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Gentrack Annual Report / Amended Investor Presentation

Annual Report13 December 2017GTKInformation Technology

GENTRACK GROUP LIMITED
ANNUAL REPORT

2017

GENTRACK ANNUAL REPORT / 3
4 Financial Highlights

6 Chairman and Chief Executive’s Report

8 Essential Software for Essential Services

10 Utility Focus

12 Product Development

14 Product Delivery and Support

16 Airport Focus

18 Focus on Culture

21 Financial Statements

52 Corporate Governance

56 Disclosures

61 Corporate Directory

CONTENTS

4 / FINANCIAL HIGHLIGHTS
FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS / 5

6 / CHAIRMAN AND CHIEF EXECUTIVE’S REPORT
“This year we have delivered strong

organic growth while successfully

integrating our strategic acquisitions.”

Ian Black, CEO

CHAIRMAN AND CHIEF EXECUTIVE’S REPORT / 7
DEAR SHAREHOLDER,

Gentrack delivered strong and cash generative organic growth in

the year to 30 September 2017, on top of which we made three

strategic acquisitions which should enable us to lift our ongoing

growth rate.

We added 12 new utility customers and 9 new airports, which

together with a high level of support and upgrade projects with

our customer base of 75 utilities and 65 airports, drove 18%

organic revenue growth at improved operating margins.

The acquisition of Junifer in the UK makes us a market leader

there with a combined 36 utility customers. It also gives us a SaaS

product and revenue model well suited to new entrant utilities,

which we are bringing into the Australian market.

In Airports, the acquisitions of Blip Systems and CA Plus on top

of our existing Airport 20/20 product, gives us a unique set of

capabilities and we are already seeing success in cross selling

and combining these businesses.

We are beginning to see clear benefits from ongoing investment to

productise our utility software, so that it can be installed faster by

fewer people, which allows us to scale the business more rapidly

and efficiently and to offer subscription based solutions. We expect

to see this strategy continue to lift margins over time.

It was a busy year with new senior executives joining the Group

in New Zealand, the UK, Australia and in the Airports division.

We moved into new premises in Auckland and would welcome

shareholders to see this impressive new facility. We also opened

an office in Singapore to service our growing customer base of

utilities in South East Asia.

A final dividend of 8.5cps brings the full year dividend to 12.7cps in

line with our policy to pay out 70-80% of NPATA. This continues a

track record of continuous dividend growth since our IPO in 2014,

and reflects the strong cash generation of the business.

The Group now targets 15%+ annual EBITDA growth as we

continue to optimise value from the recent strategic growth

acquisitions, shift to an increasingly recurring revenue model, and

expand our resources and expertise to support larger and more

profitable projects.

It’s been an exciting year for Gentrack and we thank our

customers, team and shareholders for their support as we

continue to grow our world-class business.

John Clifford Ian Black

Chairman Chief Executive

CHAIRMAN AND

CHIEF EXECUTIVE’S REPORT

All growth based on FY16.

8 / ESSENTIAL SOFTWARE FOR ESSENTIAL SERVICES
PLAY YOUR WAY,

SHAPE YOUR FUTURE

ESSENTIAL SOFTWARE FOR ESSENTIAL SERVICES / 9
ESSENTIAL SOFTWARE

FOR ESSENTIAL SERVICES

EXPERTISE AND PASSION

For close to 30 years we’ve assembled a talented team to design,

deliver and support the essential software that utilities and airports

need to lower service costs, drive innovation and confidently navigate

market reform. We pair our powerful platforms with deep market

knowledge to help our customers to evolve with the expectations

of their customers and the opportunities presented by disruptive

technologies challenging traditional business models. Our customers

value Gentrack’s authenticity and the expertise that our people bring to

the table and depend on us to guide software investment decisions that

deliver real outcomes to their businesses and their customers.

We’re Knowledgeable. We’re Approachable. We Deliver.

10 / UTILITY FOCUS

UTILITY FOCUS / 11
UTILITY FOCUS

Market reforms, competition and the introduction of renewable

technologies in energy and water sectors continue to drive

opportunities for Gentrack with both its Velocity and Junifer

billing and customer management platforms. The ability for

utilities to adapt rapidly to market change is essential and a

key factor driving many utilities to re-invent themselves with

new business models, systems replacements, meter-to-cash

automation and new customer engagement strategies.

Gentrack has continued its tradition of actively engaging with

customers to ensure they have flexible solutions to meet their

obligations as market participants, and to do so as quickly

and painlessly as possible. Our expertise in new market

frameworks such as retail contestability is also engrained in

our service offering, giving utilities the confidence that we

will deliver the solutions to support their rapidly changing

businesses.

A SNAPSHOT OF MARKET TRANSFORMATION

AUSTRALIA — POWER OF CHOICE

Australia’s Power of Choice (PoC) programme has seen

players in the National Electricity Market (NEM) moving

quickly to meet new compliance requirements designed to

encourage more customer choice, demand side participation

and opportunities to make more informed decisions about

the way residential and business customers use electricity.

Gentrack is fully engaged with customers across the NEM,

configuring the Velocity retail and distribution solutions to

support new market processes and reporting requirements.

Our customers remain on track and ahead of the pack as PoC

compliance continues to grip the energy sector.

UK — SMART METER DEPLOYMENT

The UK energy sector is also experiencing the transformation

of its energy market with the introduction of Smart DCC,

a centralised data and communication network to support

the deployment of smart meters and connectivity of these

technologies. Gentrack is actively engaged in sharing its

expertise in market interaction solutions and processes to

ensure its Velocity and Junifer customers can navigate the

Smart DCC environment with confidence.

