Financial Statements for the Year Ended 30 September 2017
FINANCIAL
STATEMENTS 2017
CONTENTS
1 Auditor’s Report
5 Directors’ Responsibility Statement
6 Statement of Comprehensive Income
7 Statement of Financial Position
8 Statement of Changes in Equity
9 Statement of Cash Flows
10 Notes to the Financial Statements
31 Disclosures
36 Corporate Directory
5 / DIRECTORS RESPONSIBILITY STATEMENT
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are required to prepare financial statements for each financial year that present fairly the financial position of the Group and its
operations and cash flows for that period.
The Directors consider these financial statements have been prepared using accounting policies suitable to the Group’s circumstances, which
have been consistently applied and supported by reasonable judgements and estimates, and that all relevant financial reporting and accounting
standards have been followed.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy, at any time, the financial position of
the Group and to enable them to ensure that the financial statements comply with the Companies Act 1993. They are also responsible for
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Board of Directors of the Company authorised these financial statements for issue on 29 November 2017.
For and on behalf of the Board of Directors:
John Clifford Graham Shaw
Chairman Director
Date: 29 November 2017 Date: 29 November 2017
STATEMENT OF COMPREHENSIVE INCOME / 6
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2017
($000)NOTES20172016
Revenue375,18152,734
Expenditure4(51,277)(36,007)
Profit before depreciation, amortisation, acquisition related costs, financing and tax23,90416,727
Depreciation and amortisation5(3,991)(2,377)
Acquisition related costs6(1,325)-.
Profit before financing and tax18,58814,350
Finance income78187
Finance expense(1,230)(1,395)
Net finance expense7(1,152)(1,208)
Profit before tax17,43613,142
Income tax expense8(5,611)(3,534)
Profit attributable to the shareholders of the company11,8259,608
OTHER COMPREHENSIVE INCOME
Translation of international subsidiaries3,58078
Total comprehensive income for the year15,4059,686
EARNINGS PER SHARE FROM PROFIT ATTRIBUTABLE TO ORDINARY EQUITY
HOLDERS OF THE PARENT (EXPRESSED IN DOLLARS PER SHARE)
Basic and diluted earnings per share10$0.15$0.13
The accompanying notes form part of these financial statements.
7 / STATEMENT OF FINANCIAL POSITION
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2017
($000)NOTES20172016
CURRENT ASSETS
Cash and cash equivalents149,72718,818
Trade and other receivables1521,7139,791
Inventory336-.
Total current assets31,77628,609
NON-CURRENT ASSETS
Property, plant and equipment162,5241,024
Goodwill17122,21240,277
Intangibles1841,95816,366
Deferred tax asset92,8881,914
Total non-current assets169,58259,581
Total assets201,35888,190
CURRENT LIABILITIES
Trade payables and accruals194,9791,570
Deferred revenues9,4888,479
GST payable1,434501
Financial liabilities22527-.
Employee entitlements204,7373,299
Income tax payable2,583972
Total current liabilities23,74814,821
NON-CURRENT LIABILITIES
Bank loans2144,989-.
Trade payables and accruals19693-.
Financial liabilities225,964-.
Employee entitlements20361334
Deferred tax liabilities97,0762,072
Total non-current liabilities59,0832,406
Total liabilities82,83117,227
Net assets118,52770,963
EQUITY
Share capital11101,49060,396
Share based payment reserve1223961
Foreign currency translation reserve3,820240
Retained earnings12,97810,266
Total shareholders’ equity118,52770,963
The accompanying notes form part of these financial statements.
STATEMENT OF CHANGES IN EQUITY / 8
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2017
($000)NOTES
SHARE
CAPITAL
SHARE BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
TRANSLATION
RESERVE
TOTAL
EQUITY
Balance as at 1 October 201560,396
-.
8,94616269,504
Profit attributable to the shareholders
of the company-.-.9,608-.9,608
Other comprehensive income-.
-.
-.7878
Total comprehensive income for the year,
net of tax-.9,60878.9,686
TRANSACTIONS WITH OWNERS:
Share based payments12-.61-.-.61
Dividends paid13-.-.(8,288)-.(8,288)
Balance at 30 September 201660,3966110,26624070,963
Balance as at 1 October 201660,3966110,26624070,963
Profit attributable to the shareholders
of the company-.-.11,825-.11,825
Other comprehensive income-.-.-.3,5803,580
Total comprehensive income for the year,
net of tax-.-.11,8253,58015,405
TRANSACTIONS WITH OWNERS:
Issue of capital1141,094-.-.-.41,094
Share based payments12-.178-.-.178
Dividends paid13-.-.(9,113)-.(9,113)
Balance at 30 September 2017101,49023912,9783,820118,527
The accompanying notes form part of these financial statements.
9 / STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
($000)NOTES20172016
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers69,16955,242
Payments to suppliers and employees(50,302)(33,832)
Income tax paid(4,808)(5,651)
Net cash inflow from operating activities
29
14,05915,759
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment(1,268)(745)
Purchase of intangibles(920)(165)
Acquisition of a business, net of cash(77,636)-.
Net cash outflow from investing activities(79,824)(910)
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares35,512-.
Costs in relation to issue of ordinary shares(110)-.
Drawdown of borrowings42,481-.
Repayment of borrowings(11,852)-.
Interest (paid)/received(493)187
Dividends paid13(9,113)(8,288)
Net cash inflow/(outflow) from financing activities56,425(8,101)
Net (decrease)/increase in cash held(9,340)6,748
Foreign currency translation adjustment249(302)
Cash at beginning of the financial year18,81812,372
Closing cash and cash equivalents9,72718,818
The accompanying notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS / 10
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Gentrack Group Limited is a limited liability company, domiciled and
incorporated in New Zealand and registered under the New Zealand
Companies Act 1993. The registered office of the Company is 17
Hargreaves Street, Auckland 1011, New Zealand.
The financial statements presented are for Gentrack Group Limited
and its subsidiaries (together ‘the Group’) for the year ended 30
September 2017. Last year comparatives are for the year ended 30
September 2016.
The consolidated financial statements of the Group for the year ended
30 September 2017 were authorised for issue in accordance with a
resolution of the directors on 29 November 2017.
The Group’s principal activity is the development, integration, and
support of enterprise billing and customer management software
solutions for the utility (energy and water) and airport industries.
(a) CHANGES IN ACCOUNTING POLICY
The accounting policies adopted are consistent with those of the
previous year.
Certain comparatives have been updated to ensure consistency with
current year presentation.
(b) BASIS OF PREPARATION
The financial statements have been prepared in accordance with New
Zealand Generally Accepted Accounting Practice (‘NZ GAAP’). They
comply with the New Zealand Equivalents to International Financial
Reporting Standards (‘NZ IFRS’) and other applicable Financial
Reporting Standards as appropriate to profit-oriented entities. The
financial statements comply with International Financial Reporting
Standards (‘IFRS’).
The Company is an FMC entity for the purposes of the Financial
Reporting Act 2013 and Financial Markets Conduct Act 2013 and is
listed on the New Zealand Stock Exchange (NZX) and the Australian
Securities Exchange (ASX).
The financial statements have been prepared in accordance with the
requirements of the Financial Reporting Act 2013, Financial Markets
Conduct Act 2013 and the Companies Act 1993.
Presentation currency
The financial statements are presented in New Zealand dollars unless
otherwise stated and all values are rounded to the nearest $1,000
(where rounding is applicable). The functional currency is New
Zealand dollars (‘NZD’).
Use of estimate and judgements
In preparing the financial statements, management has to make
certain judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, revenue and expenses. The actual outcome may differ from
these judgements, estimates and assumptions. Judgements,
estimates and assumptions are reviewed on an ongoing basis and are
based on historical experience and various other factors, including
expectations about future events, which are believed to be reasonable
under the circumstances. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any
future periods affected.
The significant judgements, estimates and assumptions made by
management in the preparation of these financial statements are
outlined below.
(i) Impairment of goodwill and other assets
The Group tests annually whether goodwill has suffered any
impairment, in accordance with the accounting policy stated in note
1(f). The recoverable amounts of cash-generating units have been
determined based on value-in-use calculations. These calculations
require the use of assumptions. Refer to note 17 for details of these
assumptions and the potential impact of changes to the assumptions.
All other assets are reviewed for indicators or object evidence of
impairment. If indicators or objective evidence exists, the recoverable
amount is reviewed.
(ii) Revenue recognition
Revenue recognition involves certain revenue streams being
recognised based on the stage of completion. This is discussed in
more detail in note 3.
(c) BASIS OF CONSOLIDATION
Business combinations
Business combinations are accounted for using the acquisition method
as at the acquisition date, which is the date on which control is
transferred to the Group. Control is the exposure or right to variable
returns from involvement with the entity and the ability to affect those
returns through power over the entity.
