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FRONTIER DIGITAL VENTURES LIMITED Interim / Quarterly Report 2021

Aug 24, 2021

64907_rns_2021-08-24_d9b39797-e992-44f4-bb2c-35705ac4961c.pdf

Interim / Quarterly Report

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Frontier Digital Ventures Limited

ABN 25 609 183 959

Appendix 4D Preliminary Financial Report

“Results for announcement to the Market.”

Information for the half year ended 30 June 2021 given to ASX under listing rule 4.2A.3

Key Frontier Digital Ventures Limited information

ey Frontier Digital Ventures Limited information ey Frontier Digital Ventures Limited information ey Frontier Digital Ventures Limited information
Halfyear ended 30 June 2021
$000
2020
$000
Change
Revenues from ordinary operations
(Loss)/Profit from ordinary activities after tax attributable to members
(Loss)/Profit after tax attributable to members
(Loss)/Profit per Share (basic)
(Loss)/Profit per Share (diluted)
NTA per Share
21,629
(4,329)
(4,329)
Cents
(1.26)
(1.26)
-
8,308
160%
3,190
-236%
3,190
-236%
Cents
1.25
-201%
1.25
-201%
0.08
NA

Dividends

Frontier Digital Ventures Limited does not propose to pay a dividend for this reporting period (2020: nil).

Basis of this report

This report is based on the attached interim financial report of Frontier Digital Ventures Limited and controlled entities for the period ended 30 June 2021 which has been subject to review by the Company’s external auditors and should be read in conjunction with Frontier’s Annual Report for the year ended 31 December 2020. This report is lodged with the Australian Securities Exchange under listing rule 4.2A.

For and on behalf of the Board

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Anthony Klok Chairman 24 August 2021

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FRONTIER DIGITAL VENTURES LIMITED ABN 25 609 183 959 INTERIM FINANCIAL STATEMENTS For the half year ended 30 June 2021

Frontier Digital Ventures Limited and Controlled Entities

CONTENTS
Page
Directors’ Report 1
Auditor’s Independence Declaration 4
Directors’ Declaration 5
Condensed Consolidated Statement of Comprehensive Income 6
Condensed Consolidated Statement of Financial Position 8
Condensed Consolidated Statement of Changes in Equity 10
Condensed Consolidated Statement of Cash Flows 11
Notes to the Condensed Consolidated Financial Statements 12
Independent Auditor’s Review Report to the Members of Frontier Digital Ventures Limited 29
Corporate Directory 31

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

DIRECTORS’ REPORT

The Directors of Frontier Digital Ventures Limited (“the Company” or “Frontier”) submit the interim financial report of the Company and its subsidiaries (“the Group”) for the half year ended 30 June 2021. In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows:

Information about the Directors and senior management

The names and particulars of the Directors of the Company during, or since the end of half year ended 30 June 2021 are as follows:

Anthony Klok Independent Director, non-executive Chairman Shaun Di Gregorio Non-independent executive Director and Chief Executive Officer Mark Licciardo Independent, non-executive Director and Company Secretary

Principal activities

The principal activity of the Group during the half year was investing in and operating developing online classifieds businesses (“Operating Companies”) in emerging and developing countries or regions (“Target Markets”) which are markets at an early stage of online development, but with anticipated strong growth prospects.

Over the course of the year, the Group has continued its geographical focus on Target Markets in developing Asia (excluding China and India), Central and South America, and Africa/MENA, with particular focus on South East Asia and South America.

Review of Operations

Due to the nature of Frontier’s portfolio, there is a difference between the “economic interest” in investments and the financial performance reported in the consolidated financial statements. At the period end, the portfolio consisted of fourteen investments accounted for as Controlled Entities on a Consolidated basis and two investments reported as Associates under the equity method in accordance with AASB 128.

The Group reports revenues from continuing operations of $21,629,496 (2020: $8,307,543) and corresponding adjusted loss before interest, tax, depreciation and amortisation (Adjusted EBITDA loss) of $3,840,779 (2020: $2,085,415) for the half year period ended 30 June 2021, as detailed in note 3.

30 Jun 2021
$
30 Jun 2020
$
Revenue from continuing operations of Controlled Entities
Corporate revenues
Revenue from continuing operations
Adjusted EBITDA loss from continuing operations of Controlled Entities
Corporate and consolidated results
Adjusted EBITDA loss from continuing operations (Note 3)
Share of Associate’s net profit/(loss) before foreign exchange loss
Gain on disposal of an associate and deemed disposal of Associate
shareholding
Impairment of goodwill
Net effect of loss and subsequent gain on control of iMyanmarhouse
Equity settled share-based payments
Depreciation and amortisation
(Loss)/Profit from continuing operations before unrealised foreign
exchange gain
Unrealised currency exchange gain
Share of Associate’s unrealised foreign exchange loss
Loss on disposal of a subsidiary
(Loss)/Profit before interest and tax (EBIT)
Net interest (paid)/received
Income tax benefit
Net (loss)/profit after tax
21,629,496
8,305,706
-
1,837
21,629,496
8,307,543
(1,703,240)
(735,401)
(2,137,539)
(1,350,014)
(3,840,779)
(2,085,415)
434,405
(1,098,466)
1,066,718
6,798,910
(459,218)
-
(542,800)
-
(157,603)
(110,725)
(5,586,974)
(1,683,011)
(9,086,251)
1,821,293
1,973,082
905,953
(200,963)
(579,969)
-
(267,935)
(7,314,132)
1,879,342
(2,664)
85,925
246,348
31,727
(7,070,448)
1,996,994

Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as restructuring costs, legal expenses, and other isolated, non-recurring events. It also excludes the effects of equity-settled share-based payments and unrealised gains or losses on financial instruments.

1

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Directors’ Report (cont’d)

Review of Operations (cont’d)

On 24 February 2021, the Group entered into the sale and purchase agreement to acquire from Adevinta ASA 100% of the issued capital of Yapo.cl (“Yapo”) with cash consideration of EUR15,998,901 (AUD equivalent 24,521,407). Yapo is the leading general classifieds business in Chile with high value auto and real estate verticals. This strategic acquisition further strengthens the Group’s market position in Latin America through entry into a new market, complementing existing market position held by Fincaraiz, Infocasas and Encuentra24.

During the period, the Group also acquired the remaining interests in two operating companies, Moteur and Infocasas to 100%. These investments are consistent with FDV’s desire to increase its ownership of the best operating companies in its portfolio.

Accounting control over subsidiaries in which the Group holds a minority interest is achieved as a result of the Group’s absolute and unfettered discretion over operational matters, significant to the Group’s ability to direct the business activities of the investments.

The Group continues to carry a significant exposure to movements in the currency exchange rates between the United States Dollar (USD) and the Australian Dollar (AUD). Most acquisitions are denominated in USD and the USD is the functional currency of the intermediate holding company of the Group as well as a few significant subsidiaries. The Group held 47% (31 December 2020: 24%) of its cash balances in USD denominated accounts at the period end. Since the Group reports its financial results in AUD, it continues to carry significant currency reporting risks. The current period reported a unrealised currency exchange gain of $1,973,082 (period ended 30 June 2020 unrealised currency exchange gain of $905,953).

Dividends

No dividends have been paid or declared since the start of the financial year and the Group does not propose to pay a dividend for this reporting period (2020: Nil).

Events subsequent to reporting date

COVID-19

The Group will continue to assess and monitor the COVID-19 situation closely as well as the measures imposed by the Governments of the respective countries where the Group operates. Although the duration and ultimate impact COVID-19 will have on world economies remains unknown, the Group and its operating businesses are well capitalised and are in a strong position to navigate the uncertainty COVID-19 has presented to businesses worldwide.

Other subsequent events

On 12 July 2021, the Group entered into a share purchase agreement to acquire an additional 110,556 ordinary shares from the vendor shareholders of Hoppler with a total consideration of US$250,000 (AUD equivalent 334,475), increasing its equity interest from 42.00% to 51.05%.

There have been no other transactions or events of a material and unusual nature between the end of the reporting period and the date of this report that will, in the opinion of the Directors of the Company, significantly affect the operations of the consolidated entity, the results of those operations, or state of affairs of the consolidated entity in future years.

