30 June 2020 Annual Report
Enprise Group Limited
Annual Report and Financial Statements
for the 15 months ended 30 June 2020
Enprise Group Limited
Annual Report and Financial Statements
for the 15 months ended 30 June 2020
Contents
Directors Report
2
Consolidated Statement of Comprehensive Income
6
Consolidated Statement of Financial Position
7
Consolidated Statement of Changes in Equity
9
Consolidated Statement of Cash Flows
10
Notes to the Consolidated Financial Statements
Basis of preparation
11
Segment information
14
Revenue
15
Other income
16
Operating expenses
17
Taxation
19
Earnings per share
21
Trade and other receivables
21
Contract assets
22
Other assets
22
Trade and other payables
22
Provisions
23
Contract liabilities
23
Business combinations
24
Investments in joint ventures and associates
27
Investments in other entities
31
Property plant and equipment
32
Intangible assets
33
Right-of-use assets
35
Borrowings
36
Lease liabilities
37
Equity
38
Related party transactions
38
Cash flow reconciliation
40
Contingent liabilities
40
Subsequent events after balance date
40
Financial risk management, objectives and policies
41
New accounting standards
43
Restatement of comparatives
44
Corporate Information
46
Auditor's Report
47
1
Enprise Group Limited
Directors' Report
The Directors are pleased to submit to shareholders their report and financial statements for the 15 month period ended 30 June 2020.
Principal activities
- Enterprise Solutions, a solution provider for MYOB Enterprise software in Australia and New Zealand.
Significant changes in the state of affairs
Directors
Mr Lindsay Phillips (appointed 1 December 2013) - Chairman
Mr George Cooper (appointed 10 April 2012) - CEO
Mr Nicholas Paul (appointed 1 December 2015) – Independent Non-Executive Director
Mr Ronald Baskind (appointed 31 January 2018) – Executive Director
Ms Marisa Fong (appointed 1 February 2019) – Independent Non-Executive Director
Ms Marisa Fong, Mr Nicholas Paul and Mr Lindsay Phillips comprise the members of the Audit, Finance and Risk Committee.
30 June 202031 March 2019
Male Directors4
4
Female Directors1
1
Male Officers-
-
Female Officers1
1
Corporate governance
The directors have complied with the corporate governance code which can be found on the following link.
https://enprise.com/media/1824/201125-eg-corporate-governance-statement.pdf
Enprise Group Limited (Enprise) has two operating divisions;
Enprise is invested in a joint venture, Datagate Innovation Limited (Datagate) that provides online reporting and billing portals under a Software-as-a-
Service (SaaS) model for resellers of Telco/Utility services and hosted service providers in New Zealand, Australia, Canada, USA and Europe. Enprise
holds 33.5% of Datagate.
Kilimanjaro Consulting Pty Limited (Kilimanjaro) shareholders exercised their put option effective on 1 January 2020 resulting in Enprise issuing 2,854,649
new shares. Kilimanjaro became a wholly owned subsidiary from that date.
Enprise invested further into iSell. Enprise subscribed for 1,087,500 shares at AUD $0.40 per share on 27th May 2020 which took Enprise to 50.8% and
therefore iSell has been consolidated from 27th May 2020. During the period, Enprise acquired iSell shares from other iSell shareholders for a
combination of cash and new Enprise shares.
Enprise subscribed for $176,001 in a heavily oversubscribed rights issue undertaken by Datagate to capitalise on the progress made in international
markets, particularly the USA. Enprise's stake was diluted by the raise, causing Enprise to recognise a gain on dilution.
- iSell Pty Limited (iSell), sell a cloud-based quoting systems (IT Quoter) on a Software-as-a-Service (SaaS) model used by the IT reseller market in
Australia, New Zealand, UK and South Africa.
Ms Fong is considered to be an independent director as she has a small holding in Enprise and has no other remuneration or influence which would affect
her decision making in a material way. Mr Paul is considered to be an independent director as he has a small holding in Enprise and although he has
gained remuneration for his role as acting CEO of iSell, this has been done to enable the founder of iSell, Richard Beresford to complete the product
development.
2
Enprise Group Limited
Directors' Report
Remuneration of directors
The remuneration of the Directors for the period ended 30 June 2020 is set out below:
30 June 202031 March 2019
15 mths $'00012 mths $'000
Salaries, bonuses and commissions387 201
Consultancy fees135 3
Directors' fees112 69
Total compensation634 273
George Cooper
276 201
Lindsay Phillips
50 40
Nicholas Paul
166 28
Ronnie Baskind
295 279
Marisa Fong
31 4
818 552
$'000$'000
Base per annumIncentive
George Cooper20520
Ronnie Baskind24925
Incentives are discretionary and assessed by the Board based on the profitability of the company.
Employee remuneration over $100,000
30 June 202031 March 2019
100,001 – 110,00010 4
110,001 – 120,0008 4
120,001 – 130,00011 1
130,001 – 140,0003 1
140,001 – 150,0004 1
150,001 – 160,0002 -
160,001 – 170,000- 1
170,001 – 180,0002 -
190,001 – 200,0001 -
200,001 – 210,0002 -
210,001 – 220,0001 -
260,001 - 270,000- 1
Rounding of amounts
Amounts in the directors’ report and financial statements have been rounded off to the nearest thousand dollars.
Number of employees
The number of employees or former employees, not being directors of the Group, that received remuneration and other benefits that exceeded $100,000
per annum is as follows:
30 June 2020
3
Enprise Group Limited
Directors' Report
Review of operations and outlook
Donations
Directors interests
Number of Shares
2,776,449
George Cooper 243,242
Nicholas Paul 49,600
Ronald Baskind~ 2,623,250
Marisa Fong 12,833
Interests’ register
The following entries are recorded in the period ending 30 June 2020:
• Lindsay Phillips was appointed as a director of Spectainer Pty Limited
Enprise made donations during the period of $1,000 (last year: $2,000).
Lindsay Phillips*
Enprise merged the customers of Enprise Australia Pty Limited into Kilimanjaro. Kilimanjaro in Australia and Enprise Solutions Limited in New Zealand
have been organised under a single management structure to become the Enterprise Solutions Division of Enprise Group Limited. The business is now
operating as 'One Company, Two Brands'.
The Enterprise Solutions division continues to leverage its position as the only MYOB Exo and MYOB Advanced reseller with offices in both New Zealand
and Australia, to target trans-Tasman businesses. Enprise is well positioned to take advantage of the trend towards cloud, which has accelerated due to
the need to have remote working while still having a stable, well supported, secure and continually developed on-premises offering. On 1 May 2019,
Enprise acquired the eight MYOB Advanced customers of Walker Scott.
The company has declared a final dividend for the period ended 30 June 2020 of 2.0 cents per share payable on 23 October 2020.
Datagate had 91 paying customers up 102% from 31 March 2019 representing annualised recurring revenue of $1.121m, up 138% from 31 March 2019.
Datagate has significantly increased its customers in the USA and has recently acquired customers in Europe. The Datagate November 2019 rights issue
was 102% over-subscribed, raising $1.01m. Enprise subscribed for its share of the rights issue, however due to the over subscription its ownership has
reduced to 33.5%. At the rights issue price of $1.90 per share, Enprise's 1,858,107 shares have a notional value of approximately $3.53m. This compares
favourably to the actual carrying value in the Enprise books at 30 June 2020 of $0.628m (after expensing Enprise share of the Datagate losses for the
year). We remain confident in the future success of the Datagate business.
Effective 1 January 2020, Enprise issued new shares in return for shares in iSell, this transaction increased Enprise's share in iSell to 46.6%. In addition
to acquiring 90,000 shares for cash from existing shareholders, Enprise subscribed for A$0.709M and increased its share of iSell to 50.8% which resulted
in iSell becoming a subsidiary. iSell has continued development of the cloud product and at 30 June 2020 established a beachhead of 17 customers in the
United Kingdom in addition to signing their first customer in the USA.
Vadacom Holdings Ltd continued to grow with revenue up $0.5m (up 16.4%) year-on-year as COVID-19 work restrictions helped power demand for its
tailored cloud PBX phone systems. As a result of an independent valuation Enprise Group realised a $0.22m increase in the value of its Vadacom
investment in the period, to $0.81m.
On 17 January 2020, Enprise was publicly censured for breaching NZX Listing Rule 3.6.1 by filing its 2019 Annual Report 14 business days late. The
Tribunal ordered Enprise to pay a fine of $35,000 and costs of $3,800, in addition to the public censure. The shares were suspended from trading on the
NZX for 8.5 days until the annual report was lodged with the NZX.
Following the qualified audit opinion on the financial statements for the year ended 31 March 2019, Enprise Group undertook a review of the methodology
and parameters used to support the previous carrying values for its investments in Kilimanjaro Consulting Pty Ltd and iSell Pty Ltd. Advice was sought
from independent corporate finance advisors - no adjustment was necessary in relation to Kilimanjaro, however an impairment charge of $0.440m was
required for iSell which related to the 31 March 2019 period.
4
Enprise Group Limited
Directors' Report
Top 20 shareholdings as at 2 October 2020
HoldingHolding %
New Zealand Central Securities Depository Ltd 2,671,246 16.80
Red Cow Investments Pty Ltd~ 2,623,250 16.50
Nightingale Partners Pty Ltd* 2,298,812 14.46
Reitham Finanz Gmbh & Co Kg 755,874 4.75
Bernard Israel Fridman 569,241 3.58
Dixson Trust Pty Limited 550,836 3.46
Awatea Trust 493,022 3.10
Net Power Solutions Limited 359,893 2.26
Amely Zaininger 351,387 2.21
Jens Neiser 300,000 1.89
Carjon Investments Pty Limited 291,071 1.83
Savgas Pty Limited 291,071 1.83
Deansand Pty Limited 290,692 1.83
Jason Patrick Fegan 244,421 1.54
George Elliot Cooper 243,242 1.53
Ironwood Investments Pty Ltd* 237,569 1.49
Donwood Pty Ltd 230,000 1.45
Mr Lindsay John Phillips 181,076 1.14
Leah Catherine Cooper 180,000 1.13
Audesse Holdings Limited 160,962 1.01
*Related parties to Lindsay Phillips
~Related party to Ronald Baskind
Geographic distribution of shareholders as at 2 October 2020
CountryHoldersHolder %Issued capitalIssued capital %
New Zealand 207
57.82
5,741,211
36.11
Australia 121
33.80
9,071,014
57.05
Germany 18
5.03
1,065,166
6.70
USA 7
1.96
16,250
0.10
Great Britain 4
1.12
7,054
0.04
Switzerland 1
0.27
200
0.00
Total 358 100.00 15,900,895 100.00
Distribution of shareholders as at 2 October 2020
RangeHoldersHolding quantityHolding %
1-1000 125 59,388
0.37
1001-5000 122 310,987
1.96
5001-10000 34 259,142
1.63
10001-50000 49 1,216,094
7.65
50001-100000 5 309,783
1.95
Greater than 100000 23 13,745,501
86.44
Total 358 15,900,895 100.00
The directors’ report is signed for and on behalf of the Board, and was authorised for issue on the date below.
Nicholas Paul (Director)George Cooper (Director)
25 November 2020
25 November 2020
5
Enprise Group Limited
Consolidated Statement of Comprehensive Income
for the 15 months ended 30 June 2020
30 June 202031 March 2019
Note
Restated
15 mths $'00012 mths $'000
Revenue from contracts with customers
3
12,4206,714
Other operating income
4(a)
- 47
Government assistance
4(b)
935-
Employee expense
5(d)
(8,335)(4,080)
Other operating costs
5(c)
(3,499)(1,978)
Other gains/(losses) - net
5(a)
60(40)
Operating profit
1,581663
Equity earnings/(losses) from associates and joint ventures
15
(618)(1,209)
Other gains/(losses) related to associates and joint ventures
15
257208
Write down of carrying value of joint ventures
15
- (563)
Net gain on previously held interest in associates and joint ventures
14
85
Finance cost - net
5(b)
(39)(52)
Profit/(loss) before income tax
1,266(953)
Income tax benefit/(expense)
6(a)
93(88)
Profit/(loss) for the period1,359(1,041)
Other Comprehensive Income
Items that may be reclassified to profit or loss
Foreign currency translation differences9310
Items that will not be reclassified to profit or loss
Changes in the fair value of investments through other comprehensive income
16
220345
Total other comprehensive income for the period, net of tax313355
Total comprehensive income for the period
1,672(686)
Profit for the period is attributable to:
Non-Controlling Interest
14(b)
23-
Owners of Enprise Group Limited
1,336(1,041)
1,359(1,041)
Total comprehensive income for the period is attributable to
Non-Controlling Interest
14(b)
23-
Owners of Enprise Group Limited
1,649(686)
1,672(686)
Earnings per share from profit for the period attributable to ordinary shareholders of the Enprise Group Limited
Basic and diluted earnings per share (see note 7) cents per share11.67 (10.87)
These financial statements should be read in conjunction with the notes to the financial statements and the Auditor's report.
