PaySauce Limited/Announcement
PaySauce Limited logo

FY2020 Annual Results

Full Year Results28 May 2020PYSInformation Technology

FY2020
Annual Report

YEAR END 31 MARCH 2020

Contents
Cover Photo

Asantha Wijeyeratne, PaySauce CEO (left) shows Pat

Shepherd from One Percent Collective (right) how easy

it is to donate to charities in the PaySauce mobile app.

4

Highlights

6

Chair’s Letter

7

CEO’s Letter

8

Board

10

Year in Review

14

SaaS Reporting

20

Financials

21Director’s Report

22Independent Auditor’s Report

24Consolidated Financial Statements

30Notes to the Consolidated Financial Statements

60

Corporate Governance

70

Disclosures

80

Company Directory

2020 has been
pretty darned

eventful. We raised

some serious cash,

hit the headlines and

withstood a global

health crisis, and

we’ve come out the

other side stronger

than ever.

Customers at 31 March 2020

2,492

ARR at 31 March 2020

$1.86M

Recurring Revenue for year ended 31 March 2020

$1.46M

80% arrow-up

Customer Growth

122% arrow-up

ARR Growth

119% arrow-up

Recurring Revenue Growth

2x Finalist

HiTech Awards 2020

#133

Deloitte’s APAC Technology Fast 500 2020

$5.8M

Rights Issue Completed

6
PaySauce Limited

7

Annual Report 2020


Chair’s Letter

Dear fellow shareholders,

I was elected Chair of PaySauce Limited on 1 January

2020, and it is my privilege to present the company’s

second Annual Report since its listing on the NZX Main

Board in December 2018.

Andrew Barnes was our founding Chair, and we all owe

him our gratitude for navigating the company through

the complex process of the reverse listing onto the NZX.

Andrew also invested in the company at a crucial time,

becoming PaySauce’s largest non-founder shareholder.

Andrew, we thank you on both counts.

What a year it’s been, for the company, for the nation,

and for the world! The Covid-19 pandemic was

completely unexpected, but ultimately, it brought out

the best in our team. They successfully leveraged our

platform’s flexible and resilient technology to not only

protect the business but also to do right for our clients

and their employees. Despite the profound global

disruption, our team quickly implemented the Business

Continuity Plan, and maintained our level of customer

care throughout these challenging months. Our

dedicated people not only kept managing the business,

but continued to develop the platform, introduce

new functionality, add to our team, and attract new

clients. To Asantha and the team, we offer our deepest

appreciation for their grit, determination, and wonderful

spirits despite the daily challenges.

We are also delighted to announce that your company

more than doubled its business during FY2020.

Annualised Recurring Revenue (ARR) grew from $0.837

million at March 2019 to $1.861 million at March 2020,

year-on-year growth of 122%.

One of this fiscal year’s biggest achievements was the

successful raise of $5.8 million of new capital via the

Rights Issue. Not only did we hit our target, but the

deal was oversubscribed, all during the sharpest sell-

off in the global equity markets in recent history. We

were humbled to see the strong support from our

existing shareholders with widespread uptake of our

Rights Issue, plus welcoming approximately 180 new

shareholders who purchased Rights on the Main Board.

We also welcomed Pathfinder CareSaver, a responsible

investor and our first institutional investor, as a new

shareholder.

Your board intends to meet the objectives we laid out

in the Offer documents, namely to expand our team at

home, continue developing the platform, and working

towards becoming cash-flow positive. That said, we have

delayed our expansion into Ireland until international

travel returns to more normal conditions.

This past year has been about partnerships. We are

beginning to enjoy the fruits of our new partnerships

with Xero and Figured in the agricultural sector. We

are also on-boarding new clients as part of our new

partnership with a global HR software company. Our

accounting firm and bookkeeper partners are rolling out

PaySimple, a new streamlined version of PaySauce, to

their small business clients. We also changed our pricing

model by introducing a more predictable monthly

subscription fee which has been well-received by our

clients.

As PaySauce’s growth is becoming more consistent, we

are increasingly optimistic we are building a globally-

scalable business, and we are determined to deliver on

our promises and exceed your expectations.

Let me finish with a heartfelt thanks to you, our

supportive shareholders, for helping PaySauce achieve

its full potential.

Sincerely,

Nick Lewis

Chair

CEO’s Letter

To our shareholders, partners and supporters,

More than ever, this year has been a testament to the

strength of our people. I couldn’t be prouder of the

team we’ve built, and the things they’ve accomplished.

When COVID-19 put the entire world on hold, I was

caught on another continent, but between the

connectivity of cloud systems and the strength of our

leadership team, I was able to wait it out with complete

confidence in the health of our business. We weathered

the storm through proactive communication, a

commitment to our team’s wellbeing, and the smart

use of digital technologies.

While we said goodbye to Andrew Barnes and Greg

Sheehan, we were extremely fortunate to welcome Nick

Lewis as our new Chair and Jaime Monaghan to the

new role of CFO. The leadership and insight Nick and

Jaime have provided in their respective roles have made

us a more farsighted and durable business, and it’s a

privilege to work alongside them.

As always, we continue to demonstrate our values

through social good initiatives. We’re especially proud

of the development work we’ve done to roll out two

major projects, Donations and PaySimple. Payroll giving

has been a long-time passion project for our entire

team, and it’s been inspiring to see our customers

taking advantage of smarter charitable giving through

Donations. I’m also deeply proud of the work the

team has done to develop and deliver PaySimple, a

streamlined version of PaySauce intended to provide

relief for businesses impacted by COVID-19. Our

dedication to our principles hasn’t gone unnoticed

outside the business, with ASB stepping in to support

PaySimple and new investment from Pathfinder

Caresaver, whose decision to invest in PaySauce was not

only a financial one, but also due to an alignment of

values.

I’d like to close with a huge thanks to our shareholders

for their enduring support, to our partners for providing

us with such awesome opportunities, and to the team

for making PaySauce a business I’m incredibly proud of.

With gratitude,

Asantha Wijeyeratne

CEO and Co-Founder

8
PaySauce Limited

9

Annual Report 2020


Board

Asantha Wijeyeratne

EXECUTIVE DIRECTOR

Asantha moved to New Zealand in his twenties and

built a number of successful businesses prior to

founding New Zealand’s largest SME payroll provider,

SmartPayroll. He sold that business due to technical

limitations which prevented it from responding rapidly

to customer needs. He founded PaySauce to bring a

fresh approach to payroll software and revolutionise the

way SME owners pay staff and manage employment

obligations.

Nick Lewis

INDEPENDENT DIRECTOR & CHAIR

Nick has 15 years of governance experience in the

fintech, financial services, energy, hospitality and

education sectors. He is an investor in early-stage

companies, and previously had a Wall Street finance

career in M&A, equity, bank, bond, and derivatives

capital markets at JP Morgan in New York. He is also

the Chair of Kiwi Insurance (affiliate of Kiwibank) and

a director of renewable electricity generator Pioneer

Energy and CarboNZero-certified Electricty retailer

Ecotricity. He was formerly the Chair of Mojo Coffee and

the crowdfunding site PledgeMe. Nick is a Chartered

Financial Analyst (CFA).

Gavin Thompson

NON-EXECUTIVE DIRECTOR

Gavin is the founder and a director of Catalyst IT, New

Zealand’s largest open-source IT service provider. He has

over 25 years’ experience in developing software systems

in the manufacturing, engineering, financial, and

government sectors. This experience is critical in advising

on technical matters as PaySauce grows.

Mandy Simpson

INDEPENDENT DIRECTOR

Mandy Simpson is a director, consultant and keynote

speaker with a focus on the business and human

impacts of technology. Mandy is currently the Chief

Digital Officer at Z Energy, and was previously Chief

Operating Officer at NZX.

10
PaySauce Limited

11

Annual Report 2020


Year In Review

Making Hay

One of PaySauce’s key strategic objectives is to become

profitable while continuing to grow and develop.

We were overwhelmed by shareholder support for

our Rights Issue in March. While this came ahead of

the worst of the COVID-19 health crisis, confidence

in the market had already begun to deteriorate, and

the successful completion of the Rights Issue under

these circumstances was a huge mark of the trust our

investors place in us. We successfully raised a total of

$5.8M, and have been steadily optimising our processes

to work towards becoming cash-flow positive. The most

significant changes have been to our pricing structure,

which we’ve altered to more accurately reflect our

position as a SaaS business, adopting a subscription-

based model. With the removal of the IRD Subsidy

from 1 April 2020, shifting to a subscription model not

only stabilises our revenue but also provides greater

cost certainty to our customers, while still offering the

flexibility to choose the pricing plan that best suits their

needs.

We’ve always wanted to give our shareholders the

chance to find out more about what’s happening

inside the business, and we finally got there with an

open Q&A session in early 2020. We’d like to once

again thank all those who attended and submitted

their questions and their feedback, along with our host

Jarden and our moderator Kar Yue Yeo. We’ll continue

to earn shareholder trust by remaining proactive and

transparent in our investor communications, following

through on our promises and prioritising long-term

growth.

While we’ve been lucky enough to be sheltered from

much of the fallout from COVID-19, we’ve inevitably

had to make some changes. Our expansion into the

Irish market has been put on hold, although we intend

to pursue this option when global trading becomes

feasible again. We’ll also look towards industries

within New Zealand with specific and solvable payroll

challenges. Employment conditions in other industries

have plenty in common with agriculture, and our

existing solutions are easily adapted to meet their needs

too.


This year has also brought us significant public

recognition, both nationally and internationally. We

were honoured to be named as finalists in the 2020

HiTech Awards across two separate categories - Best

Hi-Tech Solution for the Agritech Sector and Innovative

Hi-Tech Software Solution, named as finalists in the 2019

Wellington Gold Awards - in the Cyber Gold category,

named by Deloitte as one of the fastest-growing tech

companies in the Asia-Pacific region. This puts us in

some pretty prestigious company, with a formidable

roster of previous winners and finalists for both events.

These accolades reflect our exceptional growth rate

and consistent drive for innovation and excellence and

demonstrate the hard work and dedication of our team.

Responding to COVID-19

As a SaaS provider of an essential service, PaySauce has

been well-positioned to retain customers and support

other businesses. Demand for cloud payroll services

has been boosted by the broad introduction of remote

working, with features such as mobile timesheets

required to replace paper-based or location-specific

systems. The current health crisis is proving to be a

catalyst to move employers on desktop and manual

systems to the security and flexibility of the cloud, not

just as part of their Business Continuity Planning, but

for their ongoing operations. PaySauce is also largely

insulated from reductions in existing customer numbers,

with a customer base dominated by agricultural and

rural businesses. This industry is expected to remain

relatively unaffected due to the essential resources it

provides and the naturally isolated nature of the agri

work environment. New Zealand’s primary producers

are expected to continue to serve the international

export market and remain a key anchor point for the

nation’s economic recovery.

From this position of relative security, we identified

an opportunity to support other small businesses

urgently in need of a cloud-based solution in the wake

of COVID-19 in order to keep functioning remotely. We

made the decision to build PaySimple - a streamlined

version of PaySauce payroll, handling calculations, leave

management and payslips, all from the mobile app -

and offer it free to Kiwi employers until 30th June 2020.

Banking transactions and Inland Revenue filing are self-

managed by the customer, and support is offered by

accountants and bookkeepers.

Working Together

Partner program for advisers

As the most influential players in the small business

ecosystem, our partners in the accounting and

bookkeeping space have rapidly become a core focus

of our growth strategy. With technology steadily

automating much of accounting, this sector is seeing

a shift away from simply “balancing the books” and

towards more complete advisory services. Our role is

to bolster and broaden the advisory services provided

by our partners by enabling them to ensure payroll

compliance and automating time-consuming manual

tasks.

Product partnerships

We’ve leveraged these relationships to develop trust

and brand awareness. By associating ourselves with

behemoth brands like Xero, we’ve shown that we’re

a force to be reckoned with and that we’re here to

stay. The official launch of our joint offer with Xero and

Figured was initially planned for at Fieldays, and we’re

working closely with our partners to pivot to a digital-

focused campaign. We’ve also kicked off a partnership

with a global HR software provider, proving our ability to

adapt our platform and providing a blueprint for future

opportunities to white-label our solution.

Industry partnerships

Federated Farmers, the Dairy Women’s Network and

ASB remain key supporters and essential contact points

for shared messaging, and were key in getting the word

out to small businesses and advisers about PaySimple.

We’re proud to continue working alongside these

partners to bring knowledge and support to the primary

sector.

12
PaySauce Limited

13

Annual Report 2020


Giving Back

Payroll giving was introduced back in 2010 to incentivise

New Zealanders to give directly to charities from their

paychecks, granting them a 33% tax rebate on any

contributions made this way. But ten years on, only

0.23% of working Kiwis are using this model, because it’s

often inaccessible and inconvenient to set up.

With Donations, PaySauce has designed a feature to

change the game for payroll giving. This was developed

with feedback and advice from long-time partner

the 1% Collective, whom we’ve long supported as a

Superhero Sponsor. Donations requires no set-up or

admin, and employees have been given the capacity

to manage their giving themselves, direct from the

PaySauce mobile app, getting their 33% tax rebate

instantly and effortlessly.

We launched with a small range of charities, including

the 1% Collective. We’ve since added more than 20

individual charities to the PaySauce app, with employee

users donating thousands of dollars to worthy causes.

We’ve also chosen to spotlight worthy causes as

“featured” charities, and the first of these was the Rural

Support Trusts, a nationwide network aimed at boosting

mental health in rural and farming communities.

Along with PaySimple, our ongoing volunteer leave

program, and offering free payroll to all registered New

Zealand charities, generosity remains a key part of our

identity as a company.

Looking ahead

Overall, our big objectives remain unchanged. The

opportunity to expand into the Irish market is still there,

but until we have greater certainty on the outcome of

the current crisis, we’ll focus on expansion within New

Zealand. We continue to expand our team and develop

our product, and we’ve made significant headway on

the journey to becoming cash-flow positive.

Once again, our agricultural customers have looked

after us - New Zealand’s primary industries have been

only minimally impacted by the COVID-19 pandemic,

leaving much of our customer base intact. In fact, we’ve

added customers galvanised by the need for cloud-

based systems under atypical work conditions. Our

commitment to the agri sector remains steady, while we

broaden the scope of our rural network and the range of

industries within it.

