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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
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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 |
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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.
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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.
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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.
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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.
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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.
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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) |
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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) |
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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 |
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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 |
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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 |
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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 |
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