6
Enprise Group Limited
Consolidated Statement of Financial Position
as at 30 June 2020
30 June 202031 March 2019
Note
Restated
$'000$'000
Current assets
Cash and cash equivalents
20
3,169771
Trade and other receivables
8
2,9531,324
Contract assets
9
646296
Current tax assets
6(c)
- 1
Staff receivables
1354
Loans to related parties
23(e)
- 193
Total current assets
6,7812,639
Non-current assets
Investments in associates, joint ventures15
6283,440
Investments in other entities16
813593
Staff receivables - non current
9033
Property plant and equipment
17
28483
Intangible assets18
10,9601,695
Right-of-use assets - non-current
19
1,851-
Deferred tax asset
6(d)
1,746352
Loans to related parties
23(e)
- 476
Other non-current assets
10
154-
Total non-current assets
16,5266,672
Total assets
23,3079,311
These financial statements should be read in conjunction with the notes to the financial statements and the Auditor's report.
7
Enprise Group Limited
Consolidated Statement of Financial Position
as at 30 June 2020
30 June 202031 March 2019
Note
Restated
$'000$'000
Current liabilities
Trade and other payables
11
2,7871,010
Provisions
12
1,232233
Contract liabilities
13
1,989705
Borrowings
20
347635
Lease liabilities
21
704-
Other current liabilities
- 15
Total current liabilities
7,0592,598
Non-current liabilities
Provisions - non-current
12
269-
Borrowings - non current
20
138-
Lease liabilities - non-current
21
1,179-
Deferred tax liability
6(d)
89379
Other non-current liabilities
- 4
Total non-current liabilities
2,47983
Total liabilities
9,5382,681
Net assets
13,7696,630
Equity
Share capital
22(a)10,7496,566
Foreign exchange translation reserve
15865
Financial assets at FVOCI reserve
565345
Retained earnings
912(346)
Equity attributable to the owners of Enprise Group Limited12,3846,630
Non-controlling interests
1,385-
Total equity
13,7696,630
- -
These financial statements have been authorised for issue by the Directors.
For and on behalf of the Board:
Nicholas Paul (Director)George Cooper (Director)
25 November 2020
25 November 2020
These financial statements should be read in conjunction with the notes to the financial statements and the Auditor's report.
8
Enprise Group Limited
Consolidated Statement of Changes in Equity
for the 15 months ended 30 June 2020
Share capital
Foreign
exchange
translation
reserve
Financial
assets at
FVOCI
reserve
Retained
earnings
Non-
controlling
interests
Total equity
$'000$'000$'000$'000$'000$'000
Balance at 1 April 20186,566 55 - 790 7,411
Transactions with shareholders in their capacity as owners
Dividends paid
(95) (95)
Total transactions with shareholders
- - - (95) - (95)
Comprehensive income
Loss for the period (as restated) (note 29)(1,041) (1,041)
Other comprehensive income
10 345 355
Total comprehensive income net of tax (as restated)10 345 (1,041) - (686)
Balance at 31 March 2019 (restated)
6,566 65 345 (346) - 6,630
Change in accounting policy on adopting of NZIFRS16 (note 28)(78) - (78)
Balance at 1 April 20196,566 65 345 (424) - 6,552
Transactions with shareholders in their capacity as owners
New shares issued (note 22)4,183 4,183
Non-controlling interest on acquisition (note 14(b))870 870
New share issue in iSell Pty Limited492 492
Total transactions with shareholders
4,183 - - - 1,362 5,545
Comprehensive income
Profit for the period- - - 1,336 23 1,359
Other comprehensive income
- 93 220 - - 313
Total comprehensive income net of tax
- 93 220 1,336 23 1,672
Balance at 30 June 2020
10,749 158 565 912 1,385 13,769
These financial statements should be read in conjunction with the notes to the financial statements and the Auditor's report.
9
Enprise Group Limited
Consolidated Statement of Cash Flows
for the 15 months ended 30 June 2020
Note
30 June 202031 March 2019
15 mths $'00012 mths $'000
Operating activities
Cash was provided from:
Receipts from customers
19,962
10,354
Government assistance
753
-
Interest received
19
8
Income tax refund received
1
4
20,73510,366
Cash was applied to:
Payments to suppliers & employees
18,012 9,969
Interest paid
62 56
18,07410,025
Net cash inflow (outflow) from operating activities242,661 341
Investing activities
Cash was provided from:
Loans repaid by staff
74
51
Repayments from associates and joint ventures
104
-
Business acquisitions
23
-
201 51
Cash was applied to:
Purchase of property, plant and equipment
95
30
Investment in equity accounted joint venture
176
100
Investment in equity accounted associate
42
232
Investments in other entities- 24
Purchase of business
20
-
Lending to third parties30 -
Advances to associates and joint ventures
876
97
1,239483
Net cash inflow (outflow) from investing activities(1,038) (432)
Financing activities
Cash was provided from:
Proceeds from issue of shares1,136 -
Proceeds from issue of shares in iSell Pty Limited to non-controlling interests
466
-
1,602 -
Cash was applied to:
Dividends paid- 95
Repayment of lease liabilities415 -
Repayment of bank borrowings350 314
Repayment of otther borrowings65 -
830 409
Net cash inflow (outflow) from financing activities772 (409)
Net increase / (decrease) in cash and cash equivalents held2,395 (500)
Net foreign exchange differences3 6
Cash and cash equivalents at beginning of the period771 1,265
Cash and cash equivalents at end of the period
20
3,169 771
- -
These financial statements should be read in conjunction with the notes to the financial statements and the Auditor's report.
10
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
1BASIS OF PREPARATION
(a)Reporting entity
(b)Compliance statement
(c)Basis of preparation
(d)Principles of consolidation
The consolidated financial statements comprise the financial statement of the company and its subsidiaries.
Percentage ownership
30 June 202031 March 2019
Enprise Solutions LimitedNew ZealandSoftware sales and solutions100.00 100.00
Enprise Australia Pty LimitedAustraliaSoftware sales and solutions100.00 100.00
Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales and solutions100.00 47.09
Enprise LimitedNew ZealandSoftware sales and solutions100.00 100.00
Global Bizpro LimitedNew ZealandSoftware sales and solutions100.00 100.00
Kilimanjaro Consulting LimitedNew ZealandSoftware sales and solutions100.00 47.09
iSell Pty LimitedAustraliaSoftware sales and solutions50.82 19.87
iSell Philippines IncPhilippinesSoftware sales and solutions50.82 19.87
(e)Business Combinations
The Group has taken advantage of the NZX and FMCA class waiver to delay the approval of these financial statements.
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to
former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For the iSell Pty Limited business combination, the non-controlling
interest in the acquiree is measured at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation
in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at
the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date
fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which
control is transferred to the Company. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated. Accounting policies of subsidiaries
are changed when necessary to ensure consistency with the policies adopted by the Company.
Name of EntityPrincipal activity
Enprise Group Limited (the company) and its subsidiaries (together the Group) is a solution provider in Australia and New Zealand. The company is a limited liability
company incorporated and domiciled in New Zealand and is listed on the New Zealand Stock Exchange (NZX). The Group is registered under the Companies Act
1993 and is a FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is 16 Hugo Johnston Drive,
Penrose, Auckland.
These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), the Companies
Act 1993, the FMCA 2013 and NZX listing rules. They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other New
Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with
International Financial Reporting Standards (IFRS). The Group is a for-profit entity for the purposes of complying with NZ GAAP.
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain assets and liabilities at fair value.
The consolidated financial statements are presented in New Zealand dollars which is the Company's functional currency and the Group's presentation currency. All
financial information has been prepared in thousands, unless otherwise stated.
The principal accounting policies adopted in the preparation of the financial report are set out in the accompanying notes and indicated by the shaded text. These
policies have been consistently applied to all the periods presented, unless otherwise stated.
Country of incorporation
These financial statements should be read in conjunction with the Auditor's report.
11
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
1BASIS OF PREPARATION (CONTINUED)
(e)Business Combinations (continued)
(f)Foreign currency translation
(g)Financial instruments
Financial assets
Classification of financial assets
Financial assets that meet the following conditions are measured subsequently at amortised cost:
- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVOCI):
- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
Effective interest method
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the
consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain
directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
The results and financial position of entities that have a different functional currency are translated to NZD as follows: assets and liabilities are translated at the
exchange rate at balance date and income statement items are translated at the average exchange rates for the year. Exchange differences are recognised in other
comprehensive income as a currency translation reserve movement.
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period,
to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments.
The consolidated financial statements are presented in New Zealand dollars, which is the Group’s presentation currency. Items included in the financial statements of
each of the subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the profit and loss.
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of
the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets
and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets are recognised immediately in profit or loss.
Financial assets are classified into the following specified categories: 'fair value through other comprehensive income' and 'amortised cost'. The classification
depends on the business model and contractual terms of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales
of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the marketplace.
These financial statements should be read in conjunction with the Auditor's report.
12
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
1BASIS OF PREPARATION (CONTINUED)
(g)Financial instruments (continued)
Impairment of financial assets
Measurement and recognition of expected credit losses
Derecognition of financial assets
Financial liabilities
Derecognition of financial liabilities
(h)Critical accounting judgements and estimates
Judgements and estimates which are material to the financial statements are found in the following notes:
(a) Revenue recognition (note 3).
(b) Taxation (note 6(d)).
(c) Intangible assets (note 18).
(d) Investments in other entities (note 16).
(e) Lease liabilities (note 21).
(f) Impairment (note 18).
(g) Business combinations (note 14).
(h) Restatement of comparatives (note 29).
In the process of applying the Group's accounting policies and the application of accounting standards, a number of estimates and judgements have been made. The
estimates and underlying assumptions are based on historical experience and adjusted for current market conditions and other factors, including expectations of
future events that are considered to be reasonable under the circumstances. If outcomes within the next financial period are significantly different from assumptions,
this could result in adjustments to carrying amounts of the asset or liability affected.
The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost and contract assets. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the
exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward‑looking information as
described above.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of
ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have
to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset
and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the
cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity, is recognised in profit or loss.
Financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of
the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter
period, to the net carrying amount on initial recognition.
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the
carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
These financial statements should be read in conjunction with the Auditor's report.
