More annual reports from OpenLearning Limited:
2023 ReportPowering the future of education
OpenLearning Limited (ASX:OLL)
Annual Report 2021
Contents
Performance Highlights
Detailed Overview
Network Effect
Partnerships
Managing Director’s Report
Chairman’s Report
Financial Report
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Introduction
OpenLearning Limited is an education technology company
that operates an end‑to‑end learning platform for education
providers to deliver world‑class short courses, micro‑credentials
and online qualifications to their learners.
Built on proven learning sciences
research and a social constructivist
learning philosophy, OpenLearning
goes beyond traditional
instructivist approaches and static
learning management systems
to deliver authentic, active and
connected learning experiences.
Founded in 2012 in Sydney,
OpenLearning’s vision is to
improve access to quality
education, and future‑proof the
workforce by enabling education
providers to design, deliver and
sell transformative courses and
degrees worldwide.
OpenLearning expanded to
Southeast Asia in 2015 by
establishing an office in
Kuala Lumpur, Malaysia, and is now
one of the leading lifelong learning
platforms in Southeast Asia.
Today, OpenLearning employs
over 75 people across its offices
in Sydney and Kuala Lumpur, with
remote team members spread
across the world to service its
global client‑base.
OpenLearning is uniquely placed
to be the partner of choice for
education providers as they move
online thanks to its innovative
proprietary online learning
platform, depth of expertise
in education, established
partnerships with leading
universities and organisations,
and a large and growing user‑base
of lifelong learners.
With more than 3 million learners
worldwide, thousands of courses
and partnerships with over 200
education providers, OpenLearning
is at the forefront of a new wave of
education delivery.
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Performance
Highlights
Step change in growth
OpenLearning delivered a step change in revenue in FY21 as a result
of continued growth across all key metrics and the introduction of the
program delivery segment. These results were achieved through the
hard work and dedication of OpenLearning’s team and the support of
universities, education providers and stakeholders around the world.
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86%
Group revenue
increase 86% YoY
to $3.51 million
45%
Gross sales
increased 45% YoY
to $4.16 million
43%
Cash receipts
increased by 43%
YoY to $4.56 million
(all financial amounts are in AUD unless otherwise stated)
18%
Total enrolments up
18% YoY to 5.12 million
14%
Total registered users up
14% YoY to 3.12 million
170%
Platform revenue increased
170% YoY to $3.045 million
Highlights
• Signed a 5‑year platform
software‑as‑a‑service (SaaS)
agreement with the University
of Wollongong (UOW), a global
top 200 university according
to the QS World University
Rankings 2021 with over
36,000 students.
• Signed a Platform SaaS
agreement with Afterpay to
enable them to deliver financial
literacy and wellbeing courses
via the OpenLearning platform.
•
Implemented enhancements
to the OpenLearning platform to
enable self‑service subscription,
payment and onboarding for
education providers.
• Completed the setup and
migration of the BEST Network
to new infrastructure and a SaaS
model during OpenLearning’s
first year as its technology and
operating partner.
• Successful commencement of
the UNSW Transition Program
Online (TPO), a four‑month
direct entry program for
prospective international
students delivered in
partnership with UNSW Global.
• Successful commencement of
the CS101 (short for ‘computer
science 101’) micro‑credential
program designed by industry
experts in collaboration with
Canva, Microsoft, Alibaba
Cloud, Chronosphere and CT4
for working professionals to
develop their computational
thinking and programming skills.
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Detailed
Overview
OpenLearning provides the
technology and services to
education providers to enable
them to build successful online
education businesses:
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Scalable online learning platform
Scalable online learning platform that is designed to increase
learner engagement and satisfaction while providing
end‑to‑end functionality for building an online education
business, from marketing and payments through to course
authoring, learning delivery, assessment and credentialing;
Program Delivery
Program delivery capability across the full spectrum
of services required to deliver world‑class programs
on the OpenLearning platform in collaboration with
top institutions on a revenue‑share basis; and
Value‑added services
Value‑added services for education providers, including a
global marketplace to promote their online courses or degrees
to millions of learners worldwide and a learning design services
to accelerate adoption of the platform by collaborating with
education providers to design high quality online courses.
The OpenLearning platform has been built from the
ground up on solid educational foundations since
its inception.
The goal is to provide a social learning environment
in which students feel empowered, deep learning
experiences are fostered, students are intrinsically
motivated, and passionate communities of practice
flourish through well‑designed constructive
experiences. This has been realised with the latest
social technology, and is designed for a global,
connected society.
Additionally, OpenLearning is an innovator in the field,
and extends existing educational theory to not only
the platform mechanics, but by providing a launch pad
for new academic research. We work with both
educators and technologists in continual experiments
with novel educational mechanics.
OpenLearning’s unique solution generates significant
value for its partners across a range of use‑cases and
markets – solving some of the greatest challenges
facing education providers:
• Deliver their accredited and non‑accredited
courses online via its scalable cloud learning
platform to domestic and international students,
either fully online or blended;
• Diversify their revenue streams through the
delivery of university or higher education provider
branded short courses and micro‑credentials to
bridge the skills gap for working professionals;
• Diversify their sources of international students
by raising their brand awareness in Southeast Asia
by leveraging OpenLearning’s database of over
3 million learners;
• Build a sustainable pipeline of international
students by offering university foundation year
programs online, offshore and in‑country through
partners; and,
• Increase engagement of international students
by offering large‑scale language and enrichment
courses to support students at both regional
and urban higher education campuses.
• Increasing student engagement by providing
a structured and supportive environment for
educators to adapt their teaching and learning
methodologies to the needs of today’s learners.
• Enhance employment readiness of graduates
through the development of self‑directed
learning skills.
• Future‑proofing their staff by enabling practical
just‑in‑time professional learning opportunities
whilst fostering a community of practice.
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Network
Effect
The OpenLearning platform primarily operates
on a B2B2C model, whereby education
providers are utilising the platform to deliver
courses to learners. Depending on the goals
of the education provider and the type of
courses they offer, the Company may be able
to promote the education providers courses to
other learners on the OpenLearning platform.
This produces a network effect, which is
enabled by a number of key design
decisions, including:
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Single global cloud platform whereby all
education providers and learners use the
same instance of the platform;
maintaining a strong relationship with both
education providers and learners such at
OpenLearning becomes a trusted technology
platform for managing data rights and privacy;
every user, regardless of whether they arrive at the
OpenLearning platform through the marketplace
or via an institution portal, has an OpenLearning
user account;
learners are able to browse the marketplace
and opt‑in to receive information about new
courses; and
every user has a profile on the OpenLearning
platform that automatically aggregates all of their
evidence of learning into an online portfolio,
as well as their badges, certificates and progress.
In short, an increase in the number of education providers on
the OpenLearning platform has the potential to lead to an increase
in the number of courses being delivered via the platform to both
new and existing learners. This increase in courses and learners
attracts new education providers to deliver their courses on
the platform so that they can benefit from exposing their brand
and courses to the OpenLearning userbase.
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Partnerships
Transformative agreement with UNSW Global to deliver the UNSW
Transition Program Online, an innovative four‑month program for
international students to gain entry into UNSW, a world top 50 university.
Based on an established on‑campus program, the UNSW Transition
Program Online has been reimagined to leverage OpenLearning’s
platform and social constructivist approach, combining activity‑based
learning, personalised coaching, portfolio‑based assessment and
interviews instead of exams to set a new benchmark in online education.
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The University of Wollongong,
a global top 200 university
according to the QS World
University Rankings 2021, is
utilising OpenLearning to expand
its offering in the lifelong learning
market through world‑class short
courses and micro‑credentials
that engage and inspire learners.
iCollege Limited selected OpenLearning as
its platform for AIT Online, its online offering
that brings together a range of quality
micro‑credentials from a group of specialist
colleges and brands, each with established
expertise and experience in delivering high
quality education.
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DeakinCo., part of world‑leading Deakin University and a global
leader in micro‑credentials, partnered with OpenLearning
to develop a range of online short courses aligned to the
OpenCreds framework that are designed for the 21st century,
to improve workplace performance and future employability
in Australia and beyond.
Partnerships (Cont.)
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Universiti Sains Malaysia (USM),
a global top 200 university
according to the QS World
University Rankings 2021 with over
30,000 students, has partnered
with OpenLearning to launch
micro‑credentials for personal and
professional development in the
education and health sectors.
Agreement with UNSW and
The University of Queensland to be
the technology and operating partner of
the Biomedical Education and Skills Training
Network, a not‑for‑profit network of academics
and biomedical schools developing and sharing
next‑generation courseware and technology.
Australian Catholic University expanded its strategic
partnership with OpenLearning and developed an online
education program for nurses in collaboration with the
Department of Health and Human Services shortly after
the onset of the second wave of COVID‑19 in Victoria
that improved their knowledge and understanding of
providing nursing care in a COVID‑19 environment.
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OpenLearning received
a total of 8 LearnX awards
in 2021 for enabling our
partners to design and
deliver transformative
learning experiences.
Managing
Director’s Report
Dear fellow shareholders,
2021 was another transformative year for OpenLearning as our team adapted to
rapid changes in the education sector and delivered strong growth across key
metrics by executing on strategic partnerships and new product developments.
Product and Services Segment
Lifelong learning
3.1%
10.0%
56.2%
25.7%
3.9%
1.1%
Non-formal education
Certificates and diplomas Undergraduate courses
Postgraduate courses
Outlining tutoring
School education
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Non-accredited courses
Accredited courses
Source: IBISWorld Online Education in Australia (May 2021), emphasis on ‘Lifelong learning’ added by OpenLearning
Over the course of the past
12 months, the Company continued
to grow SaaS revenue and
customers, implemented a range of
enhancements to the OpenLearning
platform, successfully set‑up and
commenced delivery of the UNSW
Transition Program Online (TPO) and
Computer Science 101 (CS101) and
achieved a step‑change in revenue.
The Company grew revenue by 86%
YoY to $3.5 million with operating
cash receipts increasing 43% to
$4.56 million. This acceleration in
growth was a result of the shift to a
software‑as‑a‑service model and
successful introduction of the
Program Delivery segment.
As of the end of FY21,
OpenLearning has had over
5.12 million enrolments from
3.12 million registered learners
across thousands of courses
provided by 205 education
providers, making it one of
the world’s largest online
education platforms.
OpenLearning is targeting
Australia’s $7.5 billion online
lifelong learning market
The Australian online education
market is expected to grow 8.2%
and reach $7.9 billion in 2021,
according to IBISWorld’s latest
forecast. Lifelong learning, which
includes both non‑accredited
courses and accredited courses,
accounts for 95%, or $7.5b, of the
country’s online education market.
With over 3m learners, thousands
of courses and partnerships with
200 education providers,
OpenLearning is already a pioneer
in online education delivery in the
Australian market. However, the
Company has, to date, only scratched
the surface of Australia’s online
lifelong learning market by primarily
operating in the non‑accredited
segment (with an estimated market
size of $245m). Given the platform’s
capabilities and strong relationships
with education providers,
OpenLearning is now expanding
into the much larger $7.2b online
accredited qualification segment.
OpenLearning also continues to
make inroads in the strategically
important Southeast Asian market
where the combination of a large
youth population and the need to
significantly improve post‑secondary
education access has driven many
education institutions to look for
innovative ways to deliver education.
OpenLearning already has a
dominant position in Malaysia’s
online education market and has
customers in Indonesia and
Singapore. As the world struggles
to address skills gaps in key areas,
we are seeing increased interest
from education providers to develop
short courses and micro‑credentials
on OpenLearning with growing
regulatory support for
micro‑credentials in our key markets.
The COVID‑19 pandemic has been
a catalyst for online learning and
is expected to drive structural
change in the education sector for
an extended period. The Company
concurs with the emerging consensus
view that many functions performed
remotely due to the pandemic
– education included – will only be
partially reversed once COVID‑19
eventually fades from view.
A survey conducted by Pearson found
that 90% of learners believe online
education will be part of their university
experience. OpenLearning is well
placed for this structural shift.
Even before the pandemic hit,
the Company was providing its platform
for blended learning (part online, part
face‑to‑face).
OpenLearning’s strategy to grow
market share is well developed
To grow its presence in the broader
online education sector, OpenLearning
has positioned itself as a lifelong
learning platform, encompassing
short courses, micro‑credentials and
qualifications. The Company is building
its client base by empowering
education providers to operate and
enter the online lifelong learning market
with a suite of products, including:
• Platform Subscription:
OpenLearning provides its
innovative learning platform
and tools (e.g. BEST Network,
OpenCreds) on a
Software‑as‑a‑Service (SaaS) model
to enable education institutions to
deliver courses online.
• Program Delivery: OpenLearning
partners with top institutions to
deliver programs on the
OpenLearning platform. As the
delivery partner, the Company has
capabilities across the full spectrum
of program delivery requirements,
including learning design,
technology, learning platform,
teaching, online facilitation, support
and assessment.
• Value‑added services:
OpenLearning operates a lifelong
learning marketplace and provides
learning design services to its
clients, which creates network
effects and accelerates adoption
of its platform.
86%
YoY increase in
FY21 group revenue
to $3.51 million
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Managing Director’s Report (Cont.)
Strong growth in Platform
Revenues a FY21 highlight
OpenLearning’s Platform Revenue
is derived from two products:
1. Platform Subscription and
2. Program Delivery.
Platform Subscription revenues rose by 27%
in FY21 to $1.43 million, while Program Delivery
revenues, which were successfully introduced
during OpenLearning’s FY21, totalled
$1.61 million in the year. These two revenue
streams, which are together categorised as
‘Platform Revenue,’ jumped by 170%
to $3.045 million in FY21.
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Platform Revenue (AUD, $ million)
$4
$3
$2
$1
$0
+170%
3.045
+56%
1.127
0.723
2019
2020
2021
170%
YoY increase in FY21
Platform Revenue
27%
YoY increase in FY21
Subscription Revenue
OpenLearning’s gross sales, which includes value‑added services; increased by 45% YoY to $4.16 million. Overall
Group revenue, which deducts shared with education providers, jumped by 86% YoY to $3.51 million. OpenLearning’s
cash receipts increased by 43% YoY to $4.56 million, underpinned by higher upfront payments from learners and
SaaS customers.
Images 1–6: Group Revenue, Cash Receipts, Group Gross Sales, SaaS Customers (paying >$500/year), Cumulative Unique Users, and Cumulative
Enrolments by financial year.
Group Revenue (’000)
Cash Receipts (’000)
$5
$4
$3
$2
$1
$0
$3,508
$1,603
$1,889
FY19
FY20
FY21
$5
$4
$3
$2
$1
$0
$4,555
$3,183
$2,243
FY19
FY20
FY21
Gross Sales (’000)
SaaS Customers
5000
4000
3000
2000
1000
0
$4,165
$2,868
$1,941
FY19
FY20
FY21
250
200
150
100
50
0
205
167
62
FY19
FY20
FY21
At the end of FY21, OpenLearning had over 3.12 million enrolments from 5.12 million registered learners in courses
provided by over 205 education providers, making it one of the world’s largest online education platforms.