The Group recognises the fair value of all identifiable assets, liabilities
and contingent liabilities of the acquired business. Goodwill is
measured as the excess cost of the acquisition over the recognised
assets and liabilities. When the excess is negative (negative goodwill),
the amount is recognised immediately in the Statement of
Comprehensive Income.
The Group applies the anticipated acquisition method where it has the
right and the obligation to purchase any remaining non-controlling
interest (so-called put/call arrangements). Under the anticipated
acquisition method the interests of the non-controlling shareholder are
derecognised when the Group’s liability relating to the purchase of its
shares is recognised. The recognition of the financial liability implies
that the interests subject to the purchase are deemed to have been
acquired already. Therefore, the corresponding interests are presented
as already owned by the Group even though legally they are still
non-controlling interests. The initial measurement of the fair value of
the financial liability recognised by the Group forms part of the
consideration for the acquisition.
This is discussed in more detail in note 30.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls
an entity when the Group 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. In assessing
control, potential voting rights that currently are exercisable are taken
into account. The financial statements of subsidiaries are included in
the consolidated financial statements from the date that control
commences until the date that control ceases. The accounting policies
of subsidiaries have been changed when necessary to align them with
the policies adopted by the Group.
11 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
Transactions eliminated on consolidation
Intra-group balances and any unrealised income and expenses arising
from intra-group transactions, are eliminated in preparing the
consolidated financial statements.
(d) SALES TAX
The Statement of Comprehensive Income and the Statement of Cash
Flows have been prepared so that all components are stated exclusive
of sales tax, except where sales tax is not recoverable. All items in the
Statement of Financial Position are stated net of sales tax with the
exception of receivables and payables, which include sales tax invoiced.
Commitments and contingencies are disclosed net of the amount of
sales tax recoverable from, or payable to, the taxation authority.
Sales tax includes Goods and Services Tax (GST) and Value Added Tax
(VAT) where applicable.
(e) FOREIGN CURRENCY TRANSLATIONS
Items included in the financial statements of each of the Group’s
entities are measured using the currency of the primary economic
environment in which the entity operates (‘the functional currency’).
The consolidated financial statements are presented in New Zealand
dollars ($) (the ‘presentation currency’), which is the Company’s
functional currency. Foreign currency transactions are translated into
the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of Comprehensive
Income. Foreign exchange gains and losses are presented in the
Statement of Comprehensive Income within net finance expense.
The Group translates the results of its foreign operations from their
functional currencies to the presentation currency of the Group using
the closing exchange rate at balance date for assets and liabilities and
the average monthly exchange rates for income and expenses. The
difference arising from the translation of the Statement of Financial
Position at the closing rates and the Statement of Comprehensive
Income at the average rates is recorded within the foreign currency
translation reserve.
(f) IMPAIRMENT
At each reporting date, the Group assesses whether there is any
indication that an asset may be impaired. Where an indicator of
impairment exists, the Group makes a formal estimate of the
recoverable amount. Where the carrying value of an asset exceeds its
recoverable amount, the asset is considered impaired and is written
down to its recoverable amount.
Recoverable amount is the greater of fair value less costs to sell or the
asset’s value in use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). Non-financial assets
other than goodwill that suffered an impairment are reviewed for
possible reversal of the impairment at each reporting date.
(g) LOANS AND RECEIVABLES
The Group classifies its financial assets as loans and receivables.
Management determines the classifications of its financial assets at
initial recognition. The Group’s loans and receivables are non-
derivative financial assets with fixed or determinable payments that
are not quoted in an active market. They are included in current
assets, except for those with maturities greater than 12 months after
the reporting date. These are classified as non-current assets. The
Group’s loans and receivables comprise ‘trade and other receivables’
and ‘cash and cash equivalents’ in the Statement of Financial Position.
Loans and receivables are carried at amortised cost using the
effective interest method. The Group assesses at each reporting date
whether there is objective evidence that a financial asset or a group of
financial assets is impaired. Impairment testing of trade receivables is
described in Note 15.
(h) INVENTORY
Inventories are stated at the lower of cost and net realisable value.
Cost is calculated using a weighted average method and includes
expenditure incurred to purchase the inventory and transport it to its
current location. Net realisable value is the estimated selling price of
the inventory in the ordinary course of business less costs necessary
to make the sale. The cost of inventories consumed during the year
are recognised as an expense and included in expenditure in the
Statement of Comprehensive Income.
(i) PROVISIONS
The Group recognises a provision when it has a present legal or
constructive obligation as a result of past events, it is probable that an
outflow of resources will be required to settle the obligation, and the
amount has been reliably estimated. Provisions are not recognised for
future operating losses.
Where there are a number of similar obligations, the likelihood that an
outflow will be required in settlement is determined by considering the
class of obligations as a whole.
Provisions are measured at the present value of the expenditure
expected to be required to settle the obligation using a pre-tax rate
that reflects current market assessments of the time value of money
and the risks specific to the obligation. The increase in the provision
due to the passage of time is recognised as a finance expense in the
Statement of Comprehensive Income.
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued...
NOTES TO THE FINANCIAL STATEMENTS / 12
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
(j) STANDARDS OR INTERPRETATIONS ISSUED BUT NOT YET
EFFECTIVE AND RELEVANT TO THE GROUP
The International Accounting Standards Board has issued a number of
standards, amendments and interpretations which are not yet effective
and which may have an impact on the Group’s financial statements.
These are detailed below. The Group has not applied these in
preparing these financial statements and will apply each standard in
the period in which it becomes mandatory:
(a) NZ IFRS 9 – Financial Instruments – Classification and
Measurement
This standard addresses the classification, measurement and
de-recognition of financial assets, financial liabilities, impairment
of financial assets and hedge accounting, and will be effective for
the year ended 30 September 2019. The Group is currently
assessing the impact of the implementation of this standard.
1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued...
(b) NZ IFRS 16 – Leases
This standard requires a lessee to recognise a lease liability
reflecting the future lease payments and a ‘right-of-use asset’ for
substantively all lease contracts, and will be effective for the year
ended 30 September 2020. The Group is currently assessing the
impact of the implementation of this standard.
(c) NZ IFRS 15 – Revenue from Contracts with Customers
This standard establishes the framework for revenue recognition,
and will be effective for the year ended 30 September 2019. The
Group is currently in the process of assessing and does not
expect there to be a material impact from the implementation of
this standard.
13 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
2 OPERATING SEGMENTS
An operating segment is a component of an entity that engages in business activities from which it may earn revenue and incur expenses, whose
operating results are regularly reviewed by the entity’s Chief Operating Decision Maker to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete financial information is available. Operating segments, are aggregated for disclosure
purposes where they have similar products and services, production processes, customers, distribution methods and regulatory environments.
The Group currently operates in two business segments, utility billing software and airport management software, as at 30 September 2017. These
segments have been determined based on the reports reviewed by the Board (Chief Operating Decision Maker) to make strategic decisions.
The assets and liabilities of the Group are reported to and reviewed by the Chief Operating Decision Maker in total and are not allocated by
business segment. Therefore, operating segment assets and liabilities are not disclosed.
($000)UTILITYAIRPORTTOTAL
GROUP – FOR THE YEAR ENDED 30 SEPTEMBER 2017
External revenue63,52311,65875,181
Total expenditure(42,833)(8,444)(51,277)
Segment contribution before depreciation, amortisation, acquisition related
costs, financing and tax20,6903,21423,904
Depreciation and amortisation(3,991)
Acquisition related costs(1,325)
Finance income78
Finance expense(1,230)
Income tax expense(5,611)
Profit attributable to the shareholders of the company11,825
GROUP – FOR THE YEAR ENDED 30 SEPTEMBER 2016
External revenue44,7707,96452,734
Total expenditure(30,771)(5,236)(36,007)
Segment contribution before depreciation, amortisation,
financing and tax13,9992,72816,727
Depreciation and amortisation(2,377)
Finance income187
Finance expense(1,395)
Income tax expense(3,534)
Profit attributable to the shareholders of the company9,608
($000)20172016
REVENUE BY DOMICILE OF ENTITY
Australia30,27425,436
New Zealand18,39727,298
United Kingdom23,126-.
Rest of World3,384-.
75,18152,734
REVENUE BY DOMICILE OF CUSTOMER
Australia33,25826,618
New Zealand12,2839,939
United Kingdom23,09212,543
Rest of World6,5483,634
75,18152,734
Revenues of approximately $10,361,000 (2016: $14,395,000) are derived from single customers and their subsidiaries from which revenue is 10%
or more of the Group’s revenue. These revenues are attributable to the utility business segment.