SINGAPORE — ELECTRICITY MARKET COMPETITION

The introduction of full market competition in 2018 in

Singapore follows a strong period of contestability in the city-

state’s business market. And where energy conservation and

efficiency have dominated the discussion for the last couple

of years, energy suppliers are now gearing up for residential

competition. Gentrack has established a new office in

Singapore’s Capital Tower to engage with and prepare energy

suppliers in the region for the competitive environment. This

includes market testing in H1 2018 using Velocity’s Singapore

market systems, and support for controlled market entry in H2

next year. At last count, the Electricity Market Authority (EMA)

in Singapore has 27 registered market participants and over

1.3 million metered connections all of which will have a choice

of energy supplier in Singapore’s Open Electricity Market.

EVOLVING

BUSINESS MODELS

DISRUPTIVE

TECHNOLOGIES

COMPETITIVE

RETAIL LANDSCAPE

CUSTOMER

INTERACTIONS

12 / PRODUCT DEVELOPMENT

PRODUCT DEVELOPMENT / 13
PRODUCT DEVELOPMENT

In the past 12 months, we’ve transformed how we build and

deliver new product capabilities. We’ve learned that utilities

are looking to engage with vendors that can move quickly,

deliver continuous value and clearly demonstrate leadership

in best practice meter-to-cash solutions. We’re meeting these

expectations head-on through our Agile software development

approach and product strategy that focuses on building highly

productised solutions for our core markets. We’ve embedded

close to 30 years of industry experience and market specific

best practice into our pre-configured market ready solutions

to drive improved operational efficiency, enhance customer

service and lower the cost to serve for our customers.

WE EXCEL AT UTILITY BILLING, MARKET

COMPLIANCE AND CUSTOMER INFORMATION

Quite simply, our solutions are world-class at enabling

utilities to bill anything, interact with the market seamlessly,

manage customer data as the ‘system of record’ and utilise

large volumes of metering data. Our products cover the full

spectrum of meter-to-cash processes and include strong

operational CRM capabilities.

To deliver the expertise at the core of our product strategy,

we’ve established a strong product management capability.

Our product development teams have embraced an Agile

mindset to continuously deliver value through our market

ready solutions for utilities.

PREDICTABLE OWNERSHIP COSTS

We understand the market pressures our customers are facing

and are evolving our licence and support models to better

support our customers’ need for predictable cost to serve

and Software as a Service. Gentrack’s subscription based

licence model now gives utilities a highly predictable, long-

term cost of ownership with software subscription, support

and maintenance, and hosting fees all based on the number

of billable meter points. The new model includes options

for regular product upgrades to be included, providing even

greater long-term cost certainty and reduction in the total cost

of ownership.

DELIVERING VALUE THROUGH PARTNERSHIPS

We believe that tomorrow’s solutions for digital businesses

need to enable rapid change around a stable core. This is

driven by a shift away from traditional business models with

stable partnerships towards becoming part of a far more

dynamic networked digital ecosystem. Our meter-to-cash

solutions provide the ‘system of record’, which forms a critical

part of this core. The new Gentrack Platform will provide the

basis for an ecosystem of customers and partners that extend

this core and will enable all our customers to rapidly benefit

from innovation anywhere within that digital ecosystem.

CLOUD READY – MANAGED SERVICE OFFERING

The global shift towards cloud computing and Software

as a Service has reached utilities. We are seeing strong

demand for cloud delivered meter-to-cash solutions across

our markets. Cloud delivered solutions are now essential

elements of our core offering for utilities, and they remain

a focus of our ongoing R&D investment to deliver greater

value to our customers and reduce our cloud delivery cost.

Gentrack’s Hosted Managed Services offering leverages our

expertise in maintaining the Velocity and Junifer solutions in

the cloud. In combination with our market ready solutions,

this enables us to deliver frequent and low risk upgrades that

keep our customers current and ensures they stay compliant

and realise value from our ongoing product development.

14 / PRODUCT DELIVERY AND SUPPORT
“We’ve achieved some great things

with our customers. The goal now

is to further empower our teams

with agile so we can scale and

deliver faster time-to-value.”

David Wills, COO

PRODUCT DELIVERY AND SUPPORT / 15
PRODUCT DELIVERY AND SUPPORT

ENHANCED VALUE THROUGH AGILE

The continued growth of the Gentrack business into new

regions and market segments is challenging traditional

approaches to customer service. So we’ve embarked on

a transformational programme designed to deliver more

transparency to customers and greater certainty around

our forecasted annual support revenues and resourcing

requirements. And let’s not forget — delivering an exceptional

customer service experience.

LEADING WITH AGILE

Application of agile values and principles underpins

this transformation, shifting the focus to

more interaction and collaboration with

customers and within our global

teams, to deliver more value

with our products, faster.

Over the last 12 months,

embedding agile has been a

priority of our learning and

development programme,

giving our delivery and

support teams the tools

and training they need for

thinking and doing agile.

Agile provides an

environment that encourages

the continuous development

of our people, allows them

to speak their mind and to

experiment and learn rapidly — the

outcome being a truly customer driven,

collaborative and engaged organisation

that can scale at pace and delight customers.

TRANSFORMING THE CX

As we transition from traditional licensing to subscription

based products, we are working to align and scale our

service model accordingly. An example is the further

commercialisation of our Hosted Managed Service; by offering

a cloud based billing and customer information solution, our

customers have the benefits of a scalable resource to meet

their growth aspirations. Removing the need to manage their

own technical environments also lets them get on with doing

what they do best, delivering essential services and great

customer journeys. Gentrack’s ecosystem of partners includes

leading cloud providers Amazon and Microsoft, as well as

other 3rd party hosting providers used by our customers in

New Zealand, Australia, Singapore and the UK.

SUPPORTING MARKET READY SOLUTIONS

We announced to investors our intention to invest in the

ongoing productisation of our software which will enable

the Gentrack business to scale at pace as we chase new

energy and water opportunities. Our goal — to deliver more

of our software, quicker, with reduced operational risk and

with faster ‘time to value’ for customers and the

Gentrack business.

While an essential aspect of our

overall product strategy is to

establish these localised

market ready solutions for

energy and water markets,

it also presents significant

opportunities to build

new service offerings for

customers around annual

product support and

maintenance. As we become

increasingly global, so does

our need to make available

truly global support services

that are tailored to the specific

needs of our customer base and

aligned with an awesome customer

service experience.

