Preliminary Final Report
Released
Released
Announcement PDF
ASX Release
JAXSTA PRELIMINARY FINAL REPORT FOR THE 30 JUNE 2023
FINANCIAL YEAR
Melbourne, Australia, 31 August 2023: Jaxsta Limited ACN 106 513 580 (Jaxsta or the
Company, ASX: JXT), the world's largest database of official music credits, is pleased to
release its preliminary final report and appendix 4E for the year ending 30 June 2023.
For further information please contact: jake@soundstory.com.au
Authorisation & Additional Information:
This announcement was authorised by
the Board of Directors of Jaxsta Limited
Jaxsta Investor Relations:
E: jake@soundstory.com.au
P: +61 0419 023 046
www.jaxsta.com
11 Wilson St
South Yarra VIC 3141
-Ends-
Jaxsta Ltd.
| ABN 15 106 513 580
| ASX:JXT
| 11 Wilson Street South Yarra VIC 3141
ABOUT JAXSTA
Jaxsta is the world's only official music credits database. It contains more than 355 million
official, deep-linked music credits across 110 million pages, sourced from over 366 data
partners, including record labels, publishers and industry associations. Jaxsta's data is
mapped to the world's charts and can provide world-first insights including custom
repertoire reports to ensure industry organizations can map music ownership and
revenue. Jaxsta is a key solution to the music industry's metadata problem.
ABOUT VINYL.COM
Vinyl.com is a record store with a difference. Vinyl.com is a global marketplace where
Creators and Music Fans can connect and collect. Vinyl..com is an online record store that
allows you to easily buy your favourite record while allowing you to dig through liner notes
as though you’re diggin’ through crates, exploring who did what on each album and more.
Our offer to music fans is an extensive catalog of over 50,000 records across all genres,
powered by Official Music Credits, verifying every creative contribution on every recording.
Vinyl.com will ensure that everyone is recognised - main artists, songwriters, producers,
composers, engineers, musicians and all roles. Vinyl..com has a clear vision of the
experience that should be expected with this iconic url and is expanding beyond selling
vinyl records to include merchandise, tickets, digital collectibles and experiences that
connect fans with creators.
ABOUT VAMPR
Vampr is the world's leading music industry social network connecting musicians,
creatives and artists so they can collaborate, create new music and monetize their work.
Founded by The Music Network's 30 Under 30 Power Player, Josh Simons, and
multi-platinum songwriter/guitarist from 'Hunters & Collectors', Baz Palmer, the multi
award-winning app recently surpassed a milestone of 1.3 million global users who are
active in 182 countries. The company was named by Fast Company in their Most Innovative
Companies list in 2022.
Jaxsta Ltd.
| ABN 15 106 513 580
| ASX:JXT
| 11 Wilson Street South Yarra VIC 3141
(ASX: JXT)
Preliminary Financial Report, FY 2023
31 August 2023
Message from the CEO
We are pleased to share our preliminary financial report today. This should be read as a precursor to
the annual report which we will release in September. The annual report will include a much more
detailed analysis of the performance of the business over the past year and a preview of what’s to
come.
The highlights of today’s update are the 455% increase in revenue YoY while reducing cash used in
operations by 42% YoY.
As discussed in our most recent 4C, the company is currently working on integrating our core brands
and services, to leverage the data from each to bring our customers world-class services and
increase sales. To this end, and since our last update, we have deployed an updated version of
Vinyl.com based on early customer feedback. We have optimised our technical workflow and taken
development of Vinyl.com fully in-house.
We have also begun the important work of bringing together the Jaxsta and Vampr creator
functionalities with updates to our mobile platforms shipping at regular intervals.
Our focus for the next 12 months will remain on increasing our revenues and moving towards
profitability.
I look forward to sharing our annual report in the coming weeks where we will elaborate on the above
and also schedule an investor presentation where we will have the opportunity to discuss progress
with investors.
Josh Simons - Chief Executive Officer
2
Highlights from the Year
Jaxsta’s key business highlights for the year ending 30 June 2023 are
set out below:
●
455% increase in revenues YoY:
○
from organic increases in our platform with the launch
of Business and Enterprise solutions;
○
the launch of Vinyl.com; and
○
one month of Vampr revenues since the acquisition
close on 1 June.