We’ve reached a strong financial position through

our successful capital raise. Our responsibility to our

shareholders is now to manage that foundation sensibly

to maintain stability in an unpredictable market, while

also making the most of the opportunities that come

our way.


The whole cycle takes me about ten

minutes. It’s a very simple operation.

quote-left

quote-right

Sam, Sierra Delta Civil Limited

13

Annual Report 2020

14
PaySauce Limited

15

Annual Report 2020


SaaS Reporting

The business results reported below provide an overview

of the performance of the business in a format that we

believe is useful for readers to assess the performance of

PaySauce as a SaaS business.

Non-Generally Accepted Accounting Principles (Non-

GAAP) measures have been included, and should not

be viewed in isolation, nor considered as substitutes for

measures reported in accordance with New Zealand

Equivalents to International Financial Reporting

Standards (NZ IFRS).

As at 31 March 2020, PaySauce reclassified its PAYE

intermediary subsidy revenue received as “Other

Revenue” for SaaS reporting, as the subsidy ceased

on 1 April 2020. This had the following impact on

both current year and comparative year metrics that

included subsidy revenue in their calculations:

2020202020192019

RestatedBefore

Adjustment

RestatedBefore

Adjustment

$$$$

Processing Fees1,210,4221,210,422533,288533,288

Interest Received245,836245,836132,856132,856

IRD Subsidy-239,575-167,751

Recurring Revenue1,456,2591,695,834666,144833,895

Cost to Serve(560,142)(560,142)(324,984)(324,984)

Gross Margin896,1161,135,691341,160508,911

Gross Margin %62%67%51%61%

Other Revenue226,000(13,575)1,695,515*1,527,764*

Total Other Revenue226,000(13,575)1,695,5151,527,764

Customer Acquisition(745,015)(745,015)(344,007)(344,007)

Research & Development(265,245)(265,245)(133,430)(133,430)

General & Administration(1,873,891)(1,873,891)(666,093)(666,093)

Other Expenses(9,354)(9,354)(5,136,541)*(5,136,541)*

EBITDA(1,771,388)(1,771,388)(4,243,396)(4,243,396)

EBITDA Margin %(122%)(104%)(637%)(509%)

Depreciation & Amortisation(151,785)(151,785)(128,776)(128,776)

Interest Expense(439,830)(439,830)(4,328)(4,328)

Income Tax----

Net Loss for the period(2,363,002)(2,363,002)(4,376,500)(4,376,500)

*Costs and revenue relating to the reverse acquisition, and employee bonus share issues were excluded from the EBITDA

calculation presented in our 2019 Annual Report. The comparative 2019 period now includes these costs under ‘Other Expenses’,

and revenue under ’Other Revenue’ in the EBITDA calculation presented above. This change in presentation has been made in

order to provide a full view of the impact on and reconciliation back to GAAP reported Net Loss for the period.

2020202020192019

RestatedBefore

Adjustment

RestatedBefore

Adjustment

Customers at the start of the period1,3841,384746746

Customers at the end of the period2,4922,4921,3841,384

Customer Growth % for the period80%80%86%86%

ARR at the start of the period$837,051$1,037,712$394,387$498,067

ARR at the end of the period$1,861,566$2,170,050$837,051$1,037,712

ARR Growth % for the period122%109%112%108%

Churn % (monthly average)1.26%1.26%1.69%1.69%

ARPU at the end of the period$62$73$50$62

CAC (per addition) for the period($517)($517)($407)($407)

Customer LTV at the end of the period$3,032$3,847$1,530$1,897

Total Customer LTV at the end of the period$7,556,885$9,587,055$2,118,197$2,625,979

LTV : CAC Ratio at the end of the period5.9 : 1 6.0 : 1 3.8 : 1 4.7 : 1

Sep ‘15Mar ‘16Mar ‘17Mar ‘18Mar ‘19Mar ‘20Sep ‘16Sep ‘17Sep ‘18Sep ‘19

122%

ARR GROWTH

ARR $837,051

at March 2019

ARR $1,861,566

at March 2020

16
PaySauce Limited

17

Annual Report 2020


Categories are explained below:

Processing Fees

This category represents the revenue generated from

customers who are using the PaySauce payroll product,

paying processing fees each pay run, based on a flat rate

plus a variable amount based on the number of payslips

in that pay run. There are no significant estimates

or uncertainty surrounding the flat and variable

components of processing fees. Revenue is recognised

when the service is supplied.

IRD Subsidy

This category represents the revenue that was generated

from the subsidy provided by Inland Revenue for payroll

intermediaries. The subsidy provided revenue based on

the number of payslips processed by PaySauce each

month.

The subsidy has now been removed, effective from

1 April 2020, and this revenue stream is no longer

categorised as recurring. Impacts on our SaaS metrics

relating to this are analysed above. Further information

on this can be found on the Inland Revenue website.

Interest Received

This category represents the interest received from our

interest-bearing trust account and term deposits held

in escrow for our Payroll customers. As customers pay

their PAYE through to us each pay run, we hold these

funds and generate interest on the balance before

the payment is due to Inland Revenue. As interest

received on these funds grows directly in relation to

our customers, we consider this an additional stream of

recurring revenue.

Cost to Serve

The category includes those costs which are related

to serving our customers through the use of our

software products, and the availability of our customer

support team. Costs included are those such as hosting

expenses for our software in the cloud, maintenance of

our software products, and customer support.

Other Revenue

This category includes revenue that is not recurring

revenue and is not part of our regular business operating

activities with customers. Revenue included is that

which relates to grants received, other services revenue,

and the fair value revaluation gains / (losses) on lending

during the period.

Customer Acquisition

This category includes those costs which are related

to acquiring new customers. Costs included are those

such as sales and marketing, implementation and

onboarding of customers to our system, and discounts.

These costs are expensed as incurred as they do not

relate to any specific customer or contract for services.

Research & Development

This category includes those costs which are related

to researching and developing new solutions and

solving problems for our existing and future customers.

Costs included are those associated with product

development, the majority of which are developers’

salaries.

It should be noted that measuring these costs between

years is not an accurate reflection of the actual spending

on research and development for PaySauce. This is

due to the timing and way in which some of these

costs are capitalised and projects are completed. The

reader should also consider the amount of intangible

assets recognised during the financial year. Further

detail on this can be found in the notes to the financial

statements.

General & Administration

This category captures all of the other elements of

running the business. Costs included are those such as

office running costs, finance and administration, legal

expenses, and other overhead costs.

Other Expenses

This category captures other expenses such as costs

relating to the reverse listing process, and bonus shares

issued to employees.


EBITDA

EBITDA (earnings before interest, tax, depreciation and

amortisation) is calculated by adding back depreciation,

amortisation, interest expenditure, and income tax

expense to the amounts reported in the NZ IFRS-based

financial statements. PaySauce believes that EBITDA

provides useful insights to measure the performance of

PaySauce as a SaaS business.

EBITDA Margin %

EBITDA Margin % calculates EBITDA as a percentage of

Recurring Revenue.

SaaS Metrics & Definitions

These SaaS metrics are prepared and defined to provide

readers with useful information about the performance

of PaySauce as a SaaS business.

Non-Generally Accepted Accounting Principles (Non-

GAAP) measures have been included, and should not

be viewed in isolation, nor considered as substitutes for

measures reported in accordance with New Zealand

Equivalents to International Financial Reporting

Standards (NZ IFRS).

Recurring Revenue

Recurring revenue is revenue that is expected to

continue into the future.

For PaySauce, it is that which is directly linked to the

number of pays that our customers run on the PaySauce

payroll product. There are currently three sources of

recurring revenue, those being processing fees, subsidy,

and interest received.

There is a direct correlation between the number

of customers processing payroll with PaySauce, and

the amounts of revenue derived from these streams

(allowing some variation due to elements such as

interest rates and number of payslips per customer per

pay run). There is no significant estimate or judgement

applied by management when recognising revenue

arising from these streams.

MRR

Monthly recurring revenue is the total recurring revenue

for the month.

ARR

Annualised recurring revenue is the monthly recurring

revenue, multiplied by 12.

Gross Margin

The gross margin, when discussed as a SaaS term, is the

recurring revenue of the business, less the cost to serve

customers. This is often then expressed as a percentage,

where the gross margin is divided by the recurring

revenue.

Churn (monthly)

Churn is expressed as a percentage and is calculated as

the number of cancellations each month divided by the

total number of customers at the end of that month.


ARPU

Average revenue per user is total recurring revenue,

divided by the total customers processing payroll.

CAC (per addition)

Customer acquisition cost (per addition) is the total cost

of acquiring customers for the period, divided by the

number of new customers processing payroll that were

acquired during the period.

LTV

Lifetime value is the estimated value of a customer

over its lifetime with PaySauce. This is calculated by

taking the ARPU multiplied by the gross margin %, then

divided by the churn %.

Total Customer LTV

Total customer lifetime value is the lifetime value

multiplied by the total customers.

LTV : CAC Ratio

This ratio reflects the return on investment for customer

acquisition. It is calculated by dividing the customer

acquisition cost (per addition) by the lifetime value of a

customer.

18
PaySauce Limited

19

Annual Report 2020

FINANCIALS

Director’s Report

The Board of Directors have pleasure in presenting the

annual report of PaySauce Limited, incorporating the

consolidated financial statements and the independent

auditor’s report, for the year ended 31 March 2020.

In the opinion of the directors of PaySauce Limited, the

consolidated financial statements and notes on pages

24 to 59:

• comply with New Zealand generally accepted

accounting practice and present fairly the

consolidated financial position of the Group as at 31

March 2020 and the results of their operations and

cash flows for the year ended on that date; and

• have been prepared using appropriate accounting

policies, which have been consistently applied

and supported by reasonable judgements and

estimates.

The directors consider that they have taken adequate

steps to safeguard the assets of the Group and to

prevent and detect fraud and other irregularities.

Internal control procedures are also considered to be

sufficient to provide reasonable assurance as to the

integrity and reliability of the consolidated financial

statements.

For and on behalf of the Board of Directors:

Nick Lewis

28 May 2020

Director

Mandy Simpson

28 May 2020

Director

Financials

18

PaySauce Limited

20
PaySauce Limited

21

Annual Report 2020

FINANCIALS

Independent

Auditor’s Report

To the Shareholders of PaySauce Limited

Report on the Audit of the

Consolidated Financial

Statements

Opinion

We have audited the consolidated financial statements

of PaySauce Limited (the “Company”) and its subsidiaries

(“the Group”) on pages 24 to 59 which comprise the

consolidated statement of financial position as at

31 March 2020, and the consolidated statement of

comprehensive income, consolidated statement of

changes in equity and consolidated statement of

cash flows for the year then ended, and notes to the

financial statements, including a summary of significant

accounting policies.

In our opinion, the accompanying consolidated financial

statements present fairly, in all material respects, the

financial position of the Group as at 31 March 2020

and its financial performance and cash flows for the

year then ended in accordance with New Zealand

Equivalents to International Financial Reporting

Standards (NZ IFRS) issued by the New Zealand

Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with

International Standards on Auditing (New Zealand)

(ISAs (NZ)) issued by the New Zealand Auditing and

Assurance Standards Board. Our responsibilities under

those standards are further described in the Auditor’s

Responsibilities for the Audit of the Consolidated

Financial Statements section of our report. We

are independent of the Group in accordance with

Professional and Ethical Standard 1 (Revised) Code of

Ethics for Assurance Practitioners issued by the New

Zealand Auditing and Assurance Standards Board, and

we have fulfilled our other ethical responsibilities in

accordance with these requirements. We believe that

the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Other than in our capacity as auditor and the

provision of other assurance services we have no other

relationship with, or interests in, the Company or any of

its subsidiaries.

Material Uncertainty Related to Going

Concern

We draw attention to the consolidated statement of

comprehensive income which indicates the Group

incurred a net loss before income tax of $2,363,002

during the year ended 31 March 2020 and Note 22

which describes the Group’s reliance upon sufficient

forecast cash flows to enable the Group to continue its

business operations. As stated in Note 22, these events

and conditions, along with other matters as set forth

in Note 22 indicate that a material uncertainty exists

that may cast significant doubt on the Group’s ability

to continue as a going concern. Our opinion is not

modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our

professional judgement, were of most significance in

our audit of the consolidated financial statements of

the current period. These matters were addressed in

the context of our audit of the consolidated financial

statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on

these matters. In addition to the matter described in the

Material Uncertainty Related to Going Concern section

we have determined the matters described below to be

the key audit matters to be communicated in our report.

Other Information

The Directors are responsible for the other information.

The other information comprises the Directors and

CEO Report, Year in Review, SaaS Reporting, Corporate

Governance and Company Directory but does not

include the consolidated financial statements and

our auditor’s report thereon. Our opinion on the

consolidated financial statements does not cover the

other information and we do not express any form of

audit opinion or assurance conclusion thereon.

In connection with our audit of the consolidated

financial statements, our responsibility is to read the

other information and, in doing so, consider whether

the other information is materially inconsistent

with the consolidated financial statements or our

knowledge obtained in the audit or otherwise appears

to be materially misstated. If, based on the work we

have performed, we conclude that there is a material

misstatement of this information, we are required to

report that fact. We have nothing to report in this regard.

Why the audit matter is significantHow our audit addressed the key audit

matter

Intangible Asset – internally developed software

Intangible assets computer software and software

in development had a carrying value of $562,370

as at 31 March 2020 with additions of $329,001

and amortisation of $63,260 in the year as

disclosed in note 10.

The Group is a Software as a Service (“SaaS”)

provider which incurs significant expenditure

in development, upgrading and maintaining of

software.

NZ IAS 38 Intangible Assets outlines the criteria

for capitalisation of costs associated with

developing the software including whether the

software will generate future economic benefits

as disclosed in Note 10. Capitalised software

costs are recognised at cost and subsequently

amortised over their estimated useful lives. Costs

that do not meet the criteria for capitalisation are

expensed to profit or loss as incurred.

Capitalisation of appropriate costs and estimates

of useful life require significant judgement and

therefore have been included as a key audit

matter.

We evaluated the appropriateness of costs that

have been capitalised as intangible asset software

and development and management’s estimate of

useful life by:

• Inquiry of management, evaluating costs

that have been capitalised with respect to

the criteria outlined in NZ IAS 38 Intangible

Assets. We obtained an understanding of

the nature of the costs incurred including the

application of the software in the business to

generate future economic benefits.

