30 June 2022 Annual Report
Enprise Group Limited
Annual Report and Financial Statements
for the year ended 30 June 2022
Enprise Group Limited
Annual Report and Financial Statements
for the year ended 30 June 2022
Contents
Directors Report
2
Our Businesses
4
Board of Directors
5
Finanical Statements:
Consolidated Statement of Comprehensive Income
6
Consolidated Statement of Financial Position
7
Consolidated Statement of Changes in Equity
8
Consolidated Statement of Cash Flows
9
Notes to the Consolidated Financial Statements
10
Shareholders Statutory Information
39
Directory
42
Auditor's Report
43
1
Enprise Group Limited
Directors' Report
The Directors are pleased to submit to shareholders their report and financial statements for the year ended 30 June 2022.
Principal activities
Significant changes in the state of affairs
Review of operations and outlook
Kilimanjaro Consulting
20222021
Recurring revenue3.897M3.321M
Contracted revenue3.325M2.645M
Total recurring and contracted revenue7.222M5.966M
Future Direction
Kilimanjaro Consulting exceeded the revenue growth expectations, achieving 16% for the financial year. Growth in contracted and recurring revenue was 20.5%.
Significant challenges with MYOB's entry directly into our market and more businesses competing for scare resources have put pressure on our margins. Management is
implementing plans to restore margins including a strategic review of operations and suppliers.
Enprise Group Limited (Enprise) has two operating divisions;
Enprise is invested in Datagate Innovation Limited (Datagate) that provides online reporting and billing portals under a Software-as-a-Service (SaaS) model for resellers of
Telco/Utility services and hosted service providers in New Zealand, Australia, Canada, USA and Europe. Enprise holds 31.95% of Datagate.
Enprise invested further into iSell. Enprise subscribed for 2,300,674 shares at AUD $0.38 per share in March 2022 and acquired an additional 192,849 iSell shares during
the year from other iSell shareholders. At year end Enprise held 75.03% of all iSell shares.
Enprise advanced $500,000 on 20 December to Datagate as part of a $1.5M convertible note offering. The loan will be converted into shares automatically on the date of
a capital raise or at other events as disclosed in the notes to the accounts.
• iSell Pty Limited (iSell), sell a cloud-based quoting systems (IT Quoter) on a Software-as-a-Service (SaaS) model used by the IT reseller market in Australia, New
Zealand, UK & Europe, USA and South Africa.
• Kilimanjaro Consulting, a solution provider for MYOB Enterprise software in Australia and New Zealand
Enprise is invested in Vadacom Holdings Limited (Vadacom), a leading voice over IP (VoIP) telephony solutions provider. Enprise holds 6.23% of Vadacom.
The Covid-induced rapid change in demand for skilled resources required an immediate response, in order to retain and further grow the exceptional skills developed over
the past 20 years. As a professional services consultancy, our people are our greatest asset, and therefore also our greatest cost. We aspire to being an “Employer of
Choice”, which includes positioning our remuneration in the top quartile. The time lag between increasing remuneration and passing these increased costs on to clients
under contract in a tough trading environment, has significantly hurt the bottom line. The pricing model has now been revised and the coming months will see a continued
recovery of margins in the consulting practice. Kilimanjaro has been able to maintain productivity levels with a hybrid model of working from home and working from the
office. The team has now grown to over 120 people, under our “One Company – One Team – One Brand” banner.
A restructuring of the support teams, and a focus on our #ClientFirst initiative has seen customer satisfaction ratings improve significantly, to be best practice. This
enables us to align our pricing with our positioning in the market: A premium provider, with high perceived value. There is a continuing trend to move to cloud-based
software. Our experience integrating Exo on-premise software with cloud solutions gives our Exo clients a pathway to transition to the cloud, as and when they choose.
Our Exo Hosted option supports those who wish to remain on Exo, but move to the cloud. For those looking for a cloud-native environment, the Acumatica / MYOB
Advanced product is certainly best of breed.
Kilimanjaro's large and stable core of loyal existing clients look to us, as their trusted advisor, for efficiency improvements through technology. Our access to cutting-edge
technology through our partnership with MYOB and other connected service providers, allows us to fulfil this role successfully. Operating as One Company – One Team-
One Brand across Australia and New Zealand is realising synergies and improving our own efficiency. This has required a large investment over the past year, and 12
internal projects have been completed to provide a platform for improved profitability and continued growth. The future strategic direction will be largely dictated by the final
resolution we reach with our dispute with MYOB, as referenced in the announcement to the NZX on 1st August 2022 and Note 26. Pending a satisfactory resolution of the
MYOB dispute, we intend to remain the best Exo partner in the Channel, and at the same time rapidly build the MYOB Advanced side of the business. Diversification is
being considered as a strategy.
2
Enprise Group Limited
Directors' Report
iSell
The integration with Datagate has been completed which will enable further synergies between the companies.
Datagate
Vadacom
The directors’ report is signed for and on behalf of the Board, and was authorised for issue on the date below.
George Cooper - DirectorRonald Baskind - Director
Chief Executive Officer - Enprise GroupChief Executive Officer - Kilimanjaro Division
6 October 2022
6 October 2022
Enprise Group’s associate, Datagate Innovation Ltd (Datagate) grew its annual recurring revenue (ARR) to over $2.4 million, an increase of 49%. Growth in the USA was
65%. Datagate continues to be in high growth mode and is keeping its focus on growing revenue and market share. Enprise participated in the convertible note round in
December 2021, Enprise took up $0.5 million of the total issue of $1.55 million.
Vadacom Holdings Ltd (Vadacom)’s ARR and contracted revenue was $2.56 million for the year ended 31 March 2022. The recently released new cloud PBX phone
system ‘Next Voice’ functionality continues to expand to support new and existing customers directly and through resellers. As a result of an draft independent valuation of
Vadacom, Enprise Group realised a $0.06 million decrease in the carrying value of this investment in the period.
The current focus is on simplifying the on boarding process to empower new customers to perform more self service. On line help has been released during the year with
in excess of 200 supporting videos. Integrations with up and coming PSA tools, Halo and Ingram Cloud Blue have been developed and further functionality will be added
during the next financial year.
Annual recurring revenue (ARR) has increased to $1.04 million (up 36%). Total revenue $1.09 million (up 26%). Enprise currently owns 75% of iSell. During the year iSell
achieved its first case study in the USA this year and has just received formal Avalara (USA Sales Tax) certification, these are significant milestones for ramping up entry
into the USA market.
3
Enprise Group Limited
Our Businesses
Kilimanjaro Consulting is MYOB’s number one partner
in Australia and New Zealand and is the leading trans-
Tasman provider of solutions based on the MYOB Advanced
and MYOB Exo software platforms. It offers a companion
product range to extend the power and functionality of MYOB
Advanced and MYOB Exo. Kilimanjaro hosts, implements,
integrates, manages and supports all of the software it sells.
Kilimanjaro services clients in a range of industries through
branches in Australia and New Zealand
iSell is a primary provider of business systems to the IT
Reseller market. iSell databases contain over 4.5 million
products representing more than 2000 vendors available
from 100+ distributors. The products are sent automatically
to hundreds of IT Resellers daily, across Australia, New
Zealand, UK & Europe, South Africa and USA.
Datagate offers one-stop SaaS telecom billing. Datagate
has everything required to make billing telecommunications
easy, quick, profitable and compliant, in a single SaaS
package. The Datagate online billing portal enables IT
Managed Service Providers (MSPs) to bill telecom services
optimally at minimal time and cost. Datagate is the online
billing portal that integrates with software that’s important to
MSPs, including ConnectWise and other professional
services automation software, tax engines and popular
accounting systems like QuickBooks and Xero.
Vadacom specialises in phone system software
development and unified communications solutions for
Australian and New Zealand businesses. Vadacom is one of
New Zealand’s leading developers of open source
technology and Voice over IP (VoIP) based IP telecoms
solutions to businesses of all sizes.
4
Enprise Group Limited
Board of Directors
Elliot Cooper is CEO of the Enprise Group. He is also co-founder and Executive
Director of Enprise Group, and formerly held the Enprise Group CFO role.
In addition to his financial expertise Elliot has extensive experience in the financial
software business. He is a qualified accountant with deep experience in financial
accounting and financial controller roles.
Elliot was one of the original creators of Exonet Finance (now renamed MYOB Exo),
alongside Mark Loveys. Like Mark, Elliot has been involved with the product every
step of the way since its inception at PC Direct in the 1990s.
Marisa Fong is Enprise Group’s Chairperson of the Board. Marisa co-founded The
Madison Group in 1998, successfully growing it to become New Zealand’s largest
privately owned recruitment company. Having won numerous awards, The Madison
Group was acquired in 2013 by listed public company AWF, in a textbook deal that
set a precedent for the industry.
Marisa has created a portfolio of angel investments and supports causes close to
her heart. She is currently an Advisory Board member for EightyFour Recruitment;
Interim Chair of Auckland Marine Rescue Centre Trust; is Chair of Simplicity, a not
for-profit low fees KiwiSaver Fund; and is an Executive Judge for New Zealander of
the Year. Marisa was inducted into the New Zealand Hall of Fame for Women
Entrepreneurs in October 2020.
Ronnie Baskind is an Enprise Group Executive Director. He has more than 30
years’ experience as an entrepreneur, management consultant, senior executive,
director and agribusiness professional. Ronnie is CEO of the Enprise Group division
of Kilimanjaro Consulting.
Ronnie’s diverse background, combined with strong analytical and facilitation skills,
has given him a deep insight into businesses across most industry sectors and in
various stages of development. Ronnie is the founder of Kilimanjaro Consulting Pty
Limited, Australia’s largest implementer of MYOB’s enterprise-level business
management solutions.
Lindsay Phillips is an Enprise Group Non-Executive Director. He has been
involved in private equity for over 30 years, commencing in 1987 with M.J.H.
Nightingale & Co. Limited in London/New York and subsequently Australia since
1995. Lindsay's experience includes seven years (1980-87) with Price Waterhouse
and twenty-six years in investment banking/private equity in the United Kingdom,
Europe, USA and Australia including five years (2007-12) as Managing Director of
Lazard Australia Private Equity. Lindsay is currently Managing Director of two
investment funds – Phoenix Development Fund and Nightingale Partners – focused
on providing patient expansion capital to family companies. He serves as a Director
of most of the companies in which the funds are invested.
Nick Paul is an Enprise Group Non-Executive Director. He is an accomplished
senior leadership professional with over 30 years of achievement and success
driving sales growth in highly competitive technology related markets.
With over 20 years’ experience in the Telco industry Nick has held senior Sales and
Distribution roles in Vodafone and Spark. More recently as CEO of Leading Edge
Communications – Spark's largest channel partner – he has developed a strong
understanding of developing sales channel models and implementation. He has
recently used this knowledge to create The Sales Factory, a business consultancy
helping organisations create appropriate sales and distribution strategies and
channel plans for their businesses
5
Enprise Group Limited
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2022
30 June 202230 June 2021
Note
$'000$'000
Revenue from contracts with customers
3
18,74416,113
Government assistance
4(a)
- 753
Employee expense
5(d)
(15,057)(11,806)
Other operating costs
5(c)
(5,501)(4,431)
Other gains/(losses) - net
5(a)
32-
Operating profit/(loss)
(1,782)629
Equity earnings/(losses) from associates and joint ventures
14
(556)(474)
Other gains/(losses) related to associates and joint ventures
14
8344
Finance cost - net
5(b)
(90)(129)
Profit/(loss) before income tax
(2,420)370
Income tax benefit
6(a)
227402
Profit/(loss) for the period(2,193)772
Other Comprehensive Income
Items that may be reclassified to profit or loss
Foreign currency translation differences15538
Items that will not be reclassified to profit or loss
Changes in the fair value of investments through other comprehensive income
15
(60)23
Total other comprehensive income/(loss) for the period, net of tax9561
Total comprehensive income/(loss) for the period
(2,098)833
Profit/(loss) for the period is attributable to:
Non-Controlling Interest(357)(326)
Owners of Enprise Group Limited
(1,836)1,098
(2,193)772
Total comprehensive income/(loss) for the period is attributable to
Non-Controlling Interest(357)(326)
Owners of Enprise Group Limited
(1,741)1,159
(2,098)833
Earnings per share from profit/(loss) for the period attributable to ordinary shareholders of the Enprise Group Limited
Basic and diluted earnings/(loss) per share (see note 7) cents per share(11.36) 6.85
These financial statements should be read in conjunction with the Auditor's report.
