Gentrack Annual Report 2020
Gentrack Group Limited
Annual Report 2020
CONTENTS
5 Financial Summary
6 Chair’s Commentary
10 Meet the CEO
12 Gentrack Board of Directors
14 Business Update
18 Business Update: Veovo
20 Corporate and Social Responsibility
23 Financial Statements
66 Corporate Governance
72 Disclosures
77 Corporate Directory
FINANCIAL SUMMARY / 5
FINANCIAL SUMMARY
1
Throughout this report EBITDA refers to profit before depreciation, amortisation, acquisition related costs, revaluation of financial liabilities,
impairment of goodwill, financing and tax.
2
Adjusted NPAT—Underlying NPAT before non-cash charges related to impairment.
$100.5m
REVENUE
down 10% on FY19
$81.3m
ARR
up 4.9% on FY19
$12.1m
EBITDA
down 51% on FY19
$2.4m
ADJUSTED
N PAT
down 75% on FY19
1
2
$16.8m
NET CASH
up 263% on FY19
-$31.7m
STAT NPAT
down from $3.3m
in FY19
6 / CHAIR’S COMMENTARY
CHAIR’S COMMENTARY
DEAR SHAREHOLDERS
I was delighted to be appointed Chair of Gentrack on
2
nd
November 2020. I look forward to supporting the
world class leadership team that we have recruited to
create sustainable value for shareholders. Gentrack is
well positioned to support our customers in delivering
the cleantech revolution. Our aspiration is to lead the
transformation of the energy, water and airport markets.
As we look back, our financial year to 30 September 2020
presented the business with many challenges, not least
the global uncertainty that has affected our customers
and the market opportunities in both the utilities and
airports sectors.
Our people have proven their resilience and ability to
adapt quickly, ensuring that we continued to service
customers and support them with our mission critical
technologies. I’d like to thank them for all their efforts and
dedication over the year.
As we look forward we see significant opportunities
available to the business and are evaluating the strategies
needed to return Gentrack to its position as a global
technology leader.
The results for the year show an underlying EBITDA of
$12.1m, down 51% on FY19, off the back of lower FY20
revenues coming in at $100.5m, a 10% decrease on
FY19. Despite the decline, our Annual Recurring and
Committed Monthly Recurring Revenues for the year
have increased by 4.9% and 18% respectively reflecting
new utilities business in Australia and the UK, and net
growth in the meter points for existing customers in
these regions. It also reflects new airports business won
in the year in Australia, North America and Europe.
We are pleased to report a $12.2m increase in Net Cash
at 30 September 2020 over the same period last year,
marking a strong year in cash generation. Costs were
down by $3.2m in the second half over H1’20, reflecting
the impact of the cost-out programme in March 2020,
COVID-19 cost reductions across the business and other
savings measures.
The Group recorded a Statutory NPAT loss of $31.7m for the
full year including an impairment charge of $34.5m primarily
related to goodwill impairments in both the Blip and Utilities
businesses, reflecting uncertainty in the outlook.
In light of the NPAT loss, the Board took the decision not
to pay a final dividend.
As stated at the half year, COVID-19 had no operational
impact on the business in H1. The full year results
however have been impacted by global economic events
CHAIR’S COMMENTARY / 7
with some delays in utilities projects and more significant
delays in airports programmes. We are continuing to
work closely with our customers to understand their
challenges and to support initiatives to assist the COVID
recovery and ongoing hardship programmes.
The Utilities business achieved a 4.3% increase in
Annual Recurring Revenue in FY20, with overall revenue
of $81.8m for the year, declining by 7.3% due to the
completion of prior projects and customer losses driven
by supplier insolvencies, consolidations and competitive
activity in the UK. In Australia, we have seen key billing
and customer management projects started in the year
and successfully put live, contributing to our increased
Annual Recurring Revenues and a subsequent decline in
non-recurring revenues.
Veovo recorded revenues of $18.8m, down 20% on FY19,
capping off a tough year for the airports industry globally
with revenue for many airports being reduced by over
80% as COVID-19 travel restrictions were implemented.
Airport operation systems remain an essential service
to the aviation industry which has enabled Veovo to
remain profitable in the year. Pleasingly, our Veovo team
completed numerous projects throughout the year in
Europe, North America and Australia.
OUTLOOK
As per our outlook in September, we continue to see
market opportunities and we are exploring plans for
ongoing investment in new cloud technology and the
skills required to compete. It is expected that the full
year EBITDA run rate for FY21 will be well below that
of the H2’20 run rate; however, this may reduce FY21
profitability closer to break-even depending on the levels
of future product investment and other factors.
A further update will be provided at the Annual Meeting
in February 2021.
We would like to thank all our customers, shareholders
and employees for their ongoing support and continued
commitment to the Gentrack business. Your support and
passion for Gentrack and the future of the sectors we
serve will enable us to return the business growth.
Andy Green, CBE
Chair
8 / CHAIR’S COMMENTARY
FY19 COMPARATIVES
UTILITIES
Total Revenue
UTILITIES
Committed Monthly Recurring Revenue
UTILITIES
Annual Recurring Revenue
AIRPORTS
Total Revenue
AIRPORTS
Committed Monthly Recurring Revenue
AIRPORTS
Annual Recurring Revenue
17.5%
8.8%
22%
20%
4.3%
7.3%
CHAIR’S COMMENTARY / 9
I am excited with the opportunity ahead for Gentrack.
Cash for the Group is up on last year, as are our annual recurring
revenues. This is a good basis for further investment in our leading
cloud-native software products and beginning the journey back to
growth. In the first quarter of this fiscal year, we onboarded a strong
leadership team with experience in high performing technology
companies. I’m confident that with this team we can build sustainable
value for shareholders.
Andy Green, CBE
10 / MEET THE CEO
MEET THE CEO
On 1 October 2020 we welcomed Gary Miles as
CEO for the Gentrack Group. With over 25 years’
experience in leading and running B2B software
and services companies, he brings added focus
to the business on Gentrack’s role with its
technologies and expertise in transforming energy
and water markets.
Gary joins us from Amdocs, a four-billion-dollar
revenue NASDAQ listed business—and a market
leader in the provision of customer information
systems to many of the largest telecommunications
companies around the world. Much like utilities
and airports rely on Gentrack for mission critical
operational systems, telcos depend on Amdocs to
modernise their systems and provide their essential
customer information systems. Gary was on the
executive team at Amdocs for 12 years holding
many roles including CMO, driving product,
strategy and innovation programmes, the cloud
and company diversification to bring new solutions
to customers.
I’m excited to join Gentrack. The company has great
customers from challengers to large market leaders. The
fact that Gentrack services retailers across both energy
and water for consumers, SME and major enterprises is a
testament to Gentrack’s software and services capabilities.
The company has more than a 30 year pedigree of
securing the revenues and customer experiences of its
diverse customer base which operates in three of the
most dynamic energy markets on the planet. With this
base, Gentrack represents an amazing platform to lead the
cleantech revolution in these markets and beyond.
Some aspects of the business have turn-around
fundamentals. I have already taken steps to rectify these
characteristics and move the company back to growth.
The main progress to date has been assembling a highly
functional and experienced management team in the
form of James Spence, a strong public markets CFO from
the energy sector, Zeev Berkowitz, our COO who has
led many successful enterprise billing modernisations
programs, and Loukas Tzitzis, our CTO who understands
cloud development for enterprise grade systems and the
MEET THE CEO / 11
support of full CI/CD capabilities. This team also includes
our General Managers who lead the business as outlined
in the sections below. As a separate standalone business,
James Williamson is a seasoned airport technology
executive, who is leading our airports division which is
bringing essential services to the airports industry.
One of the many exciting things about Gentrack is that
unlike startups, Gentrack has the muscle to develop its
own software, deploy it and operate it. Moreover, this
scale will allow us to help our customers modernise
and move to a new cloud agility and practices. I believe
that with the combination of constant innovation with
our customers and delivery excellence, we can lead this
industry into the new generation of energy, water and
airport operations.
The energy industry is experiencing an amazing pace of
change. Electric vehicle uptake is growing, as are solar
panels and battery storage, and more customers and
industries are exporting energy.
With prepaid plays, frictionless switching between
suppliers and demand for new customer experiences, it’s
an inspiring market to be in. With such a pace of change,
there is a strong drive to modernise.
It is clear that our world and environment are fragile.
Energy and water are precious commodities and must
be cherished. This problem will be to a large extent,
rectified by great technology companies. Gentrack will
be one of those.
Energy and water are precious commodities and must be
cherished and respected. This creates tensions that I believe
technology will fix. There are some great companies tackling these
problems, moving us into the new era of cleantech, and I am sure
Gentrack will be one of those.
12 / GENTRACK BOARD OF DIRECTORS
GENTRACK BOARD OF DIRECTORS
Andy Green, CBE
CHAIR
Andy has an extensive background
in technology leadership including
CEO of Logica, a £4bn turnover listed
IT Services Company, and CEO of BT Global Services,
the enterprise arm of British Telecom. In 2020 Andy was
awarded Commander of the British Empire (CBE) for his
contributions to the Information Technology and British
Space Industries. His passion to transform the industry
to support sustainable water and energy resources is
further demonstrated by his roles as the Chair of WaterAid
UK and as a UK National Infrastructure Commissioner.
Spending time in both Australia and the UK, he
contributes both a local presence and global perspective
to Gentrack’s customers and shareholders.
Nick Luckock
NON EXECUTIVE DIRECTOR
Nick is a Partner and a member of the
Investment Committee at Hg Capital
with extensive private equity experience focusing on
the technology industry. He has deep experience across
a number of significant organisations in the business
services, financial processing and technology sectors.
He is currently a Director at Achilles Subholdings Ltd
and has served as a Non Executive Director at a variety
of private equity backed companies including British
based JLA, Radius Worldwide, Paycorp Group (Pty) Ltd
(South Africa), XP Investimentos (Brazil) and AGS Transact
Technologies Ltd (India).
Nick completed an MBA with Distinction at INSEAD and
a Bachelor of Commerce and Arts (Honours) from the
University of Melbourne.
Fiona Oliver
NON EXECUTIVE DIRECTOR
Fiona is an experienced Director and
Audit Committee Chair. Her active
board roles include being a Director and Audit Committee
Chair of Tilt Renewables (NZX/ASX), First Gas Group, BNZ
Life Insurance and BNZ Insurance Services.
Fiona has Executive level leadership experience in asset
management, funds management and private equity,
including holding the roles of Chief Operating Officer of
BT Funds Management (NZ), Westpac’s investment arm,
and General Manager, Wealth Management for AMP NZ.
Fiona also managed the Risk and Operations function
of AMP’s Sydney and (owned at the time) London based
Private Capital division, Fiona has specialist knowledge of
investments and the capital markets.
Fiona holds degrees in Law and Arts from the University
of Auckland and is a qualified Solicitor in New Zealand,
New South Wales and England. Prior to her management
career, Fiona practiced as a corporate and commercial
lawyer at a senior level in Auckland, Sydney and London,
specialising in mergers and acquisitions.
GENTRACK BOARD OF DIRECTORS / 13
Stewart Sherriff
NON EXECUTIVE DIRECTOR
Stewart was appointed CEO of New
Zealand mobile challenger 2degrees
in August 2013, having served as the
company’s Chairman for the previous 4 years, and interim
CEO since 1 April, a position he held until he retired in
June 2019. He remains on the Board of 2degrees as a Non
Executive Director.
Stewart began his 44 year career in telecommunications
with British Telecom. He left the UK in 1984 to progress an
international career, working in 20 countries for various
Telcos. Stewart has learned mobile from the ground
up, starting as a technician, progressing to a system
specialist, field services manager, BSS specialist and senior
engineer before entering senior management as Head of
Operations for Hong Kong Operator Smartone.
He became CTO at mobile pioneer Western Wireless
International in 1997, with responsibility for IT,
Engineering, Marketing, Customer Care and Technical
Operations. Six years later, Stewart was seconded as CEO
of Meteor, Ireland’s third entrant mobile operator. Under
his leadership, Meteor became a successful third player
challenging Vodafone and O2.
In 2006 he rejoined Western Wireless founders John
Stanton and Brad Horwitz at Trilogy International
Partners. As CTO he oversaw Trilogy’s operations in
Bolivia, Haiti, Dominican Republic and New Zealand.
Prior to chairing 2degrees, Stewart Chaired Vega Slovenia
and was Vice Chairman of Telering Austria and served on
the boards of Vipnet Croatia, Voila Haiti, Neuvatel Bolivia
and jNetx USA.
Darc Rasmussen
NON EXECUTIVE DIRECTOR
Darc is a seasoned enterprise software
professional with over 25 years’
experience successfully building and
growing Software as a Service (SaaS) and Cloud-based
businesses across global markets. He has spent his career
working and living in Europe, the USA and Asia/Pacific,
growing public and private companies including Infor,
SAP, IntraPower (Trusted Cloud) and Integrated Research.
He lead the SAP (NYSE:SAP) global CRM Line of Business,
building it from start-up to total annual revenues of
US$1.5 billion in 2007. He was also CEO at Integrated
Research (ASX:IRI) where he lead the company through a
whole of business transformation strategy that delivered
70%+ revenue and profit growth along with a tripling
of the company’s market capitalisation. Darc lead the
development and execution of a product and go to
market strategy that won Integrated Research and the
distinction of Gartner “Cool Vendor” and established
the company as the global market leader in Unified
Communications Performance Management.
Darc is also currently a Non Executive Director at
Objective Corporation (ASX:OCL).
14 / BUSINESS UPDATE
BUSINESS UPDATE
UTILITY UPDATE
Investment in renewables is increasing and system
modernisation is shaping the global trend for more
flexible markets, able to cope with different energy
sources and technologies. Service providers face
additional pressures as they adapt, and new solution
providers are emerging to meet those changing
needs. This creates both increased competition and
opportunities for Gentrack.
On top of regulatory impacts, utilities markets remain
dynamic and competitive with ongoing regulatory
reform across our territories. From price caps, 5-minute
settlement (5MS) in Australia and a new Switching
Programme in the UK, the pace of change remains
rapid, with significant impacts on our customers.
These businesses continue to demand innovation from
Gentrack to support them in this changing environment.
Our energy retail customers are seeking to differentiate
themselves, while also working hard to invest in
cleantech and sustainable communities. Our aspiration
to be technology-first, driven by constant co-innovation,
will better position us to anticipate customers’ needs,
responding with propositions to meet them. These will
include insight and analytics, data management, demand
forecasting and generation (export) services solutions.
We will also bring to market new services to help
strengthen our customers’ businesses, including agile
scrum teams, managed operations and testing practices.
In water, while the industry remains primarily regulated
and with many legacy systems in place, the introduction
of new technologies in metered services, demand for
improved customer experience, efficiency and cost
reduction pressures are driving change.
APAC MARKET FOCUS
In New Zealand and Australia, we are seeing new tenders
to support system modernisation for energy retailers.
In Australia, beyond serving new entrant activity, our
strategy is to help customers innovate and bring new
Paul Muscat, Region Vice President
& General Manager UK & Europe
Mark Humphreys, Country
Manager Australia
Alan Sampson, Country
Manager New Zealand
BUSINESS UPDATE / 15
energy offerings to market. Their need to differentiate,
reduce cost to serve and provide market-leading levels
of customer service mean competing with digital
engagement. We are well positioned to support this need
with high-performing, proprietary technology and cloud-
first integration to third party engagement platforms and
portals.
We have delivered quarterly regulatory updates for our
customers across APAC, helping to retain their essential
compliance. In New Zealand specifically, our teams
delivered new regulatory reporting for energy traders
and distributors and supported a customer with their
LPG (Liquified Petroleum Gas) business, enabling them
to transition their customers on to our proven multi-play
solution.