NOTES TO THE FINANCIAL STATEMENTS / 14
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
3 REVENUE
($000)20172016
OPERATING REVENUE:
Recurring21,09714,424
Non-recurring6,2923,626
Professional services47,15334,172
74,54252,222
OTHER INCOME:
Government grants639512
Total revenue75,18152,734
Government grants includes revenue relating to a 3 year agreement for ‘Technology Development Grant Funding’ with Callaghan Innovations. This
was effective from 1 January 2014 to 31 December 2016. A new 3 year agreement has been signed that is effective from 1 January 2017 to
31 December 2019.
Revenues are recognised at the fair value of the consideration received or receivable.
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the
entity and specific criteria have been met for each of the Group’s activities as described below. The Group bases its estimates on the historical
results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.
Revenue is recognised for the major business activities as follows:
SOFTWARE LICENCE FEE REVENUE (NON-RECURRING)
Revenue from licence fees due to software sales is recognised on the transferring of significant risks and rewards of control of the licensed software
under agreement between the Company and the customer.
IMPLEMENTATION SERVICES REVENUE FOR LICENSED SOFTWARE (PROFESSIONAL SERVICES)
Revenue from implementation services attributable to licensed software is recognised based on the stage of completion, typically in accordance
with the achievement of contract milestones and/or hours expended, and forecast.
POST SALES CUSTOMER SUPPORT REVENUE FOR LICENSED SOFTWARE (RECURRING)
Post sales customer support (‘PSCS’) revenue for licensed software comprises fees for ongoing upgrades, minor software revisions and helpline
support. PSCS revenue is allocated between annual fees for helpline support and fees for rights of access to ongoing upgrades and minor
software patches. At each reporting date, the unearned portion of the revenue is assessed and deferred to be recognised over the period of
service.
CONSULTING SERVICES REVENUE (PROFESSIONAL SERVICES)
Revenue from project services agreements is based on the stage of completion, typically in accordance with the achievement of contract
milestones and/or hours expended, and forecast.
DEFERRED REVENUES
Consideration received prior to the goods or service being rendered is recognised in the Statement of Financial Position as deferred revenues.
ACCRUED INCOME
Revenue for which goods or services have been rendered but invoices have not been issued is recognised within the Statement of Financial
Position as accrued income and included within trade and other receivables.
GOVERNMENT GRANTS
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group
will comply with all attached conditions. When a grant relates to an expense item, it is recognised as income over the period necessary to match
the grant on a systematic basis to the costs that it is intended to compensate.
15 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
5 DEPRECIATION AND AMORTISATION
($000)20172016
Depreciation581362
Amortisation3,4102,015
3,9912,377
($000)20172016
(1) AUDITOR’S REMUNERATION
KPMG – audit fees216130
KPMG – interim review fees3125
KPMG – taxation services80120
KPMG - accounting advice615
Auditor’s remuneration costs within expenditure333290
KPMG - costs relating to acquisitions181-.
Total fees paid to auditor514290
In 2017, KPMG charged $181,000 for due diligence and tax services in relation to the acquisition of subsidiaries in the year. These costs are included
within Note 6: Acquisition related costs.
4 EXPENDITURE
($000)20172016
Profit before tax includes the following specific expenses:
Employee entitlements36,04824,752
Employee entitlements - share based payment17861
Capitalised development(892)-.
Superannuation costs1,295765
Staff recruitment633669
Third party customer-related costs3,0791,882
Occupancy costs2,0971,659
Travel related1,8131,060
Advertising and marketing1,223985
Consulting and subcontracting3,3091,998
Communication and office administration749718
Doubtful debts(36)299
Directors’ fees371332
Auditor’s remuneration (1)333290
Other operating expenses1,077537
Total expenditure51,27736,007
RESEARCH AND DEVELOPMENT EXPENSES
Expenditure on research and development4,2092,567
Research and development expenses include payroll overhead, employee benefits and other employee-related costs associated with product
development. Technological feasibility for software products is generally reached shortly before products are released for commercial sale to
customers. Generally costs incurred after technological feasibility is established are not material, and accordingly, these research and
development costs are expensed when incurred. Where costs are material they are capitalised if they meet the criteria in note 18.
Research and development expenses include a portion of employee costs shown above, directly attributable to research and development activities. This
excludes expenses relating to customer paid development.
NOTES TO THE FINANCIAL STATEMENTS / 16
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
7 NET FINANCE EXPENSE
($000)20172016
FINANCE INCOME
Interest income78187
78187
FINANCE EXPENSES
Interest expense(572)-.
Interest paid - NPV discount(51)-.
Foreign exchange losses – realised(521)(348)
Foreign exchange losses – unrealised
1
(86)(1,047)
(1,230)(1,395)
Net finance expense(1,152)(1,208)
1
Foreign exchange losses included a $144,000 (2016: $623,000) unrealised loss on intercompany loans.
8 INCOME TAX EXPENSE
Finance income comprises interest income, changes in the fair value of financial assets at fair value through the Statement of Comprehensive
Income, foreign currency gains, and gains on hedging instruments that are recognised in the Statement of Comprehensive Income. Interest
income is recognised as it accrues, using the effective interest method.
Finance expense comprises interest expense on borrowings, foreign currency losses, changes in the fair value of the financial assets at fair value
through the Statement of Comprehensive Income, impairment losses recognised on the financial assets (except for trade receivables), and losses
on hedging instruments that are recognised in the Statement of Comprehensive Income. All borrowing costs are recognised in the Statement of
Comprehensive Income using the effective interest method.
In the Statement of Comprehensive Income the income tax expense comprises current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date,
and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of
dividends.
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences
can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
benefits will be realised.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except for deferred income tax liabilities where
the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax
liabilities and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority on either the same
taxable entity or different entities where there is an intention to settle the balance on a net basis.
Additional income tax expenses that arise from the distribution of cash dividends are recognised at the same time that the liability to pay the
related dividend is recognised. The Group does not distribute non-cash assets as dividends to its shareholders.
6 ACQUISITION RELATED COSTS
Acquisition related costs of $1,325,000 related to legal, due diligence, tax and accounting expenses incurred in relation to the acquisitions made in
the year.
17 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
9 DEFERRED TAX ASSET/(LIABILITY)
($000)20172016
RECOGNISED DEFERRED TAX ASSETS
Deferred tax assets are attributable to the following:
Trade and other receivables10(99)
Deferred revenue815988
Provisions including employee entitlements and doubtful trade debtors1,4211,025
Trade losses carried forward640-.
Other2-.
Total deferred tax asset2,8881,914
RECOGNISED DEFERRED TAX LIABILITIES
Deferred tax liabilities are attributable to the following:
Intangible assets(7,076)(2,072)
Total deferred tax liabilities(7,076)(2,072)
The movement in temporary differences has been recognised in the Statement of Comprehensive Income. Deferred tax has been recognised at a
rate at which they are expected to be realised: 28% for New Zealand entities, 30% for Australian entities, 19% for UK entities, 22% for Denmark
and 35% for Malta.
($000)20172016
(a) RECONCILIATION OF EFFECTIVE TAX RATE
Profit before tax for the year17,43613,142
Income tax using the Company’s domestic tax rate of 28%4,8823,680
Non-deductible expense34314
Difference in tax rates of overseas subsidiaries(187)35
Under/(over) provided in prior periods573(195)
Income tax expense5,6113,534
($000)20172016
(b) INCOME TAX CHARGE IS REPRESENTED AS FOLLOWS:
Tax payable in respect of current year5,8465,393
Deferred tax benefit(808)(1,664)
Under/(over) provided in prior periods573(195)
5,6113,534
8 INCOME TAX EXPENSES (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS / 18
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
BALANCE
TEMPORARY
MOVEMENTSBALANCEBUSINESS
TEMPORARY
MOVEMENTSCURRENCYBALANCE
($000)1 OCT 2015RECOGNISED30 SEP 2016COMBINATIONSRECOGNISEDTRANSLATION30 SEP 2017
Trade and other
receivables(219)120(99)9114(14)10
Intangible assets(2,805)734(2,071)(5,525)741(221)(7,076)
Deferred revenue470518988-.(173)-.815
Provisions including
employee entitlements and
doubtful trade debtors7123121,024165167651,421
Trade losses carried
forward-.-.-.620(24)44640
Other20(20)-.31(19)(10)2
Total(1,822)1,664(158)(4,700)806(136)(4,188)
Movement in temporary timing differences during the year:
IMPUTATION CREDITS
($000)20172016
NZ Imputation credits available for use in subsequent reporting periods2,0993,384
($000)20172016
Profit attributable to the shareholders of the company($000)11,8259,608
Basic weighted average number of ordinary shares issued(000)78,25872,699
Basic and diluted earnings per share (dollars) ($)0.150.13
10 EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the net profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary
shares on issue during the year, excluding shares purchased and held as treasury shares.
