APPENDIX 4E PRELIMINARY FINAL REPORT A.B.N. 99 000 094 995 Appendix 4E Preliminary Final Report Year ended 30 June (previous corresponding period: 30 June ) Tomizone Limited ("Tomizone" or "the Company ) is pleased to report its 30 June preliminary final report. This announcement should be read in conjunction with the Progress Update Presentation release of 29 August. Principal Activities Tomizone is a Software as a Service (SaaS) company that powers invenue digital experiences to drive consumer engagement and revenue for customers. The Tomizone vision is to create the best connectivity and insight software products and sell them to the world. The mission of the Company is to connect enterprise customers to consumers by leveraging opportunities enabled by the Internet of Things (IoT). Tomizone solves bestpractice invenue engagement with a payasyougrow software subscription. The Tomizone Lightswitch cloudhosted software can be deployed at any venue and on any existing WiFi network to create meaningful and relevant consumer engagement. Rule 4.3A Note 2 Results for announcement to the market The financial report is presented in Australian dollars. 2.1 2.2 2.3 Results in accordance with Australian Accounting Standards Revenue from ordinary activities down 21.5% to 2,720,240 from 3,464,196 NPAT from ordinary activities down 41.7% to (3,688,148) from (2,602,511) Net profit for the period attributable to members of the parent up 48.9% to (4,593,492) from 2.4 Dividends (distributions) In respect of the financial year ended 30 June, there have been no dividends paid or provided for (: nil). 2.5 Not applicable. 2.6 Brief explanation of the figures reported above to enable the figures to be understood The Company has generated revenue of 2.7m during the FY period (: 3.5m). The revenue number whilst disappointing does not reflect the substantial opportunity for Tomizone, and results from a number of challenges the Company addressed throughout the last financial year as a transition from a private company to a public company. Notable challenges were the: necessity to restructure the executive management which included the replacement of the former CEO and CoFounder/Director with a high calibre aaglobally experienced CEO delay in the refinancing of the Company core debt which was resolved and successfully refinanced in June material cash burn due to high cost structure which the Company has successfully addressed by optimizing its cost base, resulting in 3.1m of aa(annual) savings going forward fulfillment of the software feature sets to allow the Company to focus on large enterprise customers which led to the launch of Tomizone Lightswitch aaconnect The Company is pleased to report that as a result of the significant restructuring, it now has a solid foundation from which to grow. Revenues have declined due to paid airtime revenue decreasing as consumers shift to free WiFi usage and as Tomizone transitions from a paid airtime model to a subscription based model consistent with shifting market demands. The Lightswitch software meets current and future market needs with feature sets such as analytics, consumer profiling, location based services, and marketing campaign management, rather than focusing on a paid airtime functionality alone. Subscription services and new project revenue grew 19% and subscription revenues now represent 38% of the total revenue (: 29%). Improved direct cost management resulted in an increase in gross margin from 55.5% in to 57.1%. Operating expenses increased in the first half of the year due to sales staffing, sales delivery, and product development costs. Additional operating costs were incurred with respect to the new listing and associated legal and transactional costs. Net profit after tax (NPAT) has declined 1.1m on due to revenue decline (0.7m) and increased operating costs (1.2m) in the first half of the year, now materially reduced in the second half, and also offset by reductions in depreciation and financing costs (+0.8m) over the prior year. The and the comparative figures reflect a number of oneoff nonoperating entries related to acquisition, capital raising, restructuring and listing activity over the period. These oneoff costs have significantly increased the reported net loss in the year to 30 June 4.6m (: 9.0m). Of 0.9m oneoff costs in, all were noncash entries (: 6.4m oneoff costs, 6.0m related to noncash entries).