13
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
2SEGMENT INFORMATION
(a)Operational performance
Revenue
Operating profit
Business segments
30 June 202031 March 201930 June 202031 March 2019
Restated
15 mths $'00012 mths $'00015 mths $'00012 mths $'000
Enterprise solutions12,251 6,714 2,607 1,316
iSell169 - 49 -
Corporate- - (1,075) (653)
- -
12,420 6,714 1,581 663
Equity earnings of associates and joint ventures(276) (1,001)
Write down of carrying value of joint ventures- (563)
Net interest expense(39) (52)
- -
Profit/(loss) before taxation1,266 (953)
- -
Income Tax93 (88)
- -
Net profit/(loss) attributable to shareholders1,359 (1,041)
Revenue
Operating profit
Geographic segments
30 June 202031 March 201930 June 202031 March 2019
15 mths $'00012 mths $'00015 mths $'00012 mths $'000
New Zealand6,324 4,994 826 474
Australia6,093 1,720 752 189
EMEA**2 - 2 -
North America1 - 1 -
- -
12,420 6,714 1,581 663
** Europe, Middle East and Africa
(b)Interest, deprecation and amortisation
Interest revenue
Interest expense
30 June 202031 March 201930 June 202031 March 201930 June 202031 March 2019
15 mths $'00012 mths $'00015 mths $'00012 mths $'00015 mths $'00012 mths $'000
New Zealand72 7 63 60 267 115
Australia1 1 49 - 438 -
73 8 112 60 705 115
(c)Balance sheet information
Total assets
Total liabilities
30 June 202031 March 201930 June 202031 March 201930 June 202031 March 2019
RestatedRestated
$'000$'000$'000$'000$'000$'000
New Zealand2,982 2,101 8,336 6,107 2,969 1,990
Australia10,741 3,117 17,027 3,973 8,625 1,460
13,723 5,218 25,363 10,080 11,594 3,450
Inter-segment elimination- - (2,056) (769) (2,056) (769)
- -
13,723 5,218 23,307 9,311 9,538 2,681
- -
Enterprise solutions9,207 1,778 16,521 4,890 10,372 2,925
iSell3,888 - 4,579 - 1,086 -
Corporate628 3,440 4,632 5,444 505 779
13,723 5,218 25,732 10,334 11,963 3,704
Inter-segment elimination- - (2,425) (1,023) (2,425) (1,023)
13,723 5,218 23,307 9,311 9,538 2,681
Non-current assets other than
financing and deferred tax
The Group is organised into two reportable operating segments based on the business segments. These segments form the basis of internal reporting used by
management and the Board of Directors to monitor and assess performance and assist with strategic decisions. The Board of Directors is the Group's chief operating
decision maker (CODM). Management has determined the operating segments based on the information reviewed by the Board of Directors and the Chief Executive
Officer for the purposes of allocating resources and assessing performance.
Depreciation and
amortisation expense
These financial statements should be read in conjunction with the Auditor's report.
14
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
3REVENUE
Revenue from contracts with customers
- Software licence revenue
- Support services revenue
- Implementation and consulting revenue
- Other fees such as hosting fees and hardware sales
- iSell revenue
Timing of recognition
Software licence revenue under NZ IFRS 15 is recognised through an agency arrangement and therefore
the agency revenue margin is recognised in the statement of comprehensive income.
The revenue is calculated based on commission margin percentages agreed between the Group and the
third-party licenser.
The agency commission is recognised at a point in time when the customer gains access to the system or is
provided with continued use of the software, generally through providing a code to enable continued access.
Customers are typically invoiced annually (but sometimes monthly) for recurring software licences and
commissions are recognised once the performance obligation has been satisfied.
Support contract revenue is recognised at a point in time as the services are delivered. The contract is
between the customer and Enprise, as principal.
Revenue from providing support services is recognised in the accounting period in which the services are
rendered. Revenue is calculated based on time and cost incurred, a fixed monthly charge or a combination
of both.
Recognition is determined based on the contract with the customer. This can be:
- actual labour hours spent to resolve the query,
- an agreed monthly charge plus actual labour hours spent to resolve the query not covered by the monthly
agreed charge, and
- an agreed monthly charge.
Customers are typically invoiced monthly when the job has been closed. Consideration is payable when
invoiced and corresponds directly to the performance completed to date in respect to this revenue stream.
Revenue is recognised at a point and time when the solution has been delivered .
Revenue provided from services is recognised in the accounting period in which the solution has been
provided.
Recognition is determined based on the contract, either a fixed price or actual labour hours spent. Revenue
is recognised in full at the end of the project when go-live has occurred.
Customers are typically invoiced throughout the project and consideration is payable when invoiced. The
revenue is shown as a contract liability on the balance sheet until such time as the performance obligation
has been met and released to the statement of comprehensive income.
Revenue is recognised at a point and time, and in the period in which the software has been invoiced.
Customers are typically invoiced for a period of time for expected upcoming usage as they are typically not
yet able to use or be migrated to the new cloud system.
Revenue is recognised throughout the licence period and in the period in which the service occurs
Customers are typically invoiced in arrears for usage rendered. The revenue is shown as a contract asset
on the balance sheet as the performance obligation has been met and released to the statement of
comprehensive income but the client has not yet been invoiced. Clients invoiced annually are held on the
balance sheet and the revenue released monthly as the performance obligation occurs
Services and support revenue -
Support contracts
iSell Revenue - Software licence
revenue old/obsolete system
Software licence revenue
Services and support revenue -
Implementation and consulting
revenue
- Hosting services
- Training
- Hardware
Right to access the
software
Right to use the
software
At completion of data
conversions, user
acceptance testing
(UAT) or specific
solution provided.
Closure of support
query or standing
ready to provide
support
Initial access or
continued access to
the software
Performance
obligation
iSell Revenue - Software licence
revenue cloud system
iSell Revenue - Other - Onboarding fees
- Data services
Revenue is recognised during the period in which the services have been rendered or the goods supplied.
Other feesRevenue is recognised during the period in which the services have been rendered or the goods supplied.
The Group's primary activity is providing software solutions within Australia and New Zealand. From these activities the Group generates the following streams of
revenue:
Each of the above streams delivered to customers are considered separate performance obligations, even though for practical reasons they may be governed by
a single legal contract with the customer. Revenue recognition for each of the above revenue streams is as follows:
Revenue stream
These financial statements should be read in conjunction with the Auditor's report.
15
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
3REVENUE (CONTINUED)
30 June 202031 March 2019
$'000$'000
- -
Revenue from software and licences
3,507 1,849
- -
Revenue from services and support
7,836 4,446
- -
Revenue from iSell
169 -
- -
Revenue from other fees
908 419
- - 12,420 6,714
Software and licencesServices and supportITQuoter Revenueother fees
31 March 2019
$'000$'000$'000$'000$'000
-
New Zealand
1,393 3,406 - 195 4,994
-
Australia
456 1,040 - 224 1,720
- - 1,849 4,446 - 419 6,714
30 June 2020
$'000$'000$'000$'000$'000
-
New Zealand
1,788 4,074 11 451 6,324
-
Australia
1,719 3,762 155 457 6,093
EMEA*
- - 2 - 2
North America
- - 1 - 1
- - 3,507 7,836 169 908 12,420
* Europe, Middle East and Africa
Critical accounting judgements and estimates
The group does not expect to recognise any revenue on existing contracts outside the 12 months post year end.
4OTHER INCOME
(a)Other operating income
Rental income
30 June 202031 March 2019
$'000$'000
Rental income
- 12
Other Income
- 35
- - - 47
(b)Government assistance
COVID-19 payments
30 June 202031 March 2019
$'000$'000
COVID-19 government assistance
935 -
- - 935 -
Revenue from
iSell
Total
Revenue by geographical location
Some contracts include multiple deliverables, such as software licences and implementation services. However, because the implementation does not include
material customisation to the software and could be provided by another party, the implementation services are accounted for as a separate performance
obligation from software licences. In this case, the transaction price will be allocated to each performance obligation based on the standalone selling prices.
COVID-19 payments are recognised in the profit and loss when the right to receive the government assistance has occurred. COVID-19 payments have been
received from the New Zealand Government (wage subsidy) and the Australian Government (JobKeeper and cash flow boost)
Revenue from
software and
licences
Revenue by geographical location
Revenue from
services and
support
Revenue from
iSell
Revenue from
other fees
Total
Revenue from
software and
licences
Revenue from
services and
support
Revenue from
other fees
Rental income is recognised in the profit and loss on a straight-line basis over the term of the sub-lease.
These financial statements should be read in conjunction with the Auditor's report.
16
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
5OPERATING EXPENSES
(a)Other gains and losses
30 June 202031 March 2019
$'000$'000
Net foreign exchange gains/(losses)
60 (40)
- - 60 (40)
(b)Finance income and costs
Interest income
Interest expense
30 June 202031 March 2019
$'000$'000
Finance income
Interest from financial assets held for cash management purposes
2 1
Interest from loans to related parties
68 -
Interest from other loans and receivables
3 7
73 8
Finance costs
Interest on bank overdrafts and loans (other than those from related parties)
(68) (60)
Interest on lease liabilities
(44) -
(112) (60)
- - Net finance income and costs(39) (52)
(c)Other operating expenses
Low-value and short-term lease
costs:
30 June 202031 March 2019
Restated
$'000$'000
Advertising and marketing
163 105
Amortisation
184 65
Auditors' remuneration
174 171
Bad and doubtful debts expense
91 46
Communications
156 94
Depreciation
521 50
Hosting costs
458 183
Legal fees
16 (5)
Low-value and short-term lease costs
69 -
Operating lease payments under NZ IAS17
- 183
Subcontractors
556 371
Travel expenses
269 246
Other operational expenses
842 469
- - 3,499 1,978
(i) Amortisation
30 June 202031 March 2019
$'000$'000
Amortisation of software (note 18)22 -
Amortisation of customer relationships (note 18)162 65
184 65
- -
Other operating expenses include:
Interest income is recognised in the statement of comprehensive income using the effective interest method. The effective interest method calculates the
amortised cost of a financial asset or liability and allocates the interest income over the relevant period.
Interest costs are expensed in the period in which they are incurred.
Leases that are not classified as a right-to-use asset have been classified as low-value and short-term leases. 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.
These financial statements should be read in conjunction with the Auditor's report.
17
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
5OPERATING EXPENSES (CONTINUED)
(c)Other operating expenses (continued)
(ii) Auditors' remuneration
30 June 202031 March 2019
$'000$'000
For auditing the Group financial statements
RSM Hayes Audit125 -
Baker Tilly Staples Rodway Auckland48 171
Other Services
Audit of iSell Philippines (R.P. Mora Accounting and Law Office)1 -
174 171
- -
(iii) Bad and Doubtful Debts
30 June 202031 March 2019
$'000$'000
Bad debts recognised33 79
Changes in provision for bad and doubtful debts58 (33)
91 46
- -
(iv) Depreciation
30 June 202031 March 2019
$'000$'000
Property plant and equipment104 50
Right-of-use assets417 -
521 50
- -
(d)Employee benefit expense
30 June 202031 March 2019
$'000$'000
Wages and salaries
7,822 3,888
Superannuation
401 123
Directors remuneration
112 69
8,335 4,080
These financial statements should be read in conjunction with the Auditor's report.
18
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
6TAXATION
(a)Income tax recognised in profit or loss
Temporary differences that can reasonably be foreseen in the next accounting period have been recognised as a deferred tax asset.
30 June 202031 March 2019
$'000$'000
Current tax
Current tax on profits for the year
- -
Adjustments for current tax of prior periods
- -
Total current tax expense
- -
Total deferred tax expense/(benefit)
(93) 88
- - Total income tax expense/(benefit)(93) 88
(b)Reconciliation of income tax expense to prima facie tax payable
30 June 202031 March 2019
Restated
$'000$'000
Profit before income tax
1,266 (953)
Tax at the New Zealand domestic tax rate of 28%
354 (267)
Adjusted for the tax effect of:
Non deductible expenses
201 516
Non assessable income
(72) (58)
Difference in overseas tax rates
(15) (4)
Previously unrecognised tax losses now recouped to reduce current tax expense
(561) (99)
Total deferred tax expense/(benefit)
(93) 88
- -
- - Total income tax expense/(benefit)(93) 88
(c) Current tax assets and liabilities
30 June 202031 March 2019
$'000$'000
Current tax assets
Income tax refundable
- 1
- - - 1
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities
based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the
reporting date.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets
are recognised for all deductible temporary differences and unutilised tax losses to the extent that it is probable that taxable profits will be available against which
those deductible temporary differences and unutilised tax losses can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor
the accounting profit.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
These financial statements should be read in conjunction with the Auditor's report.