Notable successes for the Australian business include
winning the contract to supply billing solutions for a new
significant energy provider. We were also delighted to
complete the delivery of our solutions to the Ion Group
energy retail brands. Looking forward, several trials are
expected to evolve into smart water meter projects.
Assuming their successful fruition, we are well positioned
to take advantage of these with our 5MS work and cloud-
based solution.
UK MARKET
Our established customers have performed well this year
across all market segments, experiencing a pleasing level
of organic growth. Our new customers in the region have
also continued to attract new residential and business
customers with new and innovative product offerings.
As in previous years, fierce competition and regulatory
burden have resulted in the failure of some suppliers
and further consolidation. This context continues to put
pressure on all retailers to manage cost to serve and
customer satisfaction.
All our segments are increasingly focused on customer
experience improvements to offset complexity and
churn, and our ongoing enhancements in APIs and
Events are driving innovation in customer service
16 / BUSINESS UPDATE
and automation. Data and analytics support are
providing insight to customer profitability and business
performance and our Assurance products continue to
support customers’ profitability and cash flow.
Looking to the future in our energy market, we see more
momentum in beyond supply propositions, not least
in response to the UK government’s Green Industrial
Revolution. More rapid innovation is being driven by
legislation for decarbonising transport and domestic
energy, increasing investment support for electric vehicle
charging infrastructure, and a target for 600,000 heat
pump installations per year by 2028. For customers, this
increasingly demands a transition from energy supply
to energy management cleantech, and we are well
positioned to benefit from the focus on innovative and
complex tariffs this brings.
Lockdown saw a slowdown in demand for cleantech
innovation, but the resurgence is now growing, and
we have a backlog of requests from customers to
support their cleantech programs. We have launched
enhancements to smart meter data processing with a
small number of early adopters and the energy policy
decisions mentioned above have accelerated interest in
these Gentrack capabilities.
In our water market, while the domestic supply segment
is not yet competitive, the contested water for business
market is transforming rapidly. We have seen growth
with our existing clients and also grown our base to
achieve significant market share gain this year. Great
opportunities remain and we continue to invest in
supporting the competitive transformation and to add
market share in this supply segment in the UK through
innovation.
In addition to mobilisations, upgrades, consulting studies
and on-going support 24x7, we have started one of our
largest billing system implementations and completed
many others this last year.
BUSINESS UPDATE / 17
An important highlight this year was the successful go live at one
of the UK’s leading water suppliers competing for B2B customers
in the Open Water market. This supplier is now using Gentrack
Cloud for Water to bill and manage water and wastewater
services to over 400,000 customers. The latest project milestone
represents a significant step in the business’ transformation.
Gentrack Cloud was delivered to the cloud, via AWS, entirely
remotely, proving that even under extreme COVID-19 lock down
circumstances, Gentrack was able to maintain business continuity
and deliver to customer expectations.
CUSTOMER HIGHLIGHT
18 / BUSINESS UPDATE: VEOVO
BUSINESS UPDATE: VEOVO
MISSION CRITICAL SOFTWARE FOR AIRPORTS
LAYING THE FOUNDATIONS FOR A NEW TRAVEL FUTURE
FY20 has been a tale of two halves for our Veovo
business. In the first half, we saw the industry continue
to experience growth as airports focused on addressing
capacity constraints, smooth passenger journeys and
boost revenue.
As we entered the second half of the year, travel and
leisure industries were suddenly profoundly impacted
by COVID-19, with a virtual cessation of flights. By
September, passenger numbers remained down 88%
year-on-year, decimating our customer’s revenues,
leading to unprecedented levels of cost reductions.
While the crisis remains difficult, it has also become a
catalyst for change in preparation for a very different
travel future. Conversations indicate that there will be a
prioritisation for transformation projects that can deliver
passenger wellbeing and high levels of automation
and efficiency. Airports will urgently need to win back
passenger trust, recover costs and compete for the
business of airlines. Veovo is well placed to help them
do this.
GROWING LEADERSHIP IN CORE MARKETS
We have continued to work closely with all customers
throughout the pandemic, ensuring business continuity
for mission critical teams and systems at airports while
building a foundation for the future.
We have delivered major IT transformation projects in
North America and Australia, utilising Veovo’s Airport Oper-
ations software and Revenue Management capabilities.
Delivering such complex and mission critical
transformation projects during the pandemic is a
tribute to both our customer and delivery teams and
the collaborative relationship we have built. A large
transformation in Mexico City continues well and will be
further enhanced with our Airport Collaborative Decision
Making (A-CDM) solution during 2021.
The year also saw us expand our presence in the UK and
Nordic regions, securing significant wins at Luton Airport
and in Sweden for our Revenue Management system.
Our Passenger Predictability solution has gone live in the
first of three airports in Buenos Aires; we have deployed
James Williamson, CEO Veovo
BUSINESS UPDATE: VEOVO / 19
our first operational forecasting solution in Iceland and
extended our “Kerb to Gate” passenger flow solution
in Amsterdam.
EXPANDING OUR PRODUCT PORTFOLIO
In FY20 we continued investing in our product portfolio
with several key developments that will accelerate our
growth strategy.
Early in the financial year, we released a new generation
Guest Engagement system to put the right digital informa-
tion and offers in front of travellers, at the right time.
In April, we released our “NextGen” engine for our
Passenger Predictability solution which ingests and
analyses data from hundreds of sensors and systems to
generate predictive insight to smooth passenger flow. This
investment will allow us to quickly scale as we increase
our footprint in large airports and across metro rail
networks in a cloud native, linearly scalable SaaS solution.
In May, we announced our new Virtual Queuing and
Passenger Density Management solutions to support
social distancing—an urgent new priority for transport
operators. More recently we launched a ground breaking,
Al-powered passenger forecasting solution as part of our
innovation partnership with Keflavik Airport.
DELIVERING MORE CERTAINTY
FOR CUSTOMERS
The challenges of this year have exposed many new
variables for our customers to contend with, such as
reduced staff, volatile traffic levels and new health and
safety measures. Plans based on old data and intuition
will no longer work. Our strategy of empowering airports
and rail operators to make smart decisions based on
real, up-to-the-minute data, Al driven forecasting and
simulation, and decision support tools is more relevant
than ever before.
It’s why in the year ahead, we remain focused on
continuing to invest in the product and service delivery
innovation to accelerate our customer’s recovery—by
bringing certainty and efficiency to their operations and
rebuilding passenger confidence.
The question is not if passengers will return. It’s when
they do, and whether the operational foundations are in place
to help airports take off again quickly, with the agility to thrive in the
new travel future. Veovo is uniquely positioned to help build those
foundations through intelligent technology built on real data insight.
20 / CORPORATE AND SOCIAL RESPONSIBILITY
CORPORATE AND SOCIAL
RESPONSIBILITY
DIVERSITY & INCLUSION
As a global business, we are naturally diverse.
This year we’ve taken steps to ensure that D&I
remains a key part of our culture and values. It
has shaped how we recruit our people
globally, how we celebrate our
diversity and ensured that
our people know the real
value of diverse
thinking across our
business.
IN THE COMMUNITY
Our teams globally have supported various
community initiatives, fundraising for community
causes including Gumboot Day to raise aware-
ness of mental illness and suicide, Pink
T-shirt day to make a stand against
bullying and Movember for
men’s mental health, and
much, much more! Our
people are taking the
time to DO GOOD in
our community.
HEALTH &
SAFETY
The health and safety of our
people is paramount. They have
after all adapted and provided the
platform in what has been an exceptional year,
to ensure we can support our customers
throughout COVID-19. This year we’ve remained
focused on their wellbeing and mindfulness
through our global Wellness Programme and
remain committed to keeping them safe so they
can continue to innovate and deliver their best.
SUSTAIN-
ABILITY
Just as our customers live and
breathe sustainability, we too are
doing our part for the environment
through our global sustainability programme—
Project Gaia. Gaia, translated as ‘Mother Earth’,
frames the various initiatives in the business
targeting our environmental footprint and how
we can play a greater role in the energy and water
revolution.
FINANCIAL STATEMENTS / 23
FINANCIAL
STATEMENTS 2020
28 / DIRECTORS’ RESPONSIBILITY STATEMENT
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are required to prepare financial statements for each financial year that present fairly the financial position of the Gentrack Group and
its operations and cash flows for that period.
The Directors consider these financial statements have been prepared using accounting policies suitable to Gentrack Group’s circumstances, which
have been consistently applied and supported by reasonable judgements and estimates, and that all relevant financial reporting and accounting
standards have been followed.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy, at any time, the financial position of
Gentrack Group and to enable them to ensure that the financial statements comply with the Companies Act 1993. They are also responsible for
safeguarding the assets of Gentrack Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Board of Directors of the Gentrack Group authorised these financial statements for issue on 26 November 2020.
For and on behalf of the Board of Directors:
Andy Green
Fiona Oliver
Chairman Director
Date: 26 November 2020 Date: 26 November 2020
STATEMENT OF COMPREHENSIVE INCOME / 29
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2020
NOTES
2020
NZ$000
2019
NZ$000
Revenue3.2, 3.3100,533111,682
Expenditure3.4(88,440)(86,869)
Profit before depreciation, amortisation, revaluation of financial liabilities,
impairment of goodwill and intangible assets, financing and tax12,09324,813
Depreciation and amortisation3.5(12,354)(9,440)
Revaluation of acquisition related financial liability5.8891384
Impairment of goodwill and intangible assets5.2, 5.3, 5.4(34,511)(14,551)
(Loss)/Profit before financing and tax(33,881)1,206
Net finance expense3.6(386)(763)
(Loss)/Profit before tax(34,267)443
Income tax benefit/(expense)7.12,561(3,758)
Loss attributable to the shareholders of the company(31,706)(3,315)
OTHER COMPREHENSIVE INCOME
Translation of international subsidiaries(882)(1,675)
Total comprehensive loss for the period(32,588)(4,990)
EARNINGS PER SHARE FOR LOSS ATTRIBUTABLE TO THE SHAREHOLDERS OF THE
COMPANY (EXPRESSED IN DOLLARS PER SHARE)
Basic earnings per share6.4($0.32)($0.03)
Diluted earnings per share6.4($0.32)($0.03)
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES ISSUED
Basic6.498,64598,605
Diluted6.4100,05398,872
The accompanying notes form part of these financial statements.
30 / STATEMENT OF FINANCIAL POSITION
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2020
SECTION
2020
NZ$000
2019
NZ$000
CURRENT ASSETS
Cash and cash equivalents4.319,3218,626
Trade and other receivables5.118,95131,279
Inventory5.9464572
Total current assets38,73640,477
NON-CURRENT ASSETS
Property, plant and equipment5.52,7633,453
Lease assets2.5, 9.110,338-
Goodwill5.2106,599134,434
Intangibles5.445,42860,482
Deferred tax assets7.24,6492,793
Total non-current assets169,777201,162
Total assets208,513241,639
CURRENT LIABILITIES
Bank loans4.22,5364,000
Trade payables and accruals5.63,9055,487
Lease liabilities2.5, 9.12,692-
Contract liabilities12,41912,173
GST payable3,2062,030
Financial liabilities5.8-2,451
Employee entitlements5.75,5524,588
Income tax payable(150)2,051
Total current liabilities30,16032,780
NON-CURRENT LIABILITIES
Related party loan4.2-450
Lease liabilities2.5, 9.112,435-
Lease incentives2.5-3,028
Employee entitlements5.7428411
Deferred tax liabilities7.24,9977,361
Total non-current liabilities17,86011,250
Total liabilities48,01944,030
Net assets160,494197,609
EQUITY
Share capital6.1191,229191,229
Share based payment reserve699389
Foreign currency translation reserve6,7827,664
Retained earnings(38,216)(1,673)
Total equity160,494197,609
The accompanying notes form part of these financial statements.
For and on behalf of the Board who authorised these financial statements for issue on 26 November 2020.
Andy Green
Fiona Oliver
Chairman Director
Date: 26 November 2020 Date: 26 November 2020
STATEMENT OF CHANGES IN EQUITY / 31
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2020
NZ$000SECTION
SHARE
CAPITAL
SHARE BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTA L
EQUITY
Balance as at 1 October191,229389(1,673)7,664197,609
Change in accounting policy2.5--(1,833)-(1,833)
Restated total equity at 1 October191,229389(3,506)7,664195,776
Loss attributable to the shareholders
of the company--(31,706)-(31,706)
Other comprehensive loss---(882)(882)
Total comprehensive loss for the period,
net of tax--(31,706)(882)(32,588)
TRANSACTION WITH OWNERS
Dividend paid6.3--(3,004)-(3,004)
Share based payments6.2-310--310
Balance at 30 September191,229699(38,216)6,782160,494
2019
NZ$000
SHARE
CAPITAL
SHARE BASED
PAYMENT
RESERVE
RETAINED
EARNINGS
FOREIGN
CURRENCY
TRANSLATION
RESERVE
TOTA L
EQUITY
Balance as at 1 October190,96857015,5489,339216,425
Change in accounting policy-.-.(443)-(443)
190,96857015,1059,339215,982
Profit attributable to the shareholders
of the company-.-.(3,315)-.(3,315)
Other comprehensive income-.-.-.(1,675)(1,675)
Total comprehensive income for the period,
net of tax-.-.(3,315)(1,675)(4,990)
TRANSACTION WITH OWNERS:
Issue of capital-----
Dividend paid-.-(13,463)-.(13,463)
Share based payments261(181)--.80
Balance at 30 September191,229389(1,673)7,664197,609
The accompanying notes form part of these financial statements.
32 / STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
SECTION
2020
NZ$000
2019
NZ$000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers110,731108,083
Payments to suppliers and employees(83,547)(87,154)
Lease liability finance charge9.1(931)-
Income tax paid(4,287)(8,138)
Net cash inflow from operating activities21,96612,791
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant and equipment5.5(324)(640)
Purchase of intangible assets5.4(331)(5,653)
Payment of acquisition related option5.8(2,419)-
Net cash outflow from investing activities(3,074)(6,293)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for lease liabilities(2,497)-
Drawdown of borrowings5,0078,439
Repayment of borrowings(6,871)(4,000)
Interest (paid)(375)(679)
Dividends paid6.3(3,004)(13,463)
Net cash (outflow) from financing activities(7,740)(9,703)
Net increase/(decrease) in cash held11,152(3,205)
Foreign currency translation adjustment(457)431
Cash at beginning of the financial period8,62611,400
Closing cash and cash equivalents19,3218,626
The accompanying notes form part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS / 33
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
General information Accounting policies Critical judgements
General information
The notes are consolidated into nine sections. Each section contains an introduction and general information which is indicated by the symbol
above. The layout of these financial statements has been streamlined to present them in a way that is more intuitive for readers to follow. This is
achieved by laying out the accounting policies and critical judgements alongside the notes and focusing information in a way which provides
increased clarity and ease of understanding.
The first section details general information about Gentrack Group and guidance on how to navigate through the financial statements.
Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out throughout the document where they are
applicable. These policies have been consistently applied to all the years presented, unless otherwise stated. Certain comparatives have been
updated to ensure consistency with current year presentation.
Accounting policies are identified by this symbol above.
Critical judgements
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported
amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent
liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on various other factors it believes
to be reasonable under the circumstances, the result of which form the basis of the carrying values for assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions and may materially affect
financial results or the financial position reported in future periods.
Further details of the nature of these critical judgements and estimates may be found throughout the financial statements as they are applicable and
are identified by this symbol.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
34 / NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Gentrack Group Limited is a limited liability company, domiciled and incorporated in New Zealand and registered under the New Zealand
Companies Act 1993. The registered office of the Company is 17 Hargreaves Street, St Marys Bay, Auckland 1011, New Zealand.
The financial statements presented are for Gentrack Group Limited and its subsidiaries for the year ended 30 September 2020. Prior year
comparatives are for the year ended 30 September 2019.