6
Enprise Group Limited
Consolidated Statement of Financial Position
as at 30 June 2022
30 June 202230 June 2021
Note
$'000$'000
Current assets
Cash and cash equivalents
19
1,5462,806
Trade and other receivables
8
3,1902,821
Contract assets
9
831713
Current tax assets
6(c)
- 1
Total current assets
5,5676,341
Non-current assets
Investments in associates, joint ventures
14285833
Investments in other entities
15627687
Staff receivables - non current
- 106
Property plant and equipment
16406384
Intangible assets
1711,17310,810
Right-of-use assets - non-current
181,3401,568
Deferred tax asset
6(d)2,1971,960
Loans to related parties - non current
22(e)7387
Other non-current assets
1055254
Total non-current assets
16,65316,489
Total assets
22,22022,830
Current liabilities
Trade and other payables
11
2,9632,555
Provisions
12
1,6961,525
Contract liabilities
13
2,5822,362
Current tax liabilities
6(c)
19-
Borrowings
19
1,18350
Lease liabilities
20
495572
Total current liabilities
8,9387,064
Non-current liabilities
Provisions - non-current
12
302181
Lease liabilities - non-current
20
9701,087
Deferred tax liability
6(d)
656705
Total non-current liabilities
1,9281,973
Total liabilities
10,8669,037
Net assets
11,35413,793
Equity
Share capital
21(a)
11,01011,010
Foreign exchange translation reserve
351196
Financial assets at FVOCI reserve
528588
Retained earnings / (accumulated losses)
(696)1,444
Equity attributable to the owners of Enprise Group Limited11,19313,238
Non-controlling interests
23161555
Total equity
11,35413,793
- -
These financial statements have been authorised for issue by the Directors.
For and on behalf of the Board:
George Cooper - DirectorRonald Baskind - Director
Chief Executive Officer - Enprise GroupChief Executive Officer - Kilimanjaro Division
6 October 2022
6 October 2022
These financial statements should be read in conjunction with the Auditor's report.
7
Enprise Group Limited
Consolidated Statement of Changes in Equity
for the year ended 30 June 2022
Share capital
Foreign
exchange
translation
reserve
Financial
assets at
FVOCI
reserve
Retained
earnings /
(accumulated
losses)
Non-
controlling
interests
Total equity
$'000$'000$'000$'000$'000$'000
Balance at 1 July 202010,749 158 565 912 1,385 13,769
Transactions with shareholders in their capacity as owners
Dividends paid
- - - (639) - (639)
New shares issued261 - - - - 261
Transactions with non-controlling interests (note 23)- - - 73 (504) (431)
Total transactions with shareholders
261 - - (566) (504) (809)
Comprehensive income
Profit for the period- - - 1,098 (326) 772
Other comprehensive income
- 38 23 - - 61
Total comprehensive income net of tax- 38 23 1,098 (326) 833
Balance at 30 June 2021
11,010 196 588 1,444 555 13,793
Balance at 1 July 202111,010 196 588 1,444 555 13,793
Transactions with shareholders in their capacity as owners
Dividends paid
- - - (404) - (404)
Transactions with non-controlling interests (note 23)- - - 100 (37) 63
Total transactions with shareholders
- - - (304) (37) (341)
Comprehensive income
Profit/(loss) for the period- - - (1,836) (357) (2,193)
Other comprehensive income/(loss)
- 155 (60) - - 95
Total comprehensive income net of tax
- 155 (60) (1,836) (357) (2,098)
Balance at 30 June 2022
11,010 351 528 (696) 161 11,354
These financial statements should be read in conjunction with the Auditor's report.
8
Enprise Group Limited
Consolidated Statement of Cash Flows
for the year ended 30 June 2022
Note
30 June 202230 June 2021
$'000$'000
Operating activities
Cash was provided from:
Receipts from customers
26,154 23,855
Government assistance
4 935
Interest received
1 2
26,15924,792
Cash was applied to:
Payments to suppliers & employees
26,163 22,445
Interest paid
122 132
Income tax paid
20 -
26,30522,577
Net cash inflow/(outflow) from operating activities24(146) 2,215
Investing activities
Cash was provided from:
Loans repaid by staff-
13
Term deposits-
100
Share buy back from other entities-
62
Loans repaid by related parties
16 -
16 175
Cash was applied to:
Purchase of property, plant and equipment
181 190
Software development costs
305 272
Investment in equity accounted joint venture-
335
Convertible note
500
-
Purchase of business
325 18
Lending to third parties
- 5
1,311820
Net cash inflow/(outflow) from investing activities(1,295) (645)
Financing activities
Cash was provided from:
Proceeds from bank borrowings
1,000
-
Proceeds from issue of shares in iSell Pty Limited to non-controlling interests
136 146
1,136 146
Cash was applied to:
Dividends paid
404 378
Purchase of shares in iSell Pty Limited from non-controlling interests
74 576
Repayment of lease liabilities
612 656
Repayment of bank borrowings
188 441
Repayment of other borrowings
12 2
1,290 2,053
Net cash inflow/(outflow) from financing activities(154) (1,907)
Net increase/(decrease) in cash and cash equivalents held(1,595) (337)
Net foreign exchange differences
5 (26)
Cash and cash equivalents at beginning of the period2,806 3,169
Cash and cash equivalents at end of the period
19
1,216 2,806
- -
These financial statements should be read in conjunction with the Auditor's report.
9
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
1BASIS OF PREPARATION
(a)Reporting entity
(b)Compliance statement
(c)Basis of preparation
(d)Principles of consolidation
The consolidated financial statements comprise the financial statement of the company and its subsidiaries.
Percentage ownership
30 June 202230 June 2021
Kilimanjaro Consulting Limited New ZealandSoftware sales and solutions100.00 100.00
(formerly Enprise Solutions Limited)
Kilimanjaro Consulting Pty LimitedAustraliaSoftware sales and solutions100.00 100.00
Enprise Australia Pty LimitedAustraliaSoftware sales and solutions100.00 100.00
Enprise LimitedNew ZealandSoftware sales and solutions100.00 100.00
Global Bizpro LimitedNew ZealandNon-trading100.00 100.00
Team Tiger KC LimitedNew ZealandNon-trading100.00 100.00
(formerly Kilimanjaro Consulting Limited)
iSell Pty LimitedAustraliaSoftware sales and solutions75.03 71.14
iSell Philippines IncPhilippinesSoftware development75.03 71.14
(e)Business Combinations
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are consolidated from the date on which
control is transferred to the Company. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains or losses on transactions between Group companies are eliminated. Accounting policies of subsidiaries
are changed when necessary to ensure consistency with the policies adopted by the Company.
Name of EntityPrincipal activity
Enprise Group Limited (the company) and its subsidiaries (together the Group) is a high-tech software and services investment company. The company is a limited
liability company incorporated and domiciled in New Zealand and is listed on the New Zealand Stock Exchange (NZX). The Group is registered under the Companies
Act 1993 and is a FMC Reporting Entity under Part 7 of the Financial Markets Conduct Act (FMCA) 2013. The address of its registered office is 16 Hugo Johnston
Drive, Penrose, Auckland.
These consolidated financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), the Companies
Act 1993, the FMCA 2013 and NZX listing rules. They comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other New
Zealand accounting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements also comply with
International Financial Reporting Standards (IFRS). The Group is a for-profit entity for the purposes of complying with NZ GAAP.
The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain assets and liabilities at fair value.
The consolidated financial statements are presented in New Zealand dollars which is the Company's functional currency and the Group's presentation currency. All
financial information has been prepared in thousands, unless otherwise stated.
The principal accounting policies adopted in the preparation of the financial report are set out in the accompanying notes and indicated by the shaded text. These
policies have been consistently applied to all the periods presented, unless otherwise stated.
Country of incorporation
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments issued or liabilities incurred by the acquirer to
former owners of the acquiree and the amount of any non-controlling interest in the acquiree. For the iSell Pty Limited business combination, the non-controlling
interest in the acquiree is measured at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for appropriate classification and designation
in accordance with the contractual terms, economic conditions, the consolidated entity's operating or accounting policies and other pertinent conditions in existence at
the acquisition-date.
Where the business combination is achieved in stages, the consolidated entity remeasures its previously held equity interest in the acquiree at the acquisition-date
fair value and the difference between the fair value and the previous carrying amount is recognised in profit or loss.
These financial statements should be read in conjunction with the Auditor's report.
10
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
1BASIS OF PREPARATION (CONTINUED)
(e)Business Combinations (continued)
(f)Foreign currency translation
(g)Financial instruments
Financial assets
Classification of financial assets
Financial assets that meet the following conditions are measured subsequently at amortised cost:
- the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVOCI):
- the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the financial assets; and
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
Effective interest method
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
The consolidated financial statements are presented in New Zealand dollars, which is the Group’s presentation currency. Items included in the financial statements of
each of the subsidiaries are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest in the acquiree and the fair value of the
consideration transferred and the fair value of any pre-existing investment in the acquiree is recognised as goodwill. If the consideration transferred and the pre-
existing fair value is less than the fair value of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain
directly in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement of the net assets acquired, the
non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's previously held equity interest in the acquirer.
The results and financial position of entities that have a different functional currency are translated to NZD as follows: assets and liabilities are translated at the
exchange rate at balance date and income statement items are translated at the average exchange rates for the year. Exchange differences are recognised in other
comprehensive income as a currency translation reserve movement.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the profit and loss.
- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the
effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period,
to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments.
Financial assets and financial liabilities are recognised in the Group’s statement of financial position when the Group becomes a party to the contractual provisions of
the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets
and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets are recognised immediately in profit or loss.
Financial assets are classified into the following specified categories: 'fair value through other comprehensive income' and 'amortised cost'. The classification
depends on the business model and contractual terms of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales
of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the marketplace.
These financial statements should be read in conjunction with the Auditor's report.
11
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
Impairment of financial assets
Measurement and recognition of expected credit losses
Derecognition of financial assets
Financial liabilities
Derecognition of financial liabilities
(h)Critical accounting judgements and estimates
Judgements and estimates which are material to the financial statements are found in the following notes:
(a) Revenue recognition (note 3).
(b) Taxation (note 6(d)).
(c) Intangible assets (note 17).
(d) Investments in other entities (note 15).
(e) Lease liabilities (note 20).
(f) Impairment (note 17).
(g) Going concern assumption.
(i)Going concern assumption
The Group derecognises financial liabilities when, and only when, the Group's obligations are discharged, cancelled or have expired. The difference between the
carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.
On derecognition of a financial asset, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the
cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity, is recognised in profit or loss.
In the process of applying the Group's accounting policies and the application of accounting standards, a number of estimates and judgements have been made. The
estimates and underlying assumptions are based on historical experience and adjusted for current market conditions and other factors, including expectations of
future events that are considered to be reasonable under the circumstances. If outcomes within the next financial period are significantly different from assumptions,
this could result in adjustments to carrying amounts of the asset or liability affected.
The Group recognises a loss allowance for expected credit losses on financial assets that are measured at amortised cost and contract assets. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial instrument.