●
Our operating cash flows were reduced by 42% YoY:
○
The initial reductions from the Songtradr transformation
plan;
○
Further savings from continued optimisation of our cost
structure and streamlining personnel costs following the
Vampr acquisition, to align with our ongoing goal of
reaching breakeven in a lean and fast organisation.
3
Revenue & Operating Cash comparisons
$477K increase YoY
$2.3M reduction YoY
Jaxsta Ltd
Appendix 4E
Preliminary final report
1. Company details
Name of entity:
ABN:
Reporting period:
Previous period:
Jaxsta Ltd
15 106 513 580
For the year ended 30 June 2023
For the year ended 30 June 2022
2. Results for announcement to the market
$
Revenues from ordinary activities
up
454.8%
to
582,209
Other income and interest revenue
down
32.0%
to
774,585
Loss from ordinary activities after tax attributable to the owners of Jaxsta Ltd
up
15.3%
to
(7,146,492)
Loss for the year attributable to the owners of Jaxsta Ltd
up
15.3%
to
(7,146,492)
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the Group after providing for income tax amounted to $7,146,492 (30 June 2022: $6,200,747).
Refer to Market announcement, which precedes the Appendix 4E, for further commentary on the results for the year ended
30 June 2023.
3. Net tangible assets
Reporting
period
Cents
Net tangible assets per ordinary security
(0.48)
Previous
period
Cents
0.12
Net tangible assets per ordinary security has been calculated by including the net right-of-use assets of $nil (2022: $3,054).
4. Control gained over entities
Name of entities (or group of entities)
Vampr, Inc. and Vinyl, Inc.
Date control gained
1 June 2023 (Vampr, Inc.) *
27 January 2023 (Vinyl, Inc.)
* Refer to note 10 'Business combinations' for further details.
5. Loss of control over entities
Not applicable.
Jaxsta Ltd
Appendix 4E
Preliminary final report
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
There were no dividends paid, recommended or declared during the previous financial period.
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements are in the process of being audited and an unqualified opinion is expected to be issued. The auditor's
report will contain a paragraph addressing material uncertainty related to going concern.
11. Attachments
Details of attachments (if any):
The Unaudited Preliminary Financial Report of Jaxsta Ltd for the year ended 30 June 2023 is attached.
12. Signed
Signed ___________________________
Linda Jenkinson
Chair
Sydney
Date: 31 August 2023
Jaxsta Ltd
ABN 15 106 513 580
Unaudited Preliminary Financial Report - 30 June 2023
Jaxsta Ltd
Contents
30 June 2023
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
2
3
4
5
6
1
Jaxsta Ltd
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2023
Note
Consolidated
2023
2022
$
$
Revenue
2
582,209
104,935
Other income
Interest income calculated using the effective interest method
3
762,024
12,561
1,139,787
274
(40,580)
(2,966,600)
(844,370)
(72,107)
(68,016)
(544,997)
(177,502)
(7,761)
(2,448,508)
(393,456)
(939,389)
(1,180)
(4,191,061)
(1,523,893)
(239,468)
(364,019)
(750,483)
(18,442)
366,150
(689,690)
(33,657)
(7,146,492)
(6,200,747)
-
-
(7,146,492)
(6,200,747)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
(3,660)
-
Other comprehensive income for the year, net of tax
(3,660)
-
(7,150,152)
(6,200,747)
Cents
Cents
Expenses
Raw materials and consumables used
Employee benefits expense
Product development expense
Depreciation and amortisation expense
Impairment of assets
Professional fees
Marketing expense
Occupancy expense
Fair value (loss)/gain on financial liabilities
Other expenses
Finance costs
4
4
4
4,6
8
4
4
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the owners of Jaxsta
Ltd
Other comprehensive income
Total comprehensive income for the year attributable to the owners of Jaxsta
Ltd
Basic earnings per share
Diluted earnings per share
11
11
(2.00)
(2.00)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
2
(1.87)
(1.87)
Jaxsta Ltd
Statement of financial position
As at 30 June 2023
Note
Consolidated
2023
2022
$
$
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other assets
Total current assets
2,966,748
919,551
29,205
3,915,504
3,123,935
1,113,693
30,610
4,268,238
18,329
5,495,187
5,513,516
41,230
83,261
187,158
311,649
9,429,020
4,579,887