Indemnification of auditors

No indemnities have been given or insurance premiums paid, during or since the period end, for any auditors of the Group.

Auditor’s independence declaration

The statement by the Consolidated Entity’s external auditors to the members of Frontier Digital Ventures Limited in relation to the auditors’ compliance with the independence requirements of the Corporations Act and the professional code of conduct for external auditors, forms part of this Directors’ Report and is set out after this Directors’ Report on page 4.

No person who was an Officer of the Company during the financial period was a Director or partner of the Group’s external auditor at a time when the Group’s external auditor conducted an audit of the Group.

2

Frontier Digital Ventures Limited and Controlled Entities Directors’ Report

Signed in accordance with a resolution of directors made pursuant to s.306(3) of the Corporations Act 2001.

Dated 24 August 2021

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……………………………… Anthony Klok Chairman

3

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Deloitte Touche Tohmatsu ABN 74 490 121 060

477 Collins Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia

DX: 111 Tel: +61 (0) 3 9671 7000 Fax: +61 (0) 9671 7001 www.deloitte.com.au

24 August 2021

The Board of Directors Frontier Digital Ventures Limited Level 7, 300 Collins Street MELBOURNE VIC 3000

Dear Board Members

Auditor’s Independence Declaration to Frontier Digital Ventures Limited

In accordance with section 307C of the Corporations Act 2001 , I am pleased to provide the following declaration of independence to the directors of Frontier Digital Ventures Limited.

As lead audit partner for the review of the half year financial report of Frontier Digital Ventures Limited for the half year ended 30 June 2021, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (ii) any applicable code of professional conduct in relation to the review.

Yours faithfully

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DELOITTE TOUCHE TOHMATSU

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Anneke du Toit Partner Chartered Accountants

Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited (“DTTL”), its global network of member firms, and their related entities (collectively, the “Deloitte organisation”). DTTL (also referred to as “Deloitte Global”) and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/about to learn more.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte Organisation

4

Frontier Digital Ventures Limited and Controlled Entities Directors’ Declaration

DIRECTORS’ DECLARATION

In accordance with a resolution of the Directors of Frontier Digital Ventures Limited, the Directors declare that:

  1. In the opinion of the Directors:

  2. (a) The financial statements and notes of Frontier Digital Ventures Limited for the half year ended 30 June 2021:

    • (i) Give a true and fair view of the financial position and performance of the Group

    • (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001

  3. (b) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the directors made pursuant to s.303(5) of the Corporations Act 2001.

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................................................

Anthony Klok Chairman 24 August 2021

5

Frontier Digital Ventures Limited and Controlled Entities Condensed Consolidated Statement of Comprehensive Income

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the half year ended 30 June 2021

for the half year ended 30 June 2021
Half year ended
30 Jun 2021 30 Jun 2020
Continuing operations
Note
$ $
Revenue
3
21,629,496 8,307,543
Administrative expenses (1,649,411)
(3,437,056)
(12,040,102)
(4,307,521)
(2,970,608)
(399,352)
(823,828)
1,973,082
(5,586,974)
(1,099,563)
Offline production costs (1,326,528)
Employment expenses (4,557,537)
Advertising and marketing expenses (1,688,711)
Premises and infrastructure expenses (1,165,619)
Transaction advisory costs (34,774)
Other expenses (630,951)
Unrealised foreign exchange gain 905,953
Depreciation and amortisation (1,683,011)
Operating loss from continuing operations (7,612,274) (2,973,198)
Interest income 44,578
(47,242)
1,066,718
-
(459,218)
(542,800)
144,298
Interest expense (58,373)
Gain on deemed disposal of an associate
8
-
Gain from disposal of Associate 6,798,910
Impairment of goodwill -
Net effect of loss and subsequent gain on control of iMyanmarhouse
11
-
Share of netloss ofassociates
- Share of net profit/(loss) before foreign exchange loss 434,405 (1,098,466)
- Share of foreignexchangeloss (200,963) (579,969)
8 233,442 (1,678,435)
(Loss)/Profit before income tax (7,316,796)
246,348
2,233,202
Income tax benefit 31,727
Net (loss)/profit from continuing operations (7,070,448)
-
-
2,264,929
Net loss after tax from discontinued operation -
Loss on disposal after income tax (267,935)
Net (loss)/profit after tax (7,070,448) 1,996,994
Other comprehensive income, net of tax 39,474
296,775
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations (81,449)
Share ofothercomprehensiveincome ofassociates
8
135,147
Other comprehensive income for the period, net of tax 336,249 53,698
Total comprehensive (loss)/income for the period (6,734,199) **2,050,692 **
(Loss)/Profit attributable to: (4,328,899)
(2,741,549)
Owners of the Company 3,190,317
Non-controllinginterests (1,193,323)
(7,070,448) **1,996,994 **
Total comprehensive (loss)/income attributable to: (3,803,057)
(2,931,142)
Owners of the Company 2,598,458
Non-controlling interests (547,766)
(6,734,199) **2,050,692 **

Notes to the condensed consolidated financial statements are included on pages 12 to 28.

6

Frontier Digital Ventures Limited and Controlled Entities Condensed Consolidated Statement of Comprehensive Income

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the half year ended 30 June 2021

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the half year ended 30 June 2021
Half year ended
30 Jun 2021
30 Jun 2020
$
$
Total comprehensive (loss)/income attributable to owners
of the Company arises from:
Continuing operations
(3,803,057)
2,866,393
Discontinued operations
-
(267,935)
(3,803,057)
2,598,458
Cents
Cents
(Loss)/Earnings per share from continuing operations
attributable
Basic (loss)/earnings per share
(1.26)
1.35
Diluted (loss)/earnings per share
(1.26)
1.35
(Loss)/Earnings per share attributable to the ordinary
equity holders of the Company:
Basic (loss)/earnings per share
(1.26)
1.25
Diluted (loss)/earnings per share
(1.26)
1.25

Notes to the condensed consolidated financial statements are included on pages 12 to 28.

7

Frontier Digital Ventures Limited and Controlled Entities Condensed Consolidated Statement of Financial Position

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2021

As at 30 June 2021
Note 30 Jun 2021 31 Dec 2020
$ $
ASSETS 18,704,221
11,187,387
20,954
1,021,224
453,886
Current assets
Cash and cash equivalents
4
59,159,608
Trade and other receivables
5
9,813,850
Other assets 25,607
Other financial assets
5
981,401
Tax receivables 234,631
Total current assets 31,387,672 70,215,097
2,139,172
717,049
24,491,048
89,622,722
6,649,429
174,736
Non-current assets
Property, plant and equipment 1,871,486
Right-of-use assets
5
691,169
Other intangible assets
6
22,519,825
Goodwill
7
64,779,025
Investments in Associates
8
5,714,314
Deferred taxassets 156,931
Total non-current assets 123,794,156 95,732,750
Total assets 155,181,828 165,947,847
-
10,056,324
84,940
3,409,576
472,422
11,664,648
LIABILITIES
Current liabilities
Related party advances 2,748
Trade and other payables
5
8,371,755
Borrowings
5
243,776
Billings in advance 2,667,500
Current lease liabilities
5
395,839
Contingent consideration
5
-
Total current liabilities 25,687,910 11,681,618
4,003,273
341,519
264,083
13,865,109
Non-current liabilities
Deferred tax liability 3,097,027
Borrowings
5
311,383
Non-current lease liabilities
5
297,178
Long term contingent consideration
5
-
Total non-current liabilities 18,473,984 3,705,588
Total liabilities 44,161,894 15,387,206
NET ASSETS 111,019,934 150,560,641

Notes to the condensed consolidated financial statements are included on pages 12 to 28.

8

Frontier Digital Ventures Limited and Controlled Entities Condensed Consolidated Statement of Financial Position

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2021

Note 30 Jun 2021 31 Dec 2020
$ $
EQUITY 184,946,084
(24,339,172)
(45,542,577)
Share capital
9
184,809,420
Reserves 7,283,066
Accumulated losses (41,213,678)
115,064,335
(4,044,401)
150,878,808
Non-controllinginterests (318,167)
TOTAL EQUITY 111,019,934 150,560,641

Notes to the condensed consolidated financial statements are included on pages 12 to 28.

