VGL 2019 Annual Report

VISTA GROUP INTERNATIONAL LIMITED
Annual
Report
2019

This report is dated 26 March 2020 and is signed
on behalf of the Board of Vista Group International
Limited by Kirk Senior, Executive Chair, and Murray
Holdaway, Director.
K Senior
Executive Chair
26 March 2020
M Holdaway
Director
26 March 2020
02 At a glance metrics
04 Letter from the Chair and Group CEO
06 Group overview
07 Key themes
08 Innovation
10 SaaS transformation
12 Environmental, social & governance
16 Group trading overview
24 Corporate governance
44 Directors’ report
45 Financial statements
96 Independent auditor’s report
103 Corporate information
104 Vista Group office locations
Enhancing
moviegoer
the
experience

MovioVista CinemaPowster
VeeziMovio
Maccs
FlicksPeople
2.85b
communications (email and SMS)
were sent via Movio Cinema in 2019
$227m
*
Incremental box office revenue
uplift in 2018 to cinema exhibitors
using Movio Cinema
* USD currency
40.1m
tickets sold in 2019 across all regions
(small circuit or independent cinemas market
– cinemas with less than 20 screens)
1.9m
bookings using Maccs’
theatrical distribution system
16
the number of countries with
cinemas using ‘Your Cinema’
1
Rainbow Tick certification
New Zealand
0.5b
total views in 2019
(online movie marketing platforms)
1.7m
food and beverage items ordered through
Vista Cinema’s Serve application in Nov/Dec 2019
(analytics = 2 months)
At a glance metrics
03
Annual Report 2019
02
Vista Group International Limited

Letter from the Chair and Group CEO
Following our bumper 2018 result, we are very pleased
to report a resilient set of results for 2019 as the Group
expands its geographic, market and customer reach.
With revenue up 11% for the year to $144.5m, the Group
has tripled in size since listing in 2014.
This result was delivered whilst we commenced a
number of important initiatives that will deliver value
over the medium and longer term. Most significant is
the commitment to accelerate the transition of Vista
Cinema to a SaaS future – a transformative project for
the future of the Group. In addition, we have initiatives
under way to simplify and scale our businesses, to 
increase our Target Addressable Markets, to push
faster in our commitments to innovation, and to better
understand moviegoers. Each of these initiatives is
underpinned by a focus on growing recurring revenue.
We connect our work across the Group under the
purpose of ‘Enhancing the Moviegoer Experience’ as
this underpins what we set out to achieve with our
customers across the whole of the film industry value
chain. Examples of how this plays out in Vista Group
products and solutions are included in this report.
Our achievements at Vista Group are based on
the imagination, hard work, and commitment of our
people – from our development centres in Auckland
to our sales and customer facing teams across the
globe. More recently we have actively and intentionally
expanded our global footprint to better serve our
growing customer base. We have expanded our teams
and facilities in London and Los Angeles – in Vista
Cinema, Movio and Powster in particular – and built out
our Netherlands business around Vista Cinema, Maccs
and Cinema Intelligence. We need to make special
mention of the product organisation team in Vista
Cinema, who have delivered new products, innovated
with existing products, taken on new implementations
for the world’s largest cinema chains and stepped
boldly into our SaaS transformation project.
The global box office had a good year in 2019, with
US attendance only slightly down on a record 2018,
and Europe numbers up 4.5% to a historical high,
with record numbers recorded in France, the UK
and Russia.
Dear Shareholder,
Hello and welcome to the Annual Report for Vista Group International Limited
(Vista Group) for the financial year to 31 December 2019.
fell back as expected, and its second half was in line
with the second half of 2018 when it experienced
record growth.
Maccs was the standout performer in the Additional
Group Companies segment, recording strong revenue
growth of 21%, a positive EBITDA and launching its
new mica offering, an important product for Maccs
that enables them to address the large number of
small independent distributors worldwide.
Numero is now included in this segment following the
acquisition of the remaining shares in the business and
was consolidated for Q4 of 2019. Numero had a good
year, with revenue up due to geographic spread and
wider customer uptake. Numero recorded a breakeven
result for Q4 2019.
Powster grew steadily in 2019 whilst building its internal
capabilities in the US to complement its UK offering.
The volume of contracts and project opportunities
increased in Q4 and Powster enters 2020 with a strong
pipeline. Traffic across the Powster online platforms
increased 23% over the prior year.
Flicks continues to extend its lead as the largest
independent movie site in Australasia. Sales and
Off the back of a strong global film industry, our
two core businesses in combination grew by 16% in
2019, with Vista Cinema up 17% and Movio up 13%.
The focus on recurring and SaaS revenue continues to
deliver benefits and we have made this an important
theme of 2020 and beyond.
Vista Cinema continues to add sites at the consistent
rate of around 800 per year. In 2019, by adding 857
new sites it now serves over 8,000 sites worldwide
representing 40% of all large enterprise circuits
(excluding China the market share of this segment
is 51%). Veezi continues to build momentum with
161 additional sites added and now serves more than
1,000 customers worldwide. Annualised Recurring
Revenue for Veezi (excluding China) was up 22% in
the year – driven by increase in sites and an increase
in revenue per site.
Movio delivered a solid result for 2019. Movio Cinema
and Movio Research (now split out from Movio Media)
reported continued growth in both their customer base
and revenues; these two units form a strong foundation
for the future. Movio Media performed well with the
focus on digital, as the direct email and text business
marketing investment in Australia resulted in good
growth in the second half of the year. Users were
up 13% on the previous year.
Cinema Intelligence and movieXchange, two businesses
in their start-up phase, had mixed years and reported
a loss in the Early Stage Investments segment. Both
businesses are tracking to breakeven. Given the almost
100% overlap in current and expected customer base
the Group has decided to fold both businesses under
Vista Cinema management; this will significantly
reduce both businesses’ ‘go to market’ costs.
Group EBITDA was down 5% on a like for like
basis (both including IFRS 16) to $31.1m, a very
creditable result.
Vista Group continues to maintain a strong balance
sheet and generates positive cashflow from operating
activities to fund the company’s software investments.
Based on the financial statements approved for issue
on 27 February 2020, the board declared a final
dividend of 2.1 cents per share in line with the 2018
final dividend. In light of the uncertainty surrounding
the impact of the COVID-19 outbreak on the global
film industry, the board made the decision to cancel
the final dividend. This decision will be revisited once
the trajectory of COVID-19’s impact on Vista Group
becomes clearer.
We want to take this opportunity to thank our
stakeholders – our shareholders and investors for their
support of our business – and our customers for their
willingness to innovate with us and for trusting Vista
with delivering their mission critical systems. And
clearly everything we do is founded on the imagination,
enthusiasm, and commitment of the people of Vista
Group – they are a diverse and vibrant team constantly
exploring ways to Enhance the Moviegoer Experience.
We’ve had a strong 2019 and we’re looking to the future
with enthusiasm and energy as we continue to build.
Thank you and kind regards

Kirk Senior Kimbal Riley
Executive Chair Group CEO
04
Vista Group International Limited
05
Annual Report 2019

Vista Group operates across the global film industry,
from production to distribution, to cinema exhibition
and the moviegoer. The graphic below is an illustration
of how Vista Group views its vertical market and the
fit of its products.
Our products follow the film from its creation through
to screenings for the moviegoer – and the tracking of
all the data, interrelationships and information that is
needed by each party for the duration of that journey.
We report on the box office performance of the movie
– back through the cinema exhibition channels – to the
entity that made and invested in the film at the start.
The data aggregation and analysis that is required by
the film industry is very significant. It provides many
additional opportunities for Vista Group products such
as Movio, Numero and Powster. It has also created
the opportunity to enable more efficient access to
data for industry participants leading to the Group’s
investment in movieXchange, Movio Media and
additional modules within the Vista Cinema
product set.
The global cinema market is still expanding with
the number of cinema screens and box office
revenue growing. Industry trends of consolidation,
premiumisation, data driven decisions and marketing,
drive the product functionality of Vista to support
industry participants across the spectrum to improve
their service offerings.
Vista Group continues to lead the global industry
in creating innovation-focused products and services
that meet, and aim to exceed, the needs and wants
of our customers and their moviegoers.
The mission of Vista Group is to ‘enhance the moviegoer experience’; we know,
that if we ensure the moviegoer’s experience is at the centre of what we do,
then we will deliver value to our customer’s customer – the moviegoer.
Group overviewKey themes
Our business model
ProductionDistributionCinema exhibitionMoviegoer
Vista Cinema
Veezi
movieXchange
Movio
Numero
Maccs
Cinema Intelligence
Powster
Stardust
Flicks
2020
Simplify and scale
our operations
InnovateIncrease our target
addressable market
Increase our target
addressable market
Continue to grow
our understanding of
moviegoer behaviour
Deliver to
top 10 customers
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Vista Group International Limited
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Annual Report 2019

Innovation
New Vista
Cinema
products

Horizon Serve
were launched in April 2019
at the CinemaCon industry
trade show in Las Vegas.
Horizon
Horizon enables visibility of the cinema’s operational and
activity data in real time allowing the exhibitor to make
proactive business decisions on the fly on any device
instead of reacting to data days or even weeks later.
Unique to the cinema industry, Horizon has three main components:
Serve
Serve was developed in partnership with an exhibitor
customer. The collaborative innovation that followed
has produced a product that takes restaurant dining
right into the theatre using a mobile application for
waitstaff dedicated to taking food orders.
Using Horizon, Vista’s exhibitor customer can stream data from around
their cinema circuit in real time. Cinema transactional data is replicated
and stored in the cloud (for as long or as short a period as the exhibitor
prefers), allowing control of the data including the ability to monitor
and manage its flow in the cinema network.
Experience
DIGITAL
Web
Mobile
Kiosk
Digital Signage
CXM
(Customer Experience Manager)*
Loyalty
Operations
Point of Sale
Cinema Manager
CashDesk
Food & Beverage
Serve
InTouch
UsherPoint
MovieTeam*
Enterprise
Head Office
Horizon*
Vouchers & Gift Cards
Film Manager
Cinema Intelligence*
Group Sales
Call Centre
movieXchange*
Connect
Services
Managed Upgrades
Customer Integrations
Customer Reports
Customer Feature Developments
First Level Support
Hardware
Available on premise or as Cloud Service.
* Cloud only.
Serve is made to work in a cinema – standard restaurant
ordering systems are not. User-led design that brought
cinema waitstaff into the design and development
process proved the best way to create the ideal dine-in
point-of-sale (POS) solution for a cinema.
Wider ranging benefits have accrued using Serve: for
example, customer intelligence gathered about habits
within the food and beverage sector, enable a stronger
marketing window into customer behaviour; Serve
orders can be connected to loyalty members and their
habits and preferences recorded. In both cases new
opportunities arise to enhance the experience of
the moviegoer.
Food and beverage insights have influenced marketing
credo at a basic level. Efforts to put a moviegoer
in every seat has progressed to putting the most
financially beneficial guest in as many seats as possible
– a subtle shift that is proving a win-win for Vista’s
innovative customer.
The ‘Discover’ phase of Horizon unlocks the potential
of rich data insights with cinema-centric self-service
analysis tools; the product offers predefined dashboards
with key industry metrics, or the ability to tailor the
exhibitor’s own.
Horizon is an enabling tool for exhibitors to enhance
the experience of their movie-going guests using
their own data; a ‘matter of record’ and a vast
source of truth that enables operational analysis
as never before.
Horizon real time box office analysis
StreamStoreDiscover
Food & Beverage
selection
Add to cartHold and deliver
in 30mins
Send and saveOrder completed
Gross box office
by time
Top 5 classes
& items
Total gross
Admits over time
Revenue – admits,
gross, total tax, net
Top 5 grossing
distributors &
their films
Select
moviegoer seat
View
moviegoer details
View
eligible discounts
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Vista Group International Limited
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Annual Report 2019

SaaS transformation
Customer benefitsLate
2019
Early-mid
2020
Late
2020
Fast live
3+ early adopters
China customers
Existing cloud
customers
On track
Prepare
Design & validate
Define transitions
Plan
Recruit
Completed
Fast start
New platform
architecture
Next Gen Cloud Cinema
‘Connect’ as a service*
On track
*Connect is the application that handles all of Vista’s ticketing and food and beverage transactions
Latest software
functionality always
available with
easier access to
new features
Increased physical
and data security
with reduced
compliance
costs
Greater reliability
and scalability to meet
peak demands
Greater accessibility
from a wider
range of locations
and devices
Reduced
infrastructure costs
in a distributed
cinema circuit
Circuit wide
information up
to date and
immediately
available
What we said we’d do
and where we are now
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Annual Report 2019
10
Vista Group International Limited

*
Environmental, social & governance
(ESG)
Environmental, social & governance
People and communities
We are passionate about ensuring our people can bring their true selves to work and feel included, safe and
supported. Vista Group interacts with people from all over the globe and from every segment of society and
we are proud that our workforce reflects similar diversity to that of our customer base.
Age distribution
10%
identify as being part of
the Rainbow community
* reflects New Zealand only data for 2019
4%
of staff identify as
having a disability
39
languages
spoken
Our core value ‘good things with good
people’ has underpinned the growth of
Vista and contributed to our success.
With growth comes responsibility and consciousness
of our social and environmental footprint; we need
to continue to grow sustainably and honour our role
as employers and in society.
We are proud of the work we have done in 2019
that has built our ability to commit to increased
focus on our ESG visibility and reporting in 2020.
Our commitment is embodied in the following
proverb:
Tiakina te whenua, atawhai te iwi, haere
whakamua – care for the land, care for the 
people, go forward.
Our land
We take pride in Vista being a sustainable business
and want to ensure we are owning up to, and taking
responsibility for, the environment issues our world
is facing. For instance, for our Auckland office we
choose low impact supplier Mercury Energy, which
uses 100% renewable energy.
In 2019, our staff led some fantastic initiatives to
support minimising our impact on the environment.
We established


We removed universal landfill rubbish bins and
replaced them with paper, recycling, and organic
landfill bins.
52%
of our New Zealand rubbish was recycled in 2019
(up 37% from 2018).
• We made electric scooters available to our USA team
• We introduced battery recycling
• We hosted ‘Plastic Free July’ events.
Number of staff by region
New Zealand
USA
United
Kingdom
Europe
Mexico
South Africa
Australia
Malaysia
410
131
100
74
45
9
7
3
68.1%
Generation Z <23Millennials 24-36
Baby Boomers 54-75
Generation X 37-53
2.7%
5.7%
23.5%
% of male and female
(2018 76%, 24%)
7030
**
Tiakina te
whenua,
te iwi, haere
atawhai
whakamua
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Annual Report 2019
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Vista Group International Limited

Cinema
Movio
Additional
Group
Companies
Early Stage
Investments
Associates
and joint
ventures
Vista Foundation
A significant new initiative in 2019 was
to take up the role of naming sponsor for
the nationally-run, and hugely successful
48 Hour Film Festival, which after many years was
in danger of not continuing in 2019.
With the Foundation’s help the event was rebranded
as The Vista Foundation 48Hours 2019. Once again,
with 530 competing teams from across the nation
representing a diverse range of participants in terms
of gender, ethnicity and age, the Festival was an
event that generated high enthusiasm; it has become
synonymous with the vitality of the New Zealand
film industry and it aligns with the aims of the
Vista Foundation.
Looking forward to 2020, the Foundation will extend
its activities via the continued financial support of
Vista Group and external donors and build its profile
and reputation as a passionate supporter of an
inclusive and successful New Zealand film industry.
Vista Group is passionate about the
New Zealand film industry and is
continuing to support it through the
Vista Foundation, which aims to foster
a viable, successful and inclusive local
film industry in New Zealand.
With the financial support of Vista Group and external
donors, the Foundation has been able to continue
its support of programmes to educate aspiring
filmmakers. As well as that it has contributed toward
enabling other individuals and groups whose love of
filmmaking manifests in a wide range of constructive
participation in the industry.
The Foundation extends its level of influence on
achieving its aims by partnering with other organisations.
An example is its support of The Dame Gaylene Preston
Award for Documentary Filmmakers – a biennial
commitment to honour documentary filmmakers
agreed by the collective group of The Vista Foundation,
The Arts Foundation of New Zealand, The New Zealand
International Film Festival and The New Zealand Film
Commission. 2019 saw the inaugural presentation of
this Award by Dame Gaylene in person.
Our communities
We are determined to make a difference in people’s lives and to foster and develop community initiatives
in New Zealand and across the world. Examples include:
Variety
(USA)
West Side Food
Bank (USA)
Toys for Tots
(USA)
Shadowtech
(NZ)
SESA
(NZ)
College
Robotics (NZ)
All Heart
(NZ)
Auckland City
Mission (NZ)
Eat My Lunch
(NZ)
Breast Cancer
Foundation (NZ)
Medicinema
(UK)
Every Smile
(UK)
Save the
Children (UK)
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Vista Group International Limited
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Annual Report 2019

