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QORIA LIMITED Interim / Quarterly Report 2021

Aug 30, 2021

65649_rns_2021-08-30_8daf75c6-0d0f-4e3b-af2f-4747532af9c2.pdf

Interim / Quarterly Report

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FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

FAMILY ZONE CYBER SAFETY LIMITED ACN 167 509 177

APPENDIX 4E GIVEN TO THE ASX UNDER LISTING RULE 4.3A

Reporting Period

Financialyear end 30 June 2021
Previous correspondingreporting period 30 June 2020

Results for Announcement to Market

30 June
2021
$
30 June
2020
$
% increase/
(decrease) over
corresponding
period
Revenue from ordinaryactivities 8,962,485 5,090,173 76.1%
Profit/(Loss) after tax from ordinary
activities attributable to members
(22,518,112) (17,617,120) 27.8%
Net profit/(loss) for the period attributable
to members
(22,571,788) (17,626,715) 28.1%

Dividends

No dividends have been declared or paid during the year ended 30 June 2021. The Directors do not recommend the payments of a dividend in respect of the year ended 30 June 2021.

The Company does not have any dividend reinvestment plan in operation.

Explanation of Results

The Group derives its operating revenue from its education business through the sale of its cyber safety services to schools through contracted student licenses (B2B) and its consumer business through the sale of its parental control service subscriptions to parents directly (B2C) and through its school networks (B2B2C).

The Group reported operating revenues of $8.96 million for the current financial year representing a 76.1% increase from the prior year. The growth in revenue was driven by the US education business with sales being approximately $4.94 million, representing an increase of 266% from the prior year.

The Company continued to invest in expanding the scale of its Platform to support the increasing number of users and scale of opportunities presented in the US education market as well as the development of new products and features. Family Zone’s continued investment in R&D activities

1

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

during the year, resulted in the Group accruing government R&D grant income of approximately $3.45 million at year end.

During the year the Group undertook a project to move its data and hosting from Amazon Web Services to Google Cloud Platform (GCP) which resulted in increased significant direct costs whilst these platforms were being run in parallel. Since the migration to GCP was completed in March 2021 however there has been a significant decrease in these data and hosting costs of a per student basis.

Employee benefits was a key expenditure item for the financial year being approximately $18.1 million. As a technology business, employee wages and salary are a key business cost. During the year the Group significantly expanded its team increasing to have approximately [180] employees at 30 June 2021, with key growth in the engineering, product development and sales teams.

Non-cash share-based payments to employees and consultants during the period were approximately $2.48 million. These equity incentives are designed to ensure employee interests were closely aligned with the achievement of the Group’s operational and financial targets and also to reduce cash payments as part of the Group’s commitment to reduce cash overheads. Another significant non-cash expenditure item was the depreciation and amortisation charge for the financial year of approximately $2.61 million.

The Group reported a net loss attributable to members for the period of approximately $22.57 million.

On 30 June 2021 Family Zone acquired an innovative classroom management technology business, NetRef. The acquisition provides the Group a new and innovative product line plus access to specialist and highly relevant technical and sales experts in the US which will aid in expanding the Company’s footprint in the US. Consideration for the NetRef acquisition comprised an initial $1.23 million share-based payment with deferred consideration payable of $4.73 million as at 30 June 2021. The deferred consideration comprises cash and share based payments to be made on or before 31 January 2022.

During the year the Group raised approximately $48.7 million through share placements to sophisticated and professional investors as well as a share purchase plan to existing investors.

The Group ended the year with $34.93 million cash at 30 June 2021.

Net Tangible Assets per Security

Net Tangible Asset/(Liabilities) per share 30 June 2021 30 June 2020
Net tangible assets/(liabilities) (cents per share) 6.34 1.07

2

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

Controlled entities

The Company did not gain or lose control over any entities during the financial year. The Company’s controlled entities as at 30 June 2021 are outlined below.

Country of Date of incorporation /
Controlled entities Incorporation acquisition
Family Zone Inc. USA 9 September 2016
Family Zone Cyber Safety Pte. Ltd. Singapore 2 June 2017
Family Zone NZ Cyber Safety Ltd
(formerly Linewize Services Ltd) New Zealand 29 November 2017
Cyber Education PtyLtd Australia 1 July2020

The Group did not have any associates or joint ventures during the year.