Diluted EPS is determined by adjusting the net profit attributable to ordinary shareholders and the weighted average number of ordinary shares on
issue for the effects of the dilutive impact of potential ordinary shares, which comprise performance share rights granted to employees. Potential
ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease EPS or increase the profit per share.
11 CAPITAL
SHARES ISSUEDSHARE CAPITAL
(000)2017201620172016
Ordinary Shares83,69772,699101,49060,396
Ordinary shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at meetings of the Company, and rank equally with regard to the Company’s residual assets.
On 30 March 2017, Gentrack Group Limited received gross proceeds of $35,511k from the allotment of 9,538,373 new ordinary shares at an issue price
of $3.72 per share, as discussed in note 30.
On 3 April 2017, Gentrack Group Limited received gross proceeds of $5,326k from the allotment of 1,459,371 new ordinary shares at an issue price of
$3.65 per share, fair valued at $3.90 per share resulting in an increase in capital of $367k, as discussed in note 30.
Transaction costs directly related to the issue of new shares of $109,725 being stock exchange fees were incurred in these transactions and reduce
the share proceeds received.
9 DEFERRED TAX ASSET/(LIABILITY) (CONTINUED)
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised
as a deduction from equity, net of any tax effects. Where any Group company purchases the Company’s equity share capital (treasury shares),
the consideration paid is deducted from equity attributable to the Company’s equity holders until the shares are cancelled or transferred outside
the Group.
19 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
($000)20172016
Bank balances9,72318,813
Cash on hand45
9,72718,818
14 CASH AND CASH EQUIVALENTS
DIVIDEND PER SHAREDIVIDEND PAID
($000)2017201620172016
Final dividend paid0.0770.0725,5985,234
Interim dividend paid0.0420.0423,5153,054
0.1190.1149,1138,288
13 DIVIDENDS PAID
12 EMPLOYEE SHARE PLAN
The Group operates an equity based share rights scheme for selected senior employees. If the unlisted performance share rights vest, ordinary
shares will be issued to the employees at or around the vesting date. The issue price of the shares was determined by reference to the 10 trading
day volume weighted average price of shares traded on the NZX immediately following the announcement of the annual financial results to which
the commencement date of the share rights performance period relates.
Vesting is conditional on the completion of the necessary years’ service to the vesting date and performance goals over the vesting period.
The share rights scheme is an equity settled scheme and is measured at fair value at the date of the grant. The fair value determined at the grant
date of the equity-settled share based payments is expensed over the vesting period, based on the Group’s estimate that the shares will vest.
These options were valued using the Black Scholes valuation model and the option cost for the year ending 31 March 2017 of $178,000 has been
recognised in the Group’s Statement of Comprehensive Income for that period (2016: $61,000).
Details of the unlisted performance share rights scheme are:
Commencement date1 October 20162 May 2016
Issue price3.252.2441
Vesting date30 November 201931 January 2019
Granted75,859152,400
% of shares vested0%0%
($000)20172016
Trade debtors15,9095,921
Provision for doubtful debts(167)(115)
Provision for warranty claims(15)(15)
Work in progress/accrued debtors4,1823,235
Sundry receivables and prepayments1,804765
21,7139,791
15 TRADE AND OTHER RECEIVABLES
Comprise cash in hand, deposits held at call with banks, other short-term and highly liquid investments with original maturities of three
months or less.
The Group recognises trade and other receivables initially at fair value and subsequently measured at amortised cost using the effective interest
method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the
Group will not be able to collect all amounts due according to the original terms of the receivables. The carrying amount of an asset is reduced
through the use of a provision account, and the amount of the loss is recognised in the Statement of Comprehensive Income. When a receivable is
uncollectible, it is written off against the provision account for receivables. Subsequent recoveries of amounts previously written off are credited
against the Statement of Comprehensive Income.
NOTES TO THE FINANCIAL STATEMENTS / 20
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
($000)GROSSALLOWANCE FOR DOUBTFUL DEBTS
2017201620172016
Not past due11,7734,922-.-.
Past due 1-30 days2,116555-.-.
Past due 31-60 days1,008240-.-.
Past due 61-90 days36875-.-.
Past due over 90 days644129167115
15,9095,921167115
15 TRADE AND OTHER RECEIVABLES (CONTINUED)
(a) CREDIT RISK
The aging of the Group’s trade debtors at the reporting data was as follows:
($000)20172016
Opening balance115395
Acquired through business combinations83-.
Increase in provision-.387
Write back of provision(36)-.
Effect of movement in foreign exchange5(77)
Bad debt written off-.(590)
Balance at 30 September167115.
The movement in the provision for doubtful debts during the year was as follows:
16 PROPERTY, PLANT AND EQUIPMENT
($000)NOTEFURNITURE &
EQUIPMENT
COMPUTER
EQUIPMENT
LEASEHOLD
IMPROVEMENTS
2017
TOTAL
YEAR ENDED 30 SEPTEMBER 2017
Opening balance2604892751,024
Acquired through business combinations30257188350795
Additions964677051,268
Disposals-.-.(33)(33)
Depreciation charge(93)(385)(103)(581)
Effect of movement in foreign exchange16142151
Closing net book amount5367731,2152,524
Cost1,2322,2901,6655,187
Accumulated depreciation(696)(1,517)(450)(2,663)
Net book amount5367731,2152,524
In the Statement of Financial Position property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation on assets is calculated using the straight-line method to allocate the difference between their original costs and their residual values
over their estimated useful lives, as follows:
• Office equipment, fixtures and fittings 7 years
• Computer equipment 3 to 7 years
• Leasehold improvements Terms of leases
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are recognised in the Statement of
Comprehensive Income.
21 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
16 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
($000)NOTE20172016
Opening balance40,27740,277
Goodwill arising on acquisition3078,643-.
Exchange rate differences3,292-.
Closing net book amount122,21240,277
Goodwill allocated to Gentrack Velocity37,37737,377
Goodwill allocated to Airport 20/202,9002,900
Goodwill allocated to Junifer60,144-.
Goodwill allocated to Blip7,833-.
Goodwill allocated to CA Plus13,958-.
Net book amount122,21240,277
17 GOODWILL
The goodwill arising out of the acquisition in 2012 has been allocated to the two cash generating units (CGUs) identified within the Group, namely
the Gentrack Velocity and Airport 20/20 operating units.
The tests conducted for impairment on these CGUs have been based on value-in-use calculations using projections derived from the Group’s five
year forecast. The forecast has been based on management’s consideration of past performance and its assessment of future expectations.
In performing the value-in-use calculations for the CGUs the Group has applied a post-tax discount rate of 10.4% (2016: 10.7%). The discount rate
used reflects specific risks associated with business conducted within the CGU, including those risks associated with the countries in which the
Group operates. The growth rate used to extrapolate cash flows beyond the 5 year forecast is 2.5% (2016: 2.5%). This growth rate is consistent
with forecast conducted in similar industry reports.
During the year ended 30 September 2017 no impairment arose as a result of the review of goodwill. The recoverable amounts of the two existing
CGUs are greater than the carrying amounts and, based on sensitivity analysis performed, no foreseeable changes in the assumptions would
cause the carrying amounts of the CGUs to exceed their recoverable amounts.
For the three CGUs acquired in the year, the purchase price reflected the fair value and there have been no significant changes in the fair value
since acquisition.
Exchange rate differences arise from the translation of goodwill from functional currency of Group entities to presentation currency.
($000)FURNITURE &
EQUIPMENT
COMPUTER
EQUIPMENT
LEASEHOLD
IMPROVEMENTS
2016
TOTAL
YEAR ENDED 30 SEPTEMBER 2016
Opening balance162327182671
Additions166407175748
Disposals(10)(3)(7)(20)
Depreciation charge(52)(241)(69)(362)
Effect of movement in foreign exchange(6)(1)(6)(13)
Closing net book amount2604892751,024
Cost8271,6266153,068
Accumulated depreciation(567)(1,137)(340)(2,044)
Net book amount2604892751,024
Goodwill represents the difference between the cost of acquisition and the fair value of the net identifiable assets acquired. Goodwill is stated at cost
less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested annually for impairment.
NOTES TO THE FINANCIAL STATEMENTS / 22
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
18 INTANGIBLE ASSETS
CAPITALISED DEVELOPMENT
Costs that are directly associated with the development of software are recognised as intangible assets where the following criteria are met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and
• the expenditure attributable to the software product during its development can be reliably measured.
Software development costs that meet the above criteria are capitalised. Other development expenditure that does not meet the above criteria
is recognised as an expense as incurred. Development costs previously recognised as expenses are not recognised as assets in a subsequent
period. Software development costs recognised as assets are amortised over their estimated useful lives.
BRANDS
Brands are considered to have an indefinite useful life and are held at cost and are not amortised, but are subject to an annual impairment test
consistent with the methodology outlined for goodwill above.
