Family Zone Cyber Safety Software
Annual Report 2019

Plain-text annual report

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 Financial year end Previous corresponding reporting period Results for Announcement to Market 30 June 2019 $ 30 June 2018 $ 30 June 2019 30 June 2018 % increase/ (decrease) over corresponding period Revenue from ordinary activities 4,184,323 2,329,780 80% Profit/(Loss) after from ordinary activities tax attributable to members Net profit/(loss) for the period attributable to members (14,401,137) (18,206,211) (21)% (14,416,110) (18,194,548) (21)% Dividends No dividends have been declared or paid during the year ended 30 June 2019. The Directors do not recommend the payments of a dividend in respect of the year ended 30 June 2019. The Company does not have any dividend reinvestment plan in operation. Explanation of Results Throughout the year the Group continued to develop and refine the commercialisation strategy for its suite of cyber safety product. The Group reported strong growth in customer sales with material contribution from all three distribution channels being consumer, education and wholesale. The education business in particular contributed strongly to revenue growth during the year, with significant uptake seen in the US education market. The Group reported operating revenues of $4.18 million for the current financial year representing an 80% increase from the prior year. The Group continued to invest in the development of a new products as well as undertaking a number of major product enhancements to continually upgrade and improve the features of its existing products, create new revenue streams and optimise its customer acquisition strategy. Family Zone’s continued investment in R&D activities during the year, resulted in the Group 1 FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E receiving government grant income of approximately $3.83 million resulting in total revenue and other income for the year of approximately $8.03 million1. Employee and director remuneration was a key expenditure item for the financial year being approximately $6.13 million. During the year the Group invested in the establishment an experienced sales and delivery team to drive growth in the US education market. Non- cash share based payments to employees and consultants during the period were approximately $1.93 million. These equity incentives are designed to ensure employee and consultants 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 and bring forward the achievement of cash flow breakeven. Another significant non-cash expenditure items was the depreciation and amortisation charge for the financial year of approximately $4.50 million. The Group reported a net loss attributable to members for the period of approximately $14.40 million. Net Tangible Assets per Security Net Tangible Asset/(Liabilities) per share 30 June 2019 30 June 2018 Net tangible assets/ (liabilities) (cents per share) 1.96 (1.89) Controlled entities The Company did not gain or lose control over any entities during the financial period. The Company’s controlled entities as at 30 June 2019 are outlined below. Controlled entities Family Zone Inc. Family Zone Cyber Safety Pte. Ltd. Family Zone NZ Cyber Safety Ltd (formerly Linewize Services Ltd) Country of Incorporation USA Singapore Date of incorporation / acquisition 9 September 2016 2 June 2017 New Zealand 29 November 2017 The Group did not have any associates or joint ventures during the period. Earnings/(loss) per Share Loss per share 30 June 2019 30 June 2018 Basic and diluted loss per share (cents per share) (9.07) (17.35) Audit This Appendix 4E is based on the audited financial statements for the year ended 30 June 2019. 1 Excluding gain on contingent consideration revaluation  2 FAMILY ZONE CYBER SAFETY LIMITED APPENDIX 4E The Independent Audit Report included an emphasis of matter highlighting matters that indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern. Attachments The Company’s audited Annual Financial Report for the year ended 30 June 2019 (‘Annual Report’) is attached. Additional Appendix 4E disclosure requirements can be found in the Annual Report which contains a Review of Operations, the Directors Report and the 30 June 2019 Financial Statements and accompanying notes including segment information in Note 24, events occurring after the reporting period Note 30 and the Independent Auditor’s Report on page 74 of the Annual Report. 3 ACN 167 509 177 ANNUAL REPORT for the year ended 30 June 2019 Family Zone Cyber Safety Limited Annual Report 30 June 2019 CONTENTS PAGE CORPORATE INFORMATION .................................................................................................................................... 3 CHAIRMAN'S MESSAGE ............................................................................................................................................ 4 REVIEW OF OPERATIONS ........................................................................................................................................ 5 DIRECTORS’ REPORT ............................................................................................................................................. 10 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) ............................................................................ 17 AUDITOR’S INDEPENDENCE DECLARATION ........................................................................................................ 29 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ..................... 30 CONSOLIDATED STATEMENT OF FINANCIAL POSITION .................................................................................... 31 CONSOLIDATED STATEMENT OF CHANGES OF EQUITY ................................................................................... 32 CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................................................. 33 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .............................................................................. 34 DIRECTORS’ DECLARATION .................................................................................................................................. 73 INDEPENDENT AUDITOR’S REPORT………………………………………………………………………………………74 ASX ADDITIONAL INFORMATION ........................................................................................................................... 79 CORPORATE GOVERNANCE .................................................................................................................................. 85 2 Family Zone Cyber Safety Limited Annual Report 30 June 2019 CORPORATE INFORMATION Directors Tim Levy John Sims Crispin Swan Phil Warren Sir Peter Westmacott Company secretary Emma Wates Managing Director Non-executive Chairman Executive Director - Sales Non-executive Director Non-executive Director Registered and principal administrative office: 945 Wellington Street WEST PERTH WA 6005 Telephone: +61 8 9322 7600 Principal place of business Level 15, 207 Murray Street WEST PERTH WA 6000 Telephone: 1300 398 326 Share register Automic Registry Services Level 5 126 Phillip Street Sydney NSW 2000 Solicitors GTP Legal 68 Aberdeen Street NORTHBRIDGE WA 6003 Telephone: +61 8 6555 1866 Bankers: Westpac Banking Corporation Level 14, 109 St Georges Terrace Perth WA 6000 Auditors: Pitcher Partners BA&A Pty Ltd Level 11, 12-14 The Esplanade PERTH WA 6000 Telephone: +61 8 9322 2022 Securities Exchange Listing Family Zone Cyber Safety Limited is listed on the Australian Securities Exchange (ASX Code: FZO) 3 Family Zone Cyber Safety Limited Annual Report 30 June 2019 CHAIRMAN’S MESSAGE Dear Fellow Shareholders, I am pleased to present the 2019 Annual Report for Family Zone Cyber Safety Limited (ASX: FZO) (‘the Company’) and its wholly owned subsidiaries (‘Family Zone’ or ‘the Group’), looking back on a year that has seen us deliver strong growth in revenues, exciting product developments and new distribution partnerships with major telcos and retailers. We achieved an 80 per cent increase in operating revenue from customers in FY2019 compared to the previous year, and total revenue and other income of $8.0 million1. During the year, we surpassed the 100,000 user milestone, and at the end of the year had 134,000 customers on our books. We have achieved this growth across all of our sales channels which supports and validates our product offerings and distribution strategies. The education business has continued to be a key contributor to the Group’s revenue growth with the launch of our expanded School Zone product during the year gaining immediate traction in the US and resulting in 270 US schools being signed up during FY2019. We are excited about the opportunity presented by the US education market, given the results achieved in a relatively short period, the large market size presented and the relatively low customer acquisition costs. During the year we launched a world first cyber safety phone the FZ ONE, a fully featured smartphone with built in cyber safety. This product is now being distributed directly online and through major retails partnerships with Woolworths in Australia and Noel Leeming in New Zealand. Another exciting product we launched in late FY2019 was SpotShield, which Family Zone has developed to address hotspotting.This one of the key IT challenges facing schools today, that sees children bypassing school filtering systems. We have received an extremely positive response to this product which is already live in a number of Australian schools. We have continued to work closely with a number of our global telco partners on developing our mass customer acquisition tool, “Insights”. Family Zone Insights is a free service leveraging the power of the Family Zone Platform to provide valuable reporting, location tracking and alert services to parents. This product is now in the final stages of product delivery and will be launched initially through our partnership with Telkomsel in Indonesia, before being rolled out to our other telco partners globally. I would like to thank and acknowledge the efforts and management and staff who have been committed to the execution and delivery of our business strategy during what has been a productive 12 months. We expect 2020 to be another dynamic and successful year, with a number of exciting opportunities for the Group including the expansion of our education business into the US and the roll out of Insights across all our distribution channels. We continue to target overhead reduction with our resources and investment focussed on scalability, deployment and support arrangement in the large market of USA and Asia. On behalf of the Board, I would like to thank shareholders for their continued support of the Group as we continue to execute our commercialisation strategy for our globally scalable cyber safety ecosystem. John J Sims Chairman 1 Excludes gain on revaluation of contingent consideration  4 Family Zone Cyber Safety Limited Annual Report 30 June 2019 REVIEW OF OPERATIONS Family Zone’s revenue continued to grow strongly this financial year with material contributions from each of its three sales channels (education, wholesale and consumer). The Group reported sales revenue from customers of $4.18 million for the year ended 30 June 2019, representing an 80% increase from the prior financial year. The Group also generated $3.83 million in R&D grant funding (other income/revenue) during the financial year as a its continued investment in the development of new products as well as major upgrades to its existing products. result of is revenue Family Zone’s customer largely generated through recurring customer contracts particularly with schools and parents. During the year the Group signed more than $4.50 million of contracted is amortised and recognised as accounting revenue over the service delivery period. revenue which Excludes any gain on the revaluation of contingent consideration Key operational highlights and achievements during the year ended 30 June 2019 included:  Education o o reached 220 partner schools and 839 school clients globally at year end (including 402 schools in the US); launched School Manager in the US creating immediate sales traction and a strong sales pipeline; and o new product, SpotShield launched in late FY2019 to address “hotspotting” in schools.  Wholesale o signed a reseller agreement with Woolworths Mobile; o signed agreements with India’s largest two telcos, Vodafone India and Bharti Airtel, to resell Family Zone in India; and o successful trials undertaken with Telkomsel in Indonesia resulting in 65,000 subscribers being signed in approximately 6 months.  Consumer o grew direct customers by 106% year on year; o Launch of the FZ ONE cyber safe mobile phone, a world-first initiative that has Family Zone’s cyber safety controls embedded in a high-spec Android device; and o signed a distribution deal with iconic retailer chain Woolworths in Australia and NZ leading retailer Noel Leeming to distribute the FZ ONE. 5 Family Zone Cyber Safety Limited Annual Report 30 June 2019 REVIEW OF OPERATIONS Education Family Zone’s education business continued to contribute strongly to revenue growth during the financial year, with   school clients increasing 49% to 839 schools (from 563 schools in the prior year); and student licences growing by 45% to 482,000 (from 332,000 in the prior year) at the end of the current financial year. Family Zone rebranded and expanded its School Zone Platform during the year with the Group rolling out this significantly improved product to its existing and new customers in late 2018. This expanded offering provides schools with an innovative firewall, filtering platform and classroom management tools. There was a rapid take up (270 US schools being signed up during FY2019) of the new School Zone in US schools confirming product market fit and saleability. The US market was a strong contributor to the growth in the Group’s education business during the year, with 402 of its school clients being in the USA. The strong growth in the US education market this financial year has resulted from the Group’s investment in and establishment of an experienced sales and delivery team in the second half of 2018 calendar year. This team has driven the rapid growth in US school sign ups while building a strong pipeline of opportunities with a number of new proof of concepts deployments live and performing well. The US education market is large and strategically important for the Group. It is 10 times the size of the Australian market with approximately 70,000 schools across 14,000 Public School Districts plus 30,000 independent private schools and 55 million K-12 students. Family Zone is confident that there will be continued and accelerating growth from its US education business. Family Zone also entered the UK education market in March 2019 following an inbound inquiry from a UK based edu-tech reseller. The Group has 5 schools in the UK operating through a reseller at commercial rates. Significantly this was achieved with no incremental marketing spend and no requirement for the Group to employ resources or establish a physical in-market presence. New Product Launched - SpotShield In June 2019, the Group launched a new innovative product called SpotShield targeted at managing “Hot Spotting” in schools. Hotspotting is one of the key IT challenges in schools as it permits students to readily bypass school filters risking school duty of care. 6 Family Zone Cyber Safety Limited Annual Report 30 June 2019 REVIEW OF OPERATIONS Family Zone SpotShield puts schools back in control by ensuring all devices at school and during school time are subject to a school's Acceptable Use Policy. School policy applies whether the device is connected to school Wi-Fi, cellular networks or any 3rd party Wi-Fi services. The Group has received an extremely positive response to this new product with SpotShield already live in a number of Australian schools. SpotShield is providing new engagement and up-sale opportunities for the sales team and is expected continue to drive growth in the education market. Wholesale Family Zone has secured multiple strategic partnerships with top tier telocs across Asia including:  Telkomsel in Indonesia which has in excess of 160m subscribers and is one of the largest mobile carriers in the world. It is estimated to have over 10m child users;  Maxis Communications in Malaysia– with over 12m subscribers and an estimated 2m child users;  PLDT and Smart Communications in the Philippines - PLDT is Philippines main long-distance provider and primarily a provider of business services. Smart is a leading mobile provider in the Philippines with over 60m subscribers and is estimated to have in excess of 8m child users;  Vodafone in India is India’s largest telecommunications company with circa 42% customer market share and more than 430m subscribers; and  Bharti Airtel –in November 2018 Family Zone signed a Letter of Intent with Bharti Airtel India’s second- largest telco, for the resale of Family Zone’s services in India. Bharti Airtel ranks within the top three telcos globally and operates in 16 countries. During the year Family Zone continued to work with its telco partners to develop and trial strategies to deliver to customer and monetise cyber safety services. The Group has been working particularly closely with Telkomsel in Indonesia to test alternative services, on boarding, marketing and sales strategies. These trials have achieved significant take-up and are validating the strategies being developed. The Group’s agreed strategy with its Asian telco partners is to implements its freemium, “Insights” led acquisition strategy. Family Zone Insights is a free service leveraging the Family Zone platform to provide valuable reporting, location tracking and alert services to parents. Under this go-to-market model “Insights” will be offered free for telcos to re-brand and bundle with their customer offerings. This will allow the Group to cost-effectively identify, connect and inform those parents who are the best candidates to up-sell the Family Zone premium service. 7 Family Zone Cyber Safety Limited Annual Report 30 June 2019 REVIEW OF OPERATIONS Consumer Family Zone’s direct to consumer business operates with a fixed marketing spend oriented to ‘back-to-school’ periods. The channel is growing consistently as Family Zone’s brand and reputation builds and offering develops. World First Cyber Safety Mobile Phone During the year, the Group launched the FZ ONE its own fully features smartphone with built in cyber safety. The FZ ONE was built in consultation with major retailers and cyber safety experts to suit the needs and desires of parents, schools and children.  For children: The FZ ONE has Android (Oreo) and is a high specification, high quality and great looking device. There are no functional compromises or limitations on features, apps, social networks or gaming.  For parents: The FZ ONE has Family Zone deeply embedded into the operating system - it is incredibly simple to set up, highly secure and cyber safe. As a fully featured Android device, parents can also add family, social and gaming apps and can leverage all of Google’s services and functions.  