Group trading overview
Vista Group produced solid revenue growth (11%),
positive operating cash flow ($15.5m) and maintained
a strong balance sheet to provide a platform for
the continued growth of Vista Group. Like for like
EBITDA
(1,2)
was $31.1m, down 5% on 2018.
Vista Group continues to be the global leader in
delivering software and data analytics solutions to
the film industry with group companies Vista Cinema,
Movio, and Powster each number one globally in their
respective market segments.
Recurring Revenue was up 11% to $88.2m, 61% of
Group Revenue and revenue from the wider ecosystem
improved with good sales growth in hardware and
payment processing. One of the more pleasing aspects
to the result was the improvement in performance
of the Additional Group Companies segment, driven
by a strong year by Maccs.
This result continues to highlight the key financial
and operating strengths of Vista Group:
• Consistent revenue growth
• Strong annuity revenue
• Sustained profitability
• Positive operating cash generation
• Leading global position in an expanding film industry.
During the year Vista Group announced the
acceleration of its investment in developing the latest
version of its Vista Cinema software for the cloud. With
development now underway, it is expected to go live
with early adopters in late 2020 and go to commercial
release in 2021.
Total Revenue
$144.5m (up 11%)
Operating Cashflow
$15.5m (down 44%)
Recurring Revenue
$88.2m (up 11%)
EBITDA
(1,2)

$31.1m (down 5%)
Operating Profit
$21.3m (down 14%)
2018
2019
2015
2014
2016
2017
$144.5
$130.7
$106.6
$88.6
$65.4
$47.2
6 year revenue
(NZD millions)
Grouptrading
overview
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Annual Report 2019
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Vista Group International Limited

Cinema
The Cinema segment is the largest within Vista Group and represents 67% of
total revenue.
For the sixth successive year Cinema has grown strongly in revenue, sites installed and market share.
The growth in the customer base is increasingly important as it creates opportunity for other Vista Group
companies. Customers who are already using Vista Cinema products can benefit from the higher value
that accrues when they use Vista Group’s wider integrated products.
Vista Cinema continues to consistently add around
800 sites per year. In 2019, by adding 857 new sites
to its slate, it now serves over 8,000 sites worldwide
representing 40% of all large circuits. Revenue was
up 17% and like for like EBITDA
(1,2)
up 9%. Recurring
Revenue was steady at 52% of total revenue and
revenue from third parties in the ecosystem increased
strongly. Particularly pleasing is the expansion of
payment processing opportunities the team
are exploring.
Vista Cinema continues to invest considerably in its
product roadmap. A special mention also goes to the
product development organisation in Vista Cinema,
who have delivered new products, innovated with
existing products, taken on new implementation of
the world’s largest cinema chains and embarked on
a significant SaaS transformation.
Veezi continues to build momentum with 161 additional
sites added and now serves more than 1,000 customers
worldwide. Veezi ARR
(3)
(excluding China) was up 22%
in the year – driven by increase in sites and a modest
increase in revenue per site.
Vista market share
Vista Cinema percentage of the world market for Cinema Exhibition Companies with 20+ screens.
86% CANADA
2,081/2,435 screens
50% USA
17,209/34,779 screens
98% CENTRAL AMERICA
7,684/7,854 screens
40% SOUTH AMERICA
2,624/6,543 screens
37% ASIA (excl.CHINA)
5,373/14,450 screens
16% CHINA
6,529/40,636 screens
97% AUSTRALASIA
1,928/1,989 screens
36% EUROPE
7,377/20,728 screens
63% MIDDLE EAST
1,940/3,106 screens
91% AFRICA
835/915 screens
The number of countries with cinemas running
Veezi has increased from 36 to 49. Veezi continues
to expand its product offering via the Vista Cinema
software development model that includes consistent
new feature releases.
0
300
600
900
1,200
2013201520162017201820192014
Existing CustomersNew CustomersAcquisitions
0
2,000
4,000
6,000
8,000
10,000
2013201420152016201720182019
Vista total site count
Market share
40% worldwide
53,580/133,435 screens
51%
excluding China
Global leader in cinema management software
for cinema exhibitors in the large circuit market
Global cloud–based cinema management
solution for cinema exhibitors in the small
circuit (or ‘independents’) market
Vista new sites added
(1) EBITDA is a non-GAAP measure and is defined as earnings before net finance costs, income tax, depreciation and amortisation,
acquisition expenses, capital gains/losses, impairment losses and equity accounted results from associates and joint venture companies.
(2) To enable a like for like comparison, the 2018 results have been adjusted to include the impact of NZ IFRS 16. See section 8.4 of the
following annual financial statements for full details on the impact of adopting NZ IFRS 16 on both the current and prior year.
(3) Annual recurring revenue (ARR) is a 12-month forward view of recurring revenue components of a software business at a point in time.
For Veezi, it represents the number of contracted cinema sites at December, multiplied by the average revenue per site for the preceding year.
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Vista Group International Limited
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Annual Report 2019

Global leader in data driven marketing for
the film industry
MovioAdditional Group Companies
Maccs was the standout performer, recording strong revenue growth of 21% and positive EBITDA
(1)
, while launching
its new mica offering, aimed at serving the independent distributor market segment. Growth opportunities also
accrue from the continued deployment of MaccsBox, the box office reporting product now servicing over 6,000
cinema sites, and, potential operating synergies with Vista Group’s Numero.
Numero was consolidated into the Group from October 2019. Numero had strong revenue growth during the
year, up 35%, due to geographic expansion and wider customer uptake. Numero was breakeven for Q4 2019
and, as their contracted base business grows, they have a stable platform from which to continue to grow.
Numero has both full and partial coverage of cinemas across the world’s regions. Outside of the US, Numero
reporting dashboards are available in 20+ countries representing significant growth.
Powster grew steadily in the year whilst building its internal capabilities in the US to complement its UK offering.
Revenue was up 7%, with an increased volume of contracts and project opportunities in Q4 2019 and Powster
enters 2020 with a strong pipeline. Traffic across the Powster platforms increased 23% over the prior year.
This segment comprises the businesses of Maccs, Numero (from October 2019),
Powster and Flicks and represents 12% of total revenue.
Movio’s purpose is to ‘connect everyone with their
ideal movie’. To date, Movio has profiled hundreds
of millions of box office admissions generates data
and profiles on active and connected moviegoers
globally. It is this rich history that has allowed Movio
to develop industry firsts in artificial intelligence
capable of predicting the audience for every film.
This functionality has captured the attention of
Hollywood, with most of the major studios engaging
in data-led strategies using insights generated
by Movio’s AI.
Movio Cinema and Movio Research (now split out
from Movio Media) reported solid growth, 19% and
15% respectively, in their customer base and revenues.
Pleasingly, Movio Cinema is now in 57 countries,
with strong growth particularly in EMEA in the last
12 months and 100% of Movio Research’s revenue
is now recurring in nature.
Movio Media was flat on 2018, however it made strong
progress in the key area of digital campaigns (68%).
This offset a reduction in direct campaigns (16%).
The Moviegoer Data Platform announced in 2019 has
progressed well and will have its first pilot customer
in test from March 2020.
Active moviegoer
(millions)
Core Revenue/active moviegoer
(NZ cents)
Connected moviegoer (global)
9.8m (up 18%)
The Movio segment is the second largest segment within Vista Group
and represents 18% of total revenue. Movio delivered a strong result
in 2019 with revenue up 13%.
North
America
Rest of
the world
Global
20
20
25
33
45
53
20182019
North
America
Rest of
the world
Global
86
91
19
22
49
48
20182019
Flicks continues to extend its lead as the largest independent movie site in Australasia. Sales and marketing
investment in Australia resulted in good growth in the second half of the year. Users were up 13% over 2018.
Flicks’ Your Cinema product (cinema websites for independent cinemas) now has 148 sites live in 16 countries.
Global leader in data driven marketing for the
film industry
Box office tracking and reporting product
Global leader in film marketing products
Movie and cinema review and showtime guide site
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Vista Group International Limited
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Annual Report 2019

Social app to share video reaction to movies
and television shows
Real-time distribution of movie media, tickets
and showtimes
Film forecasting and scheduling
Associates and joint venturesEarly Stage Investments
This segment comprises the businesses of Cinema Intelligence and movieXchange
and generated revenue of $2.9m and an EBITDA
(1)
loss of $1.3m in 2019.
Both businesses are tracking to breakeven and will be folded into the Cinema segment from 2020,
as there is a significant overlap in current and expected customer base. This will materially reduce both
businesses’ sales and marketing costs.
Vista Group held two investments that were not accounted for as a subsidiary
at year end.
The revenue for Cinema Intelligence revenue grew 13% in 2019, with a stronger second half. The integration work
with Vista Cinema’s Film Manager was completed during the year and Cinema Intelligence product is increasingly
a key component of Vista Cinema contracts.
Operating performance
Though 2019 revenue of $19.2m reflects a 7% decline on 2018, the increase in the percentage of revenue
based on share of online ticket sales reached 80% by year end and the EBITDA loss declined. Vista China
have fine-tuned their strategy to focus on luxury top end cinemas and develop deeper partner relationships
for the independent market.
China film industry update
The 2020 box office in China will be impacted from the Coronavirus (Covid-19), the extent of which remains
unclear, as does the timeframe for recovery. We remain firm in our belief that to truly be a successful software
provider to the global film industry, we must have a strong presence in China – who now account for 30%
of the world’s screens.
Today, Vista China remains an associate company and its results are not consolidated.
We have initiated discussions with WePiao to pause our previously announced equity increase transaction
until the impact of Covid-19 on the cinema industry and on Vista China becomes clearer.
Stardust is a social media platform that enables users to connect with other fans in discussion of movies
and television shows. Stardust was deconsolidated in February 2019 and continues to operate independently
of the Vista Group.
movieXchange enables the sharing of digital movie assets such as promotional media (MX Film) and allows
third-party online ticketing sales vendors to access the ticketing inventory of cinema exhibitors (MX Tickets).
Though MX Tickets volume was significantly down due the loss of a key contract in 2018, MX Film made good
progress integrating with exhibitors during 2019 and is now providing content from film studios to exhibitors
that represents the servicing of 8,000+ screens.
Vista China
22
Vista Group International Limited
23
Annual Report 2019

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, the NZX
Corporate Governance Code (NZX Recommendations), the Financial Markets Authority Corporate Governance in
New Zealand – Principles and Guidelines handbook and the Corporate Governance Principles and Recommendations
(4th edition) issued by the ASX Corporate Governance Council (ASX Recommendations).
The Company is listed on the NZX and has a foreign exempt listing on the ASX. As the NZX is the Company’s
home exchange, it is required primarily to comply with the NZX Listing Rules (Listing Rules), including in relation
to corporate governance.
For the period ended 31 December 2019, the Company has prepared its corporate governance statement against
the eight principles of the NZX Recommendations.
The Investor Centre section of the
Company’s website (vistagroup.co)
includes copies of the following
corporate governance documents
referred to in this section:
• Constitution
• Corporate Governance Code and Appendices
(the Code), including:
-Code of Ethics
-Audit and Risk Committee Charter (ARC Charter)
-Nominations and Remuneration Committee
Charter (NRC Charter)
• Diversity and Inclusion Policy
• Continuous Disclosure Policy
• Share Trading Policy
• Risk and Compliance Framework Summary
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.”
Recommendation 1.1 – The board should document
minimum standards of ethical behaviour to which
the issuer’s directors and employees are expected
to adhere (a code of ethics). The code of ethics and
where to find it should be communicated to the issuer’s
employees. Training should be provided regularly.
The standards may be contained in a single policy
document or more than one policy.
The code of ethics should outline internal reporting
procedures for any breach of ethics, and describe the
issuer’s expectations about behaviour, namely that
every director and employee:
a. acts honestly and with personal integrity in all
actions;
b. declares conflicts of interest and proactively advises
of any potential conflicts;
c. undertakes proper receipt and use of corporate
information, assets and property;
d. in the case of directors, gives proper attention
to the matters before them;
e. acts honestly and in the best interests of the issuer,
as required by law, and takes account of interests
of shareholders and other stakeholders;
f. adheres to any procedures around giving and
receiving gifts (for example, where gifts are given
that are of value in order to influence employees
and directors, such gifts should not be accepted);
g. adheres to any procedures about whistle blowing
(for example, where actions of a whistle blower
have complied with the issuer’s procedures, an
issuer should protect and support them, whether
or not action is taken); and
h. manages breaches of the code.
The Board maintains high standards of ethical conduct
and the Chief Executive Officer (CEO) is responsible
for ensuring that such high standards are maintained
by all of the Company’s staff. Director responsibilities
and expectations with regards to conflicts of interest
are set out in the Code. The most recent version of the
Code is readily available on the Company’s website.
Corporate governance
governanceCorporate
25
Annual Report 2019
24
Vista Group International Limited