• Checked costs capitalised and annual

amortisation charged for mathematical

accuracy including sensitivity analysis on rates

applied.

• Agreed a sample of costs capitalised for

appropriate sufficient audit evidence.

22
PaySauce Limited

23

Annual Report 2020

FINANCIALS

Directors’ responsibilities for the

Consolidated Financial Statements

The Directors are responsible on behalf of the Group

for the preparation and fair presentation of the

consolidated financial statements in accordance

with NZ IFRS issued by the New Zealand Accounting

Standards Board, and for such internal control as

the Directors determine is necessary to enable the

preparation of consolidated financial statements that

are free from material misstatement, whether due to

fraud or error.

In preparing the consolidated financial statements,

the directors are responsible on behalf of the Group

for assessing the Group’s ability to continue as a going

concern, disclosing, as applicable, matters related

to going concern and using the going concern basis

of accounting unless the directors either intend to

liquidate the Group or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the Audit of

the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance

about whether the financial statements as a whole

are free from material misstatement, whether due

to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is

a high level of assurance but is not a guarantee that

an audit conducted in accordance with ISAs (NZ) will

always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate,

they could reasonably be expected to influence the

economic decisions of users taken on the basis of these

consolidated financial statements.

A further description of the auditor’s responsibilities for

the audit of the financial statements is located on the

External Reporting Board’s website at: https://www.xrb.

govt.nz/assurance-standards/auditors-responsibilities/

audit-report-1/

Restriction on use of our report

This report is made solely to the Company’s

shareholders, as a body. Our audit work has been

undertaken so that we might state to the Company’s

shareholders, as a body those matters which we are

required to state to them in an auditor’s report and for

no other purpose. To the fullest extent permitted by law,

we do not accept or assume responsibility to anyone

other than the Company and its shareholders, as a body,

for our audit work, for this report or for the opinion we

have formed.

Grant Thornton New Zealand Audit Partnership

Kerry Price

Partner

Auckland

28 May 2020

23

Annual Report 2020

24
PaySauce Limited

25

Annual Report 2020

FINANCIALS

Consolidated Statement

of Comprehensive Income

for the year ended 31 March 2020

Consolidated Statement

of Financial Position

for the year ended 31 March 2020

The above statement should be read in conjunction with the

accompanying notes.

The above statement should be read in conjunction with the

accompanying notes.

20202019

Notes$$

Revenue

Revenue from sponsorship-87,500

Processing fees1,210,422533,402

Subsidy revenue239,575167,810

Interest245,836132,856

Other operating revenue62,430-

Operating revenue131,758,263921,568

Grants received16,920-

Other (losses) /gains - net14(92,947)1,432,415

Expenses

Depreciation and amortisation9, 10(151,785)(128,776)

Employee expenses15(1,781,173)(2,229,245)

Other expenses16(1,672,450)(4,368,134)

Finance costs17(439,830)(4,328)

Total expenses(4,045,239)(6,730,483)

Net loss before income tax(2,363,002)(4,376,500)

Tax benefit / (expense)18--

Net loss for the period(2,363,002)(4,376,500)

Other comprehensive income--

Total comprehensive loss for the period(2,363,002)(4,376,500)

20202019

Notes$$

Assets

Current assets

Cash and cash equivalents2713,589,1586,313,146

Deposits1,650,000-

Trade and other receivables7148,684145,548

Other current assets75,00075,000

Prepayments and other short-term assets154,654120,452

Total current assets15,617,4966,654,146

Non‑current assets

Property, plant and equipment9476,40476,620

Intangible assets10562,370296,629

Total non‑current assets1,038,774373,249

Total assets16,656,2707,027,395

Liabilities

Current liabilities

Trade and other payables8356,072547,632

Funds due to customers and IRD2713,449,4996,273,862

Employee benefits186,26458,792

Other liabilities42,15581,580

Lease liabilities539,242-

Interest bearing liabilities14,65211,668

Total current liabilities14,087,8846,973,534

26
PaySauce Limited

27

Annual Report 2020

FINANCIALS

Consolidated Statement

of Financial Position (cont.)

for the year ended 31 March 2020

The above statement should be read in conjunction with the

accompanying notes.

The above statement should be read in conjunction with the

accompanying notes.

For and on behalf of the Board of Directors, who

authorised the issue of these Consolidated Financial

Statements on 28th May 2020:

Nick Lewis

28 May 2020

Director

Mandy Simpson

28 May 2020

Director

20202019

Notes$$

Non‑current liabilities

Non-interest bearing liabilities-699,916

Lease liabilities5326,042-

Interest bearing liabilities-14,688

Total non‑current liabilities326,042714,604

Total liabilities14,413,9267,688,138

Net assets2,242,344(660,743)

Equity

Share capital1110,774,4285,508,339

Accumulated losses(8,532,084)(6,169,082)

Equity attributable to the owners of the Company2,242,344(660,743)

Consolidated Statement

of Movements in Equity

for the year ended 31 March 2020

Attributable to equity

holders of the Company

Share CapitalAccumulated

losses

Total

Notes$$$

Balance as at 1 April 20195,508,339(6,169,082)(660,743)

Comprehensive loss

Net loss for the period‑(2,363,002)(2,363,002)

Other comprehensive income‑--

Total comprehensive loss‑(2,363,002)(2,363,002)

Transactions with owners

Issue of ordinary shares115,266,089-5,266,089

Total transactions with owners5,266,089‑5,266,089

Balance as at 31 March 202010,774,428(8,532,084)2,242,344

Balance as at 1 April 20181,999,977(1,792,582)207,395

Comprehensive loss

Net loss for the period-(4,376,500)(4,376,500)

Other comprehensive income---

Total comprehensive loss‑(4,376,500)(4,376,500)

Transactions with owners

Issue of ordinary shares111,145,000-1,145,000

Share based payments112,054,084-2,054,084

Reverse listing11309,278-309,278

Total transactions with owners3,508,362‑3,508,362

Balance as at 31 March 20195,508,339(6,169,082)(660,743)

28
PaySauce Limited

29

Annual Report 2020

FINANCIALS

Consolidated Statement

of Cash Flows

for the year ended 31 March 2020

The above statement should be read in conjunction with the

accompanying notes.

20202019

Notes$$

Cash flows from / (used in) operating activities

Receipts from customers1,531,120642,510

Increase in funds due to customers and IRD7,175,6382,863,521

Interest received230,261120,307

Payments to suppliers and employees(3,551,734)(2,083,752)

Taxes paid(25,313)(18,086)

Interest paid on lease liability(29,637)-

Interest paid(11,018)(4,209)

Net cash from operating activities235,319,3161,520,291

Cash flows from / (used in) investing activities

Purchases of property, plant and equipment(97,626)(55,821)

Proceeds from sale of property, plant and equipment2,1466,959

Funds on deposit(1,650,000)-

Purchases of intangible assets(329,001)(292,204)

Net cash (used in) investing activities(2,074,481)(341,066)

Cash flows from / (used in) financing activities

Net proceeds from issue of shares and convertible notes5,014,9591,145,000

Loan advances / (repayments)(792,840)385,212

Interest paid(148,042)-

Repayments of principal portion of lease liability(31,196)-

Repayments of other borrowings(11,704)(10,910)

Net cash from financing activities4,031,1771,519,302

Net increase in cash and cash equivalents7,276,0122,698,527

Cash and cash equivalents at beginning of the period6,313,1463,614,619

Cash and cash equivalents at end of the period2713,589,1586,313,146

29

Annual Report 2020

30
PaySauce Limited

31

Annual Report 2020

FINANCIALS

Notes to the

Consolidated

Financial Statements

For the year ended 31 March 2020

1. General information

PaySauce Limited (the “Company” or “PaySauce”), is a

limited liability company, domiciled and incorporated in

New Zealand and registered under the Companies Act

1993.

These consolidated financial statements presented are

for PaySauce Limited, together with its subsidiaries (the

“Group”) for the year ended 31 March 2020.

These consolidated financial statements were

authorised for issue in accordance with a resolution of

the Directors on 28 May 2020.

The Group provides cloud based employment

solutions software to small and medium-sized

businesses, including mobile timesheets, payroll

calculations, banking integration, PAYE filing, labour

costing, automated general ledger entries and digital

employment contracts.

PaySauce is a for-profit entity listed on the New Zealand

Stock Exchange (“NZX”).

2. Summary of significant

accounting policies

BASIS OF PREPARATION

The consolidated financial statements have been

prepared in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”) and on

the assumption that the Group is a going concern.

They comply with New Zealand equivalents to

International Financial Reporting Standards (“NZ

IFRS”) and other applicable Financial Reporting

Standards, as appropriate for profit oriented entities

that have been issued by the New Zealand Accounting

Standards Board. The consolidated financial statements

also comply with International Financial Reporting

Standards (“IFRS”) issued by the International

Accounting Standards Board.

The Group is a Tier 1 for profit reporting entity as defined

by the External Reporting Board in its “Accounting

Standards Framework”.

Historical cost convention

The consolidated financial statements have been

prepared on the historical cost basis, as modified by the

revaluation of certain assets and liabilities as identified

in specific accounting policies below:

a. Basis of consolidation

These financial statements consolidate to those of

the Group and its subsidiaries as of 31 March 2020.

The Group controls a subsidiary if it is exposed, or has

rights to variable returns from, its involvement with the

subsidiary and has the ability to affect those returns

through its power over the subsidiary. Its subsidiaries

have a reporting date of 31 March 2020.

All transactions and balances between the Group are

eliminated on consolidation, including unrealised gains

and losses on transactions between Group companies.

Where unrealised losses on intra group asset sales

are reversed on consolidation, the underlying asset is

also tested for impairment from a group perspective.

Amounts reported in the financial statements of

subsidiaries have been adjusted where necessary

to ensure consistency with the accounting policies

adopted by the Group.

Profit or loss and other comprehensive income of

subsidiaries acquired or disposed of during the

reporting period are recognised from the effective date

of acquisition, or up to the effective date of disposal, as

applicable.

b. Presentational changes

Certain amounts in the comparative information

have been reclassified to ensure consistency with

the current period’s presentation. The reclassified

comparative information is applicable to notes 14, 15

and 16. There was no impact on profit before tax or total

comprehensive income.

c. Foreign currency translation

Functional and presentation currency

Items included in the consolidated financial statements

of the Group’s entities are measured using the currency

of the primary economic environment in which the

entity operates (New Zealand). The consolidated

financial statements are presented in New Zealand

dollars ($), which is the Group’s functional and

presentation currency.

All financial information has been rounded to the

nearest dollar.

Transactions and balances

Foreign currency transactions are translated into the

functional currency using the exchange rates prevailing

at the dates of the transactions or valuation where items

are re-measured. Foreign exchange gains and losses

resulting from the settlement of such transactions

and from the translation at year-end exchange rates of

monetary assets and liabilities denominated in foreign

currencies are generally recognised in profit or loss.

Foreign exchange gains and losses that relate to

borrowings are presented in the statement of profit or

loss, within finance costs. All other foreign exchange

gains and losses are presented in the statement of

profit or loss on a net basis within other income or other

expenses.

d. Goods and Services Tax (GST)

All revenue and expense transactions are recorded

exclusive of GST. Assets and liabilities are similarly stated

exclusive of GST, with the exception of receivables and

payables, which are stated inclusive of GST.

e. Financial instruments

Recognition and derecognition

Financial assets and liabilities are recognised when the

Group becomes a party to contractual provisions of the

instrument.

Financial assets are derecognised when the contractual

rights to the cash flows from the financial asset expire,

or when the financial asset and substantially all the

risk and rewards are transferred. A financial liability

is derecognised when it is extinguished, discharged,

cancelled or expires.

Classification and initial measurement of financial

assets

Except for those trade receivables that do not contain

a significant financing component and are measured

at the transaction price in accordance with IFRS 15

(Revenue from Contracts with Customers), all financial

assets are initially measured at fair value adjusted for

transaction costs (where applicable).

Financial assets, other than those designated and

effective as hedging instruments, are classified into the

following categories:

• Amortised cost

• Fair value through profit or loss (FVTPL)

• Fair value through other comprehensive income

(FVOCI)

In the periods presented the Group does not have any

financial assets categorised as FVTPL or FVOCI.

32
PaySauce Limited

33

Annual Report 2020

FINANCIALS

Financial assets at amortised cost

Financial assets are measured at amortised cost if

the assets meet the following conditions (and are not

designated as FVTPL):

• they are held within a business model whose

objective is to hold the financial assets and collect

its contractual cash flows

• the contractual terms of the financial assets give rise

to cash flows that are solely payments of principal

and interest on the principal amount outstanding.

After initial recognition, these are measured at

amortised cost using the effective interest method.

Discounting is omitted where the effect of discounting

is immaterial. The Group’s cash and cash equivalents,

trade and other receivables fall into this category of

financial instruments.

Impairment of financial assets

Recognition of credit losses uses the ‘expected credit

loss (ECL) model’. The Group considers a broad range of

information when assessing credit risk and measuring

expected credit losses, including past events, current

conditions, reasonable and supportable forecasts that

affect the expected collectability of future cash flows of

the instrument.

In applying this forward looking approach, a distinction

is made between:

• financial instruments that have not deteriorated

significantly in credit quality since initial recognition

or that have low credit risk (‘Stage 1’) and

• financial instruments that have deteriorated

significantly in credit quality since initial recognition

and whose credit risk is not low (‘Stage 2’)

‘Stage 3’ would cover financial assets that have objective

evidence of impairment at the reporting date.

‘12 month expected credit losses’ are recognised in

Stage 1 while ‘lifetime expected credit losses’ are

recognised for Stage 2.

Measurement of the expected credit losses is

determined by probability weighted estimate of credit

losses over the expected life of the financial instrument.

Trade and other receivables and contract assets

The Group makes use of a simplified approach in

accounting for trade and other receivables as well

as contract assets and records the loss allowance as

lifetime expected credit losses. These are the expected

shortfalls in contractual cash flows, considering the

potential for default at any point during the life of the

financial instrument.

Classification and measurement of financial

liabilities

The Group’s financial liabilities include trade and

other payables, funds due to customers and IRD, and

employee benefits.