OTHER INTANGIBLE ASSETS
Other intangible assets consist of internal use software, acquired source code, trade-marks and customer relationships. They have finite useful
lives and are measured at cost less accumulated amortisation and accumulated impairment losses.
AMORTISATION
Except for goodwill and brands, intangible assets are amortised on a straight-line basis in the Statement of Comprehensive Income over their
estimated useful lives, from the date that they are available for use.
The estimated useful lives for the current and comparative periods are as follows:
• Acquired source code 10 years
• Customer relationships 10 years
• Internal use software 3 years
• Capitalised development 5-10 years
Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.
($000)NOTESOFTWARECUSTOMER
RELATIONSHIPS
BRAND NAMESTRADE-
MARKS
CAPITALISED
DEVELOPMENT
2017
TOTAL
YEAR ENDED 30 SEPTEMBER 2017
Opening balance6,8704,4585,02414-.16,366
Additions28-.-.-.892920
Acquisition through business
combinations3019,2967,686-.-.-.26,982
Amortisation charge(2,219)(1,177)-.(3)(11)(3,410)
Effect of movement in foreign
exchange808283-.-.91,100
Closing net book amount24,78311,2505,0241189041,958
Cost32,40015,9645,0242290154,311
Accumulated amortisation(7,617)(4,714)-(11)(11)(12,353)
Net book amount24,78311,2505,0241189041,958
23 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
18 INTANGIBLE ASSETS (CONTINUED)
($000)SOFTWARECUSTOMER
RELATIONSHIPS
BRAND
NAMES
TRADE-
MARKS
CAPITALISED
DEVELOPMENT
2016
TOTAL
YEAR ENDED 30 SEPTEMBER 2016
Opening balance7,9195,2575,02416-.18,216
Additions165-.-.-.-.165
Amortisation charge(1,214)(799)-.(2)-.(2,015)
Closing net book amount6,8704,4585,02414-.16,366
Cost12,2417,9865,02422-.25,273
Accumulated amortisation(5,371)(3,528)-.(8)-.(8,907)
Net book amount6,8704,4585,02414-.16,366
19 TRADE PAYABLES AND ACCRUALS
The Group recognises trade and other payables initially at fair value and subsequently measured at amortised cost using the effective interest
method. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid. The amounts
are unsecured, non-interest bearing and are usually paid within 45 days of recognition.
($000)20172016
CURRENT
Trade creditors3,188683
Sundry accruals1,791887
4,9791,570
NON-CURRENT
Lease incentive
693-.
20 EMPLOYEE ENTITLEMENTS
Liabilities for wages and salaries, including non-monetary benefits, long service leave and annual leave are recognised in employee benefits in
respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the liabilities are settled.
Cost for non-accumulating sick leave is recognised when the leave is taken and measured at the rates paid or payable.
($000)20172016
CURRENT
Liability for long service leave433346
Short term employee benefits4,3042,953
4,7373,299
NON-CURRENT
Liability for long service leave361334
361334
21 INTEREST BEARING LOANS AND BORROWINGS
FUNDING ACTIVITIES
The Group currently maintains a revolving five year credit facility and a working capital facility with ASB on the terms outlined below.
The revolving credit facility aggregated is NZD$42.5 million, and the working capital facility is NZD$8 million, totalling NZD$50.5 million. The
purpose of the revolving credit facility is to part fund the acquisitions made during the year. The purpose of the working capital facility is to assist
with funding the working capital requirements of the Group. At 30 September 2017, NZD$44,989k was drawn down. Interest on both is payable at
a rate calculated as a base rate plus a pre-determined margin. During the year, the average rates for the borrowings were GBP1.4871%,
NZD3.1850% and EUR1.200%. There are covenants in place relating to gearing and interest cover. The maturity date for each drawdown is the end
of the next interest reset date. Gentrack has the right to roll over the drawdowns up to the maturity of the facility, 28 March 2022.
The Group has provided a General Security Deed over all the present and after acquired property of all entities in the consolidated Group.
NOTES TO THE FINANCIAL STATEMENTS / 24
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
22 FINANCIAL LIABILITIES
The potential cash payments related to put options issued by the Group over the equity of subsidiary companies are accounted for as financial
liabilities.
The amount that may become payable under the option on exercise is initially recognised at fair value within borrowings. Options are
subsequently measured at amortised cost, using the effective interest rate method, in order to accrete the liability up to the amount payable under
the option at the date at which it first becomes exercisable. The charge arising is recorded as a financing cost. In the event that the option expires
unexercised, the liability is derecognised with a corresponding adjustment to equity.
See note 30 Business Combinations for more details.
($000)20172016
Earn-out527-.
Put/call options5,964-.
Balance at 30 September 20176,491-.
23 FINANCIAL RISK MANAGEMENT
The Group’s principal financial instruments include trade receivables and payables, cash and short term deposits, borrowings and loans.
As a result of the Group’s operations and sources of finance, it is exposed to credit risk, liquidity risk and market risks which include foreign
currency risk, commodity price risk and interest risk. These risks are described below.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s
risk management policies are established to identify and analyse the financial risks faced by the Group, to set appropriate risk limits and controls,
and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market
conditions and the Group’s activities.
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis
upon which income and expenses are recognised, in respect of each class of financial asset and financial liability are disclosed in the Statement
of Accounting Policies and notes to the financial statements.
The Group holds the following financial instruments:
($000)20172016
FAIR VALUE
THROUGH
PROFIT & LOSS
LOANS AND
RECEIVABLES
OTHER
AMORTISED
COST
FAIR VALUE
THROUGH
PROFIT & LOSS
LOANS AND
RECEIVABLES
OTHER
AMORTISED
COST
FINANCIAL ASSETS
Cash and cash equivalents9,727-.-.18,818-.-.
Trade debtors-.15,742-.-.5,806-.
9,72715,742-.18,8185,806-.
FINANCIAL LIABILITIES
Bank loans-.-.44,989-.-.-.
Trade creditors-.-.3,188-.-.683
-.-.48,177-.-.683
(a) CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counter party to a financial instrument fails to meet its contractual
obligations, and it arises principally from the Group’s trade receivables from customers in the normal course of business.
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The creditworthiness of a customer
or counter party is determined by a number of qualitative and quantitative factors. Qualitative factors include external credit ratings (where
available), payment history and strategic importance of customer or counter party. Quantitative factors include transaction size, net assets of
customer or counter party, and ratio analysis on liquidity, cash flow and profitability.
25 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
23 FINANCIAL RISK MANAGEMENT (CONTINUED)
In relation to trade receivables, it is the Group’s policy that all customers who wish to trade on terms are subject to credit verification on an
ongoing basis with the intention of minimising bad debts. The nature of the Group’s trade receivables is represented by regular turnover of
product and billing of customers based on the Group’s contractual payment terms.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables.
The carrying amount of the Group’s financial assets represents the maximum credit exposure as summarised above.
Refer to Note 15 for an aging profile for the Group’s trade receivables at reporting date.
(b) LIQUIDITY RISK
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as and when they become due and payable. The Group’s
approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they become
due and payable, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group has sufficient cash to meet its requirements in the foreseeable future.
Maturities of financial liabilities
The following table details the Group’s contractual maturities of financial liabilities, including estimated interest payments and excluding the
impact of netting agreements, as at the reporting date:
2017 ($000)1 YEAR OR
LESS
OVER 1 TO 5
YEARS
OVER 5
YEARS
TOTAL
CONTRACTUAL
CASH FLOWS
CARRYING
AMOUNT
LIABILITIES
NON-DERIVATIVE FINANCIAL LIABILITIES
Bank loans2,83645,441-.48,27744,989
Financial liabilities5275,964-.6,4916,491
Trade and other payables3,188-.-.3,1883,188
6,55151,405-.57,95654,668
2016 ($000)1 YEAR OR
LESS
OVER 1 TO 5
YEARS
OVER 5
YEARS
TOTAL
CONTRACTUAL
CASH FLOWS
CARRYING
AMOUNT
LIABILITIES
NON-DERIVATIVE FINANCIAL LIABILITIES
Trade and other payables683-.-.683683
683-.-.683683
(c) MARKET RISK
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the value of
its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return on risk.
Foreign currency risk
The Group is exposed to currency risk on sales transactions that are denominated in a currency other than the respective functional currencies of
Group entities, primarily the Australian Dollar (AUD), Hong Kong Dollar (HKD), Pound Sterling (GBP), EURO (EUR) and US Dollar (USD),
Singapore Dollar (SGD) and Danish Krone (DKK).
NOTES TO THE FINANCIAL STATEMENTS / 26
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
23 FINANCIAL RISK MANAGEMENT (CONTINUED)
The Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New Zealand Dollars):
2017 ($000)AUDCADFJDGBPEURUSDHKDSGDDKK
Cash and cash equivalents914-.-.2,299263763-.-.727.