• monitoring the Company’s performance against its
approved strategic, business and financial plans and
overseeing the Company’s operating results;
• ensuring the Company, the Board and the executive
team’s behaviour is consistent with the Code of
Ethics, including compliance with the Constitution,
any relevant laws, Listing Rules and regulations and
any relevant auditing and accounting principles;
• implementing, and from time to time reviewing,
the Code of Ethics, to foster high standards of
ethical conduct and personal behaviour, and hold
accountable those Directors, managers or other
employees who engage in unethical behaviour;
• ensuring the quality and independence of the
Company’s external audit process; and
• assessing from time to time the Company’s
effectiveness in carrying out the functions listed
above, and the other responsibilities of the Board.
Indemnities and insurance:
In accordance with Section 162 of the Companies Act
1993 and the Constitution, the Company indemnifies
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. In addition, the Company
acquired prospectus insurance for its initial public
offering. Details are recorded in the interests register
as required by the Companies Act 1993.
Board meetings:
In the period from 1 January 2019 to 31 December 2019
the Board met formally 8 times. At each scheduled
meeting the Board considers key financial and
operational information as well as matters of strategic
importance. Directors who are not members of the
Board Committees may still attend the Committees’
meetings. Please see page 28 for further information
on the Board Committees.
Company subsidiaries:
The Company has six wholly owned subsidiaries:
Vista Entertainment Solutions Limited (VESL), Virtual
Concepts Limited (VCL), Numero Limited (Numero),
Flicks Limited (Flicks), MovieXchange International
Limited (MX) and Vista Group Limited.
Vista Entertainment Solutions Limited
VESL has four wholly owned subsidiaries:
Vista Entertainment Solutions (USA) Inc., Vista
Entertainment Solutions (UK) Limited (VUK), Vista
Entertainment Solutions (Canada) Limited and
Vista Entertainment Solutions (Asia) Sdn Bhd.
VUK has three wholly owned subsidiaries: Vista
International Entertainment Solutions South Africa
(Pty) Limited, Vista Entertainment Solutions (Spain).
S.L.U. and Vista Entertainment Solutions (NL) B.V.
Virtual Concepts Limited
VCL has one wholly owned subsidiary, Movio Limited
and Movio Limited has one wholly owned subsidiary,
Movio Inc.
Numero Limited
Numero Limited has one wholly owned subsidiary,
Numero (Aust) Pty Limited.
MovieXchange International Limited
MX has one wholly owned subsidiary, MovieXchange
Limited.
Board meetings were held for these subsidiaries during
the year ended 31 December 2019, with material matters
raised in these meetings reported to the Company’s
Board, as appropriate.
Delegation:
To enhance efficiency, the Board has delegated
some of its powers to Board Committees and other
powers to the CEO. The CEO’s employment contract
is not for a specific term. The day-to-day leadership
and management of the Company is undertaken by
the CEO and senior management.
The CEO is responsible for:
• recommending to the Board a vision and strategy
for the Company;
• implementing the Board approved strategy
and vision;
• implementing the Board approved risk management
framework and ensuring compliance;
• providing management of the day to day operations
of the Company; and
• acting as the spokesperson for the Company.
The terms of the delegation by the Board to the CEO
are documented in the Code and more clearly set
out in the Company’s Delegated Financial Authority
Manual. This manual also establishes the authority
levels for decision-making within the Company’s
management team.
The CEO has also formally delegated decision
making to senior management within their areas
of responsibility, subject to quantitative limits to
ensure consistent and efficient decision making
across the Company.
Code of Ethics:
The Company has adopted the Code which includes
the Code of Ethics and plays a key role in establishing
the framework by which the Company’s employees
are expected to conduct themselves. The Code of
Ethics is not intended to prescribe an exhaustive list
of acceptable and non-acceptable behaviour, rather
it is intended to facilitate decisions that are consistent
with the Company’s values, business goals and legal
and policy obligations, thereby enhancing performance
outcomes. Employees must familiarise themselves with
the Company’s values, as they govern their behaviour
while they are employed by the Company.
The Code of Ethics covers, among other things,
conflicts of interest, gifts and behaviours.
The Code of Ethics sets out:
• the practices necessary to maintain confidence
in the Company’s integrity;
• the practices necessary to take into account the
Company’s legal obligations and the reasonable
expectations of its stakeholders; and
• the responsibility and accountability of individuals
to report and investigate unethical practices.
Directors and management are expected to lead
the Company according to the Code of Ethics and to
ensure that the standards set out in the Code of Ethics
are communicated to the people who report to the
Directors and management.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics is required to
report it immediately in accordance with the policy.
The Code of Ethics is provided to new employees as
part of their induction materials and the current version
is maintained on the Company’s internal web portal for
access by employees.
Conflicts of interest:
The Code of Ethics 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.
Recommendation 1.2 – An issuer should have a financial
product dealing policy which applies to employees
and directors.
All Directors and employees are required to comply
with the Company’s Share Trading Policy (Share
Trading Policy) in undertaking any trading in
the Company’s shares. The Share Trading Policy
is available on the Company’s website.
Principle 2 –
Board composition & performance
“To ensure an effective board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.”
Recommendation 2.1 – The board of an issuer should
operate under a written charter which sets out the
roles and responsibilities of the board. The board
charter should clearly distinguish and disclose the
respective roles and responsibilities of the board
and management.
The Board is the overall and final body responsible
for all decision making within the Company, having
a core objective to effectively represent and promote
the interests of its shareholders with a view to adding
long-term value to the Company.
The Code describes the Board’s role and responsibilities
and regulates internal Board procedures. The Board
has a responsibility to work to enhance the value of
the Company in the interests of the Company and
its shareholders.
The Board:
The Board is responsible for directing the Company
and enhancing shareholder value in accordance with
good corporate governance principles. Further, the
Board has statutory responsibilities over the affairs
and activities of the Company, with the power to
delegate those responsibilities to the CEO and
the executive team.
The main functions of the Board, the CEO and the
executive team are set out in the Code. There is a clear
delineation between the Board’s responsibility for the
Company’s strategy and activities, and the day-to-
day management of operations conferred upon the
executive team of the Company.
The Board reserves certain functions to itself.
These include:
• selecting and (if necessary) replacing the CEO;
• ensuring that the Company has adequate
management to achieve its objectives and to
support the CEO so that a satisfactory plan
for management succession is in place;
• reviewing and approving the strategic, business
and financial plans prepared by management;
• reviewing and approving certain material
transactions, and making certain investment
and divestment decisions;
• approving and overseeing the administration of
the Company’s technology development strategy;
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Vista Group International Limited
27
Annual Report 2019

Each senior executive is employed under an individual
employment agreement which sets out the terms
on which the senior executive is employed including
details of the executive’s duties, responsibilities, rights
and remuneration entitlements. The employment
agreement also sets out the circumstances in which
employment may be terminated by either the
Company or the executive.
Recommendation 2.4 – Every issuer should disclose
information about each director in its annual report or
on its website, including a profile of experience, length
of service, independence and ownership interests and
director attendance at board meetings.
Information about each Director including a profile
of experience and independence is available on the
Company’s website. The skills and experience of each
Director are set out on page 39 in the ‘Disclosures’
section of this Annual Report. The eight Board
meetings held during the period from 1 January 2019
to 31 December 2019 were attended by all Directors.
Director independence:
The Code requires that a minimum of two Directors
be ‘independent’. The Board takes into account the
guidance provided under the Listing Rules, the NZX
Recommendations and the ASX Recommendations, in
determining the independence of Directors. Under those
rules and recommendations, Directors are considered
to be independent if they are non-executive and do not
have an interest or relationship that could reasonably
influence, or could reasonably be perceived to influence,
in a material way, the Director’s capacity to bring an
independent view to their decisions relating to the
Company, act in the Company’s best interests, and
represent the interests of the shareholders of the
Company generally having regard to the factors that
may impact director independence, if applicable.
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.
As at 31 December 2019, the Board considers that
James Ogden, Susan Peterson and Cris Nicolli are
Independent Directors. As at 31 December 2019, the
Board determines that Murray Holdaway, Brian Cadzow
and Kirk Senior are not Independent Directors because
of their executive responsibilities and respective
substantial shareholdings.
Length of service of Directors:
DIRECTORAPPOINTED
LENGTH OF SERVICE
TO 31 DEC 2019
Murray Holdaway6 August 200316 years, 5 months
Brian Cadzow6 August 200316 years, 5 months
Kirk Senior3 June 20145 years, 7 months
Susan Peterson3 June 20145 years, 7 months
James Ogden3 June 20145 years, 7 months
Cris Nicolli17 February 20172 years, 11 months
Ownership interests:
The table of Directors’ shareholdings is included in
the Disclosures section of this Annual Report set out
on page 41.
Recommendation 2.5 – An issuer should have a
written diversity policy which includes requirements
for the board or a relevant committee of the board
to set measurable objectives for achieving diversity
(which, at a minimum, should address gender diversity)
and to assess annually both the objectives and the
entity’s progress in achieving them. The issuer should
disclose the policy or a summary of it.
Diversity and Inclusion Policy:
The Company values and respects the contributions,
ideas and experiences of people from all backgrounds
and is proud of its diversity with staff from all around
the world. The Company has a formal Diversity and
Inclusion Policy, a copy of which is available on the
Company’s website. The Diversity and Inclusion Policy
sets out the Company’s commitment to achieving
diversity in the attributes and experiences of the
Board, management and staff.
The Company set the following diversity objectives
for the 2019 financial year:
Objective: Review inclusion practices globally to ensure
all staff feel safe and can bring their whole self to work.
Progress made: The Company have reviewed the
employee lifecycle (from potential candidates through
to leavers) to ensure everyone feels included, valued and
safe. Key initiatives include working with staff to create
and grow community groups such as Vista Rainbow and
women’s support networks to provide a direct voice
to management on how the Company can ensure staff
feel safe and included. The Company reviewed staff
policies, communications and recruitment to remove
any instances of potential bias.
Board committees:
The Board has established and adopted charters for
two committees: the Audit and Risk Committee and
the Nominations and Remuneration Committee.
The membership of each Committee at 31 December
2019 was:
• Audit and Risk Committee – James Ogden (Chair),
Susan Peterson and Cris Nicolli.
• Nominations and Remuneration Committee – Susan
Peterson (Chair), James Ogden and Cris Nicolli.
Recommendation 2.2 – Every issuer should have
a procedure for the nomination and appointment
of directors to the board.
Nomination and appointment:
The procedures for the appointment and removal of
Directors are ultimately governed by the Constitution.
As mentioned above in Recommendation 2.1, the Board
has established a Nominations and Remuneration
Committee governed by the NRC Charter. A copy
of the NRC Charter is included in the Code, which
is available on the Company’s website. The primary
objectives of the Nominations and Remuneration
Committee in relation to the nomination and
appointment of Directors are:
• to ensure a formal and transparent procedure for
the nomination and appointment of Directors;
• to recommend Director appointments to the
Board; and
• to regularly review the composition of the Board
to ensure the appropriate composition of Directors
is maintained.
The Nominations and Remuneration Committee does
this by:
• making recommendations to the Board as to its size;
• reviewing the composition of the Board to ensure
the most appropriate balance of skills, qualifications
and experience;
• reviewing Board succession plans to maintain
an appropriate balance of skills, experience and
expertise on the Board;
• reviewing criteria for determining suitability of
potential Directors in terms of maintaining a balance
of relevant skills between Board members to ensure
the Board can meet the Company’s objectives;
• identifying and maintaining a list of suitably qualified
people who could be approached for future Board
positions;
• ensuring there is an appropriate induction programme
in place for all new Directors; and
• making recommendations to the Board about the
appointment and re-election of Directors.
When recommending to the Board suitable candidates
for appointment as Directors, the Nominations and
Remuneration Committee will consider, among
other things:
• the skills and capabilites required to ensure that the
Company remains ‘future fit’;
• the candidate’s skills, expertise and competencies; and
• the candidate’s experience as a Director.
Retirement and re-election:
The Board acknowledges and observes the
relevant Director rotation/retirement rules under
the Listing Rules.
Two Directors (Kirk Senior and Cris Nicolli) retired
by rotation and were re-elected at the Annual
Shareholders’ Meeting in May 2019.
Composition of the Board:
At 31 December 2019, the Board comprised six Directors:
– Kirk Senior (Chair)
– James Ogden
– Susan Peterson
– Murray Holdaway
– Brian Cadzow
– Cris Nicolli
The Board has a broad range of IT, film industry,
financial, sales, business and other skills and expertise
necessary to meet its objectives. The Constitution
currently requires the Company to comply with the
minimum Board composition requirements of the Listing
Rules, which require a minimum of three Directors,
a minimum of two Directors that are ordinarily resident
in New Zealand, and a minimum of two Directors that
are Independent Directors.
The Board considers that it has an appropriate mix
of skills, experience and independence to ensure that
the Company is governed in a manner that ensures
that the interests of all shareholders are represented
and protected. The Board has also ensured that
appropriate processes are in place to address
the needs and expectations of stakeholders with
respect to independence in decision-making and
the management of any conflicts of interest.
Recommendation 2.3 – An issuer should enter into
written agreements with each newly appointed director
establishing the terms of their appointment.
New Directors are required to consent to act as a
Director and receive a formal letter of appointment
which sets out their duties, responsibilities, rights
and remuneration entitlements.
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Vista Group International Limited
29
Annual Report 2019

appropriate. Further, Directors have unrestricted
access to the Company’s records and information.
The Board, the Board Committees and each Director
have the right, subject to the approval of the Chair
of the Board, to seek independent professional advice
at the Company’s expense to assist them to carry
out their responsibilities as a Director or Committee
member. Further, the Board and Board Committee
members have the authority to invite external advisors
with relevant experience and expertise to attend
Board or Board Committee meetings.
Recommendation 2.7 – The board should have a
procedure to regularly assess director, board and
committee performance.
Performance evaluation of the Board, its Committees
and individual Directors:
The Chair of the Board must ensure that rigorous,
formal processes for evaluating the performance of
the Board, Board Committees and individual Directors
are in place and the Chair must lead such processes.
As part of that evaluation process the Board must
establish performance criteria for itself and review its
performance against those criteria (at least) annually.
The Board must also review its relationship with
management annually. As part of the review process,
the Board will use, evaluate, and where necessary,
action the results of a Board performance questionnaire.
Further, the Board Committees undertake an annual
self-review of their objectives and responsibilities.
In addition, those objectives and responsibilities are
also reviewed by the Board and CEO against the
relevant Board Committee charter.
A survey and review was undertaken in November 2018
and the results reported to the Board at the February
2019 meeting. Recommendations from the results
of the review have been considered and are being
implemented by the Board.
Performance evaluation of senior executives:
The Board is responsible for constantly monitoring
the performance of the CEO against the Board’s
requirements.
The Nominations and Remuneration Committee is
responsible for evaluating the performance of the
CEO and oversees the CEO’s evaluation of senior
management that report directly to the CEO. The
functions of the Committee are set out in the NRC
Charter. A copy of the NRC Charter is included in the
Code, which is available on the Company’s website.
Recommendation 2.8 – A majority of the board should
be independent directors.
The Board is currently comprised of six Directors, three
of which are Independent. The Board is committed to
achieving a majority of Independent Directors through
its Board succession plan that is currently underway.
Recommendation 2.9 – An issuer should have an
independent chair of the board. If the chair is not
independent, the chair and the CEO should be
different people.
The Chair of the Board is elected by the Directors.
The Board supports the separation of the role of Chair
(Kirk Senior) and CEO (Kimbal Riley) in accordance
with the requirements of the NZX Recommendations
and the ASX Recommendations. The Chair of the
Board’s role is set out in the Code and includes:
• to manage the Board effectively;
• to provide leadership to the Board; and
• to facilitate the Board’s interface with the CEO.
The NZX Recommendations encourage issuers to
consider having an independent chair, and the ASX
Recommendations require that the Chair of the
Board is an independent Director. While, Mr Senior
is not considered to be an Independent Director,
he is considered by the Directors to be the most
appropriate Director to act as Chair because of the
depth of his leadership and operational experience
and considerable professional network across the
international film industry. The Board is confident
that Mr Senior is capable of exercising independent
views and judgement in exercising his role as Chair.
Objective: Ensure the succession plan for all senior
executive roles include at least one qualified female
potential successor.
Progress made: This was achieved for 80% of the
Executive Leadership Team (direct reports to the
Group CEO) through identification, development and
encouragement of potential internal female successors.
Objective: Continue to strive to ensure strong female
candidates are identified in the recruitment process
for all roles.
Progress made: The Company has made great progress
against this goal in 2019. The recruitment team has
actively sourced talented female candidates to build the
internal talent pipeline. There has been a 50% increase
in 2019 when compared against the prior year.
Objective: Review and encourage the participation
of underrepresented groups in leadership development
programmes.
Progress made: The Company has actively encouraged
staff from underrepresented groups to participate in
leadership development programmes. The development
included staff who are not currently in management
roles but who have been identified as having significant
potential to ensure that they are better prepared to
move into leadership roles when the opportunity arises.
Over 40% of the Company’s current leadership training
participants now come from underrepresented groups.
Objective: Complete a review of gender pay
equality across roles, age and salary bands for Vista
Entertainment offices in Auckland, Los Angeles
and London.
Progress made: This was completed in July 2019,
and the Company was pleased to see that there
was no variance in position in range for incumbents
between genders.
Gender diversity statistics as at 31 December 2019:
31 DECEMBER 2019
MALEFEMALE
TOTALNO.%NO.%
Board
583%117%6
Senior Executive
10100%00%10
Total Company
54770%23130%778
31 DECEMBER 2018
MALEFEMALE
TOTALNO.%NO.%
Board
583%117%6
Senior Executive
990%110%10
Total Company
54176%16924%710
* For the purposes of this annual report ‘Senior Executive’ means
the senior executive team constituted in accordance with the Code,
and who report directly to the CEO. The senior executive team are
‘officers’ for the purposes of the Listing Rules but exclude Executive
Directors as they are captured in the ‘Board’ line.
The Company has set the following objectives for the
2020 financial year:
AREAS
OF FOCUSOBJECTIVE
GenderImprove the representation of women
at senior levels of business.
Ensure the succession plan for all senior
executive roles include at least one
qualified female potential successor.
100% of shortlists for all senior management
roles must include one woman.
CulturalIncrease the Company’s Maori cultural
competency in New Zealand leaders
and staff.
Proactively work to encourage Maori and
Pacifica staff to move into technology
careers.
Diversity &
inclusion
Celebrate staff diversity and encourage
greater understanding of that diversity.
Maintain the Company’s Rainbow Tick
accreditation and continue to support
rainbow initiatives globally.
Ensure all staff can bring their whole
self to work and feel included, safe
and supported.
Extend workplace flexibility practices.
Recommendation 2.6 – Directors should undertake
appropriate training to remain current on how to best
perform their duties as directors of an issuer.
All Directors are responsible for ensuring they remain
current in understanding their duties as Directors.
To ensure ongoing education, Directors are regularly
informed of developments that affect the Company’s
industry and business environment, as well as company
and legal issues that impact the Directors themselves.
Directors have access to management and any
additional information they consider necessary
for informed decision making.
Board access to information and advice:
The Chief Financial Officer (CFO), supported by
the General Counsel, 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, including the CFO and the General
Counsel, 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
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Annual Report 2019