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e. the magnitude of the loss if there is a default) and the
exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward‑looking information as
described above.
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of
ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have
to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset
and also recognises a collateralised borrowing for the proceeds received.
At 30 June 2022, the Group had incurred a loss of $2.193m and had net working capital deficiency of $3.371m. In addition, the Group was operating outside of its
banking covenants. The Group had prepared a budget for the 2023 year that indicated a significant improvement in performance of the Kilimanjaro division, which
was expected to have enabled the Group to comply with its banking covenants for the year to 30 June 2023.
Whilst the division's year to date results are tracking behind the original 2023 budget, cost savings have been identified to mitigate the impact. However, the Group’s
Kilimanjaro division received notification from its key software supplier (MYOB) of a substantial adjustment to margins on MYOB Exo software transactions. The
Group is disputing this as detailed in note 26. The potential impact of this is significant to the Division and Group’s level of future profitability. There is therefore
significant uncertainty in relation to the achievability of the group's current forecasts.
The Group requires significant improvement in profitability and cash flow generation within the Kilimanjaro division, despite the (disputed) reduction in MYOB Exo
margin, to be able to operate in compliance with modified banking covenants (note 26). This cashflow generation is also required for capital investment within the
group's other investments, including iSell Pty Limited. These conditions create significant doubt as to the ability of the Group to operate as a going concern.
Financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of
the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter
period, to the net carrying amount on initial recognition.
These financial statements should be read in conjunction with the Auditor's report.
12
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
1BASIS OF PREPARATION (CONTINUED)
(i)Going concern assumption (continued)
However:
2SEGMENT INFORMATION
(a)Operational performance
Revenue
Operating profit
Business segments
30 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
Kilimanjaro Consulting17,618 15,239 351 2,404
iSell1,093 865 (1,249) (1,003)
Corporate33 9 (884) (772)
- -
18,744 16,113 (1,782) 629
Equity earnings of associates and joint ventures(548) (130)
Net interest expense(90) (129)
- -
Profit/(loss) before taxation(2,420) 370
- -
Income Tax227 402
- -
Net profit/(loss) attributable to shareholders(2,193) 772
Revenue
Operating profit
Geographic segments
30 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
New Zealand6,066 4,517 41 434
Australia12,474 11,387 (1,659) (14)
EMEA*152 107 (155) 107
North America9 4 (9) 4
Asia43 98 - 98
- -
18,744 16,113 (1,782) 629
-
* Europe, Middle East and Africa
- -
The Group is organised into two reportable operating segments based on the business segments. These segments form the basis of internal reporting used by
management and the Board of Directors to monitor and assess performance and assist with strategic decisions. The Board of Directors is the Group's chief operating
decision maker (CODM). Management has determined the operating segments based on the information reviewed by the Board of Directors and the Chief Executive
Officer for the purposes of allocating resources and assessing performance.
In order to mitigate the risks presented to the Group, Kilimanjaro management along with the Enprise board, are currently revisiting the strategic plan of this division
including diversification and a range of cost reduction measures. To satisfy the future capital investment and liquidity requirements of the Enprise Group, the board is
intending a capital raise with in the next 12 months. Based on the success of previous capital raising the board is confident in its ability to raise capital in the future.
The directors consider there is a reasonable expectation the Group will have sufficient funds, in conjunction with the intended capital raise, to enable it to continue to
trade for the foreseeable future and be able to continue to meet its liabilities as they fall due. Taking this into account, it is the considered view of the directors that the
Group remains a going concern.
- the heightened degree of uncertainty around the level of future revenues and profitability, should the Kilimanjaro division’s dispute with MYOB not result in the
restoration of previous levels of margin from the MYOB Exo product, and
- the need to successfully complete a capital raise along with strategic and cost reduction initiatives within the Kilimanjaro division,
indicate the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern, and therefore the Group may be
unable to realise its assets and discharge its liabilities in the normal course of operations.
These financial statements should be read in conjunction with the Auditor's report.
13
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
2SEGMENT INFORMATION (CONTINUED)
(b)Interest, deprecation and amortisation
Interest revenue
Interest expense
30 June 202230 June 202130 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000$'000$'000
New Zealand22 4 92 72 292 194
Australia- 1 20 62 1,062 1,152
22 5 112 134 1,354 1,346
- - - - -
(c)Balance sheet informationNon Current Asset
Total assets
Total liabilities
30 June 202230 June 202130 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000$'000$'000
Kilimanjaro Consulting9,052 8,926 16,688 15,730 11,374 7,547
iSell3,867 3,835 4,150 4,699 878 1,134
Corporate285 833 5,227 2,226 2,459 181
13,204 13,594 26,065 22,655 14,711 8,862
Inter-segment elimination- - (3,845) 175 (3,845) 175
13,204 13,594 22,220 22,830 10,866 9,037
New Zealand3,119 3,117 9,832 6,643 5,566 2,667
Australia10,085 10,477 15,764 16,260 8,676 6,443
13,204 13,594 25,596 22,903 14,242 9,110
Inter-segment elimination- - (3,376) (73) (3,376) (73)
- -
13,204 13,594 22,220 22,830 10,866 9,037
- -
Depreciation and
amortisation expense
Non-current assets other than
financing and deferred tax
These financial statements should be read in conjunction with the Auditor's report.
14
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
3REVENUE
Revenue from contracts with customers
- Enterprise software licence revenue
- Support services revenue
- Implementation and consulting revenue
- Other fees such as hosting fees and hardware sales
- iSell revenue
Each of the above streams delivered to customers are considered separate performance obligations, even though for practical reasons they may be governed by
a single legal contract with the customer. Revenue recognition for each of the above revenue streams is as follows:
Right to access the
software
Right to use the
software
Revenue stream
Performance
obligation
Timing of recognition
The Group's primary activity is providing software solutions within Australia and New Zealand. From these activities the Group generates the following streams of
revenue:
iSell Revenue - Software licence
revenue legacy system
Enterprise software licence
revenue
Services and support revenue -
Implementation and consulting
revenue
At completion of data
conversions, user
acceptance testing
(UAT) or specific
solution provided.
Closure of support
query or standing
ready to provide
support
Initial access or
continued access to
the software
- Training
- Hardware
Revenue is recognised during the period in which the services have been rendered or the goods supplied. - Hosting services
Revenue is recognised throughout the licence period and in the period in which the service occurs
Customers are typically invoiced in arrears for usage rendered. The revenue is shown as a contract asset
on the balance sheet as the performance obligation has been met and released to the statement of
comprehensive income but the client has not yet been invoiced. Clients invoiced annually are held on the
balance sheet and the revenue released monthly as the performance obligation occurs
Other fees
ExoHosted Revenue
iSell Revenue - Software licence
revenue cloud system
iSell Revenue - Other - Onboarding fees
- Data services
Revenue is recognised during the period in which the services have been rendered or the goods supplied.
Software licence revenue under NZ IFRS 15 is recognised through an agency arrangement and therefore
the agency revenue margin is recognised in the statement of comprehensive income.
The revenue is calculated based on commission margin percentages agreed between the Group and the
third-party licenser.
The agency commission is recognised at a point in time when the customer gains access to the software or
is provided with continued use of the software, generally through providing a code to enable continued
access.
Customers are typically invoiced annually (but sometimes monthly) for recurring software licences and
commissions are recognised once the performance obligation has been satisfied.
Revenue is recognised during the period in which the services have been rendered or the goods supplied.
Services and support revenue -
Support contracts
Support contract revenue is recognised at a point in time as the services are delivered. The contract is
between the customer and Enprise, as principal.
Revenue from providing support services is recognised in the accounting period in which the services are
rendered. Revenue is calculated based on time and cost incurred, a fixed monthly charge or a combination
of both.
Recognition is determined based on the contract with the customer. This can be:
- actual labour hours spent to resolve the query,
- an agreed monthly charge plus actual labour hours spent to resolve the query not covered by the monthly
agreed charge, or
- an agreed monthly charge.
Customers are typically invoiced monthly when the job has been closed. Consideration is payable when
invoiced and corresponds directly to the performance completed to date in respect to this revenue stream.
Revenue is recognised at a point and time when the solution has been delivered .
Revenue provided from services is recognised in the accounting period in which the solution has been
provided.
Recognition is determined based on the contract, either a fixed price or actual labour hours spent. Revenue
is recognised in full at the end of the project when go-live has occurred.
Customers are typically invoiced throughout the project and consideration is payable when invoiced. The
invoiced amount is shown as a contract liability on the balance sheet until such time as the performance
obligation has been met and recognised in revenue.
Revenue is recognised at a point and time, and in the period in which the software has been invoiced.
Customers are typically invoiced for a period of time for expected upcoming usage as they are typically not
yet able to use or be migrated to the new cloud system. Annual charges for legacy system customers
invoiced after 1 January 2021 comes with the promise of a credit if the customer transitions to the new cloud
system during the invoiced period. Revenue with this promise is deferred and recognised monthly
These financial statements should be read in conjunction with the Auditor's report.
15
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
3REVENUE (CONTINUED)
30 June 202230 June 2021
$'000$'000
- -
Revenue from Enterprise software and licences
4,852 4,280
- -
Revenue from services and support
11,398 9,934
- -
Revenue from iSell
1,093 865
Revenue from hosting services
1,388 1,032
- -
Revenue from other fees
13 2
- - 18,744 16,113
Software and licencesServices and supportITQuoter RevenueExoHostedother fees
30 June 2022
$'000$'000$'000$'000$'000$'000
-
New Zealand
1,870 3,466 124 598 8 6,066
-
Australia
2,982 7,932 765 790 5 12,474
EMEA*
- - 152 - - 152
North America
- - 9 - - 9
Asia
- - 43 - - 43
- - 4,852 11,398 1,093 1,388 13 18,744
* Europe, Middle East and Africa
30 June 2021
$'000$'000$'000$'000$'000$'000
-
New Zealand
1,401 2,562 96 456 2 4,517
-
Australia
2,879 7,372 560 576 - 11,387
-
EMEA*
- - 107 - - 107
-
North America
- - 4 - - 4
Asia
- - 98 - - 98
- - 4,280 9,934 865 1,032 2 16,113
30 June 202230 June 2021
$'000$'000
Recurring revenue from Enterprise software licences
3,897 3,321
Contracted revenue from hosting and support agreements
3,325 2,645
Revenue from other services
10,396 9,273
17,618 15,239
- -
30 June 202230 June 2021
$'000$'000
Recurring revenue from iSell software licences
974 684
Revenue from other services
119 181
1,093 865
- -
30 June 202230 June 2021
$'000$'000
Revenue from services
33 9
33 9
Critical accounting judgements and estimates
The group does not expect to recognise any revenue on existing contracts outside the 12 months post year end.
Corporate revenue
Revenue by geographical
location
Revenue from
services and
support
Revenue from
other fees
Revenue from
hosting services
Some contracts include multiple deliverables, such as software licences and implementation services. However, because the implementation does not include
material customisation to the software and could be provided by another party, the implementation services are accounted for as a separate performance
obligation from software licences. In this case, the transaction price will be allocated to each performance obligation based on the standalone selling prices.
Revenue from
hosting services
Revenue from
software and
licences
Kilimanjaro Consulting revenue
Revenue by geographical
location
Revenue from
iSell
Revenue from
other fees
Total
Revenue from
services and
support
Revenue from
iSell
Total
Revenue from
software and
licences
iSell revenue
These financial statements should be read in conjunction with the Auditor's report.