19
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
6TAXATION (CONTINUED)
(d)Deferred tax balances
30 June 202031 March 2019
$'000$'000
The balance comprises temporary differences attributable to:
Future benefit of losses incurred
370 153
Future benefit of provisions and accruals
117 48
Employee benefits
444 66
Contract liabilities
312 85
Lease liabilities
503 -
- -
Total deferred tax asset
1,746 352
30 June 202031 March 2019
$'000$'000
The balance comprises temporary differences attributable to:
Customer relationships
(216) (19)
Contract asset
(185) (60)
Right-of-use asset
(492) -
- -
Total deferred tax liability
(893) (79)
Movements
$'000$'000$'000$'000$'000
At 1 April 2018
- (38) 222 119 303
(Charged)/credited
to profit or loss
- 19 (69) 20 (30)
to other comprehensive income
- - - - -
-
At 31 March 2019
- (19) 153 139 273
- - - -
Movements
$'000$'000$'000$'000$'000
At 1 April 2019
11 (19) 153 139 284
(Charged)/credited
to profit or loss
- 35 (78) 154 111
-
arising from business combinations
- (232) 295 395 458
-
At 30 June 2020
11 (216) 370 688 853
- - - -
Critical accounting judgements and estimates
(e) Imputation credits available for use
30 June 202031 March 2019
$'000$'000
New Zealand imputation credits available
- 13
The Group has recognised a deferred tax asset on its statement of financial position as at the reporting date. Significant judgement is required in determining if the
utilisation of deferred tax assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference
is made to the latest forecasts of future earnings of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine
the availability of the losses to offset against the future taxable profits.
Judgement is required to assess the deferred tax asset in relation to losses available. The balance represents the reasonable benefit that the Group is expected to
utilise in the coming financial year. The Directors have not recognised the benefit of unutilised tax losses beyond one year due to uncertainty with regards to future
shareholder continuity.
Subject to the provisions of the Income Tax Act 2007, the benefit of these credits may be passed to the shareholders as imputed tax paid on future dividends.
Subject to the various income tax legislations being met the losses carried forward at 30 June 2020 are estimated to be $6,352,724 of which $1,321,867 have been
recognised.
Deferred tax asset
Deferred tax liability
Customer
relationships
Tax losses
Right-of use
assets & lease
liabilities
Total
Provisions
& accruals
(inc employee benefits)
Right-of use
assets & lease
liabilities
Customer
relationships
Tax lossesTotal
Provisions
& accruals
(inc employee benefits)
These financial statements should be read in conjunction with the Auditor's report.
20
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
7EARNINGS PER SHARE
There are no instruments that could potentially dilute earnings per share.
30 June 202031 March 2019
Restated
$'000$'000
Earnings for the purpose of basic and diluted earnings per share:
Net profit attributable to shareholders
1,336 (1,041)
Weighted average number of ordinary shares for basic earnings per share
11,450 9,578
Basic and diluted earnings per share (cents)
11.67 (10.87)
8TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised at cost less any provision for impairment. All trade and other receivables have been classified as current assets.
30 June 202031 March 2019
$'000$'000
Trade receivables
2,379 1,189
Related party receivable (note 23(d)).
- 164
Other receivables
454 10
Provision for impairment
(158) (100)
2,675 1,263
Prepayments
278 61
- -
2,9531,324
Allowance for impairment loss
The average credit period on sales of goods is 40 days. No interest is charged on outstanding trade receivables.
Bad debts are written-off when they are considered to have become uncollectable.
The aging of the receivables and allowance for expected credit losses provided for above are as follows:
Expected credit loss rateCarrying amountAllowance for impairment
30 June 202031 March 201930 June 202031 March 201930 June 202031 March 2019
$'000$'000$'000$'000
0-30 days
1.0%1.0%
1,720 855
179
31-60 days
5.0%5.0%
309 141
157
61-90 days
10.0%15.0%
70 37
76
+91 days
42.5%50.0%
280 156
11978
2,3791,189158100
- - - -
30 June 202031 March 2019
$'000$'000
At 1 April
(100) (133)
Provisions acquired on business combination(80)-
Additional provisions recognised(94)(9)
Receivables written off during the year116
42
- - At period end
(158)(100)
Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of shares on issue during
the year. Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.
The Group has used specific identification on all overdue debtors. The Group measures the loss allowance on the balance of trade receivables at an amount equal
to lifetime expected credit losses (ECL). The ECL on trade receivables are estimated using a provision matrix referring to past default experience of the debtors and
an analysis of the debtors' current financial position, adjusted for factors that are specific to the debtors, general economic conditions in which the debtors operate
and an assessment of both the current and forecast direction of conditions at the reporting date.
Movements in the provision for impairment loss were as follows:
These financial statements should be read in conjunction with the Auditor's report.
21
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
9CONTRACT ASSETS (WORK IN PROGRESS)
30 June 202031 March 2019
$'000$'000
- -
Contract assets646296
The reconciliation of the values at the beginning and end of the current and previous financial year are set out below:
30 June 202031 March 2019
$'000$'000
Balance at the beginning of the period
296-
On adoption of IFRS15 (revenue recognition)
- 317
Acquired from business combinations
39-
Transfer from contract assets to expenses
(335)(317)
Costs incurred for work performed but not yet recognised
646296
Foreign currency translation
- -
Balance at the end of the period
646296
10OTHER ASSETS
30 June 202031 March 2019
$'000$'000
- - Security deposits
154-
Classified as
Current - -
Non-current154 -
154 -
11TRADE AND OTHER PAYABLES
30 June 202031 March 2019
$'000$'000
Trade payables
1,307 508
Related party payables (note 23(d)).
52 29
Payroll taxes and other statutory liabilities
481 206
Other payables and accruals
947 267
- -
2,7871,010
A contract asset is recognised for amounts relating to services rendered but not yet recognised. The costs recognised as contract assets are released to the
statement of comprehensive income when the related revenue for the contract is released.
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
These financial statements should be read in conjunction with the Auditor's report.
22
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
12PROVISIONS
Wages, salaries, annual leave, long service leave
30 June 202031 March 2019
$'000$'000
- - Employee benefits
1,501233
Classified as
####Current 1,232 233
####Non-current269 -
- - 1,501 233
13CONTRACT LIABILITIES
30 June 202031 March 2019
$'000$'000
- - Contract liabilities1,989 705
The reconciliation of the values at the beginning and end of the current and previous financial period are set out below:
30 June 202031 March 2019
$'000$'000
Balance at the beginning of the period
705-
On adoption of IFRS15 (revenue recognition)
- 520
Acquired from business combinations
35-
Decrease due to revenue recognised from performance obligations satisfied
(703)(489)
Revenue raised for work performed but not yet recognised
1,952674
Balance at the end of the period
1,989705
Liabilities for wages and salaries, including non-monetary benefits, and annual leave are recognised in respect of employees’ services up to the reporting date.
They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities recognised in respect of other long-term employee benefits are
measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the
reporting date.
A contract liability is recognised for amounts received or due relating to services performed or expected to be performed. The Group's revenue recognition policy is
stated at Note 3 which details when each class of revenue is released to the profit and loss.
These financial statements should be read in conjunction with the Auditor's report.
23
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
14BUSINESS COMBINATIONS
(a)Kilimanjaro Consulting Pty Limited
Range of inputs
31 December 2019
Future maintainable earnings (EBITDA) (AU$'000)739
Recurring earnings multiple7.00x
Fair value
$'000
Cash and cash equivalents71
Trade and other receivables1,348
Contract assets24
Other accrued current assets79
Trade and other current payables(1,891)
Employee benefit liabilities(982)
Revenue in advance (other accrued current liabilities)(393)
Other term receivables and advances124
Property plant and equipment231
Intangible assets (customer relationships)774
Right-of-use asset910
Lease liability(910)
Borrowings(215)
Deferred tax asset458
Total net assets/(liabilities) acquired(372)
Goodwill4,740
4,368
The reconciliation of the carrying amount and goodwill is as follows:
$'000
Carrying amount of the Group's interest in the joint venture as at 31 March 20192,037
NZIFRS16 opening balance adjustment(49)
Share of loss from equity accounted investment277
Carrying amount of the Group's interest in the joint venture prior to business combination2,265
Further consideration paid2,147
Gain/(loss) on fair value of previously held interest(44)
4,368
The transaction was settled by Enprise Group Limited issuing 2,854,649 of its shares at $0.752 per share or NZ$2,146,696.
The Group engaged BDO Auckland to provide accounting advice and valuation services in relation to the business combination of Kilimanjaro Consulting Pty Limited,
including the assessment of the group's previously held equity interest prior to acquisition at NZ$2.221m. The table below summarises the quantitative information
about the significant unobservable inputs used in this level 3 fair value measurement.
Kilimanjaro Consulting Pty Limited is the largest MYOB solutions provider in Australia and the acquisition makes Enprise Group Limited now the largest MYOB
solutions provider in both Australia and New Zealand. The shared strategy of the two companies is to benefit clients by applying the best processes, procedures and
systems from each organisation to create the most efficient delivery of services. The previously separate Enterprise solutions teams already have a history of working
constructively together on the delivery of selected customer projects and these synergies will be further enhanced under full control.
Unobservable inputs
Relationship of unobservable inputs to fair value
Increasing future maintainable earnings and the revenue multiple each by 4%
would increase fair value by NZ$207,000; Lowering each of the above inputs by
4% would decrease fair value by NZ$199,000
Enprise Group Limited acquired the balance of the ordinary shares of Kilimanjaro Consulting Pty Limited under the put option of the deed dated 29 August 2017. The
directors agreed to accept the put option exercised with an effective date of effective 1 January 2020 and on that date took 100% ownership and full control of
Kilimanjaro Consulting Pty Limited.
The full acquisition gave rise to goodwill of AU$4,549,557 and additional customer relationships of AU$697,994.
The acquired business contributed revenues of NZ$3,890,378 and profit after tax of NZ$146,526 to the consolidated entity for the period from 1 January 2020 to 30
June 2020. If the acquisition occurred on 1 April 2019 the full period contributions would have been revenues of NZ$11,768,241 and profit after tax of NZ$1,134,751.
These financial statements should be read in conjunction with the Auditor's report.
24
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
14BUSINESS COMBINATIONS (CONTINUED)
(b)iSell Pty Limited
Range of inputs
27 May 2020
Recurring revenue (AU$'000)740
Non recurring revenue (AU$'000)81
Recurring revenue multiple5.38x
Non recurring revenue multiple1.0x
Fair value
$'000
Cash and cash equivalents(48)
Trade and other receivables106
Contract assets15
Other accrued current assets120
Trade and other current payables(315)
Provisions(223)
Other accrued current liabilities(360)
Property plant and equipment21
Intangible assets (software)2,643
Intangible assets (customer relationships)118
Borrowings(72)
Right-of-use asset144
Lease liability(144)
Total net assets/(liabilities) acquired2,005
Goodwill1,007
3,012
The reconciliation of the carrying amount and goodwill is as follows:
$'000
Carrying amount of the Group's interest in the joint venture as at 31 March 2019 (restated)604
Share of loss from equity accounted investment to 27 May 2020(293)
Further investment in joint venture prior to control being achieved942
Carrying amount of the Group's interest in the joint venture prior to business combination1,253
Gain/(loss) on fair value of previously held interest129
Fair value of previously held interest1,382
Further consideration paid on 27 May 2020 - non-cash conversion of loan760
Non-controlling interest 870
Less: Net identifiable assets acquired(2,005)
- Goodwill on acquisition1,007
The Group engaged BDO Auckland to provide accounting advice and valuation services in relation to the business combination of iSell Pty Limited and its
subsidiaries, including assessment of the fair value of the group's previously held interest in iSell Pty Limited at NZ$1.382m. The table below summarises the
quantitative information about the significant unobservable inputs used in this level 3 fair value measurement.
Enprise Group is a hi-tech software and services investment company and the continued investment and ultimate control of iSell Pty Limited fits well into this strategy.
The Group sees future synergies between iSell and Datagate Innovation Limited as they both target the same Managed Service Provider market and can link their
sales and marketing functions to give each other sales introductions.
Unobservable inputs
Relationship of unobservable inputs to fair value
Increasing recurring revenue, non recurring revenue, the recurring revenue
multiple, and the non recurring revenue multiple each by 4% would increase fair
value by NZ$181,000; Lowering each of the above inputs by 4% would decrease
fair value by NZ$174,000
iSell Pty Limited is the creator of the ITQuoter system and provides its ITQuoter system around the world. The full acquisition gave rise to goodwill of AU$573,656
and customer relationships of AU$127,645. The non-controlling interest in iSell on acquisition was NZ$1,169,610.
The acquired business contributed revenues of NZ$169,097 and profit after tax of NZ$46,507 to the consolidated entity for the period from 27 May 2020 to 30 June
2020. If the acquisition occurred on 1 April 2019 the full year contributions would have been revenues of NZ$1,157,776 and a loss after tax of NZ$896,509.