Recommendation 3.4 – An issuer should establish
a nomination committee to recommend director
appointments to the board (unless this is carried
out by the whole board), which should operate under
a written charter. At least a majority of the nomination
committee should be independent directors.
The Nominations and Remuneration Committee
recommends director appointments to the Board.
A single committee covering nominations and
remuneration has been established to match the
structure and operations within the Company and
to enable more efficient use of Director resources.
A copy of the NRC Charter is included in the Code,
which is available on the Company’s website. Further
information as to the primary objectives and processes
of the Nomination and Remuneration Committee
in relation to the nomination and appointment
of Directors are contained on pages 26 and 28 in
relation to Recommendation 2.2. The composition
of the Nominations and Remuneration Committee is
described above in relation to Recommendation 3.3.
Recommendation 3.5 – An issuer should consider
whether it is appropriate to have any other board
committees as standing board committees. All
committees should operate under written charters.
An issuer should identify the members of each of
its committees, and periodically report member
attendance.
The Board has established a Disclosure Committee
in accordance with the Continuous Disclosure Policy
(Disclosure Committee). The Disclosure Committee
determines whether certain information is material
and whether it should be released in accordance with
the Continuous Disclosure Policy and the Company’s
obligations under the Listing Rules and relevant law.
The Disclosure Committee is made up of the CEO,
CFO, General Counsel and one Independent Director.
Other committees may be established from time to time.
The Nominations and Remuneration Committee held
4 formal meetings during the financial year ended
31 December 2019 with other matters, particularly
the approval of grants under the long term incentive
plan for employees dealt with by the full Board in this
period. The Audit and Risk Committee met 5 times
during the year. The auditors, PricewaterhouseCoopers,
attended all of the Audit and Risk Committee meetings.
The meetings of both committees were attended by
all members.
Recommendation 3.6 – The board should establish
appropriate protocols that set out the procedure to
be followed if there is a takeover offer for the issuer
including any communication between insiders and
the bidder. It should disclose the scope of independent
advisory reports to shareholders. These protocols should
include the option of establishing an independent
takeover committee, and the likely composition and
implementation of an independent takeover committee.
The Company has considered its position in relation to
actions required in the event of a takeover offer for the
Company. The Company has established relationships
with appropriate legal and equity market advisors
to support the Company through any offer process.
The Company has considered the establishment of
a response team to manage any process and ensure
that all obligations under the Listing Rules and other
regulatory frameworks are met.
Principle 4 –
Reporting & disclosure
“The board should demand integrity in financial and
non financial reporting, and in the timeliness and
balance of corporate disclosures.”
Recommendation 4.1 – An issuer’s board should have
a written continuous disclosure policy.
The Company is subject to the disclosure requirements
of the laws in New Zealand and Australia and is required
to comply with the Listing Rules. As the Company has
a foreign exempt listing on the ASX, the Company is
required to immediately provide ASX with all of the
information that it provides to NZX that is, or is to be,
made public.
The Company is committed to notifying the market
through full and fair disclosure to the NZX and ASX
of any material information related to its business that
is required to be disclosed by the Listing Rules. The
Company is mindful of the need to keep stakeholders
informed through a timely, clear and balanced
approach which communicates both positive and
negative news. These notifications are also
available on the Company’s website.
The Company is also required to comply with the
periodic disclosure requirements under the Listing Rules.
The Company has adopted a Continuous Disclosure
Policy which establishes procedures that are aimed
at ensuring that the Directors and all employees of
the Company are aware of and fulfil their disclosure
obligations under the Listing Rules. A copy of the
Company’s Continuous Disclosure Policy is available
on the Company’s website.
Principle 3 –
Board committees
“The board should use committees where this will
enhance its effectiveness in key areas, while still
retaining board responsibility.”
Recommendation 3.1 – An issuer’s audit committee
should operate under a written charter. Membership on
the audit committee should be majority independent
and comprise solely of non-executive directors of the
issuer. The chair of the audit committee should be an
independent director and not the chair of the board.
Audit and Risk Committee:
The Board has an Audit and Risk Committee whose
primary objective is to assist the Board in fulfilling
its responsibilities, by:
• ensuring the quality and independence of the
Company’s external audit process;
• overseeing (among other things):
-the integrity of external financial reporting,
-application of accounting policies,
-financial management, and
-the risk management framework and monitoring
compliance with that framework;
• providing a formal forum for communication between
the Board and senior financial management;
• regularly reviewing the Company’s internal controls
and systems;
• undertaking an annual self-review of the Committee’s
objectives;
• regularly reporting to the Board on the operation of
the Company’s risk management and internal control
processes; and
• providing sufficient information to the Board to
allow the Board to report annually to shareholders
and stakeholders on risk identification and
management procedures and relevant internal
controls of the Company.
Charter:
The Company’s Audit and Risk Committee operates
under a written charter. A copy of the Charter is
included in the Code, which is available on the
Company’s website.
Composition of the Audit and Risk Committee:
All of the Committee members are non-executive and
Independent Directors. The Audit and Risk Committee
is chaired by James Ogden who is an Independent
Director and not Chair of the Board.
The current members of the Audit and Risk Committee
are James Ogden (Chair), Susan Peterson and
Cris Nicolli.
Recommendation 3.2 – Employees should only attend
audit committee meetings at the invitation of the
audit committee.
The ARC Charter provides that employees and
Directors who are not members of the Audit and Risk
Committee can only attend Audit and Risk Committee
meetings at the invitation of the Committee.
Recommendation 3.3 – An issuer should have
a remuneration committee which operates under
a written charter (unless this is carried out by the
whole board). At least a majority of the remuneration
committee should be independent directors.
Management should only attend remuneration
committee meetings at the invitation of the
remuneration committee.
Nominations and Remuneration Committee:
In addition to the objectives mentioned in
Recommendation 2.2, further primary objectives
of the Nominations and Remuneration Committee
are to ensure that a formal and transparent method
of recommending Director remuneration packages
exists, and to assist the Board in the establishment
of remuneration policies and practices. This includes
setting and reviewing the remuneration of the CEO,
senior executives and Directors (both executive
and non-executive). The Committee is also required
to regularly review and recommend changes to
Director remuneration to ensure such remuneration
is appropriate and effectively managed.
The Nominations and Remuneration Committee may
invite such members of management and any other
persons, including external advisers, as the Committee
considers necessary to provide information and advice.
All Directors are entitled to attend meetings of the
Nominations and Remuneration Committee by standing
invitation provided that executive Directors shall not be
entitled to attend meetings where they are conflicted
for personal reasons.
A copy of the NRC Charter is included in the Code,
which is available on the Company’s website.
Composition of the Nominations and Remuneration
Committee:
The current members of the Nominations and
Remuneration Committee are Susan Peterson (Chair),
James Ogden and Cris Nicolli. All of the members of
the Committee, including the Chair, are Independent
Directors.
32
Vista Group International Limited
33
Annual Report 2019

Executive short term performance incentives:
The short term performance incentive is an annual
risk performance bonus which is either a specific
percentage of each executive’s base salary or a set
value. The weightings of the STI in relation to fixed
remuneration range from 15% to 60%. The STI is
based on financial performance measures (revenue
and earnings) of the Company, the business unit
that the relevant executive is accountable for (75% to
90%) and strategic personal goals (10% to 25%). The
executives’ right to short term performance incentives
is conditional on the performance of the individual and
the Company and is assessed annually by the NRC.
Executive long-term incentive plan:
The Company established a long term incentive
plan for executives, senior managers and staff in
2015. The LTI Plan aims to align the interests of key
employees with those of shareholders, by providing
a proportion of remuneration on an ‘at-risk’ basis
aligned to the achievement of defined performance
targets. Grants have been made through 2015 to 2019
with a commencement date of 1 January in each of
those years. In 2018 along with the base LTI scheme,
two additional schemes were established, one for the
new Vista Group CEO and one for specific operating
segment staff. These all had a commencement date
of 1 January 2019.
• Tranche two of the 2016 grants vested on 1 April
2019 and 367,909 shares were issued representing
a 54% vesting rate.
• Tranche one of the 2017 grant on the vested
on 1 April 2019 and 190,950 shares were issued
representing a 98% vesting rate.
• Tranche one of the 2018 grant vested on 1 April 2019
and 54,880 shares were issued representing a 100%
vesting rate.
• Tranche two of the 2018 grant vested on 1 April 2019
and 54,880 shares were issued representing a 100%
vesting rate.
• Under the Group CEO retention plan 150,000 shares
vested in April 2019.
• Under the segmental results plan 43,085 shares
vested in 2019.
The next vesting dates are:
• 1 April 2020 for tranche 2 of the 2017 grants
• 1 April 2020 for tranche 3 and 4 of the 2018 grants
• 1 April 2020 for tranche 1 and 2 of the 2019 grants
• 6 March 2020 for various tranches of the segmental
results plan
• 30 April 2020 for tranche 3 of the Group CEO
retention plan grant.
The Company’s remuneration policy is set out in the
Code, which is available on the Company’s website.
Recommendation 5.3 – An issuer should disclose
the remuneration arrangements in place for the CEO
in its annual report. This should include disclosure
of the base salary, short term incentives and long
term incentives and the performance criteria used
to determine performance based payments.
The elements of the current CEO’s remuneration are
set out below:
FOR YEAR ENDED 31-DEC-2019
Remuneration
Salary and fees
425,000
Southern Cross
2,854
Taxable benefits
(1)
18,352
Subtotal
446,206
Pay for performance
STI
(2)
91,550
LT I
(3)
1,296,272
Subtotal
1,387,822
Total remuneration
1,834,028
(1) Taxable benefits relate to medical insurance coverage and
employer kiwisaver contributions.
(2) STI for FY2018 performance paid in FY2019.
(3) The CEO received 150,000 shares in May of 2019 as part of the
CEO LTI incentive scheme and 96,760 shares in April 2019 from
vesting under the 2016, 2017 and 2018 LTI grants.
The Continuous Disclosure Policy has been
communicated internally to ensure that it is strictly
adhered to by the Board and the Company’s employees.
Information on the Disclosure Committee constituted
under the Continuous Disclosure Policy is set out
in Recommendation 3.5 above.
Recommendation 4.2 – An issuer should make its code
of ethics, board and committee charters and the policies
recommended in the NZX Code, together with any other
key governance documents, available on its website.
As mentioned on page 37, the Investor Centre section of
the Company’s website (vistagroup.co) includes copies
of the following corporate governance documents:
• Constitution
• Corporate Governance Code and Appendices
(referred to in this corporate governance statement
as the Code), including:
-Code of Ethics
-ARC Charter
-NRC Charter
• Diversity and Inclusion Policy
• Continuous Disclosure Policy
• Share Trading Policy
• Risk and Compliance Framework Summary
Recommendation 4.3 – Financial reporting should
be balanced, clear and objective. An issuer should
provide non-financial disclosure at least annually,
including considering environmental, economic and
social sustainability factors and practices. It should
explain how operational and non-financial targets
are measured. Non-financial reporting should be
informative, include forward looking assessments,
and align with key strategies and metrics monitored
by the board.
The Company provides financial reports and associated
investor presentations which are balanced and provide
an objective view on the performance of the Company.
The Company has established a risk framework
focused on strategic issues within the business which
is regularly updated and reviewed by the Audit
and Risk Committee along with a health and safety
reporting process to ensure non-financial measures
important to the business are an integral part of
the operational management of the Company.
The Company is looking to evolve its disclosure of
non-financial information for future reporting periods.
Principle 5 –
Remuneration
“The remuneration of directors and executives should
be transparent, fair and reasonable.”
Recommendation 5.1 – An issuer should recommend
director remuneration to shareholders for approval
in a transparent manner. Actual director remuneration
should be clearly disclosed in the issuer’s annual report.
Shareholders have approved the Directors’ fees in
aggregate for all Directors at $500,000 per annum
for the non-executive Directors. The actual amount
of fees paid in the past year was $280,000.
Full disclosure of Directors’ remuneration is set out
at page 41.
The Chair of the Board is remunerated through the
executive remuneration structure. The Independent
Directors receive $85,000 per annum each.
Independent Directors also receive an additional
$10,000 where they chair a committee, and $5,000
where they are a committee member (without being
the chair). The executive Directors, including the
Chair of the Board receive remuneration from the
Company and do not receive Directors’ fees. Directors
are also entitled to be paid for reasonable travel,
accommodation and other expenses incurred by
them in connection with their attendance at Board
or shareholder meetings, or otherwise in connection
with the Company’s business.
Recommendation 5.2 – An issuer should have a
remuneration policy for remuneration of directors
and officers, which outlines the relative weightings
of remuneration components and relevant
performance criteria.
The Board recognises it is desirable that executives’
(including executive Directors’) remuneration should
include an element dependent upon the performance
of both the Company and the individual.
Executive remuneration currently comprises
three components: fixed remuneration, short term
performance incentives (STI) and a long term
performance incentive (LT I). This is to ensure
appropriate weighting of incentives between short
and longer-term performance, and to align executive
packages with longer-term shareholder value.
Fixed remuneration:
Fixed remuneration consists of base salary and benefits.
34
Vista Group International Limited
35
Annual Report 2019