Cumulative Unique Users (’000)
Cumulative Enrolments (’000)
3500
3000
2500
2000
1500
1000
500
0
3,120
2,730
1,735
FY19
FY20
FY21
6000
5000
4000
3000
2000
1000
0
5,120
4,410
2,540
FY19
FY20
FY21
OpenLearning ended FY21 with a strong and advanced pipeline of potential clients in Australia and Malaysia, and with
a number of additional clients already secured and expected to commence utilising the Company’s platform in FY22.
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Managing Director’s Report (Cont.)
A different approach to Online Program Delivery (OPM)
OpenLearning
Traditional OPM
Xyz
#$%
• Same learning platform used
• Different learning plaroform
for all programs.
for each program.
• Student-centric delivery model
for higher learner engagement
and satisfaction.
• Delivery quality and student
experience vary.
An expanded
product offering
feeds growth in
Program Delivery
revenue stream
OpenLearning’s Program
Delivery segment grew
in importance over FY21
as the Company launched
two programs targeting
large accessible markets
in partnership with
top institutions.
Learning
platform
quality
Ability
to scale
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• One program accepted
by multiple institutions,
more scalable.
• One program to only one
institution, difficult to scale.
The first of these was the UNSW
Transition Program Online (TPO),
a highly scalable four‑month
preparation program delivered by
OpenLearning in collaboration with
UNSW Global, which provides
prospective international students
with direct‑entry into the University
of New South Wales, a global
top 50 university.
The TPO leverages activity‑based
learning, personalised coaching,
portfolio‑based continuous
assessment and high stakes
interviews by leveraging technology
led student engagement and
identity verification pioneered by
the OpenLearning platform.
The first intake of the TPO occurred
in March 2021. It was highly
successful, with 86% of students
receiving an offer from UNSW for
either a degree or diploma after
completing the TPO. The program
subsequently completed further
intakes in August, September and
November 2021. Looking ahead,
five intakes are scheduled for 2022.
OpenLearning and UNSW Global
are now aiming to increase the
number of other universities that
recognise the program. To this
end, seven universities across the
United Kingdom, New Zealand
and Australia, in addition to UNSW,
have already recognised the TPO.
In a clear pointer to the market
demand, revenue from the TPO
exceeded investment within its first
year of operation.
OpenLearning’s second Program
Delivery offering, the recently
introduced technology upskilling
micro‑credential named Computer
Science 101 (CS101), is now also
gaining traction. CS101 comprises
four short courses that are designed
by industry to up‑skill working
professionals in computational
thinking and programming. It brings
together industry experts and
leading technology companies,
including Microsoft, Canva,
Chronosphere, Alibaba Cloud and
CT4, and is expected to grow further
over time.
OpenLearning started development
of CS101 in Q2 FY21, a task that also
extended across the Company’s Q3
FY21. The first CS101 intake
occurred in OpenLearning’s H2 FY21
and new cohorts will run throughout
2022. OpenLearning is targeting the
corporate and higher education
sectors in its key markets of
Australia, Malaysia and Singapore.
Attracting international students from across the globe with the UNSW Transition Program Online
Including students who have paid or received offers.
Tech industry
experts
Leading tech
companies
Tertiary education providers
Australian tech workforce to grow 2x faster than
other occupations, resulting in 809k tech workers
by 2024, an increase of 113k from 2019.
OpenLearning’s CS101 is
leveraging off growing demand
for computer/tech skills.
The program comprises four main
topics, providing a solid foundation
in computer science:
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Introduction to programming
and computational thinking
Problem solving with
automation and storage
Data structures from
C to Python
Abstract data types and
program design
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Managing Director’s Report (Cont.)
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Major partnerships to drive
future growth
The past year saw an acceleration in
the adoption of online learning and
greater acceptance of online
degrees, short courses and
micro‑credentials by both domestic
and international students.
OpenLearning has successfully
positioned itself to capitalise on this
and signed a number of significant
agreements with top tier
organisations that are expected to
drive future revenue growth.
In 2021, the Company transitioned
a large number of its customers to
usage‑based software‑as‑a‑service
plans with fees set based on the
number of educators, learners or
organisations utilising the platform.
While this change resulted in a
short‑term decline in revenue from
some customers, it will ensure that
the Company’s subscription revenue
is more closely aligned to usage of
the OpenLearning platform.
In late April 2021, the Company
announced it had signed a SaaS
agreement with Afterpay Corporate
Services Pty Ltd (Afterpay). In July,
Afterpay began delivering courses
on OpenLearning with the launch of
a free financial literacy education
program for retail workers in
partnership with the Australian
Retailers Association. Afterpay is
the first ASX20 company to directly
leverage OpenLearning’s technology
platform and signifies growing
interest from large companies in
online education.
In mid‑June 2021, OpenLearning
announced it had signed a 5‑year
platform SaaS agreement with the
University of Wollongong (UOW)
with a minimum contract value of
$624,250 including GST. UOW is a
global top 200 university in the QS
World University Rankings 2021 and
has over 36,000 students across
campuses in Australia, Malaysia,
Hong Kong and Dubai. UOW intends
to utilise OpenLearning’s platform
to deliver short courses and
micro‑credentials, as it expands
its lifelong learning offering.
In 2021, the Company substantially
enhanced the technology behind
the Biomedical Education Skills and
Training (BEST) Network. The BEST
Network is a member‑based
collaboration of five Australian
universities and five international
universities in addition to the
founding members, UNSW and
The University of Queensland (UQ),
who pay an annual membership fee,
a portion of which will go to the
Company, to participate in
the network.
The BEST Network’s most widely
used application is Slice, a curated
collection of over 21,000 medical
images. Slice, an innovative cloud
application, functions as a kind of
“Google Maps of biomedical
images”. Its capacity to display and
annotate “virtual microscopy”
images enables faculty at the world’s
top universities to provide their
students with images of human,
animal and microbial tissues, both
in health and disease.
Development of OpenCreds
and enhancements to
OpenLearning’s platforms
In FY20, the Company launched
OpenCreds, Australia’s first
cross‑sector micro‑credentialing
framework and subsequently
launched a version for Malaysia later
in the year. OpenCreds enables
education providers to adapt to the
fast‑changing nature of work by
providing a common structure
through which they can deliver
micro‑credentials across higher
education, vocational education,
and industry.
OpenCreds gained traction in FY21
with over 56 OpenCreds being
developed and launched for public
enrolment by education providers
from Australia and Malaysia on the
OpenLearning platform. Overall,
OpenCreds is now being adopted by
education providers across all
sectors, including universities,
vocational colleges and professional
learning providers.
For the first time, selected
OpenCreds are being promoted
nationwide through Open University
Australia’s marketplace as a result of
the agreement the Company signed
with Open University Australia
in FY20.
Throughout FY21, OpenLearning
continued to implement
enhancements to the OpenLearning
platform to speed up customer
onboarding, self‑service course
design, learning analytics, learner
engagement and portfolios. In
addition, the Company made a
number of improvements to its
assessment tools, integration and
developed a new set of tools to
identify academic misconduct in
online learning.
Corporate
In late FY21, OpenLearning
announced that global investment
group Alchemy Tribridge Sapphire
Pty Ltd (ATL) had taken an
approximate 17% stake in the
Company via a placement. ATL also
now has options to acquire a further
circa 3%, making it OpenLearning’s
largest shareholder. In conjunction
with the placement, the Company
conducted a rights issue to eligible
shareholders to enable them to
participate alongside ATL at the
same price per share.
OpenLearning ended FY21 with cash
on hand as at 31 December 2021 was
$4.59 million, inclusive of the
proceeds of the placement to ATL.
Post year end, OpenLearning’s cash
holdings were further boosted by
$1.58 million received from a rights
issue to eligible existing
OpenLearning shareholders.
The funds raised will be utilised by
the Company to continue executing
its multi‑faceted growth strategy,
which includes:
• The provision of an end‑to‑end
platform for education providers
to move online and capitalise on
demand for lifelong learning;
•
Investment in product‑driven
growth to increase sales and
marketing efficiency;
• Expansion of its SaaS model’s
addressable market by targeting
new sectors, including registered
training organisations and private
education providers in Australia
and Malaysia;
•
Increasing enrolments and
university partners for the UNSW
Transition Program Online; and
• Entry into the corporate
up‑skilling and higher education
markets with Computer Science
101 (CS101) and
Technology‑focused OpenCreds.
Critical importance
of higher education to the
Australian economy
Few industries are as critically
important to Australia’s economy
and our society as education. While
technology is already transforming
vast sections of our country,
education providers have been slow
to adapt – opting for incremental
improvements as opposed to
ground‑breaking transformation.
This dynamic is beginning to change.
Students and working professionals
require news skills to adapt to new
ways of working, they’re demanding
short courses rather than multi‑year
degrees. It is becoming increasing
clear that higher education is moving
and must move from a
once‑in‑a‑lifetime product to lifelong
learning experience.
The opportunity ahead of the
Company is significant – in Australia,
Malaysia, Southeast Asia and around
the world as millions of people look
to further their education online.
Globally, there are only a handful of
companies that are well placed to
benefit from this once in a generation
change and OpenLearning is leading
the way. While significant change
always takes time, the pace is
definitely accelerating.
Strong team and foundations
I would like to thank my fellow
directors, chairman Kevin Barry,
Professor Beverley Oliver, Spiro
Pappas, David Buckingham and Maya
Hari for their guidance and support
over the past year. I would also like to
welcome Ben Shields, who joined the
Board at the end of FY21.
I’m proud to work alongside our
diverse team across Australia,
Malaysia, Indonesia and beyond,
as well as our highly regarded
leadership team, including founder
and CTO David Collien, Managing
Director for Australia Cherie Diaz,
Managing Director for Malaysia
Sarveen Kandiah, CFO Huat Koh and
Strategy Director Christina He.
We’ve started 2022 in a strong
position with multiple strategic
growth initiatives underway. In the
near‑term, we are focused on
growing our Platform Subscription
revenue by investing in sales and
marketing and implementing
enhancements to our platform,
and supporting our partners in the
Program Delivery segment with
new intakes of the UNSW Transition
Program Online and CS101
already underway.
In FY22, we hope to see our
investments in recent partnerships
drive our revenue growth and the
successful onboarding of more top
tier organisations onto the
OpenLearning platform. We look
forward to the year ahead and we
thank all our shareholders for their
support in FY21.
Kind regards
Adam Brimo
Managing Director & Group CEO
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Chairman’s
Report
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Dear fellow Shareholders,
I am delighted to present
OpenLearning Limited’s
Annual Report for the
financial year ended
31 December 2021.
The Company develops and
operates an online education
platform (Platform) on a
software‑as‑a‑service (SaaS)
business model whose primary
customers are education providers
based in Australia and the
South‑East Asian markets and
delivers programs in partnership
with top institutions.
In FY21, the Company successfully
expanded into program delivery
with the successfully
commencement of the UNSW
Transition Program Online (TPO),
an innovative program developed in
collaboration with UNSW Global for
international students to gain entry
into a global top 50 university.
FY21 Year Results
In FY21, the Group continued its focus
on growing revenue and securing
partnership agreements with top tier
education providers by expanding its
sales, partnerships and marketing
teams, and investing in customer
success, product development and
establishing new programs including
UNSW TPO and CS101.
The advent of COVID‑19 in early
2020, leading to imposition of
stay‑at‑home measures, resulted in
education providers placing
emphasis on delivery of their
courses online and greater students’
enrolment in online courses. The
Group was well positioned to
support education providers as they
began to move online and was able
to secure a number of new clients
and long‑term partnerships that
have the potential to generate
substantial new revenue.
The Group’s efforts, in combination
with a renewed interest in online
education, resulted in a substantial
increase in the Group’s revenue,
which increased 86% y‑o‑y.
The Group transitioned from
predominately a free platform
and revenue share model to a
subscription platform. However,
this resulted in a reduction in gross
margin for Marketplace comparing
FY21 against FY20.
The group achieved revenue growth
of 86% to $3,507,542 in FY21. Loss
after tax for FY21 increased by 19.6%
YoY to $(6,726,080) as a result of
investments in sales, marketing and
new program development.
Despite the Group’s losses, cash and
cash equivalents remained at
$4,588,563 as at 31 December 2021
arising from a capital raising
completed in November 2021.
Post year‑end, the Company
received $1.58 million from a rights
issue to eligible existing
OpenLearning shareholders.
Net cash flows used in operating
activities were $(6,009,498) in FY21
as the Group invested in
establishing a number of strategic
partnerships and programs in
exchange for a share of future
revenues from those initiatives.
Strategy
The Company’s strategy is to
provide a complete technology
solution to education providers so
that they can delivery higher quality
online programs. In order to grow
SaaS revenue, the Company is
expanding its sales and marketing
team, improving sales efficiency and
focusing on aligning SaaS revenue to
platform usage.
At the same time, the Company
was able to establish its program
delivery business in FY21 with the
successful commencement of the
UNSW TPO – a great effort from our
team in collaboration with UNSW
Global. The TPO is a highly scalable
program for prospective
international student that is already
being accepted by universities in the
United Kingdom and New Zealand,
in addition to Australia, where it
provides direct entry into UNSW,
a global top 50 university.
Towards the end of FY21, the
Company launched Computer
Science 101 (CS101), a computer
science micro‑credential program
designed to bridge the skills gap, led
by Founder and CTO David Collien
and in collaboration with leading
tech companies and experts.
The Company is investing in its
online sales channel and website to
acquire and onboard Platform SaaS
clients online and through inside
sales, which will enable it to service
clients beyond its existing markets.
People
Our team in the Company is truly
committed to bring our business
strategy to fruition. On half of the
Board, I would like to thank each and
every one of our dedicated team
members for their hard work and
adaptability throughout the year in
the face of the challenges brought
about by COVID‑19 around the world.
Looking Ahead
As the world looks forward to a new
normal as COVID‑19 is brought
under control, the Company is well
positioned to capitalise on the
continued shift towards online
education as well as a return to
on‑campus education through its
university partnerships, including the
UNSW Transition Program Online,
which provides direct entry into
UNSW for international students.
Through the work that has been
performed in FY21, the Board
believes the Company is well
positioned to grow and build up
its position as one of the leading
lifelong learning platforms and
education technology companies
in the market.
Kevin Barry
Chairman
Financial
Report
Directors’ Report
Auditor’s Independence Declaration
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Shareholder Information
Corporate Directory
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Directors’ Report
Your directors present their report on the Consolidated Entity (referred to herein as the Group) consisting of OpenLearning
Limited and its controlled entities for the financial year ended 31 December 2021.
Directors
The following persons were directors of OpenLearning Limited during or since the end of the financial year up to the date
of this report:
Kevin Barry
Adam Brimo
Spiro Pappas
Non‑Executive Chairman
Managing Director and Group CEO
Non‑Executive Director (re‑designated from executive director on 17 April 2021)
David Buckingham
Non‑Executive Director
Professor Beverley Oliver
Non‑Executive Director (resigned on 22 March 2022)
Maya Hari
Non‑Executive Director
Benjamin Shields
Non‑Executive Director (appointed on 1 December 2021)
Particulars of each director’s experience and qualifications are set out later in this report.