Financial liabilities are initially measured at fair value,

and, where applicable, adjusted for transaction costs

unless the Group designated a financial liability at fair

value through profit or loss. Subsequently, financial

liabilities are measured at amortised cost using the

effective interest method.

f. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and

demand deposits, together with other short term, highly

liquid investments that are readily convertible into

known amounts of cash and which are subject to an

insignificant risk of changes in value.

g. Property, plant and equipment

Recognition and measurement

Items of computer, office equipment, leasehold

improvement and motor vehicles, and right-of-

use assets are measured at cost less accumulated

depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to

the acquisition of the asset. Purchased software that is

integral to the functionality of the related equipment is

capitalised as part of that equipment.

When parts of an item of property, plant and equipment

have different useful lives, they are accounted for as

separate items (major components) of property, plant

and equipment.

Any gain or loss on disposal of an item of property, plant

and equipment (calculated as the difference between

the net proceeds from disposal and the carrying

amount of the item) is recognised in profit or loss within

the Statement of Comprehensive Income.

Subsequent costs

Subsequent expenditure is capitalised only when it is

probable that the future economic benefits associated

with the expenditure will flow to the Group and the

cost of the item can be measured reliably. All other

costs, including ongoing repairs and maintenance, are

expensed as incurred.

Depreciation

Depreciation is based on the cost of an asset less its

residual value. Significant components of individual

assets are assessed and if a component has a useful life

that is different from the remainder of that asset, that

component is depreciated separately.

Depreciation is recognised in profit or loss on a straight

line basis over the estimated useful lives of each item

of equipment. Leased assets are depreciated over the

shorter of the lease term and their useful lives unless it is

reasonably certain that the Group will obtain ownership

by the end of the lease term.

The depreciation rates for the current and comparative

years of significant items of property, plant and

equipment are as follows:

Computer equipment21 - 40%

Office equipment8.5 - 67%

Leasehold improvements10 - 25%

Motor vehicles30%

Depreciation methods, useful lives and residual values

are reviewed at each reporting period and adjusted if

appropriate.

h. Intangible assets

Software

Acquired computer software licenses and costs

associated with developing computer software are

capitalised on the basis of the costs incurred to acquire

and bring to use the specific software. These costs are

amortised over their estimated useful lives of 2.5 to 5

years. Costs associated with maintaining computer

software programs are recognised as an expense as

incurred.

Development expenditure

Development expenditure incurred on a project is

capitalised as a long-term assets to the extent that such

expenditure is expected to generate future economic

benefits. Any development expenditure that does not

meet this criteria is recognised as an expense.

Development expenditure is capitalised if, and only if

the Group can demonstrate all of the following:

• its ability to measure reliably the expenditure

attributable to the asset under development;

• the product or process is technically and

commercially feasible;

• its future economic benefits are probable;

• its ability to use or sell the developed asset; and

• the availability of adequate technical, financial

and other resources to complete the asset under

development.

Capitalised development expenditure is measured at

cost less accumulated amortisation and impairment

losses, if any. Development expenditure initially

recognised as an expense is not recognised as an asset

in subsequent periods. In the event that the expected

future economic benefits are no longer considered

probable, the development expenditure is written down

to its recoverable amount.

34
PaySauce Limited

35

Annual Report 2020

FINANCIALS

Amortisation is recognised in the Statement of

Comprehensive Income on a straight-line basis and the

rate for the current and comparative years are as follows:

Software20 - 40%

Research and development

Research expenditure and development expenditure

that do not meet the criteria above are recognised as

an expense as incurred. Development costs previously

recognised as an expense are not recognised as an asset

in a subsequent period.

i. Impairment of non-financial assets

Non financial assets are tested for impairment whenever

events or changes in circumstances indicate that the

carrying amount may not be recoverable. The Group

conducts an annual internal review of asset values,

which is used as a source of information to assess for

any indicators of impairment. External factors, such

as changes in expected future processes, technology

and economic conditions, are also monitored to

assess for indicators of impairment. If any indication of

impairment exists, an estimate of the asset’s recoverable

amount is calculated.

An impairment loss is recognised for the amount

by which the asset’s carrying amount exceeds its

recoverable amount. The recoverable amount is the

higher of an asset’s fair value less costs to sell and value

in use. Value in use is determined by estimating future

cash flows from the use and ultimate disposal of the

asset and discounting these to their present value using

a pre tax discount rate that reflects current market rates

and the risks specific to the asset. For the purposes

of assessing impairment, assets are grouped at the

lowest levels for which there are separately identifiable

cash flows (cash generating units). Impairment losses

directly reduce the carrying amount of assets and are

recognised in profit or loss.

Non financial assets that suffered impairment are

reviewed for possible reversal of the impairment at each

reporting date.

j. Leases

The Group leases an office premises and various pieces

of equipment. Lease terms are negotiated on an

individual basis and contain a wide range of different

terms and conditions. These lease agreements do not

impose any covenants, but leased assets may not be

used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a

corresponding liability at the date at which the leased

asset is available for use by the Group. Each lease

payment is allocated between the liability and finance

cost. The finance cost is charged to profit or loss over the

lease period so as to produce a constant periodic rate

of interest on the remaining balance of the liability for

each period. The right-of-use asset is depreciated over

the shorter of the asset’s useful life and the lease term

on a straight-line basis.

Assets and liabilities arising from a lease are initially

measured on a present value basis. Lease liabilities

include the net present value of the following lease

payments:

• fixed payments (including in-substance fixed

payments), less any lease incentives receivable;

• variable lease payments that are based on an index

or a rate;

• amounts expected to be payable by the lessee

under residual value guarantees;

• the exercise price of a purchase option if the lessee

is reasonably certain to exercise that option, and;

• payment of penalties for terminating the lease, if

the lease term reflects the lessee exercising that

option.

The lease payments are discounted using the interest

rate implicit in the lease, if that rate can be determined,

or the group’s incremental borrowing rate.

Right-of-use assets are measured at cost, comprising the

following:

• the amount of the initial measurement of lease

liability;

• any lease payments made at or before the

commencement date less any lease incentives

received;

• any initial direct costs, and;

• restoration costs.

Payments associated with short-term leases and leases

of low-value assets are recognised on a straight line

basis as an expense in profit or loss. Short-term leases

are leases with a lease term of 12 months or less. Low-

value assets comprise IT-equipment and small items of

office furniture.

k. Trade and other payables

Trade payables are obligations to pay for goods or

services that have been acquired in the ordinary course

of business from suppliers.

Trade payables are recognised initially at fair value and

subsequently measured at amortised cost using the

effective interest method. As trade and other payables

are usually paid within 30 days, they are carried at face

value.

l. Employee benefits

Short term employee benefit obligations are measured

on an undiscounted basis and are expensed as the

related service is provided. A liability is recognised for

the amount expected to be paid under short term cash

bonus or profit sharing plans if the Group has a present

legal or constructive obligation to pay this amount as a

result of past service provided by the employee, and the

obligation can be estimated reliably.

The Group pays contributions to superannuation plans,

such as Kiwisaver. The Group has no further payment

obligations once the contributions have been paid. The

contributions are recognised as an employee benefit

expense when they are due. Prepaid contributions are

recognised as an asset to the extent that a cash refund

or a reduction in the future payments is available.

m. Provisions

A provision is recognised if, as a result of a past event,

the Group has a present legal or constructive obligation

that can be estimated reliably, and it is probable that an

outflow of economic benefits will be required to settle

the obligation. Provisions are determined by discounting

the expected future cash flows at a pre tax rate that

reflects current market assessments of the time value

of money and the risks specific to the liability. The

unwinding of the discount is recognised as a finance

cost.

n. Share capital

Ordinary shares are classified as equity. Incremental

costs directly attributable to the issue of ordinary shares

and share options are recognised as a deduction from

equity, net of any tax effects.

o. Revenue

Revenue arises mainly from payroll processing services,

and subsidy revenue.


To determine whether to recognise revenue, the Group

follows a 5-step process:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the

performance obligations

5. Recognising revenue when and as its

performance obligations are satisfied.

Revenue is recognised either at a point in time or over

time, when (or as) the Group satisfies performance

obligations by transferring the promised services to its

customers.

There are no significant estimates or judgements

surrounding recognition of revenue. Revenue

substantially arises from processing fees which includes

both fixed and incremental components based on the

36
PaySauce Limited

37

Annual Report 2020

FINANCIALS

number of pays processed for the customer which are

known as the revenue is recognised at the point in time

the service is provided.

Processing fees

Revenue from processing fees are recognised at a point

in time when the performance obligation has been

satisfied and is based on the amount of the transaction

price that is allocated to the performance obligation.

The transaction price is the amount of consideration to

which the Group expects to be entitled in exchange for

providing the service to the customer. The performance

obligation for processing fees is considered to be met

when the customer’s payroll has been processed.

Subsidy revenue

Subsidies received for performing PAYE services in the

course of ordinary activities is measured at the fair value

of the consideration received or receivable at a point

in time when the payroll processing that the subsidy

relates to has been incurred. The year ended March

2020 was the final year that this subsidy was available,

and has now been ceased.

Interest income

Interest income is accrued on a time basis by reference

to the principal outstanding and using the

effective interest rate method. Interest is determined

to be operating revenue by the Group, as interest is

generated from the balance of PAYE funds held due to

IRD, which is directly linked to the number of PaySauce

customers processing payroll.

Other operating revenue

Other operating revenue consists of implementation

costs, and one-off service provision. These revenues are

recognised upon completion of services at a point in

time.

Grants received

Grants received are recognised at their fair value where

it is highly probable that the grant will be received

and PaySauce has met any associated conditions.

This revenue is recognised at a point in time as the

conditions are met.

p. Interest expense

Interest expenses are recognised in profit or loss within

the Consolidated Statement of Comprehensive Income

as they accrue, using the effective interest method.

The effective interest method calculates the amortised

cost of a financial liability and allocates the finance

cost, including any fees and directly related transaction

costs that are an integral part of the effective interest

rate, over the expected life of the financial liability. The

application of the method has the effect of recognising

the expense on the financial liability evenly in proportion

to the amount outstanding over the period to maturity

or repayment.

q. Borrowing costs

Borrowing costs are recognised as an expense when

incurred except to the extent that they are directly

attributable to the acquisition, construction or

production of a qualifying asset, in which case the

borrowing costs are capitalised.

r. Income tax

Tax expense comprises current and deferred tax.

Current tax and deferred tax is recognised in profit or

loss except to the extent that it relates to a business

combination, or items recognised directly in equity or in

other comprehensive income.

Current tax is the expected tax payable or receivable

on the taxable income or loss for the reporting period,

using tax rates enacted or substantively enacted at the

reporting date, and any adjustment to tax payable in

respect of previous reporting periods. Current tax also

includes any tax liability arising from the declaration of

dividends.

Deferred tax is recognised in respect of temporary

differences between the carrying amounts of assets

and liabilities for financial reporting purposes and the

amounts used for taxation purposes. Deferred tax is not

recognised for:

• temporary differences on the initial recognition

of assets or liabilities in a transaction that is not

a business combination and that affects neither

accounting nor taxable profit or loss;

• temporary differences related to investments in

subsidiaries and jointly controlled entities to the

extent that it is probable that they will not reverse in

the foreseeable future; and

• taxable temporary differences arising on the initial

recognition of goodwill.

Deferred tax is measured at the tax rates that are

expected to be applied to temporary differences when

they reverse, using tax rates enacted or substantively

enacted at the reporting date.

In determining the amount of current and deferred tax

the Group takes into account the impact of uncertain

tax positions and whether additional taxes and interest

may be due. The Group believes that its accruals for tax

liabilities are adequate for all open tax years based on

its assessment of many factors, including interpretations

of tax law and prior experience. This assessment relies

on estimates and assumptions and may involve a series

of judgements about future events. New information

may become available that causes the Group to change

its judgement regarding the adequacy of existing tax

liabilities; such changes to tax liabilities will impact

tax expense in the period that such a determination is

made.

Deferred tax assets and liabilities are offset if there is a

legally enforceable right to offset current tax liabilities

and assets, and they relate to income taxes levied by

the same tax authority on the same taxable entity, or on

different tax entities, but they intend to settle current

tax liabilities and assets on a net basis or their tax assets

and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses,

tax credits and deductible temporary differences, to the

extent that it is probable that future taxable profits will

be available against which they can be utilised.

Deferred tax assets are reviewed at each reporting

date and are reduced to the extent that it is no longer

probable that the related tax benefit will be realised.

s. New standards and interpretations

adopted in the current period

NZ IFRS 16: Leases - impact of adoption

NZ IFRS 16: Leases replaces NZ IAS 17: Leases, and is

effective for annual reporting periods beginning on or

after 1 January 2019. PaySauce has adopted NZ IFRS 16

using the modified retrospective transition approach.

The lease assets comprise of the head office property

lease. Comparative figures for the year ended 31 March

2019 are not restated, but instead continue to reflect the

accounting policies under NZ IAS 17: Leases. Impacts of

the transition are detailed further in note 5 below.

PaySauce has elected not to reassess whether a contract

is, or contains a lease, at the date of initial application.

Instead, for contracts entered into before the transition

date PaySauce relied upon its assessment made

applying NZ IAS 17 and NZ IFRIC 4.

PaySauce has used the practical expedient of relying on

hindsight for determining the lease term of the property

lease.

PaySauce has elected to measure the right-to-use asset

recognised on adoption for the property lease equal to

the value of the lease liability calculated on 1 April 2019

(see note 9). No restatement of equity is required as a

result.

PaySauce has used the practical expedient of relying on

previous assessments of whether leases are onerous.

PaySauce has also elected not to recognise right-of-use

assets and lease liabilities for short term leases (lease

term less than 12 months) or leases of low-value assets

under NZ IFRS 16.

38
PaySauce Limited

39

Annual Report 2020

FINANCIALS

3. Statement of cash flows

The consolidated statement of cash flows has been

prepared using the direct approach.

Cash flows from related party receivables and

payables and borrowings have been netted to provide

meaningful disclosure to better reflect the activities of

the party providing the funding.

The following are the definitions of the terms used in

the consolidated statement of cash flows:

Operating activities

Operating activities include all transactions and other

events that are revenue producing activities and not

investing or financing activities;

Investing activities

Investing activities are those activities relating to the

acquisition, holding and disposal of property, plant

and equipment, intangible assets and of investments.

Investments can include securities not falling within the

definition of cash; and

Financing activities

Financing activities are those activities that result in

changes in the size and composition of the capital

structure. This includes both equity and debt not falling

within the definition of cash. Dividends paid (if any) in

relation to the capital structure are included in financing

activities.