9

Frontier Digital Ventures Limited and Controlled Entities Condensed Consolidated Statement of Changes in Equity

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half year ended 30 June 2021

<------------------------------------Attributable to owners of the Company--------------------------------->
Note Share
capital
Share rights
plan
reserves
Other
equity
Foreign
currency
translation
reserves
Accumulated
losses
Total
Non-
controlling
interests
Total equity
$
$
$
$
$
$
$
$
Balance as at 1 January 2020 83,244,227
28,572
226,570
1,058,657
(28,018,461)
56,539,565
(1,819,128)
54,720,437
Profit/(Loss) for the period -
-
-
-
3,190,317
3,190,317
(1,193,323)
1,996,994
Foreign currency translation differences -
-
-
(591,859)
-
(591,859)
645,557
53,698
Total comprehensive loss for the period -
-
-
(591,859)
3,190,317
2,598,458
(547,766)
2,050,692
Disposal of a subsidiary -
-
(63,332)
-
-
(63,332)
349,473
286,141
Increase in shareholding in subsidiaries 683,824
-
(1,398,610)
-
-
(714,786)
(9,596)
(724,382)
Transaction costs relating to shares
issued
9
(60,925)
-
-
-
-
(60,925)
-
(60,925)
Share based payments 166,455
4,270
(30,000)
-
-
140,725
-
140,725
Balance as at 30 June 2020 84,033,581
32,842
(1,265,372)
466,798
(24,828,144)
58,439,705
(2,027,017)
56,412,688
Balance as at 1 January 2021 184,809,420
51,624
4,179,793
3,051,649
(41,213,678)
150,878,808
(318,167)
150,560,641
Loss for the period -
-
-
-
(4,328,899)
(4,328,899)
(2,741,549)
(7,070,448)
Foreigncurrency translationdifferences -
-
-
525,842
-
525,842
(189,593)
336,249
Totalcomprehensivelossforthe period -
-
-
525,842
(4,328,899)
(3,803,057)
(2,931,142)
(6,734,199)
Net effect of loss and subsequent gain on
control of iMyanmarhouse
-
-
-
-
-
-
247,126
247,126
Acquisition of a subsidiary -
-
332,559
-
-
332,559
223,560
556,119
Increase in shareholding in subsidiaries -
-
(32,527,165)
-
-
(32,527,165)
(1,265,778)
(33,792,943)
Transaction costs relating to shares
issued
9
(3,844)
-
-
-
-
(3,844)
-
(3,844)
Share based payments 140,508
76,526
(30,000)
-
-
187,034
-
187,034
Balance as at 30 June 2021 184,946,084
128,150
(28,044,813)
3,577,491
(45,542,577)
115,064,335
(4,044,401)
111,019,934

Notes to the condensed consolidated financial statements are included on pages 12 to 28.

10

Frontier Digital Ventures Limited and Controlled Entities Condensed Consolidated Statement of Cash Flows

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS For the half year ended 30 June 2021

Half year ended Half year ended
Note 30 Jun 2021
$
(4,878,523)
(47,242)
5,134
30 Jun 2020
$
Cash used in operations (963,390)
Interest paid (58,373)
Interest received 79,310
Net cash outflow from operating activities
13
(4,920,631) (942,453)
Cash flows from investing activities (295,031)
(1,064,878)
-
61,912
(1,330,734)
(34,336,432)
1,904,542
(99,865)
-
-
Purchase of property, plant and equipment (73,161)
Purchase of other intangible assets (317,133)
Net investments in term deposits (1,456,600)
Proceeds from disposal of property, plant and equipment 1,139
Investments in associates -
Payment for acquisition of subsidiaries (724,382)
Cash acquired on acquisition of subsidiaries -
Net cash effect of loss and subsequent gain on control of
iMyanmarhouse
-
Proceeds from disposal of subsidiaries 6,905,654
Cash flowsfrom loans to otherentities (1,199,325)
Net cash (outflow)/inflow from investing activities (35,160,486) **3,136,192 **
Cash flows from financing activities (3,844)
(132,768)
(271,606)
-
Payment of capitalised transaction costs related to
issuance of shares
(60,925)
Net repayments of other borrowings -
Principal elements of lease payments (147,934)
Transactionswithother non-controlling entities 233,154
Net cash (outflow)/inflow from financing activities (408,218) 24,295
(40,489,335)
59,159,608
33,948
Net (decrease)/increase in cash and cash equivalents 2,218,034
Cash and cash equivalents at beginning of the period 12,410,121
Effects of exchange rate changes on cash and
cash equivalents
147,861
Cash and cash equivalents at end of the period
4
18,704,221 14,776,016

Term Deposits of $nil (June 2020: $1,506,203) are excluded from the Cash and cash equivalent balance as at 30 June 2021 and disclosed separately as a current asset in the Condensed Consolidated Statement of Financial Position.

Notes to the condensed consolidated financial statements are included on pages 12 to 28.

11

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. General information

The financial statements for the half year ended 30 June 2021 were authorised for issue in accordance with a resolution passed by the Board of Directors. These financial statements have been reviewed, not audited.

The principal activity of the Company is to invest in developing online classified businesses in underdeveloped, emerging countries or regions. The principal activities of its subsidiaries and associated companies are online classified advertising and overseas headquarters.

2. Summary of significant accounting policies

Statement of compliance

The interim condensed consolidated financial statements have been prepared in accordance with AASB134 Interim Financial Reporting and the Corporations Act 2001 . These interim condensed financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis of preparation

The half year financial report does not include all notes of the type that are normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance of the consolidated entity as the full financial report. It is recommended that the half year financial report be read in conjunction with the annual report for the year ended 31 December 2020 and considered together with any public announcements made by Frontier Digital Ventures Limited during the 6 months ended 30 June 2021, in accordance with the continuous disclosure obligations of the ASX listing rules.

The accounting policies and methods of computation adopted in the preparation of the half year financial report are consistent with those adopted and disclosed in the Company’s 2020 annual financial report for the financial year ended 31 December 2020, except for the impact of the Standards and Interpretations described below. These accounting policies are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

Adoption of new and amended standards

The group has applied the following standards and amendments for the first time for the reporting period commencing 1 January 2021:

  • AASB 2020-4 Amendments to Australian Accounting Standards - Covid-19 Related Rent Concessions

  • AASB 2020-8 Amendments to Australian Accounting Standards – Interest Rate Benchmark Reform – Phase 2

The adoption of these amendments did not have any material impact on the current period or any prior period and is not likely to affect future periods based on current arrangements in place. Relevant changes to disclosure will be reflected in the full year financial report.

12

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

2. Summary of significant accounting policies (cont’d)

New standards and interpretations not yet adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2021 reporting periods and have not been early adopted by the group. The Group is currently assessing the impact of the new standards and interpretations below.

Standards/amendment Effective for annual
reporting periods
beginning on or after
Expected to be
initially applied in
the financial year
ending
AASB 2020-3_Amendments to Australian Accounting Standards_
– Annual improvements 2018-2020 and Other Amendments
[AASB 1, AASB 3, AASB 116, AASB 137 & AASB 141]
1 January 2022 31 December 2022
AASB 2020-1_Amendments to Australian Accounting Standards_
– Classification of Liabilities as Current or Non-current [AASB
101]
AASB 2020-6_Amendments to Australian Accounting Standards_
– Classification of Liabilities as Current or Non-current –
Deferral of Effective Date [AASB 101]
1 January 2023 31 December 2023
AASB 2014-10_Amendments to Australian Accounting_
Standards – Sale or Contribution of Assets between an Investor
and its Associate or Joint Venture [AASB 10 & AASB 128]
AASB 2015-10_Amendments to Australian Accounting_
Standards – Effective Date of Amendments to AASB 10 and
AASB 128
AASB 2017-5_Amendments to Australian Accounting Standards_
Effective Date of Amendments to AASB 10 and AASB 128 and
Editorial Corrections
1 January 2022 31 December 2022

3. Segment information

AASB 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance.