For schools: The FZ ONE supports Family Zone’s innovative School Community features. Schools can have confidence that FZ ONE devices are compliant with school policy. The FZ ONE is distributed online through Family Zone direct and through partnerships signed during the year with major retailers, Woolworths in Australia and Noel Leeming in New Zealand.. Soon after the launch of the FZ ONE in October 2018 the Company announced a landmark partnership for the FZ One to be retailed through Woolworth supermarket locations nationwide and through Woolworths online. This presented a significant milestone and validation of the market opportunity of the FZ ONE. The partnership with Woolworths was extended in February 2019 with Woolworth’s Mobile also signing on as a reseller of Family Zone’s subscription services to its customers and employees. Noel Leeming is New Zealand’s leading consumer electronics retailer with 77 stores. Noel Leeming agreed to retail the FZ ONE both in store and online from June 2019. The FZONE is the first child-friendly device in Noel Leeming’s product range, which further validates the product fit and complex challenges Family Zone seeks to solve in the “tech savvy” New Zealand market. Other Operational Achievements The Group continued its development of new products as well as major product advancements including:  Continued investment in the Group’s education solutions including significant upgrades of School Manager (formerly Linewize platform);  Comprehensive upgrade of the user interface of Family Zone’s consumer solutions; and  Continued build-out of Family Zone’s client (i.e. installed) technologies, now supporting iOS, Android, PC, MAC and Chromebook plus supporting man-in-the middle and full packet level inspection. Cashflow breakeven acceleration plan During the period, Family Zone initiated a program to bring forward the achievement of a cashflow breakeven position. This program is targeting annualised cash cost savings of circa $4 million by 31 December 2019 through 8 REVIEW OF OPERATIONS reductions in the Group’s overheads and costs of sale. This program is progressing and expected to be achieved. This cash flow enhancement program has been strongly supported by the Board and senior executives who agreed to receive securities in lieu of all, or part, of their cash salaries for 2019 calendar year. Family Zone Cyber Safety Limited Annual Report 30 June 2019 Launch of Family Zone Insights Family Zone’s focus for the next financial year is on scalability. The Group will deliver this through a significantly streamlined approach to sales, deployment and support. Key to this strategy is the introduction of Family Zone Insights, which will ultimately be a free monitoring tool:  Available for parents to download on their children’s devices;    Included free when schools install Family Zone technology on student devices; Included free for telcos and device manufacturers to re-brand and bundle with their offerings; and Included free for parents purchasing Family Zone hardware (i.e. the FZ ONE and Family Zone Box). Under this go-to-market model, schools, telcos and device manufacturers become Family Zone’s distribution partners, driving cyber safety messages and introducing the Group’s premium paid services to their constituents. This strategy allows the Group to more cost-effectively identify, connect and inform those parents who are the best candidates for the up-sell of the Family Zone premium services. Family Zone’s telco partners are excited about introducing this “Insights-led” model, with several already working with the Group to bundle the Family Zone Insights service (i.e. free to the customer) into their premium service model. 9 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT Your Directors have pleasure in submitting their report together with the financial statements of Family Zone Cyber Safety Limited (‘Company’) and its wholly owned subsidiaries (the ‘Group’ or ‘Family Zone’) for the financial year ended 30 June 2019. In order to comply with the provisions of the Corporations Act 2001, the Directors’ report as follows: DIRECTORS The Directors in office at any time during the financial year and until the date of this report are as follows: Mr Tim Levy Mr John Sims Managing Director Non-executive Independent Chairman Mr Crispin Swan Executive Director – Sales Mr Phil Warren Non-executive Independent Director Sir Peter Westmacott Non-executive Independent Director Appointed 8 October 2018 The Directors have been in office since the start of the year to the date of this report unless otherwise stated. COMPANY SECRETARY The following person held the position of Company Secretary at the end of the financial year: Emma Wates PRINCIPAL ACTIVITIES Family Zone is a technology group focussed on cyber safety. Meeting a growing demand to keep kids safe online and manage digital lifestyles, Family Zone has developed a unique ecosystem-based approach to cyber safety. The Family Zone ecosystem is a platform from which cyber safety settings, advice, and support can be delivered across any network and any device – offering a universal approach to cyber safety at home, at school and anywhere in between. The innovation of the Family Zone ecosystem is that it not only supports the needs of schools and parents but also that it also permits telos and device manufacturers to embed world’s-best practice cyber safety into their offerings. The principal activities of the Group during the period have been continued sales and distribution, marketing and customer support of its suite of cyber safety products and services. There have been no other significant changes in the nature of these activities during the financial year. RESULTS The Group reported total revenue and other income for the year ended 30 June 2019 of $9,199,917 (2018: $5,047,879) with revenue from operations being $4,184,323 (2018: $2,329,780). The net loss attributable to members of the Group for the year ended 30 June 2019 amounted to $14,401,137 (2018: loss $18,206,211). REVIEW OF OPERATIONS The operations of the Group during the financial period have focussed on the sales and marketing of its suite of cyber safety products through its key distribution channels as well as the provision of ongoing customer support services and continual improvement and upgrade of its services. A review of the Group’s operations over the past financial year is outlined on pages 5 to 9 of the Annual Report. 10 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT SIGNIFICANT CHANGES IN STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Group that occurred during the financial year not otherwise disclosed in this report or the financial statements. LIKELY DEVELOPMENTS Other than as disclosed elsewhere in this report, there are no likely developments in the operations of the Group that were not finalised at the date of this report. ENVIRONMENTAL REGULATION The Group is not subject to any significant environmental Commonwealth or State regulations or laws. DIVIDENDS There were no dividends paid or declared or recommended since the start of the financial year. EVENTS AFTER BALANCE DATE On 23 July 2019, the Group announced that it had received advice from the US Patent & Trademark Office of the award of a Patent in relation to the Group’s “Device Management System” under application 15/286434. On 25 July 2019, the Group announced a new strategic partner, Check Point Software Technologies Ltd, to bring a unique, best of breed cyber safety and security solution to the education sector. Apart from the events discussed above, no other matters or circumstances have arisen since the end of the period which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. 11 DIRECTORS’ REPORT INFORMATION ON DIRECTORS Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS Mr Tim Levy B. Com, CA Experience and expertise Mr Levy is a successful telecommunications and technology entrepreneur. He is the founder of Vodafone’s largest Australian retail partner Mo’s Mobiles and was the former CEO/COO of listed Optus reseller B Digital Limited. Prior to working in commerce Mr. Levy was a management consultant at Andersen’s working in technology and change projects across Australia, South Africa, Zambia, Jordan and Saudi Arabia. Mr. Levy is a graduate of the University of Western Australia and was a practising Chartered Accountant prior to his move into commerce. Other current directorships of ASX listed companies Nil Other directorships held in ASX listed companies in the last three years Nil Mr John Sims B. Acc (Glasgow) Experience and expertise Mr Sims is a successful technology and telecommunications executive with over 35 years’ experience. Based in San Francisco his former roles include: ● President, Global Sales, BlackBerry Limited ● Global Head of Telecom & President, SAP Mobile Services, SAP AG ● Board Member, Mobixell Networks ● CEO, 724 Solutions Inc ● Founder and CEO, TANTAU Software Inc ● COO, SCC Communications (now Intrado, part of West Corp) ● Vice President, Telecommunications, Tandem Computers Other current directorships of ASX listed companies Nil Other directorships held in ASX listed companies in the last three years Nil Mr Crispin Swan B. (Hons) Arts (UK/Germany) European Business Programme Experience and expertise Mr Swan is an experienced sales executive and general manager working across a range of global enterprises. His expertise is in international business development, executive and IT & T sales. Mr Swan’s former roles have included: ● Vice President Sales Asia Pacific, Mavenir Systems ● Regional Sales Director and General Manager, Airwide Solutions ● Network Infrastructure Solutions IS Manager for Australia & Papua New Guinea ● Sales Manager, Sema ● Account Manager, Cisco Systems ● Account Manager, Alcatel-Lucent ● Sales Executive, Cable & Wireless Communications Other current directorships of ASX listed companies Nil Other directorships held in ASX listed companies in the last three years Nil 12 DIRECTORS’ REPORT Family Zone Cyber Safety Limited Annual Report 30 June 2019 Mr Phil Warren B. Com, CA raisings, debt Experience and expertise Mr Warren is a Chartered Accountant and managing director of West Perth based corporate advisory firm Grange Consulting. Mr. Warren has over 20 years of experience in finance and corporate roles in Australia and Europe. He has specialised in company valuations, mergers and acquisitions, capital financial management, corporate governance and company secretarial services for a number of public and private companies. Mr Warren has established a number of ASX listed companies from initial unlisted shell seed raisings through to asset acquisitions leading to ASX listings and continues to act as corporate advisor to some of these companies. Mr. Warren is a non-executive director of Cassini Resources Limited and Rent.com.au Limited and also sits on a number of unlisted company boards in his capacity as finance director. Other current directorships of ASX listed companies Cassini Resources Limited, Rent.com.au Limited, Jupiter Energy Limited Other directorships held in ASX listed companies in the last three years – Nil financing, Sir Peter Westmacott Experience and expertise Sir Peter is a distinguished senior British diplomat, who has been British Ambassador to Turkey, France and the United States of America. Sir Peter has been honoured with numerous awards and appointments in the UK and France. He was appointed Companion of the Order of St Michael and St George in 2000, promoted to Knight Commander (KCMG) in 2003 and Knight Grand Cross (GCMG) in 2016. He was also made a Lieutenant of the Victorian Order by HM The Queen in 1993. Other current directorships of ASX listed companies None Other directorships held in ASX listed company in the last three years None MEETINGS OF DIRECTORS The number of Directors’ meetings held, and the number of meetings attended by each of the Directors, for the year ended 30 June 2019: Director Tim Levy John Sims Crispin Swan Phil Warren Sir Peter Westmacott Number of Board meetings eligible to attend Number of Board meetings attended 7 7 7 7 5 7 7 6 7 5 13 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT The number of audit committee meetings held, and the number of meetings attended by each of the Directors, for the year ended 30 June 2019. Director John Sims Phil Warren (Chairman) Number of audit committee meetings eligible to attend Number of audit committee meetings attended 2 2 2 2 No remuneration committee meetings were held for the year ended 30 June 2019. DIRECTORS’ INTERESTS IN THE SHARES AND OPTIONS OF THE COMPANY As at the date of this report, the interests of the Directors in fully paid ordinary shares (Shares), unlisted options, performance shares and performance rights of the Group were: Performance Shares Performance Rights Director Shares Unlisted Options Class B Class C Class D Class E Class F Class G Tim Levy 10,939,729 181,351 3,878,610 3,878,610 John Sims 322,222 - - - - - - - - - 977,998 - Crispin Swan 4,196,574 197,838 2,205,383 2,205,383 333,340 333,330 333,330 213,333 Phil Warren 293,088 1,500,000 Sir Peter Westmacott 283,052 75,000 - - - - - - - - - - - - INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS The Group paid an insurance premium of $92,085 for Directors and Officers Liability Insurance cover with an indemnity limit of $10,000,000 during the year. PROCEEDINGS ON BEHALF OF THE COMPANY No person has applied for leave of Court under Section 237 of the Corporations Act 2001 to bring proceedings on behalf of the Group. AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration as required under section 307C of the Corporations Act 2001 for the year ended 30 June 2019 is provided in this report. 14 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT NON-AUDIT SERVICES Pitcher Partners BA&A Pty Ltd consented to and was appointed as the Group’s auditors on 20 May 2016. The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group are important. Non-audit services were provided by the Group’s current auditors, Pitcher Partners BA&A Pty Ltd as detailed below. The Directors are satisfied that the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. Amounts paid/ payable to Pitcher Partners BA&A Pty Ltd or related entities for non-audit services Pitcher Partner BA&A Pty Ltd – Other assurance engagements Pitcher Partners (WA) Pty Ltd - Taxation Total auditor’s remuneration for non-audit services UNISSUED SHARES UNDER OPTION 30 June 2019 $ 30 June 2018 $ 3,000 10,600 13,600 6,250 8,500 14,750 At the date of this report unissued ordinary shares, or interests of the Company under option, are: Date Option Granted 29/08/2016 19/09/2016 to 31/08/2017 16/12/2016 05/05/2017 04/12/2017 04/12/2017 09/04/2018 09/04/2018 29/08/2018 11/03/2019 18/03/2019 21/05/2019 Total Expiry Date of Option Exercise Price of Option Number of shares under Option 29/08/2019 19/09/2019 15/12/2019 05/05/2020 04/12/2020 04/12/2020 09/04/2021 09/04/2021 29/08/2020 11/03/2022 18/03/2022 21/05/2022 $0.25 $0.33 $0.30 $0.30 $0.50 $0.60 $0.75 $0.90 $0.60 $0.25 $0.18 $0.235 5,888,438 4,321,340 5,335,000 1,750,000 850,000 850,000 516,765 516,765 500,000 250,000 2,147,647 898,692 23,824,647 15 DIRECTORS’ REPORT SHARES ISSUED DURING OR SINCE THE END OF THE YEAR AS A RESULT OF EXERCISE During the year, and as at the date of this report, details of ordinary shares issued by the Company are as a result of the exercise of Options are: Family Zone Cyber Safety Limited Annual Report 30 June 2019 Tranche Date Option Granted 1 3 Total 20/05/2016 19/09/2016 to 31/08/2017 ROUNDING OF AMOUNTS Number of Shares issued Amount paid for Shares 300,000 72,297 372,297 $75,000 $23,858 $98,858 The Company has applied the relief available to it in ASIC Legislative Instrument 2016/191, and accordingly certain amounts included in this report and in the financial report have been rounded off to the nearest $1 (where rounding is applicable), under the option available to the Company under ASIC Corporations. 16 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT REMUNERATION REPORT (AUDITED) This report outlines the remuneration arrangements in place for Directors and key management personnel of the Group for the year ended 30 June 2019. The information contained in this report has been audited as required by section 308(3C) of the Corporations Act 2001. The information provided includes remuneration disclosures that are required under Accounting Standard AASB 124 “Related Party Disclosures”. These disclosures have been transferred from the Financial Report. This remuneration report details the remuneration arrangements for key management personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Group, directly or indirectly, including any director (whether executive or otherwise) of the Group, and includes the following specified executives in the Group: A. Details of Key Management Personnel Name Position Period of Responsibility Mr Tim Levy Mr John Sims Mr Crispin Swan Mr Phil Warren Sir Peter Westmacott Managing Director Appointed 1 April 2014 Non-Executive Chairman Appointed 13 May 2016 Executive Director - Sales Appointed 3 September 2015 Non-Executive Director Non-Executive Director Appointed 13 May 2016 Appointed 8 October 2018 B. Remuneration Policies Remuneration levels for Directors, secretaries and senior executives of the Group (“the Directors and senior executives”) will be competitively set to attract and retain appropriately qualified and experienced Directors and senior executives. The Board may obtain independent advice on the appropriateness of remuneration packages given trends in comparative companies both locally and internationally and the objectives of the Group’s remuneration strategy. No such advice was obtained during the current year. The remuneration structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The remuneration structures take into account: ● ● ● ● the capability and experience of the Directors and senior executives; the Directors’ and senior executives’ ability to control the relevant performance; the Group’s performance; and the amount of incentives within each Directors and senior executives remuneration. Remuneration packages include a mix of fixed remuneration and variable remuneration and short and long-term performance-based incentives. Fixed remuneration consists of base remuneration, as well as employer contributions to superannuation funds. Remuneration levels will be, if necessary, reviewed annually by the Board through a process that considers the overall performance of the Group. If required, external consultants provide analysis and advice to ensure the Directors’ and senior executives’ remuneration is competitive in the market place. The remuneration policy will be tailored to increase goal congruence between shareholders and Directors and key management personnel. This will be facilitated through the issue of options and performance shares to key management personnel to encourage the alignment of personal and shareholder interests. The Group believes this policy will be effective in increasing shareholder wealth. 