FOCUS ON SECURITY

Data security remains a high priority for many of our

customers around the world. We play a key role in enabling

their compliance with new security standards and our

obligations are extended to not only delivering software

solutions and services that meet the stringent requirements

of regulations such as GDPR

1

and SOC 2

2

, but also to the data

protection policies and processes across our global business.

Gentrack has invested in ISO 27001 compliance and expects

significant progress towards full certification in 2018.

1

General Data Protection Regulation — www.eugdpr.org

2

System and Organisation Controls — www.aicpa.org/soc

16 / AIRPORT FOCUS

AIRPORT FOCUS / 17
AIRPORT FOCUS

Airport growing pains are becoming acute. Capacity

constraints are hurting the traveller and the bottom line.

Isolated data silos and systems also means airports and their

partners are often not working at maximum efficiency and are

unable to react quickly to unexpected events.

Gentrack’s suite of airport software is relied on by over 120

airports worldwide to make brilliant airport decisions and

build memorable passenger experiences.

Our operations, passenger forecasting and flow management,

and revenue platforms enable airports to connect with

guests, airlines and service partners. This help to improve

visibility across the entire airport ecosystem in real time.

Proactive, data driven decision making and smart resource

allocation enhances the airport’s ability to predict and

optimise passenger flow through the terminal and the flight

turnaround process.

MAKING BETTER OPERATIONAL DECISIONS

Integrating airport-wide data, flexible billing, flight information

display and resource management into one smart platform.

Airports using our 20/20 solution are experiencing more on

time departures and lower operational costs while retaining

the charging flexibility needed to attract new carriers and

expand routes.

IMPROVING THE PASSENGER EXPERIENCE

From queue predictions and flow measurements to capacity

forecasting, BLIP Technology is reducing queue times,

smoothing the journey through the airport and increasing

retail dwell time, which in turn grows spend.

BOOSTING CONCESSION BASED REVENUES

Award winning Concessionaire Analyzer + software

automates contract and property management, billing and

concessionaire sales data capture. With CA+, airports can

understand trends, influence tactics and maximise their

revenue potential.

“Airport-wide collaboration and intelligent optimisation

are critical to improving airport performance and

creating the passenger experiences of the future.”

Chris Warrington, VP Airports

18 / FOCUS ON CULTURE
“ONE TEAM; COLLABORATING;

SHARING EXPERTISE”

FOCUS ON CULTURE / 19
FOCUS ON CULTURE

Our people are the foundation of our success.

Recent acquisitions, new projects and an intensive R&D

programme have led to a 55% jump in global staff numbers

this year to 429, with R&D resources up by 30%. This is

expected to continue as we extend our global footprint and

deliver our projects. We’re excited by the talent we see in

the market and now, more so than ever, we are attracting

a strong mix of high performing graduates, experienced

analysts and business leaders to guide our projects and our

global expansion.

WE’RE KNOWLEDGEABLE

To support this growth, we’ve paid particular attention to

our learning and development programme. We continue to

invest in the processes and tools that will help our people to

learn quickly and become valuable contributors to our global

performance. With the right leadership, teaming structures and

collaborative work spaces in place, we are giving our staff

opportunities to build a successful life at Gentrack.

WE’RE APPROACHABLE

While our people are valued for their expertise and passion,

they are also valued for their authenticity and ability to interact

with customers. We listen. We consult. We focus on positive

engagement. And we work collaboratively with customers to

understand their business aspirations and how we can best

deliver valuable solutions to enable their success.

WE DELIVER

Delivering tangible business benefits is what we do best. The

proof is in our track record. And this is more critical than ever,

as utilities and airports themselves are committed to delivering

value to their shareholders and customers. Our success

is founded on a culture of dedication and commitment to a

positive outcome — our customers expect it, as do our own

project teams.

Gentrack’s culture is critical to our ongoing success and we

foster the diversity throughout the business. Collaboration

is key and our people are challenged not only by the major

projects they are engaged in every day, but also by each other

as we design and deliver new products for our utilities and

airports customers.

LEADING GENTRACK INTO THE FUTURE

In FY17 we spent time recruiting the leadership team needed

to drive the Gentrack business into its next phase of global

growth:

David Wills, Chief Operations Officer

An experienced technology leader and agile evangelist.

Chris Warrington, VP Airports

Seasoned technology executive, and strategic sales and

customer success leader.

Saul Nurtman, Managing Director – UK/Europe

Senior billing industry expert and technology leader.

Paul King, Country Manager – Australia

Operations leader and advisor to global information technology

and consulting sectors.

FINANCIAL STATEMENTS / 21
FINANCIAL

STATEMENTS 2017

AUDITOR’S REPORT / 23

24 / AUDITOR’S REPORT

AUDITOR’S REPORT / 25

26 / 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 / 27
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.

28 / 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 / 29
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.

30 / 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 / 31
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.

32 / 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 / 33
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.

34 / 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 / 35
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.

36 / 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 / 37
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.

38 / 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 / 39
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.

40 / 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 / 41
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.

42 / 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 / 43
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

44 / 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 / 45
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.

46 / 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 / 47
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.

48 / 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 / 49
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

50 / 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 / 51
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.

52 / CORPORATE GOVERNANCE
The Board recognises the importance of good corporate governance,

particularly its role in delivering improved corporate performance and

protecting the interests of all stakeholders.

The Board is responsible for establishing and implementing the

Company’s corporate governance frameworks, and is committed to

fulfilling this role in accordance with best practice while observing

applicable laws, and NZX Corporate Governance guidance.

This section sets out the Company’s commitment to good corporate

governance and addresses the Company’s compliance with the eight

fundamental principles of the NZX Corporate Governance Code (NZX

Code) published in May 2017. The Company is not required to report

against the NZX Code until its next annual report (for the financial year

to 30 September 2018). However, the Board has determined that the

NZX Code provides the most appropriate basis for this review.