On 27 May 2020 Enprise Group Limited, acquired a further 1,772,085 shares in iSell Pty Limited taking the total shareholding in the company to 50.82% and gaining
control of the company. The total consideration for this transaction was NZ$759,891 and was funded through repayment of advances made to the company during
the year.
These financial statements should be read in conjunction with the Auditor's report.
25
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
14BUSINESS COMBINATIONS (CONTINUED)
(b)iSell Pty Limited (continued)
30 June 2020
49.18%
1 mth $'000
Assets
Cash and cash equivalents
472
Trade and other receivables
118
Contract assets
14
Other current assets
-
Staff receivables - non current
60
Property plant and equipment
19
Intangible assets
3,728
Right-of-use assets - non-
current
142
Total assets4,553
Liabilities
Trade and other payables
(276)
Contract liabilities
(72)
Provisions - non-current
(302)
Borrowings - non current
(44)
Lease liabilities - non-current
(134)
Related party payable
(259)
Total liabilities(1,087)
Net assets
3,466
Net assets attributable to NCI
1,705
30 June 2020
49.18%
1 mth $'000
Revenue from contracts with customers
169
Net profit/(loss)
47
Other comprehensive income
-
Total comprehensive income
47
- Total comprehensive income attributable to NCI
23
Enprise Group Limited acquired a controlling stake in iSell on 27 May 2020. Equity was also introduced by other non-controlling interests amounting to NZ$492,000
which resulted in a year end non-controlling interest percentage of 49.18%.
Summary of financial position
Summary of financial performance
Enprise Group Limited consolidates 100% of iSell's results and presents the portion of profit/(loss) and other comprehensive income attributable to a non-controlling
interest (NCI).
These financial statements should be read in conjunction with the Auditor's report.
26
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
30 June 202031 March 2019
Restated
$'000$'000
Carrying amount at the beginning of the period3,440 4,577
Impact of changes in carrying amount as a result of NZ IFRS 16 (see note 28)(49) -
3,391 4,577
New investment in joint ventures and associates1,118 427
Reduction in investments due to business combinations(3,517) -
-
Equity earnings/(losses) from associates and joint ventures
(618) (1,209)
- -
Other gains/(losses) related to associates and joint ventures
257 208
Write down of carrying value of joint venture- (563)
Currency translation(3) -
- -
6283,440
30 June 202031 March 2019
Restated
$'000$'000
Investment in equity accounted joint venture
Datagate Innovation Limited628 799
Kilimanjaro Consulting Pty Limited- 2,037
Investment in equity accounted associate
iSell Pty Limited- 604
- -
6283,440
(a)Joint ventures and associates
Percentage ownership
30 June 202031 March 2019
Datagate Innovation LimitedNew ZealandSoftware sales33.50 36.05
Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales & supportn.a *47.09
iSell Pty LimitedAustraliaSoftware salesn.a *19.87
* Refer to note 14 for details of the acquisition of these former joint ventures and associates.
The Group's joint venture and associates at 30 June 2020 are set out below. The country of incorporation or registration is also their principal place of business.
Name of EntityPrincipal Activity
Carrying amount of joint ventures and associates
Investment by joint venture or associate
If the carrying amount of the equity accounted investment exceeds its recoverable amount, it is written down to the latter. When the Group's share of accumulated
losses in an associate or joint venture equals or exceeds its carrying value, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the associate or joint venture
The requirements of NZ IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an
associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with NZ IAS 36
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss
recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is
recognised in accordance with NZ IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint
control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of
the parties sharing control.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
Investments in joint ventures and associates are accounted for using the equity method and are measured in the statement of financial position at cost adjusted for
the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. Goodwill relating to associates and joint ventures is included
in the carrying amount of the investment.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the
identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
Country of incorporation
These financial statements should be read in conjunction with the Auditor's report.
27
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)
(b)Summary financial information of joint ventures
30 June 202031 March 2019
$'000$'000
Net assets of joint venture5571,199
Proportion of the Group's ownership interest in the joint venture187432
Goodwill441367
Carrying amount of the Group's interest in the joint venture
628799
30 June 202031 March 2019
$'000$'000
Assets and liabilities of joint ventures are as follows:
Current assets
747 737
Non-current assets
377 818
Current liabilities
(282) (158)
Non-current liabilities
(285) (198)
5571,199
Results of joint venture
15 mths $'00012 mths $'000
Revenue
1,160 441
Losses after taxation
(1,740) (1,542)
Total comprehensive income
(1,740) (1,542)
Group share of loss
(603)(590)
Group share of total comprehensive income is made up of the following:
Gain on dilution257 208
Share of operating loss(603) (590)
Group share of total comprehensive income
(346)(382)
30 June 202031 March 2019
$'000$'000
Balance sheet
Cash and cash equivalents
533 635
Trade and other receivables
193 83
Trade and other creditors
(209) (108)
Property, plant and equipment
19 12
Intangible assets
358 805
Profit and loss
Depreciation and amortisation
476 390
Interest income
- (13)
Summary of joint venture's financial statements
Other key financial information
Datagate Innovation Limited (Datagate) is a software company which provides online billing solutions for telecommunication services and other usage based services.
Datagate has been involved in a number of capital raising events the most recent being October 2019 where the Group acquired an additional 92,632 shares but was
diluted. As a direct result of the capital raising the Group has recognised a gain on dilution of $256,605 (last year: $208,022).
Datagate is a limited liability company whose legal form confers separation between the parties to the joint arrangement and the company itself. The joint
arrangement is governed by a Shareholder Agreement. The Shareholders Agreement states that at least 75% of the board of directors are required to approve all
relevant activities. Enprise has the ability to appoint one out of three directors and therefore has joint control. Furthermore, the parties to the joint arrangement have
rights to the net assets of the arrangement on wind up. The joint arrangement is therefore classified as a joint venture and the Group accounts for its investment in
accordance with the equity method.
The Board is comfortable that there is no impairment to the carrying value of Datagate due to external investment continuing to be received. The last capital raise in
October 2019 was at $1.90 per share valuing Datagate at $10,537,330. Enprise's shareholding at $1.90 per share is $3,089,581, this is substantially higher than the
carrying value. If the Board decided to liquidate this asset the recovery is expected to be significantly higher than the carrying value.
Datagate Innovation Limited
These financial statements should be read in conjunction with the Auditor's report.
28
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)
(b)Summary financial information of joint ventures (continued)
31 March 2019
$'000
Net assets of joint venture(1,882)
Proportion of the Group's ownership interest in the joint venture(886)
Goodwill3,046
Write down of carrying value of joint venture(123)
Carrying amount of the Group's interest in the joint venture
2,037
31 March 2019
$'000
Assets and liabilities of joint ventures are as follows:
Current assets
2,231
Non-current assets
813
Current liabilities
(3,937)
Non-current liabilities
(989)
(1,882)
Results of joint venture
$'000
Revenue from contracts with customers
8,380
Profit/(loss) after taxation
(1,266)
Total comprehensive income/(loss)
(1,266)
Group share of total comprehensive income/(loss)
(596)
31 March 2019
$'000
Balance sheet
Cash and cash equivalents
275
Trade and other receivables
1,249
Trade and other creditors
(1,196)
Current financial liabilities
(57)
Non-current financial liabilities
(142)
Property, plant and equipment
267
Intangible assets
65
Profit and loss
$'000
Depreciation and amortisation
(818)
Interest income
4
Interest expense
(40)
Income tax benefit
242
-
Kilimanjaro Consulting Pty Limited
Summary of joint venture's financial statements (converted to NZD)
Other key financial information (converted to NZD)
Refer to note 14 for details of the acquisition of this former joint venture.
These financial statements should be read in conjunction with the Auditor's report.
29
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
15INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)
(c)Summary financial information of associates
31 March 2019
Restated
$'000
Net assets of associate920
Proportion of the Group's ownership interest in the associate183
Goodwill861
Write down of carrying value of joint venture(440)
Carrying amount of the Group's interest in the associate
604
.
31 March 2019
$'000
Assets and liabilities of associate are as follows:
Current assets
237
Non-current assets
1,179
Current liabilities
(421)
Non-current liabilities
(75)
920
Results of associate
$'000
Revenue
888
Losses after taxation
(104)
Total comprehensive income
(104)
Group share of total comprehensive income
(23)
31 March 2019
$'000
Balance sheet
Cash and cash equivalents
17
Trade and other receivables
111
Trade and other creditors
(34)
Property, plant and equipment
40
Intangible assets
1,139
Profit and loss
Depreciation and amortisation
(25)
Interest income
-
Interest expense
(11)
Income tax expense or benefit
-
Refer to note 14 for details of the acquisition of this former associate.
Summary of associate's financial statements (converted to NZD)
Other key financial information (converted to NZD)
iSell Pty Limited
These financial statements should be read in conjunction with the Auditor's report.
30
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
16INVESTMENTS IN OTHER ENTITIES
30 June 202031 March 2019
$'000$'000
Carrying amount at the beginning of the year593 321
New investment in other entities- 24
- - Changes in fair value of other investments220 345
Sale of investment in other entities- (97)
- -
813593
30 June 202031 March 2019
$'000$'000
- - Vadacom Holdings Limited
813593
Vadacom Holdings Limited
The table below summarises the quantitative information about the significant unobservable inputs used in this level 3 fair value measurement.
Range of inputs
20202019
Recurring revenue ($'000)2,500 1,701
Non recurring revenue ($'000)1,353 1,573
Recurring revenue multiple4.20x4.15x
Non recurring revenue multiple1.0x1.0x
Zhik Pty Limited
Carrying amount of investments in other entities
At 30 June 2020 the shares in Vadacom Holdings Limited have been independently valued at $14.25 (31 March 2019: $10.40) resulting in a gain of $219,631 (last
year: $345,415). This gain has been recognised as other comprehensive income.
Relationship of unobservable inputs to fair value
Increasing recurring revenue, non recurring revenue, the recurring revenue
multiple, and the non recurring revenue multiple each by 4% would increase fair
value by $62,000 (last year: $47,000); Lowering each of the above inputs by 4%
would decrease fair value by $60,000 (last year: $45,000).
Unobservable inputs
Management continues to hold the assets for the medium to long term and the assets are therefore recognised as non-current. The Group revalued the investments
at fair market value at the end of the financial year.
The shareholding in Zhik Pty Limited was relinquished in the previous financial year.
The Group has made a decision to adopt NZ IFRS 9 to measure the equity investment in Vadacom Holdings Limited at fair value through other comprehensive
income (FVOCI).
In November 2017 the Group acquired a 6.49% shareholding in Vadacom Holdings Limited, a cloud based VOIP phone and virtual PABX provider. Subsequent
dilution of shares has resulted in a reduction to Enprise's shareholding to 6.45% at balance date.
These financial statements should be read in conjunction with the Auditor's report.
31
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
17PROPERTY PLANT AND EQUIPMENT
Computer equipment20-50%
Furniture and fittings10-50%
Office equipment10-50%
$'000$'000$'000$'000
At 1 April 2018
Cost195 172 87 454
Accumulated amortisation and impairment(148) (128) (75) (351)
Net book value47 44 12 103
Year ended 31 March 2019
Opening net book value amount47 44 12 103
Additions19 10 1 30
Depreciation charge(31) (17) (2) (50)
Closing net book value35 37 11 83
At 31 March 2019
Cost214 182 88 484
Accumulated amortisation and impairment(179) (145) (77) (401)
- Net book value35 37 11 83
Period ended 30 June 2020
Opening net book value amount35 37 11 83
Additions through business combinations137 103 11 251
Additions43 - 4 47
Reclassifications4 - (4) -
Depreciation charge(67) (32) (5) (104)
Foreign exchange gain/(loss)4 3 - 7
Closing net book value156 111 17 284
At 30 June 2020
Cost396 289 100 785
Accumulated amortisation and impairment(240) (178) (83) (501)
- Net book value156 111 17 284
- - - -
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such costs include the cost of
replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. The cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the statement of comprehensive income as
incurred.
Depreciation on fixed assets is calculated using the diminishing value method to allocate their costs, net of their residual values over their estimated useful lives as
follows:
Computer
equipment
Furniture
and fittings
Office
equipment
Total
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end.