Principal Activities
The principal activities of the Group during the financial year were:
• online program management serving direct‑entry programs that enable students to enter universities;
• providing a cloud‑hosted social learning platform for delivering short courses, blended learning and online degrees;
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• providing learning design services; and
• promotion and sale of educational courses through a global marketplace.
Review of operations and financial position
Results for financial year 2021 (“FY2021”):
• gross sales of $4,164,930, an increase of 45.2% year‑on‑year (“y‑o‑y”);
•
•
revenue of $3,507,542, an increase of 85.7% y‑o‑y; and
loss after tax of $(6,726,080), an increase in losses of 19.6% y‑o‑y.
2021
$
Revenue from ordinary activities
Revenue comprises of the following:
Platform SaaS fees
Program delivery
Marketplace sales
Services sales
Gross sales
Less: Sharing of revenue with course creators
Revenue
3,507,542
1,888,636
1,433,206
1,611,386
726,822
393,516
1,127,453
–
1,121,159
619,886
4,164,930
2,868,498
(657,388)
(979,862)
3,507,542
1,888,636
2020
INC/(DEC)
$
%
85.7
27.1
100.0
(35.2)
(36.5)
45.2
(32.9)
85.7
The Group’s revenue growth accelerated in FY2021 as its market share increased in the Australian and Southeast Asian
online lifelong learning market.
Strategy
OpenLearning offers a unique lifelong learning platform, encompassing short courses, micro‑credentials and
qualifications. OpenLearning is building its client base by empowering education providers to operate and enter the
online lifelong learning market with a suite of products, including:
• Platform Subscription: Providing an innovative learning platform and tools on a SaaS model to enable education
providers to deliver courses online.
• Program Delivery: Partnering with top institutions to deliver programs on the OpenLearning platform with capabilities
across full spectrum of program delivery.
• Value‑added services: Providing a marketplace and learning design services to clients to drive network effects and
accelerate platform adoption.
The Group is successfully capitalising on the accelerated shift towards online education through multi‑year agreements
with leading education providers. OpenLearning ended FY2021 with 205 Platform Subscription customers and over
3 million learners and 5 million enrolments in courses making it one of Australia and Southeast Asia’s largest lifelong
learning platforms.
Financial highlights for FY2021
The Company is focused on growing revenue from its Platform Subscription and Program Delivery product lines, together
categorised as ‘Platform Revenue’. With the introduction of the Program Delivery product line in FY2021, the Group has
seen accelerating growth in Platform Revenue:
Platform Revenue (AUD, $ million)
$4
$3
$2
$1
$0
+170%
3.045
+56%
1.127
0.723
2019
2020
2021
The Group’s gross sales, which includes value‑added services increased by 45.2% y‑o‑y to $4,164,930 and after deducting
revenue shared with education providers, revenue grew strongly by 85.7% y‑o‑y to $3,507,542. The Group’s cash receipts
increased by 43.1% y‑o‑y to $4,555,236, as a result of upfront payments from learners and SaaS customers.
Group Revenue (AUD, $ million)
Cash Receipts (AUD, $ million)
$5
$4
$3
$2
$1
$0
3.508
1.603
1.889
2019
2020
2021
$5
$4
$3
$2
$1
$0
4.555
3.183
2.243
2019
2020
2021
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Directors’ Report (Continued)
Investment in platform and products
The Group is prioritising revenue growth and has continued to invest in its lifelong learning platform and the establishment
of the Program Delivery segment, which began generating revenue in FY2021 and includes:
1. Biomedical Education Skills and Training (BEST) Network, which enables medical education to be delivered online
with a library of 21,000 medical images from leading universities;
2. OpenLearning self‑service SaaS, which enables self‑service payment and onboarding for education providers to utilise
OpenLearning’s lifelong learning platform;
3. UNSW Transition Program Online, a four‑month direct entry program for prospective international students delivered
by OpenLearning in partnership with UNSW Global;
4. CS101, a micro‑credential designed by leading tech companies, industry experts and educators to up‑skill working
professionals in computer science and programming; and
5. OpenCreds, a lifelong learning micro‑credentialling framework designed to become an industry standard in Australia
and Malaysia.
To ensure the success of these initiatives, the Group expanded its team and increased its investment in sales and
marketing in FY2021. The Group’s main operating expenses by function and investments spent were:
Operating expenses
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Sales and marketing
Platform design and development
Program and service delivery
Investing activities
New programs
Total investment in growth initiatives
YEAR ENDED
YEAR ENDED
31 DECEMBER
2021
$
31 DECEMBER
2020
$
1,906,077
1,510,779
2,697,846
1,508,542
1,261,615
1,069,365
710,130
6,824,832
147,990
3,987,512
As a result of these investments, the Group’s loss after tax for FY2021 increased by 19.6% y‑o‑y to $6,726,080.
Despite the Group’s losses, cash and cash equivalents remained healthy at $4,588,563 as at 31 December 2021 assisted
by a share placement.
Conclusion
The Group successfully executed against a number of key contracts during FY2021 thanks to the hard work and dedication
of employees and the support of its partners. The directors are grateful for the support of the Company’s shareholders
and are ensuring that funds are invested prudently.
The directors are pleased to report that investments made in the preceding twelve months in the new Program Delivery
segment have already generated revenue in excess of the initial investment and the development of a new computer
science program (CS101) has been completed and launched. With both components of Platform Revenue increasing in
FY2021, OpenLearning is well positioned to capture an increasing share of the online lifelong learning market.
Significant changes in the state of affairs
The following significant changes in the state of affairs of the Group occurred during the financial year:
(i) The Company issued 31,182,796 ordinary shares at $0.093 each to a new investor, Alchemy Tribridge Sapphire Pty Ltd
(‘Alchemy Tribridge’), pursuant to a share placement exercise in November 2021; and
(ii) The Company also issued 2,150,537 ordinary shares to certain nominees of Alchemy Tribridge as facilitation shares at nil
consideration in connection with the share placement.
Events after the reporting period
During the financial year, the Company undertook a pro‑rata non‑renounceable entitlement issue of 1 share for every
6 shares held by shareholders registered at record date at an issue price of $0.093 per share. The prospectus for this
entitlement issue also contains an offer to Alchemy Tribridge of 6,422,908 options exercisable at $0.093 per share on or
before 30 September 2022.
The pro‑rata non‑renounceable entitlement issue closed after the financial year end on 14 January 2022. As a result,
the Company issued 17,026,099 shares raising $1,583,427 from eligible shareholders. The Company intends to place to
institutional investors the shortfall amount of $1,475,626 arising from the entitlement issue.
Future development, prospects and business strategies
The effects of Covid‑19 in the past year resulted in increasing acceptance of online learning delivery by education
providers, especially in the lifelong learning segment, which is comprised of short courses and micro‑credentials for
professional development. The Group has secured a number of new customers and strategic partners over the past two
years, some of which have already contributed to the Group’s revenue in FY2021. Among these are:
• an agreement with UNSW Global for the delivery of the UNSW Transition Program Online, which commenced
operation in FY2021;
•
•
the implementation of usage‑based software‑as‑a‑service pricing for the OpenLearning platform, which closely ties
platform usage to revenue thereby improving the economics of the Platform SaaS business;
the launch of CS101, a computer science micro‑credential program that is distributed to corporates and working
professionals in partnership with tech companies and education providers; and
• an agreement with The University of Queensland and UNSW for the Biomedical Education Skills and Training Network,
which began generating revenue in FY2021.
The Group continues to implement significant enhancements to its platforms to speed up customer onboarding,
self‑service course design, learning analytics, learner engagement and portfolios. This will strengthen the appeal
of the platforms and drive revenue growth.
The Group is currently reviewing its strategy to ensure it is sufficiently capitalising on its position in the lifelong learning
market and is exploring strategic opportunities to increase shareholder value.
Environmental issues
The Group’s operations are not regulated by any significant environmental regulations under the laws of the countries
where the Group operates in.
Dividends
No dividends were paid or declared during or since the end of the financial year and there were no declared dividends
unpaid at the date of this report.
Indemnification and insurance of directors and officers
During the year, the Group has paid a premium in respect of an insurance contract insuring all directors and officers of the
Group against liabilities incurred in the capacity as a director or officer of the Group.
Indemnification and insurance of auditor
During the year, the Group has not indemnified or agreed to indemnify the auditor of the Company.
Proceedings on behalf of the Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings
to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of
those proceedings.
The Company was not a party to any such proceedings during the year.
Non‑audit Services
The Board of Directors is satisfied that the provision of non‑audit services during the year is compatible with the general
standard of independence for auditors imposed by the Corporations Act 2001. No other fees were paid or payable to the
auditors for non‑audit services performed during the year ended 31 December 2021.
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Directors’ Report (Continued)
Auditor’s Independence Declaration
The lead auditor’s independence declaration for the year ended 31 December 2021 has been received and can be found
on page 38 of the financial report.
Options
At the date of this report, the unissued ordinary shares of OpenLearning Limited under option are as follows:
GRANT DATE
9 December 2019
9 December 2019
28 October 2021
28 October 2021
24 January 2022
DATE OF EXPIRY
9 December 2022
9 December 2022
31 August 2024
27 April 2025
30 September 2022
EXERCISE PRICE
PER SHARE
NUMBER UNDER OPTION
$0.20
$0.30
$0.30
$0.30
$0.093
2,793,333
5,000,000
250,000
1,000,000
6,422,908
Option holders do not have any rights to participate in any issues of shares or other interests of the Company or any
other entity.
For details of options issued to directors and executives as remuneration, refer to the remuneration report.
Other than the above, there have been no options granted over unissued shares or interests of any controlled entity within
the Group during or since the end of the reporting period.
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Performance rights
As at the date of this report there are 950,000 performance rights convertible to shares on 1:1 basis on issue
(2020: 2,325,000).
These 950,000 performance rights shall vest over 3 years with 1/3 vesting annually on the condition that the Company’s
volume weighted average share price over any 30 consecutive trading days is equal to or higher than 55 cents. None of
these performance rights vested during FY2021.
Information Relating to Directors and Company Secretary
KEVIN BARRY
Qualifications
Experience
NON‑EXECUTIVE CHAIRMAN
B.Comm, LLB
Kevin Barry is a director of TCAP Australia and Thakral Capital Holdings.
His responsibilities include execution of investment opportunities, oversight and
management of development projects, origination of senior construction and
investment finance. Kevin is also the TCAP group representative director for the
GemLife retirement business.
Kevin has over 24 years’ experience in law, property finance and funds management.
Initially he started as a structured finance lawyer in Sydney with KPMG & Blake Dawson,
and then London with Norton Rose. In 2001, he moved to investment banking at Zurich
Capital Markets Asia where he was Senior Vice President responsible for the structuring
and execution of their principal finance business. He subsequently managed CHOPIN
structured finance business whose primary activities included originating fixed income
products across various asset classes. Prior to joining the TCAP group, Kevin was
involved in setting up the credit strategies funds management business at Pengana
Capital. Since 2010, Kevin has been on the Board as Chairman of the ASX‑listed ICS
Global Limited (ASX: ICS).
Interest in Shares
and Options
1,839,788 fully paid ordinary shares.
Options to acquire a further 1,000,000 ordinary shares.
Special Responsibilities
Member of Audit Committee and Remuneration Committee.
Directorships held in other
listed entities during the
three years prior to the
current year
ADAM BRIMO
Qualifications
Experience
Current director of ICS Global Limited (since 23 July 2010).
MANAGING DIRECTOR AND GROUP CEO
B.Eng (Software), B.Arts (Politics)
Adam Brimo is listed in the 2017 Forbes 30 Under 30 Asia for Consumer Technology,
The Pearcey Foundation’s 2018 NSW Tech Entrepreneur Hall of Fame and is a recipient
of the 2011 UNSW Alumni Graduand Award.
Adam previously worked at Macquarie Bank as a Software Engineer in the Fixed
Income, Currencies and Commodities Group and at Westpac Institutional Bank as a
Senior Software Engineer.
In 2010‑2011, Adam led the successful Vodafail consumer activist campaign, which
resulted in nationwide media coverage, an ACMA inquiry and a $1bn network upgrade
for Vodafone’s Australian business. Adam was named the Consumer Activist of the Year
in 2011 by Choice Magazine for his transformative impact on the telecommunications
sector in Australia.
In 2012, Adam joined UNSW Professor Richard Buckland and David Collien to found
OpenLearning.com, a lifelong learning platform. Since that time, over 3 million students
have joined courses, including the first massive open online courses (MOOCs) from
Australia and Malaysia.
Interest in Shares
and Options
6,682,475 fully paid ordinary shares.
Special Responsibilities
Group CEO
Directorships held in other
listed entities during the
three years prior to the
current year
None
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Directors’ Report (Continued)
SPIRO PAPPAS
Qualifications
Experience
NON‑EXECUTIVE DIRECTOR
B.Comm (Merit), AICD
Spiro Pappas is a business leader with over 30 years of experience predominantly in the
financial services industry.
Since leaving NAB in July 2018, Spiro has served on a number of boards. In addition to
his role at Open Learning, Spiro is currently the Chairman of Atlas Iron and OpenInvest
(Wealthtech). Spiro is also an NED of DataMesh Group (Payment Fintech) and Cognian
Technologies (IoT Proptech).
At NAB, Spiro performed several leadership roles including Executive General Manager
of Global Institutional Banking, CEO of Asia and Executive General Manager of
International and Innovation.
Prior to NAB, Spiro worked in Sydney, London and New York with Deutsche Bank and
then over 11 years in London with ABN AMRO/RBS where he managed a number of
global businesses including Debt Capital Markets, Client Coverage for Financial
Institutions and Corporate Finance and Advisory.
Spiro has also served on the Advisory Board of both the Australia China Business
Council and the Australia Japan Business Cooperation Council and was a Board
Member of the European Australian Business Council.
Spiro was also a member of a taskforce advising the Federal Government on how to
enable the SME sector for the digital age.
Interest in Shares
and Options
28
3,679,091 fully paid ordinary shares.
Options to acquire a further 1,000,000 ordinary shares.
Special Responsibilities
Member of Audit Committee.
Directorships held in other
listed entities during the
three years prior to the
current year
Splitit Payments Ltd (appointed 20 January 2019; resigned 8 February 2021).
DAVID BUCKINGHAM
NON‑EXECUTIVE DIRECTOR
Qualifications
Experience
Engineering Science B.Tech (Hons), ACA ICAEW, GAICD
David Buckingham is the non‑executive Chairman of ASX‑listed Pentanet Limited
(ASX: 5GG) and a non‑executive director of ASX‑listed Nuheara Limited (ASX: NUH).
David was previously the Group CEO and Managing Director of Navitas (ASX: NVT)
from 2018‑2019 and the CFO from 2016‑2018.