3 Consolidated Statement of Profit or Loss and Other Comprehensive Income Revenues 1 2,720,240 Direct costs Finance costs Profit / (loss) before income tax Income tax credit Other Comprehensive Income Items that may be reclassified subsequently to profit & loss: Movement in Foreign Currency Translation Other comprehensive income / (loss) for the period, net of income tax Total comprehensive income / (loss) for the period (574,570) Other nonoperating income / (costs) 11,414 Listing expense on acquisition 3 (3,816,905) Share based payments (recognition cost of options issued in prior periods) (600,758) (4,782,188) The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes. (982,120) 188,696 102,377 (4,630,235) (1,530,804) Gross profit 1,554,819 1,933,392 Operating expenses 1 Depreciation and amortisation 1 1 (1,165,421) (336,256) Profit / (loss) before income tax and finance costs (4,279,753) (8,321,573) Finance income 15,967 7,430 1 (518,402) (783,067) Net profit/(loss) after tax (4,593,492) 3,464,196 Operating earnings before interest, taxation, depreciation & amortisation (2,799,839) (874,795) (1,054,456) Impairment of intangibles (316,000) (1,205,988) Other acquisition advisory costs Note (4,354,658) (2,808,187) (51,053) (9,097,210) (9,042,430) 14.1 Earnings per (EPS) Basic EPS Diluted EPS EPS calculation is based on the weighted average number of s on issue throughout the period. (4.87) (4.87) (12.06) (12.06) Page 2
4 Consolidated Statement of Financial Position As at 30 June Current Assets Cash and cash equivalents Trade and other receivables Inventories & Work in Progress Other financial assets Total current assets Noncurrent assets Other financial assets Property, plant and equipment Goodwill Other intangible assets Deferred tax assets Total noncurrent assets 2,493,429 2,713,417 Total assets 5,225,060 7,117,955 Current Liabilities Trade and other payables 2,387,662 1,987,232 Interestbearing loans and borrowings 57,294 1,233,811 Bank overdraft and other liabilities 117,397 134,545 Employee benefit liabilities 219,552 124,855 Deferred revenue 520,434 43,999 Other financial liabilities 51,903 219,278 Total current liabilities 3,354,242 3,743,720 Noncurrent liabilities Interestbearing loans and borrowings Deferred tax liabilities Other financial liabilities Total noncurrent liabilities Total liabilities Net assets / (liabilities) Equity Contributed equity Reserves Accumulated losses Total equity The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes. Note 2 1,676,020 1,049,735 5,876 2,731,631 11,633 373,243 338,896 1,765,297 4,360 3,827,866 55,048 3,882,914 7,237,156 (2,012,096) 18,804,902 430,085 (21,247,083) (2,012,096) 4,039,448 257,415 31,881 75,794 4,404,538 10,711 619,980 338,896 1,740,406 3,424 1,293,325 244,514 1,537,839 5,281,559 1,836,396 18,804,902 (314,915) (16,653,591) 1,836,396 Commentary on Consolidated Statement of Financial Position Net current assets (NCA) 2.7m (: 4.4m) reflect the holdings of cash reserves, following successful 20 June capital refinancing and large increases in customer invoicing and receivables. Non current assets 2.5m (: 2.7m) consist of the Jimojo business software platform and customer base intangibles (being amortised), internally developed Tomizone Lightswitch software platforms (now fully completed 30 June, commercialised, and being amortised), and WiFi equipment lease assets. Operating leases on WiFi hardware 0.2m (: 0.4m) deployed are treated as finance leases for accounting purposes. The change in current and non current interest bearing borrowing reflects the successful capital refinancing on 20 June converting core current and noncurrent borrowing (: 2.5m) to 3.8m of convertible bond debt with significantly reduced debt servicing overhead to the Company. The capital refinancing benefited the Company through introducing new strategic investors to the holder base, reducing debt servicing cost, assisted organisation restructuring and reduced cost base, and further aligned Board and Senior Management with existing holder interests. Page 3
5 Consolidated Statement of Cash Flows Cash flows from operating activities Receipts from customers (1) 2,500,666 2,932,736 Payments to suppliers and employees Interest received (5,426,489) 17,061 (3,935,681) 7,430 Borrowing costs paid (400,638) (542,575) Costs related to acquisition of subsidiary (470,619) Net cash flows from/(used in) operating activities (3,309,400) (2,008,709) Cash flows from investing activities Acquisition of a subsidiary (119,473) Cash acquired on acquisition of Tomizone Limited 944,928 (525,739) (626,414) (26,740) (103,517) (552,480) 95,524 Investment in intellectual property Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Net cash flows from/(used in) investing activities Cash flows from financing activities Proceeds from issues of s and exercise of options Proceeds from borrowings Repayment of borrowings Transaction costs on issue of s Net cash flows from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Effect of exchange rate changes on cash Cash and cash equivalents at the end of the financial year The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes. Note 2 2,856,738 (1,356,504) 1,500,233 (2,361,647) 3,950,225 5,764 1,594,343 6,214,695 1,045,217 (1,052,124) (318,417) 5,889,371 3,976,186 (203) (25,758) 3,950,225 (1) Where customers (hotspot owners) collect revenue from a consumer (individual WiFi user) on Tomizone's behalf via onsite voucher cash sales, the cash receipt by Tomizone from the customer is reflected as net of commission for cash settlement purposes. This payable is then offset against individual customer's clearing account whereby the net account balance, if any, is net settled to Tomizone. This results in reported operating cash flow receipts from customers being lower than recognised sales revenue. 