4. Use of critical accounting

estimates and judgements

The preparation of the consolidated financial

statements in conformity with NZ IFRS requires

management to make judgements, estimates and

assumptions that affect the application of accounting

policies and the reported amounts of assets, liabilities,

income and expenses. Actual results may differ from

these judgements, estimates and assumptions.

Estimates and underlying assumptions are reviewed on

an on-going basis. Revisions to accounting estimates

are recognised in the period in which the estimates are

revised and in any future periods affected.

Information about critical judgements in applying

accounting policies that have the most significant effect

on the amounts recognised in the consolidated financial

statements is included in the following notes:

NZ IFRS 16: Leases - Lease Liabilities, Right-

of-use Assets

In determining the discount rate to measure the

present value of the lease payments remaining,

PaySauce has used the incremental borrowing rate of

the Group. Management has assessed that as PaySauce

is a growing SaaS business, and reliant on funding

given it is not yet returning a profit, funding is more

expensive due to the credit risk of a business of this

nature. When estimating this rate, PaySauce took into

consideration the market interest rates on commercial

property lending, and applied a risk factor to this for the

current stage of the company’s growth. The incremental

borrowing rate applied to the lease liabilities on 1 April

2019 was estimated at 9% by management.

Management has assessed the likelihood of exercising

renewal options, determining that it is likely the

property lease will be renewed for both rights of

renewal, extending the lease term from 4 to 8 years.

Capitalisation of intangible assets

Management considers the time and associated salary

cost of development staff to fall under the classification

of development expenditure for assessment purposes

in accordance with the principles outlined in the

intangible assets accounting policy in note 2(h)

above. No weighting of overheads is applied in these

calculations.

Accounting for finite life intangible assets

At each reporting date, the useful lives and residual

values of finite life intangible assets are reviewed.

Assessing the appropriateness of useful life and residual

value estimates of finite life intangible assets requires

a number of factors to be considered such as the

condition of the asset, expected period of use of the

asset by the Group, and expected disposal proceeds

from the future sale of the asset. Refer also notes 2(h)

and 10.

40
PaySauce Limited

41

Annual Report 2020

FINANCIALS

7. Trade and other receivables

8. Trade and other payables

20202019

$$

Trade receivables148,68442,983

GST receivable-102,565

148,684145,548

20202019

$$

Trade payables288,489487,095

Accruals55,00057,000

GST payable4,933-

Other creditors7,6503,537

356,072547,632

20202019

$$

Depreciation charge of right-of-use assets (building lease)42,981-

Interest expense (included in finance costs)29,637-

Expense relating to leases of low-value assets that are not shown above as short

term leases (included in other expenses)

4,735-

77,353‑

6. Leases

The statement of comprehensive income shows the

following amounts relating to leases:

The total cash outflow for leases for the year ended 31

March 2020 was $65,569.

$

Operating lease commitments disclosed at 31 March 2019307,660

Discounted using the lessee’s incremental borrowing rate at the date of initial application(148,520)

Different treatment of extensions and incentives280,000

Different treatment of lease commitments disclosed as inclusive of GST(39,750)

Different treatment of low value leases(2,910)

Lease liabilities recognised as at 1 April 2019396,480

Classified as:

Current lease liabilities31,196

Non-current lease liabilities365,284

Lease liabilities recognised as at 1 April 2019396,480

5. Adjustments recognised on

adoption of NZ IFRS 16

On adoption of NZ IFRS 16, PaySauce recognised lease

liabilities in relation to leases which had previously been

classified as ‘operating leases’ under the principles of NZ

IAS 17. These liabilities were measured at present value

of the remaining lease payments, discounted using

PaySauce’s incremental borrowing rate as at 1 April

2019. The incremental borrowing rate applied to the

lease liabilities on 1 April 2019 was 9%. PaySauce held no

finance leases at 31 March 2019.

The key impacts for the Group as at 1 April 2019 were:

• Additional right of use asset relating to the property

lease, recognised on transition at $396,480.

• Additional lease liability relating to the property

lease, recognised on transition at $396,480.

The key impacts for the Group for the year ended 31

March 2020 were:

• Increased net loss of $11,786 as the interest and

depreciation calculated under NZ IFRS 16 were

greater than the operating lease payments under

NZ IAS 16.

• A closing right of use asset relating to the property

lease, recognised on transition of $353,499.

• A closing lease liability relating to the property lease,

recognised on transition of $365,284.

A reconciliation of operating lease commitments at 31

March 2019 to the lease liability recognised at 1 April

2019 is shown below:

42
PaySauce Limited

43

Annual Report 2020

FINANCIALS

9. Property, plant and equipment10. Intangible assets

Right‑of‑

use Asset

(Property)

Office

Equipment

Leasehold

Improvements

Computer

Equipment

VehicleTotal

$$$$$$

Year ended 31 March 2019

Opening net book value‑6,7183,6998,44133,95952,817

Additions-21,347-34,474-55,821

Disposals-(304)-(6,655)-(6,959)

Depreciation-(3,713)(309)(6,483)(14,554)(25,059)

Closing net book value‑24,0483,39029,77719,40576,620

As at 31 March 2019

Cost-35,9134,42142,60048,513131,447

Accumulated depreciation-(11,865)(1,031)(12,823)(29,108)(54,827)

Net book value‑24,0483,39029,77719,40576,620

Year ended 31 March 2020

Opening net book value‑24,0483,39029,77719,40576,620

Additions396,48025,5688,52963,529-494,106

Disposals-(974)(3,389)(1,434)-(5,797)

Depreciation(42,981)(9,655)(657)(20,678)(14,554)(88,525)

Closing net book value353,49938,9877,87371,1944,851476,404

As at 31 March 2020

Cost396,48060,5079,561104,69548,513619,756

Accumulated depreciation(42,981)(21,520)(1,688)(33,501)(43,662)(143,352)

Net book value353,49938,9877,87371,1944,851476,404

WebsiteDevelopment

in progress

Computer

Software

Total

$$$$

Year ended 31 March 2019

Opening net book value815‑107,327108,142

Development costs recognised as an asset-157,596134,608292,204

Amortisation(815)-(102,902)(103,717)

Closing net book value‑157,596139,033296,629

As at 31 March 2019

Cost26,955157,596465,686650,237

Accumulated amortisation(26,955)(326,653)(353,608)

Net book value‑157,596139,033296,629

Year ended 31 March 2020

Opening net book value‑157,596139,033296,629

Development costs recognised as an asset-237,13391,868329,001

Development in progress recognised as Software-(349,105)349,105-

Amortisation--(63,260)(63,260)

Closing net book value‑45,624516,746562,370

As at 31 March 2020

Cost26,95545,624906,657979,236

Accumulated amortisation(26,955)-(389,911)(416,866)

Net book value‑45,624516,746562,370

Bank borrowings were secured on vehicles for the value of $4,851 (2019: $19,405).

44
PaySauce Limited

45

Annual Report 2020

FINANCIALS

11. Share capital

DateDetailsNotesNumber of Shares$

1 April 2018Opening Balance66,892,9141,999,977

Ordinary share issuei16,987,9941,145,000

Share based paymentii7,143,567500,000

Share based paymentiii22,329,6611,554,084

Share based paymentiv3,516,739309,278

31 March 2019Closing Balance116,870,8755,508,339

1 April 2019Opening Balance116,870,8755,508,339

Conversion of convertible notev2,495,4031,285,131

Rights issuevi11,974,8433,980,958

31 March 2020Closing Balance131,341,12110,774,428

PaySauce undertook a share consolidation on 12

July 2019, at a 50 : 1 ratio. Shareholders received one

PaySauce ordinary share for every 50 PaySauce ordinary

shares held at the time of consolidation.

The following ordinary shares were issued during the

periods. Where the share issue was prior to the share

consolidation, the 50 : 1 ratio has been used to calculate

the equivalent number of PaySauce Limited shares that

would have been issued. This has also been applied to

the comparative figures for the year ended 31 March

2019.

i. On 13 August 2018: PaySauce Operations Limited

issued 16,987,994 shares at $0.07 per share to raise

$1,145,000 as total consideration.

ii. On 13 August 2018: PaySauce Operations

Limited issued 7,143,567 shares at $0.07 per

share to Coulthard Barnes (PaySauce) Limited in

consideration for services rendered. The fair value

of services received of $500,000 including GST

has been measured directly. The value was agreed

between knowledgeable, willing parties in an arm’s

length transaction.

iii. On 13 August 2018: PaySauce Operations Limited

issued 22,329,661 shares at $0.07 per share to its

founders and key employees in consideration for

services rendered. The fair value of the services

could not be measured directly because they were

granted as part of a bonus arrangement rather

than as an element of basic remuneration. The

value has therefore been measured by reference

to the fair value of the equity instruments granted.

The fair value of the equity instruments granted of

$1,554,084 has been determined with reference to

an agreement between the PaySauce Operations

Limited and the founders and key employees.

iv. On 21 December 2018: As part of the reverse

acquisition transaction PaySauce Operations

Limited is deemed to have issued 3,516,739 shares

at $0.09 cents per share to the shareholders

of PaySauce Limited, resulting in a fair value

of $309,278. The valuation was based on the

value of PaySauce Operations Limited and was

independently determined to be not unreasonable

by Simmons Corporate Finance.

v. On 28 January 2020: PaySauce converted the

outstanding convertible loan note agreement with

Public Trust Nominees Class 10 Limited to shares, in

accordance with the provisions of the agreement.

The agreement was entered into on 28 June 2019,

for a term of 24 months after which the notes

were to convert into ordinary shares, unless either

the holder or issuer elects to convert the notes at

an earlier date. The total value of the drawdown,

inclusive of accrued interest, was $1,285,131, resulting

in an issue of 2,495,403 new shares at the conversion

price of $0.51 per share.

vi. On 9 March 2020: PaySauce completed the initial

allotment of shares under its rights issue announced

to shareholders on 11 February 2020. The allotment

on 9 March 2020 resulted in 11,974,843 shares being

issued at a price of $0.34 cents per share, a net

raise of $3,980,958 after directly attributable costs.

The issue was not fully subscribed, and PaySauce

announced it would seek to place the remaining

share capital over the subsequent 90 day window in

accordance with the NZX listing rules. The available

shares remaining for allotment as at 31 March 2020

were 5,077,482.

All ordinary shares do not have a par value. They have

equal voting rights and share equally in dividends and

surplus on liquidation.

No dividends were declared or paid during the

reporting period (2019: None).

Capital Risk Management

The Company considers its capital to comprise its

ordinary share capital, accumulated retained earnings

and other reserves.

When managing capital, management’s objective

is to achieve optimal long term capital returns to

shareholders and benefits for other stakeholders.

Management also aims to maintain a capital structure

that ensures the lowest cost of capital available to the

Company.

46
PaySauce Limited

47

Annual Report 2020

FINANCIALS

12. Earnings / (loss) per share

13. Operating revenue

14. Other gains / (losses) - net

15. Employee expenses

There are no financial investments on issue that will

dilute the basic earnings per share amounts noted

above.

Basic earnings per share is calculated by dividing

the profit / (loss) attributable to equity holders of the

Company by the weighted average number of ordinary

shares on issue during the period.

A fair value gain was previously recognised in relation to

the lending from Coulthard Barnes (PaySauce) Limited.

As this lending was repaid during the year, the fair value

gain has subsequently been unwound.

PaySauce undertook a share consolidation on 12

July 2019, at a 50 : 1 ratio. Shareholders received one

PaySauce ordinary share for every 50 PaySauce ordinary

shares held at the time of consolidation. A 50 : 1 ratio

has been used to calculate the equivalent number of

PaySauce Limited shares, and has been applied to the

comparative figures for the year ended 31 March 2019.

20202019

Basic earnings per share$$

Net loss used in calculating earnings per share(2,363,002)(4,376,500)

Weighted average number of ordinary shares for basic earnings per share118,039,36697,295,226

Basic loss per share (dollars per share)(0.020)(0.045)

20202019

$$

Revenue from contracts with customers1,210,422620,902

Revenue from other sources547,841300,666

Total operating revenue1,758,263921,568

20202019

$$

Gain on acquisition of loan-1,347,226

Fair value gain / (loss) on revaluation of related party loan(92,924)92,924

Foreign currency losses(23)(7,735)

Total other gains / (losses) ‑ net(92,947)1,432,415

20202019

$$

Employee bonus issue-1,554,082

Salaries1,706,541660,465

Kiwisaver employer contribution49,8678,742

Staff medical insurance11,1645,956

Fringe benefit tax13,601-

Total employee expenses1,781,1732,229,245

48
PaySauce Limited

49

Annual Report 2020

FINANCIALS

16. Other expenses18. Tax expense

17. Finance costs

The Group holds tax losses of $5,846,570 as at 31 March

2020 (2019: $3,800,250) available to carry forward,

subject to shareholder continuity being maintained.

20202019

$$

Administration and Management Services223,36273,231

Advertising, PR and Marketing245,517183,992

Audit Fees55,00057,000

Hosting Expenses66,94433,679

Legal, Consulting and Accounting295,68110,746

Listing Costs9,3543,644,004

Office Running and Rent60,09464,964

Other Overheads543,895214,770

Travel172,60385,748

Total other expenses1,672,4504,368,134

20202019

$$

(a) Income Tax

Net Loss before tax for the period(2,363,002)(4,376,500)

Tax Losses Carried Forward(3,800,250)(1,605,142)

Permanent Differences295,7252,126,403

Temporary Differences20,95754,989

Tax Losses to Carry Forward(5,846,570)(3,800,250)

Income Taxation at prevailing tax rates(1,637,040)(1,064,070)

Tax Losses not recognised1,637,0401,064,070

‑‑

(b) Deferred Tax

Opening Deferred Tax Asset / (Liability)--

Increases to Deferred Tax--

Decrease to Deferred Tax--

Closing Deferred Tax Asset / (Liability)‑‑

(c) Imputation Credits

Balance at the end of the period‑‑

20202019

$$

Interest Paid11,0184,328

Finance Cost - Interest on Convertible Note251,133-

Finance Cost - Interest on Lease29,637-

Finance Cost - Interest on Related Party Lending148,042-

Total finance costs439,8304,328

50
PaySauce Limited

51

Annual Report 2020

FINANCIALS

19. Related party transactions

Related PartyRelationship

Cloud Investments LimitedEntity controlled by Director

Woodward Partners LimitedEntity controlled by Director

Coulthard Barnes (PaySauce) LimitedEntity controlled by Director (now retired)

Catalyst.Net LimitedPartial common ownership

Catalyst Cloud LimitedPartial common ownership

Marsland Consulting LimitedPartial common ownership

Mandy SimpsonDirector, Minor Shareholder

Nick LewisDirector, Chair, Minor Shareholder

Gavin ThompsonDirector, Minor Shareholder

Andrew BarnesDirector (now retired), Chair (now retired), Major Shareholder

Anusha Fernando BarnesClose Family Member of Andrew Barnes, Minor Shareholder

Jaime MonaghanChief Financial Officer, Minor Shareholder

Asantha WijeyeratneChief Executive Officer, Major Shareholder

Troy TarrantChief Technology Officer, Major Shareholder

(b) Related party transactions and balances

The Group had related party dealings with the following

related parties during the reporting periods:

(a) Key management personnel compensation

Key management personnel are defined as those

persons having authority and responsibility for planning,

directing and controlling the activities of the Group,

directly or indirectly and include the Directors, the

Chief Executive Officer and senior managers.