David has a diverse educational background and impressive career which he began
in the United Kingdom with PricewaterhouseCoopers. He later moved into the
telecommunications industry to which he devoted much of his career. He has worked
for Telewest Global as the Group Treasurer and Director of Financial Planning,
Virginmedia, as Finance Director Business Division and iiNet where he held the roles
of Chief Financial Officer and Chief Executive Officer between 2008 and 2015.
Interest in Shares
and Options
416,666 fully paid ordinary shares.
Options to acquire a further 1,000,000 ordinary shares.
Special Responsibilities
Member of Audit Committee.
Directorships held in other
listed entities during the
three years prior to the
current year
Current Director of Way2Vat Limited (since 9 September 2021).
Current Director of Hiremii Limited (since 3 May 2021).
Current director of Pentanet Limited (since 9 September 2020).
Current director of Nuheara Limited (since 1 November 2019).
Navitas Limited (Appointed 1 July 2018; Resigned 5 July 2019).
PROFESSOR BEVERLEY OLIVER
NON‑EXECUTIVE DIRECTOR
Qualifications
Experience
BA( (Hons), M.Phil PhD W.Aust, GradDipEd Murdoch, GAICD PFHEA
Emeritus Professor Beverley Oliver is an education change leader, a Principal Fellow of
the Higher Education Academy, and an Australian National Teaching Fellow. She works
as a higher education consultant and researcher in areas such as digital education,
micro‑credentials, curriculum transformation, quality assurance and graduate
employability.
Beverley was Deputy Vice‑Chancellor Education at Deakin University (2013‑2018),
Deputy Chair of Universities Australia’s Deputy Vice‑Chancellors (Academic) (2018)
and Deputy Chair of the Board of EduGrowth, a not‑for‑profit entity and Australia’s
acceleration network for high‑growth, scalable, borderless education (2016‑18).
Beverley’s leadership has been recognised through two national Citations for
Outstanding Contributions to Student Learning and several nationally funded grants
and two fellowships. In 2017, she was awarded Deakin University’s highest honour, the
title of Alfred Deakin Professor, for her outstanding and sustained contribution to
conceptualising the strategic enhancement of courses in the digital economy and
furthering Deakin University’s research and scholarship in the field of higher education.
Interest in Shares
and Options
Options to acquire 1,000,000 ordinary shares.
Special Responsibilities
Member of Remuneration Committee.
Directorships held in other
listed entities during the
three years prior to the
current year
None
MAYA HARI
Qualifications
Experience
NON‑EXECUTIVE DIRECTOR
MBA, MS Engineering
Maya Hari is a global leader in technology as well most recently having spent 7+ years
in Twitter serving as VP, Global Strategy & Operations and the VP & Managing Director,
Asia Pacific at Twitter. Asia Pacific has been the growth engine for Twitter in recent
years. Maya’s focus has been to fuel Twitter strategy and rapid growth in key markets
such as China, India, Australia and Indonesia. Maya brings diverse business experience
having led functions in Sales, Marketing & Product Management. She serves as a
director of the following entities in Singapore: TIE Singapore (a Non‑Profit focused on
fuelling the entrepreneurial ecosystem), Aviva Singlife Holdings Pte Ltd, Aviva Ltd and
Singapore Life Pte Ltd.
Prior to Twitter, Maya spent 16+ years in the digital media, mobile and eCommerce in
the US and in Asia Pacific region for brands such as Google, Samsung, Microsoft &
Cisco. She was also responsible for the digital transformation & re‑engineering of
media powerhouse Conde Nast in Asia.
Interest in Shares
and Options
Options to acquire 1,000,000 ordinary shares.
Special Responsibilities
Member of Remuneration Committee.
Directorships held in other
listed entities during the
three years prior to the
current year
None
1
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
29
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
i
m
L
g
n
n
r
a
e
L
n
e
p
O
Directors’ Report (Continued)
BENJAMIN SHIELDS
NON‑EXECUTIVE DIRECTOR
Qualifications
Experience
Interest in Shares
and Options
Special Responsibilities
Directorships held in other
listed entities during the
three years prior to the
current year
30
B.Bus, MBA
Ben is a senior‑level professional with twenty years of corporate strategy, strategy
execution and transformation experience.
In his corporate career and as a consultant, Ben has worked throughout Asia (China,
Singapore, Hong Kong, Indonesia, Korea, Japan), the US and UK, primarily in the areas
of growth strategy, mergers and acquisitions strategy, commercial & operational due
diligence and strategy execution and organisational transformation.
Ben is Managing Director of Alchemy Growth, a boutique strategy advisory firm and is
a Founding Partner of Alchemy Tribridge, the global investment firm. Ben was previously
a Partner at Deloitte for more than twelve years.
In his community role, Ben is Chair of headspace National Youth Mental Health
Foundation and is a Board member of PCYC NSW.
Ben has a Master of Business Administration from the University of Western Australia
and is a member of the Australian Institute of Company Directors.
334,903 fully paid ordinary shares
None
None
NOVA TAYLOR
Qualifications
Experience
JOINT COMPANY SECRETARY
BA Laws, BA Science – Deakin University
Approximately 5 years’ experience working in Company Secretary and Assistant
Company Secretary roles with listed companies. She previously worked for
Computershare Investor Services Pty Limited in various roles for over 10 years.
ROBYN SLAUGHTER
JOINT COMPANY SECRETARY
Qualifications
MSc Corporate Governance with Graduate ICSA – London South Bank University
Experience
BA (Hons) Accounting and Finance – University of Lincoln
Qualified Governance Professional (CGI) and Associate of the Governance Institute of
Australia (GIA), who holds a Masters degree in Corporate Governance and a Bachelors
degree in Accounting and Finance. Ms Slaughter is currently a Company Secretary of
and provides company secretarial support to various ASX listed, unlisted public and
private companies across a range of Industries including financial services,
biotechnology and healthcare, technology, cyber security and manufacturing.
Meetings of Directors
During the financial year 2021, 10 meetings of directors (including committees of directors) were held. Attendances by each
director during the year was as follows:
DIRECTORS’ MEETINGS
AUDIT COMMITTEE
REMUNERATION COMMITTEE
NUMBER
ELIGIBLE TO
ATTEND
NUMBER
ATTENDED
NUMBER
ELIGIBLE TO
ATTEND
NUMBER
ATTENDED
NUMBER
ELIGIBLE TO
ATTEND
NUMBER
ATTENDED
Kevin Barry
Adam Brimo
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
Benjamin Shields*
8
8
8
8
8
8
–
8
8
7
8
8
8
–
* Benjamin Shields was appointed to the Board on 1/12/2021.
2
–
2
2
–
–
–
2
–
1
2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Remuneration Report
The Remuneration Report for Non‑Executive Directors, Executive Director and other Key Management Personnel have
been prepared under the following main headings:
(i) Remuneration policy;
(ii) Details of remuneration;
(iii) Service agreements;
(iv) Share‑based remuneration; and
(v) Other information.
(i) Remuneration Policy
The remuneration policy of the Group has been designed:
•
•
to align rewards to business outcomes that deliver value to shareholders;
to create a high performance culture by setting challenging objectives and rewarding individuals based on
performance targets met; and
•
to ensure remuneration is competitive in line with market to motivate and retain executive talent.
The Board has established a Remuneration Committee which is responsible for determining and reviewing remuneration
arrangements for the Directors and the executive team.
The remuneration structure adopted by the Group consists of the following components:
•
•
fixed remuneration being annual salary; and
short term incentives, being employee share schemes and bonuses for selected executives.
The payment of bonuses, share options, performance rights and other incentive payments are reviewed by the
Remuneration Committee annually and a recommendation is put to the Board for approval. All bonuses, options,
performance rights and incentives are linked to pre‑determined performance criteria.
1
2
0
2
t
r
o
p
e
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l
a
u
n
n
A
31
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
i
m
L
g
n
n
r
a
e
L
n
e
p
O
Directors’ Report (Continued)
(ii) Details of remuneration
The remuneration for key management personnel (KMP) of the Group during the year was as follows:
SHORT‑TERM BENEFITS
POST‑EMPLOYMENT
BENEFITS
LONG‑TERM BENEFITS
SHARE‑BASED PAYMENTS
EQUITY‑SETTLED
SALARY
AND FEES
PROFIT SHARE
AND BONUSES
NON‑
MONETARY
LEAVE AND
OTHER
ANNUATION
OTHER
LSL
UNITS
RIGHTS
PAYMENTS
INCENTIVE
PLANS
SHARES/
OPTIONS/
CASH‑
SETTLED
SHARE‑
BASED
TERMIN‑
ATION
BENEFITS
Executive Director
Adam Brimo
Non‑Executive Directors
Kevin Barry
Spiro Pappas
David Buckingham
32
Professor Beverley Oliver
Maya Hari
Benjamin Shields
Other KMP
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
Total KMP
$
250,000
214,583
70,000
63,927
98,853
149,848
45,558
45,662
45,558
45,662
56,131
52,938
3,788
–
249,769
226,058
104,681
105,790
180,000
162,116
180,000
168,077
175,000
41,761
1,459,338
1,276,422
2021
2020
2021
2020
20211
2020
2021
2020
2021
2020
2021
2020
20212
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
20203
2021
2020
$
–
51,000
–
–
–
–
–
–
–
–
–
–
–
–
–
70,000
–
20,000
–
35,000
–
15,000
–
4,000
–
195,000
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
20,029
21,526
–
–
–
8,930
–
–
–
–
–
–
–
–
10,817
30,440
2,237
7,421
11,087
19,627
6,376
20,220
3,836
3,803
54,382
111,967
1. Spiro Pappas was re‑designated from Executive to a Non‑Executive Director on 17 April 2021.
2. Benjamin Shields – appointed to the Board on 1 December 2021.
3. Christina He – joined October 2020.
PENSION
AND
SUPER‑
$
–
22,989
20,385
6,073
8,446
12,652
4,442
4,338
4,442
4,338
–
–
–
379
22,989
21,455
16,129
12,858
17,221
15,401
17,273
15,967
17,062
3,967
131,372
117,434
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
27,714
27,714
27,714
27,714
20,786
131,642
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
TOTAL
$
293,018
307,494
70,000
70,000
107,299
171,430
50,000
50,000
50,000
50,000
56,131
52,938
4,167
–
283,575
375,667
123,047
173,783
208,308
259,858
203,649
246,978
195,898
74,317
1,645,092
1,832,465
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(ii) Details of remuneration
The remuneration for key management personnel (KMP) of the Group during the year was as follows:
SHORT‑TERM BENEFITS
POST‑EMPLOYMENT
BENEFITS
LONG‑TERM BENEFITS
EQUITY‑SETTLED
SHARE‑BASED PAYMENTS
Executive Director
Adam Brimo
Non‑Executive Directors
Kevin Barry
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
Benjamin Shields
Other KMP
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
Total KMP
SALARY
PROFIT SHARE
NON‑
LEAVE AND
AND FEES
AND BONUSES
MONETARY
OTHER
$
250,000
214,583
70,000
63,927
98,853
149,848
45,558
45,662
45,558
45,662
56,131
52,938
3,788
–
249,769
226,058
104,681
105,790
180,000
162,116
180,000
168,077
175,000
41,761
1,459,338
1,276,422
2021
2020
2021
2020
20211
2020
2021
2020
2021
2020
2021
2020
20212
2020
2021
2020
2021
2020
2021
2020
2021
2020
2021
20203
2021
2020
51,000
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
70,000
20,000
35,000
15,000
4,000
195,000
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
20,029
21,526
8,930
$
–
–
–
–
–
–
–
–
–
–
–
10,817
30,440
2,237
7,421
11,087
19,627
6,376
20,220
3,836
3,803
54,382
111,967
1. Spiro Pappas was re‑designated from Executive to a Non‑Executive Director on 17 April 2021.
2. Benjamin Shields – appointed to the Board on 1 December 2021.
3. Christina He – joined October 2020.
PENSION
AND
SUPER‑
ANNUATION
$
22,989
20,385
–
6,073
8,446
12,652
4,442
4,338
4,442
4,338
–
–
379
–
22,989
21,455
16,129
12,858
17,221
15,401
17,273
15,967
17,062
3,967
131,372
117,434
OTHER
INCENTIVE
PLANS
LSL
SHARES/
UNITS
OPTIONS/
RIGHTS
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
27,714
–
27,714
–
27,714
–
27,714
–
20,786
–
131,642
CASH‑
SETTLED
SHARE‑
BASED
PAYMENTS
TERMIN‑
ATION
BENEFITS
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
TOTAL
$
293,018
307,494
70,000
70,000
107,299
171,430
50,000
50,000
50,000
50,000
56,131
52,938
4,167
–
283,575
375,667
123,047
173,783
208,308
259,858
203,649
246,978
195,898
74,317
1,645,092
1,832,465
1
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
33
s
e
i
t
i
t
n
E
d
e
l
l
o
r
t
n
o
C
d
n
a
d
e
t
i
i
i
m
L
g
n
n
r
a
e
L
n
e
p
O
Directors’ Report (Continued)
(iii) Service agreements
Remuneration and other terms of employment for the Executive Director and other key management personnel are
formalised in a Service Agreement. The major provisions of the agreements relating to remuneration for the financial year
are set out below:
(a) Adam Brimo (Managing Director and Group CEO)
Adam is paid a base salary of $250,000 per annum (plus superannuation). Adam is also entitled to an incentive bonus
of up to $80,000 payable based on achieving selected and verified performance criteria.
(b) Cherie Diaz (Managing Director, Australia)
Cherie is paid a base salary of $250,000 per annum (plus superannuation). Cherie is also entitled to an incentive bonus
of up to $80,000 payable based on achieving selected and verified performance criteria and 200,000 performance rights.
(c) Sarveen Kandiah (Managing Director, Malaysia)
Sarveen is paid a base salary of MYR330,000 per annum (plus superannuation). Sarveen is also entitled to an incentive
bonus of up to MYR120,000 payable based on achieving selected and verified performance criteria and 200,000
performance rights.
(d) David Collien
David is paid a base salary of $180,000 per annum (plus superannuation). David is also entitled to an incentive bonus
of up to $40,000 payable based on achieving selected and verified performance criteria and 200,000 performance rights.
(e) Huat Koh
Huat is paid a base salary of $180,000 per annum (plus superannuation). Huat is also entitled to an incentive bonus of
up to $20,000 payable based on achieving selected and verified performance criteria and 200,000 performance rights.
34
(f) Christina He
Christina is paid a base salary of $175,000 per annum (plus superannuation). Christina is also entitled to an incentive bonus
of up to $25,000 payable based on achieving selected and verified performance criteria and 150,000 performance rights.
All the above service agreements otherwise contain customary terms for an agreement of such nature, including in relation
to intellectual property being the property of the Group, restraint of trade and confidentially. The service agreements
stipulate a range of two to three‑month resignation periods.
(iv) Share‑based remuneration
Options
All options refer to options over ordinary shares of the Company, which are exercisable on a one‑for‑one basis under the
terms of the agreements.