The financial statements of Gentrack Group for the year ended 30 September 2020 were authorised for issue in accordance with a resolution of the
directors on 26 November 2020.
Gentrack Group’s principal activity is the development, integration, and support of enterprise billing and customer management software solutions
for the utility (energy and water) and airport industries.
COVID-19 PANDEMIC
On 11 March 2020, the World Health Organisation declared a global pandemic as a result of the outbreak and spread of COVID-19. Gentrack Group,
like most other organisations is impacted by COVID-19 in a variety of ways, both financially and operationally. During the period from 11 March 2020
onwards due to restrictions imposed to contain the spread of COVID-19 many businesses were forced to close or move to remote ways of working.
Gentrack Group had the necessary infrastructure in place and had thoroughly tested its ability to support remote working and during this period
Gentrack Group has been able to largely operate as normal. In these challenging times Gentrack Group has been able to keep its people safe and
follow all directions from the Governments where it operates with minimal operational disruption.
The financial impact of COVID-19 on Gentrack Group has been felt through a reduction in expected revenue, as our customers have delayed projects.
Pleasingly our Utilities customers in the second half of FY2020 have displayed resilience to the impacts of COVID-19 and continue to interact with
Gentrack Group on largely normal terms. However, the longer-term implications of COVID-19 are still somewhat uncertain particularly for the Airport
business where our customers have been severely impacted.
Gentrack Group continues to closely monitor the longer-term financial and economic implications of COVID-19 on its operations.
In preparing these financial statements Gentrack Group has considered the increased level of uncertainty resulting from COVID-19 in applying its
accounting estimates and judgements, details of these are provided below:
ACCOUNTING ESTIMATE AND JUDGEMENT AREA REFERENCE
Recoverability of trade receivables Section 5.1
Impairment testing – Five year cashflow forecasts Section 5.3
Blip Systems – full impairment of goodwill and intangibles Section 5.3
Impairment testing – Capitalised Development Section 5.4
NOTES TO THE FINANCIAL STATEMENTS / 35
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
This section outlines the legislation and accounting standards which have been followed in the preparation of the financial statements along
with explaining how the information has been consolidated and presented.
2.1 KEY LEGISLATION AND ACCOUNTING STANDARDS
The financial statements of Gentrack Group have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP).
They comply with the New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and other applicable Financial Reporting
Standards as appropriate to profit-oriented entities. The financial statements comply with International Financial Reporting Standards (IFRS).
Gentrack Group is an FMC entity for the purposes of the Financial Reporting Act 2013 and Financial Markets Conduct Act 2013 and is listed on the
New Zealand Stock Exchange (NZX) and the Australian Securities Exchange (ASX).
The financial statements have been prepared in accordance with the requirements of the Financial Reporting Act 2013, Financial Markets Conduct
Act 2013 and the Companies Act 1993.
2.2 BASIS OF CONSOLIDATION
Subsidiaries are entities over which Gentrack Group has control. Gentrack Group controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control,
potential voting rights that currently are exercisable are taken into account. Subsidiaries are fully consolidated from the date that control is
transferred to Gentrack Group. They are deconsolidated from the date that control ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by Gentrack Group.
Intra-group balances and any unrealised income and expenses arising from intra-group transactions, are fully eliminated in preparing the financial
statements.
FUNCTIONAL AND PRESENTATION CURRENCY
Items included in the financial statements of each of Gentrack Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency). The financial statements are presented in New Zealand dollars (NZD) which is
Gentrack Group’s presentation currency. All financial information has been presented rounded to the nearest thousand dollars ($000) in the financial
statements.
TRANSACTIONS AND BALANCES
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary
assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. Foreign exchange gains and
losses are presented in the statement of comprehensive income within net finance expense.
FOREIGN CURRENCY TRANSLATION RESERVE (FCTR)
Gentrack Group translates the results of its foreign operations from their functional currencies to the presentation currency using the closing
exchange rate at balance date for assets and liabilities and the average monthly exchange rates for income and expenses. The difference arising from
the translation of the statement of financial position at the closing rates and the statement of comprehensive income at the average rates is
recorded within the foreign currency translation reserve within the statement of changes in equity.
2.3 BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to
Gentrack Group. Control is the exposure or right to variable returns from involvement with the entity and the ability to affect those returns through
power over the entity.
Gentrack Group recognises the fair value of all identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured
as the excess cost of the acquisition over the recognised assets and liabilities. When the excess is negative (negative goodwill), the amount is
recognised immediately in the statement of comprehensive income.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
36 / NOTES TO THE FINANCIAL STATEMENTS
2.3 BUSINESS COMBINATIONS (CONTINUED)
Gentrack Group applies the anticipated acquisition method where it has the right and the obligation to purchase any remaining non-controlling
interest (so-called put/call arrangements). Under the anticipated acquisition method, the interests of the non-controlling shareholder are
derecognised when Gentrack Group’s liability relating to the purchase of its shares is recognised. The recognition of the financial liability implies that
the interests subject to the purchase are deemed to have been acquired already. Therefore, the corresponding interests are presented as already
owned by Gentrack Group even though legally they are still non-controlling interests. The initial measurement of the fair value of the financial
liability recognised by Gentrack Group forms part of the consideration for the acquisition.
Gentrack Group has not made any acquisitions during the year ended 30 September 2020 or 2019. For details of acquisitions made in prior years
refer to the 2018 Annual Report.
2.4 GROUP INFORMATION
The financial statements include the following subsidiaries:
ENTITYPRINCIPAL ACTIVITY
COUNTRY OF
INCORPORATION
SHAREHOLDING
2020
SHAREHOLDING
2019
Gentrack Group Australia Pty LimitedHolding companyAustralia100%100%
Gentrack Pty LimitedSoftware sales and supportAustralia100%100%
Veovo Holdings (Denmark) ApSHolding companyDenmark100%100%
Veovo A/S (formerly Blip Systems A/S)
Software development sales
and support
Denmark100%79.81%
CA Plus Limited
Software development sales
and support
Malta100%75%
Veovo Group LimitedHolding companyNew Zealand100%100%
Gentrack Limited
Software development sales
and support
New Zealand100%100%
Gentrack Holdings (UK) LimitedHolding companyUnited Kingdom100%100%
Gentrack UK Limited
Software development sales
and support
United Kingdom100%100%
Junifer Systems LimitedDormantUnited Kingdom100%100%
Evolve Parent LimitedHolding companyUnited Kingdom100%100%
Evolve Analytics LimitedDormantUnited Kingdom100%100%
Gentrack (Singapore) Pte LimitedSoftware sales and supportSingapore100%100%
Veovo IncSoftware sales and supportUSA100%100%
Veovo NZ LimitedDormantNew Zealand100%100%
Veovo UK LimitedDormantUnited Kingdom100%100%
Veovo IP LimitedDormantNew Zealand100%-
NOTES TO THE FINANCIAL STATEMENTS / 37
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
2.5 ADOPTION OF NEW ACCOUNTING STANDARDS
During the current reporting period Gentrack Group has adopted NZ IFRS 16 Leases (NZ IFRS 16) and has had to change its accounting policies as a
result of adopting this new standard. The impact of adopting NZ IFRS 16 is disclosed below and in further details in section 9.1.
NZ IFRS 16 LEASES – IMPACT OF ADOPTION
NZ IFRS 16 deals with the recognition, measurement, presentation and disclosure of leases and replaces NZ IAS 17 Leases (NZ IAS 17). NZ IFRS 16
introduces a single model for lessees which recognises all leases on the balance sheet through an asset representing the exclusive rights to use the
lease item during the lease term and a liability for the obligation to make lease payments. NZ IFRS 16 removes the distinction between operating
and finance leases and aims to provide the users of the financial statements relevant information to assess the effect that leases have on the
statement of financial position, statement of comprehensive income and cash flows of the reporting entity.
NZ IFRS 16 is effective for Gentrack Group beginning on or after 1 October 2019. Gentrack Group has adopted NZ IFRS 16 using the modified
retrospective transition approach. Under this approach, the cumulative effect of initially applying NZ IFRS 16 is recognised as an adjustment to
retained earnings at 1 October 2019. Comparative figures for the year ended 30 September 2019 are not restated but instead continue to reflect the
accounting policies under NZ IAS 17.
On transition to NZ IFRS 16 Gentrack Group has recognised lease liabilities in relation to leases which were previously classified as operating leases
under NZ IAS 17. These liabilities were measured at the present value of the remaining lease payments discounted using the lessees incremental
borrowing rate as of 1 October 2019. The weighted average lessees incremental borrowing rate applied to these lease liabilities on 1 October 2019
was 5.68%.
PRACTICAL EXPEDIENTS APPLIED
On transition to NZ IFRS 16, Gentrack Group has used the following practical expedients permitted by the standard:
• Exclusion of initial direct costs for the measurement of the lease asset at the date of initial application;
• Excluded lease contracts of insignificant value;
• Use of hindsight in determining a lease term;
• Reliance on previous assessments on whether leases are onerous.
A reconciliation of operating lease commitments at 30 September 2019 to the lease liability recognised at 1 October 2019 is shown below
2020
NZ$000
Operating lease commitments at 30 September29,395
The effect of discounting(5,062)
Adjustments related to options and lease term(6,713)
Lease liabilities at 1 October 201917,620
Less than one year2,530
One to five years6,568
More than five years8,522
Lease liabilities at 1 October 201917,620
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
38 / NOTES TO THE FINANCIAL STATEMENTS
A reconciliation of the adjustment to retained earnings at 1 October 2019 in applying NZ IFRS 16 is shown below.
2020
NZ$000
Lease incentives3,739
Prepaid lease payments(388)
Lease asset12,671
Lease liability(17,620)
Foreign currency differences149
Deferred tax(384)
Adjustment to retained earnings from applying NZ IFRS 16(1,833)
2.6 IMPACT OF STANDARDS ISSUED BUT NOT YET ADOPTED
The International Accounting Standards Board has issued IFRS 17 Insurance Contracts, as well as amendments to existing international accounting
standards. IFRS 17 is mandatory for reporting periods on, or after 1 January 2021. Gentrack Group does not intend to adopt this standard before its
mandatory date.
Gentrack Group financial reporting will be presented in accordance with these new and amended standards when they become mandatory,
however none are expected to have a material impact on Gentrack Group’s consolidated results.
PRACTICAL EXPEDIENTS APPLIED (CONTINUED)
NOTES TO THE FINANCIAL STATEMENTS / 39
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
3. GROUP PERFORMANCE
This section outlines further details of Gentrack Group’s financial performance by building on the information presented in the statement of
comprehensive income.
3.1 OPERATING SEGMENTS
An operating segment is a component of an entity that engages in business activities from which it may earn revenue and incur expenses, whose
operating results are regularly reviewed by the entity’s Chief Operating Decision Maker to make decisions about resources to be allocated to the
segment and assess its performance, and for which discrete financial information is available. Operating segments are aggregated for disclosure
purposes where they have similar products and services, production processes, customers, distribution methods and regulatory environments.
Gentrack Group currently operates in two business segments, utility billing software and airport management software, as at
30 September 2020. These segments have been determined based on the reports reviewed by the Board (Chief Operating Decision
Maker) to make strategic decisions.
The assets and liabilities of Gentrack Group are reported to and reviewed by the Chief Operating Decision Maker in total and are not allocated by
business segment. Therefore, operating segment assets and liabilities are not disclosed.
2020
UTILITY
NZ$000
AIRPORT
NZ$000
TOTA L
NZ$000
TIMING OF REVENUE RECOGNITION
Point in time7,3792,0189,397
Over time74,39716,73991,136
Total revenue81,77618,757100,533
Expenditure(71,565)(16,875)(88,440)
Segment contribution (1)10,2111,88212,093
2019
UTILITY
NZ$000
AIRPORT
NZ$000
TOTA L
NZ$000
TIMING OF REVENUE RECOGNITION
Point in time6,3265,44011,766
Over time81,85318,06399,916
Total revenue88,17923,503111,682
Expenditure(68,174)(18,695)(86,869)
Segment contribution (1)20,0054,80824,813
A reconciliation of segment contribution to loss attributable to the shareholders of the company is provided below:
2020
NZ$000
2019
NZ$000
Segment contribution (1)12,09324,813
Depreciation and amortisation(12,354)(9,440)
Revaluation of acquisition related financial liabilities891384
Impairment of goodwill and intangible assets(34,511)(14,551)
Net finance expense(386)(763)
Income tax benefit/(expense)2,561(3,758)
Loss attributable to the shareholders of the company(31,706)(3,315)
(1) Segment contribution is defined as profit before depreciation, amortisation, acquisition related costs, revaluation of financial liabilities, impairment of goodwill and intangible assets, financing and tax.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
40 / NOTES TO THE FINANCIAL STATEMENTS
3.1 OPERATING SEGMENTS (CONTINUED)
2020
NZ$000
2019
NZ$000
REVENUE BY DOMICILE OF ENTITY
Australia22,65922,724
New Zealand16,44718,142
United Kingdom55,45860,469
Rest of World5,96910,347
Total revenue100,533111,682
REVENUE BY DOMICILE OF CUSTOMER
Australia25,75524,947
New Zealand8,45612,244
United Kingdom52,74658,913
Rest of World13,57615,578
Total revenue100,533111,682
In 2020 and 2019, no single customer including their subsidiaries accounted for 10% or more of Gentrack Group’s revenue.
3.2 OPERATING REVENUE
Gentrack Group recognises revenue from customers when the performance obligation has been accomplished. A performance
obligation is accomplished when the customer has received all of the benefits promised under the performance obligation. The
following sections detail the type of revenue recognised within each category. Effective from 1 October 2018 Gentrack Group adopted
NZ IFRS 15 Revenue from Contracts with Customers, this did not result in significant changes in accounting policies related to revenue recognition.
Refer to the 2019 Annual Report for details on the method and timing of revenue recognition.
Revenue recognition involves certain revenue streams being recognised based on the stage of completion. This process uses estimations of
time required to complete the project and is based on detailed information on hours worked to date, prior experience and project
scheduling tools. Gentrack Group employs project managers to provide regular information to management on the progress of all projects.
All estimates are reviewed by management prior to revenue recognition.
ANNUAL FEES
Annual fees include software support and maintenance charged on software licenses, software subscriptions and managed services. Revenue from
annual fees is generally recognised over the period as the benefits are consumed by the customer.
SUPPORT SERVICES
Support services are post implementation value-add professional services related to ongoing upgrades, minor software revisions and extended
support. Support services revenue is recognised when the service is complete or on a stage of completion basis.
LICENSES
Revenue from license fees is recognised when the customer is able to benefit from the licensed software. License fees that are highly interrelated
with project services are recognised based on a stage of completion of the project.
PROJECT SERVICES
Revenue from project services is recognised based on the stage of completion of the project. This is typically in accordance with the achievement of
contract milestones and/or hours expended and forecast hours to complete the project.
OTHER
Other revenue is primarily revenue from hardware and the recharge of ad-hoc costs that are recharged to customers. Revenue from hardware sales is
recognised when the hardware has been delivered to the customer.
NOTES TO THE FINANCIAL STATEMENTS / 41
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
3.2 OPERATING REVENUE (CONTINUED)
SECTION
2020
NZ$000
2019
NZ$000
OPERATING REVENUE:
Annual fees60,39454,904
Support services20,63623,335
Project services13,28621,377
Licenses2,1775,708
Other2,0705,006
Total operating revenue98,563110,330
OTHER INCOME:
Government grants3.31,9701,352
Total revenue100,533111,682
3.3 OTHER INCOME
GOVERNMENT GRANTS
Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received, and Gentrack
Group will comply with all attached conditions. When a grant relates to an expense item, it is recognised as income over the period
necessary to match the grant on a systematic basis to the costs that it is intended to compensate.