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use.
These financial statements should be read in conjunction with the Auditor's report.
32
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
18INTANGIBLE ASSETS
Goodwill
Customer relationships
Software
$'000$'000$'000$'000
At 1 April 2018
Cost- 329 1,626 1,955
Accumulated amortisation and impairment- (195) - (195)
Net book value- 134 1,626 1,760
Year ended 31 March 2019
Opening net book value amount- 134 1,626 1,760
Amortisation charge- (65) - (65)
Closing net book value- 69 1,626 1,695
At 31 March 2019
Cost- 329 1,626 1,955
Accumulated amortisation and impairment- (260) - (260)
- Net book value- 69 1,626 1,695
Year ended 30 June 2020
Opening net book value amount- 69 1,626 1,695
Additions through business combinations2,643 893 5,747 9,283
Additions- 19 19 38
Exchange differences(12) 19 121 128
Amortisation charge(22) (162) - (184)
Closing net book value2,609 838 7,513 10,960
- - -
At 30 June 2020
Cost2,631 1,260 7,513 11,404
Accumulated amortisation and impairment(22) (422) - (444)
- Net book value2,609 838 7,513 10,960
For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGU). The impairment test is based on an estimated discounted
cash flow analysis (value in use). Estimated future cash flow projections are based on the Group's five-year business plan for the business units.
Customer relationship costs are carried at cost (being assessed from value on acquisition) less accumulated amortisation and accumulated impairment losses.
This intangible asset has been assessed as having a finite life and is amortised using the straight line method over a period of 5 years. The amortisation has been
recognised in the statement of comprehensive income within depreciation and amortisation expense. If an impairment indication arises, the recoverable amount is
estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. No impairment has been assessed
for the current financial year (last year: nil).
"In-house" developed software costs are capitalised on completion and amortised on a straight-line basis over the period of their expected benefit, being their finite
life of 10 years. The software on acquisition was assessed at a value of AU$2,459,500. Employment costs associated with developing the software are
capitalised when the costs are incurred. The amount of the charges capitalised is based on the proportionate time each employee spends on developing the
software.
Software
Customer
relationships
GoodwillTotal
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities
and contingent consideration acquired.
Goodwill is assessed as having an indefinite useful life and is not amortised but is subject to impairment testing annually or whenever there are indications of
impairment.
These financial statements should be read in conjunction with the Auditor's report.
33
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
18INTANGIBLE ASSETS (CONTINUED)
Significant intangible assets held are as follows:
Carrying amount
$'000
Customer Relationships - Kilimanjaro Consulting Pty Limited672 54 months
Customer Relationships - iSell Pty Limited116 59 months
ITQuoter software2,609 119 months
30 June 202031 March 2019
$'000$'000
Enterprise division - New Zealand
1,227 1,209
Enterprise division - Australia
5,283 417
iSell
1,003 -
- -
7,5131,626
Key assumptions used in determining the future cash flows from each CGU over the next 5 years are as follows.
New Zealand
Australia
%%
Revenue growth rate (next 5 years)
2.50%2.50%
Discount rate (next 5 years)
20.00%20.00%
2020/212021/222022/232023/242024/25
%%%%
%
Revenue growth rate
39.30%84.03%42.89%30.02%26.35%
Discount rate (next 5 years)
31.91%(post tax 25.70%)
Management has performed sensitivity analysis on iSell Pty Limited and as a result the key assumptions and the effect on the carrying value is as follows:
+ 5%- 5%
$'000$'000
Revenue growth rates
303 (284)
Discount rates
(890) 608
The carrying value of iSell Pty Limited is impaired when the growth rate decreases by 5.10% and the pre-tax discount rate is above 33.34% (post tax 26.91%).
Remaining
amortisation period
The carrying amounts of goodwill allocated to the cash generating units are outlined below:
The terminal value is based on a 2% perpetual revenue growth rate after five years. These assumptions are based on continued growth in new products and services
being delivered by Enprise to both new and existing customers.
The discount rate was estimated based on the weighted average cost of capital of similar public listed companies adjusted for differences in risk profiles.
It is assumed that cost increases consistent with growth rates except for increases in staff numbers required to support the growth in customer numbers.
Management has performed sensitivity analysis on the Enterprise Solutions divisions key assumptions and believes that no reasonably foreseen possible changes in
any of the above key assumptions would cause the carrying value of goodwill to be materially lower than its recoverable amount.
iSell Pty Limited
Enterprise Solutions
Sensitivity analysis
These financial statements should be read in conjunction with the Auditor's report.
34
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
19RIGHT-OF-USE ASSETS
PropertyTotal
$'000$'000
At 1 April 2019
Cost767 767
Accumulated depreciation(649) (649)
Net book value recognised on 1 April 2019118 118
Year ended 30 June 2020
Opening net book value amount118 118
Additions1,075 1,075
Acquisitions from business combinations1,058 1,058
Exchange differences17 17
Depreciation charge(417) (417)
- Closing net book value1,851 1,851
At 30 June 2020
Cost2,167 2,167
Accumulated amortisation and impairment(316) (316)
- Net book value1,851 1,851
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease
liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, and any initial direct costs
incurred by the lease.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter.
Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-
value assets. Lease payments on these assets are expensed to profit or loss as incurred.
From 1 April 2019, leases are recognised as a right-of-use asset and a lease liability at the lease commencement date.
The Group's right-of use assets consist only of property leases which up until 31 March 2019 were classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease.
These financial statements should be read in conjunction with the Auditor's report.
35
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
20BORROWINGS
Cash on hand and at bank
- - For the purposes of the statement of cash flows, cash and cash equivalents consist of cash on hand and at bank.
Borrowings
30 June 202031 March 2019
$'000$'000
Current cash on hand / (borrowings)
- -
Cash on hand and at bank
3,169 771
- -
Bank borrowings
(347) (635)
Other borrowings
- -
2,822 136
Non-current borrowings
Bank borrowings - non current
(94) -
Other borrowings - non current
(44) -
- -
Non-current borrowings
(138) -
Net cash on hand
2,684136
(a)Summary of borrowing arrangements
- An interest only loan of AU$11,000 due to a shareholder of iSell (Bullitt Super Fund). The interest rate at 30 June 2020 is 10.9%.
- At 30 June 2020 AU$28,393 remains owing to an ex employee for an original settlement on 30 June 2015 of AU$120,000. The interest rate at balance date is 5%.
- As at 28 February 2020 iSell has financed insurance premiums over 10 months at 9.29%.
(b)Reconciliation of liabilities arising from financing activities
Bank borrowingsOther borrowingsLease Liabilities
$'000$'000$'000
Balance at 1 April 2018
949 - -
Financing cash flows(314) - -
-
Balance as at 31 March 2019
635 - -
Adoption of IFRS16- - 157
- Acquisitions from business combinations152 135 -
Non-cash changes(27) 2,140
- - Financing cash flows(350) (65) (415)
Exchange differences4 1 1
- Balance as at 30 June 2020441 44 1,883
- - -
On 3 January 2017 Kilimanjaro Consulting Pty Limited entered into a loan agreement with the Commonwealth Bank of Australia for AU$300,000. The bank loan is
secured by unlimited cross guarantee of Red Cow Investments Pty Limited, Kilimanjaro Consulting Pty Limited and R Baskind. The interest rate at 30 June 2020 is
6.09%. The loan had an original term of 60 months however this has been extended due to 6 months COVID-19 relief and is now due to mature in September 2022.
The balance of the borrowings on date of acquisition was AU$147,027.
The Group acquired historical unsecured borrowings and amounts owing to third parties on the acquisition of iSell Pty Limited, as follows ;
Cash and cash equivalents in the statement of financial position are comprised of cash at bank and in hand and short term deposits with an original maturity of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing
activities are those for which cash flows were, or future cash flows will be, classified in the Group’s statement of cash flows as cash flows from financing activities:
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference
between the net proceeds and the redemption amount is recognised in the profit and loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance
date.
On 15 December 2017 the Company took out a $1 million loan with ASB Bank. The bank loan is secured by unlimited cross guarantee and indemnity from and
between Enprise Group Limited, Enprise Solutions Limited, Enprise Australia Pty Limited, Global Bizpro Limited, and Enprise Limited. The interest rate at 30 June
2020 is 5.35% (last year: 6.82%). The loan has a term of 36 months and will mature on 1 January 2021.
The losses incurred by joint ventures and associates in prior years has seen the Group in technical breach of its banking covenant in respect of interest cover ratio.
The bank has provided a waiver of this breach. The Group has, prior to year end, met the interest cover ratio.
The ASB Bank has provided an overdraft facility of $500,000 and the Commonwealth Bank of Australia has provided an overdraft of AU$260,000.
These financial statements should be read in conjunction with the Auditor's report.
36
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
21LEASE LIABILITIES
30 June 202031 March 2019
$'000$'000
- - Lease liabilities1,883 -
Classified as
- - Current 704 -
- - Non-current1,179 -
- - 1,883 -
(a)Remaining contractual cashflows
Maturity analysis of the contractual undiscounted cashflows are as follows:
30 June 202031 March 2019
$'000$'000
Not later than one year 815 -
Later than one year but not later than 5 years891 -
Later than 5 years 498 -
2,204 -
There are no lease extension options in addition to the lease liability recognised above.
(b)Critical accounting judgements and estimates
Lease Term
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure
the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to
borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether
there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be
exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may
include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties;
existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to
exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made
over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to
be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated
termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future
lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully
written down.
These financial statements should be read in conjunction with the Auditor's report.
37
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
22EQUITY
(a)Share capital
Number of authorised sharesShare capital
Contributed equity - ordinary shares
30 June 202031 March 201930 June 202031 March 2019
sharesshares$'000$'000
Opening ordinary shares9,577,570 9,577,570 6,566 6,566
Issue of ordinary shares - Kilimanjaro acquisition2,854,649 - 2,147 -
Issue of ordinary shares - iSell share swap1,197,234 - 900 -
Issue of ordinary shares - Rights issue 2,271,442 - 1,136 -
- - 15,900,895 9,577,570 10,749 6,566
(b)Dividends
30 June 202031 March 201930 June 202031 March 2019
cents per sharecents per share$'000$'000
Final dividend for the period ended 31 March 2018- 1.00 - 95
- - - 1.00 - 95
23RELATED PARTY TRANSACTIONS
(a)Interest in other Entities
(b)Ultimate Parent
The ultimate parent entity and controlling party is Enprise Group Limited. The Parent is domiciled in New Zealand.
(c)Transactions with Related Parties
During the period, the Group entered into the following trading transactions with related parties.
Sale of services Purchase of services
Name of Entity
30 June 202031 March 201930 June 202031 March 2019
$'000$'000$'000$'000
Kilimanjaro Consulting Pty Limited**321 399 46 49
Zhik Pty Limited- 11 - 19
Vadacom Limited*7 13 - -
Next Telecom*- - 102 -
Datagate Innovation Limited- 17 - -
iSell Pty Limited***107 29 - -
Nicholas Paul (Director)- - 135 3
435 469 283 71
* Vadacom Limited and Next Telecom Limited are subsidiaries of Vadacom Holdings Limited
** The related party transactions for the current period are up to the date of acquisition (1 January 2020)
*** The related party transactions for the current period are up to the date of acquisition (27 May 2020)
On 16 September 2020 the Directors resolved to provide for a final dividend to be paid in respect of the period ended 30 June 2020. The dividend has been paid at a
rate of 2.0 cents per share for all shares on issue at 9 October 2020. 150,683 shares have been issued under the dividend reinvestment plan. No imputation credits
are available to be attached.
All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary share and have equal dividend rights and no par
value.
The Group's principal subsidiaries are set out in note 1(d). Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly
by the Group. The country of incorporation or registration is also their principal place of business.
On 1 January 2020, 2,854,649 shares were issued to existing Kilimanjaro shareholders to acquire the balance of the shares in Kilimanjaro. The shares were issued at
a price of $0.752 per share. On 1 January 2020, 1,197,234 shares were issued to existing shareholders in exchange for shares in iSell Pty Limited. The shares were
issued at a price of $0.752 per share. On 8 May 2020 2,271,442 shares were issued to eligible shareholders as part of a rights issue. The shares were issued at a
price of $0.50 per share.