16
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
4OTHER INCOME
(a)Government assistance
30 June 202230 June 2021
$'000$'000
- - COVID-19 government assistance- 753
5OPERATING EXPENSES
(a)Other gains and losses
30 June 202230 June 2021
$'000$'000
- - Net foreign exchange gains/(losses)32 -
(b)Finance income and costs
Interest income
Interest expense
30 June 202230 June 2021
$'000$'000
Finance income
Interest from financial assets held for cash management purposes
1 2
Interest from loans to related parties
20 -
Interest from other loans and receivables
1 3
22 5
Finance costs
Interest on bank overdrafts and loans
(24) (28)
Interest on lease liabilities
(88) (106)
(112) (134)
- - Net finance income and costs(90) (129)
(c)Other operating expenses
Low-value and short-term lease costs:
30 June 202230 June 2021
$'000$'000
Advertising and marketing
287 233
Amortisation
544 476
Auditors' remuneration
133 137
Bad and doubtful debts expense
71 63
Communications
167 177
Depreciation
810 873
Hosting costs
1,067 687
Insurance
98 101
Legal fees
98 41
Low-value and short-term lease costs
142 87
Professional services
59 127
Subcontractors
962 657
Travel expenses
84 83
Other operational expenses
979 689
- - 5,501 4,431
Other operating expenses include:
Leases that are not classified as a right-to-use asset have been classified as low-value and short-term leases. Payments associated with short-term leases and
leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or
less. Low-value assets comprise IT-equipment and small items of office furniture.
COVID-19 payments are recognised in the profit and loss when the right to receive the government assistance has occurred. COVID-19 payments have been
received from the New Zealand Government (wage subsidy) during the prior year and the Australian Government (JobKeeper and cash flow boost) in both the
current and prior year.
Interest income is recognised in the statement of comprehensive income using the effective interest method. The effective interest method calculates the
amortised cost of a financial asset or liability and allocates the interest income over the relevant period.
Interest costs are expensed in the period in which they are incurred.
These financial statements should be read in conjunction with the Auditor's report.
17
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
5OPERATING EXPENSES (CONTINUED)
(i) Amortisation
30 June 202230 June 2021
$'000$'000
Amortisation of software (note 17)293 273
Amortisation of customer relationships (note 17)186 203
Amortisation of intellectual property (note 17)65 -
544 476
- -
(ii) Auditors' remuneration
30 June 202230 June 2021
$'000$'000
For auditing the Group financial statements
RSM Hayes Audit131 136
Other Services
Audit of iSell Philippines (R.P. Mora Accounting and Law Office)2 1
133 137
- -
(iii) Bad and Doubtful Debts
30 June 202230 June 2021
$'000$'000
Bad debts recognised57 119
Bad debts recovered(6) -
Changes in provision for bad and doubtful debts20 (56)
71 63
- -
(iv) Depreciation
30 June 202230 June 2021
$'000$'000
Property plant and equipment (note 16)162 146
Right-of-use assets (note 18)648 727
810 873
- -
(d)Employee benefit expense
30 June 202230 June 2021
$'000$'000
Wages and salaries
14,060 11,087
Superannuation
905 629
Directors fees
92 90
- - 15,057 11,806
These financial statements should be read in conjunction with the Auditor's report.
18
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
6TAXATION
(a)Income tax recognised in profit or loss
Temporary differences that can reasonably be foreseen in the next accounting period have been recognised as a deferred tax asset.
30 June 202230 June 2021
$'000$'000
Current tax
Current tax on profits for the year
- -
Adjustments for current tax on prior periods
38 -
Total current tax expense
38 -
Total deferred tax expense/(benefit)
(265) (402)
- Total income tax expense/(benefit)(227) (402)
(b)Reconciliation of income tax expense to prima facie tax payable
30 June 202230 June 2021
$'000$'000
Profit before income tax
(2,420) 370
Tax at the New Zealand domestic tax rate of 28%
(678) 104
Adjusted for the tax effect of:
Non deductible expenses
308 267
Non assessable income
(2) (96)
Difference in overseas tax rates
(50) 11
Previously unrecognised tax losses
195 (688)
Total deferred tax expense/(benefit)
(227) (402)
-
- Total income tax expense/(benefit)(227) (402)
(c) Current tax assets and liabilities
30 June 202230 June 2021
$'000$'000
Current tax assets
Income tax refundable/(payable)
(19) 1
- - (19) 1
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities
based on the current period’s taxable income. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the
reporting date.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets
are recognised for all deductible temporary differences and unutilised tax losses to the extent that it is probable that taxable profits will be available against which
those deductible temporary differences and unutilised tax losses can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor
the accounting profit.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.
These financial statements should be read in conjunction with the Auditor's report.
19
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
6TAXATION (CONTINUED)
(d)Deferred tax balances
30 June 202230 June 2021
$'000$'000
The balance comprises temporary differences attributable to:
Future benefit of losses incurred
783 680
Future benefit of provisions and accruals
207 167
Employee benefits
451 350
Contract liabilities
363 338
Lease liabilities
393 425
- -
Total deferred tax asset
2,197 1,960
30 June 202230 June 2021
$'000$'000
The balance comprises temporary differences attributable to:
Customer relationships
(99) (137)
Contract asset
(199) (169)
Right-of-use asset
(358) (399)
- -
Total deferred tax liability
(656) (705)
Movements
$'000$'000$'000$'000$'000
At 1 July 2020
11 (216) 370 688 853
(Charged)/credited
to profit or loss
15 79 310 (2) 402
-
At 30 June 2021
26 (137) 680 686 1,255
- - - -
Movements
$'000$'000$'000$'000$'000
At 1 July 2021
26 (137) 680 686 1,255
(Charged)/credited
to profit or loss
9 38 103 136 286
-
At 30 June 2022
35 (99) 783 822 1,541
- - - -
Critical accounting judgements and estimates
(e) Imputation credits available for use
30 June 202230 June 2021
$'000$'000
New Zealand imputation credits available
- -
Customer
relationships
Tax losses
Deferred tax liability
Customer
relationships
Tax lossesTotal
Provisions
& accruals
(inc employee benefits)
Subject to the provisions of the Income Tax Act 2007, the benefit of these credits may be passed to the shareholders as imputed tax paid on future dividends.
Right-of use
assets & lease
liabilities
Right-of use
assets & lease
liabilities
Subject to the various income tax legislations being met the losses carried forward at 30 June 2022 are estimated to be $4,310,063 (last year: $4,420,842) of which
$2,840,620 have been recognised as a deferred tax asset (last year: $2,427,142). Deferred tax losses are not recognised in relation to iSell Pty Limited, which has
an estimated AUD3,833,789 of losses to carry forward (last year: AUD2,773,000).
Total
Provisions
& accruals
(inc employee benefits)
Deferred tax asset
The Group has recognised a deferred tax asset on its statement of financial position as at the reporting date. Significant judgement is required in determining if the
utilisation of deferred tax assets is probable. The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable
taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference
is made to the latest forecasts of future earnings of the Group. Where the temporary differences are related to losses, relevant tax law is considered to determine
the availability of the losses to offset against the future taxable profits.
Judgement is required to assess the deferred tax asset in relation to losses available. The balance represents the reasonable benefit that the Group is expected to
utilise in the next two financial years. The Directors have not recognised the benefit of unutilised tax losses beyond two years due to uncertainty with regards to
future shareholder continuity. This assessment was determined based on the budgeted profitability of the group, but does not take into account the potential
impact of the dispute with MYOB on future profitability as detailed in note 26.
These financial statements should be read in conjunction with the Auditor's report.
20
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
7EARNINGS PER SHARE
There are no instruments that could potentially dilute earnings per share.
30 June 202230 June 2021
Earnings for the purpose of basic and diluted earnings per share:
Net profit/(loss) attributable to shareholders ($'000)
(1,836) 1,098
Weighted average number of ordinary shares for basic earnings per share (000s)
16,158 16,035
Basic and diluted earnings per share (cents)
(11.36) 6.85
8TRADE AND OTHER RECEIVABLES
Trade and other receivables are recognised at cost less any provision for impairment. All trade and other receivables have been classified as current assets.
30 June 202230 June 2021
$'000$'000
Trade receivables
2,992 2,628
Related party receivable (note 22(d)).
4 3
Other receivables
144 102
Provision for impairment
(122) (102)
3,018 2,631
Prepayments
172 190
- -
3,1902,821
Allowance for impairment loss
The average credit period on sales of licences and services is 40 days. No interest is charged on outstanding trade receivables.
Bad debts are written-off when they are considered to have become uncollectable.
The aging of the receivables and allowance for expected credit losses provided for above are as follows:
Expected credit loss rateCarrying amountAllowance for impairment
30 June 202230 June 202130 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
0-30 days
1.0%1.0%
2,244 1,958
2120
31-60 days
5.0%5.0%
410 424
2121
61-90 days
10.0%10.0%
110 111
1112
+91 days
30.0%35.0%
232 138
6949
2,9962,631122102
- - - -
30 June 202230 June 2021
$'000$'000
At period start
(102) (158)
Additional provisions recognised(80)(63)
Receivables written off during the year60119
- - At period end
(122)(102)
Basic earnings per share is calculated by dividing the profit attributable to shareholders of the Company by the weighted average number of shares on issue during
the year. Diluted earnings per share assumes conversion of all dilutive potential ordinary shares in determining the denominator.
Movements in the provision for impairment loss were as follows:
The Group measures the loss allowance on the balance of trade receivables at an amount equal to lifetime expected credit losses (ECL). The ECL on trade
receivables are estimated using a provision matrix referring to past default experience of the debtors and an analysis of the debtors' current financial position,
adjusted for factors that are specific to the debtors, general economic conditions in which the debtors operate and an assessment of both the current and forecast
direction of conditions at the reporting date.
These financial statements should be read in conjunction with the Auditor's report.
21
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
9CONTRACT ASSETS
30 June 202230 June 2021
$'000$'000
- -
Contract assets831713
The reconciliation of the values at the beginning and end of the current and previous financial year are set out below:
30 June 202230 June 2021
$'000$'000
Balance at the beginning of the period
713646
Transfer from contract assets to expenses
(713)(646)
Costs incurred for work performed but not yet recognised
831713
Balance at the end of the period
831713
10OTHER ASSETS
30 June 202230 June 2021
$'000$'000
Security deposits
34 54
Convertible note
518 -
- -
55254
Classified as
Current 518 -
Non-current34 54
552 54
11TRADE AND OTHER PAYABLES
30 June 202230 June 2021
$'000$'000
Trade payables
1,278 1,016
Related party payables (note 22(d)).
45 20
Payroll taxes and other statutory liabilities
707 693
Other payables and accruals
933 826
- -
2,9632,555
On 20 December 2021 Enprise Group advanced $500,000 to Datagate as part of a $1.5M convertible note offering. The note attracts interest at 7% which is
capitalised against the loan. The loan will be converted into shares automatically on the date of a capital raise, automatically on the date of a liquidity event, at the
election of the company, or repaid in cash on the repayment date which is 15 months after the initial drawdown. Under the terms of the convertible notes, Datagate
may repay the convertible note at any point prior to conversion. Enprise also has the ability to require payment subsequent to 16 December 2022, unless a
conversion notice has been issued. Whilst the board considered that the conversion price is likely to be at a discount to the value of underlying shares in Datagate,
given the convertible notes can be redeemed by Datagate for cash, the face value of the notes, together with accrued interest was considered to approximate fair
value at balance date.
A contract asset is recognised for amounts relating to services rendered but not yet recognised. The costs recognised as contract assets are released to the
statement of comprehensive income when the related revenue for the contract is released.
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
These financial statements should be read in conjunction with the Auditor's report.