5,000,000 options were granted to the Directors as disclosed in the table below in FY2019, with the following key
conditions:
• amount payable upon exercise of each option is $0.30;
• option will expire three (3) years following their date of issue; and
• an option not exercised before the expiry date will automatically lapse on the expiry date.
Performance rights
950,000 performance rights were issued in FY2020 to the key management personnel comprising of Cherie Diaz, David
Collien, Sarveen Kandiah, Huat Koh and Christina He, as disclosed in the table below.
These performance rights shall vest over 3 years with 1/3 vesting annually on the condition that the Company’s volume
weighted average share price over any 30 consecutive trading days is equal to or higher than 55 cents.
Options and rights granted as remuneration
GRANT DETAILS
EXERCISED
LAPSED
BALANCE AT
BEGINNING
OF YEAR
ISSUE DATE
NO.
VALUE
NO.
VALUE
NO.
BALANCE
AT END OF
YEAR
NO.
$
(NOTE 1)
Directors
Options
Kevin Barry
1,000,000
9/12/2019
1,000,000
31,632
Spiro
Pappas
1,000,000
9/12/2019
1,000,000
31,632
David
Buckingham 1,000,000
9/12/2109
1,000,000
31,632
Professor
Beverley
Oliver
1,000,000
9/12/2019
1,000,000
Maya Hari
1,000,000
9/12/2019
1,000,000
31,632
31,632
5,000,000
5,000,000
158,160
Performance
rights
Adam Brimo
1,000,000
9/12/2019
2,000,000
375,000
9/12/2019
750,000
1,375,000
2,750,000
David
Buckingham
Other KMP
Performance
rights
–
–
–
Cherie Diaz
200,000
1/10/2020
200,000
27,714
Sarveen
Kandiah
David
Collien
200,000
1/10/2020
200,000
27,714
200,000
1/10/2020
200,000
Huat Koh
200,000
1/10/2020
200,000
Christina He
150,000
1/10/2020
150,000
27,714
27,714
20,786
950,000
950,000
131,642
$
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
(1,000,000)
(375,000)
(1,375,000)
–
–
–
–
–
–
–
–
–
200,000
200,000
200,000
200,000
150,000
950,000
1
2
0
2
t
r
o
p
e
R
l
a
u
n
n
A
35
s
e
i
t
i
t
n
E
d
e
l
l
o
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Directors’ Report (Continued)
Directors
Options
Kevin Barry
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
Other KMP
Performance rights
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
36
VESTED
UNVESTED
BALANCE AT
END OF YEAR
EXERCISABLE UNEXERCISABLE
TOTAL AT END
OF YEAR
TOTAL AT END
OF YEAR
NO.
NO.
NO.
NO.
NO.
(NOTE 2)
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
5,000,000
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
200,000
200,000
200,000
200,000
150,000
950,000
–
–
–
–
–
–
–
–
–
–
–
–
1,000,000
1,000,000
1,000,000
1,000,000
1,000,000
5,000,000
200,000
200,000
200,000
200,000
150,000
950,000
Note 1: The fair value of options granted to Directors and performance rights granted to Other KMP as remuneration as shown
in the above table has been determined in accordance with Australian Accounting Standards and will be recognised as
an expense over the relevant vesting period to the extent that conditions necessary for vesting are satisfied.
Note 2: The exercise period for the vested options is subject to escrow period imposed by the ASX.
Description of Options/Rights Issued as Remuneration
Details of the options and performance rights granted as remuneration to those KMP listed in the previous table are as follows:
GRANT DATE
ISSUER
9 December 2019 Company
1 October 2020
Company
ENTITLEMENT
ON EXERCISE
5,000,000
ordinary
shares
950,000
ordinary
shares
DATES EXERCISABLE
Within 3 years following
grant date
Within 3 years on the
condition that the Company’s
volume weighted average
share price over any 30
consecutive trading days is
higher than 55 cents
VALUE PER
OPTION AT
GRANT
DATE
$
AMOUNT
PAID/
PAYABLE BY
RECIPIENT
$
EXERCISE
PRICE
$
0.30
0.0321
1,500,000
–
0.1391
–
1. Option and performance right values at grant date were determined using the Black‑Scholes method.
(v) Other information
The number of ordinary shares in the Company during the year held by each of the Group’s key management personnel,
including their related parties, is set out below:
Adam Brimo
Kevin Barry
Spiro Pappas
David Buckingham
Professor Beverley Oliver
Maya Hari
Benjamin Shields
Cherie Diaz
Sarveen Kandiah
David Collien
Huat Koh
Christina He
Total
BALANCE AT
BEGINNING OF
YEAR
GRANTED AS
REMUNERA‑
TION DURING
THE YEAR
ISSUED ON
EXERCISE OF
OPTIONS
DURING THE
YEAR
OTHER
CHANGES
DURING THE
YEAR
BALANCE AT
END OF YEAR
6,532,475
1,839,788
3,679,091
416,666
–
–
–
504,209
177,945
3,556,743
152,523
–
16,859,440
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
150,000
6,682,475
–
–
–
–
–
334,903*
–
–
–
–
–
1,839,788
3,679,091
416,666
–
–
334,903
504,209
177,945
3,556,743
152,523
–
484,903
17,344,343
* Facilitation shares issued to Benjamin Shields pursuant to subscription agreement entered between the Company and
Alchemy Tribridge Sapphire Pty Ltd.
There were no other transactions conducted between the Group and KMP or their related parties, apart from those
disclosed above relating to equity and compensation, that were conducted other than in accordance with normal
employee, customer or supplier relationships on terms no more favourable than those reasonably expected under arm’s
length dealings with unrelated persons.
This directors’ report, incorporating the remuneration report, is signed in accordance with a resolution of the Board
of Directors.
Kevin Barry
Chairman
Dated: 30 March 2022
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Auditor’s Independence Declaration
38
Consolidated Statement of Profit or
Loss and Other Comprehensive Income
For the financial year ended 31 December 2021
Revenue
Other income
Items of expense
Web‑hosting and other direct costs
Employee benefits expense
Depreciation and amortisation
Promotional and advertising
Professional services
General and administrative costs
Finance income
Finance expenses
Loss before tax
Income tax
Loss for the year
Other comprehensive income:
Item that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
Total comprehensive loss for the year
Loss for the year attributable to:
Owners of the Company
Total comprehensive loss attributable to:
Owners of the Company
Losses per share attributable to owners of the Company
Basic losses per share (cents)
Diluted losses per share (cents)
This statement should be read in conjunction with the notes to the financial statements.
NOTE
2021
$
2020
$
3
4
3,507,542
1,888,636
157,784
108,605
(1,855,441)
(590,852)
(5,846,226)
(4,703,663)
(288,234)
(495,897)
(1,134,537)
(791,316)
(253,569)
(370,417)
(985,211)
(756,529)
(6,746,325)
(5,663,000)
24,924
(4,679)
56,279
(17,544)
(6,726,080)
(5,624,265)
–
–
(6,726,080)
(5,624,265)
(20,797)
(21,889)
(6,746,877)
(5,646,154)
(6,726,080)
(5,624,265)
(6,746,877)
(5,646,154)
(4.02)
(4.02)
(3.90)
(3.75)
5
6
9
9
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Consolidated Statement of
Financial Position
As at 31 December 2021
ASSETS
Current assets
Trade and other receivables
Prepayments
Cash and cash equivalents
Non‑current assets
Furniture, fittings and equipment
Intangible assets
Right‑of‑use assets
Total assets
LIABILITIES
Current liabilities
40
Trade and other payables
Provisions
Lease liabilities
Deferred revenue
Non‑current liabilities
Lease liabilities
Total liabilities
Net assets
EQUITY
Equity attributable to the owners of the Company
Share capital
Accumulated losses
Reserves
Total equity
This statement should be read in conjunction with the notes to the financial statements.
NOTE
2021
$
2020
$
10
11
12
13
14
15
16
316,154
297,509
4,588,563
5,202,226
64,294
1,145,666
110,134
1,320,094
373,406
279,718
8,595,069
9,248,193
54,834
531,891
283,561
870,286
6,522,320
10,118,479
1,061,200
342,757
124,998
867,724
958,211
224,333
192,831
643,021
2,396,679
2,018,396
–
2,396,679
128,934
2,147,330
4,125,641
7,971,149
17
32,495,431
29,595,431
(30,444,116)
(25,037,705)
18
2,074,326
3,413,423
4,125,641
7,971,149
Consolidated Statement of
Changes in Equity
For the financial year ended 31 December 2021
SHARE
CAPITAL
(NOTE 17)
RESERVES
(NOTE 18)
ACCUMULATED
LOSSES
$
$
$
TOTAL
$
Opening balance at 1 January 2021
29,595,431
3,413,423
(25,037,705)
7,971,149
Loss for the year
Other comprehensive income
Foreign currency translation, representing total other
comprehensive loss for the year
Total comprehensive loss for the year
–
–
–
–
(6,726,080)
(6,726,080)
(20,797)
–
(20,797)
(20,797)
(6,726,080)
(6,746,877)
Issuance of ordinary shares :
new ordinary shares
Equity issuance costs
Transfer of fair value of expired options
Share‑based payment
3,100,000
(200,000)
–
–
–
–
3,100,000
(200,000)
–
–
(1,319,669)
1,319,669
1,369
–
–
1,369
Closing balance at 31 December 2021
32,495,431
2,074,326
(30,444,116)
4,125,641
SHARE
CAPITAL
(NOTE 17)
RESERVES
(NOTE 18)
ACCUMULATED
LOSSES
$
$
$
TOTAL
$
Opening balance at 1 January 2020
23,233,194
3,453,610
(19,413,440)
7,273,364
Loss for the year
Other comprehensive income
Foreign currency translation, representing total other
comprehensive loss for the year
Total comprehensive loss for the year
–
–
–
–
(5,624,265)
(5,624,265)
(21,889)
–
(21,889)
(21,889)
(5,624,265)
(5,646,154)
Issuance of ordinary shares:
new ordinary shares
exercise of share options
Equity issuance costs
Fair value adjustment on shares issued
Share‑based payment
5,939,499
629,166
(356,369)
149,941
–
–
–
–
(149,941)
131,643
–
–
–
–
–
5,939,499
629,166
(356,369)
–
131,643
Closing balance at 31 December 2020
29,595,431
3,413,423
(25,037,705)
7,971,149
This statement should be read in conjunction with the notes to the financial statements.
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Consolidated Statement of Cash Flows
For the financial year ended 31 December 2021
Operating activities
Receipts from customers
Payments to suppliers and employees
Proceeds from other income
NOTE
2021
$
2020
$
4,555,236
3,183,122
(10,722,518)
(8,280,575)
157,784
108,605
Net cash flows used in operating activities
22
(6,009,498)
(4,988,848)
Investing activities
Purchase of furniture, fittings and equipment, net of disposal
Purchase of intangible assets
Net cash flows used in investing activities
Financing activities
Proceeds from issuance of equity shares
Proceeds from exercise of share options
Repayment of lease liabilities
42
Repayment of borrowing
Share issue expenses
Net cash flows generated from financing activities
Net (decrease) / increase in cash and cash equivalents
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at beginning of the year
(28,140)
(710,130)
(738,270)
(9,916)
(147,990)
(157,906)
2,900,000
5,939,499
–
(171,817)
–
–
629,166
(168,431)
(17,727)
(356,369)
2,728,183
6,026,138
(4,019,585)
13,079
879,384
(25,083)
8,595,069
7,740,768
Cash and cash equivalents at end of the year
11
4,588,563
8,595,069
This statement should be read in conjunction with the notes to the financial statements.
Notes to the Financial Statements
31 December 2021
The consolidated financial statements and notes represent those of OpenLearning Limited and its Controlled Entities
(the Group).
The separate financial statements of the Parent Entity, OpenLearning Limited, have not been presented within this financial
report as permitted by the Corporations Act 2001.
The financial statements were authorised for issue on 30 March 2022 by the directors of the Company.
1. Summary of significant accounting policies
1.1 Basis of preparation
These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act
2001, Australian Accounting Standards and Interpretations of the Australian Accounting Standards Board and in
compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The Group is a for‑profit entity for financial reporting purposes under Australian Accounting Standards. Material
accounting policies adopted in the preparation of these financial statements are presented below and have been
consistently applied unless stated otherwise.
Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on
historical costs, modified, where applicable, by the measurement at fair value of selected non‑current assets, financial
assets and financial liabilities.
1.2 Going concern
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal
business activity and the realization and the settlement of liabilities in the ordinary course of business.
The Group incurred a net loss for the year of $6,726,080 (2020: $5,624,265) and net operating cash outflows of $6,009,498
(2020: $4,988,848). As at 31 December 2021, the Group had accumulated losses of $30,444,116 (31 December 2020:
$25,037,705).
As at 31 December 2021, the Group has net current assets of $2,805,547 (31 December 2020: $7,229,797) and cash and cash
equivalents of $4,588,563 (31 December 2020: $8,595,069).
The Group has prepared a cashflow forecast for the next 12 months that indicate risk that the Group may not meet all its
payment obligations. However, the directors believe that it is appropriate for the financial statements to be prepared on
a going concern basis after consideration of the following factors:
•
Increasing traction in revenue growth of the Platform Subscription and Platform Delivery segments with increasing cash
inflow from these segments;
• active management of the discretionary expenditure in line with funds availability; and
•
raising of additional working capital through the issuance of securities and/or other funding.
Accordingly, the directors believe that the Group will be able to continue as a going concern and that it is appropriate to
adopt the going concern basis in the preparation of the financial statements. In the event that the Group is unsuccessful in
implementing the above stated objectives, a material uncertainty exists, that may cast significant doubt on the Group’s ability
as a going concern and its ability to recover assets, and discharge liabilities in the normal course of business and at the
amount shown in the financial statements.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded
asset amounts or to the amounts and classification of liabilities that might be necessary should the Group not continue
as a going concern.
1.3 Principles of consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of the Parent (OpenLearning
Limited) and all of the subsidiaries (including any structured entities). Subsidiaries are entities the Parent controls.
The Parent controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity. A list of the subsidiaries is provided in Note 20.
Intercompany transactions, balances and unrealised gains or losses on transactions between Group entities are fully
eliminated on consolidation. Accounting policies of subsidiaries have been changed and adjustments made where
necessary to ensure uniformity of the accounting policies adopted by the Group.
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Notes to the Financial Statements (Continued)
1. Summary of significant accounting policies (continued)
1.3 Principles of consolidation (continued)
Where applicable, equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as
“non‑controlling interests”. The Group initially recognises non‑controlling interests that are present ownership interests in
subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or at the
non‑controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non‑controlling
interests are attributed their share of profit or loss and each component of other comprehensive income. Non‑controlling
interests are shown separately within the equity section of the statement of financial position and statement of
comprehensive income.
The consolidated financial statements of the Group have been prepared in accordance with the pooling of interest method
as the Group is a continuation of the existing business of OpenLearning Global Pte Ltd and its subsidiaries. The assets and
liabilities of the combining entities are reflected at their carrying amounts as reported in the consolidated financial
statements. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity
as a common control reserve. The consolidated income statements and consolidated statements of comprehensive
income reflect the results of the combining entities for the entire periods under review, irrespective of when the
combination took place. Apart from the above, subsidiaries are consolidated from the date of acquisition, being the date
on which the Group obtains control, and continue to be consolidated until the date that such control ceases.