Principle 7 –
Auditors
“The board should ensure the quality and independence
of the external audit process.”
Recommendation 7.1 – The board should establish
a framework for the issuer’s relationship with its
external auditors. This should include procedures:
a. for sustaining communication with the issuer’s
external auditors;
b. to ensure that the ability of the external auditors
to carry out their statutory audit role is not impaired,
or could reasonably be perceived to be impaired;
c. to address what, if any, services (whether by type
or level) other than their statutory audit roles may
be provided by the auditors to the issuer; and
d. to provide for the monitoring and approval by the
issuer’s audit committee of any service provided
by the external auditors to the issuer other than
in their statutory audit role.
The Board’s framework for the Company’s relationship
with its external auditors is in the External Audit
Policy set out in the Code, which is available on the
Company’s website. The External Audit Policy covers
matters relating to the appointment of auditors, the
independence of auditors, transparent dialogue with
auditors, rotation of the audit leader, reporting on
audit fees and non-audit work.
The Audit and Risk Committee assists the Board in
fulfilling its responsibility to ensure the quality and
independence of the Company’s external audit process.
Pursuant to the Audit and Risk Committee Charter, the
Board has delegated the Audit and Risk Committee
the responsibility to monitor all aspects of the external
audit of the Company’s affairs including:
• considering the appointment of auditors, audit
fees and any issues on an auditor’s resignation
or dismissal;
• discussing with auditors, before the commencement
of each audit, the nature and scope of their audit;
• reviewing auditors’ service delivery plan;
• reviewing the Company’s letter of representation
to auditors; and
• discussing with auditors any problems, reservations,
or issues arising from the audit and referring matters
of a material or serious nature to the Board.
Recommendation 7.2 – The external auditor should
attend the issuer’s Annual Meeting to answer questions
from shareholders in relation to the audit.
The external auditor attends the annual shareholders’
meeting. Shareholders are given a reasonable
opportunity at the meeting to ask the auditor questions
relevant to the conduct of the audit, the audit report,
the Company’s accounting policies and the
independence of the auditor.
Recommendation 7.3 – Internal audit functions should
be disclosed.
While the Company does not have an internal audit
function, the Company fosters a culture of excellence
in all areas of risk management and takes all operating
and compliance risk obligations seriously.
The CEO is accountable for all operational and
compliance risks across all of the Company’s operations
and businesses. The CFO is accountable for the effective
implementation of the Risk Framework across all of the
Company’s businesses.
All individual employees of the Company are
accountable for their personal compliance with the
Risk Framework and supporting policies. At the time
of employment, all new staff are required to confirm
that they have read and are aware of the Company’s
policies. On an annual basis, all staff are required to
re-confirm awareness of and adherence to policies.
Principle 8 –
Shareholder rights & relations
“The board should respect the rights of shareholders
and foster constructive relationships with shareholders
that encourage them to engage with the issuer.”
Recommendation 8.1 – An issuer should have a website
where investors and interested stakeholders can access
financial and operational information and key corporate
governance information about the issuer.
The Investor Centre section of the Company’s
website, provides information to shareholders and
investors about the Company. The website includes
copies of past annual reports, results announcements,
media releases and general company information.
It also includes copies of relevant policies and of
the corporate governance documents in the Code,
referred to in Recommendation 4.2.
DESCRIPTION OF CEO REMUNERATION FOR PERFORMANCE
FOR THE YEAR ENDED 31 DECEMBER 2019
PLANDESCRIPTION
PERFORMANCE
MEASURES
PERFORMANCE
AWARDED AGAINST
PLAN
STISet at 30%
for at risk
pay.
35% weighting of Vista Group
EBITDA vs budget. Threshold
to achieve is 90% with pro-rata
payment through to 100%.
Over-achievement to 120%
is possible.
0%
25% weighting of Vista Group
Revenue vs budget. Threshold
to achieve is 95% with pro-rata
payment through to 100%.
Over-achievement to 120%
is possible.
0%
15% weighting of Vista Group
Profit Before Tax vs Budget.
Threshold to achieve is 90%
with pro-rata payment through
to 100%. Over-achievement to
120% is possible
0%
25% weighting of strategic
goals set by the Board.
68.2%
LTI The CEO received an allocation of 34,002 shares
in the Company under the 2019 grant of the
Executive LTI Plan.
Principle 6 –
Risk management
“Directors should have a sound understanding of the
material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage
potential and material risks.”
Recommendation 6.1 – An issuer should have a risk
management framework for its business and the issuer’s
board should receive and review regular reports.
A framework should also be put in place to manage
any existing risks and to report the material risks facing
the business and how these are being managed.
Risk Framework
The identification and effective management of the
Company’s risks are a priority of the Board. The CEO
is accountable for all operational and compliance risk
across all of the Company’s operations and businesses.
The CFO and Commercial Director have management
accountability for the effective implementation of the
Board approved Risk Framework (as defined below)
across all of the Company’s businesses.
The Company has in place an overarching Operating
Risk and Compliance Framework (Risk Framework),
supported by operating risk and compliance policies
that aim to ensure that the Company, its Directors
and employees will comply with relevant regulatory
requirements such as New Zealand and Australian laws,
Listing Rules, ASX listing rules applicable to an ASX
Foreign Exempt Listing and relevant codes of practice.
The purpose of the Risk Framework is to ensure a
consistent approach to operating and compliance risk
across all the Company’s businesses in all geographies
where the Company operates. The Risk Framework sets
out the specific areas for which the CEO, Commercial
Director and CFO are accountable.
As outlined previously, the Board has established an
Audit and Risk Committee whose primary objective
is to assist the Board in fulfilling its responsibilities.
The Audit and Risk Committee’s responsibilities are
set out in Recommendation 3.1 above.
Review of Risk Framework
In addition to the Risk Framework, the Code provides
that the Audit and Risk Committee will regularly report
to the Board on the operation of the Company’s risk
management and internal control processes, and
provide sufficient information to the Board to allow
the Board to report annually to shareholders and
stakeholders on risk identification, management
procedures and relevant internal controls of the
Company. In addition to reporting on the existing risk
register during the financial year ended 31 December
2019, the Company undertook a project with a risk
consultant to update the risk register and prepare a
new reporting framework for the Board. This project
will be completed by mid 2020 with the new report
forming the basis of reporting in future periods. Senior
management report regularly on the established Risk
Register and provide updates to the Risk Register.
Recommendation 6.2 – An issuer should disclose
how it manages its health and safety risks and should
report on their health and safety risks, performance
and management.
The Company operates under a Health and Safety
and Wellness Policy that has been approved by the
Board. A report is provided by senior management to
the Board on performance against the policy, policy
initiatives and incident reporting.
36
Vista Group International Limited
37
Annual Report 2019

Directors
The names of the Company’s Directors in office during the financial year and as at the date of this report are as follows:
K Senior, BCom, CA (Executive Chair of the Board), re-elected May 2019
B Cadzow, BCom, (Executive Director)
M Holdaway, BSc, BCom (Executive Director)
C Nicolli, BMBS, FAICD (Independent Director), re-elected May 2019
J Ogden, BCA Hons, FCA, CFInstD (Independent Director)
S Peterson, BCom, LLB (Independent Director)
Directors were in office for this entire period unless otherwise stated.
Stock exchange listings
The Company’s ordinary shares are listed and quoted on the NZX and on the ASX (as an ASX Foreign Exempt Listing).
Entries recorded in the interests register
The Company maintains an Interests Register in accordance with the Companies Act 1993 and the Financial
Markets Conduct Act 2013 and associated regulations. The following are particulars of entries made in the Interests
Register during the year ended 31 December 2019.
Directors’ interests, Directors’ disclosed interests, or cessations of interest, in the following entities pursuant
to section 140 of the Companies Act 1993 during the year ended 31 December 2019.
NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
Kirk Senior




Kirk Senior Pty LimitedDirector and Shareholder
Senior Family Super Fund Pty LimitedDirector and Shareholder
Kirk Senior Family TrustTrustee
Honey For Life Pty LtdShareholder
Outpost Central Ltd (trading as Wildeye) Board Advisor and Option Holder
Brian Cadzow








B&J Associates Consulting LimitedDirector and Shareholder
Invista Share Nominee LimitedDirector and Shareholder
B&J Cadzow Family TrustTrustee
A J Cadzow TrustTrustee
K A Cadzow TrustTrustee
Waiotahi TrustTrustee
Grandma’s TrustTrustee
Titirangi Golf Club Inc.Board member
Vista has provided some limited sponsorship
to the Titirangi Golf Club Inc.
Kaha Software LimitedDirector and Beneficial Shareholder
Murray Holdaway




Invista Share Nominee LimitedDirector and Shareholder
Holdaway and Geary TrustTrustee
The Awhero Nui TrustTrustee
Lido Cinema LimitedBeneficial Shareholder
Kaha Software LimitedDirector and Beneficial Shareholder
Recommendation 8.2 – An issuer should allow
investors the ability to easily communicate with
the issuer, including providing the option to receive
communications from the issuer electronically.
Although the Company does not have a formal
shareholder communications policy, it does take
appropriate steps to keep shareholders informed
about its activities and to listen to issues or
concerns raised by shareholders.
Fundamental to the Company’s provision of
information to shareholders is the management of
its continuous disclosure obligations which ensures
all shareholders have access to important Company
information. In addition to lodging this Company
information with the NZX and the ASX, the Company
uses its website to make available to shareholders
information about the Company and its activities.
Shareholders have the option of electing to receive
all shareholder communications, including dividend
statements, by email. Shareholders are advised that
the Annual Report is available on the Company’s
website in accordance with the requirements of the
Companies Act 1993, the Financial Markets Conduct
Act 2013 and associated regulations. The Company
provides a printed copy of the Annual Report only
to shareholders who have specifically elected to
receive a printed copy.
All announcements made to the NZX and the ASX
are available to shareholders by email notification
where a shareholder has provided the Company’s
Share Registry with an email address, and elects
to be notified of all such announcements.
The Company’s Share Register is managed
and maintained by Link Market Services Limited.
Shareholders can access their shareholding
details or make enquiries about their current
shareholding electronically by contacting Link
Market Services Limited.
A section of the Code is dedicated to shareholder
participation. This section of the Code is designed to:
• highlight the Board’s accountability to shareholders;
• encourage shareholders to use the annual general
meeting to ask questions and make comments on
the performance of the Company;
• highlight that the Board welcomes input from
shareholders and encourages shareholders to
submit questions in writing prior to the annual
general meeting, so that an informed answer
can be given at that meeting; and
• indicate that the Board will ensure that the
Company’s external auditors are available for
questioning by shareholders at the annual
shareholders’ meeting.
Recommendation 8.3 – Shareholders should have the
right to vote on major decisions which may change the
nature of the company in which they are invested.
The Company will comply with its obligations
under the Companies Act 1993 to obtain shareholder
approval under a special resolution for any major
transactions. The Company will also comply with
Listing Rule requirements to obtain shareholder
approval for any transaction, or a series of transactions,
that would significantly change, either directly or
indirectly, the nature of the Company’s business
or involves a gross value above 50% of the average
market capitalisation of the Company.
Recommendation 8.4 – If seeking additional equity
capital, issuers of quoted equity securities should offer
further equity securities to existing equity security
holders of the same class on a pro rata basis, and
on no less favourable terms, before further equity
securities are offered to other investors.
The Company has not sought additional equity capital
during the year ended 31 December 2019.
Recommendation 8.5 – The board should ensure
that the notices of annual or special meetings of
shareholders is posted on the issuer’s website as
soon as possible and at least 20 working days
prior to the meeting.
Once the date of the annual shareholders’ meeting
is confirmed, the Company notifies the market by
way of announcements made to the NZX and ASX.
This notification is also available on the Company’s
website. The Company provides notice of the annual
shareholders’ meeting to shareholders in accordance
with the requirements of the Companies Act 1993 and
the Listing Rules. The notice is sent to shareholders,
notified to the market by way of announcements
made to the NZX and ASX and made available on
the Company’s website at least 20 working days
prior to the date of the meeting.
Disclosures
38
Vista Group International Limited
39
Annual Report 2019

Shareholdings of Directors at 31 December 2019
NAME OF DIRECTORDIRECTLY HELD
HELD BY
ASSOCIATED
PERSONS
Murray Holdaway
5,737,449
Brian Cadzow
5,906,207
Kirk Senior
618,049
James Ogden
380,000
Susan Peterson
88,906
Cris Nicolli
30,000
Remuneration of Directors:
Details of the total remuneration of, and the value
of other benefits received by, each Director of the
Company during the financial year ended 31 December
2019 are as follows:
DIRECTORFEESREMUNERATION
Murray Holdaway
$292,678
Brian Cadzow
$124,048
Kirk Senior
$460,022
James Ogden
$95,000
Susan Peterson
$95,000
Cris Nicolli
$90,000
Employee remuneration:
The following table shows the number of employees
whose remuneration and benefits for the year ended
31 December 2019 were within the specified bands
above $100,000. The remuneration figures shown in
the table include all monetary payments actually paid
during the course of the year ended 31 December
2019. The table does not include amounts paid post
31 December 2019 that related to the year ended
31 December 2019, such as short-term incentive
scheme bonuses. The table below includes the
remuneration of Murray Holdaway, Brian Cadzow
and Kirk Senior. No Director of a subsidiary receives
or retains any remuneration or other benefits from
the Company for acting as such.
EMPLOYEE REMUNERATION (NZD$)STAFF NUMBERS
100,000 - 110,000 55
110,001 -120,00036
120,001 -130,00039
130,001 - 140,00022
140,001 - 150,00025
150,001 - 160,000 8
160,001 -170,00011
170,000 - 180,0005
180,001 - 190,000 5
190,001 - 200,0007
200,001 -210,0002
210,001 -220,0003
220,001 - 230,0001
230,001 - 240,0006
240,001 - 250,0002
250,001 - 260,0001
260,001 -270,0002
270,001 -280,0001
290,001 - 300,0002
310,001 - 320,0001
340,001 -350,0002
370,001 -380,0002
450,001 - 460,0001
460,001 - 470,0001
470,001 - 480,0001
510,001 - 520,0002
560,001 - 570,0001
570,001 - 580,0001
600,001 - 610,0001
Total
246
Analysis of shareholdings at 28 February 2020
RANGE
NUMBER OF
HOLDERS
ISSUED
CAPITAL
ISSUED
CAPITAL %
1 – 1,000 1,071 601,487 0.36
1,001 – 5,000 1,234 3,165,952 1.90
5,001 – 10,000 406 3,068,247 1.84
10,001 – 50,000 287 5,850,742 3.52
50,001 – 100,000 30 2,120,202 1.27
Greater than
100,000
57 151,590,960 91.10
3,085 166,397,590 100
NAME OF DIRECTORENTITYNATURE OF GENERAL DISCLOSURE
Cris Nicolli




Nicolli Holdings Pty Ltd (Family Investment)Director
Nicolli Family Superannuation FundTrustee
Other Levels (ASX OLV)Director – member of the NRC & ARC
Kadasig Aid & Development (not for profit charity)Treasurer
Empired Limited (ASX APD)Director
James Ogden





Summerset Group Holdings LimitedDirector
Pencarrow Private Equity FundIndependent Member of the Investment
Committee
Pencarrow Bridge Fund GP Limited
(General Partner of the Pencarrow Bridge Fund)
Director
Crown Forest Rental TrustMember of the Audit and Risk Committee
NZ Markets Disciplinary TribunalMember
Foundation Life (NZ) LimitedDirector
Susan PetersonXero Limited Director – Chair of PRC
Property for Industry LimitedDirector – Chair ARC and member
of the Remuneration Committee
PFI No 1 LimitedDirector
Trustpower LimitedDirector – Chair of Nomination and
Governance Committee and member
of the Remuneration Committee
ASB Bank Limited Director
NZ Markets Disciplinary TribunalMember
Peterson Mellsop Family TrustTrustee and Beneficiary
Organic Initiative LimitedDirector, Chair and Shareholder
Share dealings of Directors:
Directors disclosed, pursuant to section 148 of the Companies Act 1993 and section 304 of the Financial Markets
Conduct Act 2013, acquisitions and disposals of relevant interests in the Company shares during the year ended
31 December 2019.
DATE OF
ACQUISI TION
OR DISPOSAL
NAME OF
DIRECTOR
NO & CLASS OF
SHARES ACQUIRED
OR (DISPOSED)
NATURE OF
RELEVANT INTEREST
CONSIDERATION PAID
OR RECEIVED
27 February 2019 Murray Holdaway
(350,000)
Beneficial as trustees of the Holdaway
Geary Trust
($1,540,000)
27 February 2019Brian Cadzow
(650,000)
Beneficial as trustee of the B&J Cadzow
Family Trust
($2,860,000)
27 February 2019Kirk Senior
(600,000)
Beneficial – Director and Shareholder of
Kirk Senior Pty Limited as trustee of the
Senior Family Trust
($2,640,000)
2 April 2019Kirk Senior
15,820
Beneficial – Director and Shareholder of
Kirk Senior Pty Limited as trustee of the
Senior Family Trust
Acquired as part
of LTI Scheme
26 June 2019Kirk Senior
7,389
Beneficial – Director and Shareholder of
Kirk Senior Pty Limited as trustee of the
Senior Family Trust
Acquired as part
of LTI Scheme
40
Vista Group International Limited
41
Annual Report 2019