22
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
12PROVISIONS
Wages, salaries, annual leave, long service leave
30 June 202230 June 2021
$'000$'000
- - Employee benefits
1,9981,706
Classified as
- - Current 1,696 1,525
- - Non-current302 181
- - 1,998 1,706
13CONTRACT LIABILITIES
30 June 202230 June 2021
$'000$'000
- - Contract liabilities2,582 2,362
The reconciliation of the values at the beginning and end of the current and previous financial period are set out below:
30 June 202230 June 2021
$'000$'000
Balance at the beginning of the period
2,3621,989
Decrease due to revenue recognised from performance obligations satisfied
(2,244)(1,989)
Invoices raised for work performed but not yet recognised
2,4642,362
Balance at the end of the period
2,5822,362
A contract liability is recognised for amounts received or due relating to services performed or expected to be performed. The Group's revenue recognition policy is
stated at Note 3 which details when each class of revenue is released to the profit and loss.
Liabilities for wages and salaries, including non-monetary benefits, and annual leave are recognised in respect of employees’ services up to the reporting date.
They are measured at the amounts expected to be paid when the liabilities are settled. Liabilities recognised in respect of other long-term employee benefits are
measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the
reporting date.
These financial statements should be read in conjunction with the Auditor's report.
23
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
14INVESTMENTS IN JOINT VENTURES AND ASSOCIATES
30 June 202230 June 2021
$'000$'000
Carrying amount at the beginning of the period833 628
New investment in joint ventures and associates- 335
-
Equity earnings/(losses) from associates and joint ventures
(556) (474)
- -
Other gains/(losses) related to associates and joint ventures
8 344
- -
285833
30 June 202230 June 2021
$'000$'000
Datagate Innovation Limited285 833
- -
285833
(a)Joint ventures and associates
Percentage ownership
30 June 202230 June 2021
Datagate Innovation LimitedNew ZealandSoftware sales31.95 32.02
Name of EntityPrincipal Activity
Investments in joint ventures and associates are accounted for using the equity method and are measured in the statement of financial position at cost adjusted for
the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. Goodwill relating to associates and joint ventures is included
in the carrying amount of the investment.
If the carrying amount of the equity accounted investment exceeds its recoverable amount, it is written down to the latter. When the Group's share of accumulated
losses in an associate or joint venture equals or exceeds its carrying value, the Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the associate or joint venture
The requirements of NZ IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an
associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with NZ IAS 36
as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss
recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is
recognised in accordance with NZ IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group’s share of the net fair value of the
identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment.
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint
control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of
the parties sharing control.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the
power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.
Country of incorporation
Carrying amount of joint ventures and associates
Investment by joint venture or associate
The Group's joint venture and associates at 30 June 2022 are set out below. The country of incorporation or registration is New Zealand, their principal places of
business are New Zealand and North America.
These financial statements should be read in conjunction with the Auditor's report.
24
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
14INVESTMENTS IN JOINT VENTURES AND ASSOCIATES (CONTINUED)
(b)Summary financial information
30 June 202230 June 2021
$'000$'000
Net assets/(liabilities)(1,131)606
Proportion of the Group's ownership interest in the equity accounted investment(361)194
Goodwill646639
Carrying amount of the Group's interest in the equity accounted investment
285833
30 June 202230 June 2021
$'000
$'000
Assets and liabilities of joint ventures are as follows:
Current assets
1,299 1,132
Non-current assets
45 117
Current liabilities
(2,027) (283)
Non-current liabilities
(448) (360)
(1,131)606
Results of equity accounted investment
$'000$'000
Revenue
2,243 1,481
Losses after taxation
(1,739) (1,434)
Total comprehensive income
(1,739) (1,434)
Group share of loss
(556)(474)
The Enprise group recorded the following within its statement of comprehensive income for the period related to Datagate
Gain on dilution8 344
Share of operating loss(556) (474)
Total recognised within the group's profit
(548)(130)
30 June 202230 June 2021
$'000
$'000
Balance sheet
Cash and cash equivalents
955 879
Trade and other receivables
344 238
Trade and other creditors
(195) (118)
Property, plant and equipment
26 27
Intangible assets
19 90
Profit and loss
Depreciation and amortisation
82 245
Interest income
2 -
Datagate Innovation Limited
Datagate has been involved in a number of capital raising events, the last being in December 2020 where the Group acquired an additional 152,290 shares. During
the year, additional shares were issued on 1 July 2021 further diluting Enprise's shareholding resulting in an additional gain on dilution of $7,780
The group participated in the convertible note offering in December 2021. Details of the convertible note are disclosed in Note 10.
Summary of joint venture's financial statements
Other key financial information
Datagate Innovation Limited (Datagate) is a software company which provides online billing solutions for telecommunication services and other usage based services.
Datagate is a limited liability company whose legal form confers separation between the shareholders and the company itself. Datagate is governed by a Shareholder
Agreement. The Shareholders Agreement states that at least 75% of the board of directors are required to approve all relevant activities. Up to March 2021, Enprise
had the ability to appoint one out of three directors and therefore previously had joint control. Furthermore, the parties to the joint arrangement have rights to the net
assets of the arrangement on wind up. As a result of an additional director being appointed to the Board in March 2021, Enprise is no longer considered to have joint
control, but retains significant influence over this investment. The investment remains accounted for under the equity method however.
The Board is comfortable that there is no impairment to the carrying value of Datagate. The convertible note in December 2021 used $2.20 per share valuing
Datagate at $13,841,386. Enprise's shareholding at $2.20 per share would have an implied value of $4,422,873 which would be substantially higher than the carrying
value. If the Board decided to liquidate this asset the recovery is expected to be significantly higher than the carrying value.
These financial statements should be read in conjunction with the Auditor's report.
25
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
15INVESTMENTS IN OTHER ENTITIES
30 June 202230 June 2021
$'000$'000
Carrying amount at the beginning of the year687 813
- - Changes in fair value of other investments(60) 23
Share buy back- (149)
- -
627687
30 June 202230 June 2021
$'000$'000
- - Vadacom Holdings Limited
627687
Vadacom Holdings Limited
The table below summarises the quantitative information about the significant unobservable inputs used in this level 3 fair value measurement.
Range of inputs
20222021
Recurring revenue ($'000)2,578 2,555
Non recurring revenue ($'000)1,037 1,011
Recurring revenue multiple3.91x4.32x
Non recurring revenue multiple1.0x1.0x
In November 2017 the Group acquired a 6.49% shareholding in Vadacom Holdings Limited, a cloud based VOIP phone and virtual PABX provider. Subsequent
dilution of shares since acquisition has resulted in a reduction of Enprise's shareholding to 6.23% at balance date.
During the prior year Vadacom Limited purchased back shares through a share buy back. Enprise considers this repayment a recovery of part of the cost of the
investment. A portion of the buyback was repaid during the year, the balance has been deferred and is recorded as a related party loan (refer note 22(e)).
Carrying amount of investments in other entities
Management continues to hold the assets for the medium to long term and the assets are therefore recognised as non-current. The Group revalued the investments
at fair market value at the end of the financial year.
The Group has made a decision to adopt NZ IFRS 9 to measure the equity investment in Vadacom Holdings Limited at fair value through other comprehensive
income (FVOCI).
At 30 June 2022 the shares in Vadacom Holdings Limited have been independently valued at $13.47 (last year: $14.75) resulting in a loss of $59,579 (last year: gain
of $23,273). This gain/loss has been recognised as other comprehensive income.
Relationship of unobservable inputs to fair value
Increasing recurring revenue, non recurring revenue, the recurring revenue
multiple, and the non recurring revenue multiple each by 5% would increase fair
value by $70,990 (last year: 5%; $76,930). Lowering each of the above inputs by
5% would decrease fair value by $67,530 (last year: 5%;$73,170).
Unobservable inputs
These financial statements should be read in conjunction with the Auditor's report.
26
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
16PROPERTY PLANT AND EQUIPMENT
Computer equipment20-50%
Furniture and fittings10-50%
Office equipment10-50%
$'000$'000$'000$'000
At 1 July 2020
Cost396 289 100 785
Accumulated depreciation(240) (178) (83) (501)
Net book value156 111 17 284
Period ended 30 June 2021
Opening net book value amount156 111 17 284
Additions215 4 28 247
Disposals(1) - - (1)
Depreciation charge(113) (22) (11) (146)
Foreign exchange gain/(loss)- - - -
Closing net book value257 93 34 384
As at 30 June 2021
Cost610 293 128 1,031
Accumulated depreciation(353) (200) (94) (647)
- Net book value257 93 34 384
Year ended 30 June 2022
Opening net book value amount257 93 34 384
Additions165 2 14 181
Depreciation charge(129) (19) (14) (162)
Gain/Loss on disposal(5) - - (5)
Foreign exchange gain/(loss)5 2 1 8
Closing net book value293 78 35 406
As at 30 June 2022
Cost779 298 143 1,220
Accumulated depreciation(486) (220) (108) (814)
- Net book value293 78 35 406
- - - -
The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end.
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use.
Computer
equipment
Furniture
and fittings
Office
equipment
Total
Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Such costs include the cost of
replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. The cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation. All other repairs and maintenance are recognised in the statement of comprehensive income as
incurred.
Depreciation on fixed assets is calculated using the diminishing value method to allocate their costs, net of their residual values over their estimated useful lives as
follows:
These financial statements should be read in conjunction with the Auditor's report.
27
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
17INTANGIBLE ASSETS
Goodwill
Customer relationships
Software
$'000$'000$'000$'000$'000
At 1 July 2020
Cost- 2,631 1,260 7,513 11,404
Accumulated amortisation and impairment- (22) (422) - (444)
Net book value- 2,609 838 7,513 10,960
Period ended 30 June 2021
Opening net book value amount- 2,609 838 7,513 10,960
Additions- 273 - - 273
Exchange differences- 24 4 25 53
Amortisation charge- (273) (203) - (476)
Closing net book value- 2,633 639 7,538 10,810
At 30 June 2021
Cost- 2,928 1,264 7,538 11,730
Accumulated amortisation and impairment- (295) (625) - (920)
- Net book value- 2,633 639 7,538 10,810
Year ended 30 June 2022
Opening net book value amount- 2,633 639 7,538 10,810
Additions325 305 - - 630
Exchange differences- 83 12 182 277
Amortisation charge(65) (293) (186) - (544)
Closing net book value260 2,728 465 7,720 11,173
- - -
At 30 June 2022
Cost325 3,316 1,276 7,720 12,637
Accumulated amortisation and impairment(65) (588) (811) - (1,464)
- Net book value260 2,728 465 7,720 11,173
Goodwill is assessed as having an indefinite useful life and is not amortised but is subject to impairment testing annually or whenever there are indications of
impairment.
Total
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration paid above the fair value of the net identifiable assets, liabilities
and contingent consideration acquired.
Intellectual
Property
Software
Customer
relationships
Goodwill
For the purpose of impairment testing, goodwill has been allocated to the cash-generating units (CGU). The impairment test is based on either an estimated
recoverable amount (value in use) or the fair value less costs. Estimated future cash flow projections are based on the Group's five-year business plan for the
business units.
Customer relationship costs are carried at cost (being assessed from value on acquisition) less accumulated amortisation and accumulated impairment losses.
This intangible asset has been assessed as having a finite life and is amortised using the straight line method over a period of 5 years. The amortisation has been
recognised in the statement of comprehensive income within depreciation and amortisation expense. If an impairment indication arises, the recoverable amount is
estimated and an impairment loss is recognised to the extent that the recoverable amount is lower than the carrying amount. No impairment has been assessed
for the current financial year (last year: nil).
"In-house" developed or acquired software costs are capitalised on completion and amortised on a straight-line basis over the period of their expected benefit,
being their finite life of 5-10 years. Employment costs associated with developing the software are capitalised when the costs are incurred. The amount of the
charges capitalised is based on the proportionate time each employee spends on developing the software.
These financial statements should be read in conjunction with the Auditor's report.