Audit

This Appendix 4E is based on the financial report for year ended 30 June 2021, which is in the process of being audited.

Attachments

The Preliminary Final Report of Family Zone Cyber Safety Limited for the year ended 30 June 2021 is attached.

3

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended 30 June 2021

Note 2021
$
2020
$
Revenue
Revenue from ordinary activities
3
Other revenue
3
Expenses
Direct costs
Share based payments
4
Employee benefits
Administration
Finance costs
Depreciation and amortisation
7, 8
Other
Loss before income tax
Income tax benefit/(expense)
Loss after tax for the period attributable to the
members of Family Zone Cyber Safety Limited
Other comprehensive income
Items that will be reclassified subsequently to profit
or loss when specific conditions are met:
Exchange differences on translating foreign operations,
net of tax
Total
comprehensive
(loss)
for
the
period
attributable to the members of Family Zone Cyber
Safety Limited
Basic and diluted loss per share (cents per share) for
the year attributed to the members of Family Zone
Cyber Safety Limited
5
8,962,485
5,090,173
4,255,261
3,375,692
(7,033,473)
(2,248,493)
(2,484,620)
(2,915,880)
(18,105,878)
(10,048,900)
(4,023,909)
(5,502,107)
(197,302)
(214,404)
(2,605,522)
(4,164,248)
(1,285,154)
(988,953)
(22,518,112)
(17,617,120)
-
-
(22,518,112)
(17,617,120)
(53,676)
(9,595)
(22,571,788)
(17,626,715)
(6.16)
(7.48)

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the accompanying notes.

4

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2021

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 June 2021
APPENDIX 4E
Note 2021
$
2020
$
ASSETS
Current Assets
Cash and cash equivalents
6
Trade and other receivables
Prepayments
Inventory
Total Current Assets
Non-Current Assets
Intangibles
7
Trade and other receivables
Plant and equipment
8
Right to use assets
Total Non-current Assets
TOTAL ASSETS
LIABILITIES
Current Liabilities
Trade and other payables
Deferred revenue
Provisions
Borrowings
Lease liability
Deferred consideration
Total Current Liabilities
Non-current Liabilities
Deferred revenue
Contingent consideration
Provisions
Lease Liability
Total Non-current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
9
Reserves
10
Accumulated losses
TOTAL EQUITY
34,933,166
5,807,193
8,971,405
4,739,118
1,944,985
188,611
372,927
249,993
46,222,483
10,984,915
5,973,314
1,251,177
-
53,156
2,764,399
1,540,565
2,552,116
365,740
11,289,829
3,210,638
57,512,312
14,195,553
6,116,544
3,121,307
4,911,243
2,314,320
1,201,546
655,028
442,295
1,272,510
590,186
225,642
4,734,492
-
17,996,305
7,588,807
3,593,245
1,917,795
68,307
22,117
237,762
103,563
2,278,971
156,625
6,178,285
2,200,100
24,174,590
9,788,907
33,337,722
4,406,646
106,052,956
56,673,575
12,505,095
10,435,288
(85,220,329)
(62,702,217)
33,337,722
4,406,646

The Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes.

5

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

Issued
Capital
Share-based
Payment
Reserve
Accumulated
Losses
Foreign
Currency
Translation
Reserve
Total
$
$
$
$
$
Balance at 1 July 2019
Loss for the year
Total other comprehensive
income
Total comprehensive loss for
the year
Transaction with owners, directly
recorded in equity:
Issue of Ordinary Shares, net of
transaction costs
Issue of Options, Performance
Rights & Performance Shares
Reversal of performance rights
Reversal of employee options
Total transactions with owners
Balance at 30 June 2020
45,567,979
7,454,897
(45,085,097)
(3,310)
7,934,469
-
-
(17,617,120)
-
(17,617,120)
-
-
-
(9,595)
(9,595)
-
-
(17,617,120)
(9,595)
(17,216,004)
11,105,596
-
-
-
11,105,596
-
3,054,036
-
-
3,054,033
-
(20,833)
-
-
(20,833)
-
(39,907)
-
-
(39,907)
11,105,596
2,993,296
-
-
14,098,892
56,673,575
10,448,193
(62,702,217)
(12,905)
4,406,646
Issued
Capital
Share-based
Payment
Reserve
Accumulated
Losses
Foreign
Currency
Translation
Reserve
Total
$
$
$
$
$
56,673,575
10,448,193
(62,702,217)
(12,905)
4,406,646
-
-
(22,518,112)
-
(22,518,112)
-
-
-
(53,676)
(53,676)
-
-
(22,518,112)
(53,676)
(22,571,788)
49,379,381
-
-
-
49,379,381
-
3,500,853
-
-
3,500,853
-
(1,300,382)
-
-
(1,300,382)
-
(76,988)
-
-
(76,988)
49,379,381
2,123,483
-
-
51,502,864
106,052,956
12,571,676
(85,220,329)
(66,581)
33,337,722
Balance at 1 July 2020
Loss for the year
Total other comprehensive
income
Total comprehensive loss for
the year
Transaction with owners, directly
recorded in equity:
Issue of Ordinary Shares, net of
transaction costs
Issue of Options, Performance
Rights & Performance Shares
Reversal of performance rights
Reversal of employee options
Total transactions with owners
Balance at 30 June 2021

The Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes.

6

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

CONSOLIDATED STATEMENT OF CASHFLOWS

For the year ended 30 June 2020

CONSOLIDATED STATEMENT OF CASHFLOWS
For the year ended 30 June 2020
APPENDIX 4E
Not
e
2021
$
2020
$
Cash flows from operating activities
Receipts from customers
Government grants received
Payments to suppliers and employees
Interest (paid)/received
Net cash flows (used in) operating activities
6
Cash flows from investing activities
Purchase of plant & equipment
Net cash flows (used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares, net of issue costs
Proceeds from borrowings
Repayments of borrowings
Payment of principal portion of lease liabilities
Net cash flows from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning year
Effects of foreign exchange rates
Cash and cash equivalents at end year
6
10,406,435
5,888,149
2,094,471
1,943,696
(28,054,979)
(16,090,303)
(3,621)
(18,516)
(15,557,693)
(8,276,974)
(2,169,309)
(1,261,159)
(2,169,309)
(1,261,159)
47,783,224
10,440,512
442,295
1,522,017
(1,206,711)
(1,523,106)
(412,674)
(185,671)
46,606,134
10,253,752
28,879,131
715,619
5,807,193
5,116,523
246,842
(24,949)
34,933,166
5,807,193

The above Consolidated Statement of Cashflows is to be read in conjunction with the accompanying notes.

Non-cash financing and investing activities

During the year the Group issued equity securities as payment for services to the value of $111,213 (2020: $507,143). These issue costs are not reflected in the Statement of Cashflows.

7

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 30 June 2021

NOTE 1: BASIS OF PREPARATION OF THE YEAR END FINANCIAL REPORT

The preliminary financial report has been prepared in accordance with ASX listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E.

This report has been prepared in accordance with the Australian Accounting Standards (AASBs) and Interpretations issued by the Australian Accounting Standards Board, and the Corporations Act 2001 . This year end financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this preliminary report is to be read in conjunction with the annual financial report for the year ended 30 June 2020, the interim financial report for the half-year ended 31 December 2020 and any public announcement made by Family Zone Cyber Safety Limited during the reporting period in accordance with the continuous disclosure requirement of the Corporations Act 2001 .

NOTE 2: SEGMENT REPORTING

The chief operating decision maker has been identified as the Board of Directors.

The Group has three main operating segments being, information technology (and more specifically the provision of cyber safety services) in Australia, New Zealand and United States of America. The Group also operates in Asia, however this is in the early stages of development, and has been allocated to other. Other also includes head office & corporate expenditure. This is consistent with the internal reporting provided to the chief operating decision maker.