Information reported to the Group’s Chief Executive Officer for the purposes of resource allocation and assessment of performance is focused on each individual business combination, essentially by brand. Due to the widespread geography and variety of types of classifieds portals (property, automotive and general classifieds) there is little commonality between each business combination and hence each business combination is reviewed separately.

The Company’s reportable segments under AASB 8 are as follows:

  • Autodeal.com.ph

  • Avito.ma

  • CarsDB.com

  • Encuentra24.com

  • Fincaraiz.com.co

  • Hoppler.com.ph

  • iMyanmarhouse.com

  • Infocasas (infocasas.com.uy; infocasas.com.py; infocasas.com.bo and casaseneleste.com)

  • LankaPropertyWeb.com

  • Meqasa.com

  • Moteur.ma

  • Propertypro.ng

  • Tayara.tn

  • Yapo.cl

  • Corporate (representing the cost of administrating the Company and the Group)

13

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

3. Segment information (cont’d)

The performances of the operating segments are primarily assessed using a measure of adjusted earnings before interest, tax, depreciation and amortisation (EBITDA, see below). The segments’ revenue and assets are also assessed on a monthly basis. Information regarding these segments is presented below. The accounting policies of the reportable segments are the same as the Group’s accounting policies. The performance of associate companies is laid out in Note 8.

Segment revenues and results

The following is an analysis of the Group’s revenue and results by reportable operating segment for the periods under review:

Continuing Operations
Autodeal
Avito
CarsDB
Encuentra24
Fincaraiz
Hoppler
iMyanmarhouse
Infocasas
LankaPropertyWeb
Meqasa
Moteur
PropertyPro
Tayara
Yapo
Corporate (and consolidation)
Segment Revenue and adjusted EBITDA
from continuing operations
Equity settled share-based payments
Unrealised currency exchange gain
Depreciation and amortisation
Gain on deemed disposal of an Associate
(step Acquisition)
Impairment of goodwill
Net effect of loss and subsequent gain of
control of iMyanmarhouse
Gain on disposal of an associate
Share of net loss of associates
Net interest
Income tax benefit
Consolidated segment revenue and net
(loss)/profit for the period from
continuing operations
Gains on disposal after income tax
Consolidated segment revenue and net
(loss)/profit for the period
Revenue
Segment results
Half year ended
30 Jun 2021
$
30 Jun 2020
$
30 Jun 2021
$
30 Jun 2020
$
799,355
841,061
(106,472)
44,253
2,985,071
-
(1,018,604)
-
55,841
498,998
(99,660)
(99,258)
4,023,171
3,097,617
(272,537)
7,850
4,048,002
-
285,565
-
380,360
205,634
(80,216)
(349,448)
174,674
884,157
60,770
(113,450)
4,499,182
2,136,713
181,074
(37,331)
332,210
280,370
(32,675)
(99,411)
144,705
113,460
23,461
(30,775)
319,960
-
(6,510)
-
219,079
247,696
(45,724)
(57,831)
444,074
-
(324,232)
-
3,203,812
-
(267,480)
-
-
1,837
(2,137,539)
(1,350,014)
21,629,496
8,307,543
(3,840,779)
(2,085,415)
-
-
(157,603)
(110,725)
-
-
1,973,082
905,953
-
-
(5,586,974)
(1,683,011)
-
-
1,066,718
-
-
-
(459,218)
-
-
-
(542,800)
-
-
-
-
6,798,910
-
-
233,442
(1,678,435)
-
-
(2,664)
85,925
-
-
246,348
31,727
21,629,496
8,307,543
(7,070,448)
2,264,929
-
-
-
(267,935)
21,629,496
8,307,543
(7,070,448)
1,996,994

14

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

3. Segment information (cont’d)

Adjusted EBITDA excludes the effects of significant items of income and expenditure which may have an impact on the quality of earnings such as restructuring costs and other isolated, non-recurring events. It also excludes the effects of equity-settled share-based payments and unrealised gains or losses on financial instruments.

Interest income and finance costs are not allocated to segments, as this type of activity is driven by the central treasury function, which manages the cash position of the group.

All revenues are generated from external customers. No single customer contributes 10% or more to the Group’s revenue for half year ended 2020 or 2021.

Segment assets and liabilities

Autodeal
Avito
CarsDB
Encuentra24
Fincaraiz
Hoppler
iMyanmarhouse
Infocasas
LankaPropertyWeb
Meqasa
Moteur
PropertyPro
Tayara
Yapo
Corporate (and consolidation)
Total segment assets
Consolidated total assets
Segment assets
30 Jun 2021
$
4,674,610
22,857,854
2,938,413
11,641,595
33,744,163
2,175,052
2,676,503
14,222,992
878,677
1,865,172
3,882,121
1,231,584
5,857,364
28,041,602
18,494,126
155,181,828
155,181,828
31 Dec 2020
$
4,789,401
24,546,940
3,512,908
14,260,647
33,430,749
1,777,273
2,943,420
14,264,954
925,492
1,792,557
-
1,266,907
4,143,551
-
58,293,048
165,947,847
165,947,847

The segment assets disclosed in the table above include goodwill and other intangible assets. Further details on the amount of goodwill and intangible assets attributable to each segment are set out in Notes 6 and 7.

Autodeal
Avito
CarsDB
Encuentra24
Fincaraiz
Hoppler
iMyanmarhouse
Infocasas
LankaPropertyWeb
Meqasa
Moteur
PropertyPro
Tayara
Yapo
Corporate (and consolidation)
Total segment liabilities
Consolidated total liabilities
Segment liabilities Segment liabilities
30 Jun 2021
$
774,586
5,008,299
218,298
1,502,756
3,232,974
1,025,549
141,539
1,591,088
100,925
143,257
299,417
250,244
488,968
3,138,379
26,245,615
44,161,894
44,161,894
31 Dec 2020
$
737,280
5,022,562
224,685
1,460,410
2,775,281
504,867
158,669
1,464,730
97,625
116,574
-
230,667
236,550
-
2,357,305
15,387,206
15,387,206

15

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

4. Cash and cash equivalents

Cash and cash equivalents
30 Jun 2021
31 Dec 2020
$
$
Cash at bank and in hand 18,704,221
59,159,608

5. Significant balances

30 Jun 2021 31 Dec 2020
Note $ $
Trade receivables 8,622,325
1,369,445
1,012,658
182,959
8,113,260
Other receivables 801,788
Prepayments 729,404
Deposits 169,398
Trade and other receivables 11,187,387 9,813,850
Other financial assets
5.1
1,021,224 981,401
Right-of-use assets 717,049 691,169
Trade payables 2,957,977 3,092,911
Other payables 3,490,395 2,504,961
Accruals 3,607,952 2,773,883
Trade and other payables (current liabilities) 10,056,324 8,371,755
11,664,648
13,865,109
Short-term contingent consideration -
Long-term contingent consideration -
Total contingent consideration at fair value
5.2
25,529,757 -
472,422
264,083
Current lease liabilities 395,839
Non-current lease liabilities 297,178
Total lease liabilities 736,505 693,017
Current borrowings 84,940 243,776
Non-current borrowings 341,519 311,383
Borrowings
5.3
426,459 555,159
  • 5.1 Included in Other financial assets is US$775,123 (AUD equivalent $1,021,224) (2020: US$745,123 (AUD equivalent $981,401)) of convertible loan notes issued by Pakwheels Pte Ltd (“Pakwheels”), an associate company.

Interest at 10% per annum on a monthly rest basis will accrue six months from the date of issue of the convertible loan notes. The whole of the outstanding loan balance will automatically be converted into ordinary shares in Pakwheels should equity financing from the sale of new equity exceed a minimum amount stipulated in the agreement. If the minimum amount is not achieved by Pakwheels through equity financing, the majority of noteholders have the option to convert any part of their outstanding loan balances into equity at a prevailing fair value at the time of conversion. The financial asset is classified as fair value through profit or loss.

The convertible loan notes mature on 3 October 2022.