Gentrack’s Constitution, the Charters and most of the policies referred

to in this Corporate Governance Statement are available on the

Company’s website www.gentrack.com (“Company Website”) in the

Leadership and Governance section of the Investor Centre.

This corporate governance statement is current as at 21 November

2017 and has been approved by the Board.

PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR

Directors should set high standards of ethical behaviour, model this

behaviour and hold management accountable for these standards being

followed throughout the organisation.

The Board maintains high standards of ethical conduct and the Chief

Executive is responsible for ensuring that high standards of conduct

are maintained by all staff. The Board has adopted a “Code of Ethics”,

a copy of which is available in the Investor Centre section of the

Company’s website.

The Board is the overall and final body responsible for all decision

making within the Company, with the core objective of representing

and promoting the interests of shareholders by adding long-term value

to the Company.

The Company has a Share Trading Policy for the approval of all share

purchases and sales by staff, including directors. A copy of this policy

is available in the Investor Centre section of the Company’s website.

The Company undertakes appropriate checks of prospective Directors

prior to putting forward a candidate for election and provides all

material information in its possession relevant to such a decision to

security holders.

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

To ensure an effective Board, there should be a balance of independence,

skills, knowledge, experience and perspectives.

BOARD CHARTER

This describes the Board’s role and responsibilities and regulates

internal Board procedures; a copy of this document is available in the

Investor Centre section on the Company’s website.

The Board directs, and supervises the management of, the business

affairs of the Company including, in particular:

• ensuring that the Company’s goals are clearly established, and

that strategies and resources are in place for achieving them;

• ensuring that there is an ongoing review of performance against

the Company’s strategic objectives;

• approving transactions relating to acquisitions and divestments

and capital expenditure above delegated authority limits;

• ensuring that there is an ongoing assessment of business risks

and that there are appropriate control and accountability systems

in place to manage them;

• monitoring the performance of management and overseeing

company-wide remuneration, employment and health and safety

practices;

• appointing the Chief Executive, setting the terms of their

employment and, where necessary, terminating their

employment;

• approving and monitoring the Company’s financial and other

reporting and ensuring the Company’s financial statements

represent a true and fair view; and

• setting the dividend policy.

NOMINATION AND APPOINTMENT

The procedures for the appointment and removal of Directors are

ultimately governed by the Company’s Constitution. The Board has

established a Nominations and Remuneration Committee whose role is

to identify and recommend to the Board individuals for nomination as

members of the Board and its Committees, taking into account such

factors as it deems appropriate, including experience, qualifications,

judgement and the ability to work with other Directors.

COMPOSITION OF BOARD

As at 30 September 2017 the Board comprised six Directors, as

follows:

• John Clifford (Non-executive Chair) – appointed May 2012

• James Docking (Non-executive Director) – appointed May 2012

• Andy Coupe (Non-executive Director) – appointed April 2014

• Graham Shaw (Non-executive Director) – appointed March 2014

• Leigh Warren (Non-executive Director) – appointed May 2012

• Nic Humphries (Non-executive Director) – appointed May 2017

Profiles of each Director are available in the Investor Centre section

on the Company’s website.

The Company has written agreements with each board member

establishing the terms of their appointment.

DELEGATION

To enhance efficiency, the Board has delegated some of its powers to

Board Committees and other powers to the Chief Executive. The terms

of the delegation by the Board to the Chief Executive are documented

in the Board Charter and more clearly set out in the Company’s

Delegated Authority Framework. This framework also establishes the

authority levels for decision-making within the Company’s

management team.

DIRECTOR INDEPENDENCE

The Board Charter requires that at least 50% of Directors be

“independent”.

The Board takes into account the guidance provided under the NZX

Listing Rules in determining the independence of Directors.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE / 53
CORPORATE GOVERNANCE

The Board will review any determination it makes as to a Director’s

independence on becoming aware of any information that may have an

impact on the independence of the Director. For this purpose,

Directors are required to ensure that they immediately advise the

Board of any relevant new or changed relationships to enable the

Board to consider and determine the materiality of the relationships.

The Board considers that Leigh Warren, Graham Shaw and Andy

Coupe are Independent Directors. The Board has determined that

James Docking and John Clifford are not Independent Directors

because they are both substantial shareholders of the Company. Nic

Humphries is not classed as an independent director because

HgCapital (of which he is Senior Partner) controls Devaron (NZ)

Limited, which is a substantial shareholder of the Company.

SELECTION AND ROLE OF CHAIRMAN

The Chairman of the Board is elected by the non-executive Directors.

The Board supports the separation of the role of Chairman and Chief

Executive Officer. The Chairman’s role is to manage the Board

effectively, to provide leadership to the Board, and to facilitate the

Board’s interface with the Chief Executive Officer.

John Clifford has held the role of Chairman throughout the financial

year. The Board has determined that John Clifford is not an

Independent Director because he is a substantial shareholder in the

Company (as noted above). However, given the nature of the Company,

John Clifford is considered the most appropriate Director to act as

Chairman given his wealth of experience in the utilities sector, having

served as Chairman of two other businesses involved in utility smart

metering.

DIVERSITY POLICY

The Board has approved a Diversity Policy, a copy of which is

available in the Investor Centre on the Company’s website.

At 30 September 2017, the gender breakdown for the Company (and its

wholly owned subsidiaries) was as follows:

BOARDSENIOR

EXECUTIVES

ALL

EMPLOYEES

FY17

Female0291

Male68297

% Female0%20%23%

FY16

Female0257

Male58216

% Female0%20%21%

These figures include permanent full-time, permanent part-time and

fixed-term employees, but not independent contractors. A Senior

Executive is defined as an employee who reports directly to the Chief

Executive Officer. The Company recruits for predominantly technology

roles. Although there are increasing numbers of women leaving tertiary

study with technology qualifications, this has yet to translate into

candidates for technology roles, with the majority being men. This

continues to make it difficult to achieve short-term increases in gender

diversity as the Company grows its employee numbers.