20202019

$$

Directors’ fees70,00015,000

Short term employee benefits433,516209,837

Share based payments-1,554,082

Total key management personnel compensation503,5161,778,919

Related party payables$$

Catalyst.Net Limited-3,680

Catalyst Cloud Limited8,0974,433

Coulthard Barnes (PaySauce) Limited-792,840

Mandy Simpson3,3542,875

Marsland Consulting Limited6,36311,892

Woodward Partners Limited5,7502,875

Total related party payables23,564818,595

20202019

Related party transactions$$

Purchases from Coulthard Barnes (PaySauce) Limited

Advisory services-434,783

Interest expenditure148,042-

Purchases from Catalyst.Net Limited

Consulting services4,40031,375

Purchases from Catalyst Cloud Limited

Cloud hosting services66,94433,679

Purchases from Marsland Consulting Limited

Consulting services59,53271,617

Purchases from Mandy Simpson

Director fees32,5007,500

Purchases from Woodward Partners Limited

Director fees37,5007,500

(Receipts) from Woodward Partners Limited

Payroll processing services(205)(120)

Total related party transactions348,713586,334

During the year Coulthard Barnes (PaySauce) Limited

advanced further funds of $931,924. These funds, and

the opening balance of the lending at 31 March 2019

were repaid during the year. Interest was charged on

this lending, as shown as noted above, and in note 17.

Fair value adjustments made to the closing balance

as at 31 March 2019 were subsequently reversed upon

payment of the interest that wasn’t charged in the 31

March 2019 year, as shown in note 14.

During the year Cloud Investments Limited advanced

funds of $115,000 during the year, these funds were also

52
PaySauce Limited

53

Annual Report 2020

FINANCIALS

repaid during the year. No interest was charged on this

lending, and no fair value adjustments were made to

this lending, due to the short term nature of the lending,

with repayment occurring during the financial year.

PaySauce completed its initial allotment for its Rights

Issue on 9 March 2020. As part of this process several

key management personnel and related parties were

allotted rights, bought and sold rights, and subscribed

to these rights for shares. In addition to the related

party transactions disclosed above. A summary of these

transactions is provided below:

Rights Issue Summary for Key Related PartiesRights

Allotted

Rights

Sold

Rights

Purchased

Rights

Subscribed

to for Shares

Andrew Barnes (former Chair & Director)

Qty3,340,951--2,346,153

Value ($)---797,692

Asantha Wijeyeratne

Qty5,967,1632,027,497--

Value ($)-176,127--

Gavin Thompson

Qty251,727--251,727

Value ($)---85,587

Jaime Monaghan

Qty--150,000150,000

Value ($)---51,000

Mandy Simpson

Qty--147,059147,059

Value ($)---50,000

Nick Lewis

Qty105,976--105,976

Value ($)---36,032

Troy Tarrant

Qty2,389,947362,450--

Value ($)-70,542--

20. Financial instruments

Details of the significant accounting policies and

methods adopted, including the criteria for recognition,

the basis of measurement and the basis on which

income and expenses are recognised, in respect of

each class of financial asset, financial liability and equity

instrument are disclosed in note 2 (e) above.

(a) Categories of Financial Assets & Liabilities

The carrying amounts presented in the statement of

financial position relate to the following categories of

assets and liabilities.

The Group is exposed to a variety of financial risks. The

financial risks arise from the business activities of the

Group. The specific financial risks that the Group is

exposed to are discussed below.

20202019

Financial assets$$

Financial assets at amortised cost

Cash and cash equivalents13,589,1586,313,146

Deposits1,650,000-

Trade and other receivables148,68442,983

Total financial assets15,387,8426,356,129

20202019

Financial liabilities$$

Financial liabilities at amortised cost

Funds due to customers and IRD13,449,4996,273,862

Trade and other payables356,072547,632

Non-interest bearing liabilities-699,916

Employee benefits186,26458,792

Other liabilities42,15581,580

Total financial liabilities14,033,9907,661,782

54
PaySauce Limited

55

Annual Report 2020

FINANCIALS

(b) Market Risk

(i) Credit risk

The Group manages its exposure to credit risk by

the application of credit approvals and monitoring

procedures on an ongoing basis. For other financial

assets (including cash and bank balances), the Group

minimises credit risk by dealing exclusively with high

credit rating counterparties.

Credit risk concentration profile

The Group manages credit risk by placing its cash and

short term investments with high quality financial

institutions. The majority of the Cash and Cash

Equivalents is held with ASB Bank with a A+ Fitch

Rating.

Exposure to credit risk

As the Group does not hold any collateral, the

maximum exposure to credit risk is represented by the

carrying amount of the financial assets as at the end of

the reporting period.

(ii) Liquidity risk

Liquidity risk arises mainly from business activities. The

Group manages liquidity risk by ensuring cash flow is

planned ahead of time, and funding is planned and

organised when required, to ensure the Group will be

able to meet its financial obligations. The following table

sets out the maturity profile of the financial liabilities as

at the end of the reporting period based on contractual

undiscounted cash flows (including interest payment

computed using contractual rates or, if floating, based

on the rate at the end of the reporting period):

Carrying

amount

Total0‑6

months

7‑12

months

1‑2

years

2‑5

years

$$$$$$

Year ended 31 March 2019

Funds due to customers and IRD6,273,8626,273,8626,273,862---

Trade and other payables547,632547,632547,632---

Employee benefits58,79258,79258,792---

Other liabilities81,58081,58081,580---

Non-interest bearing liabilities699,916699,916--699,916-

Total7,661,7827,661,7826,961,866‑699,916‑

Year ended 31 March 2020

Funds due to customers and IRD13,449,49913,449,49913,449,499---

Trade and other payables356,072356,072356,072---

Employee benefits186,264186,264186,264---

Other liabilities42,15542,15542,155---

Total14,033,99014,033,99014,033,990‑‑‑

(iii) Interest rate risk

PaySauce’s interest rate risk arises from the interest

that it earns from its cash and cash equivalents. These

funds are subject to variable interest rates that expose

PaySauce to cash flow interest risk rate. PaySauce does

not currently use any derivative products to manage

interest rate risk.

As at balance date, none of the funds were held in

deposits subject to interest periods of greater than 12

months.

An analysis of the sensitivity of the Group’s earnings due

to movements in interest rates is shown below.

The above information is calculated by applying the

effective movement to the average balance of cash

and cash equivalents. Cash and cash equivalents and

Deposits total $15,239,158 (2019: $6,313,145).

21. Fair values of financial assets

and liabilities

The carrying values of short term financial assets and

liabilities approximate their fair values. Short term

financial assets include cash, trade and other receivables

and related party receivables. Related party receivables

carrying values approximate their fair values.

22. Going concern

The consolidated financial statements have been

prepared on a going concern basis.

The Group made a net loss before tax of $2,363,002 for

the year ended 31 March 2020 (2019: $4,376,500), has

equity at 31 March 2020 of $2,242,344 (2019: negative

equity $660,743) and net current assets/(liabilities) of

$1,529,612 (2019: negative $319,388). The Group does not

currently generate sufficient revenues to meet operating

costs and the Group does not operate a facility of debt

to draw upon.


The Directors consider that the Group has sufficient cash

on hand combined with cash flows from operations

20202019

Effect on net profit before income tax$$

1% increase in interest rate107,76249,639

1% decrease in interest rate(107,762)(49,639)

56
PaySauce Limited

57

Annual Report 2020

FINANCIALS

23. Reconciliation of net loss

after tax to net cash flows from

operations

20202019

$$

Net Loss after taxation(2,363,002)(4,376,500)

Add back / (deduct) non‑cash items:

Depreciation & amortisation151,785128,776

Share based payments-1,554,082

Listing costs - reverse acquisition-2,542,667

Loss on disposal of fixed assets3,651-

Other non-cash & non-operating items492,098(1,432,415)

(1,715,468)(1,583,390)

Movement in working capital:

(Increase)/decrease in Trade and other receivables(39,092)(108,532)

(Increase)/decrease in Prepayments and other assets6,686(86,829)

Increase/(decrease) in Funds due to customers and IRD7,175,6382,863,521

Increase/(decrease) in Trade and other payables(196,495)470,574

Increase/(decrease) in Employee benefits127,47229,191

Increase/(decrease) in Other liabilities(39,425)23,256

Increase/(decrease) in Sponsorship revenue in advance-(87,500)

Net cash inflow from operating activities5,319,3161,520,291

and funds received from capital raised during the

year (note 11) and subsequent to year end (note 28) to

continue operating for the foreseeable future, which is

not less than 12 months from the date these financial

statements are approved for issue. As a result, the Group

does not intend to raise further capital. The uncertainty

of meeting forecasted financial performance creates a

material uncertainty that may cast doubt on PaySauce’s

ability to continue as a going concern and therefore

PaySauce may be unable to realise its assets and

discharge its liabilities in the normal course of business.

Notwithstanding the uncertainty to meet forecasted

financial performance the Directors are confident that

PaySauce remains a going concern.

26. Investments in subsidiary

The Company had the following subsidiaries at 31 March

2020:

Entity NameDate of

incorporation

Nature of

business

Equity

held

Value

held

Country of

incorporation

Balance

date

%$

PaySauce Operations Limited07/01/2015Payroll service

provider

100309,278New Zealand31 March

Right Remuneration Limited22/01/2015Payroll service

provider

100-New Zealand31 March

Payroll.Kiwi Limited01/08/2017Management

consulting

100-New Zealand31 March

24. Segment reporting

The Group is organised into one reportable operating

segment only, being cloud based employment solutions

software to small and medium-sized New Zealand

businesses. The Group’s product and service offering is

that of mobile timesheets, payroll calculations, banking

integration, PAYE filing, labour costing, automated

general ledger entries and digital employment

contracts. The chief operating decision maker has been

identified as the Board of Directors, as it makes all key

strategic resource allocation decisions (such as those

concerning acquisition, divestment and significant

capital expenditure).

25. Contingencies

As at 31 March 2020 the Group had no contingent

liabilities or assets (2019: $nil)

58
PaySauce Limited

59

Annual Report 2020

FINANCIALS

27. Funds due to customers and

IRD

This liability represents balances due to other parties

in relation to the payment of clients’ wages and other

deductions in the ordinary business of PaySauce.

The deductions include an amount payable to the

Inland Revenue to settle the PAYE, student loan and

other IRD liabilities that have arisen when our clients

have processed their payrolls. As an IRD intermediary,

PaySauce has deducted the amounts payable from

clients, and is liable for the settlement with the IRD.

28. Events occurring after the

reporting period

No adjusting or significant non-adjusting events have

occurred between the reporting date and the date of

authorisation.

The following significant non-adjusting event occurred

after the reporting date:

• On 30 April 2020, a further 3,430,245 shares

were issued at a price of $0.34 cents raising a

further $1,166,283 of cash, as part of the ongoing

placements of the remaining Rights Issue shares.

This brought the total remaining shares available

as part of the ongoing Rights Issue placement to

1,647,237 as at 30 April 2020.

• On 15 May 2020, a further 1,647,237 shares were

issued at a price of $0.34 cents raising a further

$560,061 of cash. This was the final allotment, and

completed the Rights Issue that was announced

on 11 February 2020, for a total capital raise (before

costs of raising capital) of $5,797,791.

COVID-19

COVID-19 is impacting all industries, and PaySauce is no

exception, however it is not anticipated that there will

be any significant negative outcomes for the business

operations, financial performance, nor financial position

of the Group. This consideration is made with the

following key factors in mind:

• PaySauce’s business operations are able to continue

with minimal interruption upon enactment of our

Business Continuity Plan (BCP).

• The PaySauce product is cloud-based, enabling

clients to continue to use the service uninterrupted

when they enacted their BCP. PaySauce’s customer

base predominantly consists of businesses from

New Zealand’s agricultural primary industry, one of

the other lesser impacted sectors from COVID-19 in

New Zealand.

• PaySauce is yet to see, and does not anticipate

seeing customers asking to defer payments, partly

due to the nature of our billing (at a point in time

as the service is provided, automatically deducted),

and that the cost is relatively small on a monthly

per customer basis compared to other business

expenses.

• Payroll is the core of our service provision, and is

an essential service for New Zealand businesses.

We anticipate continued growth with new

customers seeking cloud based payroll solutions

outnumbering any increase potential in churn.

59

Annual Report 2020

60
PaySauce Limited

61

Annual Report 2020

CORPORATE GOVERNANCE

Corporate

Governance

60

PaySauce Limited

This section is structured around the principles detailed

in the Code, and explains how PaySauce is applying

the Code’s recommendations. PaySauce documents

referred to in this section are also at

https://www.paysauce.com/investor/

Strong corporate governance protects and

provides for our shareholders, customers,

staff, and stakeholders. Our approach to

the recommendations outlined in the NZX

Corporate Governance Code (the Code) are

set out below.

The Board considers that, as at 28 May 2020, the

Company complied with the recommendations set

by the NZX Corporate Governance Code 2020, unless

stated in the sections outlined below, or in PaySauce’s

Corporate Governance Code.

62
PaySauce Limited

63

Annual Report 2020

CORPORATE GOVERNANCE

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.”

Code of ethics

Our code of ethics exists to help our directors, senior

management, and employees with not just doing well,

but doing good.