Share capital comprises of ordinary shares only. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
These financial statements should be read in conjunction with the Auditor's report.
38
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
23RELATED PARTY TRANSACTIONS (CONTINUED)
(d)Outstanding balances arising from sales/purchases of goods and services
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties.
Amounts owed by related partiesAmounts owed to related parties
Name of Entity
30 June 202031 March 201930 June 202031 March 2019
$'000$'000$'000$'000
Kilimanjaro Consulting Pty Limitedn.a146 n.a29
Zhik Pty Limited- 18 - -
Next Telecom Limited- - 52 -
- 164 52 29
0-30 days31-60 days61-90 days+91 daysTotal
$'000
$'000$'000
$'000$'000
At 30 June 2020
- - - - -
At 31 March 2019
33 32 31 68 164
Allowance for impairment loss
(e)Loans to/from related parties
Amounts owed by related partiesAmounts owed to related parties
Name of Entity
30 June 202031 March 201930 June 202031 March 2019
$'000$'000$'000$'000
Kilimanjaro Consulting Pty Limitedn.a572 n.a-
iSell Pty Limitedn.a97 n.a-
- -
- 669 - -
- - Current- 193 - -
- - Non-Current- 476 - -
- 669 - -
(f)Key management personnel
Key management compensation to directors of the group was as follows:
30 June 202031 March 2019
15 mths $'00012 mths $'000
Salaries, bonuses and commissions387 201
Consultancy fees135 3
Directors' fees112 69
634 273
Key management did not receive any termination benefits during the period (last year: nil).
Key management did not receive and are not entitled to receive any post-employment or long term benefits (last year: nil).
Shares issued to directors/related party interests in relation to the business combination are as follows:
$'000Shares
Kilimanjaro put option (1 January 2020)
Red Cow Investments Pty Limited*
1,151
1,530,522
iSell Share swap (1 January 2020)
Nightingale Partners Pty Limited**
450
598,617
*Related party to Ronald Baskind
**Related parties to Lindsay Phillips
The Group has used specific identification on all overdue debtors. The Group measures the loss allowance on related party receivables by referencing past default
experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtor. Through this assessment, only
a small portion of debt has been determined unrecoverable.
The following balances are outstanding at the end of the reporting period in relation to both documented and undocumented loans with related parties.
These financial statements should be read in conjunction with the Auditor's report.
39
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
23RELATED PARTY TRANSACTIONS (CONTINUED)
(g)Directors' fees
Directors received director's fees as detailed below:
Directors' fees
30 June 202031 March 2019
15 mths $'00012 mths $'000
L Phillips50 40
G Cooper- -
N Paul31 25
R Baskind- -
M Fong31 4
- -
112 69
24CASH FLOW RECONCILIATION
30 June 202031 March 2019
Restated
$'000$'000
Profit/(loss) for the period
1,359 (1,041)
Adjustments for:
Depreciation and amortisation
705 115
Net loss/(gain) on foreign exchange(60) 40
Release of fit out loan(19) (15)
Impairment loss on trade receivables24 (33)
Share of loss from equity accounted investments276 1,001
Write down of carrying value of joint ventures- 563
Loan issued in exchange for services(285) (572)
Movements in working capital
(Increase)/decrease in trade and other receivable
(1,629) 22
(Increase)/decrease in contract assets
(350) 21
(Increase)/decrease in income taxes receivable1 (1)
Increase/(decrease) in trade and other payables1,777 130
Increase/(decrease) in provisions1,268 41
Increase/(decrease) in contract liabilities1,284 (18)
(Increase)/decrease in deferred tax asset(1,394) 140
Increase/(decrease) in deferred tax liabilities814 (52)
New working capital assumed on acquisition(1,110) -
- -
Net cash inflow from operating activities2,661341
25CONTINGENT LIABILITIES
There were no material contingent liabilities or assets at balance date (last year: nil).
26SUBSEQUENT EVENTS AFTER BALANCE DATE
Cash flows are included in the statement of cash flows on a gross basis and includes the GST component of cash flows arising from investing and financing activities,
which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.
On 22 October 2020 Enprise Group Limited took up its full allocation of shares (152,290) in a rights issue in Datagate Innovation Limited. The rights issue price was
$2.20 per share or $335,038.
Details of the dividend declared are disclosed in note 22(b).
Reconciliation of net profit to net cash flows from operations:
An offer has been made to the other shareholders of iSell Pty Limited to acquire their shares for AU$0.30 per share. Three shareholders have agreed to accept this
offer which is subject to pre-emptive rights and iSell Board approval.
These financial statements should be read in conjunction with the Auditor's report.
40
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES
(a)Interest rate risk
The local operational bank accounts do not earn interest.
ProfitEquity
30 June 202031 March 201930 June 202031 March 2019
$'000$'000$'000$'000
+1% (100 basis points)(4) (5) (4) (5)
- 1% (100 basis points)4 5 4 5
(b)Credit risk
The Group does not hold any credit derivatives to offset its credit exposure.
(c)Liquidity risk
Contractual maturity analysisless than 6 mths6 - 12 months1 - 3 years> 3 yearsTotal
30 June 2020$'000$'000$'000$'000$'000
-
Trade and other payables2,787 -
- - 2,787
Term loan279 212 102 - 593
Other borrowings3 1 42 1 47
Total
3,069 213 144 1 3,427
Management have reviewed the customer base for industry segments based on SIC codes and have evaluated the credit risk for each segment. There are no
significant concentrations of trade receivable counterparties.
Funds with financial institutions are held on call or short term deposits. The majority of funds are held across three major Australasian trading banks all with a
Standard and Poor's credit rating of AA-.
The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
Exposure at balance date is addressed in each applicable note. The carrying amount of financial assets represents the maximum credit exposure.
The Group trades only with recognised, creditworthy third parties and as such collateral is not requested nor is it the Group’s policy to securitize its trade and other
receivables.
The Group manages its exposure to key financial risks, including interest rate, liquidity risk and currency risk in accordance with the Group’s financial risk
management policy. The objective of the policy is to support the delivery of the Group’s financial targets whilst protecting future financial security.
The Board reviews and agrees policies for managing each of the risks identified below, foreign currency and interest rate risk, credit allowances, and future cash flow
forecast projections.
The Group’s exposure to market interest rates relates primarily to the Group’s cash deposited in interest-bearing call accounts and term loans. Interest rates are
monitored although there is generally no significant variation in interest rates offered by the different major banks.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent
credit rating, financial position, past experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the
board. These risk limits are regularly monitored.
Liquidity risk is the risk of an unforeseen event or miscalculation in the required liquidity level that will result in the Group foregoing investment opportunities or not
being able to meet its obligations in a timely manner, and therefore gives rise to lower investment income or to higher borrowing costs than otherwise. Prudent
liquidity risk management includes maintaining sufficient cash, and ensuring the availability of adequate amounts of funding from credit facilities.
The table below analyses the Group's financial liabilities collated/grouped into relevant maturity bands, based on the remaining period from balance date to the
contractual maturity date.
At 30 June 2020, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and equity would have been
affected as follows:
These financial statements should be read in conjunction with the Auditor's report.
41
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (CONTINUED)
(c)Liquidity risk (continued)
Contractual maturity analysisless than 6 mths6 - 12 months1 - 3 years> 3 yearsTotal
31 March 2019$'000$'000$'000$'000$'000
-
Trade and other payables1,010 -
- - 1,010
Term loan184 184 307 - 675
- Other payables8 7 4 - 19
Total
1,202 191 311 - 1,704
(d)Financial instrument classification
30 June 202031 March 2019
$'000$'000
Financial asset at fair value through other comprehensive income813 593
Amortised Cost
Cash and cash equivalents3,169 771
Trade receivables (excluding prepayments)2,675 1,263
Staff receivables103 87
6,760 2,714
30 June 202031 March 2019
$'000$'000
Trade and other payables2,787 1,010
Other payables- 19
Borrowings44 -
2,831 1,029
(e)Foreign currency risk
Each entity in the Group conducts the majority of its transactions in its functional currency.
The net exposure is not significant due to the size of the foreign operations and is mitigated by the regular transfer of small advances to spread the currency risk over
time. Although each subsidiary or geographic segment is subject to variations in foreign currency rates, each segment is not material.
Financial assets
Financial liabilities at amortised cost
The currency exposure of the Group arises from the effect of any substantial movements in currency rates on the transfer of funds (predominantly in Australian
dollars) to the local currency of the subsidiary to fund operations.
These financial statements should be read in conjunction with the Auditor's report.
42
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
28NEW ACCOUNTING STANDARDS
(a)Adoption of New Standards
There was one new accounting standard adopted during the period.
NZ IFRS 16: Leases (effective for annual periods beginning on or after 1 January 2019).
Recognition and measurement
- Recognition of a lease liability reflects the initial measurement of the present value of lease payments, including reasonably certain renewals.
- The ROU are subsequently measured through depreciating the asset based on NZ IAS 16: 'Property, plant and equipment'.
(b)Summary of NZ IFRS 16 adjustments
Impact to opening retained earnings
$'000
- Balance as at 1 April 2019
(346)
NZ IFRS16 adjustments
Change in recognition of right of use asset
117
Change in recognition of lease liability
(157)
Change in recognition of equity earnings from joint ventures
(49)
Change in deferred tax asset
44
Change in deferred tax liability
(33)
- Adjusted balance at 1 April 2019
(424)
(c)Reconciliation to operating lease commitments
The previously disclosed operating lease commitments at 31 March 2019 are reconciled as follows
1 April 2019
$'000
Total payments previously disclosed173
Adjustments to payments previously disclosed(9)
Impact of discounting at weighted average incremental borrowing rate of 6.82%(7)
157
The impacts of implementing NZ IFRS 16 from 1 April 2019 are as follows for all leases that the Group is party to:
- Initially the right-of-use (ROU) asset has been measured at its carrying amount as if NZ IFRS 16 had been applied since the commencement of the lease, but
discounted using the Group's borrowing rate.
This standard replaces the previous guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the contract conveys the right to control the
use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee was required to make a distinction between a finance
lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now requires a lessee to recognise a lease liability reflecting future lease
payments and a 'right-of-use asset' for virtually all lease contracts. The profit and loss is impacted by the recognition of an interest expense and a depreciation
expense and the removal of the previous rental expense.
- The lease liability is reduced when payments are made and interest taken up based on the effective interest method, using a discount rate determined at
lease commencement.
The Group has elected to adopt the cumulative effect approach under which the Group will not restate comparative information. Based on existing lease
arrangements, the preliminary assessment of the adoption of NZ IFRS 16 results in the recognition of the following:
This standard affected primarily the accounting for the Group's operating leases. Applying the new standard impacted our net profit. Rental and lease expenses
are effectively reclassified into a deprecation component and an interest component to reflect the implied financing in the lease.
These financial statements should be read in conjunction with the Auditor's report.
43
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
29RESTATEMENT OF COMPARATIVES
(a)Summary of restatement
Inputs used - iSell Pty Limited2019
Fair value estimate
Recurring revenue (AU$'000)731
Non recurring revenue (AU$'000)32
Recurring revenue multiple4.38x
Non recurring revenue multiple1.0x
(b)
Impact to profit and loss
31 March 2019
as reported
adjustment
31 March 2019
as restated
$'000$'000$'000
Revenue from contracts with customers6,714
- 6,714
Other operating income*12
35 47
Employee expense(4,080)
- (4,080)
Other operating costs*(1,943)
(35) (1,978)
Other gains/(losses) - net(40)
- (40)
Equity earnings/(losses) from associates and joint ventures(1,001)
- (1,001)
Write down of carrying value of joint ventures(123)
(440) (563)
Finance cost - net(52)
- (52)
Income tax benefit/(expense)(88)
- (88)
Profit/(loss) for the period
(601) (440) (1,041)
- -
Other Comprehensive Income
Foreign currency translation differences10
- 10
Changes in the fair value of investments through other comprehensive income345
- 345
Total comprehensive income for the period
(246) (440) (686)
- -
* Recharged to associates and joint ventures have previously been applied against costs.