1.4 Functional and presentation currency
The functional currency of each of the Group’s entities is the currency of the primary economic environment in which that
entity operates. The consolidated financial statements are presented in Australian dollars, which is the Parent Entity’s
functional currency.
44
Transactions and balances
Foreign currency transactions are translated into the 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 the 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 translation of monetary items are recognised in profit or loss, except exchange
differences that arise from net investment hedges.
Exchange differences arising on the translation of non‑monetary items are recognised directly in other comprehensive
income to the extent that the underlying gain or loss is recognised in other comprehensive income; otherwise the
exchange difference is recognised in profit or loss.
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 exchange rates prevailing at the end of the reporting period;
•
income and expenses are translated at exchange rates on the date of transaction; and
• all resulting exchange differences are recognised in other comprehensive income.
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars
are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement
of financial position and allocated to non‑controlling interest where relevant. The cumulative amount of these differences
is reclassified into profit or loss in the period in which the operation is disposed of.
1.5 Furniture, fittings and equipment
All items of furniture, fittings and equipment are initially recorded at cost. Subsequent to recognition, furniture, fittings
and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is computed on a straight‑line basis over the estimated useful lives of the assets as follows:
Computer
Office equipment
Leasehold improvement
60 months
60 months
60 months
The carrying values of furniture, fittings and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year‑end, and adjusted prospectively,
if appropriate.
An item of furniture, fittings and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss on de‑recognition of the asset is included in profit or loss in the year
the asset is derecognised.
Intangible assets
1.6
Intangible assets acquired separately are measured initially at cost. Following initial acquisition, intangible assets are
carried at cost and where applicable, less any accumulated amortisation and/or any accumulated impairment losses.
Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure
is reflected in profit or loss in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are
reviewed at least at each financial year‑end. Changes in the expected useful life or the expected pattern of consumption
of future economic benefits embodied in the asset is accounted for by changing the amortisation period or method,
as appropriate, and are treated as changes in accounting estimates.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the
cash‑generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an
indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable.
If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from de‑recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.
(i) Domain names and trademarks
Domain names and trademarks are recognised at cost of acquisition. They are considered to have an indefinite life and are
carried at cost less any impairment losses.
(ii) Platform development
Platform development is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and any
impairment losses. Platform development has an estimated useful life of five years. It is assessed annually for impairment.
(iii) Learning platform software
Learning platform software is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and
any impairment losses. Software has an estimated useful life of ten years. Any costs incurred to improve the software after
acquisition is expensed to the profit or loss. It is assessed annually for impairment.
(iv) Course design
Course design is costs expended:
•
•
to develop the study courses for the UNSW Transition Program Online, a direct entry program for students to enter
UNSW;
to develop the OpenCreds’ micro‑credential courses with interested course creators, including cash grants given to the
course creators to initiate the development of the courses; and
•
to develop a computer science program titled ‘CS101’.
The costs incurred are capitalised up to the stage when the study courses are ready for commercial use. They have a finite life
and are carried at cost less accumulated amortisation and any impairment losses. The estimated useful life is based on the
period of contracts or expected obsolescence period.
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Notes to the Financial Statements (Continued)
Impairment of non‑financial assets
1. Summary of significant accounting policies (continued)
1.7
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication
exists, or when an annual impairment testing for an asset is required, the Group makes an estimate of the asset’s
recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash‑generating unit’s fair value less costs of disposal and its
value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. Where the carrying amount of an asset or cash‑generating
unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses of continuing operations are recognised in profit or loss, except for assets that are previously revalued
where the revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other
comprehensive income up to the amount of any previous revaluation.
A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the
asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit
or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase.
46
1.8 Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of
the instrument. For financial assets, this is equivalent to the date that the Group commits itself to either the purchase or
the sale of the asset (i.e. trade date accounting is adopted).
Financial instruments (except for trade receivables) are initially measured at fair value plus transaction costs, except where
the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or
loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other
circumstances, valuation techniques are adopted.
Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant
financing component or if the practical expedient was applied as specified in paragraph 63 of AASB 15: Revenue from
Contracts with Customers.
Classification and subsequent measurement
Financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest
method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense to profit or
loss over the relevant period.
The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly
discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial
recognition.
Financial assets
Financial assets are subsequently measured at:
• amortised cost;
•
•
fair value through other comprehensive income; or
fair value through profit or loss.
Measurement is on the basis of two primary criteria:
•
•
the contractual cash flow characteristics of the financial asset; and
the business model for managing the financial assets.
A financial asset that meets the following conditions is subsequently measured at amortised cost:
•
•
the financial asset is managed solely to collect contractual cash flows; and
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest
on the principal amount outstanding on specified dates.
A financial asset that meets the following conditions is subsequently measured at fair value through other
comprehensive income:
•
•
the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest
on the principal amount outstanding on specified dates; and
the business model for managing the financial asset comprises both contractual cash flows collection and the selling
of the financial asset.
By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through
other comprehensive income are subsequently measured at fair value through profit or loss.
Derecognition
Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement
of financial position.
Derecognition of financial liabilities
A liability is derecognised when it is extinguished (ie when the obligation in the contract is discharged, cancelled or expires).
An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification
to the terms of a financial liability, is treated as an extinguishment of the existing liability and recognition of a new
financial liability.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and
payable, including any non‑cash assets transferred or liabilities assumed, is recognised in profit or loss.
Derecognition of financial assets
A financial asset is derecognised when the holder’s contractual rights to its cash flows expires, or the asset is transferred
in such a way that all the risks and rewards of ownership are substantially transferred.
All the following criteria need to be satisfied for the derecognition of a financial asset:
•
the right to receive cash flows from the asset has expired or been transferred;
• all risk and rewards of ownership of the asset have been substantially transferred; and
•
the Group no longer controls the asset (ie it has no practical ability to make unilateral decisions to sell the asset to
a third party).
• On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount
and the sum of the consideration received and receivable is recognised in profit or loss.
Impairment
1.9
The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost
or fair value through other comprehensive income.
Loss allowance is not recognised for:
•
financial assets measured at fair value through profit or loss; or
• equity instruments measured at fair value through other comprehensive income.
Expected credit losses are the probability‑weighted estimate of credit losses over the expected life of a financial instrument.
A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received,
all discounted at the original effective interest rate of the financial instrument.
The Group uses the following approaches to impairment, as applicable under AASB 9: Financial Instruments:
•
•
the general approach; and
the simplified approach.
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Notes to the Financial Statements (Continued)
1. Summary of significant accounting policies (continued)
1.9
Impairment (continued)
General approach
Under the general approach, at each reporting period, the Group assesses whether the financial instruments are
credit‑impaired, and:
•
•
if the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the
loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; and
if there has been no significant increase in credit risk since initial recognition, the Group measures the loss allowance
for that financial instrument at an amount equal to 12‑month expected credit losses.
Simplified approach
The simplified approach does not require tracking of changes in credit risk at every reporting period, but instead requires
the recognition of lifetime expected credit loss at all times.
This approach is applicable to:
•
•
•
trade receivables or contract assets that result from transactions that are within the scope of AASB 15: Revenue from
Contracts with Customers, and which do not contain a significant financing component; and
lease receivables.
In measuring the expected credit loss, a provision matrix for trade receivables is used, taking into consideration various
data to get to an expected credit loss (ie diversity of its customer base, appropriate groupings of its historical loss
experience, etc).
48
Recognition of expected credit losses in financial statements
At each reporting date, the Group recognises the movement in the loss allowance as an impairment gain or loss in the
statement of profit or loss and other comprehensive income.
The carrying amount of financial assets measured at amortised cost includes the loss allowance relating to that asset.
Assets measured at fair value through other comprehensive income are recognised at fair value with changes in fair value
recognised in other comprehensive income. The amount in relation to change in credit risk is transferred from other
comprehensive income to profit or loss at every reporting period.
1.10 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and with online payment providers, cash on hand and short‑term deposits
that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.
1.11 Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is
probable that an outflow of economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the
reporting period.
1.12 Employee benefits
Short‑term employee benefits
Provision is made for the Group’s obligation for short‑term employee benefits. Short‑term employee benefits are benefits
(other than termination benefits) that are expected to be settled wholly before 12 months after the end of the annual
reporting period in which the employees render the related service, including wages, salaries and sick leave. Short‑term
employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled.
The Group’s obligations for short‑term employee benefits such as wages, salaries and sick leave are recognised as part
of current trade and other payables in the statement of financial position. The Group’s obligations for employees’ annual
leave entitlements are recognised as provisions in the statement of financial position.
Defined contribution benefits
All employees of the Group receive defined contribution entitlements, for which the Group pays fixed contribution to the
employee’s superannuation fund of choice for the employees in Australia and to a state pension fund for the employees in
Malaysia. All contributions in respect of employees’ defined contribution entitlements are recognised as an expense when
they become payable. The Group’s obligation with respect to employees’ defined contribution entitlements is limited to its
obligation for any unpaid contributions at the end of the reporting period. All obligations for unpaid contributions are
measured at the (undiscounted) amounts expected to be paid when the obligation is settled and are presented as current
liabilities in the Group’s statement of financial position.
Termination benefits
When applicable, the Group recognises a liability and expense for termination benefits at the earlier of:
•
the date when the Group can no longer withdraw the offer for termination benefits; and
• when the Group recognises costs for restructuring pursuant to AASB 137: Provisions, Contingent Liabilities and
Contingent Assets and the costs include termination benefits.
In either case, unless the number of employees affected is known, the obligation for termination benefits is measured
on the basis of the number of employees expected to be affected. Termination benefits that are expected to be settled
wholly before 12 months after the annual reporting period in which the benefits are recognised are measured at the
(undiscounted) amounts expected to be paid.
Equity‑settled compensation
The Group operates an employee share and option plan. Share‑based payments to employees are measured at the fair
value of the instruments at grant date and amortised over the vesting periods. The fair value of options is determined
using the Black‑Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the
end of each reporting period such that the amount recognised for services received as consideration for the equity
instruments granted is based on the number of equity instruments that eventually vest.
1.13 Revenue
Revenue arises from Platform SaaS fees, Program delivery, Marketplace sales and Services sales.
To determine recognition of revenue, the Group: (i) identifies the contract with a customer, (ii) identifies the performance
obligations in the contract, (iii) determines the transaction price, (iv) allocates the transaction price to the performance
obligations and (v) recognises revenue when or as each performance obligation is satisfied.
Revenue is recognised either at a point in time or over time, when or as the Group satisfies performance obligations by
transferring the promised goods or services to its customers.
(a) Platform SaaS fees
Revenue from platform SaaS subscription fees is recognised over the period during which customers are granted access
to the platform.
(b) Program delivery
Revenue from program delivery is recognised over the period of the study program.
(c) Marketplace sales
Revenue from marketplace sales is recognised when customers subscribe for the courses and the course is delivered.
For courses sold on behalf of third parties, revenue is recognised based on revenue sharing arrangements, if any.
(d) Services sales
Revenue from the provision of services is recognised over time reflecting the progress for the completion of a performance
obligation for which the Group has an enforceable right to payment.
Platform SaaS, Program delivery and Services sold to customers in advance, which are yet to be utilised, are recognised
initially in the balance sheet as deferred income and released to revenue in line with the above recognition criteria.
1.14 Taxes
(a) Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that
are enacted or substantively enacted at the end of the reporting period, in the countries where the Group operates and
generates taxable income.
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Notes to the Financial Statements (Continued)
1. Summary of significant accounting policies (continued)
1.14 Taxes (continued)
Current income taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside
profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions
taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and
establishes provisions where appropriate.
(b) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the reporting period between
the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
• where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor
taxable profit or loss; and
•
in respect of taxable temporary differences associated with investments in subsidiaries and associate, where the timing
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
• where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an
asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither
accounting profit nor taxable profit or loss; and
50
•
in respect of deductible temporary differences associated with investments in subsidiaries and associate, deferred tax
assets are recognised only to the extent that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that
it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the
extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
end of each reporting period.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are
recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and
deferred tax arising from a business combination is adjusted against goodwill on acquisition.
(c) Sales tax
The applicable sales taxes are the Goods and Services Tax (GST) and the Sales and Service Tax (SST), depending on the tax
jurisdiction where the Group operates. Revenues, expenses and assets are recognised net of the amount of sales tax except:
• where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case
the sales tax is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
•
receivables and payables are stated with the amount of sales tax included.
1.15 Borrowing Costs
Borrowing costs are recognised in profit or loss in the period in which they are incurred.
1.16 Share capital and share issue expenses
Proceeds from issuance of equity shares are recognised as share capital in equity. Incremental costs directly attributable
to the issuance of ordinary shares are deducted against share capital.
1.17 Leases
The Group as lessee
At inception of a contract, the Group assesses if the contract contains or is a lease. If there is a lease present, a right‑of‑use
asset and a corresponding lease liability is recognised by the Group where the Group is a lessee. However, all contracts
that are classified as short‑term leases (i.e. a lease with a remaining lease term of 12 months or less) and leases of low‑value
assets are recognised as an operating expense on a straight‑line basis over the term of the lease.
Initially, the lease liability is measured at the present value of the lease payments still to be paid at commencement date.
The lease payments are discounted at the interest rate implicit in the lease. If this rate cannot be readily determined, the
Group uses the incremental borrowing rate.
Lease payments included in the measurement of the lease liability are as follows:
•
fixed lease payments less any lease incentives;
• variable lease payments that depend on an index or rate, initially measured using the index or rate at the
commencement date;
•
•
•
the amount expected to be payable by the lessee under residual value guarantees;
the exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
lease payments under extension options, if lessee is reasonably certain to exercise the options; and
• payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The right‑of‑use assets comprise the initial measurement of the corresponding lease liability as mentioned above, any
lease payments made at or before the commencement date, as well as any initial direct costs. The subsequent
measurement of the right‑of‑use assets is at cost less accumulated depreciation and impairment losses.
Right‑of‑use assets are depreciated over the lease term or useful life of the underlying asset, whichever is the shortest.
Where a lease transfers ownership of the underlying asset, or the cost of the right‑of‑use asset reflects that the Group
anticipates to exercise a purchase option, the specific asset is depreciated over the useful life of the underlying asset.
1.18 New and Amended Accounting Policies Adopted by the Group
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
2. Critical accounting judgements and estimates
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities. 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.
2.1 Judgements made in applying accounting policies
In the process of applying the Group’s accounting policies, management has made the following judgements which have
the most significant effect on the amounts recognised in the consolidated financial statements:
(a) Recognition of Services revenue
The amounts of revenue recognised in the reporting period depends on the extent to which the performance obligations
have been satisfied. Recognising Services revenue requires significant judgement in determining milestones, actual work
performed and the estimated costs to complete the work.