The Company recognises the importance of diversity in the workplace

and its positive impact on the work environment and culture. Progress

continues to be made in that regard in accordance with the Company’s

Diversity and Inclusion Strategy

DIRECTOR EDUCATION

All Directors are responsible for ensuring they remain current in

understanding their duties as Directors. Directors are provided access

to the Company’s on-line knowledge hub.

RETIREMENT AND RE-ELECTION

The Board acknowledges and observes the relevant Director rotation/

retirement rules under the NZX Listing Rules.

DIRECTORS’ SHARE OWNERSHIP

The table of Directors’ shareholdings is included in the Disclosures

section of this Annual Report.

INDEMNITIES AND INSURANCE

Deeds of Indemnity have been granted by the Company in favour of the

Directors in relation to potential liabilities and costs they may incur for

acts or omissions in their capacity as Directors.

The Directors’ and Officers’ Liability insurance covers risks normally

covered by such policies arising out of acts or omissions of Directors

and employees in their capacity as such.

BOARD MEETINGS

The Board met formally ten times in the year ended 30 September

2017 and there were also separate meetings of the Board Committees.

Directors receive detailed information in Board papers to facilitate

decision making. At each meeting the Board considers key financial

and operational information as well as matters of strategic importance.

Executives regularly attend Board meetings and are also available to

be contacted by Directors between meetings.

Directors who are not members of the Committees may attend the

Committee meetings where invited to do so by the Chairman of the

relevant Committee.

The Board has a broad range of IT, financial, sales, business, risk

management and other skills and expertise necessary to meet its

objectives.

BOARD ACCESS TO INFORMATION AND ADVICE

The Company Secretary is responsible for supporting the

effectiveness of the board by ensuring that policies and procedures

are followed and co-ordinating the completion and dispatch of the

Board agendas and papers.

All Directors have access to the senior management team to discuss

issues or obtain information on specific areas in relation to items to be

considered at Board meetings or other areas as they consider

appropriate. Further, Directors have unrestricted access to Group

records and information.

The Board, the Board Committees and each Director have the right,

subject to the approval of the Chairman, to seek independent

professional advice at the Company’s expense to assist them to carry

out their responsibilities. Further, the Board and Board Committees

have the authority to secure the attendance at meetings of outsiders

with relevant experience and expertise.

54 / CORPORATE GOVERNANCE
CORPORATE GOVERNANCE

CONFLICTS OF INTEREST

The Board Charter outlines the Board’s policy on conflicts of interest.

Where conflicts of interest do exist, Directors excuse themselves from

discussions and do not exercise their right to vote in respect of such

matters.

PERFORMANCE REVIEW

The Board has a formal review of its performance on an annual basis.

A review was undertaken in August 2017.

PRINCIPLE 3 – BOARD COMMITTEES

The Board should use committees where this will enhance its

effectiveness in key areas, while still retaining board responsibility.

BOARD COMMITTEES

The Board has established two Committees: the Audit and Risk

Committee, and the Nominations and Remuneration Committee. The

Charters of each Committee are in the Investor Centre section of the

Company’s website.

The membership of each Committee at 30 September 2017 was:

1. Audit and Risk Committee – Graham Shaw (Chair), Andy Coupe,

John Clifford

2. Nominations and Remuneration Committee – John Clifford

(Chair), Leigh Warren and Graham Shaw.

For further details on the functions of the Audit and Risk Committee

please refer to “Principle 7”. For further details on the functions of the

Nominations and Remuneration Committee please refer to “Principle

2” and “Principle 5”.

The Board is currently considering a Takeover Response Protocol,

which is a recommendation under the NZX code. The protocol will

outline the procedure to be followed if the Company is subject to a

takeover offer and will be finalised shortly.

PRINCIPLE 4 – REPORTING AND DISCLOSURE

The Board should demand integrity in financial and non-financial

reporting, and in the timeliness and balance of corporate disclosures.

Gentrack is committed to maintaining a fully informed market through

effective communication with the NZX and ASX, the Company’s

shareholders, analysts, media and other interested parties. The

Company provides all stakeholders with equal and timely access to

material information that is accurate, balanced, meaningful and

consistent.

The Board has adopted a Market Disclosure Policy and a Shareholder

Communications Policy, copies of which are available in the Investor

Centre section on the Company’s website. The Policies have been

communicated internally to ensure that they are strictly adhered to by

the Board and the Company’s employees. The Company has been

listed on the NZX Main Board and the ASX since 25 June 2014 and

has at all times complied with its continuous disclosure obligations

under the NZX Listing Rules, the Securities Markets Act 1988 (NZ),

and the applicable ASX Listing Rules.

Directors consider at each Board meeting whether there is any

material information which should be disclosed to the market.

The “Code of Ethics”, Board Committee Charters and other key

governance documents are available in the Investor Centre section of

the Company’s website.

The Company does not currently provide non-financial reporting on

environmental, social and governance factors other than as set out in

this statement.

PRINCIPLE 5 – REMUNERATION

The remuneration of Directors and executives should be transparent, fair

and reasonable.

The Board has a Nominations and Remuneration Committee. One of

that Committee’s principal functions is to oversee the remuneration

strategies and policies of the Company. The Nominations and

Remuneration Committee is governed by a formal charter, a copy of

which is available in the Investor Centre section on the Company’s

website.

DIRECTOR REMUNERATION

The Company distinguishes the structure of non-executive Directors’

remuneration from that of executive Directors. Total Directors’ fees

are currently set at a maximum of $450,000 per annum for the

non-executive Directors. The actual amount of fees paid in the past

year was $371,247.

CEO REMUNERATION

This is structured as follows:

Fixed base salary of $380,000 per annum. This amount is reviewable

at the Board’s discretion each year.