During 2020, Gentrack Group recognised a total of $2.0m (2019: $1.0m) of grants from Callaghan Innovation in New Zealand and Research and
Development Expenditure Credits (RDEC) from the UK Government. These government grants provide a percentage return for eligible Research and
Development conducted by Gentrack Group. At balance date, the Callaghan grant has a 10% retention of $0.1m which is yet to be paid and is
subject to an independent auditor review. The RDEC grant is a tax incentive and at balance date $0.6m was outstanding, the benefit will be applied
to Gentrack Group’s tax payable when the income tax return for 30 September 2020 is filed.
3.4 EXPENDITURE
The table below provides a detailed breakdown of the total expenditure presented in the statement of comprehensive income.
2020
NZ$000
2019
NZ$000
PROFIT/(LOSS) BEFORE TAX INCLUDES THE FOLLOWING SPECIFIC EXPENSES:
Employee entitlements65,78058,914
Administrative costs6,72111,691
Third party customer-related costs6,4506,967
Advertising and marketing8981,565
Consulting and subcontracting5,7545,346
Other operating expenses2,8372,386
Total expenditure88,44086,869
Included in the total expenditure shown above, Gentrack Group has expensed $15.7m of research and development expenditure in 2020 (2019:
$8.4m) related to software research and development in the statement of comprehensive income. This research and development expenditure
includes payroll overheads, employee benefits and other employee-related expenses.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
42 / NOTES TO THE FINANCIAL STATEMENTS
3.5 DEPRECIATION AND AMORTISATION
Depreciation on assets is calculated using the straight-line method to allocate the difference between their original costs and their
residual values over their estimated useful lives.
Except for goodwill and brands, intangible assets are amortised on a straight-line basis in the statement of comprehensive income over their
estimated useful lives, from the date that they are available for use.
2020
NZ$000
2019
NZ$000
Depreciation3,2891,001
Amortisation9,0658,439
Total depreciation and amortisation12,3549,440
3.6 NET FINANCE EXPENSE
Finance income comprises interest income and foreign currency gains that are recognised in the statement of comprehensive income.
Interest income is recognised as it accrues, using the effective interest method.
Finance expense comprises interest expense on borrowings, lease liability finance charges, foreign currency losses and impairment losses recognised
on the financial assets (except for trade receivables) that are recognised in the statement of comprehensive income. All borrowing costs are
recognised in the statement of comprehensive income using the effective interest method.
SECTION
2020
NZ$000
2019
NZ$000
FINANCE INCOME
Interest income711
711
FINANCE EXPENSE
Interest expense(383)(690)
Lease liability finance charges9.1(931)-
Interest paid – NPV discount(7)(54)
Foreign exchange losses928(30)
(393)(774)
Net finance expense(386)(763)
NOTES TO THE FINANCIAL STATEMENTS / 43
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
4. CASH, BORROWINGS AND CASH FLOWS
This section outlines further from the statement of cash flows and provides details on the cash and cash equivalents held in the statement of
financial position.
Cash comprises cash at bank and on hand.
4.1 RECONCILIATION OF NET SURPLUS TO CASH FLOWS
SECTION
2020
NZ$000
2019
NZ$000
RECONCILIATION OF OPERATING CASH FLOWS WITH NET PROFIT AFTER TAX
Loss after tax(31,706)(3,315)
ADJUSTMENTS FOR NON-CASH ITEMS
Deferred tax7.2(4,237)(2,386)
Impairment provision – Trade receivables1,9391,866
Loss on foreign exchange transactions(928)28
Share based payments6.231080
Net interest expense3.6375679
Revaluation and interest on financial liability(884)(330)
Other non-cash items(3)6
Depreciation and amortisation3.512,3549,440
Impairment of goodwill and other intangibles5.2, 5.3, 5.434,51114,551
Non-cash items11,73120,619
ADD/(DEDUCT) MOVEMENTS IN OTHER WORKING CAPITAL ITEMS
(Increase)/Decrease in trade and other receivables10,850(9,717)
(Decrease)/Increase in tax payable(2,611)(1,995)
Increase/(Decrease) in GST payable1,215728
Increase/(Decrease) in contract liabilities1964,409
Increase/(Decrease) in employee entitlements965825
(Decrease)/Increase in trade payables and accruals(380)(2,078)
Net working capital movements10,235(7,828)
Net cash inflow from operating activities21,96612,791
4.2 BANK FACILITIES AND BORROWINGS
Gentrack Group has a NZ$20m multi-currency facility with ASB Bank Limited to provide additional funding as required for acquisitions and general
corporate purposes. This facility expires on 28 March 2022 and at 30 September 2020, $2.5m was drawn down (2019: $4.0m).
The facility is secured by a general security agreement under which ASB has a security interest in Gentrack Group assets. Covenants are in place and
compliance is reported quarterly. At all times during the year Gentrack Group has met the covenant requirements.
Interest is payable at a rate calculated as a base rate plus a pre-determined margin. During the year, the average rates for the NZD denominated
borrowings were 1.83%.
During the year the Related party borrowings from Shireburn Company Limited, the minority shareholder of CA Plus was repaid in full.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
44 / NOTES TO THE FINANCIAL STATEMENTS
4.3 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, deposits held at call with banks, other short term and highly liquid investments with
original maturities of three months or less.
2020
NZ$000
2019
NZ$000
Bank balances19,3208,625
Cash on hand11
Total cash and cash equivalents19,3218,626
NOTES TO THE FINANCIAL STATEMENTS / 45
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
5. ASSETS AND LIABILITIES
This section outlines further details of Gentrack Group’s financial position by building on information presented in the statement of financial
position.
5.1 TRADE AND OTHER RECEIVABLES
Gentrack Group recognises trade and other receivables initially at fair value and subsequently measured at amortised cost using the
effective interest method, less provision for impairment. An impairment provision for trade receivables consists of the expected credit
loss in accordance with NZ IFRS 9 and a specific provision.
A specific provision is established when there is objective evidence that Gentrack Group will not be able to collect all amounts due
according to the original terms of the receivables. The carrying amount of an asset is reduced through the use of provision accounts, and
the amount of the loss is recognised in the statement of comprehensive income. When a receivable is uncollectible, it is written off against
the specific impairment provision account. Subsequent recoveries of amounts previously written off are credited against the statement of
comprehensive income.
2020
NZ$000
2019
NZ$000
Trade receivables15,08422,254
Impairment provision – Expected credit loss(390)(460)
Impairment provision – Specific provision(3,460)(2,408)
Provision for credits(131)(150)
Contract assets5,6839,593
Sundry receivables and prepayments2,1652,450
Total trade and other receivables18,95131,279
MOVEMENT IN TRADE RECEIVABLES IMPAIRMENT PROVISION
2020
NZ$000
2019
NZ$000
Opening balance2,868504
Increase in impairment provision2,6182,794
Write back in impairment provision(566)(177)
Effect of movement in foreign exchange13(210)
Bad debt written off(1,083)(43)
Total trade receivables impairment provision3,8502,868
During the year a specific provision of $0.2m was raised related to the Airports business. This provision was raised as a result of the pressure that
COVID-19 has had on our Airport customers.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
46 / NOTES TO THE FINANCIAL STATEMENTS
5.1 TRADE AND OTHER RECEIVABLES (CONTINUED)
The expected credit loss provision for trade receivables has been measured using the same techniques as the prior year, determined as follows.
2020
CURRENT
NZ$000
1-60 DAYS
PAST DUE
NZ$000
61-120 DAYS
PAST DUE
NZ$000
121-180 DAYS
PAST DUE
NZ$000
OVER 180 DAYS
PAST DUE
NZ$000
TOTA L
NZ$000
Gross carrying amount8,5133,2143568062,19515,084
Baseline2121520106173
Aging and Customer duration16339112161
Country, Customer and Market168262456
Total expected credit loss rate0.45%1.09%2.84%8.08%11.03%2.59%
Expected credit loss allowance38351065242390
2019
CURRENT
NZ$000
1-60 DAYS
PAST DUE
NZ$000
61-120 DAYS
PAST DUE
NZ$000
121-180 DAYS
PAST DUE
NZ$000
OVER 180 DAYS
PAST DUE
NZ$000
TOTA L
NZ$000
Gross carrying amount12,8483,2482,8427462,57022,254
Baseline3923711123202
Aging and Customer duration914713138181
Country, Customer and Market377232776
Total expected credit loss rate0.67%1.37%0.57%3.57%11.17%2.07%
Expected credit loss allowance85451627287460
5.2 GOODWILL
Goodwill represents the difference between the cost of acquisition and the fair value of the net identifiable assets acquired. Goodwill is
stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units (CGU) and is not amortised but is
tested annually for impairment.
2020
NZ$000
2019
NZ$000
Opening balance134,434146,189
Goodwill impairment(28,040)(10,380)
Exchange rate differences205(1,375)
Closing net book value106,599134,434
Goodwill allocated to Utilities103,699106,758
Goodwill allocated to Airport 20/202,9002,900
Goodwill allocated to Blip Systems-8,292
Goodwill allocated to Evolve Analytics-16,484
Net book value106,599134,434
During the year due to the further alignment of the Utilities and Evolve Analytics CGU’s, the Evolve Analytics CGU has been combined within the
Utilities CGU. With the increased alignment it is now no longer possible to meaningfully separate the cashflows and therefore they are now reported
as a single CGU.
During the year goodwill was impaired for Utilities ($19.3m) and Blip Systems ($8.7m), refer to section 5.3 for further details.
NOTES TO THE FINANCIAL STATEMENTS / 47
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
5.3 IMPAIRMENT TESTING
IMPAIRMENT OF GOODWILL AND OTHER ASSETS
At each reporting date, Gentrack Group assesses whether there is any indication that an asset may be impaired. Where an indicator of
impairment exists, Gentrack Group makes a formal estimate of the recoverable amount. Where the carrying value of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Recoverable amount is the greater
of fair value less costs to sell or the asset’s value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which
there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at each reporting date.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current
market assessments and the time value of money and the risks specific to the asset. Value in use is determined by discounting the future cash flows
generated by each CGU. Cash flows were projected based on five-year business plans. The Weighted Average Cost of Capital (WACC) is based on CAPM
methodology using market specific inputs. The WACC for each CGU is reviewed at least annually. The key assumptions are detailed in the table below.
Gentrack Group tests annually whether goodwill has suffered any impairment or more often as required, in accordance with the accounting
policy stated above. The recoverable amounts of cash-generating units have been determined based on value in use calculations.
Preparing five-year forecasts in a COVID-19 environment has been a challenging task due to the uncertainty of the future. In preparing the
five-year forecasts, management has reviewed the assumptions and weighed up the information available at the time to ensure the forecasts are
appropriate given the CGU’s position and the prevailing market conditions.
These calculations require the use of assumptions, the details of these assumptions and the potential impact of changes to the assumptions are
presented below.
CASH GENERATING UNIT
2020 REVENUE
GROWTH
2021 – 2025
WACC
2020
2019 REVENUE
GROWTH
2020 – 2024
WACC
2019
Utilities4% CAGR9.8%8% CAGR8.7%
Airport 20/205% CAGR10.1%10% CAGR8.8%
The terminal revenue growth rate for all CGU’s is calculated based on the 2025 year and assumes a continuous growth of a minimum of projected
inflation estimates of 1.75% (2019: 1.25%). These values assigned to the key assumptions represent management’s assessments of future trends and
are based on both external and internal sources.
IMPAIRMENT TESTING RESULTS
AIRPORT 2020
The calculations confirmed there was no impairment of goodwill during the year for the Airport 20/20 CGU’s. Management believes that any
reasonable possible change in the key assumptions for Airport 20/20 would not cause the carrying amount to exceed the recoverable amount.
UTILITIES
In the Utilities CGU impairment test the carrying value exceeded the value in use by $19.3m, as such the Utilities CGU goodwill has been impaired by
$19.3m and the carrying value following impairment is $137.8m. The Utilities CGU is being impaired because the expected revenue growth has not
been delivered. The reduction in revenue growth is a result of a number of factors including; unpredictable market conditions (Brexit and COVID-19)
and emergence of stronger competition with new market offerings in the UK energy market.
The business plan is under review by Gentrack Group’s new CEO (Gary Miles) who joined Gentrack Group on 1 October 2020.
The carrying value, after the impairment of, $137.8m (value in use) remains sensitive to the future performance of the CGU. Management considers
that based on the current customer revenue profile, sales opportunity pipeline and quality of prospects it is not appropriate to recognise any further
impairment at this stage. However, if the expected future performance does not eventuate, there may be need for further impairment. Sensitivities
are summarised below.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
48 / NOTES TO THE FINANCIAL STATEMENTS
IMPAIRMENT TESTING RESULTS (CONTINUED)
UTILITIES (CONTINUED)
Changes in key assumptions were considered as sensitivities. These are summarised in the table below.
CASH GENERATING UNIT
RECOVERABLE
AMOUNT
EBITDA
+5%
EBITDA
-5%
WACC
+1%
WACC
-1%
Utilities137,8487,192(7,192)(17,163)22,129
Airport 20/204,857463(463)(813)1,046
Following the $19.3m impairment the Utilities CGU remains sensitive to WACC discount rate, EBITDA and terminal growth rate.
BLIP SYSTEMS – FULL IMPAIRMENT
Blip Systems was acquired by Gentrack Group in April 2017, as an innovative supplier of passenger tracking solutions principally for airports. During
the 6 months to 31 March 2020, expected sales growth was not delivered. Further, Blip Systems is impacted by COVID-19 with uncertainty over when
the business will return to business as usual.
In view of the recent performance and the uncertainties around future performance of Blip Systems in a COVID-19 environment, management
considered a full impairment of the $10.7m carrying value of these acquired assets was appropriate to recognise at 31 March 2020. The $10.7m
impairment includes $8.7m in goodwill and $2.0m of intangible assets.
Details of the impairment related amounts are included in section 5.2 and section 5.4.
Gentrack Group will continue to leverage the Blip Systems intellectual property and it remains an important part of the overall Veovo product
offering. At present there is a pipeline of potential opportunities as airports globally look to technology to address crowd management and social
distancing requirements essential to the COVID-19 recovery.
5.4 INTANGIBLE ASSETS
CAPITALISED DEVELOPMENT
Costs that are directly associated with the development of software are recognised as intangible assets where the following criteria are
met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software product are available; and
• the expenditure attributable to the software product during its development can be reliably measured.
Software development costs that meet the above criteria are capitalised. Other development expenditure that does not meet the above criteria is
recognised as an expense as incurred. Development costs previously recognised as expenses are not recognised as assets in a subsequent period.
Software development costs recognised as assets are amortised over their estimated useful lives.
BRANDS
Brands are considered to have an indefinite useful life and are held at cost and are not amortised but are subject to an annual impairment test
consistent with the methodology outlined for goodwill above.
OTHER INTANGIBLE ASSETS
Other intangible assets consist of internal use software, acquired source code, trade-marks and customer relationships. They have finite useful lives
and are measured at cost less accumulated amortisation and accumulated impairment losses.
NOTES TO THE FINANCIAL STATEMENTS / 49
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
5.4 INTANGIBLE ASSETS (CONTINUED)
AMORTISATION
Except for goodwill and brands, intangible assets are amortised on a straight-line basis in the statement of comprehensive income over
their estimated useful lives, from the date that they are available for use.
The estimated useful lives for the current and comparative periods are as follows:
• Acquired source code 10 years
• Customer relationships 10 years
• Trademarks 4 years
• Capitalised development 5 years
Amortisation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate.