This sets the standard of conduct for all our people. It’s

intended to support decision-making that aligns with

PaySauce’s values, business goals, and legal and policy

obligations. The board approves the code of ethics,

which covers:

• conflicts of interest

• accepting gifts or benefits

• dealing with conflicts of interest

• protecting company assets

• complying with laws and policies

• maintaining confidentiality

• valuing personnel

• transparency

All new directors and employees receive a copy of the

code of ethics.

Securities trading policy

PaySauce respects the integrity of New Zealand’s

financial markets and insider trading laws. Our securities

trading policy outlines how those laws apply, and the

rules we’ve put in place to make sure our people follow

the law.

Principle 2

Board composition

and performance

“To ensure an effective board, there should

be a balance of independence, skills,

knowledge, experience”

The board of directors

The directors are responsible for the corporate

governance practices of the company. The board’s

practices are detailed in the Company’s corporate

governance code, which lays out protocols for board

operations.

This code complies with the relevant recommendations

in the NZX Corporate Governance Code, and is reviewed

annually.

The board’s primary role is to represent and promote

the interests of shareholders, ultimately adding long-

term value to the company’s shares.

The board carries out its responsibilities according to the

following mandate.

• the Board shall have a minimum number of three

directors and a maximum of 10;

• the Board shall have at least two directors ordinarily

resident in New Zealand;

• the Board shall maintain at least two Independent

Directors (as defined in the NZX Main Board Listing

Rules). Where there are eight or more directors, the

board will maintain three or one-third (rounded

down to the nearest whole number) of the total

number of directors, whichever is the greater;

• a majority of the directors should not be executives

of the Company;

• a director should not have any significant conflict

of interest that is potentially detrimental to the

Company, other than and to the extent dealt with in

Directors, certain employees, and related parties need

approval from PaySauce to trade in the company’s

shares. Trading is limited to defined “trading windows”.

The directors’ shareholdings and trading of shares

during the year by the directors is published under

Directors’ disclosures. A director or senior manager must

advise the NZX promptly if they trade in the company’s

shares.

the Corporate Governance Code of the Company;

• the Board seeks diversity in the skills, attributes and

experience of its members across a broad range of

criteria, to represent the diversity of shareholders,

business types and regions in which the Company

operates; and

• the Board elects a chairperson, and can replace

them at any time.

• Management must provide the board with accurate

information within the timeframe required for the

board to effectively discharge its duties.

• The effectiveness and performance of the board

and its individual members should be re-evaluated

annually.

As at 31 March 2020 the Board comprised of four

Directors:

• Asantha Wijeyeratne – Executive Director and CEO

• Gavin Thompson – Non-executive Director

• Mandy Simpson – Independent Director

• Nick Lewis – Independent Chair

Independence of directors is determined by assessing

the directors against the following factors:

• Not currently, or historically (with 3 years) employed

in an executive role with PaySauce;

• Not currently holding a senior role in a provider of

material professional services to PaySauce;

• No current material business relationship (i.e. as a

supplier or customer) to PaySauce;

• Not currently a substantial product holder of

PaySauce or a senior manager of a product holder

of PaySauce;

• No current material contractual relationship with

PaySauce, other than as a director;

• No close family ties with anyone who would fall into

the above categories;

• Has not been a director of PaySauce for a length of

time that may compromise independence.

64
PaySauce Limited

65

Annual Report 2020

CORPORATE GOVERNANCE

On 20 December 2019, Andrew Barnes resigned from

his position as Chair, effective 31 December 2019.

Following Andrew Barnes’ resignation, PaySauce’s board

appointed Nick Lewis (previously Independent Director)

as Independent Chair, effective 1 January 2020.

More information on the directors, including their

relevant interests, and shareholdings, is provided in the

Directors’ disclosures section of this report and is on the

company’s website.

Day-to-day management of PaySauce is delegated to

the chief executive and the senior executive team.

The board’s responsibilities

The primary responsibilities of the board are to:

• provide overall governance and strategic leadership;

• oversee management’s implementation of the

Company’s strategic objectives and performance;

• oversee the development, adoption and

communication of a clear strategy for the Company;

• oversee accounting and reporting systems and

ensure the quality and independence of the

Company’s external audit process;

• adopt and regularly review the risk management

framework;

• appoint a chairperson of the Board and the CEO;

• review and approve the Company’s operating

budgets and major capital expenditure;

• adopt and review the Company’s remuneration

policy and other corporate governance documents;

• ensure compliance with the Company’s

Constitution, continuous disclosure obligations, and

the relevant laws, listing rules and regulations and

auditing and accounting principles;

• implement and periodically review the Company’s

Code of Ethics, foster high standards of ethical

conduct and personal behaviour and hold

accountable those who engage in unethical

behaviours;

• periodically assess its own effectiveness in carrying

out these functions and the other responsibilities of

the Board.

On appointment to the board by the shareholders, new

directors sign a written agreement that covers the terms

of their appointment.

Every year, the board and sub-committees critically

evaluate their own performance and processes. This

will identify any training opportunities for individual

directors to maintain relevant and up-to-date skills for

their role.

Independent professional advice

With the prior approval of the chair, each director may

seek independent legal and professional advice, at the

company’s expense, about any aspect of PaySauce’s

operations to assist in fulfilling their duties as director.

Diversity

The PaySauce board and management are determined

that all eligible candidates should have equal

opportunity to demonstrate their skills and experience

for all roles. This forms the basis of our diversity policy.

PaySauce embraces uniqueness in our people and

welcomes diversity. We believe that difference builds

resilience and innovation. We encourage our employees

to be curious and open-minded, embracing wide-

ranging perspectives and working to meet the needs of

individuals.

Our approach to diversity is to continually develop a

work environment that supports equality, exchange and

inclusion. We believe in accommodating, rather than

minimising, the different needs of our people.

For future years the board will set measurable objectives

for PaySauce’s diversity policy. Progress against these

objectives will be assessed annually. The board will

make sure PaySauce’s objectives are useful and practical

for promoting diversity and inclusion.

We have achieved the following gender diversity as at 31

March 2020:

*Note - Comparative figures as at 31 March 2019 have

been aligned for the new categories of classification.

Staff members that are not part of the Executive

Leadership Team, but were categorised as Senior

Management, are now categorised as Employees.

DirectorsExecutive

Leadership Team

Employees

As at 31 March 2019*

Male427

Female107

Total5214

As at 31 March 2020

Male3310

Female1114

Total4424

66
PaySauce Limited

67

Annual Report 2020

CORPORATE GOVERNANCE

Principle 3

Board committees

“The board should use committees

where this will enhance its effectiveness

in key areas, while still retaining board

responsibility.”

Audit and Risk Committee

The Audit and Risk Committee (“ARC”) assists the board

in financial reporting, and risk and financial/secretarial

compliance.

The ARC makes recommendations to the board on

appointing external auditors to ensure that their

independence. The ARC also monitors 5-yearly rotation

of the lead audit partner.

The ARC facilitates communication between the board

and external auditors. The committee’s responsibilities

include:

• reviewing the appointment of the external auditor,

the annual audit plan, and addressing auditor

recommendations

• reviewing publicly released dividend proposals and

financial information

• ensuring that appropriate financial systems and

internal controls are in place.

The ARC must include at least three directors, and

consist of only non-executive directors and have a

majority of independent directors. At least one member

must be a director with an accounting or financial

background.

Principle 4

Reporting and

disclosure

“The board should demand integrity in

financial and non-financial reporting, and

in the timeliness and balance of corporate

disclosures.”

Reporting and disclosure

The board is committed to providing accurate, thorough,

and timely information to existing shareholders and to

the market. This means all investors can make informed

decisions about PaySauce.

As an NZX listed company, PaySauce must comply with

disclosure requirements under the NZX Main Board

Listing Rules. PaySauce recognises the importance

of these requirements in providing equal access for

all investors, or potential investors, to price-sensitive

information.

The market disclosure policy outlines PaySauce’s

obligations to meet disclosure requirements.

It also covers related issues, including external

communications.

At present, PaySauce has not provided detailed

reporting on environmental, economic and social

sustainability risks, because it is in the early stages

of reporting on non-financial information. PaySauce

will consider providing more detailed non-financial

reporting in the coming financial years.

The board chair cannot also be the chair of the audit

committee. The current members are Mandy Simpson

(Chair), Nick Lewis, and Gavin Thompson, of which

Mandy and Nick are independent non-executive

directors.

The committee usually invites the chief executive, chief

financial officer, head of finance, and external auditors

to attend ARC meetings. The committee also regularly

meets with the external auditors without management

present, to broach any issues with managerial

performance.

PaySauce publishes key governance and other relevant

documents in the investor centre of our website:

https://www.paysauce.com/investor/

Significant announcements made to the NZX and

reports are also posted on the company’s website.

68
PaySauce Limited

69

Annual Report 2020

CORPORATE GOVERNANCE

Principle 5

Remuneration

“The remuneration of directors and

executives should be transparent, fair and

reasonable.”

The board is responsible for setting individual directors’

fees, and monitoring the remuneration of the chief

executive and executive leadership team.

PaySauce has in place a remuneration policy, outlining

the key principles that influence remuneration

practices. This can be found in the Company’s Corporate

Governance Code, located on the Company’s website

(at the date of this report, located in section 15 of the

Company’s Corporate Governance Code at

https://www.paysauce.com/investor/).


Further details and disclosures are outlined in the

disclosures section of this document.

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 Company has appropriate processes

that identify and manage potential and

material risks.”

The board is responsible for overseeing internal controls

to manage key risks, and has overall responsibility for

managing risk.

The company maintains a risk register to identify and

manage risk. The executive team is responsible for

maintaining this register, and reporting to the board on

a regular basis.

Through the ARC, the board considers the

recommendations of external auditors. The board sees

that those recommendations are investigated and

appropriate action is taken, where necessary.

Principle 7

Auditors

“The board should ensure the quality

and independence of the external audit

process.”

The Audit and Risk Committee (“ARC”) makes

recommendations to the board to appoint an

external auditor. The committee also monitors the

independence and effectiveness of the external auditor,

and reviews and approves any non-audit services they

perform.

The committee regularly meets with the external

auditor to approve the terms of engagement, audit

partner rotation (at least every 5 years) and audit fee,

and to review and provide feedback on the annual audit

plan.

The committee routinely meets with PaySauce’s external

auditor, Grant Thornton, without management present.

Grant Thornton also attends PaySauce’s AGM.

The company continually monitors its internal control

environment.

Principle 8

Shareholder rights

and relations

“The board should respect the rights of

shareholders and foster constructive

relationships with shareholders that

encourage them to engage with the issuer.”

Information for shareholders

The company seeks to help investors understand its

activities, by communicating effectively and providing

clear and balanced information.

The company website (www.paysauce.com) provides

an overview of the business and information about

its activities. This includes details of the company’s

services, latest news, investor information, key corporate

governance information, and copies of significant NZX

announcements. The website also provides profiles of

the directors and the senior executive team.

Shareholders have the right to vote on PaySauce’s

major decisions, in line with the requirements of the

Companies Act 1993 and the NZX Main Board Listing

Rules.

Communicating with shareholders

PaySauce works to keep investors well informed, and

regularly provides information about current operations

and future plans.

PaySauce sends notice of the AGM to shareholders, and

publishes it on the company website at least 28 days

before the meeting each year.

70
PaySauce Limited

71

Annual Report 2020

DISCLOSURES

Disclosures

70

PaySauce Limited

Employee remuneration

The table below sets out the number of PaySauce

Group employees and former employees who received

remuneration and other benefits, including non-cash

benefits and share-based remuneration in excess of

$100,000 per annum. Director remuneration is not

included in the table below, and instead set out in a

separate section below.

Note – Remuneration for the year ended 31 March

2019 included one-off recognition for historic time

and knowledge contributions to the Company prior to

listing, not previously recognised during the start-up

phase. These costs have normalised for the year ended

31 March 2020.

Donations

No donations were made by the Group during the year

ended 31 March 2020 (2019: $Nil).

20202019

Remuneration range# Employees# Employees

$100,000 - $109,99920

$120,000 - $129,99920

$150,000 - $159,99912

$160,000 - $169,99901

$460,000 - $469,99901

72
PaySauce Limited

73

Annual Report 2020

DISCLOSURES

Board meeting attendance

Board meetings are held in person and/or by

teleconference. The Directors attended the following

board meetings during the year ended 31 March 2020:

Note - If a director was not a member of a particular

committee at the time of the relevant meetings ‘-‘ has

been recorded.

*Note - Andrew Barnes resigned as Chair and Director

on 20 December 2019, effective 31 December 2019.

*Note - Andrew Barnes resigned as Chair and Director

on 20 December 2019, effective 31 December 2019.

Directors’ share transactions

Directors disclosed, pursuant to section 148 of the

Companies Act 1993 and Part 5 of the Financial Markets

Conduct Act 2013, the following acquisitions and

disposals of relevant interest in PaySauce ordinary shares

during the year ended 31 March 2020:

DirectorBoard Meetings AttendedARC Meetings Attended

Andrew Barnes*4 of 9-

Asantha Wijeyeratne8 of 9-

Gavin Thompson8 of 94 of 4

Mandy Simpson9 of 94 of 4

Nick Lewis9 of 94 of 4

DirectorRegistered holder /

associated entity

Number

of shares

acquired /

(disposed)*

ConsiderationDateNotes

Andrew Barnes*Coulthard Barnes

(PaySauce) Limited

2,346,153$797,692Mar-20Subscribed to

renounceable rights offer

Andrew Barnes*Cloud Investments

Two Limited

335,389$114,032Mar-20Subscribed to

renounceable rights offer

Andrew Barnes*Anusha Fernando

Barnes

59,537$20,243Mar-20Subscribed to

renounceable rights offer

Andrew Barnes*Hibernian Capital

No 2 Limited

37,210$12,651Mar-20Subscribed to

renounceable rights offer

Andrew Barnes*Perrow Capital No 2

Limited

138$47Mar-20Subscribed to

renounceable rights offer

Gavin ThompsonGavin Thompson251,727$85,587Mar-20Subscribed to

renounceable rights offer

Mandy SimpsonProveho Trustee

Limited

147,059$50,000Mar-20Subscribed to

renounceable rights offer

Nick LewisThe Lewis Family

Trust

105,976$36,032Mar-20Subscribed to

renounceable rights offer

74
PaySauce Limited

75

Annual Report 2020

DISCLOSURES

Directors’ remuneration

The total Directors’ fees and other remuneration

received by the Directors for the period ended 31 March

2020 is outlined below:

Executive Director

remuneration

Asantha Wijeyeratne is the Chief Executive Officer,

and held this position at 31 March 2020. He did not

receive any remuneration in his capacity as a Director,

but was remunerated as Chief Executive Officer. He

received remuneration and benefits of $106,150 (2019:

**$1,035,393).

** In 2019, Asantha received bonus shares at a value

of $945,395 - representing the one-off recognition

for historic time and knowledge contributions to the

Company prior to listing, not previously recognised

during the start-up phase.