(b) Share‑based payment transactions
The Company measures the cost of equity‑settled transactions by reference to the fair value of the equity instruments
at the date at which they are granted. The fair value is determined by an internal valuation using a Black‑Scholes option
pricing model.
(c) Capitalisation of learning platform software and course design
Distinguishing the phases of a new customised software or course design project and determining whether the recognition
requirements for the capitalisation of development costs are met requires judgement. Post‑capitalisation, management
monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised
costs may be impaired.
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Notes to the Financial Statements (Continued)
2.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each reporting
period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below. The Group based its assumptions and estimates on parameters available when
the financial statements were prepared. Existing circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected
in assumptions when they occur.
Impairment of non‑financial assets
(a)
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs to sell and its value in use. The fair value less costs to sell calculation is based on available
data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less
incremental costs for disposing the asset. The value in use calculation is based on a discounted cash flow model.
Impairment of receivables
(b)
The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset is
impaired. Factors such as the probability of insolvency or significant financial difficulties of the debtor and default or
significant delay in payments are objective evidence of impairment. In determining whether there is objective evidence of
impairment, the Group considers whether there is observable data indicating that there have been significant changes in
the debtor’s payment ability or whether there have been significant changes with adverse effect in the technological,
market, economic or legal environment in which the debtor operates in.
Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on
historical loss experience for assets with similar credit risk characteristics.
52
3. Revenue
Revenue from contracts with customers
Platform SaaS fees
Program delivery
Marketplace sales
Services sales
GROUP
2021
$
1,433,206
1,611,386
69,434
393,516
2020
$
1,127,453
–
141,297
619,886
3,507,542
1,888,636
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Notes to the Financial Statements (Continued)
4. Other income
Cash flow boost incentive / Government grant
Gain on lease modification
Others
5. Loss for the year
Loss before income tax from continuing operations includes the following specific expenses:
Web‑hosting and other direct costs
web‑hosting costs
program delivery licence fee
54
Employee benefits expense
share‑based payment
Depreciation and amortisation
depreciation on furniture, fittings and equipment
depreciation on right‑of‑use assets
amortisation of intangible assets
Professional services
contractors
General and administrative costs
write‑off / loss on disposal of furniture, fittings and equipment
foreign currency translation losses
impairment of trade receivables
travelling costs
GROUP
2021
$
139,122
15,241
3,421
157,784
2020
$
100,000
–
8,605
108,605
GROUP
2021
$
2020
$
963,224
729,050
590,852
–
1,369
131,643
18,721
164,648
104,865
15,875
176,199
61,495
593,325
483,791
–
1,962
17,973
9,841
1,422
14,909
66,096
29,586
Income tax
Income tax expense
6.
6.1
There are no income tax expenses for the current and previous financial years as the Group does not have taxable profits.
At the end of the reporting period, the Group has tax losses of approximately $28,123,000 (2020: $20,580,000) that are
available for offset against future taxable profits of the companies in which the losses arose, for which no deferred tax
asset is recognised due to uncertainty of their recoverability. The use of these tax losses is subject to the agreement
of the tax authorities and compliance with certain provisions of the tax legislation of the respective countries in which
the companies operate.
6.2 The prima facie tax on losses from ordinary activities before income tax is reconciled to the income tax
as follows
Loss before tax from continuing operations
Prima facie tax benefit on loss from ordinary activities before tax at the domestic tax
rates where the Group operates
Add/(subtract):
Tax effect of:
non‑allowable items
effect of tax losses not recognised
tax benefit of deductible equity raising costs
movement in unrecognised temporary difference
Income tax attributable to entity
GROUP
2021
$
2020
$
(6,726,080)
(5,624,265)
(1,729,125)
(1,507,822)
(22,624)
69,119
1,952,454
1,601,612
–
(200,705)
–
(100,068)
(62,841)
–
The above reconciliation is prepared by aggregating separate reconciliations for each tax jurisdiction where the Group
operates. A summary of the domestic tax rates by country where the Group operates is as follows:
Australia
Singapore
Malaysia
2021
%
26.0
17.0
24.0
2020
%
27.5
17.0
24.0
7. Key Management Personnel
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid or payable to each
member of the Group’s key management personnel (KMP) for the year ended 31 December 2021.
The totals of remuneration paid to KMP of the Group during the year are as follows:
Short‑term employee benefits
Post‑employment benefits
Share‑based payments
Total KMP compensation
2021
$
2020
$
1,513,720
1,583,389
131,372
–
117,434
131,642
1,645,092
1,832,465
Short‑term employee benefits
These amounts include fees paid to the non‑executive Chairman and non‑executive directors as well as all salary, paid
leave benefits and any cash bonuses awarded to executive directors and other KMP.
Post‑employment benefits
These amounts are the current‑year’s estimated costs of providing for the Group’s superannuation contributions made
during the year.
Share‑based payments
These amounts represent the expense related to the participation of KMP in equity‑settled benefit schemes as measured
by the fair value of the options, rights and shares granted on grant date.
Further information in relation to KMP remuneration can be found in the directors’ report.
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Notes to the Financial Statements (Continued)
8. Auditors’ remuneration
Remuneration of the auditor for:
auditing or reviewing the financial statements
GROUP
2021
$
2020
$
57,000
56,000
9. Losses per share
Both the basic and diluted losses per share have been calculated by dividing the loss for the year attributable to owners
of the Company by the weighted average number of ordinary shares outstanding during the financial year.
The reconciliation of the weighted average number of ordinary shares for the purposes of calculating the diluted losses per
share is as follows:
Weighted average number of ordinary shares for basic losses per share computation
167,203,638
144,065,986
31 DECEMBER
2021
31 DECEMBER
2020
Effects of dilution from:
share options issued to convertible note holders
share options issued to advisors
–
–
5,537,495
558,667
56
Weighted average number of ordinary shares for diluted losses per share computation
167,203,638
150,162,148
10. Trade and other receivables
CURRENT
Trade receivables
Provision for impairment
Other receivables
Provision for impairment
Total current trade and other receivables
NOTE
10a(i)
GROUP
2021
$
299,783
(21,539)
278,244
37,910
–
37,910
316,154
2020
$
330,006
(30,223)
299,783
73,623
–
73,623
373,406
All amounts are short‑term. The net carrying value of trade receivables is considered a reasonable approximation
of fair value.
The following table shows the movement in lifetime expected credit loss that has been recognised for trade and other
receivables in accordance with the simplified approach set out in AASB 9: Financial Instruments.
GROUP
NET MEASURE‑
MENT OF LOSS
ALLOWANCE
AMOUNTS
WRITTEN OFF
CLOSING
BALANCE
31 DECEMBER
2020
OPENING
BALANCE
1 JANUARY
2020
$
$
$
$
(i) Current trade receivables
187,094
27,810
(184,681)
30,223
GROUP
NET MEASURE‑
MENT OF LOSS
ALLOWANCE
AMOUNTS
WRITTEN OFF
CLOSING
BALANCE
31 DECEMBER
2021
OPENING
BALANCE
1 JANUARY
2021
$
$
$
$
(i) Current trade receivables
30,223
16,354
(25,038)
21,539
The Group applies the simplified approach to providing for expected credit losses prescribed by AASB 9, which permits
the use of the lifetime expected loss provision for all trade receivables. To measure the expected credit losses, trade
receivables have been grouped based on shared credit risk characteristics and the days past due. The loss allowance
provision as at 31 December 2021 is determined as follows; the expected credit losses also incorporate forward‑looking
information
The “amounts written off”, if any, are all due to customers declaring bankruptcy, or term receivables that have now become
unrecoverable.
2021
CURRENT
>30 DAYS PAST
DUE
>60 DAYS PAST
DUE
>90 DAYS PAST
DUE
Expected loss rate
Gross carrying amount
Loss allowing provision
$
0%
$
0%
149,573
103,669
–
–
$
0%
–
–
$
25.5%
84,451
21,539
2020
CURRENT
>30 DAYS PAST
DUE
>60 DAYS PAST
DUE
>90 DAYS PAST
DUE
Expected loss rate
Gross carrying amount
Loss allowing provision
$
0%
361,334
–
$
0%
5,706
–
$
0%
196
–
$
83.1%
36,393
30,223
TOTAL
$
6.4%
337,693
21,539
TOTAL
$
7.5%
403,629
30,223
Credit risk
The Group has no significant concentration of credit risk with respect to any single counterparty or group of counterparties
other than those receivables specifically provided for and mentioned within this note. The class of assets described as
“trade and other receivables” is considered to be the main source of credit risk related to the Group.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty
and there is no realistic prospect of recovery; for example, when the debtor has been placed in liquidation or has entered
into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier.
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11. Cash and cash equivalents
Cash at bank and on hand
Cash with online payment providers
Short‑terms deposits placed with banks
12. Furniture, fittings and equipment
GROUP
2021
$
2020
$
4,559,050
1,457,750
29,513
37,319
–
7,100,000
4,588,563
8,595,069
2021
Cost
At 1 January 2021
Additions
58
Exchange difference
At 31 December 2021
Accumulated depreciation
At 1 January 2021
Depreciation for the year
Exchange difference
At 31 December 2021
Net carrying amount
2020
Cost
At 1 January 2020
Additions
Disposals
Exchange difference
At 31 December 2020
Accumulated depreciation
At 1 January 2020
Depreciation for the year
Disposals
Exchange difference
At 31 December 2020
Net carrying amount
21,972
39,222
109,389
GROUP
COMPUTER
OFFICE
EQUIPMENT
LEASEHOLD
IMPROVEMENT
$
$
$
23,171
24,870
154
48,195
9,635
6,574
120
16,329
31,866
21,952
–
20
35,949
3,273
–
7,965
7,786
–
15,751
23,471
8,638
4,361
16
13,015
8,957
GROUP
COMPUTER
OFFICE
EQUIPMENT
LEASEHOLD
IMPROVEMENT
$
$
$
22,984
3,043
(2,431)
(425)
23,171
6,202
4,708
(1,009)
(266)
9,635
13,536
20,082
1,923
–
(53)
30,999
4,950
–
–
21,952
35,949
4,569
4,104
–
(35)
8,638
13,314
902
7,063
–
–
7,965
27,984
TOTAL
$
81,072
28,143
174
26,238
18,721
136
45,095
64,294
TOTAL
$
74,065
9,916
(2,431)
(478)
81,072
11,673
15,875
(1,009)
(301)
26,238
54,834
13.
Intangible assets
DOMAIN
NAMES AND
TRADE‑
MARKS
GOODWILL
PLATFORM
DEVELOP‑
MENT
GROUP
LEARNING
PLATFORM
SOFTWARE
WORK‑IN‑
PROGRESS
2021
Cost
At 1 January 2021
Additions
Exchange difference
37,096
7,124
–
$
$
$
–
24,500
–
–
179,475
–
At 31 December 2021
44,220
24,500
179,475
Accumulated
amortisation
At 1 January 2021
Amortisation for
the year
Exchange difference
At 31 December 2021
–
–
–
–
–
–
–
–
–
–
–
–
Net carrying amount
44,220
24,500
179,475
LEARNING
PLATFORM
SOFTWARE
COURSE
DESIGN
$
$
TOTAL
$
361,242
163,240
586,078
–
523,531
710,130
11,092
–
11,092
372,334
686,771
1,307,300
54,187
–
54,187
36,315
2,582
93,084
68,550
104,865
–
2,582
68,550
161,634
279,250
618,221
1,145,666
$
–
–
–
–
–
–
–
–
–
2020
Cost
At 1 January 2020
37,096
24,500
Reclassification
Additions
Exchange difference
–
–
–
–
–
–
At 31 December 2020
37,096
24,500
Accumulated
amortisation
At 1 January 2020
Amortisation for
the year
Exchange difference
At 31 December 2020
–
–
–
–
–
–
–
–
Net carrying amount
37,096
24,500
–
–
–
–
–
–
–
–
–
–
391,745
–
(391,745)
391,745
–
–
453,341
–
–
–
–
–
–
–
–
–
–
163,240
163,240
(30,503)
–
(30,503)
361,242
163,240
586,078
–
61,495
(7,308)
54,187
–
–
–
–
–
61,495
(7,308)
54,187
307,055
163,240
531,891
Domain names and trademarks are recognised at cost of acquisition. Goodwill represents premium paid for business
assets. These are considered to have an indefinite life and are carried at cost less any impairment losses.
Platform development is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and any
impairment losses. Platform development has an estimated useful life of five years. Amortisation commences when the
development is completed and ready for commercial use.
Learning platform software is recorded at cost. It has a finite life and is carried at cost less accumulated amortisation and
any impairment losses. Software has an estimated useful life of ten years. Amortisation commences when the software is
ready for commercial use.
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Notes to the Financial Statements (Continued)
Intangible assets (continued)
13.
Course design is costs expended to develop the OpenCreds’ micro‑credential courses, the computer science program
titled ‘CS101’ and the study courses for the UNSW Transition Program Online. It has a finite life based on the contract
periods or expected obsolescence period and is carried at cost less accumulated amortisation and any impairment losses.
Course design has an estimated useful life of between five and ten years. Amortisation commences when the courses are
ready for commercial use.
Domain names and trademarks and Goodwill are allocated to the cash‑generating unit which is based on the Group’s
reporting geographical segment in Australia.
14. Right‑of‑use assets
The Group’s leases comprise of lease of office premises. These leases have lease terms of between 2 to 3 years.
i) AASB 16 related amounts recognised in the balance sheet
Right‑of‑use assets
Leased office premises
Accumulated depreciation
Exchange difference
Total right‑of‑use assets
60
Movement in carrying amounts:
Leased office premises:
At 1 January
Additions / (Lease modification)
Depreciation expense
Exchange difference
Net carrying amount
ii) AASB 16 related amounts recognised in the statement of profit or loss
Depreciation charge related to right‑of‑use assets
Interest expense on lease liabilities
Short‑term leases expense
Low‑value asset leases expense
Total cash outflows for leases
2021
$
2020
$
478,581
(369,376)
929
110,134
283,561
(9,708)
(164,648)
929
488,289
(207,963)
3,235
283,561
349,405
107,120
(176,199)
3,235
110,134
283,561
2021
$
164,648
4,679
8,788
27,430
208,035
2020
$
176,199
8,684
11,766
26,395
206,592
15. Trade and other payables
CURRENT
Trade payables
Other payables and accrued expenses
a. Financial liabilities at amortised cost classified as trade and other payables
Trade and other payables:
– total current
Financial liabilities as trade and other payables
Trade and other payables are non‑interest bearing.