30 June 2021
Segment Income
Sales revenue
Other income
Total Income
30 June 2021
Segment Expenses
Direct Costs
Operating expenses
Research and
Development
Share-based
payments
Loss before
depreciation and
amortisation
Depreciation and
amortisation
Loss before Income
Tax
Australia
New Zealand
USA
Corporate
Total
$
$
$
$
$
3,048,256
977,635
4,936,374
220
8,962,485
4,306,202
2,743
(53,688)
4
4,255,261
7,354,458
980,378
4,882,686
224
13,217,746
Australia
New Zealand
USA
Corporate
Total
$
$
$
$
$
(5,985,077)
(149,714)
(898,682)
-
(7,033,473)
(15,971,730)
(1,157,693)
(5,211,707)
(51,255)
(22,392,385)
(1,017,866)
(18,520)
(183,473)
-
(1,219,859)
-
-
-
(2,484,620)
(2,484,620)
(15,620,214)
(345,549)
(1,411,176)
(2,535,651)
(19,912,591)
(741,906)
(1,294,538)
(569,077)
-
(2,605,521)
(16,362,120)
(1,640,087)
(1,980,253)
(2,535,651)
(22,518,112)

8

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

30 June 2020
Segment Income
Sales revenue
Other income
Total Income
30 June 2020
Segment Expenses
Direct Costs
Operating expenses
Research and
Development
Share-based
payments
Loss before
depreciation and
amortisation
Depreciation and
amortisation
Loss before Income
Tax
30 June 2021
Segment Assets
Segment Liabilities
30 June 2020
Segment Assets
Segment Liabilities
Australia
New Zealand
USA
Corporate
Total
$
$
$
$
$
2,687,735
984,428
1,347,139
70,871
5,090,173
3,061,685
4,916
309,064
27
3,375,692
5,749,420
989,344
1,656,203
70,898
8,465,865
Australia
New Zealand
USA
Corporate
Total
$
$
$
$
$
(3,480,280)
(170,400)
(158,226)
(19,405)
(3,828,311)
(9,296,966)
(1,330,566)
(3,439,684)
86,529
(13,980,687)
(1,016,596)
(51,309)
(125,954)
-
(1,193,859)
-
-
-
(2,915,880)
(2,915,880)
(8,044,423)
(562,931)
(2,067,661)
(2,777,857)
(13,452,872)
(930,055)
(3,046,688)
(187,505)
-
(4,164,248)
(8,974,477)
(3,609,619)
(2,255,167)
(2,777,857)
(17,617,120)
Australia
New Zealand
USA
Other
Total
$
$
$
$
$
49,110,470
482,595
7,898,132
21,115
57,512,312
(15,278,329)
(741,101)
(8,155,158)
-
(24,174,588)
Australia
New Zealand
USA
Other
Total
$
$
$
$
$
8,839,090
1,618,708
3,598,089
139,664
14,195,551
(5,215,037)
(549,167)
(4,005,739)
(18,964)
(9,788,907)

9

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

NOTE 3: REVENUE AND OTHER INCOME


Operating Revenue
Service revenue
Hardware revenue
Other Income
Interest revenue
Other
Research and development grant
2021
2020
$
$
8,698,595
4,775,644
263,890
314,529
8,962,485
5,090,173
62,179
3,742
747,903
981,806
3,445,179
2,390,144
4,255,261
3,375,692

NOTE 4: SHARE BASED PAYMENTS

Share based payments made during the year ended 30 June 2021 are summarised below :

2021 2020
$ $
Broker and advisor options issued in lieu of services provided 111,213
1,062,579
Shares issued to consultants in lieu of services provided -
115,807
Options issued to employees and directors as incentive 250,084
377,789
Shares issued to employees and directors as incentive 200,080
313,920
Performance rights issued to Directors and employees as incentive
and for services
3,022,480 1,540,599
Performance share issued to employees as incentive and for services
-

73,069
Reversal of SBP expenses as vesting conditions were not met (1,371,509)
(60,740)
Shares issued to for internet filtering services pursuant to
Collaboration Agreement
272,272 -
Less amounts recognised within equity -
(507,143)
Total share based payment expense 2,484,620 2,915,880
NOTE 5: EARNINGS PER SHARE
Loss per share 2021 2020
Basic and diluted loss per share (cents per share) (6.16) (7.48)
Weighted average number of ordinary shares outstanding
during the period used in the calculation of basic EPS
365,463,540
235,571,555