Twenty largest shareholders at 28 February 2020
RANKINVESTOR NAME
NUMBER
OF SHARES
PERCENTAGE
HOLDING
1
New Zealand Central Securities Depository Limited
90,894,094 54.62
2
J P Morgan Nominees Australia Pty Limited
11,789,737 7.09
3
Brian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis
5,906,207 3.55
4
Murray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald
5,737,449 3.45
5
HSBC Custody Nominees (Australia) Limited
4,309,236 2.59
6
Investment Custodial Services Limited
3,126,593 1.88
7
Bruce Alexander Wighton & Marianne Bachler & Peter John Clark
2,985,756 1.79
8
Citicorp Nominees Pty Limited
2,440,991 1.47
9
Gregory James Trounson & Donald Mackenzie Gibson & Kathryn Mary Lee Trounson
2,202,786 1.32
10
New Zealand Depository Nominee Limited
2,015,860 1.21
11
FNZ Custodians Limited
1,887,671 1.13
12
Custodial Services Limited
1,567,782 0.94
13
Custodial Services Limited
1,362,802 0.82
14
David Maxwell Smith & Lara Kelly Smith
1,229,914 0.74
15
National Nominees Limited
1,186,787 0.71
16
Pt Booster Investments Nominees Limited
1,017,117 0.61
17
Sylvia Choi & Haohua Wang
777,296 0.47
18
Mirrabooka Investments Limited
700,000 0.42
19
Kimbal Harrison Riley
672,670 0.40
20
Smith Family Holdings Ltd
650,000 0.39
142,460,748 85.60%
Substantial Product Holders:
According to notices given under the Financial
Markets Conduct Act 2013, the following persons
were Substantial Product Holders in the Company
at 31 December 2019 in respect of the number of
voting securities set opposite their names:
NAME OF SUBSTANTIAL
PRODUCT HOLDER
NUMBER
OF SHARES
FIL Limited
15,389,491
Investment Services Group Limited
11,187,345
Fisher Funds Management Limited
20,317,387
Harbour Asset Management Limited and
Jarden Securities Limited (previously
named First NZ Capital Securities Limited)
19,269,453
Commonwealth Bank of Australia
8,405,701
Options:
Nil
Performance Rights:
The Company issued a total of 411,860 performance
rights under the LTI Plan in the 2015 grant to a number
of employees. In April 2017 203,342 vested and 3,976
lapsed in the first tranche. In April 2018 138,436 vested
with 43,718 having lapsed.
The Company issued 461,576 performance rights under
the LTI Plan in the 2016 grant to a number of employees.
In April 2018 230,788 were eligible to vest but with the
vesting rate at 0% these were been carried over to 2019
in accordance with the terms of the LTI Plan. In April
2019, 367,909 vested with 93,667 having lapsed.
The Company issued 418,010 performance rights under
the LTI Plan in the 2017 grant to a number of employees.
In April 2019, 190,950 vested and 3,895 carried over to
2020 in accordance with the terms of the LTI Plan.
The Company issued 328,390 performance rights
under the LTI Plan in the 2018 grant to a number of
employees. In April 2019, 190,760 vested with two
additional tranches due in 2020 and 2021.
In addition to the original LTI Plan the Company issued
700,000 rights under the Group CEO retention scheme,
with 200,000 vested during 2018 and 150,000 in 2019.
There are 350,000 rights outstanding at period end.
There was also an operating segment revenue scheme established during 2018. In this scheme 197,194 performance
rights were issued with the rights eligible for vesting from April 2020 to April 2023. The table below shows the
grants and outstanding rights at 31 December 2019:
GRANT YEARPLAN TYPE
VESTING YEAR
OUTSTANDING
RIGHTS2020202120222023
2017TSR
205,894---205,894
2018Group results
-164,640--164,640
2018Group CEO retention
150,000 200,000 -- 350,000
2018Segmental results
54,83425,072-125,360205,266
2019Group results
-183,54091,770-275,310
2019Movio CEO (variable)
-187,43292,76750,271330,470
Total
410,728760,684184,537175,6311,531,580
The vesting of each tranche is subject to the Company
achieving certain performance hurdles contained
within the LTI Plan. Upon vesting each performance
right will entitle the holder to one ordinary share.
Auditor fees:
The Company confirmed the re-appointment of
PricewaterhouseCoopers as its auditor at its annual
shareholder meeting on 29 May 2019. The amount
payable to PricewaterhouseCoopers by the Company
and its subsidiaries for audit and non-audit services
work for the financial year ended 31 December 2019
is disclosed in note 2.3 to the financial statements.
The Board considers that due to the nature and
quantum of the non-audit services work the auditors’
independence is not compromised.
Waivers:
The Company did not apply for, nor did it have granted,
nor did it rely on any waivers from the NZX during
the financial year ended 31 December 2019.
Subsidiary company Directors:
The following people held office as Directors of
subsidiary companies at 31 December 2019:
- Kirk Senior: Vista Entertainment Solutions Ltd, Virtual
Concepts Ltd, Movio Ltd, MovieXchange International
Ltd, MovieXchange Ltd, Vista Entertainment Solutions
(USA) Inc., Movio Inc., Numero (Aust) Pty Ltd,
Powster Ltd, Powster Inc., Share Dimension B.V., S.C.
Share Dimension S.R.L. and Stardust Solutions Ltd.
- Murray Lawrence Holdaway: Vista Entertainment
Solutions (Spain). S.L.U., Vista International
Entertainment Solutions South Africa (PTY) Ltd,
Book My Show Ltd, Book My Show (NZ) Ltd, MACCS
International B.V., Vista Latin America, S.A. de C.V.
and Vista Entertainment Solutions (Shanghai) Ltd.
- Brian John Cadzow: Vista Entertainment Solutions
Ltd, Virtual Concepts Ltd, Movio Ltd, Vista Group Ltd,
Flicks Ltd, Numero Ltd, Vista Entertainment Solutions
(USA) Inc., Movio, Inc., Vista Entertainment Solutions
(Canada) Ltd, Vista Entertainment Solutions (UK) Ltd,
Numero (Aus) Pty Ltd, Book My Show Ltd, Book
My Show (NZ) Ltd, Share Dimension B.V., S.C. Share
Dimension S.R.L. and Vista Latin America, S.A. de C.V.
- Kimbal Harrison Riley: Vista Entertainment
Solutions Ltd, Flicks Ltd, Numero Ltd, MovieXchange
International Ltd, MovieXchange Ltd, Vista
Entertainment Solutions (Canada) Ltd, Vista
Entertainment Solutions (UK) Ltd, Vista Entertainment
Solutions (NL) B.V., Vista Entertainment Solutions
(Spain). S.L.U., Vista International Entertainment
Solutions South Africa (PTY) Ltd, Vista Entertainment
Solutions (Asia) Sdn Bhd, Maccs International
B.V., Powster Ltd, Stardust Solutions Ltd, Stardust
Entertainment, Inc., Vista Latin America, S.A. de C.V.
and Vista Entertainment Solutions (Shanghai) Ltd.
- Kelvin James Preston: Vista Entertainment Solutions
(NL) B.V., Vista Entertainment Solutions (Spain). S.L.U.
and Vista Entertainment Solutions (Asia) Sdn Bhd.
- Armando Mejias: Vista Latin America, S.A. de C.V.
and Senda DO Brasil Servios de Tecnologia LTDA.
- Gustavo Ortega: Vista Latin America, S.A. de C.V.
and Senda DO Brasil Servios de Tecnologia LTDA.
- Steven Geoffry Thompson: Powster Ltd, Powster,
Inc. and Stardust Solutions Ltd.
- Nicholas Patsides: Powster Ltd.
- Derek Geoffrey Forbes: Stardust Solutions Ltd and
Stardust Entertainment, Inc.
- Lubertus H. Huls: Maccs International B.V.
- Mathieu H.W. van As: Maccs International B.V.
- Rajesh Chandrakant Balpande: Book My Show Ltd
and Book My Show (NZ) Ltd.
- Sven Andresen: VPF Hub GmbH.
- Lawrence Wang: Vista Entertainment Solutions
(Shanghai) Ltd.
- (David) Lin Ning: Vista Entertainment Solutions
(Shanghai) Ltd.
- Chen Haifeng: Vista Entertainment Solutions
(Shanghai) Ltd.
- Huang Swee Lin: Vista Entertainment Solutions
(Asia) Sdn Bhd.
42
Vista Group International Limited
43
Annual Report 2019

20192018
SECTIONNZ$mNZ$m

Total revenue2.1, 2.2144.5 130.7
Sales and marketing expenses2.39.5 8.5
Operating expenses2.368.2 59.9
Administration expenses2.345.5 38.3
Acquisition expenses0.1 0.3
Foreign currency gains (0.1)(1.0)

Total expenses 123.2 106.0

Operating profit21.324.7
Finance costs(1.7)(1.0)
Finance income0.6 0.3
Share of loss from associates and joint ventures5.3(2.2)(3.0)
Capital gains and losses2.30.4 -

Profit before tax18.4 21.0
Tax expense6.1(5.6)(8.0)

Profit for the year 12.8 13.0

Profit for the year is attributable to:
Owners of the parent10.8 12.3
Non-controlling interests 2.0 0.7

Profit for the year 12.8 13.0

Other comprehensive income
Items that will not be reclassified subsequently to profit and loss:
Excess income tax benefit on share-based payments6.2- 0.2
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations, net of tax (0.6)1.2

Total other comprehensive income(0.6)1.4

Total comprehensive income for the year 12.2 14.4

Total comprehensive income for the year is attributable to:
Owners of the parent10.2 13.6
Non-controlling interests 2.0 0.8

Total comprehensive income for the year 12.2 14.4


Earnings per share for profit attributable to the owners of the parent
Basic earnings per share (cents)7.2$0.07 $0.07
Diluted earnings per share (cents)7.2$0.06$0.07

The above statement should be read in conjunction with the accompanying notes.

Statement of comprehensive income
For the year ended 31 December 2019
Directors’ report
The Board of Directors present the financial statements
of the Group for the year ended 31 December 2019
and the independent auditor’s report thereon.
The directors are responsible, on behalf of the Company,
for presenting these consolidated financial statements
in accordance with applicable New Zealand legislation
and generally acceptable accounting practices in
New Zealand in order to present consolidated financial
statements that present fairly, in all material respects,
the financial position of the Group as at 31 December
2019 and the results of the Group’s operations and
cash flows for the year then ended.
For and on behalf of the Board of Directors who
approved these financial statements for issue
on 27 February 2020.

Kirk Senior James Ogden
Executive Chair Chair Audit and Risk Committee
27 February 2020 27 February 2020
Financial statements
Financial statements
45
Annual Report 2019
44
Vista Group International Limited

Statement of changes in equity
For the year ended 31 December 2019
ATTRIBUTABLE TO THE OWNERS OF THE PARENT
CONTRIBUTED
EQUITY
RETAINED
EARNINGS
FOREIGN
CURRENCY
RESERVE
SHARE-BASED
PAYMENT
RESERVETOTAL
NON-
CONTROLLING
INTERESTS
TOTAL
EQUITY
SECTIONNZ$mNZ$mNZ$mNZ$mNZ$mNZ$mNZ$m

Balance at 1 January 201959.4 80.9 3.2 2.8 146.3 13.1 159.4
Accounting policy change8.4-(0.4)--(0.4)(0.1)(0.5)

Restated total equity59.4 80.5 3.2 2.8 145.9 13.0 158.9
Profit for the year-10.8 --10.8 2.0 12.8
Other comprehensive income--(0.6)-(0.6)-(0.6)

Total comprehensive income-10.8 (0.6)-10.2 2.0 12.2

Transactions with owners in their
capacity as owners:

Non-controlling interest change-----(1.3)(1.3)
Share-based payments7.52.4 --(0.7)1.7 -1.7
Dividends paid7.3-(5.5)--(5.5)(2.5)(8.0)

Balance at 31 December 201961.8 85.8 2.6 2.1 152.3 11.2 163.5

Balance at 1 January 201857.8 75.2 2.1 1.7 136.8 11.2 148.0
Accounting policy change -(1.3)--(1.3)-(1.3)

Restated total equity57.8 73.9 2.1 1.7 135.5 11.2 146.7
Profit for the year-12.3 --12.3 0.7 13.0
Other comprehensive income-0.2 1.1 -1.3 0.1 1.4

Total comprehensive income-12.5 1.1 -13.6 0.8 14.4

Transactions with owners in their
capacity as owners:

Issue of equity-----1.9 1.9
Non-controlling interest change0.2 ---0.2 (0.2)-
Share-based payments7.50.9 --1.6 2.5 -2.5
Dividends paid7.3-(5.5)--(5.5)(0.6)(6.1)
VCL share-based payment0.5 --(0.5)---

Balance at 31 December 201859.4 80.9 3.2 2.8 146.3 13.1 159.4

The above statement should be read in conjunction with the accompanying notes.
20192018
SECTIONNZ$mNZ$m

CURRENT ASSETS
Cash19.534.4
Trade and other receivables5.156.261.4
Income tax receivable 2.00.8

Total current assets77.796.6

NON-CURRENT ASSETS
Property, plant and equipment5.27.35.4
Lease assets5.821.8-
Investment in associates and joint ventures5.331.631.9
Goodwill5.469.963.9
Other intangible assets5.627.420.5
Deferred tax asset6.27.92.8

Total non-current assets 165.9124.5

Total assets 243.6221.1


CURRENT LIABILITIES
Borrowings – related party4.20.2-
Trade and other payables5.713.218.6
Lease liabilities5.86.1-
Deferred revenue5.922.921.4
Contingent consideration0.4-
Income tax payable 1.73.7

Total current liabilities44.543.7


NON-CURRENT LIABILITIES
Borrowings – related party4.20.70.9
Borrowings – external4.210.911.1
Lease liabilities5.817.4-
Deferred revenue5.90.24.5
Provisions0.60.5
Deferred tax liability6.25.81.0

Total non-current liabilities 35.618.0

Total liabilities 80.161.7

Net assets 163.5159.4


EQUITY
Contributed equity7.161.859.4
Retained earnings85.880.9
Foreign currency reserve2.63.2
Share-based payment reserve7.52.12.8

Total equity attributable to owners of the parent152.3146.3
Non-controlling interests 11.213.1

Total equity 163.5159.4

For and on behalf of the Board who authorised these financial statements for issue on 27 February 2020.
Kirk Senior Chairman James Ogden Chair Audit and Risk Committee
The above statement should be read in conjunction with the accompanying notes.
Statement of financial position
As at 31 December 2019
46
Vista Group International Limited
47
Annual Report 2019

20192018
SECTIONNZ$mNZ$m


CASHFLOWS FROM OPERATING ACTIVITIES
Receipts from customers143.6 132.4
Interest received-0.1
Payments to suppliers(118.0)(96.0)
Taxes paid(9.1)(8.2)
Interest paid (1.0)(0.7)

Net cash inflow from operating activities4.115.5 27.6


CASHFLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment5.2(4.1)(2.5)
Purchase of internally generated software and other intangibles5.6(12.6)(7.9)
Proceeds from disposal of intangibles-1.4
Related party loan advance – Numero5.3(0.7)(1.3)
Derecognition of Stardust cash balances5.3(1.5)-
Numero acquisition, net of cash acquired30.2 -
Vista China acquisition deposit5.1, 5.3(0.4)-
Vista China dividends received5.30.4 -
Vista China 2018 transaction proceeds -0.2

Net cash applied to investing activities (18.7)(10.1)


CASHFLOWS FROM FINANCING ACTIVITIES
Lease payments (principal elements)5.8(3.7)-
Loans and borrowings-0.2
Dividends paid to non-controlling interests(2.5)(0.6)
Dividends paid to the owners of the parent7.3(5.5)(5.5)

Net cash applied to financing activities (11.7)(5.9)


Net (decrease)/increase in cash (14.9)11.6
Cash at beginning of year34.4 21.0
Foreign exchange differences -1.8