Annual short term incentive payments of up to 50% of the fixed base

salary. The actual short term incentive awarded (if any) is determined

at the discretion of the Board after assessing the performance of the

Company and the performance of the CEO against performance

targets and priorities agreed annually.

The CEO participates in the Company’s Long Term Incentive Scheme

(LTI Scheme). In December 2016, the Company issued a total of 32,393

performance rights under the LTI Scheme to the CEO. These rights

vest over three years and are subject to Gentrack Group achieving

certain performance hurdles contained within the LTI Scheme that are

aligned to sustained earnings per share growth.

The Remuneration Policy Statement is available in the Investor Centre

section of the Company’s website.

PRINCIPLE 6 – RISK MANAGEMENT

Directors should have a sound understanding of the material risks faced by

the business. The Board should regularly verify that the entity has

appropriate processes that identify and manage potential and material risks.

The Board has an Audit and Risk Committee that reports to the Board

– please see “Principle 7” below for further detail in relation to the

Audit and Risk Committee.

DISCLOSURES / 55
CORPORATE GOVERNANCE

The Company’s senior management maintain a Risk Register, which is

reviewed by the Audit and Risk Committee and forms a key part of the

risk management framework.

Gentrack does not have an internal audit function, but through the

steps outlined above the Board ensures the company is reviewing,

evaluating and continually improving the effectiveness of its risk

management and internal control processes.

The Company considers that it does not have any material exposure to

economic, environmental and social sustainability risks. The Board

receives a health and safety report each month and considers health

and safety matters at each Board meeting.

PRINCIPLE 7 – AUDITORS

The Board should ensure the quality and independence of the external

audit process.

The Board is committed to a transparent system for auditing and

reporting of the Company’s financial performance. The Board

established an Audit and Risk Committee, which performs a central

role in achieving this goal. The members of the Committee provide a

balance of independence, sector experience and relevant professional

experience and qualifications.

The Audit and Risk Committee’s principal functions are:

• to assist the Board in fulfilling its responsibilities for Gentrack’s

financial statements and external financial reporting;

• assist the Board in ensuring that the ability and independence of

the external auditors to carry out their statutory audit role is not

impaired, or could reasonably be perceived to be impaired;

• to assist the Board in ensuring appropriate accounting policies

and internal controls are established and maintained; and

• to assist the Board in ensuring the efficient and effective

management of all business risks.

One of the main purposes of the Audit and Risk Committee is to

ensure the quality and independence of the audit process. The

Chairman of the Audit and Risk Committee and Chief Financial Officer

work with the external auditors to plan the audit approach. All aspects

of the audit are reported back to the Audit and Risk Committee and the

auditors are given the opportunity at Audit and Risk Committee

meetings to meet with the Board.

The Audit and Risk Committee has adopted a formal Charter, a copy of

which is available in the Investor Centre section on the Company’s

website.

As a New Zealand company, section 295A of the Australian

Corporations Act is not applicable to the Company. This section

requires the Company’s Chief Executive Officer and Chief Financial

Officer to make a declaration in relation to the financial records and

financial statements and notes. However, the Company’s Chief

Executive Officer and Chief Financial Officer provide equivalent

assurances to the Board as part of the annual external audit process.

The Company’s external auditors will attend the annual meeting, and

are available to answer questions relating to the conduct of the

external audit and the preparation and content of the auditor’s report.

PRINCIPLE 8 – SHAREHOLDER RISKS AND RELATIONS

The Board should respect the rights of shareholders and foster

constructive relationships with shareholders that encourage them to

engage with the entity.

The company currently keeps shareholders informed through:

• the annual report;

• the interim report;

• the annual meeting of shareholders;

• disclosure to the NZX and ASX in accordance with the

Company’s Shareholder Communications Policy and Market

Disclosure Policy; and

• the Investor Centre section on the Company’s website.

The company’s Shareholder Communications Policy and Market

Disclosure Policy are designed to ensure that communications with

shareholders and all other stakeholders are managed efficiently. The

Chairman, Chief Executive Officer and Chief Financial Officer are the

points of contact for shareholders and analysts.

The Board considers the annual report to be an essential opportunity

for communicating with shareholders. The company publishes its

annual and interim results and reports electronically on the Company

Website. Investors may also request a hard copy of the annual report

by contacting the company’s share registrar, Link Market Services

Limited. Contact details for the registrar appear at the end of this

report.

The Company considers the annual meeting to be a valuable element

of its communications programme. The Chairman will provide an

opportunity for shareholders to raise questions for their Board. The

Chairman may ask the Chief Executive Officer and any relevant

manager of the Company to assist in answering questions if required.

As noted earlier, the Company’s external auditors will also attend the

annual meeting, and are available to answer questions relating to the

conduct of the external audit and the preparation and content of the

auditor’s report.

56 / 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-.

John de Giorgio

4

Held Personally382,671-.

Nigel Farley

5

Beneficial Interest3,312,6614,712,661

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, Total Terminal Technologies Ltd.

2

Paul Fitzgerald, Kenton Judson and Saul Nurtman 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.

4

John de Giorgio is a Director of the following subsidiary company: CA Plus Limited.

5

Nigel Farley is a Director of the following subsidiary company: Blip Systems.

DISCLOSURES / 57
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

58 / 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 Limited

1

4,827,4295.77

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 Limited

1

2,050,7722.45

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 Corporation

1

1,470,4001.68

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 Limited

1

847,0671.01

JP Morgan Chase Bank

1

792,0150.95

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 / 59
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 de Giorgio

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.

* 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

60 / 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 Marys 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 / 61

www.gentrack.com

---

Gentrack Group Ltd | www.gentrack.com | info@gentrack.com | ARBN 169 195 751
14 December 2017

Amended Investor Presentation

Gentrack Group Limited (NZX/ASX: GTK) has found some errors in the FY16

comparative data and analysis used in the investor presentation for FY17 released on

29 November 2017. These errors do not affect the FY17 results and are as follows:

Item Location

(Slide #)

Published

(29 November

2017)

Correction

(14 December

2017)

NPAT 7 Up 54% on FY17 Up 23% on FY16

Airports – Revenue growth 9 44% 46%

Airports – EBITDA growth 9 60% 18%

Airports and Utilities

Graphs

9 Comparative figures

were FY15

FY16 figures

Geographic Analysis 10 Revenue by Region

Pie Graph (Millions)

Revenue by Region

Pie Graph (%)

Licence revenue growth 11 92% 74%

Gentrack apologises for these errors which do not affect reported FY17 results.