  • 5.2

  • Contingent consideration consists of:

  • US$19,277,425 (AUD equivalent 25,332,132) payable to the previous vendor shareholders of Infocasas upon achieving the operational targets at the completion of financial year ending 31 December 2021 and financial year ending 31 December 2022 (Note 10.3(b)); and

  • US$150,000 (AUD equivalent 197,625) payable to the founder of Moteur if he remains employed and achieving the operational targets at the completion of financial year ending 31 December 2021 (Note 10.2).

  • 5.3 Non-current borrowings of $341,519 (2020: $311,383) consist of:

  • a loan of USD128,285 (2020: USD128,285) and a CHF denominated loan of CHF62,025 (2020: CHF62,025) which are non-interest bearing and is contingent upon the sale of Encuentra24; and

  • a loan of USD127,821 (2020: USD158,178) awarded by the ANII (National Research and Innovation Agency), a federal agency in Uruguay, to Infocasas in 2015. Interest on the loan is charged by LIBOR +4% compounding at daily rest basis. Payments are due on a six monthly basis and the loan will mature in April 2023.

16

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

6. Intangible assets

Intangible assets are allocated to the cash generating units for which they relate, as follows:

Autodeal
Avito
CarsDB
Encuentra24
Fincaraiz
Hoppler
iMyanmarhouse
Infocasas
LankaPropertyWeb
Moteur
PropertyPro
Tayara
Yapo
Total Intangible Assets
30 Jun 2021
$
31 Dec 2020
$
1,203,286
5,733,550
5,000
4,584,597
4,127,331
985,375
245,543
1,827,975
156,901
285,763
35,627
1,306,348
3,993,752
1,129,446
6,378,812
15,594
6,799,850
4,396,281
165,646
46,753
2,003,506
168,496
-
47,773
1,367,668
-
24,491,048 22,519,825

7. Goodwill

Goodwill
Half year ended
30 Jun 2021
Year ended
31 Dec 2020
$ $
Opening balance 64,779,025 29,042,950
Additions from business combinations acquired during the year 23,657,584 41,121,121
Impairment (459,218) -

Net effect of loss and subsequent gain on control of
iMyanmarhouse

(328,225)
-
Exchange difference 1,973,556 (5,385,046)
Balance at period end 89,622,722 64,779,025

Goodwill relates to cash generating units as follows:

Autodeal
Avito
CarsDB
Encuentra24
Fincaraiz
Hoppler
iMyanmarhouse
Infocasas
LankaPropertyWeb
Meqasa
Moteur
PropertyPro
Tayara
Yapo
Total Goodwill
30 Jun 2021
$
31 Dec 2020
$
2,256,016 2,221,427
11,061,660 10,892,062
2,742,367 3,156,619
5,239,874 5,159,536
26,383,370 25,978,858
811,584 731,943
1,663,116 1,968,212
10,534,700 10,373,181
357,157 351,681
1,451,352 1,429,100
3,130,770 -
868,516 855,199
1,687,072 1,661,207
21,435,168 -
89,622,722 64,779,025

The recoverable amounts of each cash generating unit (CGU) is determined based on fair value less cost of disposal calculations, derived from management’s measured and reasonable expectation of selling price achievable in the open market at a revenue multiple appropriate for the market the CGU operates. Management reviews the carrying amounts of CGUs, which include carrying amounts of goodwill and intangible assets, for indicators of impairment on an annual basis, or more frequently when there is any indication that the CGUs may be impaired.

17

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

7. Goodwill (cont’d)

The overall global impact of COVID-19 pandemic has slowed down activities around the world as well as introducing ongoing economic uncertainty.

Since the low of the pandemic in March 2020, traffic and revenues have returned for most CGUs, many now to preCOVID-19 levels.

Despite the positive signs of FDV’s investments recovery from the initial COVID19 impact, should restrictions be reimposed in individual countries in future periods, those relevant investments will be exposed to a potential decline in revenue which will impact the recoverable amount as calculated by management’s impairment models.

Key assumptions used in fair value less cost of disposal calculations and sensitivity to changes in assumptions

The calculations of the carrying amounts for CarsDB, Meqasa and PropertyPro were most sensitive to the following assumptions:

  • Growth rates used to extrapolate cash flows beyond the forecast period.

Growth rate estimates – Revenue growth rates beyond FY21 are based on Management’s best estimate, historic results and external data in the industry. Management recognises that the speed of technological change and the possibility of changes in local market share may have a significant impact on growth rate assumptions. The effect is not expected to have an adverse impact on the forecasts but could yield a reasonably possible alternative to the estimated annual growth rate of the below identified CGUs.

CarsDB CGU

The recoverable amount of CarsDB CGU of US$3.2 as at 30 June 2021 has been determined based on a fair value less cost to sell cash flow model using cash flow projections from HY21 financial projections, approved by the Directors covering a five-year period. The projected cash flows have been updated to reflect the effects of military coup currently affecting Myanmar.

The recoverable amount of the CGU fell short of the carrying amount of the entity non-current assets by AUD$0.5m. As a result of this analysis, management has recognised an impairment charge in the current year of this amount.

The pre-tax discount rate applied to cash flow projections is 34% (2020: 27%). Revenue in FY2022 is expected to increase by 220% over the forecast FY2021 result, as the impact of the current military coup lessens. Cash flows beyond 2022 for the four-year period are then extrapolated using an average 60% (2020: 33%) growth rate with revenue forecast to return to pre-Covid and military coup levels by 2024. Any reduction in this annual growth rate for CarsDB would result in additional impairment.

iMyanmarhouse CGU

As disclosed in note 11, the iMyanmarhouse CGU was acquired in May 2021 when FDV regained control of the entity. The fair value of the CGU at May 2021 had been determined based on a fair value less cost to sell cash flow model using cash flow projections from HY21 financial projections, approved by the Directors covering a five-year period. The projected cash flows have been updated to reflect the effects of military coup currently affecting Myanmar.

The pre-tax discount rate applied to cash flow projections is 42% (2020: 27%). Revenue in FY2022 is expected to increase by 160% over the forecast FY2021 result, as the impact of the current military coup lessens. Cash flows beyond 2022 for the four-year period are then extrapolated using an average 33% (2020: 28%) growth rate with revenue forecast to return to pre-Covid and military coup levels by 2024. Any reduction in this annual growth rate for iMyanmarhouse would result in an impairment.

18

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

8. Investments in associates

Investments in associates
Half year ended
30 Jun 2021
Year ended
31 Dec 2020
$ $
Opening balance 5,714,314 6,400,406
Additions 1,330,734 2,298,201
Disposals - (40,458)
Step acquisition (950,709) -
Share of total comprehensive loss 530,215 (2,528,294)
Exchange differences 24,875 (415,541)
Balance at period end 6,649,429 5,714,314

On 20 January 2021, the Group acquired remaining 43.69% equity interest in Moteur with cash consideration of US$1,200,000 (AUD equivalent 1,551,840), increasing the Group’s holding from 56.31% to 100.00%. As a result, the Group acquired control of Moteur and the results of Moteur were consolidated from date of acquisition at 20 January 2021 (see Note 10.2).

Details of the associated companies during the half year are as follows.