17 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) Service Agreements The Group has services agreements with each of its executive Directors and key management personnel. The Group has also entered into Non-Executive Director appointment letters outlining the policies and terms of this appointment including compensation. The principal terms of the executive service agreements existing at reporting date are set out below: Mr Tim Levy – Managing Director The Company has an executive services agreement with Mr Tim Levy for his role as Managing Director of the Group which commenced 29 August 2016 (the date the Company was admitted to the Official List of ASX) and continues until terminated under the termination provisions outlined below. The principal terms of this agreement (as varied) are as follows: a) b) a base salary of $220,000 per annum plus statutory superannuation. During the year Mr Levy agreed to forgo 100% of his cash salary and opted to receive 977,778 performance rights for the service provided during 2019 calendar year. Refer to Section E for details on these performance rights including the vesting conditions. the agreement may be terminated; (i) by either party without cause with 12 months written notice or if the Company elects to with payment in lieu of notice; by the Company with one month’s notice, or immediately with payment in lieu of notice if Mr Levy is unable to perform his duties under the agreement for three consecutive months or a period aggregating to three months in a 12 month period; by either party with 12 months written notice if the role of Managing Director becomes redundant. If the Company terminates the employment of Mr Levy within 12 months of a Change of Control, it will be deemed to be a termination by reason of redundancy. If the Company terminates for reason of redundancy it shall be obliged to pay Mr Levy for any notice period worked. In addition, it will be required to pay any redundancy amount payable under applicable laws, an amount equal to 12 months base salary (less tax) and any accumulated entitlements; by the Company, at any time with written notice and without payment (other than entitlements accrued to the date of termination) as a result of any occurrence which gives the Company a right of summary dismissal at common law; and by Mr Levy immediately, by giving notice, if the Company is in breach of a material term of this agreement. (ii) (iii) (iv) (v) Mr Crispin Swan– Executive Director – Sales The Company has an executive services agreement with Mr Crispin Swan for his role as Executive Director - Sales of the Company which commenced on 29 August 2016 (the date the Company was admitted to the Official List of ASX) and continues until terminated under the termination provisions outlined below. The principal terms of the agreement (as varied) are as follows: a) a base salary of $240,000 per annum plus statutory superannuation. During the year Mr Swan agreed to forgo 20% of his cash salary and opted to instead receive 213,333 performance rights for the service provided during 2019 calendar year. Refer to Section E for details on these performance rights including the vesting conditions; the agreement may be terminated; b) (i) (ii) by either party without cause with 12 months written notice or if the Company elects to with payment in lieu of notice; by the Company with one month’s notice, or immediately with payment in lieu of notice if Mr Swan is 18 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) unable to perform his duties under the agreement for three consecutive months or a period aggregating to three months in a 12 month period; by either party with 12 months written notice if Mr Swan’s role becomes redundant. If the Company terminates the employment of Mr Swan within 12 months of a Change of Control, it will be deemed to be a termination by reason of redundancy. If the Company terminates for reason of redundancy it shall be obliged to pay Mr Swan for any notice period worked. In addition, it will be required to pay any redundancy amount payable under applicable laws, an amount equal to 12 months base salary and any accumulated entitlements; by the Company, at any time with written notice and without payment (other than entitlements accrued to the date of termination) as a result of any occurrence which gives the Company a right of summary dismissal at common law; and by Mr Swan immediately, by giving notice, if the Company is in breach of a material term of this agreement. (iii) (iv) (v) Non-Executive Directors and Chairman Non-executive Director fees are set based on fees paid to other Non-Executive Directors of comparable companies. The aggregate remuneration for Non-Executive Directors has been set by the Board at an amount not to exceed $500,000 per annum. The Board has resolved that the Non-Executive Directors’ fees will be $50,000 per annum for the Chairman and $40,000 per annum for non-executive Directors (plus statutory superannuation). The key terms of the Non-Executive Director service agreements are as follows: Non-Executive Director Appointment – John Sims The Company has entered into an agreement with Mr John Sims in respect of his appointment as a Non-Executive Director and Chairman of the Company. Mr Sims will be paid a fee of $50,000 per annum (exclusive of statutory superannuation) for his services as Non- Executive Director and Chairman from 29 August 2016 (the date of the Company’s admission to the Official List of ASX) and will be reimbursed for all reasonable expenses incurred in performing his duties. During the year Mr Sims agreed to forgo his cash salary and opted to receive 222,222 ordinary shares for the service provided during 2019 calendar year. As there are no vesting conditions attached to these ordinary shares, the full amount has been expensed during the financial year. The appointment of Mr Sims as Non-Executive Chairman is otherwise on terms that are customary for an appointment of this nature. Non-Executive Director Appointment – Phil Warren The Company has entered into an agreement with Mr Phil Warren in respect of his appointment as a Non-Executive Director of the Company. Mr Warren will be paid a fee of $40,000 per annum (exclusive of statutory superannuation) for his services as Non- Executive Director from 29 August 2016 (the date of the Company’s admission to the Official List of ASX) and will be reimbursed for all reasonable expenses incurred in performing his duties. During the year Mr Warren agreed to forgo his cash salary and opted to receive 177,778 ordinary shares for the service provided during 2019 calendar year. As there are no vesting conditions attached to these ordinary shares, the full amount has been expensed during the financial year. Non-Executive Director Appointment – Sir Peter Westmacott The Company has entered into an agreement with Sir Peter Westmacott in respect of his appointment as a Non- Executive Director of the Company, which commenced 8 October 2018. Sir Peter Westmacott will be paid a fee of 19     DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) $40,000 per annum (exclusive of statutory superannuation) for his services as Non-Executive Director from 8 October 2018 and will be reimbursed for all reasonable expenses incurred in performing his duties. During the year the Sir Peter agreed to forgo his cash salary and opted to receive 177,778 ordinary shares for the service provided during 2019 calendar year. As there are no vesting conditions attached to these ordinary shares, the full amount has been expensed during the financial year. Family Zone Cyber Safety Limited Annual Report 30 June 2019 The Company does not have a Director’s Retirement Scheme in place at present. 20 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) C. Remuneration of Key Management Personnel Details of the remuneration of the Directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of the Group for the year ended 30 June 2019 are set out in the following table. Directors and Key Management Personnel 30 June 2019 Short -term Post employment Long term Share-based payments TOTAL Performance based % of remuneration Salary fees $ Cash bonus $ Other $ Super- annuation $ Retire- ment benefits $ Termination benefits $ Incentive Plans $ Long Service Leave $ Ordinary Shares/ Options/ Performance Rights (PR) $ Fixed based % Performance based % $ Mr Tim Levy 128,333 Mr Crispin Swan 220,000 Mr John Sims Mr Phil Warren 25,000 23,333 Sir Peter Westmacott1 6,667 Total Directors 403,333 - - - - - - - 20,900 5,600 22,800 - - - - 3,800 - 5,600 47,500 - - - - - - - - - - - - - - - - - - - - - - - - 151,243 300,476 86% 200,283 448,683 90% 50,000 75,000 100% 40,000 67,133 100% 40,000 46,667 100% 481,5262 937,959 91% 14% 10% 0% 0% 0% 9% 1 Sir Peter Westmacott was appointed as Non-Executive Director on 8 October 2018. 2 During the year, the Directors were issued ordinary shares and performance rights in the Company in lieu of cash salaries for the 2019 calendar year. Share-based payments to Messrs Sims, Warren and Westmacott which pertain to their services to be provided over the 2019 calendar year have been expensed in full. 21 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) Family Zone Cyber Safety Limited Annual Report 30 June 2019 Details of the remuneration of the Directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of the Group for the year ended 30 June 2018 are set out in the following table. Directors and Key Management Personnel 30 June 2018 Short -term Post employment Long term Share-based payments TOTAL Performance based % of remuneration Salary fees $ Cash bonus $ Non- monetary $ Super- annuation $ Retire- ment benefits $ Termination benefits $ Incentive Plans $ Long Service Leave Options/ Performance Rights (PR) Fixed based % Performance based % $ $ $ Mr Tim Levy 206,667 Mr Crispin Swan 234,067 Mr John Sims Mr Phil Warren 50,000 40,000 Total Directors 530,734 - - - - - - - - - - 19,633 21,533 - 3,800 44,966 - - - - - - - - - - - - - - - - - - - - - 226,300 100% 293,989 549,589 47% - - 50,000 100% 43,800 100% 293,989 869,689 66% 0% 53% 0% 0% 34% 22 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) D. Relationship between remuneration and company performance The Directors assess performance of the Group with regard to the achievement of both operational and financial targets with a current focus on subscriber numbers, sales revenues and share price. Directors and executives are issued options and, in some cases, performance shares or performance rights, to encourage the alignment of personal and shareholder interests. Options issued to Directors and executives may be subject to market-based price hurdles and vesting conditions and the exercise price of options is set at a level that encourages the Directors to focus on share price appreciation. The Board believes this policy will be effective in increasing shareholder wealth. Key management personnel are also entitled to participate in the employee share and option arrangements. Performance shares and rights vest on the achievement of operational and financial milestones, providing those Directors and executives holding performance shares and performance rights an incentive to meet the operational and financial milestones prior to the expiry date of the performance shares and performance rights. On the resignation of Directors and executives any vested options issued as remuneration are retained by the relevant party. The Board may exercise discretion in relation to approving incentives such as options. The policy is designed to reward key management personnel for performance that results in long-term growth in shareholder value. The following table shows gross income, profits/(losses) and dividends for the last four years for the listed entity, as well as the share prices at the end of the respective financial years. Analysis of the actual figures shows an increase in gross income which has been reflected in the increase of the Group’s share price. The Board is of the opinion that these results can be attributed, in part, to the previously described remuneration policy and is satisfied with the overall upwards trend in shareholder wealth over the past two years. Gross revenue and other income 2019 $ 2018 $ 2017 $ 2016 $ 9,199,917 5,047,879 2,290,721 444,122 Net profit/(loss) (14,401,137) (18,206,211) (8,834,735) (2,815,607) Share price at year-end Dividends paid 0.150 0.00 0.475 0.00 0.33 0.00 0.20 0.00 23 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) E. Key management personnel’s equity holding a) Number of Options held by Key Management Personnel The number of the options of the Company held, directly, indirectly or beneficially, by each Director and key management personnel, including their personally-related entities for the year ended 30 June 2019 are as follows: Directors and Executives Held at 1 July 2018 Options exercised Options expired Other changes Held at 30 June 2019 Mr Tim Levy 750,000 (300,000) (450,000) 181,3511 181,351 Vested and exercisable at 30 June 2019 60,450 - - - 750,000 1,500,000 2,000,000 (750,000) (1,500,000) (500,000) Mr Crispin Swan Mr John Sims Mr Phil Warren Sir Peter Westmacott Total 1. 181,351 options were issued under ESOP with exercise price of $0.18 and expire date of 18 March 2022. 2. 197,838 options were issued under ESOP with exercise price of $0.18 and expire date of 18 March 2022. 3. These options were acquired prior to Sir Peter Westmacott’s appointment as a Director of Family Zone 197,838 - 1,500,000 65,946 - 1,500,000 197,8382 - - (3,200,000) 5,000,000 1,701,396 1,954,189 (300,000) 75,0003 454,189 75,000 75,000 - - - Cyber Safety Limited on 8 October 2018. Employee Share Option Plan (ESOP) options were considered to represent the value of the services received over the vesting period, the Group has determined the most appropriate values for these options using the Black- Scholes option pricing model for those issued in the year, applying the following inputs. Underlying share price Exercise price Expected volatility Expiry date (years) Expected dividends Risk free rate Value per option 2,147,647 $0.525 $0.641 106% 3.0 Nil 1.93% $0.322 1. These options have been valued under accounting standards based on the expected exercise price of the options on the grant date being  $0.64.  At the grant date the options to be issued were to have an exercise price being the lower of   $0.64 being 10% above the 10 day vwap from establishment of the option plan; or   20% below the 10 day vwap from the issue of the options.  ESOP options have 3 year terms and an exercise price of $0.18 per option. One third of the options vested immediately, one third vest in 1 year and one third vest in 2 years. b) Number of Shares held by Key Management Personnel 24 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) The number of ordinary shares of the Company held, directly, indirectly or beneficially, by each Director and key management personnel, including their personally-related entities as at the date of this report is as follows: Directors and Executives Held at 1 July 2018 Received as remuneration Shares issued for cash subscription Other changes Held at 30 June 2019 10,179,729 4,196,574 100,000 115,310 Mr Tim Levy Mr Crispin Swan Mr John Sims Mr Phil Warren Sir Peter Westmacott Total 1. 350,000 shares in the Company were acquired under the Placement, 110,000 shares were acquired on - - 222,2222 177,7783 460,0001 - - - 300,0001 - - - 14,591,613 177,7783 105,2744 10,939,729 4,196,574 322,222 293,088 16,034,665 577,778 460,000 405,274 283,052 - - market, and 300,000 shares were acquired on the exercise of 300,000 Incentive Options. 2. 222,222 shares were issued to John Sims in lieu of cash remuneration. 3. 177,778 shares were issued to Phil Warren and Sir Peter Westmacott in lieu of cash remuneration. 4. These shares were acquired prior to Sir Peter Westmacott’s appointment as a Director of Family Zone Cyber Safety Limited on 8 October 2018. c) Number of Employee Options issued during the year under the Employee Share Option Plan During the year, 181,351 options were issued to Mr Tim Levy under ESOP with exercise price of $0.18 and expire date of 18 March 2022 and 197,838 options were issued to Mr Crispin Swan under ESOP with exercise price of $0.18 and expire date of 18 March 2022. d) Performance Share Holdings of Key Management Personnel The number of Performance Shares of the Company held, directly, indirectly or beneficially, by each Director and key management personnel, including their personally-related entities for the year ended 30 June 2019 are as follows: Held at 1 July 2018 Held at 30 June 2019 Class A Performance Shares1 Class B Performance Shares Class C Performance Shares Class A Performance Shares1 Class B Performance Shares Class C Performance Shares - - - - - - 3,878,610 3,878,610 2,205,383 2,205,383 - - - - - - 6,083,993 6,083,993 - - - - - - 3,878,610 3,878,610 2,205,383 2,205,383 - - - - - - 6,083,993 6,083,993 Directors and Executives Mr Tim Levy Mr Crispin Swan Mr John Sims Mr Phil Warren Sir Peter Westmacott Total 1. Class A Performance Shares converted into Shares during the prior financial period following achievement of performance milestone being 15,000 paying subscribers of the Group generating at least $100,000 revenue per month over 3 consecutive months (as confirmed by the Group’s auditor) by 29 August 2018. 25 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) The Performance Shares convert to ordinary fully paid shares on a one for one basis following the achievement of the performance milestones before the expiry date as outlined below: ● Class B Performance Shares convert on achievement of $10,000,000 revenue by the Group over a 12 month rolling period of which 30% is subscription income (as confirmed by the Group’s auditor) by 29 August 2019. ● Class C Performance Shares convert on achievement of $20,000,000 revenue by the Group over a 12 month rolling period of which 30% is subscription income (as confirmed by the Group’s auditor) by 29 August 2020. As at 30 June 2019 the Class B and C Performance Milestones have not been achieved. The Performance Shares held by the Directors outlined above were not granted as part of their remuneration but issued to the Directors in consideration for cancellation of ordinary shares they held in the Company prior to the Company’s listing of ASX. e) Performance Rights Holdings of Key Management Personnel The number of Performance Rights of the Company held, directly, indirectly or beneficially, by each Director and key management personnel, including their personally-related entities for the year ended 30 June 2019 are as follows: Directors and Executives Performance Rights held at 1 July 2018 Received as remuneration Other changes Mr Tim Levy - Mr Crispin Swan 1,000,0001 977,7782 213,3332 Mr John Sims Mr Phil Warren Sir Peter Westmacott Total - - - - - - 1,000,000 1,191,111 - - - - - - Performance Rights held at 30 June 2019 977,778 1,213,333 - - - 2,191,111 1. Comprising 333,340 Class D Performance Rights, 333,330, Class E Performance Rights and 333,330 Class F Performance Rights 2. 1,191,111 Class G Performance Rights were issued to Directors in lieu of cash remuneration The Performance Rights are subject to the following performance based vesting milestones: Class of  Performance  Right  Class D  Performance  Rights  Class E  Performance  Rights  Vesting Condition  Milestone  Date  Number of Performance  Rights vesting  Expiry Date On achievement of 15,000 paying subscribers of the Company generating at least $100,000 revenue per month over 3 consecutive months On achievement of $10,000,000 revenue by the Company over a 12 month rolling period of which 30% is subscription income 29 August 2018 33,334 for each Tier 1 partnering deal that goes live before the Expiry Date 4 Dec 2020 29 August 2019 33,333 for each Tier 1 partnering deal that goes live before the Expiry Date 4 Dec 2020 26 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) Class F  Performance  Rights  Class G  Performance  Rights  On achievement of $20,000,000 revenue by the Company over a 12 month rolling period of which 30% is subscription income 29 August 2020 33,333 for each Tier 1 partnering deal that goes live before the Expiry Date 4 Dec 2020 Continuous 12 months service condition up to 1 January 2020 1 January 2020 1,191,111 1 Jan 2020 Once  the  applicable  Vesting  Condition  has  been  satisfied,  the  number  of  Performance  Rights  specified  in  the  table  above will vest for each Tier 1 partnering deal that goes live between the date of grant and the Expiry Date.  Class D, E, and F Performance Rights issued to Mr Swan in the prior year, have been valued at $0.675 using the Black-Scholes option pricing model applying the following inputs: share price at grant date of $0.675 per share; expected volatility of 100%; expected dividends of nil; and a risk free rate of 2.28%.. The total value of the Performance Rights issued to Mr Swan when granted is $675,000 with the share-based payment expense recognised over the vesting period of the Performance Rights. No expense has been recognised for the Class E Performance Rights as the vesting condition was not expected to be achieved. Class G Performance Rights issued to Mr Swan and to Mr Levy during the year, have been valued based on the relevant amount of cash remuneration originally due to Messrs Swan and Levy under their Executive Service Agreements which they agreed to forgo and receive in Performance Rights. The number of Performance Rights was determined with reference of the most recent capital raising share issue price of the Company at the date of approval of the issue of the Performance Rights being $0.225 per Share. The total value of the Performance Rights issued to Mr Swan and Mr Levy when granted is $268,000 with the share-based payment expense recognised over the vesting period of the Performance Rights. F. Key Management Personnel Loans No loans were provided to, made, guaranteed or secured directly or indirectly to any KMP or their related entities during the financial year. G. Other Transactions with Key Management Personnel Transactions with other related parties are made on normal commercial terms and conditions and at market rates. Outstanding balances are unsecured and are repayable in cash. a) Grange Consulting Mr Phil Warren, a Director of the Company, is also a director of Grange Consulting and an entity related to him is a shareholder of Grange Consulting. Grange Consulting is engaged to provide financial management and company secretarial services to the Group. Pursuant to this engagement Grange Consulting will receive $7,500 (plus GST) per month for these services. An administration fee of 5% is also payable on each invoice. This engagement can be terminated by either party giving 60 days’ notice in writing. 