16. Provisions
Current:
Provision for annual leave
GROUP
2021
$
701,379
359,821
1,061,200
2020
$
361,117
597,094
958,211
1,061,200
1,061,200
958,211
958,211
GROUP
2021
$
2020
$
342,757
224,333
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Notes to the Financial Statements (Continued)
17. Share capital
31 DECEMBER
2021
31 DECEMBER
2020
$
$
197,358,300 (31 Dec 2020: 164,024,967) fully paid ordinary shares
32,495,431
29,595,431
17.1 Movements in ordinary shares
GROUP
2021
NO. OF SHARES
$ NO. OF SHARES
2020
$
Issued and fully paid ordinary shares:
At 1 January
164,024,967
32,195,761
139,666,641
25,477,155
Issuance of shares during the year :
– placement of shares
– public offering of shares
– exercise of share options
– Fair value adjustment on shares issued
62
At 31 December
Equity issuance costs
At 1 January
Costs arising from equity issuance
At 31 December
33,333,333
3,100,000
–
–
–
–
–
–
–
–
21,212,495
5,939,499
3,145,831
–
629,166
149,941
197,358,300
35,295,761
164,024,967
32,195,761
–
–
–
(2,600,330)
(200,000)
(2,800,330)
–
–
–
(2,243,961)
(356,369)
(2,600,330)
Total ordinary shares at 31 December
197,358,300
32,495,431
164,024,967
29,595,431
17.2 Movements in unquoted options over ordinary shares
EXERCISE PERIOD
On or before 9 December 2021
On or before 9 December 2022*
On or before 9 December 2022*
On or before 31 August 2024
On or before 27 April 2025
Total unquoted options
EXERCISE
PRICE PER
SHARE
NUMBER
ON ISSUE AT
1 JAN 2021
ISSUED/
(LAPSED)
NUMBER
ON ISSUE AT
31 DEC 2021
$0.20
$0.20
$0.30
$0.30
$0.30
27,687,476
(27,687,476)
–
2,793,333
5,000,000
–
–
2,793,333
5,000,000
–
–
250,000
250,000
1,000,000
1,000,000
35,480,809
(26,437,476)
9,043,333
* Exercise of the options is subject to escrow periods.
17.3 Performance rights
950,000 performance rights were granted on 1 October 2020 to key management personnel of the Company.
These performance rights are exercisable to 950,000 ordinary shares in the Company with Nil consideration over 3 years
with 1/3 vesting annually on the condition that the Company’s volume weighted average share price over any
30 consecutive trading days is equal to or higher than 55 cents.
None of these performance rights vested during the financial year 2021.
18. Reserves
Foreign currency translation reserve
Common control reserve
Share option reserve
GROUP
2021
$
2020
$
(30,967)
(10,170)
1,650,477
454,816
1,650,477
1,773,116
2,074,326
3,413,423
(i) Foreign currency translation reserve
Foreign currency translation reserve represents exchange differences arising from the translation of the financial
statements of the Company and its subsidiaries whose functional currencies are different from that of the Group’s
presentation currency.
(ii) Common control reserve
Common control reserve records difference between the fair value of net assets acquired and consideration paid.
(iii) Share option reserve
Share option reserve records items recognised as expenses on valuation of share options.
19. Financial risk management
The Group’s principal financial instruments comprise of receivables, payables, cash at bank and short‑term deposits.
The Board of Directors has overall responsibility for the oversight and management of the Group’s exposure to a variety
of financial risks (including credit risk, foreign currency risk, liquidity risk and interest rate risk).
The overall risk management strategy seeks to assist the Group in meeting its financial targets, while minimising potential
adverse effects on the financial performance including the review of future cash flow requirements.
(a) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting financial obligations due to shortage of funds.
The Group’s exposure to liquidity risk arises primarily from cash outflows from current operating losses. The Group’s
objective is to focus on maintaining an appropriate level of overheads in line with the Group’s business plan and available
cash resources, with the objective of achieving a cashflow positive business within the budgeted timeline.
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Notes to the Financial Statements (Continued)
The table below summarise the maturity profile of the Group’s financial assets and liabilities at the end of the reporting
period based on contractual undiscounted repayment obligations.
GROUP
2021
2020
2021
2020
2021
2020
2021
2020
WITHIN 1 YEAR
1 TO 5 YEARS
OVER 5 YEARS
TOTAL
$
$
$
$
$
$
$
$
Financial assets – cash
flows realisable
Trade and other
receivables
Cash and short‑term
deposits
316,154
373,406
4,588,563 8,595,069
Total anticipated inflows 4,904,717 8,968,475
Financial liabilities
due for payment
Trade and other
payables
1,061,200
958,211
Lease liabilities
124,998
192,831
Total expected outflows 1,186,198
1,151,042
–
–
–
–
–
–
–
–
–
–
128,934
128,934
Net inflow/(outflow) on
financial instruments
64
3,718,519
7,817,433
–
(128,934)
–
–
–
–
–
–
–
–
–
–
–
–
–
316,154
373,406
4,588,563 8,595,069
4,904,717 8,968,475
1,061,200
958,211
124,998
321,765
1,186,198 1,279,976
–
3,718,519 7,688,499
(b) Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty default on its
obligations. The Group’s exposure to credit risk arises primarily from trade and other receivables. For other financial assets
(including cash and short‑term deposits), the Group minimise credit risk by dealing with high credit rating counterparties.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to increased credit risk
exposure. The Group trades with third parties that are considered creditworthy. In addition, receivable balances are
monitored on an ongoing basis.
Exposure to credit risk
At the end of the reporting period, the Group’s maximum exposure to credit risk is represented by the carrying amount of
each class of financial assets recognised on the balance sheets.
Credit risk concentration profile
The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major
concentration of credit risk related to any financial instruments.
Financial assets that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are with creditworthy debtors with good payment
records within the Group. Cash and short‑term deposits and investment securities that are neither past due nor impaired
are placed with or entered into with reputable financial institutions.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 10.
(c) Foreign currency risk
Exposure to foreign currency risk may result in the fair value or future cash flows of a financial instrument fluctuating due to
movement in foreign exchange rates of currencies in which the Group holds financial instruments which are other than the
AUD functional currency of the Group.
With instruments being held by overseas operations, fluctuations in the SGD Singapore dollar and USD United States
dollar may impact on the Group’s financial results.
The following table shows the foreign currency risk on the financial assets and liabilities of the Group’s operations
denominated in currencies other than the functional currency of the operations.
2021
GROUP
Functional currency of entity:
Australian dollar
Statement of financial position exposure
2020
GROUP
Functional currency of entity:
Australian dollar
Statement of financial position exposure
NET FINANCIAL ASSETS/(LIABILITIES) IN AUD
USD
SGD
OTHER
TOTAL AUD
30,135
30,135
1,398
1,398
–
–
31,533
31,533
NET FINANCIAL ASSETS/(LIABILITIES) IN AUD
USD
SGD
OTHER
TOTAL AUD
33,091
33,091
22,970
22,970
–
–
56,061
56,061
Foreign currency risk concentration profile
The Group does not have any significant exposure to any specific foreign currency grouping nor does it have any major
concentration of foreign currency risk related to any financial instruments.
Interest rate risk
(d)
The Group’s exposure to market interest rates relate to cash deposits held at variable rates. The management monitors its
interest rate exposure and consideration is given to potential renewals of existing positions.
Sensitivity analysis for interest rate risk
The following table demonstrates the sensitivity of profit/(loss) and equity to a reasonably possible change in interest rates
of +/‑ 50 basis points, with all other variables held constant.
Year ended 31 December 2021
+0.5% in interest rates
‑0.5% in interest rates
Year ended 31 December 2020
+0.5% in interest rates
‑0.5% in interest rates
GROUP
PROFIT
EQUITY
$
$
22,943
(22,943)
42,975
(42,975)
22,943
(22,943)
42,975
(42,975)
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Notes to the Financial Statements (Continued)
20.
Interests in subsidiaries
NAME
PRINCIPAL ACTIVITIES
COUNTRY OF
INCORPORA‑
TION
PROPORTION (%) OF
OWNERSHIP INTEREST
Held by the Company
OLG Australia Investors Pte Ltd
Investment holding
OpenLearning Global Pte Ltd
Held by OpenLearning
Global Pte Ltd
Open Learning Global Pty Ltd
Investment holding and provision
of online education platform and
services
Singapore
Singapore
Provision of online program
management, online education
platform and services.
Australia
OpenLearning Global (M)
Sdn Bhd
Provision of online education
platform and services.
Malaysia
* 63.89% held via OLG Australia Investors Pte Ltd.
2021
%
100
100
100
100
2020
%
100
100*
100
100
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21. Operating segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by management
in assessing performance and determining the allocation of resources.
The Group has in previous financial years reported its operating segments on the basis of geographical locations,
i.e. Australia, Malaysia, Singapore and Corporate (based in Australia). The Group has now revised its reportable operating
segments on the basis of revenue and cost originations, as follows:
(a) Australia;
(b) South East Asia;
(c) Global Platform;
(d) Global Services; and
(e) Corporate Overheads.
2021
AUSTRALIA
SOUTH EAST
ASIA
GLOBAL
PLATFORM
GLOBAL
SERVICES
CORPORATE
OVERHEADS
Revenue:
External sales
Segment results:
Web‑hosting and
other direct costs
Employees benefit
expenses
Depreciation and
amortisation
Promotional and
advertising
Professional services
General and
administration
$
$
$
2,741,436
555,027
211,079
(847,879)
(15,568)
(2,429,197)
(817,583)
(212,518)
(38,675)
(445,945)
(244,963)
(20,642)
(37,248)
(136,761)
(21,710)
–
–
–
–
–
–
$
–
(991,994)
$
–
–
TOTAL
$
3,507,542
(1,855,441)
(1,763,546)
(835,900)
(5,846,226)
(36,744)
(297)
(288,234)
(475)
(28,835)
(495,897)
(539,913)
(312,413)
(1,134,537)
(278,790)
(354,055)
(791,316)
Segment profit/(loss)
(1,470,541)
(381,107)
211,079
(3,736,151)
(1,349,360)
(6,726,080)
Segment assets
Segment liabilities
3,592,693
1,435,977
577,927
553,722
–
–
–
–
2,351,700
6,522,320
406,980
2,396,679
2020
AUSTRALIA
SOUTH EAST
ASIA
GLOBAL
PLATFORM
GLOBAL
SERVICES
CORPORATE
OVERHEADS
Revenue:
External sales
Segment results:
Web‑hosting and
other direct costs
Employees benefit
expenses
Depreciation and
amortisation
Promotional and
advertising
Professional services
General and
administration
$
–
(574,750)
$
–
–
TOTAL
$
1,888,636
(590,852)
(1,513,646)
(919,262)
(4,703,663)
(22,829)
–
(253,569)
–
(443,420)
(122,837)
(188,752)
(370,417)
(985,211)
(262,575)
(212,371)
(756,529)
–
–
–
–
–
–
$
$
$
1,285,587
509,996
93,053
–
(16,102)
(1,494,810)
(775,945)
(141,420)
(89,320)
(238,458)
(295,882)
(174,777)
(9,122)
(57,157)
(106,806)
(540,262)
846,714
636,458
Segment profit/(loss)
(1,112,536)
Segment assets
Segment liabilities
4,075,580
1,269,959
93,053
(2,309,975)
(1,754,545)
(5,624,265)
–
–
–
–
5,196,185
10,118,479
240,913
2,147,330
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Notes to the Financial Statements (Continued)
22. Cash flow information
Reconciliation of cash flows from operating activities with loss after income tax:
Loss after tax
Non‑cash flows in loss for the year:
Depreciation and amortisation
Write‑off / Loss on disposal of furniture, fittings and equipment
Unrealised exchange (gain) / loss
Gain on lease modification
Share‑based payment
Changes in assets and liabilities:
Decrease in trade and other receivables
Increase in trade and other payables
Net cash flows used in operating activities
GROUP
2021
$
2020
$
(6,726,080)
(5,624,265)
288,234
–
(43,355)
(15,241)
1,369
39,461
446,114
253,569
1,422
23,332
–
131,643
125,032
100,419
(6,009,498)
(4,988,848)
68
23. Events after the reporting period
During the financial year, the Company undertook a pro‑rata non‑renounceable entitlement issue of 1 share for every
6 shares held by shareholders registered at record date at an issue price of $0.093 per share. The prospectus for this
entitlement issue also contains an offer to Alchemy Tribridge Sapphire Pty Ltd of 6,422,908 options exercisable at $0.093
per share on or before 30 September 2022.
The pro‑rata non‑renounceable entitlement issue closed after the financial year end on 14 January 2022. As a result,
the Company issued 17,026,099 shares raising $1,583,427 from eligible shareholders. The Company intends to place
to institutional investors the shortfall amount of $1,475,626 arising from the entitlement issue.
Directors’ Declaration
In accordance with a resolution of the directors of OpenLearning Limited, the directors of the Company declare that:
1.
the financial statements and notes, as set out, are in accordance with the Corporations Act 2001 and:
a. comply with Australian Accounting Standards, which, as stated in accounting policy Note 1 to the financial
statements, constitutes compliance with International Financial Reporting Standards; and
b. give a true and fair view of the financial position as at 31 December 2021 and of the performance for the year ended
on that date of the consolidated group;
2.
in the directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable; and
3. the directors have been given the declarations required by section 295A of the Corporations Act 2001 from the
Chief Executive Officer and Chief Financial Officer.
On behalf of the Board of Directors
Kevin Barry
Chairman
Dated: 30 March 2022
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Independent Auditor’s Report
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Independent Auditor’s Report (Continued)
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Independent Auditor’s Report (Continued)
74
Shareholder Information
The shareholder information set out below was applicable as at 29 March 2022
A. Distribution of Equity Securities – Ordinary Shares
Analysis of numbers of equity security holders by size of holding:
SPREAD OF HOLDINGS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
TOTAL
NUMBER
OF HOLDERS
41
448
335
748
226
NUMBER
OF UNITS
6,470
1,415,615
2,793,872
26,534,072
183,634,370
% OF TOTAL
ISSUED
CAPITAL
0.00%
0.66%
1.30%
12.38%
85.66%
1,798
214,384,399
100.00%
Based on the price per security, number of holders with an unmarketable holding: 574, with total 1,932,019, amounting to
0.90% of Issued Capital
B. Distribution of Equity Securities – Share Options
Analysis of numbers of option holders by size of holding:
SPREAD OF HOLDINGS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
TOTAL
C. Distribution of Equity Securities – Performance Rights
Analysis of numbers of Performance Rights holders by size of holding:
SPREAD OF HOLDINGS
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
TOTAL
NUMBER
OF HOLDERS
NUMBER
OF UNITS
% OF TOTAL
SHARE
OPTIONS
–
–
–
5
10
15
–
–
–
–
–
–
250,000
15,216,241
1.62%
98.38%
15,466,241
100.00%
NUMBER OF
HOLDERS
NUMBER OF
UNITS
% OF TOTAL
PERFORMANCE
RIGHTS
–
–
–
–
5
5
–
–
–
–
–
–
–
–
950,000
950,000
100.00%
100.00%
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Shareholder Information (Continued)
D. Equity Security Holders – Ordinary Shares
Twenty largest quoted equity security holders. The names of the twenty largest holders of quoted equity securities are
listed below:
NAME
ALCHEMY TRIBRIDGE SAPPHIRE PTY LTD
MAGNA INTELLIGENT SDN BHD
BNP PARIBAS NOMS(NZ) LTD
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