2020
SOFTWARE
NZ$000
CUSTOMER
RELATIONSHIPS
NZ$000
BRAND NAMES
$000
TRADEMARKS
NZ$000
CAPITALISED
DEVELOPMENT
NZ$000
TOTA L
NZ$000
Opening balance31,41315,7185,0246217,70660,482
Additions----331331
Amortisation(4,861)(2,473)-(169)(1,562)(9,065)
Impairment(1,616)(390)--(4,464)(6,470)
Movement in foreign exchange11033-25150
Closing net book value25,04612,8885,0244542,01645,428
Cost44,94524,1295,0248392,72677,663
Accumulated amortisation(19,899)(11,240)-(385)(710)(32,235)
Net book value25,04612,8885,0244542,01645,428
2019
SOFTWARE
NZ$000
CUSTOMER
RELATIONSHIPS
NZ$000
BRAND NAMES
$000
TRADEMARKS
NZ$000
CAPITALISED
DEVELOPMENT
NZ$000
TOTA L
NZ$000
Opening balance39,12619,0025,0247934,24268,187
Additions526---5,1285,654
Amortisation(4,890)(2,471)-(163)(915)(8,439)
Impairment(2,837)(617)--(717)(4,171)
Movement in foreign exchange(512)(196)-(9)(32)(749)
Closing net book value31,41315,7185,0246217,70660,482
Cost47,17024,6765,0248408,81086,520
Accumulated amortisation(15,757)(8,958)-(219)(1,104)(26,038)
Net book value31,41315,7185,0246217,70660,482
During the year capitalised development products have been impaired by $4.5m. These impairments related to the following products:
• GBERS (Great Britain Energy Retail System) $1.5m
• SGERS (Singapore Energy Retail System) $0.8m
• NZERS (New Zealand Energy Retail System) $0.1m
• AUWRS (Australia Water Retail System) $2.0m
These impairments have been made because of product rationalisation and delays in capturing additional customers and market share to support
the full carrying value of the products. Apart from GBERS, all the products listed above continue to be used by active customers and there are either
known future opportunities or the potential to market these products to customers in the future.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
50 / NOTES TO THE FINANCIAL STATEMENTS
5.5 PROPERTY, PLANT AND EQUIPMENT
In the statement of financial position property, plant and equipment is stated at historical cost less depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation on assets is calculated using the straight-line method to allocate the difference between their original costs and their residual values
over their estimated useful lives, as follows:
• Office equipment, fixtures and fittings 7 years
• Computer equipment 3 to 7 years
• Leasehold improvements Term of lease
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at each balance date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amounts and are recognised in the statement of comprehensive
income.
2020
FURNITURE &
EQUIPMENT
NZ$000
COMPUTER
EQUIPMENT
NZ$000
LEASEHOLD
IMPROVEMENTS
NZ$000
TOTA L
NZ$000
Opening balance9698491,6353,453
Additions223002324
Depreciation(197)(556)(185)(938)
Disposals-(16)-(16)
Movement in foreign exchange(6)(55)1(60)
Net book value7885221,4532,763
Cost2,0973,9182,0878,103
Accumulated depreciation(1,309)(3,396)(635)(5,340)
Net book value7885221,4532,763
2019
FURNITURE &
EQUIPMENT
NZ$000
COMPUTER
EQUIPMENT
NZ$000
LEASEHOLD
IMPROVEMENTS
NZ$000
TOTA L
NZ$000
Opening balance1,1229301,7843,836
Additions6654744657
Depreciation(209)(608)(184)(1,001)
Disposals(2)(21)-(23)
Movement in foreign exchange(8)1(9)(16)
Net book value9698491,6353,453
Cost2,1333,7832,0868,002
Accumulated depreciation(1,164)(2,934)(451)(4,549)
Net book value9698491,6353,453
NOTES TO THE FINANCIAL STATEMENTS / 51
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
5.6 TRADE PAYABLES AND ACCRUALS
Gentrack Group recognises trade and other payables initially at fair value and subsequently measured at amortised cost using the
effective interest method. They represent liabilities for goods and services provided prior to the end of the financial year that are unpaid.
The amounts are unsecured, non-interest bearing and are usually paid within 45 days of recognition.
2020
NZ$000
2019
NZ$000
Trade creditors1,8033,742
Sundry accruals2,1021,745
Total trade payables and accruals3,9055,487
5.7 EMPLOYEE ENTITLEMENTS
Liabilities for salaries and wages, including non-monetary benefits, long service leave and annual leave are recognised in employee
benefits in respect of employees’ services up to the reporting date. They are measured at the amounts expected to be paid when the
liabilities are settled. Cost for non-accumulating sick leave is recognised when the leave is taken and measured at the rates paid or payable.
2020
NZ$000
2019
NZ$000
CURRENT
Long service leave611635
Other short-term employee benefits4,9413,953
5,5524,588
NON-CURRENT
Long service leave428411
Total employee entitlements5,9804,999
5.8 FINANCIAL LIABILITIES
The potential cash payments related to put options issued by Gentrack Group for the equity of acquired companies is accounted for as a
financial liability. The amount that may become payable under the option on exercise is initially recognised at fair value. Options are
subsequently reassessed to fair value, using the effective interest rate method, and any change arising is reflected as an adjustment to
the financial liability and a corresponding entry is recognised in the statement of comprehensive income.
2020
NZ$000
2019
NZ$000
CURRENT
Put/Call option – Blip Systems-2,451
NON-CURRENT
Put/Call option – Blip Systems--
Total financial liabilities-2,451
In December 2019 Gentrack Group settled the call/put option related to the acquisition of Blip Systems with a payment of $2.5m. For more
information on the Blip Systems acquisition and the option please refer to the 2018 Annual Report.
In May 2020, deferred consideration of €1 was paid in relation to acquiring the final 25% in CA Plus Limited. The acquisition of CA Plus Limited
included $0.9m of trade payables which could be written off if the deferred consideration fell below a certain level. These trade payables were
written off during the year resulting in a $0.9m credit in the statement of comprehensive income.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
52 / NOTES TO THE FINANCIAL STATEMENTS
5.9 INVENTORY
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using a weighted average method and includes
expenditure incurred to purchase the inventory and transport it to its current location. Net realisable value is the estimated selling price
of the inventory in the ordinary course of business less costs necessary to make the sale. The cost of inventories consumed during the
year are recognised as an expense and included in expenditure in the statement of comprehensive income.
5.10 PROVISIONS
Gentrack Group recognises a provision when it has a present legal or constructive obligation as a result of past events, it is probable that
an outflow of resources will be required to settle the obligation, and the amount has been reliably estimated. Provisions are not
recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class
of obligations as a whole.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to the passage of
time is recognised as a finance expense in the statement of comprehensive income.
NOTES TO THE FINANCIAL STATEMENTS / 53
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
6. CAPITAL STRUCTURE
This section outlines Gentrack Group’s capital structure and details of share-based employee incentives which have an impact on Gentrack
Group’s equity.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are
recognised as a deduction from equity, net of any tax effects. Where any Gentrack Group company purchases the Company’s equity
share capital (treasury shares), the consideration paid is deducted from equity attributable to the Company’s equity holders until the
shares are cancelled or transferred outside Gentrack Group.
Ordinary shares are fully paid and have no par value. The holders of ordinary shares are entitled to receive dividends as declared from time to time
and are entitled to one vote per share at meetings of the Company and rank equally with regard to the Company’s residual assets.
6.1 CAPITAL MANAGEMENT
The capital structure of Gentrack Group consists of equity raised by the issue of ordinary shares in the parent company.
Gentrack Group manages its capital to ensure that companies in the Group are able to continue as going concerns. Gentrack Group is not subject to
any externally imposed capital requirements.
SHARES ISSUEDSHARE CAPITAL
2020
000
2019
000
2020
NZ$000
2019
NZ$000
Ordinary shares98,64598,525191,229190,968
Issue of new ordinary shares-120-261
98,64598,645191,229191,229
6.2 SHARE-BASED PAYMENTS
Gentrack Group operates equity settled, share-based payments schemes under which it receives services from employees, as consideration
for equity instruments of Gentrack Group. A valuation has been completed for each scheme at the grant date to estimate the fair value of
the performance rights allocated. Management also make estimates about the number of performance rights that are expected to vest
which determines the expense recorded in the statement of comprehensive income.
EQUITY SETTLED LONG TERM INCENTIVE SCHEME – EARNINGS PER SHARE CUMULATIVE AVERAGE GROWTH RATE (EPS CAGR)
During the year the Gentrack Group Board approved the fifth annual issue and two one-off issues of the equity settled long term incentive scheme
first implemented in 2016 for selected key personnel. The scheme is intended to attract and reward key personnel to focus on long-term
performance. The number of performance rights are allocated based on a percentage of salary or other such percentage and are calculated with
reference to the 10-trading day volume weighted average price (VWAP) of shares traded on the NZX based on dates indicated in the issue
documentation.
The two one-off issues during the year under this scheme include tenure only components which will vest based on the timelines included in the
issue documentation.
The fair value of the performance rights is determined at the grant date using the Black Scholes valuation method. The fair value of the
performance rights is recorded as an expense in the statement of comprehensive income over the vesting period, based on Gentrack
Group’s estimate of the number of performance rights that will vest, with a corresponding entry to the share-based payment reserve
within equity. During the year ended 30 September 2020, $0.3m has been recognised in the statement of comprehensive income for that period
(2019: $0.1m).
The number of performance rights subject to the EPS hurdle that will vest and be exercisable after three years depends on achievement of the EPS
performance hurdle. The performance hurdle is that 50% of the EPS Performance Rights will vest if EPS CAGR of Gentrack Group over the three
financial years is 7%, with the number of performance rights that vest increasing on a linear basis to 100% if EPS CAGR of 12% is achieved.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
54 / NOTES TO THE FINANCIAL STATEMENTS
6.2 SHARE-BASED PAYMENTS (CONTINUED)
Details of the outstanding performance rights are detailed below:
2020
GRANT DATE
EXPIRY DATE
TOTAL VALUE
OF GRANTED
PERFORMANCE RIGHTS
NZ$000
PERFORMANCE
RIGHTS GRANTED
000
EPS SCHEMES 2017-2020
1 October 201730 November 202031855
1 October 201830 November 202141186
1 October 201930 November 20221,055217
1 April 20201 April 20231,3641,026
1 August 20201 August 20212824
Total EPS Schemes3,1761,408
2019
GRANT DATE
EXPIRY DATE
TOTAL VALUE
OF GRANTED
PERFORMANCE RIGHTS
NZ$000
PERFORMANCE
RIGHTS GRANTED
000
EPS SCHEMES 2016-2018
1 October 201630 November 201921476
1 October 201730 November 202044978
1 October 201830 November 2021542114
Total EPS Schemes1,205268
Below is a summary of the performance rights, granted, exercised and forfeited during 2020 for the EPS schemes:
GRANT DATE
20202019
AVERAGE EXERCISE
PRICE PER
PERFORMANCE
RIGHT
NUMBER OF
PERFORMANCE
RIGHTS
000
AVERAGE EXERCISE
PRICE PER
PERFORMANCE
RIGHT
NUMBER OF
PERFORMANCE
RIGHTS
000
As at 1 October$4.49268$3.25306
Granted during the year$1.931,267$4.75114
Exercised during the year--$2.18(120)
Forfeited during the year$3.78(127)$2.18(32)
As at 30 September$2.251,408$4.49268
NOTES TO THE FINANCIAL STATEMENTS / 55
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
6.3 DIVIDENDS
Details of the dividends paid during the year ended 30 September 2020 are provided below:
CENTS PER SHAREDIVIDENDS PAID
2020 2019 2020
NZ$000
2019
NZ$000
Final dividend paid3.0c8.7c3,0048,572
Interim dividend paid-5.0c-4,891
3.0c13.5c3,00413,463
6.4 EARNINGS PER SHARE
Gentrack Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the
net profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares on issue during the
year, excluding shares purchased and held as treasury shares.
Diluted EPS is determined by adjusting the net profit attributable to ordinary shareholders and the weighted average number of ordinary shares on
issue for the effects of the dilutive impact of potential ordinary shares, which comprise performance share rights granted to employees.
Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease EPS or increase the profit
per share.
20202019
(Loss)/Profit attributable to the shareholders of the company(31,706)(3,315)
(Loss)/Profit attributable to the shareholders of the company adjusted for the
effect of dilution(31,706)(3,315)
Basic weighted average number of ordinary shares issued98,64598,605
Shares deemed to be issued for no consideration in respect of share-based payments1,408267
Weighted average number of shares used in diluted earnings per share100,05398,872
Basic earnings per share($0.32)($0.03)
Diluted earnings per share($0.32)($0.03)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
56 / NOTES TO THE FINANCIAL STATEMENTS
7. TAX
7.1 INCOME TAX EXPENSE
In the statement of comprehensive income, the income tax expense comprises current and deferred tax. Current tax is the expected tax
payable on the taxable income for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to
tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.
2020
NZ$000
2019
NZ$000
INCOME TAX EXPENSE COMPRISES
Current tax expense1,6766,144
Deferred tax expense(4,237)(2,386)
Tax (benefit)/expense(2,561)3,758
RECONCILIATION OF INCOME TAX EXPENSE
The relationship between the expected income tax expense based on the domestic effective tax rate of Gentrack Group at 28% (2019: 28%) and the
reported tax expense in the statement of comprehensive income can be reconciled as follows:
2020
NZ$000
2019
NZ$000
(Loss)/Profit before tax(34,267)443
Taxable income(34,267)443
Domestic tax rate for Gentrack Group28%28%
Expected tax (benefit)/expense(9,595)124
Non-deductible expense8,3503,922
Foreign subsidiary company tax1,009(543)
Prior period adjustments(2,325)255
Actual tax (benefit)/expense(2,561)3,758
As at 30 September 2020 Gentrack Group has $8.7m (2019: $6.3m) of imputation credits available for use in subsequent reporting
periods.
7.2 DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are
expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except for deferred income tax liabilities where the
timing of the reversal of the temporary difference is controlled by Gentrack Group and it is probable that the temporary difference will not reverse in
the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities
and when the deferred income tax assets and liabilities relate to income tax levied by the same taxation authority on either the same taxable entity
or different entities where there is an intention to settle the balance on a net basis.
Additional income tax expenses that arise from the distribution of cash dividends are recognised at the same time that the liability to pay the related
dividend is recognised. Gentrack Group does not distribute non-cash assets as dividends to its shareholders.
NOTES TO THE FINANCIAL STATEMENTS / 57
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
7.2 DEFERRED TAX ASSETS AND LIABILITIES (CONTINUED)
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related benefits will be
realised.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary
differences can be utilised. Management applies judgement when reviewing current business plans and forecasts to ascertain the
likelihood of future taxable profits.
The movement in temporary differences has been recognised in the statement of comprehensive income. Deferred tax has been recognised at a rate
at which they are expected to be realised: 28% for New Zealand entities, 30% for Australian entities, 17% for UK entities, 22% for Denmark entities
and 35% for Malta entities.
Movement in temporary timing differences during the year:
2020
OPENING
BALANCE
NZ$000
TEMPORARY
MOVEMENT
RECOGNISED
NZ$000
CURRENCY
TRANSLATION
NZ$000
CLOSING
BALANCE
NZ$000
Trade and other receivables(68)(15)(1)(84)
Intangible assets(7,196)2,303(20)(4,913)
Contract liabilities6612028871
Provisions1,05667391,738
Losses carried forward1,076944(4)2,016
Other(97)130(9)24
Net deferred tax(4,568)4,237(17)(348)
2019
OPENING
BALANCE
NZ$000
TEMPORARY
MOVEMENT
RECOGNISED
NZ$000
CURRENCY
TRANSLATION
NZ$000
CLOSING
BALANCE
NZ$000
Trade and other receivables(197)1236(68)
Intangible assets(10,308)2,948164(7,196)
Contract liabilities701(28)(12)661
Provisions2,312(1,216)(40)1,056
Losses carried forward613511(48)1,076
Other(143)48(2)(97)
Net deferred tax(7,022)2,38668(4,568)
8. FINANCIAL RISK MANAGEMENT
Gentrack Group is exposed to credit risk, liquidity risk and market risks which include foreign currency risk, commodity price risk and interest
risk. This section details of each of these financial risks and how they are managed by Gentrack Group.