27 DIRECTORS’ REPORT (CONTINUED) REMUNERATION REPORT CONTINUED (AUDITED) A summary of the total fees paid to Grange Consulting and Grange Capital Partners for the year ended 30 June 2019 and 30 June 2018 is as follows: Family Zone Cyber Safety Limited Annual Report 30 June 2019 Company secretarial services Total 30 June 2019 $ 30 June 2018 $ 94,500 94,500 94,500 94,500 1. Amounts payable to Grange Consulting and Grange Capital Partners as at 30 June 2019 were $25,987 (incl. GST), as at 30 June 2018 were $17,586 (incl. GST). b) Tellus Matrix LLP Sir Peter Westmacott, a Director of the Company, is also Vice Chairman and Partner of Tellus Matrix LLP. $387,503 was paid to Tellus Matrix LLP for the year end 30 June 2019 in relation to capital raising and corporate advisory fees. There were no amounts outstanding and payable to Tellus Matrix LLP as at 30 June 2019. 101,825 fully paid ordinary shares were also issued to a nominee of Tellus Matrix LLP for corporate advisory services. In addition, 500,000 options for a 2 year term with an exercise price $0.60 per option were issued to a nominee of Tellus Matrix LLP for capital raising services. These options were valued using the Black-Scholes option pricing model on 29 August 2018, applying the following inputs. No of Options Underlying share price Exercise price Expected volatility Expiry date (years) Expected dividends Risk free rate Value per option Total expense recognised 30 June 2019 500,000 $0.35 $0.60 113% 2.00 Nil 2.00% $0.164 $81,859 *********** END OF AUDITED REMUNERATION REPORT *********** Signed in accordance with a resolution of the Directors. Mr Tim Levy Managing Director 30 August 2019 28 AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF FAMILY ZONE CYBER SAFETY LIMITED In relation to the independent audit for the year ended 30 June 2019, to the best of my knowledge and belief there have been: (i) No contraventions of the auditor independence requirements of the Corporations Act 2001; and (ii) No contraventions of APES 110 Code of Ethics for Professional Accountants. This declaration is in respect of Family Zone Cyber Safety Limited and the entities it controlled during the year. PITCHER PARTNERS BA&A PTY LTD PAUL MULLIGAN Executive Director Perth, 30 August 2019 - 29 - CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 30 June 2019 Family Zone Cyber Safety Limited Annual Report 30 June 2019 Revenue Cost of sales Gross profit Administration costs Employee and director benefits costs Marketing costs Other income Other costs Operating loss Finance costs Note 4 5(a) 5(b) 6 4 5(c) 2019 $ 2018 $ 4,184,323 (2,033,080) 2,151,243 (3,425,160) (6,127,582) (1,005,088) 2,329,780 (1,213,262) 1,116,520 (4,199,771) (6,562,179) (1,232,543) 5,015,594 (10,909,873) (14,300,866) 2,791,736 (10,085,058) (18,171,295) (100,271) (34,915) Loss before income tax (14,401,137) (18,206,211) Income tax benefit/(expense) 7 - - Loss after tax for the period attributable to the members of Family Zone Cyber Safety Limited (14,401,137) (18,206,211) 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 (14,973) 11,663 Total comprehensive (loss) for the period attributable to the members of Family Zone Cyber Safety Limited (14,416,110) (18,194,548) Basic and diluted loss per share (cents per share) for the year attributed to the members of Family Zone Cyber Safety Limited 8 (9.07) (17.35) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income is to be read in conjunction with the accompanying notes. 30 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2019 ASSETS Current Assets Cash and cash equivalents Trade and other receivables Prepayments Inventory Total Current Assets Non-Current Assets Intangibles Trade and other receivables Plant and equipment Total Non-current Assets TOTAL ASSETS LIABILITIES Current Liabilities Trade and other payables Provisions Contingent consideration Borrowings Total Current Liabilities Non-current Liabilities Trade and other payables Contingent consideration Total Non-current Liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY Family Zone Cyber Safety Limited Annual Report 30 June 2019 Note 2019 $ 2018 $ 9 10 11 12 13 10 14 15 16 17 18 15 17 19 20 21 5,116,523 3,228,710 805,604 157,152 9,307,989 2,461,222 1,006,509 143,373 149,929 3,761,033 4,826,403 80,112 682,757 5,589,272 14,897,261 9,025,186 321,928 257,682 9,604,796 13,365,829 4,123,740 491,728 629,440 1,469,535 6,714,443 200,754 47,595 248,349 6,962,792 3,372,409 461,028 - - 3,833,437 243,883 2,245,505 2,489,388 6,322,825 7,934,469 7,043,004 45,567,979 7,451,587 (45,085,097) 7,934,469 30,873,178 6,853,786 (30,683,960) 7,043,004 The above Consolidated Statement of Financial Position is to be read in conjunction with the accompanying notes. 31 CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 30 June 2019 Family Zone Cyber Safety Limited Annual Report 30 June 2019 Issued Capital $ Share-based Payment Reserve $ Accumulated Losses $ Foreign Currency Translation Reserve $ Total $ Balance at 1 July 2017 12,582,677 2,506,406 (12,477,749) - 2,611,334 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 Total transactions with owners Balance at 30 June 2018 - - - 18,290,501 - - - - - 4,335,717 (18,206,211) - (18,206,211) - 11,663 11,663 (18,206,211) 11,663 (18,194,458) - - - - 18,290,501 4,335,717 18,290,501 30,873,178 4,335,717 6,842,123 - (30,683,960) - 11,663 22,626,218 7,043,004 Issued Capital $ Share-based Payment Reserve $ Accumulated Losses $ Foreign Currency Translation Reserve $ Total $ Balance at 1 July 2018 30,873,178 6,842,123 (30,683,960) 11,663 7,043,004 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 Total transactions with owners Balance at 30 June 2019 - - - 14,694,801 - - - - - 612,774 (14,401,137) - (14,401,137) - (14,973) (14,973) (14,401,137) (14,973) (14,416,110) - - - - 14,694,801 612,774 14,694,801 45,567,979 612,774 7,454,897 - (45,085,097) - (3,310) 15,307,575 7,934,469 The above Consolidated Statement of Changes in Equity is to be read in conjunction with the accompanying notes 32 CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended 30 June 2019 Cash flows from operating activities Receipt from customers Government grants received Payments to suppliers and employees Interest (paid)/received Net cash flows (used in) operating activities Cash flows from investing activities Purchase of plant & equipment Payments for intangible assets Non-related party loans Net cash paid for acquisition of business Net cash flows (used in) investing activities Cash flows from financing activities Proceeds from issue of shares, net of issue costs Proceeds from borrowings 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 Family Zone Cyber Safety Limited Annual Report 30 June 2019 Note 23 2019 $ 2018 $ 4,181,121 1,882,977 (16,257,044) (16,509) (10,209,455) 2,880,833 2,655,859 (16,088,385) 4,949 (10,556,642) (614,487) (52,094) - - (666,581) (112,540) (49,764) (45,208) (167,039) (374,550) 12,135,673 1,401,937 13,537,610 11,993,175 - 11,993,175 2,661,574 2,461,222 (6,273) 5,116,523 1,061,982 1,387,577 11,663 2,461,222 9 The above Consolidated Statement of Cash Flows is to be read in conjunction with the accompanying notes. 33         Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 1: REPORTING ENTITY Family Zone Cyber Safety Limited is the listed public company incorporated and domiciled in Australia and head of the Group. The financial statements of the Group are as at, and for the year ended, 30 June 2019. A description of the nature of the Group’s operations and its principal activities is included in the Directors’ Report which does not form part of this financial report. The financial statements were authorised by the Board of Directors on the date of signing the Directors' Declaration. NOTE 2: BASIS OF PREPARATION This General Purpose Financial Report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board (including Australian Interpretations) (AASB) and the Corporations Act 2001. The Financial Statements and Notes of the Group comply with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the Financial Statements and Notes comply with International Financial Reporting Standards. Family Zone Cyber Safety Limited is a company limited by shares. The financial report is presented in Australian currency. Family Zone Cyber Safety Limited is a for-profit entity. (a) Going Concern These financial statements have been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows that the Group incurred a net loss of $14,401,137 during the year ended 30 June 2019 (2018: loss of $18,206,211), and net cash outflows of $10,209,455 from the operating activities (2018: $10,556,642). The Consolidated Statement of Financial Position shows that the Group had cash and cash equivalents of $5,116,523 as at 30 June 2019 (2018: $2,461,222). These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern. The ability of the Group to continue as a going concern is dependent on the following: - The Group being able to successfully raise further debt or capital funding within the next six months; - The Group achieving the growth targets approved by the Board across Australia, New Zealand and the US markets; - The receipt of $1.8 million from the ATO in respect of Research & Development expenditure arising from 2020 financial year; and - The pursuit of the identified annualised cashflow savings of $4 million by 31 December 2019 under the Group’s established “Cashflow breakeven acceleration plan” as described in the Directors’ Report. Management believe there are sufficient funds to meet the Group’s working capital requirements as at the date of this report. In the event that the matters above do not eventuate, then the Group may be unable to continue as a going concern, and may be required to realise its assets and discharge its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial statements and that the financial report does 34 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 not include any adjustments relating to the recoverability and classification of recorded asset amounts or liabilities that might be necessary should the entity not continue as a going concern. (b) Adoption of new and revised accounting standards The Group have adopted the new accounting standards during the year ended 30 June 2019 as outlined below. AASB 9 Financial Instruments AASB 9 supersedes pronouncement AASB 139 ‘Financial Instruments: Recognition and Measurement’ and was adopted by the Group from 1 July 2018. This, and the related amendments to other accounting standards, introduced three significant areas of change from AASB 139 Financial Instruments: Classification and Measurement: - A new model for classification and measurement of financial assets and liabilities; - A new expected loss impairment model for determining impairment allowances; and - A redesigned approach to hedge accounting. With the exception of hedge accounting which is not applicable to the Group as the Group has not entered in to any such arrangements, the Group has applied AASB 9 retrospectively, with the initial application date of 1 July 2018. The redesigned approach to hedge accounting will apply prospectively if the Group enters in to any such arrangements. At the date of initial application, the Group has determined that it will: - Apply the simplified approach for trade receivables in the calculation of the expected credit loss (ECL) rather than the general approach. As a result of the adoption of the above, as at the date of initial application, there is no material impact on the transactions and balances recognised in the financial statements. The Group’s accounting policy for financial instruments is detailed as follows: Financial Assets Financial assets are classified, at initial recognition, and subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit and loss. The classification of financial instruments at initial recognition depends on the financial asset’s contractual cashflow characteristics and the Group’s business model for managing them. With the exception of the Group’s trade receivables that do not contain a significant financing component, the Group initially measures the financial asset at its fair value plus, in the case of a financial asset not at fair value through profit and loss, transaction costs. Trade receivables that do not contain a significant financing component are measured at the transaction price determined in accordance with the Group’s accounting policy for revenue recognition. For trade receivables, the Group applies a simplified approach in calculating expected credit losses. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime expected credit losses at each reporting date. In determining the provision required, the Group utilises its historical credit loss experience, adjusted only where appropriate for forward-looking factors specific to the debtors and economic environment. Financial Liabilities Financial liabilities are classified, at initial recognition, as financial liabilities through fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. 35 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group’s financial liabilities include trade and other payables. AASB 15 Revenue from contracts with Customers AASB 15 was adopted by the Group from 1 July 2018. AASB 15 supersedes AASB 111 Construction Contracts, AASB 118 Revenue and related interpretations and it applies with limited exceptions, to all revenue arising from contracts with its customers. The core principle of AASB 15 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation Under AASB 15, a company recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. The standard requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. The Group adopted AASB 15 in accordance with the transition requirements in AASB 15, which permits companies to transition to AASB 15 by applying the Standard: - - retrospectively to each prior reporting period presented; or retrospectively with the cumulative effect of initially applying the Standard recognised as at the date of initial application (i.e., at the beginning of the annual reporting period in which the entity first applies the Standard). The Group adopted AASB 15 using the full retrospective method of adoption. The effect of the transition on the current period has not been disclosed as the standard provides an optional practical expedient. However, the impact on the current period is immaterial. The Group did not apply any of the other available optional practical expedients. At the initial date of application, the effect of adopting AASB 15 did not have a material impact on the transactions and balances recognised in the financial statements, including comparatives. The Group’s revenue accounting policy is detailed below: The principal activities of the Group are the sale and distribution, marketing and customer support of its suite of cyber safety products and services. Sales of Hardware Revenue from the sale of equipment is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the equipment. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs to be allocated (e.g., warranties, customer loyalty points). In determining the transaction price for the sale of equipment, the Group 36 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 considers the effects of variable consideration, the existence of significant financing components, non-cash consideration, and consideration payable to the customer (if any). Subscription revenues Subscription/service revenue is recognised over time over the life of the service contract as the Groups service obligations under the contract are satisfied. Contract balances Contract Assets: A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the Group transfers goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earned consideration that is conditional. Trade receivables A receivable represents the Group's right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets under AASB 9: Financial Instruments above. Contract liabilities A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. Capitalised Contract Cost Incremental costs of obtaining a contract and certain costs to fulfil a contract are recognised as an asset if the following criteria are met: - - - the costs relate directly to a customer contract; the costs generate or enhance resources of the entity that will be used in satisfying performance obligations attaching to the customer contracts; and the costs are recoverable from the customer. Any capitalised contract costs assets are amortised on a systematic basis that is consistent with the Group's transfer of the related goods or services to the customer. Government grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as reducing the carrying amount of the asset. (c) Standards Issued but not yet effective AASB 16 Leases This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB 117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions, a 'right-of-use' asset will be capitalised in the Consolidated Statement of Financial Position, measured as the present value of the unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy choice exists whereby either a 'right-of-use' asset 37 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 is recognised or lease payments are expensed to profit or loss as incurred. A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease, the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117. However, Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA) results will be improved as the operating expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the Consolidated Statement of Cash Flows, the lease payments will be separated into both a principal (financing activities) and interest (either operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor accounts for leases. The Group will adopt this standard from 1 July 2019. The Company is yet to make and assessment of the impact of this standard. (d) Use of Estimates and Judgements Significant Judgements and Key Assumptions The preparation of financial statements in conformity with AASBs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are included in the following notes: (i) Share-Based Payments The Company measures the cost of equity-settled transactions with suppliers and employees by reference to the fair value of the goods or services received provided this can be estimated reliably. If a reliable estimate cannot be made the value of the goods or services is determined indirectly by reference to the fair value of the equity instrument granted. The fair value of the equity instruments granted is determined using the Black-Scholes option pricing model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity. (ii) Research and Development Assets The Group’s accounting policy for capitalised development expenditure is set out in Note 3(h). The application of this policy necessarily requires management to make certain estimates and assumptions as to the future events and circumstances of the Group. Any such estimate and assumptions may change as new information becomes available. If, after having capitalised expenditure under this policy, it is concluded that the expenditures relate to aspects of the asset no longer utilised, or it is concluded that the expenditures are unlikely to be recovered by future exploitation or sale, then the relevant capitalised amount will be written off to the profit or loss. (iii) Impairment of assets In determining the recoverable amount of assets, in the absence of quoted market prices, estimations are made regarding the present value of future cash flows using asset specific discount rates and the recoverable amount of 38 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 the asset is determined. Value in use calculations performed in assessing recoverable amounts incorporate a number of key estimates. (iv) Contingent Consideration When the fair values of financial assets and financial liabilities recorded in the Consolidated Statement of Financial Position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow (DCF) model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Contingent consideration, resulting from business combinations, is valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently remeasured to fair value at each reporting date. The determination of the fair value is based on a probability weighted payout approach. The probability weighted value of the contingent consideration was then discounted to determine the net present value of the contingent consideration. The key assumptions take into consideration the probability of meeting each performance target and the discount factor (refer to note 17 for details). In the prior year, as part of the accounting for the acquisition of Linewize, contingent consideration with an estimated fair value of $2,238,275 was recognised at the acquisition date and remeasured to $677,035 as at the current reporting date. Future events may require further revisions to the estimate. $629,440 of the value of the contingent consideration has been classified as current as consideration is expected within the next 12 months. NOTE 3: SIGNIFICANT ACCOUNTING POLICIES The accounting policies set out below have been applied consistently to all periods presented in these financial statements. The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. (a) Government Grants Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset. (b) Income Tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in Consolidated Statement of Profit or Loss and Other Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled 39 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (c) Financial Assets and Financial Liabilities Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the financial instrument. A financial asset is derecognised when the contractual rights to the cash flows from the financial assets expire or are transferred and no longer controlled by the Group. A financial liability is removed from the Consolidated Statement of Financial Position when the obligation specified in the contract is discharged or cancelled or expires. Financial assets not measured at fair value comprise loans and receivables with fixed or determinable payments that are not quoted in an active market. These are measured at amortised cost using the effective interest method. All financial liabilities are measured at amortised cost using the effective interest rate method. The amortised cost of a financial asset or a financial liability is the amount initially recognised minus principal repayments, plus or minus cumulative amortisation of any difference between the initial amount and maturity amount and minus any write-down for impairment or un-collectability. (d) Trade and Other Receivables Trade accounts and other receivables represent the principal amounts due at reporting date less, where applicable, any allowances for expected credit losses. (e) Inventories Finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on the basis of weighted average costs. Costs of purchased inventory are determined after deducting rebates and discounts. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. (f) Intangible Assets Expenditure on the research phase of projects to develop new customised software for IT and billing systems is recognised as expense as incurred. Costs that are directly attributable to a project’s development phase are recognised as intangible assets provided they meet the following recognition requirements; ● ● ● ● Development costs can be reliably measured The project is technically and commercially feasible The Group intends to and has sufficient resources to complete the project The Group has the ability to use or sell the software. Additionally, as part of its asset acquisitions the group has committed to the development of projects which are expected to bring substantial economic benefits over the next 12-36 months. Costs relating to the acquisition and development of the products have been capitalised. 40 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 All intangible assets are amortised on a straight-line basis over 3 years. (g) Plant and Equipment Items of property, plant and equipment are stated at cost less accumulated depreciation. The carrying amount of property, plant and equipment is reviewed for impairment when events or changes in circumstances indicate that carrying value may not be recoverable. If any such indication exists and where the carrying amount values exceeds the estimated recoverable amount the assets are written down to the recoverable amounts. The depreciable amount of all fixed assets is depreciated on a straight-line basis over their useful lives to the Group commencing from the time the asset is held ready for use. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Plant and Equipment (h) Research & Development Expense Depreciation Rate 10% - 40% The Group expenses all research and development costs as incurred. The amounts incurred in relation to patent development costs and patent applications are expensed until the Group has received formal notification that a patent has been granted. The Group believes expensing patent development and application costs provides the most relevant and reliable information to financial statement users. The Group will only record a development asset in accordance with the policy set out in Note 2(f). During the period of development, the asset is tested for impairment annually. (i) Impairment of Non-Financial Assets At each reporting date, the Group reviews the carrying value of its tangible and intangible assets to determine whether there is any indication that those assets should be impaired. If such indication exists, the recoverable amount of the assets, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to profit or loss. (j) Trade and Other Payables Trade accounts and other payables and accrued liabilities represent the principal amounts outstanding at reporting date plus, where applicable, any accrued interest. (k) Cash and Cash Equivalents Cash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts. (l) Employee Benefits (i) Short-term employee benefit obligations Liabilities arising in respect of wages and salaries, annual leave and any other employee benefits expected to be 41 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 settled wholly within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are expected to be paid when the liability is settled. The expected cost of short-term employee benefits in the form of compensated absences such as annual leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations are presented as payables. (ii) Long-term employee benefit obligations Liabilities arising in respect of long service leave and annual leave which is not expected to be settled wholly within twelve months of the reporting date are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. Employee benefit obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting date, regardless of when the actual settlement is expected to occur. Contributions are made by the Group to employee's superannuation funds. These superannuation contributions are recognised as an expense in the same period when the employee services are received. (m) Share-Based Payment Arrangements Goods or services received or acquired in a share-based payment transaction are recognised as an increase in equity if the goods or services were received in an equity-settled share-based payment transaction or as a liability if the goods and services were acquired in a cash settled share-based payment transaction. For equity-settled share-based transactions, including performance shares, performance rights and options, goods or services received are measured directly at the fair value of the goods or services received provided this can be estimated reliably. If a reliable estimate cannot be made the value of the goods or services is determined indirectly by reference to the fair value of the equity instrument granted using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. Transactions with employees and others providing similar services are measured by reference to the fair value at grant date of the equity instrument granted using a Black-Scholes option pricing model. (n) Issued Capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (o) Earnings per Share (i) Basic earnings per share Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. 42 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 (p) Segment Reporting An operating segment is a component of a Group that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same Group), whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. AASB 8 ‘Operating Segments’ 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 assess its performance. Operating segments that meet the quantitative criteria as prescribed by AASB 8 are reported separately. However, an operating segment that does not meet the quantitative criteria is still reported separately where information about the segment would be useful to users of the financial statements. The Group has three operating segments being information technology (and more specifically the provision of cyber safety services) in Australia, United States of America and New Zealand which is consistent with internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors. In the year ended 30 June 2018 the Group operated under two operating segments being information technology (and more specifically the provision of cyber safety services) Australia and New Zealand. (q) Current and non-current classification Assets and liabilities are presented in the Consolidated Statement of Financial Position based on current and non- current classification. An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non- current. A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current. Deferred tax assets and liabilities are always classified as non-current. (r) Goods and Services Tax ('GST') Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the Consolidated Statement of Financial Position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing 43 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows. Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority. (s) Foreign Currency Translation (i) Functional and presentation currency The functional currency of each of the Group's entities is measured using the currency of the primary economic environment in which that entity operates. The functional currency of the parent is Australian Dollars. The consolidated financial statements are presented in Australian Dollars. (ii) Transactions and Balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non- monetary items measured at historical cost continue to be carried at the exchange rate at the date of transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the transition of monetary items are recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income in the period in which they arise, except where deferred in equity as a qualifying cash flow. (iii) Group Companies The financial results and position of foreign operations whose functional currency is different from the Group's presentation currency are translated as follows: - Assets and liabilities are translated at period-end exchange rates prevailing at that reporting date; - Income and expenses are translated at average exchange rates for the period; and - Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences on translation of foreign operations are transferred directly to the Group's foreign currency translation reserve in the balance sheet. These differences transferred to the Consolidated Statement of Profit or Loss and Other Comprehensive Income in the period in which the operation is disposed. For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are expressed in Australian Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity. (t) Business Combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any 44 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date. All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. (u) Rounding The Company has applied the relief available to it in ASIC Legislative Instrument 2016/191 and accordingly, certain amounts included in the Directors’ report and in the financial report have been rounded off to the nearest $1 (where rounding is applicable), under the option available to the Company under ASIC Corporations. (v) Leases Leases of property, plant and equipment where substantially all the risks and benefits incidental to the ownership of the asset, but not the legal ownership, transfer to the Group, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property, plant and equipment or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over their estimated useful lives. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised in the profit or loss on a straight-line basis over the lease term. NOTE 4: REVENUE AND OTHER INCOME Operating Revenue Service revenue(1) Hardware revenue(2) Other Income Interest revenue Other Research and development grant Export assistance grant Gain on contingent consideration revaluation 2019 $ 2018 $ 3,584,539 599,784 4,184,323 2,064,367 265,413 2,329,780 9,132 7,032 3,830,960 - 1,168,470 5,015,594 19,282 42,958 2,583,700 72,159 - 2,718,099 (1) Service revenue is recognised over the life of the service contract as the service obligations under the contract are satisfied. (2) Hardware revenue is recognised at the point in time when control of the asset is transferred to the customer. 45 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 5: EXPENSES ITEMS 5(a) Administration costs Administration costs Information technology and infrastructure costs Other costs Total administration costs 5(b) Employee and director benefits costs Directors’ fees Employee wages and superannuation Total employee and director benefits costs 5(c) Other costs Share-based payment expenses Depreciation and amortisation expenses Research and development expenses Total other costs NOTE 6: MARKETING COSTS Marketing costs Advertising Call centre charges Domain licenses Marketing and marketing staff costs Total marketing costs Family Zone Cyber Safety Limited Annual Report 30 June 2019 2019 $ 2018 $ 1,866,391 433,996 1,124,773 3,425,160 1,720,924 1,014,444 1,464,403 4,199,771 346,589 5,780,993 6,127,582 530,734 6,031,445 6,562,179 1,933,070 4,498,680 4,478,123 10,909,873 4,306,427 3,269,831 2,508,800 10,085,058 2019 $ 515,953 36,037 1,083 452,015 1,005,088 2018 $ 698,020 148,280 5,805 380,437 1,232,543 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 7: INCOME TAX (a) The major components of income tax expense / (benefit) comprise of: Current tax benefit Deferred tax benefit (b) Reconciliation of prima facie tax on continuing operations to income tax expense / (benefit): Family Zone Cyber Safety Limited Annual Report 30 June 2019 2019 $ 2018 $ - - - - - - Profit / (loss) before tax for the year (14,401,137) (18,206,211) Prima facie income tax payable on profit before income tax at: - 27.50% (Australia) - 28.00% (New Zealand) - 21.00% (US) - 17.00% (Singapore) Adjustments for: Entertainment Share-based payments R&D tax incentive classified as income Non-deductible expenditure Offset against DTL/DTA not recognised Tax losses not recognised Income tax expense attributable to profit (c) Deferred taxes Deferred tax asset balance comprises: Tax losses Plant & Equipment Provisions & Accruals Capital & Business related costs Offset against deferred tax liability / not recognised Deferred tax liability balances comprises: PPE and Intangible assets Offset against deferred tax assets / not recognised Net deferred tax asset / (liability) (2,210,745) (476,975) (328,425) (20,731) (4,458,576) (318,462) (237,754) (645) 4,700 431,115 (1,375,932) 1,235,089 2,741,904 - - 4,639 1,184,267 710,518 1,185,860 1,930,153 - - 2019 $ 2018 $ 3,995,130 - 192,295 318,206 (4,505,631) 2,589,970 - 191,542 303,083 (3,084,595) (63,340) 63,340 - (395,108) 395,108 - 47 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 (d) Deferred tax assets / liabilities included in income tax expense Decrease / (increase) in deferred tax assets (Decrease) / increase in deferred tax liabilities Adjust for recognition/offset of DTA/DTL (e) Deferred income tax related to items charged or credited directly to equity Decrease / (increase) in deferred tax assets (Decrease) / increase in deferred tax liabilities Adjust for derecognition / offset of DTA/DTL (f) Deferred tax assets / liabilities not brought to account Temporary differences Operating tax losses – Australia Operating tax losses – Other jurisdictions Family Zone Cyber Safety Limited Annual Report 30 June 2019 2019 $ 2018 $ (1,723,820) (318,086) 2,041,906 - (1,221,059) (336,614) 1,557,673 - - - - - - - - - 2019 $ 447,161 5,218,515 4,222,526 9,888,202 2018 $ 99,518 2,589,970 833,165 3,522,653 The tax benefits of the above deferred tax assets will only be obtained if:  the Company derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised;  the Company continues to comply with the conditions for deductibility imposed by law; and  no changes in income tax legislation adversely affect the company in utilising the benefits. NOTE 8: LOSS PER SHARE Basic earnings/(loss) per share amounts are calculated by dividing net profit/(loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. The following reflects the income or loss and share data used in the total operations basic and diluted earnings per share computations: Loss used in the calculation of basic and diluted loss per share (14,401,137) (18,206,211) Basic and diluted (loss) per share attributable to equity holders (cents Per Share) (9.07) (17.35) 2019 $ 2018 $ 48 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Weighted average number of ordinary shares outstanding Weighted average number of ordinary shares outstanding during the year used in calculation of basic and diluted loss per share Number Number 158,819,942 104,927,965 158,819,942 104,927,965 Options and other potentially dilutive ordinary shares outstanding during the year have not been taken into account in the calculation of the weighted average number of ordinary shares as they are considered anti-dilutive. There have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the completion of these financial statements. NOTE 9: CASH AND CASH EQUIVALENTS Cash at bank Total Cash and Cash Equivalents 2019 $ 2018 $ 5,116,523 5,116,523 2,461,222 2,461,222 Cash at bank earns interest at floating rates based on daily bank rates. Refer to note 24 on financial instruments for details on the Company’s exposure to risk in respect of its cash balance. NOTE 10: TRADE AND OTHER RECEIVABLES Current: Trade receivable Less provision for expected credit losses GST receivable Capitalised contract costs R&D Grant receivable (secured) Total Current Trade and Other Receivable Non-Current: Capitalised contract costs Bonds and deposits Total Non-Current Trade and Other Receivable 18 2019 $ 2018 $ 988,647 (64,042) 42,868 313,254 1,947,983 3,228,710 264,180 (47,129) 53,078 736,380 - 1,006,509 23,702 56,410 80,112 304,000 17,928 321,928 Total Trade and Other Receivable 3,308,822 1,328,437 NOTE 11: PREPAYMENTS Prepayments 2019 $ 805,604 2018 $ 143,373 49 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 12: INVENTORY Current: At cost: Finished goods Total Inventory Family Zone Cyber Safety Limited Annual Report 30 June 2019 2019 $ 2018 $ 157,152 157,152 149,929 149,929 a) Amounts recognised in profit or loss Inventories recognised as an expense during the year ended 30 June 2019 amounted to $615,974 (2018: $258,935). These were included in cost of sales. NOTE 13: INTANGIBLES Intellectual Property at cost (1) Less: Accumulated amortisation and impairment Customer Contracts at cost (2) Less: Accumulated amortisation and impairment 2018 $ 13,707,892 (4,955,835) 339,181 (66,052) 9,025,186 (1) Intellectual Property (IP) includes $8,470,986 acquired in the prior year as part of the Linewize acquisition (refer to note 17 for further detail), the remaining amortisation period for this IP is 17 months. The remaining amortisation period on other IP is 5 months 2019 $ 13,759,986 (9,093,652) 339,181 (179,112) 4,826,403 (2) The remaining amortisation period for customer contracts is 17 months. a) Reconciliation of movements in intangible assets Intangible Assets Balance at 1 July 2017 Additions Impairment expense Amortisation expense Balance at 30 June 2018 Additions Impairment expense Amortisation expense Balance at 30 June 2019 NOTE 14: PROPERTY PLANT & EQUIPMENT Property plant & equipment – at cost Less: Accumulated amortisation and impairment $ 3,325,003 8,859,931 - (3,159,748) 9,025,186 52,094 - (4,250,877) 4,826,403 2019 $ 2018 $ 1,072,904 (390,147) 682,757 405,152 (147,470) 257,682 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 a) Reconciliation of movements in fixed assets Property Plant and Equipment Balance at 1 July 2017 Additions Depreciation expense Balance at 30 June 2018 Additions Reclassification of inventory Depreciation expense Balance at 30 June 2019 NOTE 15: TRADE AND OTHER PAYABLES Current: Trade payables(1) Customer contract liabilities(2) Accruals & other payables Total Current Trade and Other Payables Non-Current: Customer contract liabilities (2) Total Non-Current Trade and Other Payable Total Trade and Other Payables Family Zone Cyber Safety Limited Annual Report 30 June 2019 $ 217,421 172,540 (132,280) 257,681 616,096 58,392 (249,412) 682,757 2019 $ 2018 $ 1,143,101 1,903,181 1,077,458 4,123,740 200,754 200,754 4,324,494 500,277 1,645,500 1,226,632 3,372,409 243,883 243,883 3,616,292 (1) Current trade payables are non-interest bearing and are normally settled on 30-day terms (2) Revenue is recognised when services are rendered to the customer. The amount received at the time of the transaction is recognised as a customer contract liability until delivery takes place and control passes. NOTE 16: PROVISIONS Current: Provision for annual leave Total Current Provisions 2019 $ 2018 $ 491,728 491,728 461,028 461,028 NOTE 17: BUSINESS COMBINATION (PRIOR YEAR) On 29 November 2017, Family Zone acquired 100% of the share capital in Linewize Services Limited and Linewize Limited (Linewize) which own and operate an innovative cloud-managed firewall service, specifically developed for the needs of the education sector. Its services covers user authentication, content filtering, network appliances, telecoms services, BYOD support, network access management and an award winning suite of classroom tools.   