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Gentrack Annual Report 2020

Annual Report18 December 2020GTKInformation Technology

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.