Trade and other receivables6,1417693,9481,605398-.364125
Bank loans-.-.-.(33,794)(9,021)-.-.-.-.
Trade and other payables(74)-.-.(598)(2,007)(3)(4)(74)(94)
6,981769(28,145)(9,160)1,158(4)290758
2016 ($000)AUDCADFJDGBPEURUSDHKDSGDDKK
Cash and cash equivalents7,984-.-.1,197-.21-.-.-.
Trade and other receivables1,8651341,5152647460-.-.
Trade and other payables(88)(14)-.(144)(48)(10)(4)-.-.
9,761(13)342,5682168556-.-.
Summarised sensitivity analysis
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to foreign currency risk.
2017 ($000)FOREIGN CURRENCY RISK
1
PROFIT IMPACT
-10%+10%
Cash and cash equivalents552(451)
Trade and other receivables1,406(1,151)
Bank loans(4,757)3,892
Trade and other payables(317)259
Total (decrease)/increase(3,116)2,549
2016 ($000)FOREIGN CURRENCY RISK
1
PROFIT IMPACT
-10%+10%
Cash and cash equivalents1,022(837)
Trade and other receivables424(347)
Trade and other payables3585
Total increase/(decrease)1,481(1,099)
1
The foreign currency sensitivity above represents a 10% decrease and increase in spot foreign exchange rates.
Interest rate risk
The Group’s interest rate risk arises from its bank loans. The repricing of these exposes the Group to cash flow interest rate risk. The Group
does not enter into interest rate hedges.
The interest rate repricing profiles of the Group’s financial assets and liabilities subject to interest rate risk are:
At 30 September 2017 if interest rates had been 1.0% higher/lower with all other variables held constant, the impact on the interest expense of
the Group would have been $217,000 higher/$99,000 lower respectively.
(d) CAPITAL MANAGEMENT
The capital structure of the Group consists of equity raised by the issue of ordinary shares in the parent company.
The Group manages its capital to ensure that companies in the Group are able to continue as going concerns. The Group is not subject to any
externally imposed capital requirements.
(e) FAIR VALUE MEASUREMENT
The carrying amounts of the Group’s financial assets and liabilities approximate their fair value due to their short interest maturity periods.
27 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
24 RELATED PARTIES
IDENTITY OF RELATED PARTIES
The Group has related party relationships with its subsidiaries. The related party transactions primarily consist of the purchase and sale of
software products, provision of technical support, loan advances and repayments, consultancy services and management charges on commercial
terms. Related parties to the Group are as follows:
EntityPrincipal Activity
Gentrack Group Australia Pty LimitedAustralian holding company
Talgentra Pacific Group Pty Limited
2
Australian holding company
Gentrack Pty LimitedAustralian operating company – software development, sales and support
Gentrack Holdings (Denmark) ApSDanish holding company
Blip Systems A/SDanish operating company – software development, sales and support
CA Plus LimitedMaltese operating company – software development, sales and support
Talgentra NZ Holdings Limited
1
New Zealand holding company
Total Terminal Technologies LimitedNew Zealand holding company
Gentrack LimitedNew Zealand operating company – software development, sales and support
Gentrack Holdings (UK) LimitedUnited Kingdom holding company
Gentrack UK LimitedUnited Kingdom operating company – software development, sales and support
Junifer Systems LimitedUnited Kingdom operating company – software development, sales and support
Gentrack (Singapore) Pte LimitedSingapore trading company
Management fees of $2,010,200 (2016: $755,000) were charged by Gentrack Limited, the New Zealand operating company, to related parties
during the year to cover management type activities.
1
Talgentra NZ Holdings Limited was amalgamated into Gentrack Group Ltd on 1 August 2016.
2
Talgentra Pacific Group Pty Limited was wound up at 30 September 2016.
25 OPERATING LEASE COMMITMENTS
($000)20172016
NON-CANCELLABLE OPERATING LEASE
COMMITMENTS DUE:
Not later than one year2,2641,003
Later than one year, not later than five years8,1711,899
Later than five years8,497572
18,9323,474
The Group leases premises, plant and equipment. Operating leases held over properties give the Group the right to renew the lease subject to
redetermination of the lease rental by the lessor. There are no renewal options or options to purchase in respect of plant and equipment held
under operating leases.
($000)20172016
Salaries, bonuses and other benefits3,3162,392
Share based payments17861
Post employment benefits-.-.
Directors’ fees371322
Total salaries and benefits3,8672,775
26 KEY MANAGEMENT PERSONNEL
Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities
of the Group, directly or indirectly, and include the Directors, the Chief Executive, his direct reports. The following table summarises
remuneration paid to key management personnel.
OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
There were no other transactions with key management personnel during the year.
NOTES TO THE FINANCIAL STATEMENTS / 28
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
27 CAPITAL COMMITMENTS
The capital expenditure commitments as at 30 September 2017 are $843k relating to relocating to new premises in Auckland (2016: $nil).
28 CONTINGENCIES
ASB New Zealand has provided the following guarantees on behalf of the Gentrack Group:
NZD$266,862 (AUD$245,700) to ASB Bank. This guarantee is open ended.
NZD$2,172,260 (AUD$2,000,000) to ASB Bank. This guarantee expires on 31 January 2018.
NZD$176,3661 (HKD$994,528) to ASB Bank. This guarantee expires on 24 September 2019.
NZD$75,000 to NZX Limited. This guarantee has no expiry date.
NZD$114,076 (AUD$105,030) to ASB Bank. This guarantee is open ended.
NZD$64,802 (AUD$558,038) to ASB Bank. This guarantee expires on 30 April 2020.
Gentrack Group Limited had utilised $2,935,829 of their $3.5m bond from ASB Bank at 30 September 2017.
29 CASH FLOW INFORMATION
($000)20172016
(a) RECONCILIATION OF OPERATING CASH FLOWS WITH REPORTING PROFIT AFTER TAX:
Profit after tax11,8259,608
Adjustments
Deferred tax(808)(1,705)
Doubtful debts(36)299
Loss on foreign exchange transactions861,047
Share based payments17861
Net interest expense/(income)494(187)
Other non-cash items3314
Depreciation and amortisation3,9912,377
15,76311,514
Add/(less) movements in other working capital items:
(Increase)/decrease in trade and other receivables(6,656)(360)
(Decrease)/increase in tax payable1,611(411)
(Decrease)/increase in GST payable933265
(Decrease)/increase in deferred revenue1,0093,010
(Decrease)/increase in employee entitlements1,4651,696
(Decrease)/increase in trade payables and accruals(66)45
Net cash inflow from operating activities14,05915,759
(b) BANK FACILITIES:
Bank facility50,5003,623
Unused bank facility5,5113,623
29 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
30 BUSINESS COMBINATIONS
The Group made the following acquisitions during the year:
(a) On 3 April 2017 the Group acquired 100% of the shares in Junifer Systems Limited (“Junifer”) for cash consideration $73.2 million. The
non-cash consideration in Junifer is the issue of 1,459,371 shares (fair value of $5.7 million) in Gentrack Group Limited, subscribed for by the
sellers of Junifer Systems Limited.
Junifer is a market leading utility customer information and billing system provider for energy retailers in the UK with 25 existing customers
out of approximately 50 energy retailers in that market. Junifer’s technology is provided on a SaaS basis and offers new entrant utilities a
cost effective and preconfigured solution. The combined Gentrack and Junifer businesses provide a full range of product functionality and will
position the Group as the market leader in the UK, providing a strong base to expand into new markets.
For the six months ended 30 September 2017, Junifer contributed revenue of $9.5 million and net profit after tax of $2.1 million to the Group’s
result. If the acquisition had occurred on 1 October 2016, the contribution to revenue and net profit after tax for the Group would have been
$15.7 million and $2 million respectively.
(b) On 23 April 2017 the Group acquired 79.81% of the shares in BLIP Systems A/S (“Blip”) for cash consideration of $8.4 million. The Blip
non-cash consideration is made up of two elements; the value of an earn-out provision based on total revenue achieved for the year ending
December 2017 (fair value $0.5 million) and the present value of the liability associated with a vendor put option over 20.19% of the shares in
Blip (fair value $2.4 million). The put option is based on the probability of achieving an average EBITDA target over financial years ending
31 December 2017, 2018 and 2019 and an exercise date of March 2020. The minimum payable under the option is $2.1 million and there is no
upper limit. The undiscounted estimated payment is $2.5m. The Group have accounted for this element of the consideration using the
anticipated acquisition method, and accordingly no non-controlling interest has been recognised.