The updated investor presentation is also available to view and download from the

Investor Centre at:

https://www.gentrack.com/investors/reports-and-presentations/


ENDS

*******

Contact:

Jon Kershaw; Company Secretary

+64 9 966 6090


2

About Gentrack

Gentrack provides essential software for essential services, pairing powerful platforms

with deep market knowledge to help utilities and airports lower service costs, foster

innovation and confidently navigate market reform. It employs over 450 people in

offices across New Zealand, Australia, the UK and Europe and services over 200 utility

and airport sites in 20 countries with its leading solutions including Gentrack Velocity,

Junifer, Airport 20/20, BlipTrack and Concessionaire Analyzer+ (CA+).

Velocity and Junifer are leading billing and customer management solutions providing a

full range of proven capabilities from SaaS solutions for new entrant energy and water

suppliers, to cloud hosted and on premise solutions for larger utilities in competitive

markets where flexibility, uniqueness and compliance are essential.

Airport 20/20, BlipTrack and CA+ provide a comprehensive solution suite engineered to

connect and unlock the value of airport operational, revenue, concession and passenger

data. This real-time insight enables airports to run a more efficient operation, uncover new

growth opportunities and build an outstanding traveller experience.

GENTRACKRESULTS
FOR THE FULL YEAR TO

30 SEPTEMBER 2017

U P DAT E D :14DECEMBER 2017

This presentation contains forward-looking statements. Forward-looking statements often include words
such as ‘anticipate’, ‘expect’, ‘plan’ or similar words in connection with discussions of future operating or

financial performance.

The forward-looking statements are based on management’s and directors’ current expectations and

assumptions regarding Gentrack’s business and performance, the economy and other future conditions,

circumstances and results. As with any projection or forecast, forward-looking statements are inherently

susceptible to uncertainty and changes in circumstances. Gentrack’s actual results may vary materially

from those expressed or implied in its forward-looking statements.

This presentation includes unaudited financial information for the year ended 30 September

2017.Audited financial statements will be issued on 30 November 2017.

IMPORTANT NOTICE

2

We pair our powerful platforms with deep market
knowledge to help utilities and airports lower service costs,

drive innovation and confidently navigate market reform.

ESSENTIAL SOFTWARE FOR ESSENTIAL SERVICES

BUSINESS

U P DAT E

FINANCIAL

R E S U LT S

OUTLOOK

STRATEGIC

FOCUS

Q&A

3

EXPERTISE AND PASSION

WORLD-CLASS SOLUTIONS FOR UTILITIES AND AIRPORTS
4

•12 new utility and 9 new airport customers
•27 customer projects delivered, including completion of Gentrack’s largest utility

billing project in Australia

•Expansion of our managed service and subscription based offerings and investment

•Successful integration of three acquisitions delivering profit expectations

•New market entry

–Utilities: South East Asia – Opened Singapore office

–Airports: Greenland, Abu Dhabi, Jersey and Kenya.

DELIVERING RESULTSin FY17

5

EXPERIENCED LEADERSHIP DRIVING BUSINESS GROWTH
PAUL KING

COUNTRY MANAGER – AUSTRALIA

SAUL NURTMAN

MANAGING DIRECTOR – UK/EUROPE

DAVID WILLS

CHIEF OPERATING OFFICER –GLOBAL

CHRIS WARRINGTON

VP AIRPORTS – GLOBAL

6

FINANCIAL PERFORMANCE
BUSINESS

U P DAT E

FINANCIAL

R E S U LT S

OUTLOOK

STRATEGIC

FOCUS

Q&A

$75.2m$23.9m

REVENUEEBITDA

43%

Growth

over FY16

43%

Growth

over FY16

$11.8m

12.7

cps

N PAT

Up 23% on

FY16

Pre-tax free

cash flow as a %

of EBITDA

FULL YEAR

DIVIDEND

84%

24%18%

7

EXCLUDING ACQUISITIONS

EXCLUDING ACQUISITIONS

TOTAL SHAREHOLDER

RETURNS SINCE

IPO

143%

DELIVERING CONSISTENT RESULTS
•Continuous organic growth

•Strategic growth acquisitions

•Consistent dividend growth since IPO

$75.2m

$23.9m

8

7 Year CAGR

c.15%

Utilities delivered strong growth, up 42%
on FY16.

The utilities business now occupies first or

second market share position for billing

and CIS solutions in our three chosen

markets.

Our addressable market has increased to

include new market entrants and tier one

energy suppliers.

DIVISIONAL ANALYSIS

UTILITIES

$63.5m

$20.7m

$44.8m

$14.0m

$11.7m

$3.2m

$7.9m

$2.7m

FY17

AIRPORTS

FY16

FY17

FY16

Airports grew revenues by 46%.

Acquisitions expanded the airports solution

offering to cover passenger experience and

revenue management – areas of significant

focus for this sector.

Airports EBITDA up 18% on FY16.

9

Australia Energy regulatory reform driving growth
UK/Europe Addition of new customers to the Junifer platform

Largest European utility selects Velocity – initial project in Romania

ROWFirst customer in Singapore and new offices to support Southeast Asia operation.

GEOGRAPHIC ANALYSIS

10

FY16

FY17

REVENUE TYPE ANALYSIS
11

Recurring revenues grew

by 43%.

90%+ of revenues are

from existing customers

Licence growth was 74%

GLOBAL RESOURCE GROWTH
55%

Total resource increase over prior year

250%

UK/Europe resource growth over

prior year including acquisitions

.