Name of
Operating
Company
Equity holding Equity holding Accounting
method at
30 Jun 2021
Country of
Principal activities
business/
incorporation
As at 30
Jun 2021
As at 31
Dec 2020
Kupatana Holding
AB (PUBL)
(“Kupatana”)
Kupatana Ltd
Kupatana Ltd
Buyandsell
Tanzania AB
Online classified
advertising, event
management, and
investment holding
Online classified
advertising and event
management
Online classified
advertising and event
management
Online classified
advertising and event
management
Sweden
Tanzania
Uganda
Sweden
26.67%
26.67%
26.67%
26.67%
26.67%
26.67%
26.67%
26.67%
Equity
Accounted
Moteur.MA
("Moteur")
Online classified
advertising and event
management
(Moteur.ma)
Morocco - 56.31% Consolidated
Pakwheels Pte
Ltd (“Pakwheels”)
Pakwheels
(Private) Ltd
Investment holding
Online classified
advertising and event
management
(PakWheels.com)
Singapore
Pakistan
36.84%
36.84%
36.84%
36.84%
Equity
Accounted
Zameen Ltd
(“Zameen”)
Zameen Media
Pvt Ltd
Investment holding
Online classified
advertising and event
management
(Zameen.com)
United
Kingdom
Pakistan
29.76%
29.76%
29.76%
29.76%
Equity
Accounted

19

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

8. Investments in associates (cont’d)

i) A summary of the Group’s investment in associated companies is as follows:

Half Year ended 30 June 2021 Half Year ended 30 June 2021 Half Year ended 30 June 2021
Cost of investment Share of total comprehensive income Carrying
amount
Operating
company
1-Jan-21
Addition
Step
Acquisition
Exchange
difference
30-Jun-21
1-Jan-21
Addition
Step
Acquisition
Exchange
difference
30-Jun-21
30-Jun-21
$
$
$
$
$
12,091,696
1,330,734
-
15,803
13,438,233
4,609,850
-
-
1,400
4,611,250
1,153,009
-
-
-
1,153,009
1,356,613
-
(1,356,613)
-
-
$
$
$
$
$
(8,930,003)
545,851
-
9,066
(8,375,086)
(3,007,938)
(15,634)
-
(1,396)
(3,024,968)
(1,153,009)
-
-
-
(1,153,009)
(405,904)
-
405,904
-
-
$
Zameen 5,063,147
Pakwheels 1,586,282
Kupatana -
Moteur -
19,211,168
1,330,734
(1,356,613)
17,203
19,202,492
(13,496,854)
530,217
405,904
7,670
(12,553,063)
6,649,429
Year ended 31 December 2020
Cost of investment Share of total comprehensive income Carrying
amount
Operating
company
1-Jan-20
Addition
Disposal
Exchange
difference
31-Dec-20
1-Jan-20
Addition
Disposal
Exchange
difference
31-Dec-20
31-Dec-20
$
$
$
$
$
10,766,065
2,298,201
-
(972,570)
12,091,696
2,050,715
-
(2,050,715)
-
-
5,024,250
-
-
(414,400)
4,609,850
1,153,009
-
-
-
1,153,009
1,478,565
-
-
(121,952)
1,356,613
$
$
$
$
$
(7,642,252)
(2,123,357)
-
835,606
(8,930,003)
(1,947,313)
-
2,010,257
(62,944)
-
(2,954,503)
(331,759)
-
278,324
(3,007,938)
(1,153,009)
-
-
-
(1,153,009)
(375,121)
(73,178)
-
42,395
(405,904)
$
Zameen 3,161,693
Propzy -
Pakwheels 1,601,912
Kupatana -
Moteur 950,709
20,472,604
2,298,201
(2,050,715)
(1,508,922)
19,211,168
(14,072,198)
(2,528,294)
2,010,257
1,093,381
(13,496,854)
5,714,314

20

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

8. Investments in associates (cont’d)

ii) The movement of share of total comprehensive income is as follows:

Half Year ended 30 June 2021

Share of associates profit or loss Share of associates profit or loss Share of other comprehensive income Share of other comprehensive income Share of total
comprehensive
income
Operating
Company

1-Jan-21
Addition
Unrealised
foreign
exchange
(loss)/gain
Step
Acquisition
30-Jun-21

1-Jan-21
Addition
Step
Acquisition
Exchange
difference
30-Jun-21
30-Jun-21
$
$
$
$
$
(11,436,665)
447,725
(244,482)
-
(11,233,422)
89,671
-
-
-
89,671
(4,038,255)
(13,320)
43,519
-
(4,008,056)
(1,173,106)
-
-
-
(1,173,106)
(448,665)
-
-
448,665
-
$
$
$
$
$
2,506,662
342,608
-
9,066
2,858,336
(89,671)
-
-
-
(89,671)
1,030,317
(45,833)
-
(1,396)
983,088
20,097
-
-
-
20,097
42,761
-
(42,761)
-
-
$
Zameen (8,375,086)
Propzy -
Pakwheels (3,024,968)
Kupatana (1,153,009)
Moteur -
(17,007,020)
434,405
(200,963)
448,665
(16,324,913)
3,510,166
296,775
(42,761)
7,670
3,771,850
(12,553,063)
Half Year ended 30 June 2020
Share of associates profit or loss
Unrealised
foreign
exchange
Share of other comprehensive income Share of total
comprehensive
income
Operating
Exchange

Company
1-Jan-20
Addition

loss
Disposal
30-Jun-20
$
$
$
$
$
(8,756,891)
(734,525)
(379,306)
-
(9,870,722)
(1,924,458)
-
-
2,014,129
89,671
(3,592,664)
(265,155)
(200,663)
-
(4,058,482)
(1,173,106)
-
-
-
(1,173,106)
(366,004)
(98,786)
-
-
(464,790)
1-Jan-20
Addition
Disposal

difference
30-Jun-20
30-Jun-20
$
$
$
$
$
1,114,639
(103,413)
-
(48,953)
962,273
(22,855)
-
(3,872)
(62,944)
(89,671)
638,161
241,836
-
(35,252)
844,745
20,097
-
-
-
20,097
(9,117)
(3,276)
-
(1,824)
(14,217)
$
Zameen (8,908,449)
Propzy -
Pakwheels (3,213,737)
Kupatana (1,153,009)
Moteur (479,007)
(15,813,123)
(1,098,466)
(579,969)
2,014,129
(15,477,429)
1,740,925
135,147
(3,872)
(148,973)
1,723,227
(13,754,202)

21

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

8. Investments in associates (cont’d)

  • iii) The tables below provide the summarised financial position of associates that are material to the group. The information disclosed reflects the amounts presented in the financial statements of the relevant associates and not the Company’s share of those amounts. They have been amended to reflect adjustments made by the entity when using the equity method, including fair value adjustments (such as amortisation charges of intangible assets identified at investment) and modifications for differences in accounting policy.

The summarised financial position of the associated companies at the period end, are as follows:

30 Jun 21 Assets Assets Liabilities Liabilities
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Operating
Company
Cash and
cash
equivalents
Other
current
assets
Total
current
assets
Non-
current
assets
Intangible
assets on
investment
Financial
liabilities
Other
current
liabilities
Total
current
liabilities
Financial
liabilities
Other
non-
current
liabilities
Total non-
current
liabilities
Net assets
$
$
$
$
$
$
$
$
$
$
$
$
Zameen 10,240,986
16,311,350
26,552,336
7,537,453
-
76,661
514,943
591,604
90,938
-
8,757,663
4,270,140
13,027,803
2,138,091
-
2,138,091
3,664,821
318,004
3,982,825
-
-
-
18,923,895
Pakwheels (3,300,283)
10,317,647
16,826,293
27,143,940
7,628,391
-
12,422,484
4,588,144
17,010,628
2,138,091
-
2,138,091
15,623,612
31 Dec 20 Assets Liabilities
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Operating
Company
Cash and
cash
equivalents
Other
current
assets
Total
current
assets
Non-
current
assets
Intangible
assets on
investment
Financial
liabilities
Other
current
liabilities
Total
current
liabilities
Financial
liabilities
Other
non-
current
liabilities
Total non-
current
liabilities
Net assets
$
$
$
$
$
$
$
$
$
$
$
$
Zameen 7,786,885
15,399,768
23,186,653
4,712,125
26,164
49,258
522,583
571,841
96,812
1,975
38,608
409,223
447,831
80,445
2,087
12,936,463
2,765,990
15,702,453
-
-
-
3,588,622
337,556
3,926,178
-
-
-
214,180
14,991
229,171
-
-
-
12,222,489
Pakwheels (3,255,550)
Moteur 301,192
7,874,751
16,331,574
24,206,325
4,889,382
30,226
16,739,265
3,118,537
19,857,802
-
-
-
9,268,131

22

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

8. Investments in associates (cont’d)

The summarised financial performance of associated companies for the financial year, are as follows:

Half Year ended 30 June 2021
Net profit/
(loss) before
unrealised
foreign
exchange
Unrealised
foreign
exchange
Other
comprehensive
Amortisation
of intangible
Total
comprehensive
Half Year ended 30 June 2021
Net profit/
(loss) before
unrealised
foreign
exchange
Unrealised
foreign
exchange
Other
comprehensive
Amortisation
of intangible
Total
comprehensive
Half Year ended 30 June 2020
Operating Net loss
before
unrealised
foreign
exchange
Unrealised
foreign
exchange
Other
comprehensive
Amortisation
of intangible
Total
comprehensive
Company (loss)/gain
(loss)/gain
income
assets
income
$
$
$
$
$
1,524,429
(821,573)
1,151,321
(19,866)
1,834,311
(37,653)
118,123
(124,404)
1,500
(42,434)
-
-
-
-
-
(loss)/gain
(loss)/gain
income
assets
income
$
$
$
$
$
Zameen (2,105,220)
(1,264,354)
(344,710)
(343,197)
(4,057,481)
Pakwheels (683,216)
(544,688)
656,450
(36,531)
(607,985)
Moteur (169,585)
-
(5,818)
(5,848)
(181,251)
1,486,776
(703,450)
1,026,917
(18,366)
1,791,877
(2,958,021)
(1,809,042)
305,922
(385,576)
(4,846,717)

Total revenue generated by operating entities in the period during which they were accounted by the Group as associate companies, using the equity accounting method, is $28,661,165 (2020: $18,783,861) as follows:

Operating Company Half Year
30 June 2021
Half Year
30 June 2020
$
$
Zameen 27,442,056
18,053,610
Pakwheels 1,219,109
589,716
Moteur -
140,535
28,661,165
18,783,861

23

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

9. Share capital

2021 2021 2020 2020 2021 2021 2020
Shares Shares $ $
Fully paid ordinary shares
At 1 January 342,868,343 256,072,265 184,809,420 83,244,227
Issued for business combination - 618,286 - 683,824
Issued to employees and directors 109,129 230,266 140,508 166,455
342,977,472
-
256,920,817
-
184,949,928
(3,844)
84,094,506
Less: Transaction costs (60,925)
At 30 June 342,977,472 256,920,817 184,946,084 84,033,581

Fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.

During the half year ended 30 June 2021, 56,696 ordinary shares were issued to employee as share based payments with value of $80,508.

A further 52,433 (2020:88,326) ordinary shares were issued to Directors as share based payments with a value of $60,000 (2020: $60,000).

10. Business Combinations

During the financial period, the Group gained accounting control of the following group of companies (collectively referred to as “Operating Companies”) either via step acquisition, whereby the investments were previously reported in the results of the Group using the equity accounting method, or via new investments in the period. The Group has up to twelve months from the date of acquisition to complete its initial acquisition accounting. Any adjustment to fair values based on circumstances existing at acquisition date, including associated tax adjustments, within this twelvemonth period will have an equal and opposite impact on the provisional intangible asset recorded on acquisition.

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisitionby-acquisition basis. For the non-controlling interests in the subsidiaries listed below, the group elected to recognise the non-controlling interests at its proportionate share of the acquired net identifiable assets.

10.1 New acquisition of company

The following summarises the effect of the acquisition of subsidiaries as at the date of acquisitions during the period ended 30 June 2021:

Fair value of consideration transferred
Cash and cash equivalents
Share swaps
Total consideration
Provisional allocation of purchase consideration
Cash and bank balances
Deferred tax assets
Deferred tax liabilities on fair value of intangible
assets acquired
Intangible assets acquired
- Brands
- Website and domain
Plant and equipment
Trade and other receivables
Trade and other payables
Goodwill
Total identifiable net assets acquired
Yapo
Zipmatch
Total
$
$
$
24,521,407
-
24,521,407
-
556,119
556,119
24,521,407
556,119
25,077,526
1,853,877
4,242
1,858,119
-
27,312
27,312
(1,128,815)
(223,651)
(1,352,466)
2,674,511
-
2,674,511
1,506,286
894,603
2,400,889
384,230
1,725
385,955
1,549,744
90,104
1,639,848
(2,835,991)
(305,207)
(3,141,198)
20,517,565
66,991
20,584,556
24,521,407
556,119
25,077,526

24

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

10. Business Combinations (cont’d)

10.1 New acquisition of company (cont’d)

The effect of the acquisition on cash flows of the Group is as follows:

Fair value of consideration transferred
Less: Cash and cash equivalents acquired
Yapo
Zipmatch
Total
$
$
$
(24,521,407)
-
(24,521,407)
1,853,877
4,242
1,858,119
(22,667,530)
4,242
(22,663,288)

(a) Acquisition of Yapo

On 24 February 2021, the Group acquired 100% equity interest and control in Yapo.cl SPA. Yapo operates general classifieds business in Chile, with high value auto and real estate verticals.

The total consideration of EUR15,998,901 (AUD equivalent 24,521,407) was paid in exchange for 100% of the issued share capital of Yapo. The excess of the purchase consideration over the fair value of net assets acquired has been classified as goodwill.

(b) Acquisition of Zipmatch

On 19 November 2020, Hoppler entered into a sale and purchase agreement with the shareholders of Zipmatch Corporation Pte Ltd to acquire 100% of its equity interest via Share Swaps for 10% of ordinary shares capital of Hoppler valued at US$430,000 (AUD equivalent 556,119).

The acquisition process was completed on 21 April 2021 and the Group’s equity interest in Hoppler decreased 4.02% from 40.23% to 36.21%.

The excess of the purchase consideration over the fair value of net assets acquired has been classified as goodwill.

10.2 Change of accounting control and step acquisitions

On 20 January 2021, the Group acquired 43.69% equity interest or 306,614 ordinary shares in Moteur from the vendor shareholder with upfront cash consideration of US$1,200,000 (AUD equivalents 1,551,840). As a result, the Group acquired accounting control of Moteur and has consolidated its results from the date of acquisition. The excess of the purchase consideration over the fair value of net assets acquired has been classified as goodwill.

The effect of the acquisition of Moteur as at the date of acquisition of 20 January 2021 is as follows:

Fair value of consideration transferred
Cash and cash equivalents
Fair value of previously held equity interest
Total consideration
Provisional allocation of purchase consideration
Cash and bank balances
Deferred tax liabilities on fair value of intangible assets acquired
Intangible assets acquired
- Brands
- Website and domain
Plant and equipment
Trade and other receivables
Trade and other payables
Goodwill
Total identifiable net assets acquired
2021
$
1,551,840
2,000,173
3,552,013
46,423
(83,809)
216,753
84,168
47,050
357,778
(189,378)
3,073,028
3,552,013

25

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

10. Business Combinations (cont’d)

10.2 Change of accounting control and step acquisitions (cont’d)

The effect of the acquisition on cash flows of the Group is as follows:

Fair value of consideration transferred
Less: Cash and cash equivalents acquired
2021
$
(1,551,840)
46,423
(1,505,417)

Upon acquiring control, there was deemed disposal by the Group of the previously held equity interest at fair value, resulting in gains on deemed disposal of $1,066,718.

Fair value of previously held equity interest
Cost of investments
Less: Share of losses at acquisition
Add: Share of OCI at acquisition
Carrying amounts of investments at 20 January 2021
Gain on deemed disposal of associate
2021
$
2,000,173
1,331,996
(424,454)
25,913
933,455
1,066,718

10.3 Increase in Equity Interest and other transactions with Controlled Entities

(a) Hoppler

On 14 June 2021, the Group acquired an additional 110,914 ordinary shares in Hoppler via capitalisation of debts amounting to US$381,524 (AUD equivalent 494,799), increasing the Group’s equity interest by 5.79% from 36.21% to 42.00%.

(b) Infocasas

On 8 June 2021, the Group entered into a share sale agreement to acquire 60,479 ordinary shares from the other shareholders of Infocasas with upfront cash consideration of US$6,176,982 (AUD equivalent 8,263,185) and the balance of performance-based earn-out consideration in two tranches which are contingent upon achieving the operational targets at the completion of financial year ending 31 December 2021 and the financial year ending 31 December 2022 respectively. The estimated contingent consideration is amounting to US$19,277,425 (AUD equivalent 25,332,132).