10

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

NOTE 6: CASH AND CASH EQUIVALENTS

Cash at Bank
Total cash and cash equivalents
Reconciliation to Statement of Cashflows
Loss for the year
Non-cash items
Share-based payments
Depreciation and amortisation
Revaluation of contingent consideration
Interest expense
Loan forgiveness
Changes in Assets and Liabilities
Increase/(Decrease) in Trade and Other Payables
Increase/(Decrease) in Deferred Revenue
(Increase)/Decrease in Inventory
(Increase)/Decrease in Trade and Other Receivables
Increase/(Decrease) in Provisions
Cash flows used in operations
2021
2020
$
$
34,933,166
5,807,193
34,933,166
5,807,193
2021
$
2020
$
(22,518,112)
(17,617,120)
2,484,620
2,915,880
2,605,522
4,164,248
46,190
87,582
-
31,881
-
(327,124)
2,929,437
938,605
4,272,372
2,270,051
(122,935)
(92,841)
(5,935,503)
(855,080)
680,716
206,944
(15,557,693)
(8,276,974)

NOTE 7: INTANGIBLES

Intellectual Property at cost
Less: Accumulated amortisation and impairment
Customer Contracts at cost
Less: Accumulated amortisation and impairment
Goodwill
2021
2020
$
$
13,759,986 13,759,986
(13,756,182) (12,555,817)
339,181
339,181
(339,181)
(292,172)
5,969,510
-
5,973,314
1,251,177

11

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

a) Reconciliation of movements in intangible assets
Intangible Assets
Balance at 1 July 2019
Additions
Impairment expense
Amortisation expense
Balance at 30 June 2020
Balance at 1 July 2020
Additions1
Impairment expense
Amortisation expense
Balance at 30 June 2021
$
4,826,403
-
-
(3,575,226)
1,251,177
1,251,177
5,969,510
-
(1,247,373)
5,973,314
  • (1) On 30 June 2021, Family Zone acquired the NetRef Business from a US based company, Verite Educational Services LLC. Total consideration paid and payable for the acquisition of the NetRef business is approximately $5.9million (US$4.1million). The NetRef business contributed to $nil profit or loss to the Group for the year ended 30 June 2021.

NOTE 8: PROPERTY, PLANT AND EQUIPMENT

Property, plant & equipment – at cost
Less: Accumulated depreciation
Total property, plant and equipment
a) Reconciliation of movements in fixed assets
Property, Plant and Equipment
Balance at 1 July 2019
Additions
Depreciation expense
Balance at 30 June 2020
Additions
Depreciation expense
Balance at 30 June 2021
2021
2020
$
$
4,339,440
2,327,301
(1,575,041)
(786,736)
2,764,399
1,540,565
$
682,757
1,446,830
(589,022)
1,540,565
2,169,309
(945,475)
2,764,399

12

FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E

NOTE 9: ISSUED CAPITAL

Issued Ordinary Shares - no par value (fully paid)
Total
Opening balance – 1 July 2019
Closing balance – 30 June 2020

Issue of Tranche 2 Placement Shares on 7 July 2020
Shares issued on exercise of Performance rights
Shares issued on exercise of Broker and Advisor options
Shares issued on exercise of employee options
Issue of Placement Shares Oct/Nov 2020
Issue of Share Purchase Plan Shares 25 Nov 2020
Issue of Shares to Netsweeper for services on 3 Dec 2020
Shares issued in lieu of cash remuneration or as incentive
Shares to be issued - Placement shares May 2021
Shares to be issued - NetRef Tranche 1 share
consideration
Costs of shares issued
Closing Balance – 30 June 2021
2021
2020
Number of
Shares
Number of
Shares
391,266,604 295,543,169
391,266,604
295,543,169
Number of
Shares
Value
$
200,627,835
45,567,979
295,543,169
56,673,575
30,833,333
3,700,440
6,218,074
-
7,005,792
1,426,183
435,034
78,306
45,454,545
20,000,000
4,679,466
2,053,505
680,680
272,272
416,511
200,080
-
23,000,000
-
1,235,018
-
(2,586,424)
391,266,604
106,052,955

NOTE 10: RESERVES

Nature and Purpose of Reserve

The share based payment reserve records the value of options, performance rights and performance shares issued to the Group’s directors, employees, and third parties. The value of the amount disclosed during the year reflects the value of options and performance shares issued by the Group.

Performance Shares
Performance Rights
Options
Foreign Currency Translation Reserve
Total Reserves
2021
2020
$
$
1,660,671
5,146,818
5,362,803
1,660,671
5,548,202
3,640,704
(66,581)
(12,905)
12,505,095
10,435,288

13