278

429

FY16FY17

New Zealand

Australia

UK/Europe

156

167

70

79

52

183

12

Research and Development resources

increased by 30% over FY16

21% of Research and Development activity

was capitalised. R&D was 6% of revenue.

FY18 OUTLOOK
•Continued growth in FY18 driven by ongoing energy and water market reforms in Australia,

UK and Singapore

•Targeting 15%+ long term EBITDA growth albeit results in any given year may be impacted by

the timing of projects

•Increasing delivery of value from recent strategic growth acquisitions

•Expanded R&D program to deliver against medium and long-term growth strategy

•New Gentrack Headquarters in Auckland and expansion of offices in Melbourne and London

to support ongoing resource growth.

BUSINESS

U P DAT E

FINANCIAL

R E S U LT S

OUTLOOK

STRATEGIC

FOCUS

Q&A

13

CAPITALISING ON CHANGING MARKETS
COMPETITIVE

RETAIL MARKETS

CUSTOMER DRIVEN

TECHNOLOGIES

DEMAND FOR

MANAGED SERVICES

EVOLVING MARKET

FRAMEWORKS

NEW RETAIL

BUSINESS MODELS

NEW SERVICES

PLATFORMS

BUSINESS

U P DAT E

FINANCIAL

R E S U LT S

OUTLOOK

STRATEGIC

FOCUS

Q&A

14

FOCUSED CHANGE TO DELIVER STRONGER OUTCOMES
LEVERAGING CLOUD

EFFICIENCIES

-Expanding Gentrack’s

managed service offering

-Optimising the value of

cloud technologies

-Gentrack Platform-as-a-

Service for digital

innovation.

CORE R&D

INVESTMENT

-Pre-packaged/ market

ready solutions

-Service excellence

-Gentrack platform a

key enabler of

utility innovation

-Extended partner

ecosystem.

PRODUCT DELIVERY

INNOVATION

-Subscription based

solutions for utilities

-SaaS mindset

-Delivering regular and

increased value to

customers

-AGILE methodology

enhancing

collaboration.

CHANGING UTILITIES

MARKETS

-New regions

-Expanding Gentrack’s

addressable market

-Leveraging market

ready solutions and

expertise

-Increased share of

wallet.

CONSISTENT

SHAREHOLDER VALUE

-Revenue and EBITDA

growth aligned with

guidance

-EPS growth

-Investment in product

and people.

 

 


15

GENTRACK CORE COMPETENCIES FOR UTILITIES
16

We excel at meeting complex Billing

needs, at scale across Domestic, SME

and Commercial/Industrial sites.

BILLING

We hold a utility’s core customer

information and support them in

managing the relationship.

We understand meter data and how

modern utilities can leverage it for

new services.

METERING

We have a deep understanding of

complex market interactions and enable

utilities to stay compliant and connected.

MARKET INTERACTIONS

CUSTOMER INFORMATION

BRINGING JUNIFERTO AUSTRALIA AND NEW ZEALAND
Smart billing and CRM for new

entrant energy retailers

•Out of the box meter-to-cash capabilities

•SaaS and Cloud enabled

•Onboard with ease and scale quickly

•Localised for market regulatory frameworks

•Extending Gentrack’s local footprint:

•NZ: 24% of retail brands

•Australia: 20% of retail brands

42 Retail Energy

Brands

2

~40 Retail Energy

Brands

1

Electricity and Gas Retail Brands

1

2017 AEMC Retail Energy Competition Review –25 July 2017 (NEM + WA/NT)

2

Electricity Authority –www.emi.ea.govt.nzand www.gasindustry.co.nz

17

APPENDICES
18

ESSENTIAL SOFTWARE FOR ESSENTIAL SERVICES
CARVE YOUR

UNIQUE OFFER

EMBRACE

D I G I TA L

N AV I G AT E

MARKET CHANGE

Play your way. Shape your future.

19

CONNECTED INTELLIGENCE
Connect your data to unlock its true value, and make better decisions, faster.

OPERATIONS

REVENUE

PASSENGER

EXPERIENCE

20

ADDRESSABLE MARKET IN CORE GROWTH REGIONS
UNITED KINGDOM

& IRELAND

SINGAPORENEW ZEALANDAUSTRALIA

AIRPORTS

G LO B A L LY

88 ENERGY + 32 WATER

BRANDS

#2

37 energy suppliers and

3 water companies

27 ENERGY

BRANDS

#4

1 energy supplier

42 ENERGY

BRANDS

GENTRACK POSITION

#1

53% of energy retail and 54% of

network connection points

40 ENERGY + 47WATER

BRANDS

#2

12 energy utilities and

9 water companies

SKYTRAX ‘TOP 100’

#

AIRPORTS 2017

20%

‘Top 100’

#

Survey of 550 airports

21

GAAP to non-GAAP profit reconciliation
Period

12 Months

30-Sep-17

12 Months

30-Sep-16

Reported net profit for the period (GAAP)

11,8259,608

Add back: amortisation

3,3142,015

Add back: tax adjustment for amortisation

(845)(533)

N PATA

14,29411,090

Add back: net finance expense/(income)

1,1521,208

Add back: income tax expense less tax adjustmentabove

6,4564,067

Add back: depreciation

677362

Add back: acquisition costs

1,3250

EBITDA

23,90416,727

GAAP TO NON-GAAP PROFIT RECONCILIATION

22

FY17 RESULTS ON A CONSTANT CURRENCY BASIS
NZ$000FY16FY17

FY17 on

CONSTANT

CURRENCY*

∆ %

Revenue52,73475,18178,533-4%

EBITDA16,727 23,90424,783-4%

N PATA11,09014,29414,884-4%

N PAT9,608 11,82512,355-4%

Net Cash

Balance

18,8189,727

Final

Dividend (cps)

7.78.5

Full year

Dividend (cps)

11.912.7

* Based on FY16

exchange rates

and actuals

All figures in NZ $

23

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.