51 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Linewize is the leading provider of cyber security and safety services in New Zealand with its technology represented in a network of 260 schools and 130,000 students at the time of the acquisition. The key drivers and benefits of this acquisition included providing the Group access to a rapidly expanding network of schools and parents plus access to world leading technology for schools and experienced executives as well as strategic opportunities for Family Zone to build out features, transform service levels and achieve order of magnitude reductions in service costs through Linewize’s innovative and world class cloud technology. a) Details of the consideration paid to Vendors: Cash deposit paid Ordinary shares issued Contingent consideration (Performance Shares issued) Total purchase consideration $ 179,578 6,326,616 2,238,275 8,744,469 The value of the ordinary shares issued as part of the consideration was assessed at a price of $0.665 per Share which was based on the quoted price at the date of the business combination. b) Contingent consideration The contingent consideration comprised 9,500,000 Performance Shares (Classes D to H Performance Shares) which convert into Shares subject to the achievement of various revenue and customer targets over a 5 year period as outlined in the table below: Class of Performance Share Number of Consideration Performance Shares Performance Milestones Range of Contingent Consideration D E F G H NZ$1,250,000 of Recurring Revenue; or 1,000,000 310 LW School Deploys; or $0 - $665,000 5,000 FZO NZ Accounts. NZ$1,750,000 of Recurring Revenue; or 1,000,000 360 LW School Deploys; or $0 - $665,000 10,000 FZO NZ Accounts. NZ$3,750,000 of Recurring Revenue; or 2,000,000 460 LW School Deploys; or $0 - $1,330,000 20,000 FZO NZ Accounts. NZ$6,250,000 of Recurring Revenue; or 2,500,000 585 LW School Deploys; or $0 - $1,662,500 32,500 FZO NZ Accounts. 3,000,000 NZ$9,250,000 of Recurring Revenue and FZO NZ Group Revenue $0 - $1,995,000 $0 - $6,317,500 Total 9,500,000 LW School Deploys means the total school deployments of the core technology of Linewize in any country. 52   Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 The value of the contingent consideration has been assessed based on a probability weighted payout approach. The probability weighted value of the contingent consideration was then discounted to determine the net present value of the contingent consideration. As at 30 June 2019, the contingent consideration has been revalued at $677,035 resulting in a gain on revaluation recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income of $1,168,470. $629,440 of the value of the contingent consideration has been classified as a current liability, as consideration is expected within the next 12 months. c) Assets and liabilities acquired Assets and liabilities held by Linewize at the acquisition date recognised on acquisition at fair value: Cash Accounts receivable Inventory Property plant and equipment Accounts payable and accruals Loans payable Intangible asset - Contracted customers Intangible asset - Linewize IP/Platform Net identifiable assets acquired Less: Gain on bargain purchase Total purchase consideration $ 12,539 35,671 10,937 37,803 (45,277) (45,208) 339,181 8,470,986 8,816,632 (72,163) 8,744,469 The gain on bargain purchase arose when the Group’s share of the fair value of identifiable net assets of Linewize acquired exceeded the cost of the acquisition paid by the Group. The excess is recognised as income within the Consolidated Statement of Profit or Loss and Other Comprehensive Income. NOTE 18: BORROWINGS Current: R&D Loan Facility Interest Payable Total Current Borrowings 2019 $ 2018 $ 1,404,244 65,291 1,469,535 - - - During the period, the Company received advance funding on its expected FY2019 R&D rebate from Radium Capital. Refer to below for key terms of this funding. Key Facility Terms:   Counterparty: Innovation Structured Finance Co LLC facilitated by Radium Capital  Amount: 80% of the expected R&D tax offset resulting from each period’s eligible R&D expenditures, with principal and interest repaid from the actual tax offsets at the end of the financial year  Final Maturity Date: 30 September 2019 o Family Zone has the option to repay earlier without penalties 53 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Interest Rate: 14% per annum   Security: Secured against the R&D refund receivable from the ATO  Conditions: R&D expenditure has to be reviewed by R&D Tax Consultants  Purpose of Loan as per agreement: Wholly or predominantly for working capital or research and development expenditure. NOTE 19: ISSUED CAPITAL Issued Ordinary Shares - no par value (fully paid) Total Opening balance – 1 July 2017 Closing balance – 30 June 2018 Shares issued on exercise of Performance Rights on 4 Jul 2018 Shares issued on exercise of options during the period on 20 Jul 2018 Shares issued to sophisticated investor on 29 Aug 2018 Shares issued to Tellus Matrix LLP for advisory services on 29 Aug 2018 Shares issued to Netsweeper for services on 19 Oct 2018 Shares issued to Fidelio on 28 Nov 2018 Shares issued to Tim Levy on 28 Nov 2018 (following shareholder approval) Shares issued to sophisticated investor on 11 Jan 2019 Shares issued to sophisticated investor on 18 Jan 2019 Shares issued to consultant on 26 Feb 2019 Shares issued to the Linewize Vendors on conversion of performance shares on 18 Mar 2019 Shares issued to executives on the exercise of Class A performance rights on 18 Mar 2019 Shares issued in respect to Brand Ambassadorial Agreement on 8 Apr 2019 Shares issued to Fidelio on 18 Apr 2019 Shares issued to Non-executive Directors in lieu of cash salaries for the 2019 calendar year on 18 Apr 2019 Shares issued to sophisticated investors on 29 Apr 2019 Shares issued to Tim Levy on exercise of options on 15 May 2019 Less: share issue costs Closing balance – 30 June 2019 2018 Number of Shares 2019 Number of Shares 200,627,835 134,610,852 200,627,835 134,610,852 Number of Shares Value $ 81,795,928 134,610,852 12,582,677 30,873,178 266,667 72,297 9,650,000 101,825 2,087,436 2,788,997 350,000 11,095,556 133,333 216,000 - 10,658 4,825,000 45,981 1,000,000 725,139 175,000 2,496,500 30,000 48,600 2,000,000 400,000 83,333 500,000 309,889 - 100,000 61,979 577,778 130,000 35,483,872 300,000 200,627,835 5,500,000 75,000 (929,056) 45,567,979 Capital Management When managing capital, the Board’s objective is to ensure the Group continues as a going concern as well as to maximise the returns to shareholders and benefits for other stakeholders. The Board also aims to maintain a capital structure that ensures the lowest cost of capital available to the Group. The Board is constantly reviewing the capital structure to take advantage of favourable costs of capital or high 54 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 returns on assets. As the market is constantly changing, the Board may issue new shares, return capital to shareholders or sell assets to reduce debt. The Group was not subject to any externally imposed capital requirements during the year. NOTE 20: RESERVES Nature and Purpose of Share-Based Payment 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 Total Share-Based Payment Reserves 2019 $ 1,587,603 2,120,938 3,746,356 7,454,897 2018 $ 1,657,455 1,830,128 3,354,540 6,842,123 Nature and Purpose of Foreign Currency Translation Reserve The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiaries. Foreign Currency Translation Reserve Total Reserve Options outstanding at 30 June 2019 2019 $ (3,310) (3,310) 2018 $ 11,663 11,663 The following options over ordinary shares of the Company existed at reporting date: Grant Date Expiry Date Exercise Price Balance at start of Year (number) Granted During the Year (number) Exercised during the year (number) Forfeited during the year (number) Balance at year end 30/06/2019 (number) Vested and exercisable at year end (number) 20/05/2016 29/08/2016 19/09/2016 - 31/08/2017 16/12/2016 5/05/2017 4/12/2017 4/12/2017 9/04/2018 9/04/2018 29/08/2018 11/03/2019 18/03/2019 21/05/2019 Total (300,000) (3,700,000) - - - - 5,888,438 5,888,438 (72,297) (911,229) 4,321,340 1,996,083 20/05/2019 $0.25 4,000,000 29/08/2019 $0.25 5,888,438 19/09/2019 $0.33 5,304,866 15/12/2019 $0.30 5,335,000 1,750,000 850,000 850,000 516,765 516,765 5/05/2020 4/12/2020 4/12/2020 9/04/2021 9/04/2021 $0.30 $0.50 $0.60 $0.75 $0.90 29/08/2020 $0.60 11/03/2022 $0.25 18/03/2022 $0.18 21/05/2022 $0.235 - - - - - - - - - - - - - - - - - - - - - - - - - - - 5,335,000 5,335,000 1,750,000 1,750,000 850,000 850,000 516,765 516,765 500,000 250,000 850,000 850,000 516,765 516,765 500,000 250,000 715,885 898,692 20,067,628 55 - - - - 500,000 250,000 2,209,859 898,692 25,011,834 3,858,551 (372,297) (4,673,441) 23,824,647 (62,212) 2,147,647 - 898,692 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Reconciliation of movement in option reserve: Opening Balance - 1 July 2018 Options issued for corporate advisory and capital raising services Share-based payment expense in respect to employee options on issue as at 1 July 2018 and granted during the year Exercised during the year Forfeited during the year Closing Balance – 30 June 2019 Number of Options Value $ 25,011,834 3,354,540 1,648,692 170,224 2,209,859 221,592 (372,297) (4,673,441) - - 23,824,647 3,746,356 On 29 August 2018, 500,000 options were issued for capital raising services to a nominee of Tellus Matrix LLP (refer Note 26: Related Party Transactions). These options had a 2 year terms and exercise price of $0.60 per option vesting immediately. On 11 March 2019, 250,000 options were issued for strategic advisory services to be provided to the Company. These options had a 3 year terms and exercise price of $0.25 per option vesting immediately. On 18 March 2019, 2,209,859 options were issued under the Company’s Employee Share Option Plan. These options had a 3 year terms and exercise price of $0.18 per option with one third of the options vesting immediately, one third vesting in 1 year and one third vesting in 2 years. On 21 May 2019, 898,692 options were issued for capital raising services provided by Blue Ocean Equities. These options had a 3 year terms and exercise price of $0.235 per option vesting immediately. These options were valued using the Black-Scholes option pricing model applying the following inputs. Date 29/08/2018 11/03/2019 No of Options at 30 June 2019 500,000 Underlying share price Exercise price Expected volatility Expiry date (years) Expected dividends Risk free rate Value per option $0.35 $0.60 113% 2.00 Nil 2.00% $0.164 250,000 $0.215 $0.25 101% 3.00 Nil 1.53% $0.129 18/03/2019 2,147,6471 21/05/2019 898,692 $0.525 $0.6401 106% 3.0 Nil 1.93% $0.323 $0.125 $0.235 101% 3.00 Nil 1.21% $0.063 1. These options have been valued under accounting standards based on the expected exercise price of the options on the grant date being  $0.64.  At the grant date the options to be issued were to have an exercise price being the lower of   $0.64 being 10% above the 10 day vwap from establishment of the option plan; or   20% below the 10 day vwap from the issue of the options.  56 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Performances shares outstanding at 30 June 2019 The following performance shares of the Company existed at reporting date. On achievement of the performance milestones attaching to the class of performance shares, the performance shares automatically convert into fully paid ordinary shares for nil consideration. Class Grant Date Expiry Date Balance at start of Year (number) Granted During the Year* (number) Converted during the year (number) Forfeited during the year (number) B C D E F G H 16/6/16 - 16/12/16 29/08/2019 10,499,999 16/6/16 - 16/12/16 29/08/2020 10,499,998 29/11/2017 29/11/2022 1,000,000 29/11/2017 29/11/2022 1,000,000 29/11/2017 29/11/2022 2,000,000 29/11/2017 29/11/2022 2,500,000 29/11/2017 29/11/2022 3,000,000 30,499,997 - - - - - - - - - (1,000,000) (1,000,000) - - - (2,000,000) - - - - - - - - Balance at year end (number) 10,499,999 10,499,998 - - 2,000,000 2,500,000 3,000,000 28,499,997 The Performance Shares convert to ordinary fully paid shares on a one for one basis following the achievement of the performance milestones before the expiry date as outlined below: ● Class B Performance Shares convert on achievement of $10,000,000 revenue by the Group over a 12 month rolling period of which 30% is subscription income (as confirmed by the Group’s auditor) by 29 August 2019. ● Class C Performance Shares convert on achievement of $20,000,000 revenue by the Group over a 12 month rolling period of which 30% is subscription income (as confirmed by the Group’s auditor) by 29 August 2020. ● Vesting conditions for Class D-H Performance Shares are disclosed within Note 17. As at 30 June 2019 the Class B and C Performance Milestones have not been achieved. The Class B Performance Shares are not expected to meet their vesting conditions as at 30 June 2019 and the share-based payment expensed to date in respect to the Class B Performance Shares has been reversed. The Performance Shares held by the Directors outlined above were not granted as part of their remuneration but issued to the Directors in consideration for cancellation of ordinary shares they held in the Company prior to the Company’s listing of ASX. Reconciliation of movement in performance share reserve: Opening Balance - 1 July 2018 Share-based payment expense for the year in respect to Performance Shares on issue as at 1 July 2018 Performance Shares converted into ordinary shares on achievement of performance milestone Closing Balance – 30 June 2019 Number of Performance Shares Value $ 30,499,997 1,657,455 - (69,852) (2,000,000) - 28,499,997 1,587,603 57 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Performance Rights at 30 June 2019 The following Performance Rights of the Company existed at reporting date: Grant Date Expiry Date Exercise Price Balance at start of Year (number) Granted During the Year (number) Exercised during the year (number) Forfeited during the year (number) Balance at year end (number) Vested and exercisable at year end (number) 04/12/2017 04/12/2020 Nil 4,316,667 2,055,1961 (350,000)2 (666,666) 3 5,355,197 5,355,197 1. 125,000 Class B Performance Rights and 125,000 Class C Performance Rights have been issued to a senior executive under the Company's Performance Rights Plan. In addition, 1,191,111 Class G Performance Rights and 614,085 Class G Performance Rights have been issued to Executive Directors in lieu of cash salaries for the 2019 calendar year. 2. 350,000 Class A Performance Rights were exercised during the period. 3. 333,333 Class B Performance Rights and 333,333 Class C Performance Rights have lapsed and been cancelled during the period. Reconciliation on movement in performance right reserve: Opening Balance - 1 July 2018 Share-based payment expense for the year in respect to Performance Rights on issue as at 1 July 2018 and granted during the year Performance Rights exercised during the year following achievement of performance milestone Performance Rights lapsed and cancelled during the year Closing Balance - 30 June 2019 Number of Performance Rights 4,316,667 Value $ 1,830,128 2,055,196 290,810 (350,000) (666,666) - - 5,355,197 2,120,938 These Performance Rights have been valued at grant date and each Class are being expensed over the vesting period. Performance Rights Valuation Date Vesting Date Fair Value at Grant Date Number Issued Class B Class C Class D Class E Class F Class G Total 04/12/2017 04/12/2017 04/12/2017 04/12/2017 04/12/2017 01/01/2019 29/08/2019 29/08/2020 29/08/2018 29/08/2019 29/08/2020 01/01/2020 $0.675 $0.675 $0.675 $0.675 $0.675 $0.225 1,274,998 1,275,003 333,340 333,330 333,330 1,805,196 5,355,197 The Performance Rights convert to ordinary fully paid shares on a one for one basis following the achievement of the performance milestones before the expiry date as outlined below: ● Class B Performance Rights convert on achievement of $10,000,000 revenue by the Group over a 12 month rolling period of which 30% is subscription income by 29 August 2019. 