After the application of the above inputs it was concluded that the prior year carrying value was overstated by $440,285 and that the impairment be adopted and
corrected for in the comparative information.
After consultation with independent corporate finance advisors, the post tax WACC rate was adjusted from 14% (20% pre tax) in the 2019 annual report to 25.7%. A
fair value estimate was considered as well as a value-in-use model. Other parameters used to reassess the recoverable amount of our previous carrying value in
iSell Pty Limited at 31 March 2019 are as follows:
Following the qualified audit opinion on the financial statements for the year ended 31 March 2019, Enprise Group undertook a review of the methodology and
parameters used to support the previous carrying values for its investments in Kilimanjaro Consulting Pty Ltd and iSell Pty Ltd. Advice was sought from independent
corporate finance advisors - no adjustment was necessary in relation to Kilimanjaro, however an impairment charge was required for iSell which related to the 31
March 2019 period.
These financial statements should be read in conjunction with the Auditor's report.
44
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the 15 months ended 30 June 2020
29RESTATEMENT OF COMPARATIVES (CONTINUED)
(c)
Impact to balance sheet
31 March 2019
as reported
adjustment
31 March 2019
as restated
$'000$'000$'000
Assets
Cash and cash equivalents771
- 771
Trade and other receivables1,324
- 1,324
Contract assets296
- 296
Current tax assets1
- 1
Staff receivables54
- 54
Loans to related parties193
- 193
Investments in associates, joint ventures3,880
(440) 3,440
Investments in other entities593
- 593
Staff receivables - non current33
- 33
Property plant and equipment83
- 83
Intangible assets1,695
- 1,695
Deferred tax asset352
- 352
Other non-current assets476
- 476
9,751 (440) 9,311
Liabilities & Equity
Trade and other payables1,010
- 1,010
Provisions233
- 233
Contract liabilities705
- 705
Borrowings635
- 635
Other current liabilities15
- 15
Deferred tax liability79
- 79
Other non-current liabilities4
- 4
Share capital6,566
- 6,566
Foreign exchange translation reserve65
- 65
Financial assets at FVOCI reserve345
- 345
Retained earnings94
(440) (346)
9,751 (440) 9,311
These financial statements should be read in conjunction with the Auditor's report.
45
Enprise Group Limited
Corporate Information
for the 15 months ended 30 June 2020
Company Information
New Zealand company number1562383
ARBN (Australian Registered Body Number)125 825 792
ABN (Australian Business Number)41 125 825 792
Contact DetailsNew ZealandPrincipal place of business
Level 2, 16 Hugo Johnston DriveLevel 2, 16 Hugo Johnston Drive
Penrose, Auckland 1061Penrose, Auckland 1061
PO Box 62262Phone: +64 9 829 5500
Sylvia Park
Auckland 1644Registered office
Phone: +64 9 829 5500Level 2, 16 Hugo Johnston Drive
Fax: +64 9 829 5501Penrose, Auckland 1061
Australia Principal place of business – Australia
Level 4, 122 Walker StreetLevel 4, 122 Walker Street
North SydneyNorth Sydney, NSW 2060
NSW 2060
Phone: +61 2 8355 7055
Fax: +61 2 8355 7045
Internet addresswww.enprisegroup.com
Emailinfo@enprisegroup.com
DirectorsGeorge Cooper
Chief Executive Officer
Lindsay Phillips
Chairman
Nicholas Paul
Non-executive Director
Ronald Baskind
Executive Director
Marissa FongNon-executive Director
Share RegisterLink Market Services Limited
Level 7, Zurich House
21 Queen Street
Auckland, New Zealand
Phone: +64 9 375 5990
Enprise Group Limited shares are listed on the NZX Market
AuditorRSM Hayes Audit
LawyerHudson Gavin Martin, Auckland, New Zealand
Sean Joyce, Auckland, New Zealand
Principal BankersASB Bank Limited, Auckland, New Zealand
46
Independent Auditor’s Report
To the shareholders of
Enprise Group Limited
Opinion
We have audited the consolidated financial statements of Enprise Group Limited and its subsidiaries (the
group), which comprise:
- the consolidated statement of financial position as at 30 June 2020;
- the consolidated statement of comprehensive income for the 15 month period then ended;
- the consolidated statement of changes in equity for the 15 month period then ended;
- the consolidated statement of cash flows for the 15 month period then ended; and
- the notes to the consolidated financial statements, which include significant accounting policies.
In our opinion, the consolidated financial statements on pages 6 to 45 present fairly, in all material respects, the
financial position of the group as at 30 June 2020, and of its financial performance and its cash flows for the
period then ended in accordance with New Zealand equivalents to International Financial Reporting Standards
and International Financial Reporting Standards.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)). 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 we have no relationship with, or interests in, the group.
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. The three key audit matters identified on the
subsequent pages 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.
Acquisitions of Kilimanjaro Consulting Pty Limited and iSell Pty Limited
Why we considered this to be a key audit matter
As detailed in Note 14 Business Combinations,
increases in the Enprise Group’s level of investment
has led to control being obtained over both
Kilimanjaro Consulting Pty Limited (Kilimanjaro) and
iSell Pty Limited (iSell). Both of these entities were
previously recorded as equity-accounted joint
ventures or associates, and are now considered
subsidiaries of the group.
The accounting requirements for such acquisitions
achieved in stages (step acquisitions), where non-
controlling interests were previously held as equity-
accounted investments, require significant
judgements in relation to:
- Determining the date that control was achieved
- Remeasurement of the previously held equity
interest in each acquiree at the respective
acquisition-date
- Determining the fair values of the acquired
assets and liabilities of each acquiree, including
intangible assets acquired, for the purposes of
determining the initially recorded values of those
acquired assets and liabilities within the Enprise
group.
As the accounting for these acquisitions has a
continuing impact on the balance sheet and reported
results, this area was considered to be a key audit
matter given the financial significance and degree of
subjectivity in making these assessments.
How our audit addressed this key audit matter
In order to evaluate the date that control was
achieved, for both acquisitions we obtained and
considered:
- Details of the existing arrangements between
shareholders and the additional investment
made in the period;
- The group’s accounting advisors reports in
relation to each acquisition.
We obtained management’s advisors reports
estimating the fair value of the previously held
interests in each of the acquirees. We evaluated
the competencies of management’s expert and the
suitability of their work for the purposes of the
estimates. We assessed the reasonableness of the
valuation methodology and the range of inputs
utilised.
We performed tests of detail in relation to the
completeness, accuracy and valuation of the
acquired assets and liabilities.
Where fair value was required to be estimated in
relation to acquired intangible assets, we obtained
management’s workings, evaluated the
assumptions made and tested the calculations to
ensure the valuation estimates used were
appropriate.
We considered whether the accounting entries
recognised to account for the step acquisitions were
consistent with the requirements of NZ IFRS 3
Business Combinations, and evaluated the related
disclosures.
We confirmed the consideration transferred for the
acquisitions was recorded correctly, and that
goodwill as a residual was correctly accounted for
in relation to these acquisitions.
Testing of non-current assets for potential impairment
Why we considered this to be a key audit matter
The group has recognised $10,960,000 of goodwill
and other intangible assets as at 30 June 2020 as
detailed in Note 18.
As a result an annual impairment test is required
under NZ IAS 36 Impairment of Assets. The testing
of the carrying value of the group’s assets for
impairment involves subjective assumptions and the
application judgment in calculating the estimated
recoverable amount of each cash generating unit, in
order to determine whether impairment is required.
Key considerations applied by management include:
- Determining the allocation of both assets and
cashflows (including corporate costs) across the
group’s cash generating units (CGUs);
- Accuracy of cashflow forecast information given
the current operating environment;
- Determining appropriate discount rates to apply
in determining the recoverable amount of each
CGU.
The impairment testing is considered to have a high
degree of inherent estimation uncertainty, as
changes in cashflow assumptions or discount rates
can have a very significant impact on the assessed
recoverable amount.
How our audit addressed this key audit matter
Our procedures in relation to the impairment testing
of the group’s cash generating units included:
- Evaluating the basis of the allocation of assets
and cashflows to CGUs within the group;
- Understanding and evaluating the process used
to develop the cashflow forecasts used for the
purposes of impairment testing;
- Assessing the group’s past performance in
achieving forecast results;
- Comparing and critiquing the assumptions and
models utilised in the forecasts, including
expectation of future revenue growth and
margin levels;
- Evaluating how allowance for the current
uncertain economic conditions have been
incorporated into the forecasting and
impairment testing;
- Comparing the discount rate utilised to our own
expectations based on consultation with our
valuation specialists; and
- Performing sensitivity testing for reasonably
possible changes in key assumptions.
We evaluated the related disclosures within the
financial statements in relation to the requirements
of NZ IAS 36.
We also considered the basis and appropriateness
of the assessment of the recoverable amount of
Kilimanjaro Consulting Pty Limited and iSell Pty
Limited as at 31 March 2019. The revised
assessment relating to iSell Pty Limited resulted in
a restatement of the 2019 carrying value of iSell Pty
Limited as detailed in note 29.
Revenue recognition
Why we considered this to be a key audit matter
As described in note 3 to the financial statements,
the group’s revenue arises from a variety of licencing,
implementation, and support services arrangements.
The specifics of these arrangements differ across the
group, with different recognition requirements
applying to the distribution of MYOB and other third-
party licences, the provision of support and
implementation services, and sale of licences by
iSell.
International Standards on Auditing presume there is
an inherent risk of fraud in revenue recognition.
Revenue may also be misstated due to errors in
calculations or manual processes used to recognise
revenue when the timing of recognition differs from
when the group’s customers are invoiced.
Because of the complexity of the accounting
requirements and variety of revenue types across the
group we consider this to be a key audit matter.
How our audit addressed this key audit matter
We understood and evaluated the controls and
processes over the recording of revenue, including
the raising of invoices through to the collection of
debtors, and the timing of recognition of revenue.
We obtained and considered a sample of contracts to
ensure that the group’s policy for the point of
recognition was in compliance with the requirements
of NZ IFRS 15 Revenue from Contracts with
Customers.
We tested a sample of revenue transactions
throughout the period and particularly around period
end to ensure that these have been appropriately
recognised. The extent of our work was greatest in
relation to software licence revenue and support
services revenue, being the two largest revenue
streams of the group.
For service and implementation revenue, we tested
the recognition relative to the current status of the
related project at period end and related invoicing
completed to date.
For MYOB software licences arranged we ensured
that the licence had been issued prior to the related
revenue being recognised.
We also specifically considered a sample of revenue
transactions close to the period end as these have
the greatest potential to be recognised in an incorrect
period.
We evaluated the disclosures provided in relation to
revenue within note 3 to the financial statements.
Other matter
The consolidated financial statements of Enprise Group Limited and its subsidiaries for the year ended 31 March
2019 were audited by another auditor who expressed a qualified opinion on those statements on 19 August 2019.
Their opinion was qualified as a result of two matters:
• Their inability to obtain sufficient audit evidence to support the carrying amount of the group’s investment
in, and loan to, iSell Pty Limited as 31 March 2019, and the group’s share of net loss for the 2019 year;
and
• Their inability to obtain sufficient audit evidence to support the carrying amount of the group’s investment
in, and loan to, Kilimanjaro Consulting Pty Limited as 31 March 2019, the related impairment expense
for the year and the group’s share of net loss for the 2019 year.
They considered the potential impact of the above matters to be material to the consolidated financial
statements of the group for the year ended 31 March 2019.
Other information
The directors are responsible for the other information included in the annual report. The other information
comprises the director’s report on pages 2 to 5 and the corporate information on page 46 (but does not include
the consolidated financial statements and our auditor’s report thereon), which we obtained prior to the date of
this auditor’s report. 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 identified above 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 other information, we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of the directors 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 New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards, 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 those charged with governance 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 consolidated 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 decisions of users taken on the basis of these financial
statements. A further description of the auditor’s responsibilities for the audit of the consolidated financial
statements is located at the XRB’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
Who we report to
This report is made solely to Enprise Group Limited’s shareholders, as a body. Our audit work has been
undertaken so that we might state 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 Enprise Group Limited and it’s shareholders, as a body, for our audit work, for this report or
for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jason Stinchcombe.
RSM Hayes Audit 25 November 2020
Auckland
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.