Based in Denmark, Blip is a sensor-agnostic analysis and BI platform that tackles one of the biggest impacts on airport retail revenue, lengthy
queues. With 26 airport customers worldwide including Schiphol, JFK T4, Geneva and Auckland the acquired business will provide the Group
with a global presence to help facilitate the expansion of its airport business.
For the five months ended 30 September 2017, Blip contributed revenue of $3 million and net profit after tax of $0.3 million to the Group’s
result. If the acquisition had occurred on 1 October 2016, the contribution to revenue and net profit after tax for the Group would have been
$6.7 million and $1.7 million, excluding transaction costs of $0.6 million.
(c) On 8 May 2017 the Group acquired 75% of the shares in CA PLUS Limited (“CA”) for cash consideration of $6,000. The CA non-cash
consideration is the present value of the liability associated with a vendor put option over 25% of the shares in CA (fair value $3.4 million).
The put option is valued based on a cumulative EBITDA target for the financial years ending 31 December 2017, 2018 and 2019 and an
exercise date of May 2020. The minimum payable under the option is $0.8 million and the maximum $11.9 million. The undiscounted estimated
payment is $3.6m. The Group have accounted for this element of the consideration using the anticipated acquisition method, and accordingly
no non-controlling interest has been recognised.
Gentrack Group Limited subscribed to 7,496,400 non-profit participating Redeemable Preference Shares(“RPS”) issued by CA with a nominal
value of ¤1.00 each, fully paid up. The RPS do not entitle the Group to receive notice of and to attend and vote at general meetings of the
Company or to receive dividends. The RPS may be redeemed at any time between April 2020 and April 2055, and shall only be redeemed out
of the distributable profits of CA or out of the proceeds of a fresh issue of shares made for the purpose of redemption. The RPS have been
classified in the CA accounts as a term liability, as the instrument does not have the characteristics of equity, and is eliminated on
consolidation having no overall effect on the Group position. This did not form part of consideration as the RPS are not subscribed for in
exchange for control of CA.
On the date of acquisition the Group repaid $11.8 million of CA’s borrowings. The repayment was treated as a separate transaction.
CA, based in Malta, is a concession management platform that enables airports to better manage their non-aeronautical operations through
the efficient automation of sales data collection and by providing a central tool for commercial contract management and analysis. With six
airport customers including London City, Antigua, Quito, Malta and Nairobi the acquired business will provide the Group with a global
presence to help facilitate the expansion of its airport business.
For the five months ended 30 September 2017, CA contributed revenue of $0.4 million and net loss after tax of $0.1 million to the Group’s
result. If the acquisition had occurred on 1 October 2016, the contribution to revenue and net loss after tax for the Group would have been $0.9
million and $0.5 million.
NOTES TO THE FINANCIAL STATEMENTS / 30
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2017
30 BUSINESS COMBINATIONS (CONTINUED)
($000)JUNIFER
SYSTEMS LIMITED
BLIP SYSTEMS
A/S
CA PLUS
LIMITED
FAIR VALUE OF NET ASSETS ACQUIRED AT ACQUISITION DATE
Cash3,10775683
Trade and other receivables2,5231,373446
Property, plant and equipment75936-.
Inventories-.371-.
Intangible assets20,4982,3794,105
Payables and accruals(2,259)(1,258)(1,499)
Borrowings-.-.(11,852)
Deferred tax(3,584)288(1,404)
Net assets21,0443,945(10,121)
Cash consideration73,1938,3826
Non-cash consideration5,6922,8763,361
Total consideration78,88511,2583,367
GOODWILL RECOGNISED AS A RESULT OF THE ACQUISITION
Total consideration78,88511,2583,367
Net assets(21,044)(3,945)10,121
Goodwill57,8417,31313,488
The difference between fair value of assets and liabilities acquired and the purchase price has been recognised as goodwill. The goodwill
recognised as a result of the acquisitions reflects the technology and technical expertise of the acquired companies and the synergies expected
to be achieved from integrating the companies into the Group’s existing business. Intangible assets consist of fair values assessed for software
and customer relationships (refer note 18).
31 EVENTS SUBSEQUENT TO BALANCE DATE
A final dividend of $7,114,267 ($0.085 per share) was declared on 29 November 2017 for the year ended 30 September 2017, and will be paid on
20 December 2017. During the year an interim dividend of $3,515,285 ($0.042 per share) was paid on 27 June 2017.
31 / DISCLOSURES
DISCLOSURES
ENTRIES RECORDED IN THE INTERESTS REGISTER
The Company maintains an Interest Register in accordance with the Companies Act 1993 and the Securities Markets Act 1988. The following are
particulars of entries made in the Interests Register for the period 1 October 2016 to 30 September 2017.
DIRECTORS’ INTERESTS
Directors disclosed interest, or cessation of interest, in the following entities pursuant to section 140 of the Companies Act 1993 during the year
ended 30 September 2017.
DIRECTOR/ENTITYRELATIONSHIP
John Clifford
JCVC Pty Limited
Uplands Group Pty Limited in its capacity as trustee of the Uplands Group Trust
Director
Director
James Docking
Jametti Limited
Director
Nic Humphries
HgCapital
Senior Partner
Leigh Warren
Warren Family Business Pty Limited in its capacity as trustee of the Warren Family Business Superannuation Fund
Director
Graham Shaw
Pushpay Holdings Ltd
Director
SHARE DEALINGS OF DIRECTORS
Directors disclosed the following acquisitions and disposals of relevant interests in Gentrack shares during the year ended 30 September 2017.
SHARES
DATE OF
ACQUISITION/DISPOSAL
CONSIDERATION
PER SHARE
NUMBER OF
SHARES ACQUIRED/
(DISPOSED)
Leigh Warren9 June 2017AUD$4.42(350,000)
SHAREHOLDINGS OF DIRECTORS AT 30 SEPTEMBER 2017
20172016
TYPE OF HOLDINGNUMBER OF SHARESNUMBER OF SHARES
John CliffordBeneficial Interest9,151,3749,151,374
Andy CoupeHeld Personally20,83320,833
James DockingBeneficial Interest5,358,1965,358,196
David Ingram
1
Held Personally50,00050,000
Graham ShawHeld Personally50,00050,000
Leigh WarrenBeneficial Interest279,184629,184
Paul Fitzgerald
2
Held Personally437,387-.
Kenton Judson
2
Held Personally437,387-.
Saul Nurtman
2
Held Personally453,578-.
Nic Humphries
3
Beneficial Interest9,538,373-.
1
David Ingram is a Director of the following subsidiary companies: Gentrack Limited, Gentrack Pty Limited, Gentrack Group Australia Pty Limited, Gentrack UK
Limited, Gentrack Holdings (UK) Limited.
2
Paul Fitzgerald, Kenton Judson and Saul Nartman are Directors of the following subsidiary company: Junifer Systems Limited.
3
Nic Humphries is the Senior Partner of HgCapital. HgCapital controls Devaron (NZ) Limited which holds shares in Gentrack Group Limited.
DISCLOSURES / 32
REMUNERATION OF DIRECTORS
Details of the total remuneration of, and the value of other benefits received by, each Director of Gentrack Group Limited during the financial year
ended 30 September 2017 are as follows:
2017201720162016
FEESREMUNERATIONFEESREMUNERATION
John Clifford100,000-.100,000-.
Andy Coupe60,000-.60,000-.
James Docking
1
60,000-.42,500128,797
Nic Humphries
2
21,247-.-.-.
Graham Shaw
3
70,000-.70,000-.
Leigh Warren60,000-.60,000-.
371,247-.332,500128,797
1
James Docking, now a Non-executive Director, was an Executive Director until he retired as CEO on 15 January 2016 and received
remuneration from Gentrack in the form of a salary and short-term incentives until this date.
2
Nic Humphries was appointed as a non-executive director on 24 May 2017. His fees cover the period from 24 May 2017 to
30 September 2017.
3
Graham Shaw was paid $60,000 for his role as Director and $10,000 for his role as the chair of the Audit and Risk Management Committee.
EMPLOYEE REMUNERATION
The number of current employees of the parent and subsidiaries receiving remuneration and benefits above $100,000 in the year ended
30 September 2017 are set out in the table below:
REMUNERATIONNUMBER OF EMPLOYEES
$100,001 – $110,00030
$110,001 – $120,00022
$120,001 – $130,0007
$130,001 – $140,0008
$140,001 – $150,0008
$150,001 – $160,0007
$160,001 – $170,0008
$170,001 – $180,0004
$180,001 – $190,0002
$190,001 – $200,0004
$200,001 – $210,0001
$210,001 – $220,0001
$220,001 – $230,0002
$230,001 – $240,0003
$240,001 – $250,0002
$250,001 – $260,0001
$260,001 – $270,0003
$270,001 – $280,0003
$280,001 – $290,0001
$320,001 – $330,0003
$330,001 – $340,0001
$340,001 – $500,0001
Total122
The analysis above includes the remuneration and benefits paid to employees, in the relevant bandings, where their annual remuneration and
benefits exceed $100,000.