The Board of Directors has overall responsibility for the establishment and oversight of Gentrack Group’s risk management framework.
Gentrack Group’s risk management policies are established to identify and analyse (amongst other risks) the financial risks faced by
Gentrack Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and Gentrack Group’s activities.
8.1 CREDIT RISK
Credit risk is the risk of financial loss to Gentrack Group if a customer or counter party to a financial instrument fails to meet its contractual
obligations, and it arises principally from Gentrack Group’s trade receivables from customers in the normal course of business.
Gentrack Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The credit worthiness of a
customer or counter party is determined by a number of qualitative and quantitative factors. Qualitative factors include external credit
ratings (where available), payment history and strategic importance of customer or counter party. Quantitative factors include
transaction size, net assets of customer or counter party, and ratio analysis on liquidity, cash flow and profitability.
In relation to trade receivables, it is Gentrack Group’s policy that all customers who wish to trade on terms are subject to credit verification on an
ongoing basis with the intention of minimising bad debts. The nature of Gentrack Group’s trade receivables is represented by regular turnover of
product and billing of customers based on the contractual payment terms.
Gentrack Group has an impairment provision that represents its estimate of future incurred losses in respect of trade and other receivables. The
impairment provision consists of the expected credit loss provision in accordance with NZ IFRS 9 and a specific doubtful debt provision used where
there is objective evidence that indicates a trade receivable is impaired.
The carrying amount of Gentrack Group’s financial assets represents the maximum credit exposure as summarised in the table below:
20202019
GROSS
NZ$000
IMPAIRMENT
PROVISION
NZ$000
GROSS
NZ$000
IMPAIRMENT
PROVISION
NZ$000
Current8,513(38)12,848(115)
Past due 1-60 days3,214(918)3,248(326)
Past due 61-120 days356(178)2,842(594)
Past due 121-180 days806(600)746(248)
Past due over 180 days2,195(2,116)2,570(1,585)
15,084(3,850)22,254(2,868)
Gentrack Group’s trade receivables are not exposed to any significant credit exposure to any single counterparty or group of counterparties having
similar characteristics. Trade receivables consist of a number of customers in various geographical areas. Based on historic information about
customer default rates, management considers the credit quality of trade receivables that are not past due or impaired to be good.
As at 30 September 2020 there are no significant concentrations of credit risk for financial assets designated as at amortised cost or at fair value. The
carrying amount reflects Gentrack Group’s maximum exposure to credit risk for these financial assets.
Judgement has been applied to the recovery of all trade receivables, with management confirming that all carrying amounts are deemed to be
recoverable and not impaired.
The credit risk for cash and cash equivalents is considered negligible, since the counterparties are highly reputable financial intuitions with high
quality external credit ratings.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
58 / NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS / 59
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
8.2 MARKET RISK
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect Gentrack Group’s income or the
value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return on risk.
FOREIGN CURRENCY RISK
Gentrack Group is exposed to currency risk on transactions that are denominated in a currency other than the functional currency of Gentrack Group
(NZD), primarily the following currencies Australian Dollar (AUD), Pound Sterling (GBP), EURO (EUR) and US Dollar (USD), and Danish Kroner (DKK).
Gentrack Group’s exposure to foreign currency risk at the reporting date was as follows (all amounts are denominated in New Zealand Dollars):
2020
AUD
NZ$000
GBP
NZ$000
EUR
NZ$000
USD
NZ$000
DKK
NZ$000
Cash and cash equivalents5,63410,675701,02996
Trade and other receivables4,7908,8741,0561,3691,521
Trade and other payables(218)(1,479)(507)(1,768)(103)
Bank loans-(2,536)---
Net exposure10,20615,5346196301,514
2019
Cash and cash equivalents1,3093,903112425208
Trade and other receivables4,83414,4692,2715,8292,950
Trade and other payables(397)(1,384)(1,874)(1,539)(402)
Financial liabilities----(2,451)
Net exposure5,74616,9885094,715305
The following table summarises the sensitivity of profit or loss and equity with regards to Gentrack Group’s financial assets and financial liabilities
affected by AUD/NZD exchange rate, the GBP/NZD exchange rate, the EUR/NZD exchange rate, the USD/NZD exchange rate and the DKK/NZD
exchange rate with all other aspects being equal. It assumes a +/-10% change in the NZD to the currency exchange rate for the year ended 30
September 2020 (2019: 10%). These +/-10% sensitivities have been determined based on the average market volatility in exchange rates in the
preceding 12 months.
2020
PROFIT/EQUITY
AUD
NZ$000
GBP
NZ$000
EUR
NZ$000
USD
NZ$000
DKK
NZ$000
10% strengthening in NZD(928)(1,412)(56)(57)(138)
10% weakening in NZD1,1341,7266970168
2019PROFIT/EQUITY
10% strengthening in NZD(522)(1,544)(46)(429)(28)
10% weakening in NZD6381,8885752434
Gentrack Group’s exposure to foreign exchange rates varies during the year depending on the volume of foreign currency transactions. Even so, the
analysis above is representative of Gentrack Group’s exposure to market risk.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
60 / NOTES TO THE FINANCIAL STATEMENTS
8.3 LIQUIDITY RISK
Liquidity risk is the risk that Gentrack Group will not be able to meet its financial obligations as and when they become due and payable. Gentrack
Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they
become due and payable, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to Gentrack Group’s
reputation.
Gentrack Group has sufficient cash to meet its requirements in the foreseeable future.
The following table details Gentrack Group’s contractual maturities of financial liabilities, as at the reporting date:
ON DEMAND
NZ$000
LESS THAN 3
MONTHS
NZ$000
3 TO 12
MONTHS
NZ$000
1 TO 5
YEARS
NZ$000
>5 YEARS
NZ$000
TOTA L
NZ$000
2020
Bank loan--2,536--2,536
Related party loan------
Trade payables-1,803---1,803
Financial liabilities------
-1,8032,536--4,339
2019
Bank loan-4,000---4,000
Related party loan---450-450
Trade payables-3,742---3,742
Financial liabilities--2,451--2,451
-7,7422,451450-10,643
8.4 INTEREST RATE RISK
Gentrack Group’s interest rate risk primarily arises from short term bank borrowing, cash and advances from related parties. Borrowings and deposits
at variable interest rates expose Gentrack Group to cash flow interest rate risk. Borrowings and deposits at fixed rates expose Gentrack Group to fair
value interest rate risk.
The following tables detail the interest rate repricing profile and current interest rate of the interest-bearing financial assets and liabilities.
EFFECTIVE
INTEREST
R AT E
NZ$000
FLOATING
NZ$000
FIXED UP TO
3 MONTHS
NZ$000
FIXED UP TO
6 MONTHS
NZ$000
FIXED UP TO
5 YEARS
NZ$000
TOTA L
NZ$000
ASSETS
Bank balances-19,320---19,320
LIABILITIES
Bank loans1.83%(2,536)---(2,536)
Total exposure16,784---16,784
EFFECTIVE
INTEREST
RATE +1%
NZ$000
EFFECTIVE
INTEREST
RATE -1%
NZ$000
Bank balances195(195)
Bank loans(74)(21)
Total exposure121(216)
NOTES TO THE FINANCIAL STATEMENTS / 61
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
8.5 FINANCIAL INSTRUMENTS
Gentrack Group’s financial assets are measured at amortised cost. Gentrack Group’s financial assets are held within a business model
whose objective is to hold the financial asset in order to collect contractual cash flows and the financial asset gives rise to contractual
cash flows on specified dates that are payments of principal and interest on the principal outstanding.
Gentrack Group’s financial liabilities are measured at amortised cost except for contingent consideration which is required to be measured at fair
value through profit and loss.
Gentrack Group’s financial assets and liabilities by category are summarised as follows:
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise of cash at bank and on hand and the carrying amount is equivalent to fair value.
TRADE RECEIVABLES
These assets are short term in nature and are reviewed for impairment; the carrying value approximates their fair value.
TRADE PAYABLES
These liabilities are mainly short term in nature with the carrying value approximating the fair value.
LOANS AND BORROWINGS
Loans and borrowings have a floating interest rate. Fair value is estimated using the discounted cash flow model based on current market interest
rate for a similar product; the carrying value approximates their fair value.
FAIR VALUES
Gentrack Group’s financial instruments that are measured subsequent to initial recognition at fair values are grouped into levels based on the degree
to which their fair value is observable:
• Level 1 – fair value measurements derived from quoted prices in active markets for identical assets.
• Level 2 – fair value measurements derived from inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly or indirectly.
• Level 3 – fair value measurements derived from valuation techniques that include inputs for the asset or liability which are not based on
observable market data.
There have been no transfers between levels or changes in the valuation methods used to determine the fair value of Gentrack Group’s financial
instruments during the period. As at 30 September 2020 Gentrack Group has nil of level 3 financial instruments. In 2019 Gentrack Group had $2.5m
in level 3 financial instruments relating to a call/put option for the acquisition of Blip Systems, this financial instrument was contingent consideration
and was settled in December (2019: $2.5m). Please Refer to note 33 of the 2018 Annual Report for further information on the Blip Systems
acquisition.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
62 / NOTES TO THE FINANCIAL STATEMENTS
8.5 FINANCIAL INSTRUMENTS (CONTINUED)
FINANCIAL INSTRUMENTS BY CATEGORY
2020
NZ$000
2019
NZ$000
FINANCIAL ASSETS MEASURED AT AMORTISED COST
Cash and cash equivalents19,3218,626
Trade and other receivables18,95131,279
38,27239,905
FINANCIAL LIABILITIES MEASURED AT AMORTISED COST
Loans and borrowings(2,536)(4,450)
Trade payables(1,803)(3,742)
FINANCIAL LIABILITIES MEASURED AT FAIR VALUE
Financial liabilities-(2,451)
(4,339)(10,643)
NOTES TO THE FINANCIAL STATEMENTS / 63
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
9. OTHER INFORMATION
9.1 LEASE ASSETS AND LEASE LIABILITIES
RECOGNITION AND MEASUREMENT OF GENTRACK GROUP’S LEASING ACTIVITIES
Gentrack Group predominantly leases property for fixed periods of 1-12 years and may have extension options. These extension options
are usually at the discretion of Gentrack Group and are included in the measurement of the lease asset if management intends to
exercise the extension. Lease terms are negotiated on an individual basis and contain a variety of terms and conditions. However, these
lease agreements do not impose any covenants.
Prior to 1 October 2019, leases of property, plant and equipment were classified as either finance or 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.
From 1 October 2019, leases are recognised as a right of use asset (lease asset) and a corresponding lease liability at the date at which the leased
asset is available for use. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the
lease period. The lease asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following
lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payments that are based on an index or a rate
• amounts expected to be payable by the lessee under residual value guarantees
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that the lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
Lease assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability
• any lease payments made at or before the commencement date less any lease incentives received
• any initial direct costs, and
• restoration costs.
See section 1 for more information on adjustments recognised on adoption of NZ IFRS 16 Leases, practical expedients applied and the impact of
first-time adoption of NZ IFRS 16 on these financial statements.
Key movements related to the lease assets and lease liabilities are presented below:
LEASE ASSETS
2020
NZ$000
Balance at 1 October 2019, due to first time adoption of NZ IFRS 1612,671
Additions during the year-
Depreciation charges(2,350)
Exchange differences17
Lease assets at 30 September10,338
Property10,302
Office equipment36
Lease assets at 30 September10,338
Office equipment includes Coffee Machines and Printer/Copiers.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
64 / NOTES TO THE FINANCIAL STATEMENTS
9.1 LEASE ASSETS AND LEASE LIABILITIES (CONTINUED)
LEASE LIABILITIES
2020
NZ$000
Balance at 1 October 2019, due to first time adoption of NZ IFRS 1617,620
Leases entered into during the period-
Principal repayments(2,457)
Exchange differences(36)
Lease liabilities at 30 September15,127
Less than one year2,692
One to five years5,229
More than five years7,206
Lease liabilities at 30 September15,127
LEASE EXPENSES
2020
NZ$000
Depreciation charges2,351
Finance charges931
Lease expenses3,282
9.2 AUDITORS REMUNERATION
2020
NZ$000
2019
NZ$000
KPMG – audit fees517537
KPMG – review fees11643
KPMG – taxation services221177
Entrust – audit fees67
Total fees paid to auditor(s)860764
NOTES TO THE FINANCIAL STATEMENTS / 65
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2020
9.3 KEY MANAGEMENT PERSONNEL AND RELATED PARTIES
Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the
activities of Gentrack Group, directly or indirectly, and include the Directors, the Chief Executive, their direct reports. The following table
summarises remuneration paid to key management personnel.
2020
NZ$000
2019
NZ$000
Salaries, bonus and other benefits4,1573,466
Share based payments-261
Directors’ fees386422
4,5434,149
Gentrack Group’s Directors are also directors of other companies. During the year ended 30 September 2020 no transactions have occurred between
Gentrack Group and any of these companies.
Some of the Directors and key management personnel are shareholders in Gentrack Group Limited. Gentrack Group does not transact with the
Directors or key management personnel, and their related parties, other than in their capacity as Directors, consultants, and employees. Refer to note
2.4 for more information on other related parties.
9.4 OTHER DISCLOSURES
CAPITAL COMMITMENTS
There are no capital commitments at 30 September 2020 (2019: $Nil).
CONTINGENCIES
ASB New Zealand has provided guarantees of $0.9m (2019: $0.9m) on behalf of the Gentrack Group, these guarantees are in place for software
implementation projects, property leases and exchange listings.
EVENTS AFTER BALANCE DATE
There were no material events after balance date.
On 25 November 2020, the Gentrack Group Board determined that no final dividend will be paid out for the 2020 financial year (2019: $3.0m).
The Board recognises the importance of good corporate governance, particularly its role in delivering improved corporate performance and
protecting the interests of all stakeholders.
The Board is responsible for establishing and implementing the Company’s corporate governance frameworks, and is committed to fulfilling this role
in accordance with best practice while observing applicable laws, and NZX Corporate Governance guidance.
This section sets out the Company’s commitment to good corporate governance and addresses the Company’s compliance with the eight
fundamental principles of the NZX Corporate Governance Code (NZX Code).
The Company’s Constitution, the Charters and most of the policies referred to in this Corporate Governance Statement are available on the
Company’s website www.gentrack.com ("Company Website") in the Leadership and Governance section of the Investor Centre.
This corporate governance statement is current as at 16 December 2020 and has been approved by the Board.
PRINCIPLE 1 – CODE OF ETHICAL BEHAVIOUR
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these standards being followed
throughout the organisation.
The Board maintains high standards of ethical conduct and the Chief Executive Officer is responsible for ensuring that high standards of conduct are
maintained by all staff and for managing any breaches of these standards. The Board has adopted a "Code of Ethics", a copy of which is available in
the Investor Centre section of the Company's website.
The Board is the overall and final body responsible for all decision making within the Company, with the core objective of representing and
promoting the interests of shareholders by adding long-term value to the Company.
The Company has a Share Trading Policy for the approval of all share purchases and sales by staff, including Directors. A copy of this policy is
available in the Investor Centre section of the Company’s website.
The Company undertakes appropriate checks of prospective Directors prior to putting forward a candidate for election and provides material information in
its possession relevant to such a decision to security holders.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.
BOARD CHARTER
This describes the Board's role and responsibilities and regulates internal Board procedures; a copy of this document is available in the Investor
Centre section on the Company’s website.