Cash at end of year 19.5 34.4

The above statement should be read in conjunction with the accompanying notes.
Statement of cashflows
For the year ended 31 December 2019
General information
The notes are consolidated into ten sections. Each section contains an introduction which is indicated by the symbol
above. The first section outlines general information about Vista Group International Limited (the Company and
its subsidiaries, collectively Vista Group) and guidance on how to navigate through this document.
Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out throughout
the document where they are applicable. These policies have been consistently applied to all years presented,
unless otherwise stated. Accounting policies are identified by the symbol above.
Significant accounting judgements and sources of estimation uncertainty
Significant accounting judgements are those judgements that Vista Group makes when applying its accounting
policies that may have a significant effect on amounts that are recognised in these financial statements.
Significant sources of estimation uncertainty relate to assumptions and estimates made at the end of the current
reporting period that have a risk of resulting in a material adjustment to the carrying amounts of assets and
liabilities within the next financial year.
In applying its accounting policies, Vista Group continually evaluates judgements and estimates based on experience
and other factors, including expectations of future events that may have an impact on Vista Group. All judgements
and estimates made are believed to be reasonable based on the most current set of circumstances available to
Vista Group. Actual results may differ from the judgements and estimates applied.
Significant accounting judgements and estimates made by Vista Group in the preparation of these financial
statements are outlined within the following financial statement notes:
Section 3 Fair value of intangible assets acquired in a business combination
Section 5.3 Carrying value of investment in Vista China
Section 5.3 Initial fair value of joint venture companies
Section 5.5 Assumptions used in testing goodwill for impairment
Section 5.6 Capitalisation of development costs
Section 6.2 Recognition of deferred tax assets
The fair value measurement of equity-settled transactions with employees is no longer considered to be a significant
accounting judgement, as the risk of significant differences is considered remote.
The recoverability of the loan to Numero Limited (Numero) is no longer considered to be a source of estimation
uncertainty, because at 31 December 2019, Numero is now recognised as a subsidiary of Vista Group (see section 3)
with this loan eliminating on consolidation.
48
Vista Group International Limited
49
Annual Report 2019
Notes to the financial statements

1. General information
These financial statements are for Vista Group which is a company incorporated and domiciled in New Zealand,
and whose shares are publicly traded on the New Zealand Stock Exchange (NZX) and the Australian Securities
Exchange (ASX).
The Company is registered under the Companies Act 1993 and is an FMC reporting entity under Part 7 of the
Financial Markets Conduct Act 2013. The financial statements of Vista Group have been prepared in accordance
with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
In accordance with the Financial Markets Conduct Act 2013, because financial statements are prepared and
presented for Vista Group, separate financial statements for the Company are not presented.
The principal activity of Vista Group is the sale, support and associated development of software for the film
industry. These financial statements were approved by the Board on 27 February 2020.
2. Financial performance
This section outlines further details of Vista Group’s financial performance by building on information presented
in the statement of comprehensive income.
2.1 Revenue
Vista Group recognises revenue when performance obligations have been settled. A performance obligation
is settled when the customer has received all the benefits associated with the performance obligation.
The following details revenue types recognised within each category:
Product
Product revenue comprises different items across each of Vista Group’s operating segments. Within the Cinema
segment, product revenue relates primarily to fees charged for perpetual software licenses. The exception is the
Veezi subscription-based software which is charged monthly.
Movio segment product revenue relates to annual access fees for cloud-hosted marketing and analytics platforms.
The Additional Group Companies segment recognises product revenue for perpetual and recurring licensing
(Maccs); and the website/marketing platform revenue (Powster).
Maintenance
Maintenance services are billed in advance for a fixed term. Revenue is recorded within deferred revenue on
the statement of financial position and recognised on a straight-line basis over the term of the contract billing
period, as services are provided. Maintenance revenue relates to fees charged for support services and upgrades
to software applications.
Service
Service revenue relates to fees charged for value-add services which are one-off charges. Revenue is recognised
when the service is complete or on a stage of completion basis.
Development
Development services are revenues associated with bespoke development effort as requested and paid for by
customers. This category includes revenue associated with development services to deliver the localisation of Vista
Group software under the reseller agreement with Vista China. This revenue is recognised on a stage of completion
basis as the performance obligations are delivered.
Hardware
Revenue from hardware is recognised at a point in time when delivery has been made.
Other revenue
Other revenue comprises revenue earned primarily from advertising and variable processing fees.
Process and policy
The tables below provide further information on the application of NZ IFRS 15 Revenue from Contracts with
Customers, across the most significant revenue streams of Vista Group.
Vista Cinema Segment
REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION

Product
– Cinema
Non-recurring revenue
Perpetual ERP software
license targeted at larger
cinema circuits.
Determining the distinct
performance obligations
and whether items are
required to be bundled
to form a distinct
performance obligation.
Providing a software
license is a distinct
performance obligation
and is not required to
be bundled with other
performance obligations.
Point in time
Recognised at the
point in time when the
software goes live, which
is when the customer
can benefit from using
the software.

Product
– Veezi
Recurring revenue
Subscription-based
software targeted at small
and independent theatres.
Revenue includes a
fixed monthly fee plus
a variable component
based on the number
of tickets sold.
Determining whether
a sales-based license
of intellectual property
exists. Determining
whether there is a
sales-based variable
component.
The subscription to Veezi
is a sales-based license
of intellectual property.
There is a sales-based
variable component.
Point in time
Recognised at the end
of each month, once
the sales-based variable
usage is known.

Maintenance
– Cinema
Recurring revenue
Basic support and
any enhancements or
upgrades to the software.
No major judgement
required, other than
confirming the scope
and period of the
maintenance contract.
N/AOver time
Benefits are
simultaneously received
and consumed; revenue
is recognised over the
maintenance term.

Services &
Development
Non-recurring revenue
Value-add services,
implementation
services and bespoke
development of
the software.
Determining whether
the services and
development
provided are a distinct
performance obligation.
Services & development
are a distinct performance
obligation as they are
not highly dependent
or interrelated to other
performance obligations
in the contract.
Over time
Recognised when the
service/development is
complete or on a stage
of completion basis.

Movio Segment
REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION

Product
– Cinema
Recurring revenue
Movio Cinema cloud-
hosted data, marketing
and analytics platform.
Customers are charged
an annual access fee to
platform plus a variable
component (see below).
Determining whether
the platform access is
a distinct performance
obligation.
Access to the platform
is a distinct performance
obligation and is not
required to be bundled
with other performance
obligations.
Over time
Platform access
is recognised over
time as benefits are
simultaneously received
and consumed.

Recurring revenue
Variable revenue based
on the number of active
members managed and
the number of promotional
messages sent during
a given period.
Determining if a
usage-based license
of intellectual
property exists.
The variable revenue
is a usage-based license
of intellectual property.
Point in time
Variable license revenue
is recognised at the end
of each month once
usage-based quantities
are known.

50
Vista Group International Limited
51
Annual Report 2019
Notes to the financial statements
Continued

REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION

Product
– Media
Recurring revenue
Movio Media cloud-hosted
data, marketing and
analytics platform.
Determining whether
the platform access is
a distinct performance
obligation.
Access to the platform
is a distinct performance
obligation and is not
required to be bundled
with other performance
obligations.
Over time
Platform access
is recognised over
time as benefits are
simultaneously received
and consumed.

Non-recurring revenue
Targeted marketing
campaigns, digital
advertising and reports.
No major judgement
required.
N/APoint in time
Revenue is recognised
when the campaigns
and reports are
completed.

ServicesNon-recurring revenue
Value-add services, data
scientist services and
setup & configuration.
Determining whether the
services provided are
a distinct performance
obligation.
The services are
distinct performance
obligations as they are
not highly dependent
or interrelated to other
performance obligations
in the contract.
Over time
Recognised when the
service is complete
or on a stage of
completion basis.

Additional Group Companies Segment
REVENUE TYPEDESCRIPTIONKEY JUDGEMENTSOUTCOME
TIMING OF REVENUE
RECOGNITION

Product
– Showtimes
Platform
Recurring revenue
Website and marketing
platform for feature
films, incorporating
showtimes data.
Determining the distinct
performance obligations
and the requirements
to bundle performance
obligations.
Two distinct
performance obligations
exist; platform creation
and incorporating
showtimes data.
Point in time
Recognised at a point in
time when the platform
is live and subsequently
when the showtimes
data is incorporated.

Product
– Maccs
Non-recurring revenue
Perpetual theatrical
distribution software
for film distributors.
Determining the distinct
performance obligations
and whether they are
required to be bundled
as one performance
obligation.
Provision of the
software license is a
distinct performance
obligation but is required
to be bundled with
development where the
license is dependent
on the development.
Point in time
Recognised at a point in
time when the territory
is live on the software,
and the customer is
able to benefit from
the software license.

Maintenance
– Maccs
Recurring revenue
Basic support and
any enhancements or
upgrades of the software.
No major judgement
required, other than
confirming the scope
and period of the
maintenance contract.
N/AOver time
Benefits are
simultaneously received
and consumed; revenue
recognised over the
maintenance term.

Services &
Development
Non-recurring revenue
Value-add services,
implementation
services and bespoke
development of the
software.
Determining the distinct
performance obligation
and whether the
development is required
to be bundled to form
a distinct performance
obligation.
Where the services &
development are highly
interrelated to a license,
they are bundled with
the license as a single
performance obligation.
Otherwise, the services
and development are
a distinct performance
obligation.
Over time
Recognised
when the services
and development are
complete or on a stage
of completion basis.

Movio Segment – continued

20192018
NZ$m%NZ$m%

Product41.1 36.4
Maintenance47.1 43.3

Recurring revenue88.2 61%79.7 61%
Product30.2 26.4
Services14.9 12.7
Development5.4 8.2
Hardware5.5 3.2
Other0.3 0.5

Non-recurring revenue56.3 39%51.0 39%

Total revenue144.5 100%130.7 100%

Recurring and non-recurring revenues are non-GAAP financial measures that the Chief Operating Decision Maker
(CODM) uses to help evaluate the financial performance of Vista Group and its operating segments. Recurring
revenue is the portion of product and maintenance revenues that are expected to continue in the future. Unlike
non-recurring revenues, these revenues are predictable, stable and can be expected to occur at regular intervals
going forward with a relatively high degree of certainty.
No individual customer exceeded 10% of revenue in either the current or prior comparative year.
The timing of when recurring and non-recurring revenues are recognised in these financial statements is shown below:



20192018
RECURRING
REVENUE
NON-RECURRING
REVENUE
RECURRING
REVENUE
NON-RECURRING
REVENUE
NZ$mNZ$mNZ$mNZ$m

At a point in time17.5 36.7 16.0 30.5
Over time70.7 19.6 63.7 20.5

Total revenue88.2 56.3 79.7 51.0

2.2 Operating segments
Vista Group operates in the vertical cinema/film market via four reportable segments and a corporate segment.
The Chief Executive and the Board of Vista Group are collectively considered to be the CODM in terms of
NZ IFRS 8 Operating Segments. These segments have been defined based on the reports regularly reviewed
by the CODM to make strategic decisions.
Cinema segment
Software associated with cinema management via the Vista software suite of products, plus the cloud based
Veezi product for smaller scale cinemas.
Movio segment
Includes the Movio Cinema and Media products, both of which provide data analytics and campaign management.
Additional Group Companies segment (AGC)
An aggregation of Maccs, Powster, Flicks, plus the addition of Numero from 14 October 2019 (see section 3).
None of these businesses individually exceed the 10% threshold for segment revenue or profitability that would
require separate disclosure under NZ IFRS 8.
The Early Stage Investments segment (ESI)
An aggregation of MovieXchange, Share Dimension (Cinema Intelligence) and Stardust until 25 February 2019
(see section 5.3). Like the AGC segment, none of the businesses included in this segment individually exceed
the 10% threshold for segment revenue or profitability that would require separate disclosure under NZ IFRS 8.
Corporate segment
The shared services functions associated with Vista Group, being legal, finance, and senior management. Revenue
received from the associate company Vista China is recognised within this segment.
Full legal names of each entity can be obtained from section 8.3.
52
Vista Group International Limited
53
Annual Report 2019
Notes to the financial statements
Continued

2019
CINEMAMOVIOAGCESI
(1,2)
CORPORATETOTAL
NZ$mNZ$mNZ$mNZ$mNZ$mNZ$m

Timing of revenue recognition
At a point in time39.2 9.5 3.9 1.6 -54.2
Over time57.1 16.2 13.7 1.3 2.0 90.3

Total revenue96.3 25.7 17.6 2.9 2.0 144.5

Revenue growth
(5)
17%13%17%-36%-66%11%

Operating segment performance
Recurring revenue50.0 19.8 14.0 2.4 2.0 88.2
Non-recurring revenue46.3 5.9 3.6 0.5 -56.3

Total revenue96.3 25.7 17.6 2.9 2.0 144.5
Operating expenses(47.7)(10.6)(7.5)(2.2)(0.2)(68.2)
Sales, marketing and admin expenses(18.0)(8.4)(6.5)(2.0)(10.4)(45.3)
Foreign currency gains/(losses)0.3 0.1 (0.3)--0.1

EBITDA
(3)
30.9 6.8 3.3 (1.3)(8.6)31.1

EBITDA margin
(5)
32%26%19%22%
2018
CINEMAMOVIOAGCESICORPORATETOTAL
NZ$mNZ$mNZ$mNZ$mNZ$mNZ$m

Timing of revenue recognition
At a point in time31.79.31.83.7-46.5
Over time50.813.513.20.85.984.2

Total revenue82.5 22.8 15.0 4.5 5.9 130.7

Revenue growth
(5)
22%47%22%286%-41%23%

Operating segment performance
Recurring revenue43.717.812.53.62.179.7
Non-recurring revenue38.85.02.50.93.851.0

Total revenue82.5 22.8 15.0 4.5 5.9 130.7
Operating expenses(40.7)(9.7)(7.3)(2.0)(0.2)(59.9)
Sales, marketing and admin expenses(17.8)(7.0)(6.4)(2.1)(9.3)(42.6)
Foreign currency gains/(losses)1.60.10.1-(0.8)1.0

EBITDA (as previously reported)
(6)
25.66.21.40.4(4.4)29.2


Impact of NZ IFRS 16
(6)
2.70.20.7--3.6

EBITDA (adjusted for NZ IFRS 16)
(6)
28.36.42.10.4(4.4)32.8

EBITDA margin (adjusted for NZ IFRS 16)
(5,6)
34%28%14%9%25%
To assist the readers’ understanding of these financial statements, the revenues of each segment have been split
to show both recurring and non-recurring revenues.
Movio derives $0.7m inter-segment revenues from the Cinema segment (2018: $0.5m) and $0.2m from Numero
since its inclusion in the AGC segment. These revenues are not included in the above tables as they eliminate
on consolidation.
Reconciliation of EBITDA
(3)
to profit before tax
20192018
NZ$mNZ$m

EBITDA
(3)
31.1 29.2
Depreciation and amortisation(9.7)(4.2)

EBIT
(4)
21.4 25.0
Finance income 0.6 0.3
Finance costs (1.7)(1.0)
Acquisition expenses(0.1)(0.3)
Share of loss from associates and joint ventures(2.2)(3.0)
Capital gains and losses0.4 -

Profit before tax 18.4 21.0

(1) Includes results of Numero from 14 October 2019, the date control was obtained through the step acquisition (see section 3).
(2) Includes results of Stardust until 25 February 2019, at which date the entity no longer meets the requirements for control (see section 5.3).
(3) EBITDA is a non-GAAP measure and is defined as earnings before net finance costs, income tax, depreciation and amortisation, acquisition
expenses, capital gains/losses, impairment losses and equity accounted results from associates and joint venture companies.
(4) EBIT is a non-GAAP measure and is defined as earnings before net finance costs, income tax, acquisition expenses, capital gains/losses,
impairment losses and equity accounted results from associate and joint venture companies.
(5) Revenue growth and EBITDA margin are non-GAAP measures which the CODM regularly reviews. EBITDA margin is calculated as EBITDA
over total revenue.
(6) On first-time implementation of NZ IFRS 16 Leases, Vista Group elected to not restate the comparative year values. To assist the readers’
understanding of the year on year EBITDA trading growth, the prior year segment disclosures have been reported showing both the values
reported in the prior year financial statements (‘as previously reported’) and to show the EBITDA as if NZ IFRS 16 had also been adopted
in the prior year (‘adjusted for NZ IFRS 16’). See section 8.4 for more details on first time adoption of NZ IFRS 16.
Revenue by domicile of entity
Vista Group recognises revenue within entities across several jurisdictions. Revenue is allocated to geographical
regions based on where the sale is recorded by each operating entity within Vista Group. Independent resellers
are used to promote Vista Group’s products in multiple jurisdictions. The revenues recognised via these
independent resellers are not allocated geographically, rather they are shown within the New Zealand and
United Kingdom jurisdictions based on the location of the transacting Vista Group entity.
The Other category in the tables below include entities in the Netherlands, Germany, Malaysia, Romania and
South Africa.
20192018
NZ$mNZ$m