DISCLOSURES
33 / DISCLOSURES
DISCLOSURES
ANALYSIS OF SHAREHOLDING AT 30 SEPTEMBER 2017
SIZE OF HOLDINGNUMBER OF
HOLDERS
FULLY PAID ORDINARY SHARES
NUMBER OF SHARES
1
% OF ISSUED
CAPITAL
1 – 1,000955534,4261
1,001 – 5,0001,3593,624,3634
5,001 – 10,0003212,494,5523
10,0001 – 100,0002415,772,8737
100,001 and over4571,271,04085
TOTAL2,92183,697,254100
1
The total number of shares on issue as at 30 September 2017 was 83,697,254.
TWENTY LARGEST SHAREHOLDERS AT 30 SEPTEMBER 2017
NAMENUMBER OF ORDINARY
SHARES HELD
% OF ISSUED
SHARE CAPITAL
Devaron (NZ) Limited9,538,37311.40
Uplands Group Pty Limited8,052,6899.62
Jametti Limited5,358,1966.40
HSBC Nominees (New Zealand) Limited
1
5,191,2436.20
Tea Custodians Limited4,827,4295.77
HSBC Nominees (New Zealand) Limited
1
4,178,4144.99
JP Morgan Nominees Australia Limited3,383,2034.04
Nigel Peter Farley and Richard John Burrell as trustees of the
Nigel Farley Family Trust3,312,6613.96
National Nominees Limited2,050,7722.45
Roy Desmond Grant, Nina Catherine Maria Grant and
Adrienne Alexandra Wigmore2,000,0002.39
One Managed Investment Funds Limited1,577,7631.89
Custodial Services Limited1,570,2951.88
Terence De Montalt Maude and Wendy Fay Wood1,500,0001.79
Accident Compensation Corporation1,470,4001.68
Jcvc Pty Ltd1,098,6851.31
Custodial Services Limited1,058,4371.26
HSBC Custodial Nominees (Australia) Limited968,9771.16
National Nominees Limited898,8281.07
New Zealand Superannuation Fund Nominees Limited847,0671.01
JP Morgan Chase Bank792,0150.95
The percentage shareholding of the 20 largest shareholders of Gentrack Group Limited fully paid ordinary shares was 71%.
The twenty largest shareholders of fully paid ordinary shares as at 30 September 2017 were:
1
These shareholdings are held through New Zealand Central Securities Depository Limited (NZCSD) which allows electronic trading of securities
to members.
DISCLOSURES / 34
SUBSTANTIAL SHAREHOLDERS AS AT 30 SEPTEMBER 2017
NAMENUMBER OF ORDINARY
SHARES HELD
% OF ISSUED
SHARE CAPITAL
Devaron (NZ) Limited9,538,37311.4
First NZ Capital Group Limited5,572,5526.7
Uplands Group Pty Limited as trustees of Uplands Group Trust, JCVC Pty Limited as
trustees of JCVC Superannuation Fund, John Clifford and Valerie Clifford9,151,37410.9
Jametti Limited as trustees of the Fraxinus Aurea Trust5,358,1966.4
Mawer Investment Management Limited5,719,8476.8
Nigel Peter Farley and Richard John Burrell as trustees of the Nigel Farley Family Trust ceased to be a substantial shareholder on 19 January
2017 and submitted a revised notice to NZX and ASX on 24 January 2017.
Pie Funds Management Limited ceased to be a substantial shareholder on 30 March 2017 and submitted a revised notice to NZX and ASX on
31 March 2017.
The total number of issued voting shares of Gentrack Group Limited at 30 September 2017 was 83,697,254. Where voting at a meeting of the
shareholders is by voice or show of hands, every shareholder present in person or by representative has one vote, and on a poll, every
shareholder present in person, or by representative has one vote for each fully paid ordinary share in the Company.
At 30 September 2017, there were 49 shareholders holding marketable parcels of less than $500.
According to notices given under the Securities Markets Act 1988, the following persons were Substantial Shareholders in Gentrack Group
Limited at 30 September 2017 in respect of the number of voting securities set opposite their names.
SUBSIDIARY COMPANY DIRECTORS
The following people held office as Directors of subsidiary companies at 30 September 2017:
Gentrack Limited
John Clifford, Ian Black, David Ingram
Gentrack Pty Limited
John Clifford, Ian Black, David Ingram
Gentrack Group Australia Pty Limited
John Clifford, Ian Black, David Ingram
Gentrack UK Limited
John Clifford, Ian Black, David Ingram
Junifer Systems Limited
Paul Fitzgerald, Kenton Judson, Saul Nurtman
Blip Systems
John Clifford, Ian Black, Peter Knudsen, Lars Tørholm, Nigel Farley
CA Plus Limited
John Clifford, Ian Black, John DeGiorgio
Total Terminal Technologies Limited
John Clifford, Ian Black, David Ingram*
Gentrack Holdings (Denmark) Limited
John Clifford**
Gentrack Holdings (UK) Limited
John Clifford, Ian Black, David Ingram***
DONATIONS
The Company made donations of $800 during the year ended 30 September 2017.
Directors of the company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments.
Nic Humphries was appointed Director on 24 May 2017.
* All three directors where appointed on incorporation on 18 April 2017.
** John Clifford was appointed on incorporation on 27 March 2017.
*** All three directors were appointed on incorporation on 24 March 2017.
DISCLOSURES
35 / DISCLOSURES
ANNUAL MEETING
Gentrack Group Limited’s Annual Meeting of Shareholders will be held in Auckland on 28 February 2018 at 4:00pm. A notice of Annual Meeting
and Proxy Form will be circulated to shareholders in January 2018.
CREDIT RATING
The Company has no credit rating.
WAIVERS
Gentrack Group Limited had no NZX waivers granted or published by NZX within or relied upon in the 12 months ending 30 September 2017. On
listing in 2014, Gentrack Group Ltd was granted waivers from the ASX which are standard for a New Zealand company listed on the ASX. This
includes confirmation that ASX will accept financial statements denominated in New Zealand dollars and prepared and audited in accordance
with New Zealand Generally Accepted Accounting Principles and Auditing Standards. The waivers granted by the ASX have been extended to
reflect the Company’s ASX Foreign Exempt listing status from 30 March 2016.
FOREIGN EXEMPT LISTING
ASX approved a change in the Company’s ASX admission category from an ASX Listing to an ASX Foreign Exempt Listing, effective from the
commencement of trading on 30 March 2016.
The Company continues to have a full listing on the NZX Main Board, and the Company’s shares are still listed on the ASX. The Company is
primarily regulated by the NZX, complies with the NZX Listing Rules, and is exempt from complying with most of the ASX Listing Rules (based on
the principle of substituted compliance).
DISCLOSURES
CORPORATE DIRECTORY
REGISTERED OFFICE
Gentrack Group Limited
17 Hargreaves Street, St Mary’s Bay, Auckland 1011,
New Zealand
Phone: +64 9 966 6090
Facsimile: +64 9 376 7223
Level 9, 390 St Kilda Road, Melbourne, VIC 3004
Australia
Phone: +61 3 9867 9100
Facsimile: +61 9867 9140
POSTAL ADDRESS
PO Box 3288, Shortland Street, Auckland 1140
New Zealand
NEW ZEALAND INCORPORATION NUMBER
3768390
AUSTRALIAN REGISTERED BODY NUMBER (ARBN)
169 195 751
DIRECTORS
John Clifford, Chairman
Andy Coupe
James Docking
Nic Humphries*
Graham Shaw
Leigh Warren
*Nic Humphries was appointed by the Board as a
non-executive director on 24 May 2017.
COMPANY SECRETARY
Jon Kershaw
AUDITOR
KPMG
18 Viaduct Harbour Avenue, Auckland, 1140
Phone: +64 9 367 5800
Facsimile: +64 9 367 5875
LEGAL ADVISERS
BELL GULLY
BANKERS
ASB BANK LIMITED
ANZ LIMITED
HSBC PLC
SHARE REGISTRAR
NEW ZEALAND
LINK MARKET SERVICES LIMITED
Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
PO Box 91 976, Auckland 1142
Phone: +64 9 375 5998
Facsimile: +64 9 375 5990
Email: enquiries@linkmarketservices.com
AUSTRALIA
LINK MARKET SERVICES LIMITED
Level 12, 680 George Street, Sydney, NSW 2000
Locked Bag A14, Sydney South, NSW 1235
Phone: +61 1300 554 474
Facsimile: +2 9287 0303
Email: enquiries@linkmarketservices.com
CORPORATE DIRECTORY / 36
www.gentrack.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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