Sales are primarily monthly subscriptions in nature and credit risk arising from trade debtors are mitigated by the Company’s ability to terminate the services provided to the debtor.
Trade receivables
The Company applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component.
In measuring expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped broadly based on advertising, channel partners and direct to end user customer categories.
The expected loss rates are based on the payment profile for sales over the past 12 months before 30 June 2023. The historical rates are adjusted to reflect current and forward looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. The Company has identified interest rates to be the most relevant factor and accordingly adjusts historical loss rates for expected changes in this factor. However, given the short period of credit risk exposure, the impact of this macroeconomic factor has not been considered significant within the reporting period.
Trade receivables are written off (i.e derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 180 days from the invoice due date and failure to engage with the Company on alternative payment arrangements amongst others are considered indicators of no reasonable expectation of recovery.
On
the above basis, the expected credit loss for trade receivables as at 30 June 2023 was A$
Liquidity risk analysis
Liquidity risk is where the Company may be unable to meet its financial obligations as and when they fall due, generally due to a shortage of cleared funds. The Company manages its liquidity risk through continuously monitoring its cleared funds position by utilising short term cash budgets, considering expected cash flows from financial assets and liabilities, in particular its trade receivables and payables and negotiating extended payment terms where possible. The Company’s existing cash resources and trade receivables exceed the current cash outflow requirements.
| F-35 |
The contractual maturity analysis of the Company’s financial instruments is noted below:
30 June 2023 | 3 months or less A$ | Over 3 to 12 months A$ | Total A$ | |||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade and other receivables | ||||||||||||
| Term deposits | ||||||||||||
| Financial liabilities: | ||||||||||||
| Trade and other payables | ( | ) | ( | ) | ||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Borrowings | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | |||||||
30 June 2022 | 3 months or less A$ | Over 3 to 12 months A$ | Total A$ | |||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Trade and other receivables | ||||||||||||
| Term deposits | ||||||||||||
| Financial liabilities: | ||||||||||||
| Trade and other payables | ( | ) | ( | ) | ||||||||
| Lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Borrowings | ( | ) | ( | ) | ||||||||
| ( | ) | ( | ) | ( | ) | |||||||
29. Capital management policies
The Company’s capital management objectives are:
| ● | To ensure the Company’s ability to continue as a going concern; and | |
| ● | To provide an adequate return to shareholders by pricing products and services in a way that reflects the level of risk involved in providing those goods and services. |
Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may issue new shares, convert debt to equity or sell assets to reduce debt.
Performance Rights Plan
The Company has a performance-based compensation scheme which allows select employees, contractors and consultants the right to acquire ordinary shares in the Company upon the Company attaining certain milestones and performance targets (“Performance Right”). No amounts are paid or payable by the recipient on receipt of the Performance Right or the shares (if issued). The Performance Rights carry neither entitlement to dividends nor voting rights.
| F-36 |
Performance Rights vesting conditions
| Tranche | Vesting Conditions | Expiry Date | ||
| 1 | ||||
| 2 | ||||
| 3 |
As at 30 June 2023, none of the vesting conditions have been met.
Valuation and recognition
The liability for the performance rights is measured, initially and at the end of each reporting period until settled, at the full fair value of the performance rights, taking into account the probability of the Company attaining the performance hurdles, the probability that employees will remain eligible to retain the performance rights through continued service and the extent to which employees have rendered services to date.
The
value of the Performance Rights within the Reserve at 30 June 2023 was $
Movements in Performance Rights during the year
| 2023 | 2022 | |||||||
| Tranche 1 | ||||||||
| Balance at beginning of year | ||||||||
| Granted during the year | ||||||||
| Forfeited during the year | ( | ) | ( | ) | ||||
| Exercised during the year | ||||||||
| Expired during the year | ||||||||
| Balance at end of year | ||||||||
| 2023 | 2022 | |||||||
| Tranche 2 | ||||||||
| Balance at beginning of year | ||||||||
| Granted during the year | ||||||||
| Forfeited during the year | ( | ) | ( | ) | ||||
| Exercised during the year | ||||||||
| Expired during the year | ||||||||
| Balance at end of year | ||||||||
| 2023 | 2022 | |||||||
| Tranche 3 | ||||||||
| Balance at beginning of year | ||||||||
| Granted during the year | ||||||||
| Forfeited during the year | ( | ) | ( | ) | ||||
| Exercised during the year | ||||||||
| Expired during the year | ||||||||
| Balance at end of year | ||||||||
On 7 December 2022, our shareholders authorised at an extraordinary general shareholders’ meeting, a one-for-twenty reverse share split of our issued and outstanding ordinary shares (the “Reverse Share Split”). Issued and outstanding performance rights were split on the same basis. The number of performance rights following the split are reflected in the table above.
| F-37 |
31. Related party transactions
Principles of related party compensation
The Company’s current remuneration structure is largely comprised of fixed remuneration and long-term performance-based incentives, which we believe to be appropriate for a business of our size and nature. Locafy listed in March 2022 and is undertaking a continuous improvement program to transition from its legacy executive remuneration framework that was in line with a venture capital structure to that of a listed company. This will include a review of the framework to align executive remuneration with our reward principles, strategy and best practice.
Directors’ remuneration
| Short term | Post-employment | Other long term | Share-based payments(1) | |||||||||||||||||||||||
Salary fees | Cash bonus non-monetary benefits | Annual leave accrual(2) | Super- annuation | Long service leave accrual(3) | Performance Rights | Total | ||||||||||||||||||||
| Total directors | ( | ) | ( | ) | ||||||||||||||||||||||
| (1) | |
| (2) | |
| (3) |
Performance Rights held by Directors
The movement during the reporting period of Performance Rights over ordinary shares in Locafy Limited held, directly, indirectly or beneficially by directors, including their related parties, is as follows:
Held at July 1, 2022 (1) | Granted as compensation (2) | Exercised | Lapsed | Forfeited | Other changes | Held at June 30, 2023 | Vested during the year | Vested and exercise-able at June 30, 2023 | ||||||||||||||||||||||||||||
| Total Directors | ||||||||||||||||||||||||||||||||||||
| (1) | |
| (2) |
| F-38 |
Shares held by Directors
| Held at July 1, 2022 (1) | Received on exercise of Performance Rights | Other changes (2) | Held at June 30, 2023 | |||||||||||||
| Total Directors | ||||||||||||||||
| (1) | |
| (2) |
Other related party transactions
Mr.
Ranko Matic held the company secretary position for the period, 1 July 2022 to 6 September 2022 and was paid A$
32. Events after the reporting date
| ● | On 18 July 2023, the Company announced the signing of a new enterprise contract with a leading integrated marketing and advertising agency; primarily focused on the deployment of the Company’s Keystone product. |
33. Authorisation of financial statements
The consolidated financial statements for the year ended 30 June 2023 (including comparatives) were approved by the board of directors on 11 October 2023.
 |
 | |
| Gavin Burnett | Melvin Tan | |
| Chief Executive Officer | Chief Financial Officer |
| F-39 |