The Board directs, and supervises the management of, the business affairs of the Company including, in particular:
• ensuring that the Company’s goals are clearly established, and that strategies and resources are in place for achieving them;
• ensuring that there is an ongoing review of performance against the Company’s strategic objectives;
• approving transactions relating to acquisitions and divestments and capital expenditure above delegated authority limits;
• ensuring that there is an ongoing assessment of business risks and that there are appropriate control and accountability systems in place to
manage them;
• monitoring the performance of management and overseeing company-wide remuneration, employment and health and safety practices;
• appointing the Chief Executive Officer, setting the terms of their employment and, where necessary, terminating their employment;
• approving and monitoring the Company’s financial and other reporting and ensuring the Company’s financial statements represent a true and
fair view; and
• setting the dividend policy.
NOMINATION AND APPOINTMENT
The procedures for the appointment and removal of Directors are ultimately governed by the Company’s Constitution. The Board has established a
Nominations and Remuneration Committee whose role is to identify and recommend to the Board individuals for nomination as members of the
Board and its Committees, taking into account such factors as it deems appropriate, including experience, qualifications, judgement and the ability
to work with other Directors.
CORPORATE GOVERNANCE
66 / CORPORATE GOVERNANCE
CORPORATE GOVERNANCE / 67
CORPORATE GOVERNANCE
COMPOSITION OF BOARD
As at 30 September 2020 the Board comprised five Directors, as follows:
• Fiona Oliver (Non-executive Acting Chair) – appointed February 2019
• Darc Rasmussen (Non-executive Director) – appointed December 2019
• Nick Luckock (Non-executive Director) – appointed February 2018
• Andy Coupe (Non-executive Director) – appointed April 2014
• Leigh Warren (Non-executive Director) – appointed May 2012
James Docking resigned as a Non-executive Director in December 2019, with Darc Rasmussen appointed in the same month by the Board. John
Clifford resigned as Chairman in June 2020.
Gary Miles was appointed by the Board as Managing Director and Chief Executive Officer from 1 October 2020.
In addition, since 30 September 2020:
• Leigh Warren resigned as a Non-executive Director on 5 October 2020 and was replaced by Stewart Sherriff; and
• Andy Coupe resigned as a Non-executive Director on 2 November 2020 and was replaced by Andy Green.
Both Stewart and Andy were appointed by the Board.
Profiles of each current Director are available in the Investor Centre section on the Company's website.
The Company has written agreements with each board member establishing the terms of their appointment.
DELEGATION
To enhance efficiency, the Board has delegated some of its powers to Board Committees and other powers to the Chief Executive Officer. The terms
of the delegation by the Board to the Chief Executive Officer are documented in the Board Charter and more clearly set out in the Company's
Delegated Authority Framework. This framework also establishes the authority levels for decision-making within the Company's management team.
DIRECTOR INDEPENDENCE
The Board Charter requires that at least 50% of Directors be "independent".
The Board takes into account the guidance provided under the NZX Listing Rules in determining the independence of Directors.
The Board will review any determination it makes as to a Director's independence on becoming aware of any information that may have an impact
on the independence of the Director. For this purpose, Directors are required to ensure that they immediately advise the Board of any relevant new
or changed relationships to enable the Board to consider and determine the materiality of the relationships.
The Board considers that Stewart Sherriff, Darc Rasmussen, Fiona Oliver and Andy Green are Independent Directors. Nick Luckock is not classed as an
Independent Director because HgCapital (of which he is a Partner) controls Devaron (NZ) Limited, which is a substantial shareholder of the Company.
Gary Miles is Managing Director and therefore is not classed as an Independent Director.
SELECTION AND ROLE OF CHAIR
The Chair of the Board is elected by the non-executive Directors. The Board supports the separation of the role of Chair and Chief Executive Officer.
The Chair’s role is to manage the Board effectively, to provide leadership to the Board, and to facilitate the Board’s interface with the Chief
Executive Officer.
John Clifford held the role of Chairman from the start of the financial year until 15 June 2020, following which Fiona Oliver took over as Acting Chair.
The Board has determined that John Clifford was not an Independent Director because he is a substantial shareholder in the Company. However,
given the nature of the Company, John Clifford was considered the most appropriate Director to act as Chairman given his wealth of experience in
the utilities sector, having served as Chairman of several other businesses involved in utility technology. As noted above, the Board has determined
that Fiona Oliver is an Independent Director.
Andy Green was appointed by the Board as Chair on 2 November 2020, taking over from Fiona Oliver who relinquished the Acting Chair role. As
noted above, the Board has determined that Andy Green is an Independent Director. Andy brings transformation and technology leadership to the
role of the Company Chair. In 2020 he was awarded Commander of the British Empire (CBE) for his contributions to the Information Technology and
British Space Industries. His passion to transform the industry to support sustainable water and energy resources is further demonstrated by his roles
as the Chair of WaterAid UK and as a UK National Infrastructure Commissioner. Andy spends his time in both Australia and the UK which contributes
both a local presence and global perspective to the Company’s customers and shareholders.
CORPORATE GOVERNANCE
DIVERSITY AND INCLUSION POLICY
The Company recognises the importance of diversity and inclusion and is committed to promoting these values within its workplace and culture.
The Board supports this initiative and has approved a Diversity and Inclusion Policy, a copy of which is available in the Investor Centre on the
Company’s website.
Diversity and Inclusion Committees have been established in the Company and Committee members in New Zealand underwent Diversity and
Inclusion training during FY20.
Flexible working and work from home arrangements have also been introduced and a number of initiatives have been held during the year to
support diversity and inclusion, including a Diversity Week to celebrate diversity.
At 30 September 2020, the gender breakdown for the Company (and its wholly owned subsidiaries) was as follows:
BOARD
SENIOR
EXECUTIVESALL EMPLOYEES
FY20
Female11123
Male48348
% Female20%11%26%
FY19
Female11137
Male511407
% Female17%8%25%
These figures include permanent full-time, permanent part-time and fixed-term employees, but not independent contractors or consultants. A
Senior Executive is defined as an employee who reports directly to the Chief Executive Officer. The Company recruits for predominantly
technology roles.
DIRECTOR EDUCATION
All Directors are responsible for ensuring they remain current in understanding their duties as Directors. Directors are provided access to the
Company's on-line knowledge hub.
RETIREMENT AND RE-ELECTION
The Board acknowledges and observes the relevant Director rotation/retirement rules under the NZX Listing Rules.
DIRECTORS' SHARE OWNERSHIP
The table of Directors' shareholdings is included in the Disclosures section of this Annual Report.
INDEMNITIES AND INSURANCE
Deeds of Indemnity have been granted by the Company in favour of the Directors in relation to potential liabilities and costs they may incur for acts
or omissions in their capacity as Directors.
The Directors' and Officers' Liability insurance covers risks normally covered by such policies arising out of acts or omissions of Directors and
employees in their capacity as such.
BOARD MEETINGS
The Board has a standard schedule which includes meeting eleven times per annum, in addition other board meetings are held as needed to deal
with specific matters such as acquisition related activity. In the year ended 30 September 2020 there were thirteen Board meetings in total. There
were also separate meetings of the Board Committees. Directors receive detailed information in Board papers to facilitate decision making. At each
meeting the Board considers key financial and operational information as well as matters of strategic importance.
Executives regularly attend Board meetings and are also available to be contacted by Directors between meetings.
Directors who are not members of the Committees may attend the Committee meetings where invited to do so by the Chair of the relevant
Committee.
68 / CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
DIRECTOR
BOARDAUDIT AND RISK COMMITTEE
NOMINATIONS AND
REMUNERATION COMMITTEE
NO. OF
MEETINGS
NO.
ATTENDED
NO. OF
MEETINGS
NO.
ATTENDED
NO. OF
MEETINGS
NO.
ATTENDED
John Clifford
1
1377521
James Docking
2
131
Darc Rasmussen
3
131172
Andy Coupe131377
Fiona Oliver13137722
Leigh Warren131322
Nick Luckock1313
1
John Clifford resigned from the Board in June 2020.
2
James Docking resigned from the Board in December 2019.
3
Darc Rasmussen joined the Board in December 2019.
Membership of the Board Committees is set out below.
The Board has a broad range of IT, financial, sales, business, risk management and other skills and expertise necessary to meet its objectives.
BOARD ACCESS TO INFORMATION AND ADVICE
The Company Secretary is responsible for supporting the effectiveness of the Board by ensuring that policies and procedures are followed and
co-ordinating the completion and dispatch of the Board agendas and papers.
All Directors have access to the senior management team to discuss issues or obtain information on specific areas in relation to items to be considered
at Board meetings or other areas as they consider appropriate. Further, Directors have unrestricted access to Group records and information.
The Board, the Board Committees and each Director have the right, subject to the approval of the Chair, to seek independent professional advice at
the Company's expense to assist them to carry out their responsibilities. Further, the Board and Board Committees have the authority to secure the
attendance at meetings of outsiders with relevant experience and expertise.
CONFLICTS OF INTEREST
The Board Charter outlines the Board's policy on conflicts of interest. Where conflicts of interest do exist, Directors excuse themselves from discussions and
do not exercise their right to vote in respect of such matters.
PERFORMANCE REVIEW
The Board has a formal review of its performance on an annual basis. A review was undertaken in August 2020.
PRINCIPLE 3 – BOARD COMMITTEES
The Board should use committees where this will enhance its effectiveness in key areas, while still retaining board responsibility.
BOARD COMMITTEES
The Board has established two Committees: the Audit and Risk Committee, and the Nominations and Remuneration Committee. The Charters of
each Committee are in the Investor Centre section of the Company’s website.
The membership of each Committee at 30 September 2020 was:
1. Audit and Risk Committee – Fiona Oliver, Andy Coupe (Acting Chair), Darc Rasmussen
2. Nominations and Remuneration Committee – Leigh Warren and Fiona Oliver (Chair).
All of the members of the above committees are independent directors. Management and other employees attend committee meetings at the
invitation of the respective committee. Fiona Oliver chaired the Audit and Risk Committee up to John Clifford’s resignation as Chairman in June 2020
when she became Acting Chair of the Board. Andy Coupe became Acting Chair of the Audit and Risk Committee at that point.
After the Director changes since 30 September 2020 that were referred to above, the members of the Audit and Risk Committee as at the date of this
statement are:
• Fiona Oliver (Chair), Andy Green, Darc Rasmussen
CORPORATE GOVERNANCE / 69
70 / CORPORATE GOVERNANCE
The members of the Nominations and Remuneration Committee as at the date of this statement are:
• Fiona Oliver (Chair), Stewart Sherriff and Nick Luckock.
For further details on the functions of the Audit and Risk Committee please refer to "Principle 7". For further details on the functions of the
Nominations and Remuneration Committee please refer to "Principle 2" and "Principle 5".
The Board finalised a Takeover Response Protocol in 2018. The Protocol outlines the procedures in the event the Company is subject to a takeover offer.
PRINCIPLE 4 – REPORTING & DISCLOSURE
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate disclosures.
The Company is committed to maintaining a fully informed market through effective communication with the NZX and ASX, the Company's
shareholders, analysts, media and other interested parties. The Company provides all stakeholders with equal and timely access to material
information that is accurate, balanced, meaningful and consistent.
The Board has adopted a Market Disclosure Policy and a Shareholder Communications Policy, copies of which are available in the Investor Centre
section on the Company's website. The Policies have been communicated internally to ensure that they are strictly adhered to by the Board and the
Company's employees. The Company has been listed on the NZX Main Board and the ASX since 25 June 2014 and has at all times complied with its
continuous disclosure obligations.
Directors consider at each Board meeting whether there is any material information which should be disclosed to the market.
The "Code of Ethics", Board Committee Charters and other key governance documents are available in the Investor Centre section of the Company's
website.
The Company does not currently provide additional non-financial reporting on environmental, social and governance factors other than as set out in
this statement. The Company’s UK business underwent a sustainability assessment via the EcoVadis platform in FY20. Key areas identified for
improvement as a result of this exercise will be reviewed during FY21.
PRINCIPLE 5 – REMUNERATION
The remuneration of Directors and executives should be transparent, fair and reasonable.
The Board has a Nominations and Remuneration Committee. One of that Committee's principal functions is to oversee the remuneration strategies and
policies of the Company. The Nominations and Remuneration Committee is governed by a formal charter, a copy of which is available in the Investor
Centre section on the Company’s website.
DIRECTOR REMUNERATION
The Company distinguishes the structure of non-executive Directors’ remuneration from that of executive Directors. Total Directors' fees are currently
set at a maximum of $450,000 per annum for the non-executive Directors. The actual amount of fees paid in the past year was $386,000.
CEO REMUNERATION
Ian Black’s salary was structured as follows:
Fixed base salary of $700,000 per annum, inclusive of Kiwisaver and reviewable at the Board’s discretion each year.
Annual short term incentive payments of up to 30% of the fixed base salary. The actual short term incentive awarded (if any) was determined at the
discretion of the Board after assessing the performance of the Company and the performance of the CEO against performance targets and priorities
agreed annually. No short term incentive paymenets were made during FY20.
The CEO participates in the Company's Long Term Incentive Scheme (LTI Scheme). During FY20 an additional 56,604 performance rights were issued
to Ian Black under the LTI Scheme. These rights vest over three years and are subject to Gentrack Group achieving certain performance hurdles
contained within the LTI Scheme that are aligned to sustained earnings per share growth. No performance rights vested durng FY20.
In addition, James Spence performed the role of Interim CEO from 15 June 2020 until 30 September 2020. In recognition of James’ additional
responsibilities during the interim period, he received 24,105 performance rights which vest in 12 months’ time conditional on him not resigning
prior to the vesting date.
The Remuneration Policy Statement is available in the Investor Centre section of the Company’s website.
PRINCIPLE 6 – RISK MANAGEMENT
Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board should regularly verify that the issuer
has appropriate processes that identify and manage potential and material risks.
The Board has an Audit and Risk Committee that reports to the Board – please see "Principle 7" below for further detail in relation to the Audit and
Risk Committee.
The Company's senior management maintain a Risk Register, which is reviewed by the Audit and Risk Committee and forms a key part of the risk
management framework.
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE / 71
To support its commitment to Information Security Management, the Company is an ISO/EC 27001:2013 certified organisation for Cloud services it
provides via Amazon Web Services. This certification will be extended to cover all of the Company’s services and the process is expected to be
completed in the first quarter of 2021. ISO/IEC 27001:2013 specifies the requirements for establishing, implementing, maintaining and continually
improving an information security management system. It also includes requirements for the assessment and treatment of information security risks
tailored to the needs of the organisation. The purpose of this international standard is to help organisations establish and maintain an information
security management system to manage and control information security risks as well as maintaining the integrity, protection, preservation and
confidentiality of information. In addition to the above, the Company maintains a SOC2 Type I Report for applicable Gentrack Cloud services. This
report demonstrates how the Company achieves key compliance controls and objectives relevant to the Trust Services Categories (security and
availability) as set forth by the American Institute of Certified Public Accountants. This is assessed by an independent third-party examination body
as it relates to Gentrack Cloud services, as of 31 October 2020.
The Company does not have an internal audit function, but through the steps outlined above the Board ensures the company is reviewing,
evaluating and continually improving the effectiveness of its risk management and internal control processes.
The Company considers that it does not have any material exposure to economic, environmental and social sustainability risks. The Board receives a
health and safety report and an information security report each quarter.
PRINCIPLE 7 – AUDITORS
The Board should ensure the quality and independence of the external audit process.
The Board is committed to a transparent system for auditing and reporting of the Company's financial performance. The Board established an Audit
and Risk Committee, which performs a central role in achieving this goal. The members of the Committee provide a balance of independence, sector
experience and relevant professional experience and qualifications.