58 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 ● Class C Performance Shares convert on achievement of $20,000,000 revenue by the Group over a 12 month rolling period of which 30% is subscription income by 29 August 2020. ● 33,334 Class D Performance Rights vest for each Tier 1 partnering deal that goes live before 4 December 2020 following the achievement of 15,000 paying subscribers of the Company generating at least $100,000 revenue per month over 3 consecutive months by 29 August 2018; ● 33,334 Class E Performance Rights vest for each Tier 1 partnering deal that goes live before 4 December 2020 following the achievement of $10,000,000 revenue by the Company over a 12 month rolling period of which 30% is subscription income by 29 August 2019; ● 33,334 Class E Performance Rights vest for each Tier 1 partnering deal that goes live before 4 December 2020 following the achievement of $10,000,000 revenue by the Company over a 12 month rolling period of which 30% is subscription income by 29 August 2020; and ● Class G Performance Rights vest subject to continued employment with the Company in existing roles until 1 January 2020. The Class B-F Performance Rights have been valued using the Black-Scholes option pricing model applying the following inputs: share price at grant date of $0.675 per share; expected volatility of 100%; expected dividends of nil; and a risk free rate of 2.28%. Class G Performance Rights were issued to Mr Swan, Mr Levy and other senior executives during the year. These have been valued based on the relevant amount of cash remuneration originally due to these executives under their Executive Service Agreements which they have agreed to forgo and receive in Performance Rights. The number of Performance Rights was determined with reference of the most recent capital raising issue price of the Company at the date of approval of the issue of the Performance Rights being $0.225 per Share. The total value of the Performance Rights issued to these executives when granted is $406,169 with the share-based payment expense recognised over the vesting period of the Performance Rights. The Class B and Class E Performance Rights are not expected to meet their vesting conditions as at 30 June 2019 and the share-based payment expensed to date in respect to the Class B and Class E Performance Rights has been reversed. NOTE 21: ACCUMULATED LOSSES Accumulated Losses Opening balance Net loss for the financial year Total Accumulated Losses 2019 $ (45,567,979) 2018 $ (30,683,960) (30,683,960) (14,401,137) (45,085,097) (12,477,749) (18,206,211) (30,683,960) 59 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 22: SHARE-BASED PAYMENTS Share-based payments made during the year ended 30 June 2019 are summarised below: (a) Recognised Share-Based Payment Expense Advisor Options issued for advisory services provided Shares issued to consultants in lieu of services provided Options issued to employees as incentive Shares issued to employees as incentive Performance Rights issued to employees as incentive and for services Performance Share issued to employees as incentive and for services Less amounts recognised within equity 2019 $ 170,224 1,347,076 221,592 130,000 272,097 (69,852) (138,067) 1,933,070 2018 $ - 1,045,874 1,122,952 - 1,830,128 307,473 - 4,306,427 (b) Options Granted During the Year The Group’s current Employee Share Option Plan (ESOP) was approved by the board of directors on 7 July 2016. The ESOP is designed to provide medium and long term incentives for all employees (including non-executive and executive directors) and to attract and retain experienced employees, board members and executive officers and provide motivation to make the group more successful. Under the ESOP, participants have been granted options which only vest if certain performance milestones are met. Participation in the plan is at the board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefit. Any option may only be exercised after the option has vested and other conditions imposed by the board have been satisfied. Options are granted under the plan for no consideration. Options granted under the plan carry no dividend or voting rights. When exercisable, shares allotted pursuant to the exercise of options will be allotted following receipt of relevant documentation and payments will rank equally with all other shares. During the year, the following Employee Options were granted and vested: Tranche Valuation Date Expiry Date Exercise Price Issued during the year Vested during the year Total Share-Based Payment Expense for the year 1 2 3 4 5 6 Total 19/09/2016 19/09/2019 02/12/2016 19/09/2019 20/02/2017 19/09/2019 31/08/2017 19/09/2019 16/12/2016 15/12/2019 18/03/2019 15/03/2022 $0.33 $0.33 $0.33 $0.33 $0.30 $0.18 - - - - - 2,209,859 2,209,859 - - - - 1,500,000 715,885 2,215,885 ($225,219) ($69,131) ($20,835) ($231,425) $77,465 $528,128 $58,983 60 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Employee Options were considered to represent the value of the services received over the vesting period, the Group has determined the most appropriate values for these Employee Options using the Black-Scholes option pricing model applying the following inputs. Underlying share price Exercise price Expected volatility Expiry date (years) Expected dividends Risk free rate Value per option Tranche 5 Tranche 6 $0.20 $0.30 100% 3.00 Nil 2.28% $0.106 $0.525 $0.641 106% 3.00 Nil 1.93% $0.322 1. These options have been valued under accounting standards based on the expected exercise price of the options on the grant date being  $0.64.  At the grant date the options to be issued were to have an exercise price being the lower of   $0.64 being 10% above the 10 day vwap from establishment of the option plan; or   20% below the 10 day vwap from the issue of the options.  During the year, the third Vesting Condition, as set out below, of the Tranche 1-4 Employee Options was not met as at 30 June 2019. The share-based payment expensed to date in respect to these options has been reversed. Vesting Date Vesting condition 31/12/2017 25% of the Options will vest and become exercisable upon the Company having 20,000 paying subscribers registered by 31 December 2017. (“First Vesting Condition”) Vested as at 30 June 2018. 31/12/2017 25% of the Options vest and become exercisable upon the Company having 30,000 paying subscribers registered by 31 December 2017. (“Second Vesting Condition”) Vested as at 30 June 2018. 30/06/2019 50% of the Options will vest and become exercisable upon the Company achieving $10,000,000 of customer revenue in any of the financial years ended 30 June 2017, 30 June 2018 or 30 June 2019. (“Third Vesting Condition”) The vesting conditions attaching to the Tranche 5 Employee Options are as follows: Vesting Date Vesting condition 15/12/2019 15/12/2019 15/12/2019 15/12/2019 25% vest on Family Zone achieving $2.0m Cumulative Revenue in 24 months from engagement or 20,000 Paying Zones. Vested as at 30 June 2018. 25% vest on Family Zone achieving $4.0m Cumulative Revenue in 24 months from engagement or 30,000 Paying Zones. Vested as at 30 June 2018. 25% vest on Family Zone achieving $8.0m Cumulative Revenue in 24 months from engagement or 40,000 Paying Zones. Vested as ay 30 June 2018. 25% vest on Family Zone achieving $10.0m Cumulative Revenue in 24 months from engagement or 50,000 Paying Zones. Vested as at 30 June 2019. 61 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 The vesting conditions attaching to the Tranche 6 Employee Options are as follows: Vesting Date Vesting condition 18/03/2019 33.3% vested on issue 18/03/2020 33.3% vest one year following the Issue Date 18/03/2021 33.3% vest on two years following the Issue Date c) Performance Rights During the year, 125,000 Class B Performance Rights and 125,000 Class C Performance Rights have been issued to a senior executive under the Company's Performance Rights Plan. In addition, 1,191,111 Class G Performance Rights and 614,085 Class G Performance Rights have been issued to Executive Directors in lieu of cash salaries for the 2019 calendar year. The Performance Rights issued convert into ordinary shares on a one-for-one basis subject to the achievement of a series of vesting conditions. These Performance Rights were considered to represent the value of the services received over the vesting period. The Performance Rights have been valued based on the share price of the Company at the date of approval of the issue of the Performance Rights with a share-based payment expense recognised over the vesting period of the Performance Rights. The total share-based payment expense for the year in respect to the Performance Rights on issue was $1,434,155. d) Performance Shares The total share-based payment expense for the year in respect to the 28,499,997 Performance Shares that had been issued to employees in lieu of services in the prior period was $148,287. NOTE 23: OPERATING CASH FLOW INFORMATION Reconciliation of cash flow from operations with loss after income tax Loss for the year Non-cash items Share-based payments Advertising and other expenses settled in equity Depreciation and amortisation Revaluation of contingent consideration Changes in Assets and Liabilities Increase / (Decrease) in Trade and Other Payables (Increase)/ Decrease in Inventory (Increase)/ Decrease in Trade and Other Receivables Increase)/ (Decrease) in Provisions Cash flows used in operations Non-cash investing and financing activities disclosed in other notes are:  Options and shares issued to employees and advisors, per note 22. 2019 $ 2018 $ (14,401,137) (18,206,211) 2,021,783 73,511 4,498,680 (1,168,470) 4,306,427 - 3,269,831 139,192 762,424 (65,614) (1,914,204) (16,429) (10,209,455) 742,355 (30,995) (532,526) (112,953) (10,556,642) 62 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 24: FINANCIAL INSTRUMENTS (a) Financial Risk Management Objectives and Policies The Group’s principal financial instruments comprise cash, receivables, and payables. Primary responsibility for identification and control of financial risks rests with the Board. The Board reviews and agrees policies for managing each of the risks identified. The Group manages its exposure to key financial risks, including interest rate, credit and liquidity risks in accordance with the Company’s risk management policy. The primary objective of the policy is to reduce the volatility of cash flows and asset values arising from such movements. The Group uses different methods to measure and manage the different types of risks to which it is exposed. These include monitoring the levels of exposure to interest rate risk, ageing analysis and monitoring of credit allowances to manage credit risk and the use of future cash flow forecasts to monitor liquidity risk. (b) Significant Accounting Policies Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, with respect to each class of financial asset, financial liability and equity instrument are disclosed in Note 3 to the financial statements. (c) Categorisation of Financial Instruments Details of each category in accordance with Australian Accounting Standard AASB 139 Financial Instruments: Recognition and Measurement, are disclosed either on the face of the Consolidated Statement of Financial Position or in the notes. (d) Credit Risk (i) Exposure to Credit Risk The carrying amount of the Group’s financial assets represents the maximum credit exposure. The Group’s maximum exposure to credit risk at the reporting date was: Financial Assets - Current Cash and cash equivalents Trade receivables Total Financial Assets 2019 $ 2018 $ 5,116,523 3,228,710 8,345,233 2,461,222 264,181 2,725,403 Financial assets as at 30 June 2019 are neither past due nor impaired. The Group applies the AASB 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets. Refer to Note 2(b) for the Group’s adoption of AASB 9. 63 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 (ii) Interest Rate Risk The Group’s maximum exposure to interest rates at the reporting date was: Range of Effective Carrying Interest Amount Rate (%) $ Interest Rate Exposure Variable Interest Rate $ Non Interest Bearing $ Fixed Interest Rate $ Total $ 0-4 5,116,523 4,923,111 193,412 - 5,116,523 14 1,469,535 0-1 2,461,222 - - - - 1,469,535 1,469,535 2,461,222 2,461,222 2019 Financial Assets - Current Cash and cash equivalents Financial Liabilities - Current Borrowings 2018 Financial Assets - Current Cash and cash equivalents (e) Fair value of Financial Instruments The directors consider the carrying amount of the Group’s financial instruments to be a reasonable approximation of their fair value on account of their short maturity cycle. (f) Liquidity Risk (i) Exposure to Liquidity Risk The carrying amount of the Group’s financial liabilities represents the maximum liquidity risk. The Group’s maximum exposure to liquidity risk at the reporting date was: Financial Liabilities - Current Trade and other payables Borrowings Total financial liabilities 2019 $ 2018 $ 1,143,101 1,469,535 2,612,636 500,277 - 500,277 64 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 (ii) Contractual Maturity Risk The following table discloses the contractual maturity analysis at the reporting date: 0-6 months 6-12 months $ $ Over 1 to 5 years $ More than 5 years $ Total $ 2019 Financial Instrument Financial Assets Cash 5,116,523 Trade and other receivables 3,228,710 Total financial assets 8,345,233 Financial Liabilities Trade and other payables Borrowings Total financial liabilities 1,143,101 1,469,535 2,612,636 - - - - - - - - - - - - 2018 Financial Instrument 0-6 months $ 6-12 months $ Over 1 to 5 years $ More than 5 years $ Financial Assets Cash Trade and other receivables Total financial assets 2,461,222 264,181 2,725,403 Financial Liabilities Trade and other payables 500,277 Total financial liabilities 500,277 - - - - - - - - - - - - - - - - - - - - - 5,116,523 3,228,710 8,345,233 1,143,101 1,469,535 2,612,636 Total $ 2,461,222 264,181 2,725,403 500,277 500,277 65   Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 (g) Market Risk (i) Foreign exchange risk The group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars was as follow: Net assets (liabilities) Value of NZD exposure expressed in AUD Value of USD exposure expressed in AUD 2019 (239,029) 2018 (245,905) 2019 221,165 2018 37,996 Net profit (Loss) (1,703,487) (1,135,000) (1,563,928) (852,164) Foreign Currency sensitivity: Based on the net liability position of the foreign subsidiaries at 30 June 2019, had the Australian dollar weakened/strengthened by 10% against the New Zealand dollar with all other variables held constant, the Group’s post-tax loss for the year would have been $170,349 higher/$170,349 lower (2018: $113,500 higher/$113,500 lower), and the effect on equity would have been $23,902 higher/$23,902 lower (2018: $24,591 higher/$24,591 lower). In addition, had the Australian dollar weakened/strengthened by 10% against the US dollar with all other variables held constant, the Group’s post-tax loss for the year would have been $156,393 higher/$156,393 lower (2018: $85,216higher/$85,216 lower), and the effect on equity would have been $22,117 higher/$22,117 lower (2018: $3,800 higher/$3,800 lower). The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk. (ii) Interest Rate Risk The Group’s only exposure to interest rate risk is on balances held as cash and R&D Loan Facility as set out in Note 24(d)(ii). (iii) Other Price Risk By virtue of the nature and classification of the financial instruments held by the Group, it is not exposed to significant other price risk. (iv) Sensitivity Disclosure Analysis Taking into account past performance, future expectations and economic forecasts, the Group believes the following movements are ‘reasonably possible’ over the next 12 months (base rates are sourced from the Reserve Bank of Australia). It is considered that 100 basis points is a ‘reasonably possible’ estimate of potential variations in the interest rate. The following table discloses the impact on net operating result and equity for each category of financial instrument held by the Company at year end as presented to key management personnel, if changes in the relevant risk occur. 66 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 2019 Financial Assets - Current Cash and cash equivalents Trade Receivables Financial Liabilities - Current Trade and other payable Borrowings 2018 Financial Assets - Current Cash and cash equivalents Trade Receivables Financial Liabilities - Current Trade and other payable Carrying Amount $ 4,923,111 3,228,710 Interest Rate Risk +1% -1% Profit $ 49,231 - Equity $ 49,231 - Profit $ Equity $ (49,231) - (49,231) - 1,143,101 1,469,535 - (14,695) - (14,695) - 14,695 - 14,695 2,461,222 264,181 24,612 - 24,612 - (24,612) - (24,612) - 500,277 - - - - NOTE 25: SEGMENT INFORMATION AASB 8 ‘Operating Segments’ requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. In the prior year, the Group operated in two segments being cyber security services in Australia and in New Zealand. During the financial year, the Group has continued to expand into the United States of America (USA). As a result of the growth, the Group now has three operating segments which are consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors. The three main operating segments in which the group operates are 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. 30 June 2019 Segment Income Sales revenue Other income Contingent consideration Total Income Australia $ New Zealand $ USA $ 3,209,354 3,840,053 1,168,470 790,384 7,015 - 193,846 49 - Other $ (9,262) 8 - 8,217,877 797,399 193,895 (9,254) Total $ 4,184,322 3,847,125 1,168,470 9,199,917 67 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 Family Zone Cyber Safety Limited Annual Report 30 June 2019 Segment Expenses Cost of sales Administration costs Finance costs Employee and director benefits Marketing costs Research and Development Share-based payments Loss before depreciation and amortisation Depreciation and amortisation Loss before Income Tax 30 June 2019 Segment Assets and Liabilities Cash Trade and other receivables Prepayments Inventory Plant and equipment Intangible assets Trade and other payables Provisions Borrowings Contingent consideration Net Assets Australia $ (1,675,055) New Zealand $ (163,721) (2,088,252) (840,922) (93,862) (1,009) USA $ (131,582) (409,086) (5,350) (3,607,180) (1,372,474) (1,147,928) (921,340) (68,121) (15,627) (4,478,123) - - - - - Other $ (62,722) (86,870) Total $ (2,033,080) (3,425,160) (50) (100,271) - - - (6,127,582) (1,005,088) (4,478,123) (1,933,070) (1,933,070) (4,645,965) (1,648,848) (1,515,678) (2,091,966) (9,902,457) (1,459,069) (2,991,362) (48,249) - (4,498,680) (6,105,034) (4,640,210) (1,563,927) (2,091,966) (14,401,137) Australia $ New Zealand $ USA $ Other $ Total $ 4,990,392 44,555 2,570,177 153,916 763,212 146,205 274,563 668,647 16,581 28,152 106,013 4,157,756 35,160 579,916 25,811 10,924 302,181 - 46,416 5,116,523 4,813 3,308.822 - (28,130) - - 805,604 157,151 682,757 4,826,403 (3,068,531) (514,838) (556,624) (184,500) (4,324,493) (418,319) (1,469,535) (677,035) 3,779,776 (73,409) - - (3,918,726) - - - 397,368 - - - (161,401) (491,728) (1,469,535) (677,035) 7,934,469 68 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 30 June 2018 Segment Income Sales revenue Other income Total Income Segment Expenses Cost of sales Administration costs Finance costs Employee and director benefits Marketing costs Research and Development Share-based payments Loss before depreciation and amortisation Australia $ New Zealand $ 2,068,772 2,779,284 4,848,056 239,517 12,445 251,962 Other $ 21,492 7 21,499 Total $ 2,329,780 2,791,736 5,121,516 (1,145,401) (3,432,731) (20,803) (5,289,451) (1,162,949) (2,385,566) (50,150) (363,976) (844) (788,386) (45,741) (116,385) - - (17,710) (1,213,262) (403,064) (13,269) (484,342) (23,852) (6,848) (4,306,427) (4,199,771) (34,916) (6,562,179) (1,232,543) (2,508,800) (4,306,427) (8,588,485) (1,113,521) (5,234,013) (14,936,380) Depreciation and amortisation Loss before Income Tax (1,540,024) (10,128,869) (1,729,806) (2,843,327) - (5,234,013) (3,269,831) (18,206,211) 30 June 2018 Segment Assets and Liabilities Cash Trade and other receivables Prepayments Inventory Plant and equipment Intangible assets Trade and other payables Provisions Contingent consideration Net Assets Australia $ New Zealand $ 2,366,182 1,181,902 136,956 92,423 218,390 1,930,708 (3,108,858) (404,671) (2,245,505) 167,527 53,342 111,764 6,417 57,506 39,290 7,094,478 (498,205) (56,357) - 6,808,235 Other $ 41,698 34,771 - - - - (9,229) - - 67,240 Total $ 2,461,222 1,328,437 143,373 149,929 257,682 9,025,186 (3,616,292) (461,028) (2,245,505) 7,043,004 69 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 26: RELATED PARTY TRANSACTIONS (a) Parent and Subsidiaries The parent entity and ultimate parent entity of the Group is Family Zone Cyber Safety Limited, a company listed on the Australian Securities Exchange. The components of the Group are: Parent Family Zone Cyber Safety Limited Incorporation Extent of control 2018 2019 Australia - - Controlled entities Family Zone Inc. Family Zone Cyber Safety Pte. Ltd. Family Zone NZ Cyber Safety Ltd (formerly Linewize Service Ltd)1 USA Singapore New Zealand 100% 100% 100% 100% 100% 100% 1. On 1 April 2019 Linewize Services Ltd amalgamated with Linewize Ltd (acquiring all its assets and liabilities). Linewize Services Ltd was renamed Family Zone NZ Cyber Safety Ltd and Linewize Ltd was deregistered. (b) Key Management Personnel Compensation Information on remuneration of all Directors and Key Management Personnel is contained in the Remuneration Report within the Directors’ Report. The aggregated compensation paid to Directors and Key Management Personnel of the Group is as follows: Short-term employee benefits Post-employment benefits Share-based payment Total (c) Loans with Key Management Personnel (Mr Tim Levy – Managing Director) 2019 $ 2018 $ 408,933 47,500 481,526 937,959 530,734 - 293,989 824,723 A loan balance has arisen between Family Zone Cyber Safety Limited and Mr Tim Levy as a result of funds loaned to the Company and payments made on behalf of the Company by the Mr Levy in the prior year. Movements in the loan account during the year are as follows: Opening balance payable by the Company Loans received from director Cash repayments Total Payable to the Company 2019 $ - - - - 2018 $ (20,483) - 20,483 - 70 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 (c) Other Transactions with Key Management Personnel a) Grange Consulting Mr Phil Warren, a Director of the Company, is also a Managing Director of Grange Consulting and an entity related to him is shareholder of Grange Consulting. A summary of the total fees paid to Grange Consulting and Grange Capital Partners for the year ended 30 June 2019 and 30 June 2018 is as follows: Company secretarial and financial management services Total 30 June 2019 $ 94,500 94,500 30 June 2018 $ 94,500 94,500 Amounts payable to Grange Consulting/Grange Capital Partners as at 30 June 2019 were $25,987 (Including GST), as at 30 June 2018 were $17,586 (incl GST). b) Tellus Matrix LLP Sir Peter Westmacott, a Director of the Company, is also Vice Chairman and Partner of Tellus Matrix LLP. $387,503 was paid to Tellus Matrix LLP for the year end 30 June 2019 in relation to capital raising and corporate advisory fees. There were no amounts outstanding and payable to Tellus Matrix LLP as at 30 June 2019. In addition, 500,000 options for a 2 year term with an exercise price $0.60 per option were issued to a nominee of Tellus Matrix LLP for capital raising services. 