Following the completion of the acquisition process on 21 June 2021, the Group’s equity interest in Infocasas increased by 49.37% from 50.63% to 100.00%.

11. Myanmar Political Situation

On 1 February 2021, Myanmar’s military staged a coup and overthrew the elected civilian government. The Group’s operations in Myanmar impacted were the FDV controlled entities iMyanmarhouse and CarsDB.

iMyanmarhouse

Operations are located in the centre of the capital Yangon and was substantially affected by the coup. The Group lost control (as defined under Accounting Standards) of iMyanmarhouse on or about 1 February 2021 as a result of the military coup and the impact of that on the Group’s ability to use its power over the investee to affect the amount of the Group’s returns. From that date the Group ceased to consolidate the results and the assets and liabilities of that entity. The Group did not receive any consideration in connection with the loss of control resulting in a loss $2,648,848.

In May 2021 unrest in Yangon subsided allowing local management access to their office, communication channels were restored and the entity recommenced trading on its platform. The Group regained its ability to use its power over the investee to affect the amount of the Group’s return. This resulted in the Group regaining control and consolidation of the entity recommenced from May 2021. The Group did not pay any consideration in connection to the regain of control resulting in a gain of $2,106,048. The Group’s ownership percentage is 52.63%, being at the same level as when it lost control.

26

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

13. Notes to the condensed consolidated statement of cash flows

Notes to the condensed consolidated statement of cash flows
Half year ended
30 Jun 2021
$
30 Jun 2020
$
Cash flows from operating activities
Net (loss)/profit before tax (7,316,796) 1,965,267
Adjustments for:
Amortisation of intangible assets 5,216,370 1,514,919
Depreciation 370,604 168,092
Gain on disposal of property, plant and equipment (26,310) 1,899
Disposal of Right-of-use assets 10,931 (409)
Net loss allowance on doubtful debts - 534
Net foreign exchange difference (1,973,083) (905,953)
Share of net loss of associates (233,441) 1,678,435
Interest income (44,578) (144,298)
Interest expense 47,242 58,373
Non-cash employee benefits expense – share based payments 187,034 140,725
Impairment of goodwill 459,218 -

Net effect of loss and subsequent gain on control of

iMyanmarhouse
542,800 -
Loss on disposal of a subsidiary - 267,935
Gains ondisposalofanassociate (1,066,718) (6,798,910)
(3,826,727) (2,053,391)
Change in operating assets and liabilities:
Trade and other receivables 2,685,122 1,138,600
Trade and other payables (3,736,918) (48,599)
Cash used in operations (4,878,523)
(47,242)
5,134
(963,390)
Interest paid (58,373)
Interest received 79,310
Net cash used in operating activities (4,920,631) (942,453)

14. Contingencies

Various claims arise in the ordinary course of business against Frontier Digital Ventures Limited and its subsidiaries. The amount of the liability (if any) at 30 June 2021 cannot be ascertained and the Directors believe that any resulting liability would not materially affect the financial position of the Group.

15. Subsequent events

COVID-19

The Group will continue to assess and monitor the COVID-19 situation closely as well as the measures imposed by the Governments of the respective countries where the Group operates. Although the duration and ultimate impact COVID-19 will have on world economies remains unknown, the Group and its operating businesses are well capitalised and are in a strong position to navigate the uncertainty COVID-19 has presented to businesses worldwide.

Other subsequent events

On 12 July 2021, the Group entered into share purchase agreements to acquire an additional 110,556 ordinary shares from the other existing shareholders of Hoppler with a total consideration of US$250,000 (AUD equivalent 334,475), increasing its equity interest from 42.00% to 51.05%.

There have been no other transactions or events of a material and unusual nature between the end of the reporting period and the date of this report that will, in the opinion of the Directors of the Company, significantly affect the operations of the consolidated entity, the results of those operations, or state of affairs of the consolidated entity in future years.

28

Frontier Digital Ventures Limited and Controlled Entities Notes to the Condensed Consolidated Financial Statements

11. Myanmar Political Situation (cont’d)

The net impact on the profit or loss for the period as a result of the loss and subsequent gain of control is as follows:

Loss due to loss of control of controlled entity
Gain on revaluation of financial instrument
The following summarises the effect of FDV regaining control of iMyanmarhouse in May 2021:
Fair value of consideration transferred
Fair value of previously held financial instrument
Total consideration
Provisional allocation of purchase consideration
Cash and bank balances
Intangible assets acquired
- Brands
Plant and equipment
Trade and other receivables
Trade and other payables
Less: Non-controlling interest’s share of net assets
Goodwill
Total identifiable net assets acquired
2021
$
(2,648,848)
2,106,048
(542,800)
2021
$
2,106,048
2,106,048
469,624
222,315
44,956
338,400
(162,943)
(432,181)
1,625,877
2,106,048

The following summarises the effect of FDV regaining control of iMyanmarhouse in May 2021:

The effect of acquisition on cash flows of the Group is as follows:

Fair value of consideration transferred
Less: Cash and cash equivalents acquired
2021
$
-
471,993
471,993

Had the Group maintained control of iMyanmarHouse for the 6 month period, the Group’s loss for the period would have increased by AUD$395,244.

CarsDB

Operations are outside the coup affected area and there continues to be no impact on the Group’s ability to control this entity.

12. Convertible loan notes

As at 30 June 2021, there were convertible loan notes held in the following operating entities.

Operating
company
Conversion
prior to
Maturity
Date
Consideration
US$
Interest
rate
per
annum
Balance for
conversion
at period
end
US$
Current
shareholding
%
Maximum
Group equity
holding % after
conversion
Pakwheels 3 October
2022
600,000 10% 775,123 36.84% Variable*

* Note 5.1 – Other financial assets

27

Deloitte Touche Tohmatsu ABN 74 490 121 060

==> picture [155 x 30] intentionally omitted <==

477 Collins Street Melbourne VIC 3000 GPO Box 78 Melbourne VIC 3001 Australia

DX: 111 Tel: +61 (0) 3 9671 7000 Fax: +61 (0) 9671 7001 www.deloitte.com.au

Independent Auditor’s Review Report to the Members of Frontier Digital Ventures Limited

Conclusion

We have reviewed the half-year financial report of Frontier Digital Ventures Limited (the “Company”) and its subsidiaries (the “Group”), which comprises the condensed consolidated statement of financial position as at 30 June 2021, and the condensed consolidated statement of comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration as set out on pages 5 to 28.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of the Group is not in accordance with the Corporations Act 2001 , including:

  • Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance for the half-year ended on that date; and

  • Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Half-year Financial Report section of our report. We are independent of the Group in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s review report.

Directors’ Responsibilities for the Half-year Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Asia Pacific Limited and the Deloitte organisation.

29

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Auditor’s Responsibilities for the Review of the Half-year Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 30 June 2021 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

==> picture [165 x 25] intentionally omitted <==

DELOITTE TOUCHE TOHMATSU

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Anneke du Toit Partner Chartered Accountants Melbourne, 24 August 2021

30

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Corporate Directory

Registered Office Share Registry
Level 7, 330 Collins Street, Computershare Investor Services Pty Limited
Melbourne VIC 3000 Yarra Falls
Australia 452 Johnston Street
Abbotsford VIC 3067
Tel: +61 3 8689 9997
Fax: +61 3 9602 4709
Principal Place of Business Company Secretary
39-8 The Boulevard Mertons Corporate Services Pty Ltd
Mid Valley City Lingkaran Syed Putra Mark Licciardo
59200 Kuala Lumpur, Malaysia Email:[email protected]
Tel: +60 3 2700 1591
The Board
Anthony Klok Independent Director, non-executive Chairman
Shaun Antony Di Gregorio Non-independent executive Director and Chief Executive
Officer
Mark Licciardo Independent, non-executive Director and Company
Secretary
Chief Executive Officer Chief Financial Officer
Shaun Antony Di Gregorio Jason Lau Chee Keong
Email:[email protected] Email:[email protected]
Websites Auditors
http://frontierdv.com/ Deloitte Touche Tohmatsu
477 Collins Street, Melbourne VIC 3000
ASX Listing Code
FDV

31