The Audit and Risk Committee’s principal functions are:
• to assist the Board in fulfilling its responsibilities for the Company's financial statements and external financial reporting;
• to assist the Board in ensuring that the ability and independence of the external auditors to carry out their statutory audit role is not impaired,
or could reasonably be perceived to be impaired;
• to assist the Board in ensuring appropriate accounting policies and internal controls are established and maintained; and
• to assist the Board in ensuring the efficient and effective management of all business risks.
One of the main purposes of the Audit and Risk Committee is to ensure the quality and independence of the audit process. The Chairman of the Audit
and Risk Committee and Chief Financial Officer work with the external auditors to plan the audit approach. All aspects of the audit are reported back
to the Audit and Risk Committee and the auditors are given the opportunity at Audit and Risk Committee meetings to meet with the Board.
The Audit and Risk Committee has adopted a formal Charter, a copy of which is available in the Investor Centre section on the Company’s website.
The Company does not have an internal audit function. The Audit and Risk Committee meets regularly to identify risks and determine how to
mitigate these. The Company uses external contractors as required for specific audit reviews.
The Company's external auditors will attend the annual meeting, and are available to answer questions relating to the conduct of the external audit
and the preparation and content of the auditor’s report. The external auditors also provided non-audit related services to the Company relating to
local and international tax advisory and compliance. The Company does not have an internal audit function. Where required, such audit activity is
conducted by third parties, not by the Company's external auditors.
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage them to engage with the issuer.
The company currently keeps shareholders informed through:
• the annual report;
• the half-year update;
• the annual meeting of shareholders;
• disclosure to the NZX and ASX in accordance with the Company’s Shareholder Communications Policy and Market Disclosure Policy; and
• the Investor Centre section on the Company's website.
The company's Shareholder Communications Policy and Market Disclosure Policy are designed to ensure that communications with shareholders
and all other stakeholders are managed efficiently. The Chair, Chief Executive Officer and Chief Financial Officer are the points of contact for
shareholders and analysts.
The Board considers the annual report to be an essential opportunity for communicating with shareholders. The company publishes its results and
reports electronically on the Company Website. Investors may also request a hard copy of the annual report by contacting the company’s share registrar,
Link Market Services Limited. Contact details for the registrar appear at the end of this report.
The Company considers the annual meeting to be a valuable element of its communications programme. The Chair will provide an opportunity for
shareholders to raise questions for their Board. The Chair may ask the Chief Executive Officer and any relevant manager of the Company to assist in
answering questions if required. As noted earlier, the Company's external auditors will also attend the annual meeting, and are available to answer
questions relating to the conduct of the external audit and the preparation and content of the auditor's report.
CORPORATE GOVERNANCE
DISCLOSURES
ENTRIES RECORDED IN THE INTERESTS REGISTER
The Company maintains an Interest Register in accordance with the Companies Act 1993. The following entries were made in the Interests Register
for the period 1 October 2019 to 30 September 2020 and require disclosure:
• John Clifford advised that he had acquired a minor equity interest (indirect) in Ion Holdings Pty Limited via First Stirling Investments Pty Ltd. Ion
Holdings Pty Limited is a Gentrack customer in Australia. The Board considered that this investment was not significant and noted that any
potential conflict of interest would be managed using governance procedures in accordance with the Board Charter;
• Fiona Oliver advised that she had been appointed as a director of Augusta Capital Limited and subsidiary companies. Fiona resigned from
those positions later in the period;
• Fiona Oliver advised that she had been appointed as a director of First Gas Limited and other First Gas group companies. First Gas is not a
Gentrack customer; and
• Fiona Oliver advised that her term with the Inland Revenue Risk and Assurance Committee had ended.
SHARE DEALINGS OF DIRECTORS
There were no acquisitions or disposals of relevant interests in Gentrack shares by Directors during the year ended 30 September 2020.
SHAREHOLDINGS OF DIRECTORS AT 30 SEPTEMBER 2020
TYPE OF HOLDING
2020
RELEVANT INTEREST IN
SHARES HELD
2019
RELEVANT INTEREST IN
SHARES HELD
Andy CoupeDirect24,44424,444
Nick Luckock
1
Beneficial Interest11,191,47111,191,471
Leigh WarrenBeneficial Interest298,853298,853
1
Nick Luckock is a Partner of HgCapital. HgCapital controls Devaron (NZ) Limited, which is a substantial shareholder of the Company.
REMUNERATION OF DIRECTORS
Details of the total remuneration of, and the value of other benefits received by, each Director of Gentrack Group Limited during the financial year
ended 30 September 2020 are as follows:
20202019
FEESFEES
John Clifford
1
87,800103,000
Andy Coupe64,90062,000
James Docking
2
12,30062,000
Nick Luckock
3
20,70062,000
Graham Shaw
4
-30,000
Leigh Warren62,00062,000
Fiona Oliver
5
88,30041,000
Darc Rasmussen
6
49,800-
385,800422,000
1
John Clifford resigned as Executive Chair effective 15 June 2020.
2
James Docking resigned as a non-executive Director effective 12 December 2019.
3
Hg Capital agreed to suspend director fees in relation to Nick Luckock from February 2020 to February 2021.
4
Graham Shaw resigned as a non-executive Director and Chair of the Audit and Risk Committee on 27 February 2019.
5
Fiona Oliver was elected as a non-executive Director and Chair of the Audit and Risk Committee on 27 February 2019 and was Acting Chair of the
Board from 15 June 2020 to 1 November 2020.
No directors received salaried remuneration in either 2019 or 2020.
EMPLOYEE REMUNERATION
The number of current employees of the parent and subsidiaries receiving remuneration and benefits above $100,000 in the year ended
30 September 2020 are set out in the table below:
72 / DISCLOSURES
DISCLOSURES / 73
DISCLOSURES
REMUNERATIONNUMBER OF EMPLOYEES
$100,001 – $110,00035
$110,001 – $120,00027
$120,001 – $130,00029
$130,001 – $140,00020
$140,001 – $150,00013
$150,001 – $160,00015
$160,001 – $170,00010
$170,001 – $180,00010
$180,001 – $190,0008
$190,001 – $200,0007
$200,001 – $210,0005
$210,001 – $220,0003
$220,001 – $230,0006
$230,001 – $240,0004
$240,001 – $250,0002
$250,001 – $260,0001
$260,001 – $270,0003
$280,001 – $290,0001
$290,001 – $300,0003
$320,001 – $330,0001
$350,001 – $360,0001
$390,001 – $400,0001
$530,001 – $540,0001
$710,001 – $720,0001
The analysis above includes the remuneration and benefits paid to employees, in the relevant bandings, where their annual remuneration and
benefits exceed $100,000.
ANALYSIS OF SHAREHOLDING
SIZE OF HOLDINGNUMBER OF
HOLDERS
FULLY PAID ORDINARY SHARES
NUMBER OF SHARES
% OF ISSUED
CAPITAL
1 – 1,0001,620815,0940.83
1,001 – 5,0001,6274,252,3574.31
5,001 – 10,0004603,431,2763.48
10,001 – 50,0003006,088,8826.17
50,001 – 100,000372,722,7462.76
Greater than 100,0003881,334,47482.45
TOTA L4,08298,644,829100
DISCLOSURES
TWENTY LARGEST SHAREHOLDERS
The twenty largest shareholders of fully paid ordinary shares as at 2 December 2020 were:
NAMENUMBER OF ORDINARY
SHARES HELD
% OF ISSUED
SHARE CAPITAL
National Nominees New Zealand Limited
1
14,486,11414.69
Devaron (NZ) Limited11,191,47111.35
Bnp Paribas Nominees NZ Limited
1
10,286,26210.43
Uplands Group Pty Limited8,424,2568.54
Jametti Limited4,555,6424.62
J P Morgan Nominees Australia Pty Limited4,498,0454.56
Nigel Peter Farley and Richard John Burrell2,890,0002.93
Custodial Services Limited2,491,6922.53
National Nominees Limited2,356,7342.39
Anacacia Pty Limited2,178,4202.21
Custodial Services Limited2,356,7341.75
Roy Desmond Grant and Nina Catherine Maria Grant
and Adrienne Alexandra Wigmore
1,400,0001.42
Terence De Montalt Maude and Wendy Fay Wood1,333,0001.35
New Zealand Depository Nominee1,298,1871.32
JPMORGAN Chase Bank
1
1,190,0221.21
Custodial Services Limited1,147,0541.16
Jcvc Pty Ltd1,130,9951.15
HSBC Nominees (New Zealand) Limited
1
825,1510.84
Custodial Services Limited615,0060.62
HSBC Custody Nominees (Australia) Limited587,1360.60
TOTA L74,611,46175.67
1
These shareholdings are held through New Zealand Central Securities Depository Limited (NZCSD) which allows electronic trading of securities to
members.
The percentage shareholding of the 20 largest shareholders of Gentrack Group Limited fully paid ordinary shares was 75.67%.
74 / DISCLOSURES
DISCLOSURES
SUBSTANTIAL SHAREHOLDERS AS AT 30 SEPTEMBER 2020
According to notices given under the Financial Markets Conduct Act 2013 the following persons were Substantial Shareholders in Gentrack Group
Limited at 30 September 2020 in respect of the number of voting securities set opposite their names.
NAMENUMBER OF ORDINARY
SHARES HELD
% OF ISSUED
SHARE CAPITAL
National Nominees Ltd ACF Australian Ethical Investment Limited11,720,05411.88
Devaron (NZ) Limited11,191,47111.35
Uplands Group Pty Limited as trustees of Uplands Group Trust, JCVC Pty Limited as
trustees of JCVC Superannuation Fund, John Clifford and Valerie Clifford
9,555,2519.69
Swann Hill BV9,533,2019.66
Jametti Limited as trustees of the Fraxinus Aurea Trust5,358,1965.43
TOTA L47,358,17348.01
The total number of issued voting shares of Gentrack Group Limited at 30 September 2020 was 98,644,829. Voting at a meeting of the shareholders
is via a poll. At the meeting, every shareholder present in person, or by representative has one vote for each fully paid ordinary share in the Company.
At 30 September 2020, there were 726 shareholders holding marketable parcels of less than $500.
SUBSIDIARY COMPANY DIRECTORS
The following people held office as Directors of subsidiary companies at 30 September 2020:
Gentrack LimitedAlastair James Spence, Jonathan Kershaw
Veovo Group LimitedAlastair James Spence, James Williamson
Gentrack Group Australia Pty LimitedAlastair James Spence, Mark Humphreys
Gentrack UK LimitedAlastair James Spence, Paul Muscat, Rosalynn Bartlett
Gentrack Holdings UK LimitedAlastair James Spence, Paul Muscat, Rosalynn Bartlett
Junifer Systems Limited (not trading)Kenton Judson, Saul Nurtman
Gentrack (Singapore) Pte LtdAlastair James Spence, Jonathan Kershaw, K Kalaai Araasi Pillai
Veovo Holdings DenmarkAlastair James Spence, James Williamson
Veovo ASAlastair James Spence, James Williamson
CA Plus LimitedJames Williamson, Alastair James Spence
Evolve Analytics Limited (not trading)Alastair James Spence, Rosalynn Bartlett
Evolve Parent Limited (not trading)Alastair James Spence, Rosalynn Bartlett
Veovo IncAlastair James Spence, James Williamson
Veovo NZ Limited (trading from 1 October 2020)Alastair James Spence, James Williamson
Veovo UK Limited (trading from 1 October 2020)Alastair James Spence, Rosalynn Bartlett, James Williamson
Veovo IP Limited (trading from 1 October 2020)Alastair James Spence, James Williamson
The following former Directors of the Company’s subsidiaries ceased to hold office during the year:
John Clifford, Ian Black, Tim Bluett, Lars T
Ørholm, John de Giorgio, Alan Duggan.
Directors of the Company’s subsidiaries do not receive any remuneration or other benefits in respect of their appointments.
DISCLOSURES / 75
DISCLOSURES
DONATIONS
The Company made donations of $2,270 during the year ended 30 September 2020.
CREDIT RATING
The Company has no credit rating.
FOREIGN EXEMPT LISTING
ASX approved a change in the Company’s ASX admission category from an ASX Listing to an ASX Foreign Exempt Listing, effective from the
commencement of trading on 30 March 2016.
The Company continues to have a full listing on the NZX Main Board, and the Company’s shares are still listed on the ASX. The Company is primarily
regulated by the NZX, complies with the NZX Listing Rules, and is exempt from complying with most of the ASX Listing Rules (based on the principle
of substituted compliance).
WAIVERS
Gentrack Group Limited had no NZX waivers granted or published by NZX within or relied upon in the 12 months ending 30 September 2020. On
listing in 2014, Gentrack Group Ltd was granted waivers from the ASX which are standard for a New Zealand company listed on the ASX. This
includes confirmation that ASX will accept financial statements denominated in New Zealand dollars and prepared and audited in accordance with
New Zealand Generally Accepted Accounting Principles and Auditing Standards. The waivers granted by the ASX have been extended to reflect the
Company’s ASX Foreign Exempt listing status from 30 March 2016.
ANNUAL MEETING
Gentrack Group Limited’s Annual Meeting of Shareholders will be held virtually on 24 February 2021. A notice of Annual Meeting and Proxy Form
will be circulated to shareholders in January 2021.
76 / DISCLOSURES
CORPORATE DIRECTORY
REGISTERED OFFICE
Gentrack Group Limited
17 Hargreaves Street, St Marys Bay, Auckland 1011,
New Zealand
Phone: +64 9 966 6090
Level 9, 390 St Kilda Road, Melbourne, VIC 3004
Australia
Phone: +61 3 9867 9100
POSTAL ADDRESS
PO Box 3288, Shortland Street, Auckland 1140
New Zealand
Level 9, 390 St Kilda Road, Melbourne, VIC 3004
Australia
NEW ZEALAND INCORPORATION NUMBER
3768390
AUSTRALIAN REGISTERED BODY NUMBER (ARBN)
169 195 751
DIRECTORS
Andy Green, Chair
1
Andy Coupe
1
John Clifford
2
Fiona Oliver
Nick Luckock
Stewart Sherriff
3
Leigh Warren
3
Darc Rasmussen
4
Gary Miles
5
1
Andy Coupe resigned as non-executive director on 2 November 2020.
The Board appointed Andy Green as a non-executive Director and Chair
on the same date.
2
John Clifford resigned as Executive Chairman on 15 June 2020.
3
Leigh Warren resigned as non-executive Director on 5 October 2020.
The Board appointed Stewart Sherriff as non-executive Director
effective from the same date.
4
James Docking resigned as a non-executive Director on 12 December
2019 and was replaced by Darc Rasmussen on the same date. Darc was
elected by shareholders at the Annual Meeting on 26 February 2019.
5
Gary Miles was appointed by the Board as Managing Director and
Chief Executive Officer from 1 October 2020.
COMPANY SECRETARY
Jon Kershaw
AUDITOR
KPMG
18 Viaduct Harbour Avenue, Auckland, 1140
Phone: +64 9 367 5800
Facsimile: +64 9 367 5875
LEGAL ADVISERS
BELL GULLY
BANKERS
ASB BANK LIMITED
ANZ LIMITED
HSBC PLC
SHARE REGISTRAR
NEW ZEALAND
LINK MARKET SERVICES LIMITED
Level 11, Deloitte Centre, 80 Queen Street, Auckland 1010
PO Box 91 976, Auckland 1142
Phone: +64 9 375 5998
Facsimile: +64 9 375 5990
Email: enquiries@linkmarketservices.com
AUSTRALIA
LINK MARKET SERVICES LIMITED
Level 12, 680 George Street, Sydney, NSW 2000
Locked Bag A14, Sydney South, NSW 1235
Phone: +61 1300 554 474
Facsimile: +2 9287 0303
Email: enquiries@linkmarketservices.com
CORPORATE DIRECTORY / 77
www.gentrack.com
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.