101,825 fully paid ordinary shares were also issued to a nominee of Tellus Matrix LLP for corporate advisory services. NOTE 27: AUDITOR’S REMUNERATION The auditor of Family Zone Cyber Safety Limited Amounts received or due and receivable by Pitcher Partners for: Pitcher Partners BA&A Pty Ltd - Audit and review services - Non-audit services – Other assurance engagements Pitcher Partners (WA) Pty Ltd – Taxation Total remuneration of Pitcher Partners BA&A Pty Ltd and related firms 2019 $ 2018 $ 47,000 3,000 10,600 60,600 41,000 6,250 8,500 55,750 71 Family Zone Cyber Safety Limited Annual Report 30 June 2019 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the year ended 30 June 2019 NOTE 28: COMMITMENTS AND CONTINGENT LIABILITIES Operating Lease Commitments – Group as Lessee: Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Within one year Later than one year but not later than five years Later than five years Total 30 June 2019 $ 160,780 158,442 - 319,222 30 June 2018 $ 66,298 - - 66,298 The Directors are not aware of any other commitments or any contingent liabilities that may arise from the Group’s operations as at 30 June 2019. NOTE 29: PARENT ENTITY DISCLOSURE Assets Current assets Non-current assets Total Assets Liabilities Current liabilities Non-current liabilities Total Liabilities Net Assets/(Deficiency) Equity Issued Capital Reserves Accumulated losses Total Equity 30 June 2019 $ 30 June 2018 $ 8,454,204 5,135,615 13,589,819 3,508,483 9,322,390 12,830,873 5,583,205 72,145 5,655,350 3,298,480 2,489,389 5,787,869 7,934,469 7,043,004 45,567,979 7,454,897 (45,088,407) 7,934,469 30,871,193 6,842,123 (30,670,312) 7,043,004 NOTE 30: EVENTS OCCURRING AFTER THE REPORTING PERIOD On 23 July 2019, the Company announced that it had received advice from the US Patent & Trademark Office of the award of a Patent in relation to the Company’s “Device Management System” under application 15/286434. On 25 July 2019, the Company announced a new strategic partner, Check Point Software Technologies Ltd, to bring a unique, best of breed cyber safety and security solution to the education sector. Apart from the events discussed above, no other matters or circumstances have arisen since the end of the period which significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in subsequent financial years. 72 Family Zone Cyber Safety Limited Annual Report 30 June 2019 DIRECTORS’ DECLARATION In the Directors’ opinion: (a) the accompanying financial statements set out on pages 30 to 72 and the Remuneration Report in the Directors’ Report are in accordance with the Corporations Act 2001, including: i. ii. giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its performance, as represented by the results of its operations, changes in equity and cash flows, for the year ended on that date; and complying with Australian Accounting Standards, Corporations Regulations 2001 and other mandatory professional reporting requirements; (b) (c) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board. This declaration is made after receiving the declarations required to be made to the Directors in accordance with section 295A of the Corporations Act 2001 for the year ended 30 June 2019. This declaration is made in accordance with a resolution of the Board of Directors. On behalf of the Directors Tim Levy Managing Director 30 August 2019 73 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FAMILY ZONE CYBER SAFETY LIMITED Report on the Audit of the Financial Report Opinion We have audited the financial report of Family Zone Cyber Safety Limited “the Company” and its controlled entities “the Group”, which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration. In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including: (a) (b) giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial performance for the year then ended; and complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for Opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants “the Code” that are relevant to our audit of the 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 report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material Uncertainty Related to Going Concern We draw attention to Note 2(a) to the financial report which indicates that the Group incurred a net loss of $14,410,138 during the year ended 30 June 2019 (2017: loss of $18,206,211), net cash outflows of $10,209,455 from operating activities (2018: 10,556,642) and had cash and cash equivalents of $5,116,523 (2018: $2,461,222). These conditions, along with other matters as set forth in Note 2(a), indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. - 74 - Pitcher Partners BA&A Pty LtdAn independent Western Australian Company ABN 76 601 361 095.Level 11, 12-14 The Esplanade, Perth WA 6000Registered Audit Company Number 467435.Liability limited by a scheme under Professional Standards Legislation.Adelaide Brisbane Melbourne Newcastle Perth SydneyPitcher Partners is an association of independent firms. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities. INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FAMILY ZONE CYBER SAFETY LIMITED Key Audit Matter How our audit addressed the key audit matter Valuation of intangible assets Refer to Note 11 of the financial report At 30 June 2019, the consolidated statement of financial position of the Group includes intangible assets of $4,826,403. This amount represents 32% of total assets. Due to the significance to the Group’s financial report and the level of management’s judgment involved in assessing whether there are impairment indicators present, we consider this to be a key audit matter. Revenue Recognition Refer to Note 2(b) & 4 of the Financial Report For the year ended 30 June 2019, the Group has revenue of $4,184,323 from the sale of hardware and/or for contracts to provide subscription services. The determination of revenue recognition requires management judgements in accounting for revenue, discounts and credit notes in accordance with the Group’s identified performance obligations as part of the transaction. Our procedures included, amongst others: Assessing management’s determination of the appropriate Cash Generating Unit (“CGU”) based on our understanding of the nature of the Group’s business and the economic environment in which it operates. Also reviewing the internal reporting of the Group to assess how earnings streams and groups of assets are monitored and reported Evaluating management’s relevant controls and processes regarding valuation of the CGU to determine any potential impairment including the procedures around the preparation and review of the associated cash flow forecasts Assessing the appropriateness of management’s judgment and conclusion that there were no impairment indicators present as at 30 June 2019. In doing so considering internal and external impairment factors and assessing the appropriateness of the amortisation period of the capitalised expenditure pursuant to the requirements of Australian Accounting Standards. Assessing, agreeing and checking the data within the cash flow forecasts associated with the CGU. Considering the adequacy of the disclosures included within the financial report. Our procedures included, amongst others: Obtaining an understanding of the relevant controls associated with the treatment of revenue, including, but not limited to, those relating to identification of performance obligations, discounts, incentives and rebates. Considering the appropriateness of the Group’s revenue recognition accounting policies including those relating to identifying performance obligations, determining the transaction price and allocating the transaction price to the performance obligations in contract. Testing a sample of transactions by sighting evidence of signed contracts, related invoices and comparing the revenue amount recognised to the timing of when the Group satisfies performance obligations associated with the transaction. Considering the adequacy of the disclosures included within the financial report. - 75 - INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FAMILY ZONE CYBER SAFETY LIMITED Share Based Payments Refer to Note 3(m), 16 and 23 of the Financial Report At 30 June 2019, share based payments of $1,933,070 represent a significant portion of the Group’s expenditure. Share based payments must be recorded at fair value of the service provided, or in the absence of such, at the fair value of the underlying equity instrument granted. In calculating the fair value there are a number of management judgements including but not limited to: • Assessing the probability of achieving key performance milestones in relation to vesting conditions; and • Assessing the fair value of the share price on grant date, estimate of expected future share price volatility, expected dividend yield and risk-free rate of interest. Our procedures included, amongst others: Obtaining an understanding of the relevant controls associated with the preparation of the valuation model used to assess the fair value of share based payments, including those relating to volatility of the underlying security and the appropriateness of the model used for valuation. Critically evaluating and challenging the methodology and assumptions of management in their preparation of valuation model, agreeing inputs to internal and external sources of information. Assessing the appropriateness of share based payments expensed during the year pursuant to the requirements of Australian Accounting Standards. Assessing the Group’s accounting policy as set out within Note 3(m) for compliance with the requirements of AASB 2 Share-based Payment. Other Information The directors are responsible for the other information. The other information comprises the information included in the Directors report, which was obtained as at the date of our audit report, and any additional other information included in the Company’s annual report for the year ended 30 June 2019, but does not include the financial report and our auditor’s report thereon. Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information above and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Financial Report The directors of the Company are responsible for the preparation of the 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 financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. - 76 - INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FAMILY ZONE CYBER SAFETY LIMITED Auditor’s Responsibilities for the Audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:  Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.  Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.  Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.  Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.  Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.  Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. - 77 - INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF FAMILY ZONE CYBER SAFETY LIMITED From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2019. In our opinion, the Remuneration Report of Family Zone Cyber Safety Limited, for the year ended 30 June 2019, complies with section 300A of the Corporations Act 2001. Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. PITCHER PARTNERS BA&A PTY LTD PAUL MULLIGAN Executive Director Perth, 30 August 2019 - 78 - Family Zone Cyber Safety Limited Annual Report 30 June 2019 ASX ADDITIONAL INFORMATION 7 Additional information required by the Listing Rules not disclosed elsewhere in this Annual Report is set out below. 1. Number of holders and voting rights of each class of equity securities The issued capital of the Company as at 22 August 2019 includes the following securities: Equity Class  Fully paid ordinary shares   Unlisted Options ($0.25, 29 Aug 2019)  Unlisted Employee Options ($0.33, 19 Sept 2019) Unlisted Employee Options ($0.30, 15 Dec 2019) Broker Options ($0.30, 5 May 2020) Broker Options ($0.50, 4 Dec 2020) Broker Options ($0.60, 4 Dec 2020) Broker Options ($0.75, 9 Apr 2021) Broker Options ($0.90, 9 Apr 2021) TM Options ($0.60, 29 Aug 2020) Advisor Options (($0.25, 11 Mar 2022) Employee Options ($0.18, 18 Mar 2022) Broker Options ($0.235, 21 May 2022) Performance Shares (Class B-H) Performance Rights (Class B-G) Number of holders  1,614  24  27 2 1 1 1 1 1 1 1 44 1 14 15 Total on issue 200,627,835 5,888,438 4,321,340 5,335,000 1,750,000 850,000 850,000 516,765 516,765 500,000 250,000 2,147,647 898,692 28,499,997 5,355,197 All issued fully paid ordinary shares (Shares) carry one vote per share. Options, Performance Share and Performance Rights do not entitle the holder to vote on any resolution proposed at a general meeting of Shareholders. 2. Substantial holders in the Company Substantial Shareholder  Timothy Nominees Pty Ltd   Herald Investment Trust plc Number of Shares held  10,479,729  10,458,510  % of Total Shares 5.22% 5.22% 3. a) Distribution of equity securities as at 22 August 2019 Fully paid ordinary shares Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals Holders Total Shares 69,367 1,047,988 1,914,911 28,121,134 169,474,435 200,627,835 109 367 239 682 217 1,614 % Total Shares 0.03% 0.52% 0.95% 14.02% 85.47% 100.00% There were 311 holders with less than a marketable parcel of Shares based on the closing share price of $0.17 on 22 August 2019. 79   ASX ADDITIONAL INFORMATION (CONTINUED) 80 b) Unlisted Options ($0.25, 29 Aug 2019) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals c) Employee Options ($0.33, 19 Sept 2019) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals d) Employee Options ($0.30, 15 Dec 2019) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals Family Zone Cyber Safety Limited Annual Report 30 June 2019 Holders Total Options - - 7,813 706,250 5,174,375 5,888,438 - - 1 12 11 24 Total Employee Options - - - 603,523 3,717,817 4,321,340 Total Employee Options - - - - 5,335,000 5,335,000 Holders - - - 8 19 27 Holders - - - - 2 2 % Total Options - - 0.13% 11.99% 87.87% 100.00% % Total Employee Options - - - 13.97% 86.03% 100.00% % Total Employee Options - - - - 100.00% 100.00% e) Broker Options ($0.30-$0.90, 5 May 2020 to 9 Apr 2021) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals Holders - - - - 1 1 Total Broker Options - - - - 4,483,530 4,483,530 % Total Broker Options - - - - 100.00% 100.00% 80 ASX ADDITIONAL INFORMATION (CONTINUED) f) TM Options ($0.60,29 Aug 2020) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals g) Advisor Options (($0.25, 11 Mar 2022) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals h) Employee Options ($0.18, 18 Mar 2022) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals i) Broker Options ($0.235, 21 May 2022) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 Family Zone Cyber Safety Limited Annual Report 30 June 2019 Holders - - - - 1 1 Holders - - - - 1 1 Holders - 4 5 27 8 44 Holders - - - - Total TM Options - - - - 500,000 500,000 Total Advisor Options - - - - 250,000 250,000 % Total TM Options - - - - 100.00% 100.00% % Total Advisor Options - - - - 100.00% 100.00% Total Employee Options - 8,170 37,370 741,235 1,360,272 2,147,647 % Total Employee Options - 0.38% 1.77% 34.51% 63.34% 100.00% Total Advisor Options - - - - % Total Advisor Options - - - - 81 ASX ADDITIONAL INFORMATION (CONTINUED) 8 100,001 - 9,999,999,999 Totals j) Performance Shares (Class A-H) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals k) Performance Rights (Class B-G) Holding Ranges 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Totals Family Zone Cyber Safety Limited Annual Report 30 June 2019 1 1 898,692 898,692 100.00% 100.00% Total Performance Shares - - - - 28,499,997 28,499,997 Holders - - - - 14 14 % Total Performance Shares - - - - 100.00% 100.00% Total Performance Rights - - - 100,000 5,255,197 5,355,197 Holders - - - 1 14 15 % Total Performance Rights - - - - 100.00% 100.00% 82 Family Zone Cyber Safety Limited Annual Report 30 June 2019 ASX ADDITIONAL INFORMATION (CONTINUED) 4. Top 20 Shareholder as at 22 August 2019 Position Holder Name 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 15 16 17 18 19 20 HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED TIMOTHY NOMINEES PTY LTD MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED GASMERE PTY LTD VIDACOS NOMINEES LIMITED MCCUSKER HOLDINGS PTY LTD SISU INTERNATIONAL PTY LTD BNP PARIBAS NOMINEES PTY LTD BIG PROPERTY INVESTMENTS P/L CARLO CHIODO/CHIODO TRADING CITICORP NOMINEES PTY LIMITED FRESHIE PTY LTD HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2 TRIGGER ASSETS PTY LTD SCOTT ROBERT NOAKES MICHAEL OLIVER LAWSON 1001 PTY LTD NOVALANE COM PTY LTD BROWN BRICKS PTY LTD FIDELIO GOONET PTY LTD Total Total issued capital - selected security class(es) Holding 12,789,924 10,479,729 8,445,544 6,808,888 5,751,825 5,640,000 5,165,149 5,008,786 4,444,445 4,410,686 4,274,710 4,196,574 4,160,612 3,885,986 3,680,000 3,680,000 3,550,000 3,472,680 2,355,938 2,315,271 2,222,222 % IC 6.37% 5.22% 4.21% 3.39% 2.87% 2.81% 2.57% 2.50% 2.22% 2.20% 2.13% 2.09% 2.07% 1.94% 1.83% 1.83% 1.77% 1.73% 1.17% 1.15% 1.11% 106,738,969 53.20% 200,627,835 100.00% 5. Restricted Securities The following securities as classified as restricted securities and are subject to escrow periods as outlined below Security Shares 6. Unquoted Securities Escrowed to 29 Nov 2019 Escrowed to 1 Jan 2020 Escrowed to 8 Apr 2020 6,080,000  793,778  500,000 The names of the security holders holding more than 20% of an unlisted class of security are listed below: 83   ASX ADDITIONAL INFORMATION (CONTINUED) a) Broker Options ($0.30-$0.90, 5 May 2020 to 9 Apr 2021) Holder Name TR Nominees Pty Ltd Total Broker Options b) Performance Shares  Holder Name Timothy Nominees Pty Ltd Total c) TM Options ($0.60, 29 Aug 2020) Holder Name Vidacos Nominees Limited Total Broker Options d) Advisor Options ($0.25, 11 Mar 2022) Holder Name Idea X Partners Pte Ltd Total Broker Options e) Broker Options ($0.25, 11 Mar 2022) Holder Name L39 Pty Ltd Total Broker Options 7. On-market buy back Family Zone Cyber Safety Limited Annual Report 30 June 2019 Holding % Total Options 4,483,530 4,483,530 100.00% 100.00% Holding 7,757,220 30,499,997 % Total Performance Shares 25.43% 100.00% Holding % Total Options 500,000 500,000 100.00% 100.00% Holding % Total Options 250,000 250,000 100.00% 100.00% Holding % Total Options 898,692 898,692 100.00% 100.00% There is currently no on-market buyback program for any of the Company’s listed securities and no securities were purchased on market during the financial period. 8. Use of Funds In accordance with ASX Listing Rule 4.10.19, Family Zone confirms it has used the cash and assets in a form readily convertible into cash, that it had at the time of its admission to ASX, for the year ended 30 June 2019 in a way that is consistent with its business objectives and strategy. 84     Family Zone Cyber Safety Limited Annual Report 30 June 2019 CORPORATE GOVERNANCE In accordance with ASX Listing Rule 4.10.3 the Company’s corporate governance statement can be found at the following URL: https://cdn2.hubspot.net/hubfs/416543/Corporate%20Governance%20Statement%20- Family%20Zone%2030%20June%202019.pdf The Board of Directors is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of the Company on behalf of Shareholders by whom they are elected and to whom they are accountable. This statement outlines the main corporate governance practises in place throughout the financial year, which comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations with 2014 Amendments 3rd edition unless otherwise stated. 85 

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