Insurance of Directors and

Officers

PaySauce has a Directors’ and officers’ liability insurance

policy in place. This provides insurance for the liabilities

of the Directors and officers for acts or omissions in

their capacity as Directors or employees. The insurance

policies do not cover dishonest, fraudulent, malicious, or

wilful acts or omissions.

20202019

DirectorDirector

fees

Other

remuneration

TotalDirector

fees

Other

remuneration

Total

Andrew Barnes*------

Asantha Wijeyeratne-$106,150$106,150-**$1,035,393$1,035,393

Gavin Thompson------

Mandy Simpson$32,500-$32,500$7,500-$7,500

Nick Lewis$37,500-$37,500$7,500-$7,500

* Andrew Barnes resigned as Chair and Director on 20

December 2019, effective 31 December 2019.

General Disclosures of Interest

DirectorCompanyNature of interest

Asantha WijeyeratneBuzz Hospitality LimitedDirector

Catalyst IT LimitedShareholder

Catalyst TP LimitedShareholder

Cloud Investments LimitedDirector & Shareholder

Jaws Rentals LimitedDirector

Manuka Café LimitedDirector

Payroll.Kiwi LimitedDirector

PaySauce LimitedDirector & Shareholder

PaySauce Operations LimitedDirector

Right Remuneration LimitedDirector

Wijeyeratne & Co LimitedDirector & Shareholder

Gavin ThompsonCatalyst Cloud LimitedDirector

Catalyst IT LimitedDirector & Shareholder

Catalyst.Net LimitedDirector

Catalyst TP LimitedDirector & Shareholder

PaySauce LimitedDirector & Shareholder

PaySauce Operations LimitedDirector

Truenet LimitedDirector

Mandy SimpsonMinistry of Business Innovation and

Employment

Audit & Risk Committee Member

PaySauce LimitedDirector & Shareholder

PaySauce Operations LimitedDirector

Proveho Trustee LimitedDirector

Punakaiki Fund LimitedDirector (retired 31 March 2020)

Z Energy LimitedChief Digital Officer

76
PaySauce Limited

77

Annual Report 2020

DISCLOSURES

General Disclosures of Interest

(cont.)

DirectorCompanyNature of interest

Nick Lewis8 Interactive LimitedShareholder

Celsias LimitedShareholder

Common Ledger LimitedShareholder

Dropit LimitedShareholder

Ecotricity GP LimitedDirector

Ecotricity Superceded LimitedDirector

Kiwi Insurance LimitedDirector & Chair

Learnspring LimitedShareholder

Let Use It LimitedShareholder

PaySauce LimitedDirector & Chair

PaySauce Operations LimitedDirector

Pioneer Energy LimitedDirector

PledgeMe LimitedShareholder

RayGun LimitedShareholder

RightWay LimitedShareholder

Woodward Partners LimitedDirector & Shareholder

Substantial product holderShares held% of issued shares

Wijeyeratne & Company Limited28,937,12122.03%

Coulthard Barnes (PaySauce) Limited25,732,81119.59%

Gibson Sheat Trustees Limited16,729,63112.74%

Cloud Investments Limited12,833,0289.77%

New Zealand Central Securities Depository Limited7,093,7135.40%

Note - In some cases, shareholding indicated above

may not be held directly. Furthermore, there may be

subsidiaries of the above entities in which the Directors

are also interested, without necessarily being a Director,

Shareholder, or Officer of that entity.

Director interests in shares

Directors held the following relevant interests in

PaySauce ordinary shares at 31 March 2020:

Substantial product holders

The substantial product holders in PaySauce ordinary

shares as at 31 March 2020 were as follows:

DirectorSecurities held by Director or associated entity

Andrew Barnes*30,474,031

Asantha Wijeyeratne41,770,149

Gavin Thompson2,013,820

Mandy Simpson147,059

Nick Lewis847,809

* Andrew Barnes resigned as Chair and Director on 20

December 2019, effective 31 December 2019.

78
PaySauce Limited

79

Annual Report 2020

DISCLOSURES

RankShareholders/InvestorsShares held% of issued shares

1Wijeyeratne & Co Limited28,937,12122.03%

2Coulthard Barnes (Paysauce) Limited25,732,81119.59%

3Gibson Sheat Trustees Limited16,729,63112.74%

4Cloud Investments Limited12,833,0289.77%

5New Zealand Central Securities Depository Limited7,093,7135.40%

6Cloud Investments Two Limited3,678,5752.80%

7New Zealand Depository Nominee Limited3,094,6152.36%

8Ian Stewart Frame & Pamela Anne Frame2,652,7652.02%

9Robert John Woodward & Tracey Jan Woodward2,137,6681.63%

10Mckay Nominees Limited2,038,4911.55%

11Gavin Thompson2,013,8201.53%

12Krishnakumar Guda1,870,0001.42%

13Kevin Mcdonald Trustee Limited1,691,6581.29%

14Hugh Anthony Pradeep Fernando1,471,1021.12%

15Victoria Ann Taylor1,201,7700.91%

16Amanda Higgins & Patrick Higgins & Paul Philipson1,017,9210.78%

17WTR Trustee (2016) Limited & Lucy Robertshawe & Tim Aitken925,3490.70%

18Jennifer Rosanne Sabina Fernando868,5690.66%

19Nick Lewis, Diane Lewis & Christopher Ritchie847,8090.65%

20Logan Jay Tyson826,1780.63%

ShareholdersShares

Size of holding (shares)Number%Number%

1 - 100,00094582.53%1,393,3121.06%

100,001 - 500,00013711.97%2,570,0481.96%

500,001 - 1,000,000161.40%1,101,4540.84%

1,000,001 - 5,000,000211.83%4,663,1703.55%

5,000,001 - 10,000,000100.87%7,418,4485.65%

10,000,001 and over161.40%114,194,68986.95%

Totals1145100.00%131,341,121100.00%

Twenty largest equity security

holders

The 20 largest holders of PaySauce ordinary shares as at

31 March 2020 were as follows:

Spread of security holders

The spread of holders of PaySauce ordinary shares as at

31 March 2020 are listed below:

NZX waivers from listing rules

No waivers were granted to PaySauce by NZX during the

year ended 31 March 2020, and there were no waivers

that PaySauce relied upon during this period.

80
PaySauce Limited

81

Annual Report 2020


Directors:

Asantha Wijeyeratne

Gavin Thompson

Mandy Simpson

Nick Lewis

Registered Office:

21-23 Andrew Avenue

Lower Hutt, 5010

New Zealand

Website:

www.paysauce.com

Auditor:

Grant Thornton

Stock Exchange:

NZX

Share Registrar:

Link Market Services Limited

80 Queen Street

Auckland, 1010

New Zealand

NZ Company Number:

1719868

NZBN:

9429034458099

Company

Directory

80

PaySauce Limited

www.paysauce.com

---

PaySauce releases FY2020 Annual  
Report  

Lower Hutt, New Zealand - 29 May 2020  

 

Employment solutions provider PaySauce (NXZ: PYS) is proud to release its 2020 annual  

report.   

 

PaySauce CEO Asantha Wijeyeratne said the report summarised “an eventful and  

exciting year. We’re extremely grateful to our shareholders for helping us realise our  

ambitions and continue to aim higher, even in these unprecedented times.”  

 

HIGHLIGHTS  

 

●$5.8M Rights Issue completed  

●122% ARR growth  

1

●80% customer growth  

●2x Finalist HiTech Awards 2020  

 

Chief Executive Asantha Wijeyeratne reflects on the year:  

 

“From a financial perspective, we’ve seen incredible results. Our Rights Issue was a  

resounding success, even as the market was beginning to see the effects of a global  

pandemic. We've welcomed approximately 180 new shareholders on board, plus our  

first institutional investor in Pathfinder CareSaver.  

 

For me, the biggest highlight has been the positive impact we’ve had on our  

community, both at a local and national scale. I couldn’t be prouder of the work we’ve  

done to develop and deliver our payroll giving feature, Donations, and PaySimple, our  

free solution for businesses impacted by COVID-19.”  

 

 

 

 

 

  

1

Annualised Recurring Revenue (ARR) is a non-GAAP measure which represents the recurring  

revenue that PaySauce earned for the last month of the reporting period multiplied by 12.  

Recurring revenue is the revenue that PaySauce expects to recur into the future and is linked to  

either the number of customers or the size of their payroll. The categories of recurring revenue  

for PaySauce are processing fees and the interest generated on funds held for customers.  


FINANCIAL HIGHLIGHTS  

 

Financial Performance  Mar 2020  Mar 2019  Change  Change %  

Recurring revenue

 

$1,456,259  $666,144  $790,114  119%  

Net loss for the period  ($2,363,002)  ($4,376,500)  $2,013,499  (46%)  

 

Recurring Revenue continues to grow at an impressive rate, driven by an increase in  

both customer numbers and ARPU . Having changed the pricing structure to be  

2

subscription based, the new pricing better reflects the SaaS model. The graph shown  

below illustrates the recent growth in Annualised Recurring Revenue (ARR).  

 

Recurring Revenue Metrics  Mar 2020  Mar 2019  Change  Change %  

Customer numbers  2,492  1,384  1108  80%  

ARR  $1,861,566  $837,051  $1,024,516  122%  

ARPU (monthly)  $62  $50  $12  24%  

 

Gross margin also improved to 62% for the year ended 31 March 2020, up from 51% for  

the year ended 31 March 2019. This growth is a result of the increase in APRU referred to  

above, as well as efficiency gains in our systems and processes as we build for scale.  

 

 

2

Average Revenue per User (ARPU) is total recurring revenue divided by the total customers  

processing payroll  


 

OUTLOOK  

Wijeyeratne on the year to come:   

 

“Looking ahead, we'll remain focused on our core partnerships and maintaining our  

strong financial position through savvy decision making and careful strategic planning.  

 

We'll continue to keep a close eye on the long-term ramifications of Covid-19 for small  

business, both to safeguard our own financial future and to offer support to others.   

 

We'll also reassess the opportunities available in the Irish market as the "new normal"  

emerges across the globe."   

APPENDICES  

●Appendix 1 - NZX Template for Results Announcement to the Market  

●Appendix 2 - Annual Report  

NON-GAAP FINANCIAL INFORMATION  

Non-GAAP (Generally Accepted Accounting Principles) financial information does not  

have a standardised meaning prescribed by GAAP and therefore may not be  

comparable to similar financial information presented by other entities. Non-GAAP  

information has not been audited, and is not prepared in accordance with NZ IFRS.  

 

The measures reported by PaySauce are used by management to monitor the  

performance of the company and are useful to investors to assess performance.   

 

Non-GAAP measures are defined and explained in the footnotes to this release, and in  

the Annual Report.  

 

ENDS  

 

 

ABOUT PAYSAUCE  

 

PaySauce is software for people at work , providing employment solutions to Kiwi  

businesses. PaySauce enables employers to pay and manage their teams accurately  

and efficiently using the web, iOS, and Android applications. The PaySauce platform  

includes mobile timesheets, payroll calculations, banking integration, PAYE filing,  

labour costing, automated general ledger entries and digital employment contracts.  

www.paysauce.com  

Please direct any investment queries to investor@paysauce.com .  


Appendix 1  

This appendix is issued to accompany PaySauce Limited’s FY2020 Consolidated  

Financial Statements, Annual Report and the commentary released to the NZX today,  

and should be read in conjunction with these.  

Results for announcement to the market  

 

Name of Issuer  PaySauce Limited  

Reporting Period  12 months to 31 March 2020  

Previous Reporting Period  12 months to 31 March 2019  

Currency  $NZD  

 

 

Financial Performance  Amount (000s)  Percentage change  

Revenue from continuing operations  $1,775   Down 25%  

3

Total revenue  $1,775  Down 25%

2  

Net profit/(loss) from continuing operations  ($2,363)  Loss down 46%  

Total net profit/(loss) after tax  ($2,363)  Loss down 46%  

 

Interim/Final Dividend  

Amount per Quoted Equity Security  No dividends are proposed to be paid.  

Imputed amount per Quoted Equity Security  Not applicable  

Record Date  Not applicable  

Dividend Payment Date  Not applicable  

 

 

 

 

 

3

There were significant fair value adjustments relating to lending including a $1,347K gain as  

part of the reverse acquisition in FY2019. Restating the FY2019 Revenue to exclude these fair  

value adjustments would result in an increase from FY2019 of 93%, rather than a decrease of 25%   


 

 

 

Net Tangible Assets  

Current period  

(31 March 2020)  

Prior comparable period  

(31 March 2019)  

Net tangible assets per  

Quoted Equity Security:  

0.014 NZD per quoted  

equity security  

0.010 NZD per quoted  

equity security  

A brief explanation of any of  

the figures above necessary  

to enable the figures to be  

understood:  

PaySauce Limited has no operational activity, and as a  

result this announcement is based on the consolidated  

operations of its wholly owned subsidiaries PaySauce  

Operations Limited and Right Remunerations Limited  

(together, ‘the Group’ or ‘PaySauce’).  

 

Please refer to the comments above, and the Annual  

Report and Financial Statements.  

 

Authority for this announcement  

Name of person authorised to make this announcement  Jaime Monaghan  

Contact person for this announcement  Jaime Monaghan  

Contact phone number  022 5246366  

Contact email address  investor@paysauce.com  

Date of release through MAP  29 May 2020  

 

 

Audited financial statements accompany this announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

Other issuers discussed similar conditions around this time

Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.

  • PEB — Pacific Edge Limited: Annual Report & Shareholder Letter
    2020-06-25

    20 ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2020 FY21 KEY DATES 2020 Annual Meeting 5 August 2020 End of FY21 Half Year 30 September 2020 FY21 Interim Results Announced By 30 November 2020 End of FY21 Financial Year 31 March 2021 The Board of Directors of Pacific Edge Limit…”