New Zealand 28.9 34.3
United States 54.5 45.6
United Kingdom 34.4 27.7
Mexico 15.7 15.7
Other 11.0 7.4

Total revenue 144.5 130.7

54
Vista Group International Limited
55
Annual Report 2019
Notes to the financial statements
Continued

Non-current assets by domicile of entity
Non-current operating assets by location of the reporting entity are presented in the following table.
2019
RESTATED
2018
NZ$mNZ$m

New Zealand 55.7 41.6
United States 25.7 8.5
United Kingdom 12.5 8.8
Mexico 11.7 11.4
Other 20.8 19.5

As required by NZ IFRS 8, the table above excludes deferred tax assets (the comparatives have been restated
accordingly). Investment in associates are excluded from the non-current assets balance presented.
2.3 Expenses
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and all
attached conditions will be complied with. Government grants are recognised within the statement of comprehensive
income as an offset to operating expenses.
During the year, Vista Group recognised a total of $4.2m (2018: $3.2m) of grants from Callaghan Innovation in
New Zealand and Ministry of Economic Affairs (WBSO) in Netherlands to assist with research and development.
At balance date, there is a 10% retention amount related to 2019 grants of $0.4m (2018: $0.3m) yet to be paid
and subject to independent auditor review.
Auditor’s remuneration included in administration expenses
20192018
NZ$mNZ$m

Audit of financial statements
Audit and review of financial statements – PwC0.50.4
Audit of subsidiary financial statements – Scrutton Bland-0.1

Total audit fees0.5 0.5

Vista Group engaged PwC to perform non-audit services relating to assurance services (review of R&D growth grants
schedule $15k (2018: $15k)), advisory services relating to long-term employee incentive schemes $7k (2018: $24k)
and the preparation of an immaterial subsidiary’s financial statements $12k (2018: $nil). The cumulative cost for these
engagements was less than $0.1m (2018: less than $0.1m).
Capital gains and losses
20192018
SECTIONNZ$mNZ$m

Capital gain – derecognition of Stardust5.30.1-
Capital gain – step acquisition of Numero30.3-

Total capital gains and losses0.4-

Other expenses
Sales and marketing expenses are those costs incurred by Vista Group in directly selling or marketing its products,
along with the associated personnel costs.
Operating expenses include those costs incurred by Vista Group in running its business operations. Such costs
include hosting, research, maintenance, development and the associated personnel costs. Vista Group has expensed
$25.4m of aggregated software related research and development expenditure (2018: $22.4m) within this operating
expense line.
Administration expenses include the overhead costs incurred by Vista Group that are not directly associated with
sales, marketing or costs incurred in running its business operations.
20192018
SECTIONNZ$mNZ$m

Included in administration expenses:
Depreciation of property, plant & equipment5.22.11.7
Depreciation of lease assets5.83.9-
Amortisation of intangible assets5.63.72.5

3. Business combinations
This section outlines how Vista Group has accounted for transactions when acquiring its associated company
(Numero) and the disposal of an existing subsidiary (Stardust). The were no business combinations that
completed in 2018.
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether
equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary
comprises cash and the fair value of any asset or liability resulting from a contingent consideration arrangement.
Identifiable assets acquired as well as any liabilities and contingent liabilities assumed in a business combination
are, with limited exceptions, measured initially at their fair values at the acquisition date. Vista Group recognises
any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or
at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
Goodwill represents the excess of purchase considerations over the fair value of net assets acquired in a business
combination. Goodwill is allocated to cash generating units (CGUs), which are the lowest level of assets for which
separately identifiable cash flows can be attributed. See section 5.4 for more detail on the components of goodwill
recognised. Where settlement of any part of cash consideration is deferred, the amounts payable in the future are
discounted to their present value at the date of exchange. The discount rate applied is the entity’s incremental
borrowing rate (being the rate at which a similar borrowing could be obtained from an independent financier
under comparable terms and conditions).
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value with changes recognised in the statement of comprehensive income.
If a business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from
such remeasurement are recognised in the statement of comprehensive income.
56
Vista Group International Limited
57
Annual Report 2019
Notes to the financial statements
Continued

Significant accounting judgement – Fair value of intangible assets acquired
in a business combination
The fair value of the acquired intangible assets of Numero are to be performed by external valuation experts
as these fair values are likely to be significant. Due to this acquisition only completing late in 2019, the valuation
of the acquired intangible assets has yet to be finalised and therefore the acquired net assets have been reported
on a provisional basis.
Numero step acquisition
On 14 October 2019, Vista Group announced it had acquired the remaining 50% stake in Numero. This transaction
results in Vista Group obtaining control of Numero and therefore has been consolidated into Vista Group’s results
from the date of the transaction.
Numero provides an aggregated Box Office reporting platform that delivers the film industry and media clean,
fast and effective Box Office information. Management consider this consolidation transaction to be a natural
progression due to the similarity of its business model to that of the rest of Vista Group.
The share purchase agreement includes contingent consideration with components payable in cash of $0.1m and
up to 20,000 Vista Group shares. The contingent consideration is payable once certain 2020 and 2021 EBITDA and
revenue performance targets are achieved. Vista Group determined the fair value of the shares contingent on these
performance targets was $nil, as they are not considered likely to be earned.
Due to the recency of the Numero transaction, the fair value of net assets acquired are provisional. In accordance
with NZ IFRS 3 Business Combinations, these fair values will be finalised and adjusted within 12 months of completing
the transaction.
The provisional goodwill currently includes the customer contracts and IP, which are still being measured by
an external valuation expert. Provisional goodwill, after removing the acquired intangibles, will be attributable
to future growth in Numero obtained from future operating synergies and the ability to leverage Vista Group’s
existing infrastructure and customer network. Lastly, the provisional goodwill will include a portion relating to
the assembled workforce, which do not meet the NZ IAS 38 Intangible Assets criteria of intangible assets.
While the total receivables on the date of acquisition were $9.1 million, Vista Group concluded the previously
recognised provision for impairment of $3.6 million at 30 June 2019 remained appropriate, meaning the fair value
of the receivables were $5.5 million. This fair value is confirmed using a 5-year Discounted Cash Flow (DCF) of
Numero’s future cash flows, which is a level 3 fair value measurement technique as per the fair value hierarchy
set out in section 10.2. As this step acquisition resulted in a change in control, a non-taxable capital gain of
$0.3m was recognised, calculated as follows:
2019
NZ$m

Fair value of the 50.0% of Numero acquired by Vista Group0.3
Less: equity accounted carrying value of Numero -

Capital gain on step acquisition of Numero 0.3

Business combinations completed during the year
NUMERO
NZ$m

Fair value of net liabilities acquired
Cash 0.3
Trade and other receivables 0.4
Trade and other payables (0.7)
Deferred revenue (0.1)
Lease assets 0.1
Lease liabilities – current (0.1)

Net liabilities acquired (0.1)
Provisional goodwill 6.1

Total consideration 6.0


Consideration is satisfied by:
Cash consideration 0.1
Cash contingent consideration 0.1
Derecognition of receivables owed to Vista Group 5.5
Fair value of previously held equity interest 0.3

Total consideration 6.0


Net cash outflow arising on acquisition
Cash consideration (0.1)
Cash acquired 0.3

Net cash inflow 0.2


Contribution to Vista Group since control was obtained
Revenue 0.6
EBITDA (0.1)


Results of the acquired subsidiary for the year ended 31 December 2019
Revenue
2.2
EBITDA (0.3)

None of Vista Group’s acquisitions have goodwill that is deductible for taxation purposes.
58
Vista Group International Limited
59
Annual Report 2019
Notes to the financial statements
Continued

4. Cash flows and borrowings
This section builds on information from the statement of cashflows. Cash comprises cash at bank and on hand.
4.1 Reconciliation of net profit to operating cash flows
20192018
SECTIONNZ$mNZ$m

Profit for the year12.8 13.0
Non-cash items:
Amortisation 5.63.7 2.5
Depreciation5.2, 5.86.0 1.7
Share-based payment expense7.51.7 2.5
Non-cash finance charges0.7 0.3
Acquisition expenses0.1 1.0
Capital gains and losses2.3(0.4)-
Share of loss from investment in associates and joint ventures5.32.2 1.8
Deferred tax-1.0
Foreign exchange movements(0.2)(0.5)
Expected credit loss expense5.1(0.7)(0.5)

Net non-cash items 13.1 9.8

Movements in working capital:
(Decrease)/increase in related party trade and other payables(4.7)1.6
Decrease in related party trade and other receivables, net of deferred revenue6.05.9
Increase in trade and other payables0.62.5
Increase in trade and other receivables, net of deferred revenue(8.8)(5.0)
Decrease in taxation receivable and payable(3.5)(0.2)

Net change in working capital (10.4)4.8

Net cash inflow from operating activities 15.5 27.6

4.2 Borrowings
Borrowings are initially recognised at fair value less directly attributable transaction costs and subsequently
measured at amortised cost using the effective interest method. Borrowing costs are expensed as incurred.
20192018
NZ$mNZ$m

Borrowings – related party0.9 0.9
Borrowings – external10.9 11.1

Total borrowings11.8 12.0


Current0.2 -
Non-current11.6 12.0

Total borrowings11.8 12.0

The table below details the movement in borrowings during the year:
20192018
NZ$mNZ$m

Borrowings – related party:
Opening0.9 0.6
Additional borrowing – Maccs minority shareholders-0.2
Movement in foreign exchange-0.1

Balance at 31 December0.9 0.9


Borrowings – external:
Opening11.1 10.7
Movement in foreign exchange(0.2)0.4

Balance at 31 December10.9 11.1

A schedule of all debt facilities is shown below:
INTEREST RATEDEBT DRAWN (NZ$m)
FACILITY PROVIDERREASON FOR LOANEXPIRY DATE20192018 LIMIT (m)20192018

ASB – term loan Maccs acquisitionJan 20232.50%2.97%€3.0 5.05.1
ASB – term loanVista Latam acquisitionJan 20234.27%5.59%US$4.05.96.0
ASB – revolving creditFuture acquisitions/
SaaS project
Jan 2023
3.81%n/aNZ$41.0--
ASB – overdraftWorking capitalJan 20236.08%6.12%NZ$2.0--

Total borrowings – externalNZ$54.010.911.1

Maccs Working capitalApr 20205.00%5.00%€0.10.20.2
Share Dimension Working capitalJul 20225.00%5.00%€0.40.70.7

Total borrowings – related party0.50.90.9

On 31 January 2020, Vista Group entered into a refinancing arrangement with ASB to assist in funding the SaaS
transformation project, the 2020 Vista China step acquisition and any future acquisition related opportunities.
All ASB facilities are secured by a general security agreement under which the bank has a security interest
in all Vista Group’s tangible assets. Agreed covenants include:
• EBITDA of the charging group not being less than 80% of Vista Group;
• Gearing ratio of not greater than 2.5 times; and
• Interest cover of equal or greater than 3.0 times.
Vista Group has been compliant with all covenants for both the current and prior reporting periods.
Related party borrowings include loans from minority shareholders for Maccs and Share Dimension.
60
Vista Group International Limited
61
Annual Report 2019
Notes to the financial statements
Continued

5. Assets and liabilities
This section outlines further details of Vista Group’s financial performance by building on information presented
in the statement of financial position.
5.1 Trade and other receivables
Trade and other receivables at 31 December were as follows:
20192018
SECTIONNZ$mNZ$m

Trade receivables 35.4 44.3
Sundry receivables 3.8 3.9
Accrued revenue 13.2 4.9
Prepayments 3.4 2.9
Vista China acquisition deposit5.30.4-
Related party loan – Numero-5.4

Total trade and other receivables 56.2 61.4

The prior year related party loan to Numero was presented net of a provision for impairment of $3.0m. An additional
provision for impairment of $0.6m was recognised in 2019 prior to Vista Group obtaining control of Numero.
Subsequent to this date, both the related party loan and impairment provision eliminate on consolidation.
See section 3 for further details of the Numero step acquisition.
Included within trade receivables is a receivable from Vista China of $0.9m (2018: $6.8m), see section 5.3 for
further details.
Accrued revenues are recognised with regard to customer contracts where Vista Group’s performance obligations
have been fully satisfied, but billing is not contractually due until a subsequent date.
Included within trade and other receivables is a $0.4m (RMB2.0m) deposit paid to WePiao as part of the proposed
Vista China step acquisition (see section 5.3 for further details).
The following table summarises the impact of the expected credit loss provision on the trade receivables balance.
See section 10.2 for further details on the accounting policies that impact trade receivables:
20192018
NZ$mNZ$m

Trade receivables – gross 36.6 46.2
Expected credit loss – general provision (0.4)(1.1)
Expected credit loss – specific provision (0.8)(0.8)

Trade receivables – net of provisions 35.4 44.3

The movement in the expected credit loss provision during the year was as follows:
20192018
NZ$mNZ$m

Balance at 1 January 1.91.0
Bad debts written off (1.4) (0.2)
Change in provision 0.71.1

Expected credit loss provision at 31 December 1.21.9

The expected credit loss provision for trade receivables has been measured using the same techniques as the prior
year, determined as follows:
31 DECEMBER 2019
CURRENT
91-180 DAYS
PAST DUE
181-270 DAYS
PAST DUE
271-360 DAYS
PAST DUE
361+ DAYS
PAST DUETOTAL
NZ$mNZ$mNZ$mNZ$mNZ$mNZ$m

Gross carrying amount28.73.82.60.80.736.6
Baseline0.1-0.1--0.2
Aging and write offs----0.10.1
Country, customer and market 0.1----0.1

General provision0.2-0.1-0.10.4
Specific provision--0.10.30.40.8
0
Total ECL provision0.2-0.20.30.51.2

General provision effective rate0.7%-3.8%-14.3%1.1%
0

31 DECEMBER 2018
CURRENT
91-180 DAYS
PAST DUE
181-270 DAYS
PAST DUE
271-360 DAYS
PAST DUE
361+ DAYS
PAST DUETOTAL
NZ$mNZ$mNZ$mNZ$mNZ$mNZ$m

Gross carrying amount32.33.82.10.57.546.2
Baseline0.1-0.1-0.40.6
Aging and write offs----0.40.4
Country, customer and market ----0.10.1

General provision0.1-0.1-0.91.1
Specific provision0.3-0.1-0.40.8

Total ECL provision0.4-0.2-1.31.9

General provision effective rate0.3%-4.8%-12.0%2.4%
0
The movement in accrued revenues during the year was as follows:
20192018
NZ$mNZ$m

Accrued revenues at 1 January 4.96.2
Amounts included in opening balance released in the current year (4.9)(5.9)
Additional accrued revenue recognised at year end 13.14.4
Exchange movements0.10.2

Accrued revenue at 31 December 13.24.9

5.2 Property, plant and equipment
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation on assets is charged on a straight-line basis to allocate the differences between their original cost
and the residual values over their estimated useful lives, as follows:
• Fixtures and fittings 7 to 10 years, or the term of any associated property lease
• Computer equipment 3 to 5 years
The residual values and useful lives of assets are reviewed and adjusted if appropriate. If an asset’s carrying
amount is greater than its estimated recoverable amount, the carrying amount is immediately written down
to its recoverable amount.
62
Vista Group International Limited
63
Annual Report 2019
Notes to the financial statements
Continued