868,357
40,332
3,222,839
120,515
4,252,043
872,348
1,199
33,915
86,315
254,156
24,814
1,272,747
431,239
2,850,072
29,107
3,310,418
498,801
2,163,021
51,036
2,712,858
Total liabilities
7,562,461
3,985,605
Net assets
1,866,559
594,282
5
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
6
Total assets
Liabilities
Current liabilities
Trade and other payables
Contract liabilities
Borrowings and derivative financial instruments
Lease liabilities
Employee benefits
Lease make good provision
Total current liabilities
7
8
Non-current liabilities
Contract liabilities
Borrowings and derivative financial instruments
Employee benefits
Total non-current liabilities
8
Equity
Issued capital
Reserves
Accumulated losses
9
Total equity
46,607,380
38,620,271
5,238,461
4,806,801
(49,979,282) (42,832,790)
1,866,559
The above statement of financial position should be read in conjunction with the accompanying notes
3
594,282
Jaxsta Ltd
Statement of changes in equity
For the year ended 30 June 2023
Consolidated
Issued
capital
$
Reserves
$
Retained
profits
$
Total equity
$
Balance at 1 July 2021
36,454,852
2,241,375
(36,632,043)
2,064,184
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
-
-
(6,200,747)
-
(6,200,747)
-
Total comprehensive income for the year
-
-
(6,200,747)
(6,200,747)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 9)
Share-based payments
Convertible note issuance transaction cost (note 21)
2,165,419
-
573,324
1,992,102
-
2,165,419
573,324
1,992,102
Balance at 30 June 2022
38,620,271
4,806,801
(42,832,790)
594,282
Consolidated
Issued
capital
$
Reserves
$
Retained
profits
$
Balance at 1 July 2022
38,620,271
4,806,801
(42,832,790)
594,282
Loss after income tax expense for the year
Other comprehensive income for the year, net of tax
-
(3,660)
(7,146,492)
-
(7,146,492)
(3,660)
Total comprehensive income for the year
-
(3,660)
(7,146,492)
(7,150,152)
Transactions with owners in their capacity as owners:
Contributions of equity, net of transaction costs (note 9)
Share-based payments
7,987,109
-
435,320
-
7,987,109
435,320
Balance at 30 June 2023
46,607,380
5,238,461
(49,979,282)
1,866,559
Total equity
$
The above statement of changes in equity should be read in conjunction with the accompanying notes
4
Jaxsta Ltd
Statement of cash flows
For the year ended 30 June 2023
Note
Consolidated
2023
2022
$
$
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Receipts from grants - research and development (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Receipts from grants - export development (inclusive of GST)
298,914
1,040,906
(4,562,143)
32,574
101,296
809,265
(6,371,181)
100,000
Interest received
Interest and other finance costs paid
(3,189,749)
11,464
-
(5,360,620)
274
(147,997)
Net cash used in operating activities
(3,178,285)
(5,508,343)
(50,000)
(16,936)
(10,383)
(50,000)
(27,319)
3,372,950
(187,965)
(113,887)
-
2,500,060
(170,500)
3,000,000
(131,390)
Net cash from financing activities
3,071,098
5,198,170
Net decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
(157,187)
3,123,935
(337,492)
3,461,427
Cash and cash equivalents at the end of the financial year
2,966,748
3,123,935
Cash flows from investing activities
Payments for property, plant and equipment
Payments for intangibles
6
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Proceeds from borrowings
Repayment of borrowings
Repayment of lease liabilities
9
The above statement of cash flows should be read in conjunction with the accompanying notes
5
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 1. Operating segments
Identification of reportable operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance.
Management identifies one operating segment based on the Group’s service lines, therefore the operating segment
information is as disclosed throughout these financial statements.
The Group’s segment operating loss reconciles to the Group’s loss before tax as presented in its financial statements.
The information reported to the CODM is on a monthly basis.
Major customers
There are 5 major customers (2022: 4) that account for more than 70.3% (2022: 75.6%) of the Group's revenue. The total
amount of revenues from these customers was $174,248, $84,174, $68,730, $44,736 and $37,709 (2022: $33,286, $22,361,
$13,202 and $10,447).