28
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
17INTANGIBLE ASSETS (CONTINUED)
Significant intangible assets held are as follows:
Carrying amount
$'000
Customer relationships - Kilimanjaro Consulting Pty Limited386 30 months
Customer relationships - iSell Pty Limited71 35 months
Software - ITQuoter2,728 95-116 months
Intellectual Property260 48 months
30 June 202230 June 2021
$'000$'000
Kilimanjaro Consulting - New Zealand
1,227 1,227
Kilimanjaro Consulting - Australia
5,455 5,304
iSell
1,038 1,007
- -
7,7207,538
New Zealand
Australia
%%
Revenue growth rate (year 1)
12.60%15.10%
Revenue growth rate (years 2-5)
2.50%2.50%
Discount rate
19.90%19.90%
Other assumption changes that would cause impairment to Kilimanjaro Consulting - Australia
Decrease in EBITDA profitability compared to forecast for FY23
13.00%
Increase in the discount rate
2.00%
iSell Pty Limited
The table below summarises the quantitative information about the significant unobservable inputs used in this level 3 fair value measurement.
Range of inputs
20222021
Recurring revenue ($'000)1,138 882
Non recurring revenue ($'000)69 82
Recurring revenue multiple4.825x5.635x
Non recurring revenue multiple1x1x
Whilst the Kilimanjaro - Australia financial year 2023 results to date are behind budget, however, an allowance for this has been factored in the forecasts used for
impairment testing purposes. Further, the directors have identified cost savings that they believe will partially mitigate the risk of further non-achievement against
budget.
However, allowance has not been made within the FY2023 forecast for the disputed reduction of the MYOB Exo margin as detailed in note 26. If the MYOB Exo
margin reduction was factored in, leaving all other variables held constant, this would lead to an impairment of $2,318,000 at 30 June 2022 of the Kilimanjaro -
Australia cash generating unit. The uncertainty around outcome of the dispute and/or the implementation of any potential mitigation strategies creates significant
uncertainty as to the future levels of profitability within the cash generating unit.
The carrying amounts of goodwill allocated to the cash generating units are outlined below:
Kilimanjaro Division
In respect of the Australian cash generating unit, which as a total carrying value of $6.6m, the assumptions to which the impairment testing is most sensitive, and the
change in assumption required to lead impairment charge being required is noted below.
In respect of the New Zealand cash generating unit, no reasonably possible change in assumptions would lead to impairment as there is sufficient headroom within
the impairment testing.
Relationship of unobservable inputs to fair value
Increasing recurring revenue, non recurring revenue, the recurring revenue
multiple, and the non recurring revenue multiple by 5% would increase fair value by
$570,000 (last year: $517,710). Lowering all the above inputs by 5% would
decrease fair value by $542,190 (last year: $492,460).
Unobservable inputs
Remaining
amortisation period
An independent assessment of the fair value of iSell was conducted at 30 June 2022, for the purpose of considering the fair value less cost of disposal of the cash
generating unit. The Level 3 fair value estimate was higher than the carrying value of the iSell cash generating unit, and indicated a fair value of $5.057m (Enprise's
75.03% share is $3.794m). A fair value of less than $4.392m would indicate impairment, including allowance for costs of disposal and non-controlling interests share
of goodwill.
The Kilimanjaro Consulting division was tested for impairment on a value in use basis, based off the 2023 financial year budget which excludes any impact of MYOB
Exo margins as documented in note 26 and applying the following key assumptions used in determining the future cash flows from each CGU over the next 5 years
are as follows.
These financial statements should be read in conjunction with the Auditor's report.
29
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
18RIGHT-OF-USE ASSETS
PropertyTotal
$'000$'000
At 1 July 2020
Cost2,167 2,167
Accumulated depreciation(316) (316)
Net book value1,851 1,851
Year ended 30 June 2021
Opening net book value amount1,851 1,851
Additions448 448
Exchange differences(4) (4)
Depreciation charge(727) (727)
Closing net book value1,568 1,568
At 30 June 2021
Cost2,147 2,147
Accumulated amortisation and impairment(579) (579)
Net book value1,568 1,568
Year ended 30 June 2022
Opening net book value amount1,568 1,568
Additions490 490
Lease Adjustments(83) (83)
Exchange differences13 13
Depreciation charge(648) (648)
- Closing net book value1,340 1,340
At 30 June 2022
Cost2,296 2,296
Accumulated amortisation and impairment(956) (956)
- Net book value1,340 1,340
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of the lease
liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, and any initial direct costs
incurred by the lease.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is the shorter.
Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The Group's right-of use assets consist only of property leases which up until 31 March 2019 were classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) were charged to profit or loss on a straight-line basis over the period of the lease.
The sale of the Walker Street, Sydney office building to a new landlord presented an opportunity to renegotiate and relinquish a portion of the occupancy. The new
lease commenced on 1 February 2021 and is for 24 months.
In December 2021 the decision was made to relinquish the lease in the Philippines. As a result, a lease adjustment was required to remove the asset and liability
associated with the remainder of this lease.
All other leases that came up for renewal during the financial year were extended for the minimum period allowed within the lease.
From 1 April 2019, leases are recognised as a right-of-use asset and a lease liability at the lease commencement date.
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months or less and leases of low-
value assets. Lease payments on these assets are expensed to profit or loss as incurred.
These financial statements should be read in conjunction with the Auditor's report.
30
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
19BORROWINGS
Cash on hand and at bank
- - For the purposes of the statement of cash flows, cash and cash equivalents consist of cash on hand and at bank.
Borrowings
30 June 202230 June 2021
$'000$'000
Current cash on hand / (borrowings)
- -
Cash on hand and at bank
1,546 2,806
Bank overdraft
(330) -
Cash and cash equivalents
1,216 2,806
-
Bank borrowings
(812) -
-
Other borrowings
(41) (50)
Current borrowings
363 2,756
- -
Non-current borrowings
- -
Net cash on hand
3632,756
(a)Summary of borrowing arrangements
- An overdraft facility of $1,000,000
(b)Reconciliation of liabilities arising from financing activities
Bank borrowingsOther borrowingsLease Liabilities
$'000$'000$'000
At 1 July 2020
441 44 1,883
Non-cash changes- 8 437
Financing cash flows(441) (2) (656)
Exchange differences- - (5)
-
Balance as at 30 June 2021
- 50 1,659
Non-cash changes- 3 402
Financing cash inflows1,000 - -
- - Financing cash outflows(188) (12) (612)
Exchange differences- - 16
- Balance as at 30 June 2022812 41 1,465
- - -
- A commercial loan of $2,000,000 of which $723,385 is available to redraw at 30 June 2022 (last year: $1,815,590). The loan matures on 31 October 2023
and requires quarterly payments of $95,950. The bank's debt is secured by PPSR over all the assets of Enprise Group Limited, Kilimanjaro Consulting Pty Limited
and Kilimanjaro Consulting Limited (formerly Enprise Solutions Limited).
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing
activities are those for which cash flows were, or future cash flows will be, classified in the Group’s statement of cash flows as cash flows from financing activities:
- At balance date AU$37,467 remains owing to an ex employee for an original settlement on 30 June 2015 of AU$120,000. The interest rate at balance date is 5%.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference
between the net proceeds and the redemption amount is recognised in the profit and loss over the period of the borrowings using the effective interest method.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance
date.
- An interest only loan of AU$11,000 due to a shareholder of iSell (Bullitt Super Fund) was repaid during the year
The Group is currently under the waver issued by the BNZ in March 2022 in respect of the breaches to both the interest cover and financial debt ratios. The year end
results have further continued to have these two covenants breached at year end. See note 26 for details of waiver granted subsequent to balance date.
The other borrowing in the current period refers to the recognised liability to a former iSell employee who is claiming a higher balance that iSell is defending. Refer to
note 25 for further details.
The Group acquired historical unsecured borrowings and amounts owing to third parties on the acquisition of iSell Pty Limited. Those outstanding at balance date are
as follows:
The Bank of New Zealand (BNZ) has provided the following facilities to Enprise Group Limited:
Cash and cash equivalents in the statement of financial position are comprised of cash at bank and in hand and short term deposits with an original maturity of
three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
These financial statements should be read in conjunction with the Auditor's report.
31
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
20LEASE LIABILITIES
30 June 202230 June 2021
$'000$'000
- - Lease liabilities1,465 1,659
Classified as
- - Current 495 572
- - Non-current970 1,087
- - 1,465 1,659
(a)Remaining contractual cash flows
Maturity analysis of the contractual undiscounted cash flows are as follows:
30 June 202230 June 2021
$'000$'000
Not later than one year 562 642
Later than one year but not later than 5 years939 938
Later than 5 years 158 326
1,659 1,906
(b)Amounts recognised in statement of comprehensive income
30 June 202230 June 2021
$'000$'000
Interest on lease liabilities88 106
Expenses relating to short term leases142 63
230 169
(c)Amounts recognised in statement of cash flows
30 June 202230 June 2021
$'000$'000
Interest element of lease payments88 106
Principal elements of lease payments612 656
- -
(d)Critical accounting judgements and estimates
Lease Term
Incremental borrowing rate
Cash outflows recognised within cash flows from operating activities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to be made
over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts expected to
be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is reasonably certain to occur, and any anticipated
termination penalties. The variable lease payments that do not depend on an index or a rate are expensed in the period in which they are incurred.
Cash outflows recognised within cash flows from financing activities
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the following: future
lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and termination penalties. When a
lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset is fully
written down.
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount future lease payments to measure
the present value of the lease liability at the lease commencement date. Such a rate is based on what the Group estimates it would have to pay a third party to
borrow the funds necessary to obtain an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
The lease term is a significant component in the measurement of both the right-of-use asset and lease liability. Judgement is exercised in determining whether
there is reasonable certainty that an option to extend the lease or purchase the underlying asset will be exercised, or an option to terminate the lease will not be
exercised, when ascertaining the periods to be included in the lease term. In determining the lease term, all facts and circumstances that create an economical
incentive to exercise an extension option, or not to exercise a termination option, are considered at the lease commencement date. Factors considered may
include the importance of the asset to the Group's operations; comparison of terms and conditions to prevailing market rates; incurrence of significant penalties;
existence of significant leasehold improvements; and the costs and disruption to replace the asset. The Group reassesses whether it is reasonably certain to
exercise an extension option, or not exercise a termination option, if there is a significant event or significant change in circumstances.
These financial statements should be read in conjunction with the Auditor's report.
32
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
21EQUITY
(a)Share capital
Number of authorised sharesShare capital
Contributed equity - ordinary shares
30 June 202230 June 202130 June 202230 June 2021
sharesshares$'000$'000
Opening ordinary shares16,157,699 15,900,895 11,010 10,749
Issue of ordinary shares - Dividend reinvestment plan- 256,804 - 261
- - 16,157,699 16,157,699 11,010 11,010
(b)Dividends
30 June 202230 June 202130 June 202230 June 2021
cents per sharecents per share$'000$'000
Final dividend for the period ended 30 June 2020- 2.00 - 318
Interim dividend for the period ended 30 June 2021- 2.00 - 321
Final dividend for the period ended 30 June 20212.50 - 404 -
- - 2.50 4.00 404 639
22RELATED PARTY TRANSACTIONS
(a)Interest in other Entities
(b)Ultimate Parent
The ultimate parent entity and controlling party is Enprise Group Limited. The Parent is domiciled in New Zealand.
(c)Transactions with Related Parties
During the period, the Group entered into the following trading transactions with related parties.
Sale of services Purchase of services
Name of Entity
30 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
Vadacom Limited*37 12 - -
Next Telecom*- - 32 25
Nicholas Paul (Director) - consultancy fees (see note 22(f))- - 73 180
37 12 105 205
* Vadacom Limited and Next Telecom Limited are subsidiaries of Vadacom Holdings Limited
(d)Outstanding balances arising from sales/purchases of goods and services
The following balances are outstanding at the end of the reporting period in relation to transactions with related parties.