6 Consolidated Statement of Changes in Equity Year ended 30 June Balance at 1 July 2014 Loss for the period Other comprehensive income Total comprehensive income for the period Issue of capital private placements Contributed Equity 6,958,292 5,942,782 Reserves (358,512) Accumulated Losses (7,658,758) Total Equity (1,058,978) (9,042,430) 5,942,782 Issue of capital public placements 5,000,000 5,000,000 Capitalised equity raising costs (net of tax) (202,629) (202,629) Sharebased payments 982,120 982,120 Fair value of TOM preexisting options 22/05/15 124,337 124,337 Issue of options 91,194 91,194 Balance at 30 June 18,804,902 (314,915) (16,653,591) 1,836,396 Year ended 30 June Balance at 1 July 18,804,902 (314,915) Loss for the period Other comprehensive income Total comprehensive income for the period Issue of convertible note Recognition of prior period issued options Balance at 30 June 18,804,902 180,985 600,758 430,085 The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes. (16,653,591) (4,593,492) (4,593,492) (21,247,083) 1,836,396 (4,593,492) (4,630,235) 180,985 600,758 (2,012,096) Page 4
Notes to the Consolidated Financial Statements 1. Revenue and Expenses Profit before income tax expense includes the following revenues and expenses: (a) Revenue Revenue from operations (b) Other income Interest (c) Expenses Direct costs Operating activities Depreciation expense (included in expenses above) Plant and equipment Amortisation expense (included in expenses above) Software intangible amortisation Customer intangible amortisation Other assets Total depreciation and amortisation expense 2,720,240 3,464,196 2,720,240 3,464,196 15,967 1,165,421 4,354,658 5,520,079 7,430 319,452 323,091 319,452 323,091 69,118 186,000 255,118 574,570 1,530,804 2,808,187 4,338,991 627,365 104,000 731,365 1,054,456 (d) Other income and expense disclosures Finance costs expensed: Debt facilities Other finance costs 467,010 51,392 518,402 610,208 172,859 783,067 2. Cash and Cash Equivalents For the purpose of the Cash Flow Statement, cash and cash equivalents are comprised of the following: Cash on hand and at bank deposits on call Bank overdrafts 1,676,020 (81,677) 1,594,343 4,039,448 (89,223) 3,950,225 3. Share Based Payment transaction acquisition of Tomizone Limited In the prior financial year, on 22 May, Tomizone Limited (formerly PHW Consolidated Limited and referred to in this note as "the Company") acquired 100% of the issued capital of Tomizone New Zealand Limited ("TNZ") and its subsidiaries ("Tomizone Group"). The acquisition was seen as an opportunity to use the existing listed company structure of the Company and provide existing holders of the Company the opportunity to participate in the future opportunities of Tomizone Group. Following completion, the TNZ holders held 50.9% of the Company. As a consequence of this, the acquisition is accounted for as a reverse acquisition by way of a based payment transaction. The acquisition resulted in a deemed consideration in excess of the carrying value of net assets in PHW of 3,816,905. This was immediately written off as a listing expense in the year ended 30 June. Page 5
Notes to the Consolidated Financial Statements continued 9 Net Tangible Assets per Basic NTA per (4.33) (0.32) Diluted NTA per (4.33) (0.32) NTA per calculation is based on weighted average number of s on issue throughout the period. 12 Other Significant Information The Group has no contingent liabilities at 30 June. The Group has no matters or other circumstances post 30 June that may impact interpretation of these financial statements. The financial statements of the Tomizone Limited and its subsidiaries have been prepared on a going concern basis, which contemplates the continuation of normal business operations and the realisation of assets and settlement of liabilities in the normal course of business. 14 Commentary on the results for the period 14.1 Earnings Per Share refer to section above 14.2 Returns to holders including distributions and buy backs refer to section above. 14.3 Significant features of operating performance articulated in Commentary section above 14.4 The Group's operating segment has been determined based on internal management structure and the nature of the product provided by the Group. It reflects the business level at which financial information is provided to management for decision making regarding resource allocation and performance assessment. On this basis it is concluded that the Group is reviewed for management purposes as a single operating segment. 14.5 A discussion of trends in performance articulated in Commentary section above 14.6 Unless otherwise explicitly stated above there are no other significant factors that could not be quantified. 15 Audit This report is based on accounts which are in the process of being audited. It is not considered likely that any audit qualification will arise. David McAllansmith CFO and Company Secretary 31st day of August,. Page 6