Geographical information
Sales to external customers
2023
2022
$
$
Australia
Americas
Europe, Middle East and Africa
Asia Pacific
Geographical non-current
assets
2023
2022
$
$
13,336
422,795
144,997
1,081
37,021
62,709
4,261
944
5,513,516
-
311,649
-
582,209
104,935
5,513,516
311,649
The geographical non-current assets above are exclusive of, where applicable, financial instruments, deferred tax assets,
post-employment benefits assets and rights under insurance contracts.
Note 2. Revenue
Subscription revenue is recognised on a pro rata basis as subscriptions or licenses may cover multiple accounting periods,
commencing on the date the subscription is made available to customers. Any set up services relating to our APIs or Data
Solutions are recognised when performed. All subscriptions are for one to twelve month terms and include an auto-renewal
clause, although customers can cancel the subscriptions prior to the end.
Consolidated
2023
2022
$
$
Revenue from contracts with customers
582,209
6
104,935
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 2. Revenue (continued)
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Consolidated
2023
2022
$
$
Major product lines
Subscription revenue
API revenue
Other
Timing of revenue recognition
Goods transferred at a point in time
Services transferred over time
388,068
154,560
39,581
20,455
84,047
433
582,209
104,935
39,581
542,628
84,480
20,455
582,209
104,935
The disaggregation of revenue by geographical regions is presented in note 1 'Operating segments'.
Note 3. Other income
Consolidated
2023
2022
$
$
Export market development grant
Research and development tax incentive
Other income
36,600
721,386
4,038
100,000
1,039,787
-
Other income
762,024
1,139,787
Note 4. Expenses
Consolidated
2023
2022
$
$
Loss before income tax includes the following specific expenses:
Cost of sales
Cost of sales
40,580
1,180
Depreciation
Computer equipment
Office equipment
Buildings right-of-use assets
5,698
7,239
49,075
21,042
6,167
143,793
Total depreciation
62,012
171,002
Amortisation
Platform development
Trademarks
10,095
56,707
11,759
Total amortisation
10,095
68,466
7
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 4. Expenses (continued)
Consolidated
2023
2022
$
$
Total depreciation and amortisation
72,107
239,468
Employee benefits expense
Salary and wages
Share-based payments expense
Defined contribution superannuation expense
2,313,126
435,320
218,154
3,468,837
431,378
290,846
Total employee benefits expense
2,966,600
4,191,061
Product development expense
Product development cash expenses
Product development equity-based payments
843,788
582
1,503,841
20,052
Total product development expense
844,370
1,523,893
Other expenses including the following material expenses:
Board fees
Insurance
Accounting and audit fees
Filing fees
Other
103,485
140,756
94,139
55,076
249,900
131,787
108,030
84,341
107,707
Other expenses
393,456
681,765
Finance costs
Interest and finance charges paid/payable on borrowings
Interest and finance charges paid/payable on lease liabilities
939,389
-
20,346
13,311
Finance costs expensed
939,389
33,657
Net foreign exchange loss
Net foreign exchange loss
7,222
7,805
Net loss on disposal
Net loss on disposal of property, plant and equipment
5,847
-
Impairment of assets
Right-of-use assets
Intangibles (note 6)
11,897
56,119
-
68,016
-
8
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 5. Trade and other receivables
Consolidated
2023
2022
$
$
Current assets
Trade receivables
Research and development incentive receivable
Other receivables
GST receivable
167,963
651,764
52,525
47,299
25,625
1,039,784
1,995
46,289
919,551
1,113,693
Note 6. Intangibles
Consolidated
2023
2022
$
$
Non-current assets
Goodwill - at cost
5,373,215
-
Platform development - at cost
Less: Accumulated amortisation
178,963
(178,963)
-
178,963
(178,963)
-
Trademarks - at cost
Less: Accumulated amortisation
Less: Impairment
256,538
(62,196)
(72,370)
121,972
255,510
(52,101)
(16,251)
187,158
5,495,187
187,158
The Group decided not to proceed with certain patent applications as part of their cost cutting measures and impaired
$56,119 of patents during the year ended 30 June 2023.