Amounts owed by related partiesAmounts owed to related parties
Name of Entity
30 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
Next Telecom Limited- - 5 3
Vadacom Limited4 3 - -
The Sales Factory (Nicholas Paul)- - - 17
Nightingale Partners (Lindsay Phillips)- - 40 -
4 3 45 20
All shares on issue are fully paid. All ordinary shares rank equally with one vote attached to each fully paid ordinary share and have equal dividend rights and no par
value.
Share capital comprises of ordinary shares only. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
The Group's principal subsidiaries are set out in note 1(d). Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly
by the Group. The country of incorporation or registration is also their principal place of business.
On 23 October 2020, 150,693 shares were issued under the dividend reinvestment plan at $1.0378 per share. On 16 March 2021, 106,111 shares were issued
under the dividend reinvestment plan at $0.9883 per share.
These financial statements should be read in conjunction with the Auditor's report.
33
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
22RELATED PARTY TRANSACTIONS (CONTINUED)
(e)Loans to/from related parties
Amounts owed by related partiesAmounts owed to related parties
Name of Entity
30 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
Vadacom Holdings Limited73 87 - -
Datagate Innovation Limited518 - - -
-
591 87 - -
- - Current- - - -
- Non-Current591 87 - -
591 87 - -
The terms of the amount outstanding from Datagate in relation to the convertible note has been outlined in note 10.
(f)Key management personnel
Key management compensation to directors of the group was as follows:
30 June 202230 June 2021
$'000$'000
Salaries, bonuses and commissions543 438
Superannuation34 22
Consultancy fees73 180
Directors' fees92 90
742 730
Key management did not receive any termination benefits during the period (last year: nil).
Key management did not receive and are not entitled to receive any post-employment or long term benefits (last year: nil).
(g)Directors' fees
Directors received director's fees as detailed below:
30 June 202230 June 2021
$'000$'000
L Phillips40 40
G Cooper- -
N Paul25 25
R Baskind- -
M Fong27 25
- -
92 90
The following balances are outstanding at the end of the reporting period.
These financial statements should be read in conjunction with the Auditor's report.
34
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
23SUBSIDIARIES WITH NON CONTROLLING INTERESTS
iSell Pty Limited
Transactions with non-controlling interests recognised in equity
$'000 $'000 $'000
Purchase from non-controlling interests(58) (15) (73)
Proceeds from rights issue in iSell Pty Limited to non-controlling interests158 (22) 136
Total transactions with non-controlling interests
100(37)63
(a)Summary of financial position
30 June 202230 June 2021
$'000$'000
Assets
Cash and cash equivalents
70 620
Trade and other receivables
151 107
Contract assets
52 36
Staff receivables - non current
- 74
Property plant and equipment
30 21
Intangible assets
3,837 3,732
Right-of-use assets - non-current
- 82
Other non-current assets
10 28
Total assets4,150 4,700
Liabilities
Trade and other payables
(207) (288)
Contract liabilities
(180) (143)
Provisions - non-current
(197) (299)
Borrowings - non current
(41) (50)
Lease liabilities - non-current
- (79)
Related party payable
(253) (274)
Total liabilities(878) (1,133)
Net assets
3,2723,567
- -
(b)Summary of financial performance
30 June 202230 June 2021
$'000$'000
Revenue from contracts with customers
1,093 865
Net profit/(loss)
(1,422) (1,027)
Other comprehensive income
- -
Total comprehensive income/(loss)
(1,422)(1,027)
30 June 202230 June 2021
28.86% - 24.97%49.18% - 28.86%
$'000$'000
- Total comprehensive income/(loss) attributable to NCI
(357)(326)
(c)Summary of statement of cash flows
Enprise Group Limited acquired a controlling stake in iSell on 27 May 2020. Purchase of shares from non controlling interests during the year and the rights issue in
March 2022 both increased Enprise's shareholding in iSell, ultimately resulting in a non-controlling interest percentage of 24.97% at 30 June 2022 (last year: 28.86).
Enprise Group Limited consolidates 100% of iSell's results and presents the portion of profit/(loss) and other comprehensive income attributable to a non-controlling
interest (NCI).
During the year iSell Pty Limited incurred total operating cash outflows of $1,262,516 total investing outflows of $328,861 and total financing inflows of $1,042,755.
Non-controlling
interests
Attributable to
the parent
Total
These financial statements should be read in conjunction with the Auditor's report.
35
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
24CASH FLOW RECONCILIATION
30 June 202230 June 2021
$'000$'000
Profit/(Loss)
(2,193) 772
Adjustments for:
Depreciation on property plant and equipment
162 146
Loss on disposal of property plant and equipment
5 -
Depreciation on right-of-use assets
648 727
Amortisation on intangible assets
544 476
Net loss/(gain) on foreign exchange5 10
Share of loss from equity accounted investments548 130
Movement in current and deferred tax(227) (402)
Movements in working capital
(Increase)/decrease in trade and other receivable
(326) 78
(Increase)/decrease in contract assets
(100) (67)
(Increase)/decrease in income taxes receivable18 (1)
Increase/(decrease) in trade and other payables357 (232)
Increase/(decrease) in provisions245 205
Increase/(decrease) in contract liabilities168 373
- -
Net cash inflow/(outflow) from operating activities(146)2,215
-
25CONTINGENT LIABILITIES
There were no material contingent liabilities or assets at balance date (last year: nil).
26SUBSEQUENT EVENTS AFTER BALANCE DATE
(a)
Waiver of banking covenants
(b)
Dispute with MYOB
MYOB invoicing to the Kilimanjaro Consulting division from 1 August 2022 has been received charging significantly more than the contractually agreed margins which
Kilimanjaro Consulting has previously received in both Australia and New Zealand on existing customers using MYOB's Exo Software. The impact of the reduction of
42.86% would be approximately $935,000 per annum on future revenue and would significantly impact the profitability of this division. Enprise (via Kilimanjaro)
advised MYOB on 30 August 2022 that it formally disputes this decrease in margin as in it's opinion this goes against the current business partner agreement and will
continue to challenge the margin change. Kilimanjaro management along with the Enprise board are currently revisiting the strategic plan of this division in light of
this impact.
Reconciliation of net profit to net cash flows from operations:
Enprise was in breach of their BNZ Loan covenants at year end. BNZ has provided a waiver of the 30 June 2022 banking interest cover and leverage covenant, and
a modification to the group’s banking covenants on 23 September 2022. These remove the leverage ratio testing requirement, and temporarily waive the interest
cover ratio requirements until 30 June 2023.
iSell Pty Limited continues to defend the claim made by an ex employee of iSell Pty Limited. The claim made by the former employee exceeds the balance that is
recorded and disclosed in note 19. The claim has been referred to the supreme court, Sydney and is expected to be heard in late 2022 and any changes in the
amounts due will be known then. Whilst the amount claimed by the defendant amounts to A$334,543 the Group does not believe that any material amount will be
required to settle the claim in excess of the amount currently recorded as a liability.
Cash flows are included in the statement of cash flows on a gross basis and includes the GST component of cash flows arising from investing and financing activities,
which is recoverable from, or payable to, the taxation authority is classified as part of operating cash flows.
These financial statements should be read in conjunction with the Auditor's report.
36
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES
(a)Interest rate risk
The local operational bank accounts do not earn interest.
ProfitEquity
30 June 202230 June 202130 June 202230 June 2021
$'000$'000$'000$'000
+1% (100 basis points)(12) 1 (12) 1
- 1% (100 basis points)12 (1) 12 (1)
(b)Credit risk
The Group does not hold any credit derivatives to offset its credit exposure.
(c)Liquidity risk
Contractual maturity analysisless than 6 mths6 - 12 months1 - 3 years> 3 yearsTotal
30 June 2022$'000$'000$'000$'000$'000
-
Trade and other payables2,963 -
- - 2,963
Bank overdraft330 -
- - 330
Term loan812 - - - 812
Other borrowings- 41 - - 41
Total
4,105 41 - - 4,146
Management have reviewed the customer base for industry segments based on SIC codes and have evaluated the credit risk for each segment. There are no
significant concentrations of trade receivable counterparties.
It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures including an assessment of their independent
credit rating, financial position, past experience and industry reputation. Risk limits are set for each individual customer in accordance with parameters set by the
board. These risk limits are regularly monitored.
Liquidity risk is the risk of an unforeseen event or miscalculation in the required liquidity level that will result in the Group foregoing investment opportunities or not
being able to meet its obligations in a timely manner, and therefore gives rise to lower investment income or to higher borrowing costs than otherwise. Prudent
liquidity risk management includes maintaining sufficient cash, and ensuring the availability of adequate amounts of funding from credit facilities.
The table below analyses the Group's financial liabilities collated/grouped into relevant maturity bands, based on the remaining period from balance date to the
contractual maturity date.
The Group’s exposure to market interest rates relates primarily to the Group’s cash deposited in interest-bearing call accounts, the bank overdraft and term loans.
Interest rates are monitored although there is generally no significant variation in interest rates offered by the different major banks.
At 30 June 2022, if interest rates had moved, as illustrated in the table below, with all other variables held constant, post-tax profit and equity would have been
affected as follows:
Funds with financial institutions are held on call or short term deposits. The majority of funds are held across three major Australasian trading banks all with a
Standard and Poor's credit rating of AA-.
The Group’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
Exposure at balance date is addressed in each applicable note. The carrying amount of financial assets represents the maximum credit exposure.
The Group trades only with recognised, creditworthy third parties and as such collateral is not requested nor is it the Group’s policy to securitize its trade and other
receivables.
The Group manages its exposure to key financial risks, including interest rate, liquidity risk and currency risk in accordance with the Group’s financial risk
management policy. The objective of the policy is to support the delivery of the Group’s financial targets whilst protecting future financial security.
The Board reviews and agrees policies for managing each of the risks identified below, foreign currency and interest rate risk, credit allowances, and future cash flow
forecast projections.
These financial statements should be read in conjunction with the Auditor's report.
37
Enprise Group Limited
Notes to the Consolidated Financial Statements
for the year ended 30 June 2022
27FINANCIAL RISK MANAGEMENT, OBJECTIVES AND POLICIES (CONTINUED)
(c)Liquidity risk (continued)
Contractual maturity analysisless than 6 mths6 - 12 months1 - 3 years> 3 yearsTotal
30 June 2021$'000$'000$'000$'000$'000
-
Trade and other payables2,555 -
- - 2,555
Other borrowings12 38 - - 50
Total
2,567 38 - - 2,605
(d)Financial instrument classification
30 June 202230 June 2021
$'000$'000
Financial asset at fair value through other comprehensive income627 687
Financial asset at fair value 518 -
Amortised Cost
Cash and cash equivalents1,546 2,806
Trade receivables (excluding prepayments)3,018 2,631
Staff and related party receivables73 193
5,782 6,317
30 June 202230 June 2021
$'000$'000
Trade and other payables2,963 2,555
Borrowings1,183 50
4,146 2,605
(e)Foreign currency risk
Each entity in the Group conducts the majority of its transactions in its functional currency.
Financial assets
The currency exposure of the Group arises from the effect of any substantial movements in currency rates on the transfer of funds (predominantly in Australian
dollars) to the local currency of the subsidiary to fund operations.
The net exposure is not significant due to the size of the foreign operations and is mitigated by the regular transfer of small advances to spread the currency risk over
time. Although each subsidiary or geographic segment is subject to variations in foreign currency rates, the value to each segment is not material.
Financial liabilities at amortised cost
These financial statements should be read in conjunction with the Auditor's report.