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Platform
development
$
Trademarks
$
-
56,707
(56,707)
188,534
10,383
(11,759)
245,241
10,383
(68,466)
Balance at 30 June 2022
Additions
Additions through business combinations (note 10)
Impairment of assets (note 4)
Amortisation expense
5,373,215
-
-
187,158
1,028
(56,119)
(10,095)
187,158
1,028
5,373,215
(56,119)
(10,095)
Balance at 30 June 2023
5,373,215
-
121,972
5,495,187
Goodwill
$
Consolidated
Balance at 1 July 2021
Additions
Amortisation expense
9
Total
$
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 7. Trade and other payables
Consolidated
2023
2022
$
$
Current liabilities
Trade payables
Sales tax payable
Other payables
297,857
1,800
568,700
195,165
677,183
868,357
872,348
Note 8. Borrowings and derivative financial instruments
Consolidated
2023
2022
$
$
Current liabilities
Insurance financing
Convertible notes payable - tranche 1 (i) and *
Derivative liability
Non-current liabilities
Convertible notes payable - tranche 1 (i)
Derivative financial liabilities - tranche 1 (i)
Derivative financial liabilities - tranche 2 (ii)
134,542
1,967,238
1,121,059
33,915
-
3,222,839
33,915
2,850,072
846,483
557,919
758,619
2,850,072
2,163,021
Insurance financing
Insurance funding is a ten months short term loan, repayable/renewable on 31 October 2023 with a fixed interest rate of
6.98% (2022: 5.19%).
Convertible notes payable
On 10 September 2020, the Company entered into a convertible note agreement with Songtradr Inc. for a principal value of
$1,420,000. Conversion would result in the issue of 40,571,429 fully paid ordinary Jaxsta shares at a price of $0.035 per
share for the principal value of the note. The conversion is at the right of the noteholder, except if:
●
the Company registers a full year net profit of $5,000,000 at which time 100% of the note is converted automatically; or
●
the Company registers a full year net profit of $2,500,000 at which time 50% of the note is converted automatically.
On 24 June 2022, the shareholders authorised the Company to enter into an additional tranche of the prior convertible note
agreement with Songtradr Inc. for a principal value of $3,000,000. Conversion would result in the issue of 142,857,143 fully
paid ordinary Jaxsta shares at a price of $0.021 per share for the principal value of the note. All the conditions of the original
convertible note remain and in addition the Company agreed to appoint two directors proposed by Songtradr and enter into
a cost reduction and growth plan agreed to by Songtradr. The Company completed those requirements by the completion of
the shareholder approval. Additionally, as a consequence of the variation of the note, the original note of $1,420,000 would
change the conversion price from $0.035 to $0.021, resulting in the potential issue of a further 27,047,619 ordinary shares.
The noteholder at their option can convert or seek repayment of the note at the expiration of the term of the note. The note
has an anti-dilution clause that adjust the conversion price if certain circumstances occur before the final redemption
date. The note has a term of up to 3 years and carries a coupon rate of 7.5% which will be accrued and paid at the end of
the term or capitalised and converted at the time of conversion or repayment. The note is secured by a first ranking security
over the assets of the Company and its subsidiaries. The noteholder has issued a conversion notice to be executed for
Tranche #1 to be converted at the Tranche #1 expiry date of 9 September 2023.
10
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 8. Borrowings and derivative financial instruments (continued)
The second tranche also includes a separate option to invest a further $3,000,000 under an option agreement with an
exercise price of $0.021 per share. The option has a life of three years and can only be exercised if Tranche #2 is partially
or fully converted and up to the amount of Tranche 2 converted into shares.
(i)
Tranche 1 - Under the requirements of AASB 9 Financial Instruments, the change in terms of the notes requires
derecognition of the original note and recognition of the new note, with the difference recognised in the profit or loss.
The note is considered a hybrid financial instrument that contains a financial liability host and an embedded derivative
based on the fair value of the conversion option that are not closely related. The financial liability host and the embedded
derivative components have therefore been bifurcated and valued separately.
As of 30 June 2023, the tranche 1 host liability is recorded at $1,597,155 (2022: 846,483) and the derivative liability has
been measured at $1,121,058 (2022: $557,919) after recording a fair value gain for the year of $346,610 (2022: loss of
$111,436). This reflects the current nature of the debt and represents interest and principal.