38
Enprise Group Limited
Statutory Information
Directors
Marisa Fongappointed 1 February 2019Chair and Independent Non-Executive Director
Lindsay Phillipsappointed 1 December 2013Non-Executive Director
Nicholas Paulappointed 1 December 2015Independent Non-Executive Director
George Cooperappointed 10 April 2012Chief Executive Officer - Enprise Group
Ronald Baskindappointed 31 January 2018Chief Executive Officer - Kilimanjaro Division
Marisa Fong, Nicholas Paul and Lindsay Phillips comprise the members of the Audit, Finance and Risk Committee.
30 June 202230 June 2021
Male Directors4
4
Female Directors1
1
Male Officers2
2
Female Officers1
1
Directors interests at 30 June 2022
Number of Shares
3,090,939
Ronald Baskind 2,671,276
George Cooper 243,242
Nicholas Paul 50,273
Marisa Fong 42,833
Interests’ register
The following entries are recorded in the period ending 30 June 2022:
• Nick Paul ceased being director of iSell Pty Limited
• Elliot Cooper became an investor and director of Keelan Investments Limited.
Remuneration of directors
The remuneration of the Directors for the period ended 30 June 2022 is set out below:
30 June 202230 June 2021
$'000$'000
George Cooper
260 209
Lindsay Phillips
40 40
Nicholas Paul
98 205
Ronald Baskind
317 251
Marisa Fong
27 25
742 730
Total compensation of the directors is disclosed in note 22(f).
The following discloses the remuneration arrangements in place for chief executives for the period ended 30 June 2023:
$'000$'000$'000$'000
Base per annumIncentiveSuperannuationTotal
George Cooper
230 20 8 258
Ronald Baskind
267 21 30 318
Incentives are discretionary and assessed by the Board based on the profitability of the company.
The Directors are pleased to submit to shareholders their report and financial statements for the year ended 30 June 2022. In order to comply with the Companies Act
1993, the directors report as follows:
Lindsay Phillips
• Lindsay Phillips ceased being director of Mayfield Property Holdings Pty Limited, Mayfield Properties Queensland Pty Limited, Australis Music Group Pty Limited (and
associated entities) and Vehicle Monitoring Systems USA Pty Limited.
Lindsay Phillips was appointed director of Chess Investors Pty Limited, PayOK Pty Limited and iSell Pty Limited.
Ms Fong is considered to be an independent director as she has a small holding in Enprise and has no other remuneration or influence which would affect her decision
making in a material way. Mr Paul is considered to be an independent director as he has a small holding in Enprise and although he has gained remuneration during his
role as acting CEO of iSell.
• Marisa Fong was appointed Chair of Simplicity Kiwisaver Trust Board, was appointed interim Chair of Auckland Marine Resue Trust and is a member of the Advisory
board for Eighty4 Recruitment. Marisa ceased being an Advisory board member of NZ Work Research Institue Advisory Board (AUT).
39
Enprise Group Limited
Statutory Information
Employee remuneration
30 June 202230 June 2021
100,001 – 110,0008 8
110,001 – 120,0004 6
120,001 – 130,00010 9
130,001 – 140,0007 7
140,001 – 150,0004 5
150,001 – 160,0007 3
160,001 – 170,0007 -
170,001 – 180,0002 2
180,001 – 190,0001 -
190,001 – 200,000- 2
210,001 – 220,0003 -
230,001 – 240,000- 1
240,001 – 250,0001 1
250,001 – 260,000- 1
260,001 - 270,0001 -
270,001 - 280,0001 -
280,001 - 290,0001 -
320,001 - 330,000- 1
340,001 - 350,0001
Twenty largest shareholders as at 29 September 2022
HoldingHolding %
New Zealand Central Securities Depository Ltd 3,443,019 21.31
Nightingale Partners Pty Limited* 3,090,939 19.13
Red Cow Investments Pty Limited~ 2,671,276 16.53
Reitham Finanz Gmbh & Co Kg 861,471 5.33
New Zealand Depository Nominee 466,209 2.89
Custodial Services Limited 461,159 2.85
Amely Zaininger 363,286 2.25
Bernard Israel Fridman 318,145 1.97
Jens Neiser 310,159 1.92
Carjon Investments Pty Limited 291,071 1.80
Savgas Pty Limited 291,071 1.80
Deansand Pty Limited 290,692 1.80
Net Power Solutions Limited 249,893 1.55
George Elliot Cooper 243,242 1.51
John Cox Super Fund 230,000 1.42
Fridman Superfund 181,767 1.12
Sarah May Loveys 141,052 0.87
Jason Patrick Fegan 129,864 0.80
Roger John Williams 124,686 0.77
Leah Catherine Cooper 80,000 0.50
*Related parties to Lindsay Phillips
~Related party to Ronald Baskind
Geographic distribution of shareholders as at 29 September 2022
CountryHoldersHolder %Issued capitalIssued capital %
New Zealand 266
67.00%
6,518,103
40.34%
Australia 101
25.44%
8,435,544
52.21%
Germany 18
4.53%
1,180,922
7.31%
USA 8
2.02%
16,263
0.10%
Great Britain 3
0.76%
6,667
0.04%
Switzerland 1
0.25%
200
0.00%
Total 397 100.00% 16,157,699 100.00%
The number of employees or former employees, not being directors of the Group, that received remuneration and other benefits that exceeded $100,000 per annum is as
follows:
Number of employees
40
Enprise Group Limited
Statutory Information
Distribution of shareholders as at 29 September 2022
RangeHoldersHolding quantityHolding %
1-1000 139 66,781
0.41%
1001-5000 149 373,152
2.31%
5001-10000 42 328,414
2.03%
10001-50000 45 1,010,111
6.25%
50001-100000 3 220,240
1.36%
Greater than 100000 19 14,159,001
87.64%
Total 397 16,157,699 100.00%
Substantial security holders
Holding
L Phillips 3,090,939
R Baskind 2,671,276
Dr J Neiser 2,405,663
Corporate governance
The directors have complied with the corporate governance code which can be found on the following link.
https://enprisegroup.com/s/201125-eg-corporate-governance-statement-4sx6.pdf
At 30 June 2022, the following security holders had given notices in accordance with the Financial Markets Conduct Act 2013 that they were a substantial product holder in
the Company. The number of shares shown below are as recorded for all the relevant interests recorded on the Company's share register.
41
Enprise Group Limited
Directory
Company Information
New Zealand company number1562383
ARBN (Australian Registered Body Number)125 825 792
ABN (Australian Business Number)41 125 825 792
Contact DetailsNew ZealandPrincipal place of business
Level 2, 16 Hugo Johnston DriveLevel 2, 16 Hugo Johnston Drive
Penrose, Auckland 1061Penrose, Auckland 1061
PO Box 62262Phone: +64 9 829 5500
Sylvia Park
Auckland 1644Registered office
Phone: +64 9 829 5500Level 2, 16 Hugo Johnston Drive
Fax: +64 9 829 5501Penrose, Auckland 1061
Australia Principal place of business – Australia
Level 4, 122 Walker StreetLevel 4, 122 Walker Street
North SydneyNorth Sydney, NSW 2060
NSW 2060
Phone: +61 2 8355 7055
Fax: +61 2 8355 7045
Websitewww.enprisegroup.com
Emailinfo@enprisegroup.com
Board of Directors
Marisa Fong (Chair)
Lindsay Phillips
Nicholas Paul
George Cooper
Ronald Baskind
Share RegisterLink Market Services Limited
Level 30, PwC Tower
15 Customs Street West
Auckland, New Zealand
Phone: +64 9 375 5990
AuditorRSM Hayes Audit
Level 1, 1 Broadway,
Newmarket 1023
Auckland
Phone: +64 9 367 1656
LawyerHudson Gavin Martin, Auckland, New Zealand
Chapman Tripp, Auckland, New Zealand
Ash Street, Sydney, Australia
Principal BankersBNZ Bank Limited, Auckland, New Zealand
Enprise Group Limited shares are listed on the NZX. The
Group's share register is maintained by Link Market
Services Limited. Link is your first point of contact for any
queries regarding your investment in Enprise Group.
42
Independent Auditor’s Report
To the shareholders of
Enprise Group Limited
Disclaimer of opinion
We were engaged to audit the consolidated financial statements of Enprise Group Limited and its subsidiaries
(the group), which comprise:
▪ the consolidated statement of financial position as at 30 June 2022;
▪ the consolidated statement of comprehensive income for the year then ended;
▪ the consolidated statement of changes in equity for the year then ended;
▪ the consolidated statement of cash flows for the year then ended; and
▪ the notes to the consolidated financial statements, which include significant accounting policies.
We do not express an opinion on the accompanying financial statements of the group on pages 6 to 38.
Because of the significance of the matters described in the Basis for disclaimer of opinion section of our report,
we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on
these financial statements
Basis for disclaimer of opinion
Going concern
Note 1(i) on pages 12 and 13 to the financial statements discloses conditions that indicate the existence of
material uncertainties surrounding the continuing use of the going concern assumption in the preparation of the
financial statements.
Due to the significant level of uncertainty associated with forecasting the group’s future cashflows as detailed on
note 1(i), and given the uncertainty of the outcome of any future capital raising activity being sufficient to provide
funding for the group’s capital investment and liquidity requirements, we were unable to obtain sufficient
appropriate audit evidence to enable us to form an opinion as to the whether the use of the going concern
assumption is appropriate. Consequently, we were unable to determine whether any adjustments were
necessary in respect of the consolidated statement of financial position of the group as at 30 June 2022, the
consolidated statement of comprehensive income or consolidated statement of changes in equity.
Carrying value of the Kilimanjaro Consulting Australia cash-generating unit and deferred tax assets
The Group’s non-current assets at 30 June 2022 include goodwill, intangible and other non-current assets of
$6.6m relating to the Australian cash-generating unit (CGU) of the Kilimanjaro Consulting division. As disclosed
in note 17 to the financial statements, the group has estimated the recoverable amount of these assets within
this CGU based on a value in use approach. As disclosed in note 17, significant uncertainties exist in relation to
the assumptions that are made by the group in estimating the recoverable amount.
In addition, as detailed in note 6, a deferred tax asset of $2,197,000 has been recognised by the group based
on the assumption that future taxable profits will be available against which the temporary differences and
unused tax losses detailed in note 6 can be utilised. The level of future taxable profits available to the group is
also uncertain.
We were unable to obtain sufficient appropriate audit evidence regarding:
▪ the key assumptions applied by the group to estimate the recoverable amount of this CGU; or
▪ the level of future taxable profits expected to be available to the group in relation to the group’s deferred
tax assets.
Consequently, we were unable to determine whether any adjustments were necessary in respect of the
consolidated statement of financial position of the group as at 30 June 2022, the consolidated statement of
comprehensive income or consolidated statement of changes in equity.
We consider the impact of the above matters to be material and pervasive to the consolidated financial
statements of the group.
Responsibilities of the directors for the consolidated financial statements
The directors are responsible, on behalf of the group, for the preparation and fair presentation of the
consolidated financial statements in accordance with New Zealand equivalents to International Financial
Reporting Standards and International Financial Reporting Standards, and for such internal control as the
directors determine is necessary to enable the preparation of consolidated financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the group for
assessing the group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless those charged with governance either intend to
liquidate the group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our responsibility is to conduct an audit of the group’s financial statements in accordance with International
Standards on Auditing (New Zealand) (ISAs (NZ)) and to issue an auditor’s report. However, because of the
matters described in the Basis for disclaimer of opinion section of our report, we were not able to obtain
sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.
We are independent of the group in accordance with Professional and Ethical Standard 1 International Code of
Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by
the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
Other than in our capacity as auditor we have no relationship with, or interests in, the group.
Who we report to
This report is made solely to Enprise Group Limited’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than Enprise Group Limited and it’s shareholders, as a body, for our audit work, for this report or
for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Jason Stinchcombe.
RSM Hayes Audit 6 October 2022
Auckland
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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