(ii)
Tranche 2 - The note is considered a hybrid financial instrument that contains a financial liability host and an embedded
derivative based on the fair value of the conversion option that are not closely related. The financial liability host and
the embedded derivative components have therefore been bifurcated and valued separately.
As of 30 June 2023, the tranche 2 derivative liability has been measured at $2,850,072 (2022: $1,013,502), after
recording a fair value loss of $2,823,041 and an interest expense of $373,370.
* On 1 June 2003, the Company entered into a one year convertible note agreement with one of the vendors of Vampr, as
part of the transaction for a principal amount of US$258,000. The noteholder has the right to convert the note at a conversion
price of A$0.05. The note carries a 10% interest rate. The note is considered a single combined instrument at FVTPL. The
Company recognised a fair value loss of $28,923.
The total fair value loss on re-measurement of the derivative liability components as at 30 June 2023 was $2,448,508 (2022:
gain of $366,150).
Note 9. Issued capital
2023
Shares
Ordinary shares - fully paid
517,644,429
Consolidated
2022
2023
Shares
$
2022
$
342,578,199
46,607,380
38,620,271
Shares
Issue price
$
Movements in ordinary share capital
Details
Date
Balance
Shares issued on capital raising
Shares issued on capital raising
Transaction costs
1 July 2021
28 September 2021
28 September 2021
300,910,430
41,667,669
100
$0.060
$0.250
36,397,102
2,500,060
25
(276,916)
Balance
Exercise of share options
Shares issued on capital raising
Issue of shares - Vampr acquisition
Shares issued on capital raising
Shares to be issued on capital raising
Transaction costs
30 June 2022
15 July 2022
3 January 2023
1 June 2023
27 June 2023
27 June 2023
342,578,199
150,000
12,431,754
88,734,476
73,750,000
-
$0.000
$0.030
$0.057
$0.040
$0.000
38,620,271
372,950
4,791,761
2,950,000
50,000
(177,602)
Balance
30 June 2023
517,644,429
11
46,607,380
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 9. Issued capital (continued)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and any proceeds attributable to shareholders should the
Company be wound up, in proportions that consider both the number of shares held and the extent to which those shares
are paid up. The fully paid ordinary shares have no par value and the Company does not have a limited amount of authorised
capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Note 10. Business combinations
On 1 June 2023, the Company acquired 100% of the ordinary shares of Vampr Inc. for the total consideration transferred of
$5,188,219. Vampr is the world's leading music industry social network connecting musicians, creatives and artists so they
can collaborate, create new music and monetise their work. This acquisition immediately increases Jaxsta's footprint in the
creator community. The goodwill of $5,373,215 is currently being recognised in the statement of financial position as the
Company are currently in the process of finalising their acquisition accounting. The acquired business contributed revenues
of $14,603 and profit after tax of $390 to the Group for the period from 1 June 2023 to 30 June 2023. If the acquisition
occurred on 1 July 2022, the full year contributions would have been revenues of $381,751 and losses after tax of $1,234,429.
The values identified in relation to the acquisition of Vampr Inc. are provisional as at 30 June 2023 until all intangibles values
are individually assigned.
Details of the acquisition are as follows:
Fair value
$
Cash and cash equivalents
Trade and other receivables
Trade and other payables
31,657
22,191
(238,844)
Net liabilities acquired
Goodwill
(184,996)
5,373,215
Acquisition-date fair value of the total consideration transferred
5,188,219
Representing:
Jaxsta Ltd shares issued to vendor
Convertible notes
4,791,662
396,557
5,188,219
Cash used to acquire business, net of cash acquired:
Acquisition-date fair value of the total consideration transferred
Less: shares issued by Company as part of consideration
Less: convertible notes
Net cash used
5,188,219
(4,791,662)
(396,557)
-
12
Jaxsta Ltd
Notes to the financial statements
30 June 2023
Note 11. Earnings per share
Consolidated
2023
2022
$
$
Loss after income tax attributable to the owners of Jaxsta Ltd
(7,146,492)
(6,200,747)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
356,920,578
332,418,113
Weighted average number of ordinary shares used in calculating diluted earnings per share
356,920,578
332,418,113
Cents
Cents
Basic earnings per share
Diluted earnings per share
(2.00)
(2.00)
13
(1.87)
(1.87)
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