TWL – 30 September 2022 Half Year Results Announcement
MARKET RELEASE
17 November 2022
2023 Half Year Results Announcement (Unaudited)
Trading revenue up 16% on 2H22 and up 34% on 1H22
TradeWindow (NZX: TWL) today announced unaudited financial results for the six months to
30 September 2022
1
, achieving a 16% increase in trading revenue largely as a result of
organic growth and also the acquisition of Rfider. Key highlights include:
Trading revenue $2.4 million, up 16%
Total income
2
$2.7 million, up 1%
Gross margin 50%, no change
Total expenses $8.6 million, up 5%
EBITDA loss $5.9 million, up 7%
Net loss after tax $7.1 million, up 18%
Cash and cash equivalents $7.3 million
TradeWindow Chief Executive AJ Smith said: “TradeWindow continues to see encouraging
market demand for its solutions and has experienced continued increases in customer
numbers. We have made pleasing progress on our strategic priorities during the half,
including advancing our global trade platform, market penetration and revenue growth.
“Highlights include the milestones we are achieving to deliver our global trade platform and
releasing product enhancements. This includes the release of a new solution – ExpressDoc
– TradeWindow’s global export documentation tool. ExpressDoc is a key component of the
global trade platform.
“Large parts of the trading environment operate using paper-based and manual processes.
TradeWindow is at the forefront of a wave of digitisation for exporters, importers, customs
brokers and freight forwarders – helping them be more efficient, connected and
transparent.”
Financial update
Trading revenue was $2.4 million, up 16% on the second half of 2022 and up 34% on the first
half. Higher revenue reflected both organic growth from increased sales and contribution
from acquisitions. Excluding acquisitions made since 1 April 2022, trading revenue was up
14% on both the previous corresponding period and the prior period. Total income was $2.7
million, up 1%, reflecting timing of R&D grants which are subject to Inland Revenue’s
approval process.
Expenses reflect planned investments in market development and the global trade platform.
Total expenses were $8.6 million, up 5% from $8.1 million.
1
All comparisons are to the six months to 31 March 2022 unless otherwise stated
2
Total income includes government R&D grants.
TradeWindow’s EBITDA loss was $5.9 million, up 7%, and its net loss after tax was $7.1
million, up 18%, reflecting disciplined execution of planned investments.
TradeWindow’s average revenue per customer was up 13% in the past six months to $804
per month. Excluding Rfider, average revenue per customer was up 11%.
Gross margin was 50%, the same as the prior year and reflecting an ongoing focus on
operational efficiency and scale.
Business highlights
Mr Smith said: “We achieved an encouraging number of new sales in the first half and are
continuing to build customer diversity across geographies and sectors including dairy,
forestry, meat, wine, manufacturing, seafood, horticulture, and seed and grain. These wins
will be reflected in revenue in future periods as adoptions and implementations occur. We
have been working with customers to have the right systems in place to increase the speed
of onboarding.”
New Zealand continued to perform solidly, with trading revenue up 17%. Cube customers
further increased from 16 to 19 during the period, with an additional 20 Cube customers won
during the half with revenues expected to come on stream in future periods. Following the
balance date, we have entered into a partnership, which includes a reseller agreement, with
the Employers and Manufacturers Association to help upskill exporters.
“We continue to focus on establishing ourselves in the Australian market, where revenue
was up 14%. Our focus continues to be on expanding our product coverage in Australia to
support sales efforts and revenue growth.
“We are also laying the groundwork in Asia with the appointment of sales agencies in
Thailand, Indonesia and the Philippines, which are showing early positive signs.
Rfider acquisition and integration
“TradeWindow acquired Rfider during the period. This is the fourth acquisition by
TradeWindow in the past 18 months and another successful example of our ability to
acquire and integrate diverse businesses that accelerate our strategy. We are seeing
encouraging interest in the rebranded Rfider product Assure+. This is a mobile-device based
solution able to be rapidly deployed in complex supply chains to provide traceability all the
way back to the points of cultivation and production.”
As ESG (Environmental, Social & Governance) expectations on food producers continue to
grow, TradeWindow’s existing and potential customers are seeking ways, such as with
Assure+, to prove where their food comes from and provide visibility all the way from the
paddock to the plate. In New Zealand, new mandatory climate-related disclosure laws will
require approximately 200 large entities and their directors, including exporters and
importers, to disclose climate risks.
Following the balance date, a global partnership agreement has been announced with
FoodChain ID, a leading provider of technology-enabled food safety, quality and
sustainability solutions for the food and agricultural industry. Under the partnership, Assure+
will be available to FoodChain ID's 30,000 clients as an integrated solution. The signing of this
agreement coincided with TradeWindow making its first fulltime permanent staff
appointment in the United States.
Capital management
At 30 September, TradeWindow’s cash balance was $7.3 million. Average monthly cash
outflow, excluding acquisition transactions, was in line with expectations at $1.0 million,
reflecting planned investments and disciplined cost management.
The future growth and success of TradeWindow relies on ongoing investment with a
particular focus on building the global trade platform. TradeWindow continues to monitor
and assess its capital needs.
Outlook
TradeWindow is experiencing encouraging demand for its products and in the six months to
30 September won a large number of contracts that include implementations.
Many of these implementations are continuing and as a result recurring revenue from these
new wins will be realised in future periods.
TradeWindow is focused on accelerating the opportunity presented by the partnership with
FoodChain ID.
While TradeWindow continues to expect trading revenue to be within a range of $5.5 million
to $7.0 million, and total income of $6.0 million to $7.5 million for the FY23 year, this will be
inclusive of Rfider revenue, which is performing in line with expectations.
Without including the Rfider revenue, guidance would have been at the lower end of the
ranges.
Guidance for FY23 remains subject to ongoing geopolitical and environmental uncertainty
including the impact of ongoing supply chain challenges, and the timing of customer
decisions and implementation of Cube and other solutions.
Webcast
TradeWindow will host a webcast at 11am this morning NZT on the interim results.
Participants can register for the conference by navigating to https://s1.c-
conf.com/diamondpass/10026564-wdyf5z.html
The webcast can be accessed using the same link.
Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer
ENDS
About TradeWindow:
Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters,
importers, freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility.
TradeWindow’s software solutions integrate to form a cohesive digital trade platform that enables customers to more
efficiently run their back-end operations, share information and securely collaborate with a global supply chain made up of
customers, ports, terminals, shipping lines, banks, insurance companies, and government authorities.
www.tradewindow.io
Further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 227 3541
Media
Coran Lill
The Project
+64 27 342 3836
---
Investor presentation
Financial results for the six months to 30 September 2022
Investor presentation 2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of this
presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise.
Disclaimer
Information in this presentation:
•
is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of securities in
TradeWindowfor the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial product, or investment advice;
•
should be read in conjunction with, and is subject to TradeWindow’sFinancial Statements and Annual Reports, market releases and information published on
TradeWindow’swebsite (tradewindow.io);
•
includes forward-looking statements about TradeWindowand the environment in which TradeWindowoperates, which are subject to uncertainties and contingencies
outside TradeWindow’scontrol –TradeWindow’sactual results or performance may differ materially from these statements, particularly as a result of the impacts of
Covid-19;
•
includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication of future
performance;
•
may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or completeness of such
information; and
•
non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial information
presented by other entities. The non-GAAP financial information included in this release has not been subject to review by auditors. Non-GAAP measures are used by
management to monitor the business and are useful to provide investors to access business performance.
Investor presentation 3
Agenda
Financial results overview
Progress against our strategy
Financial overview
Summary and outlook
5
9
14
22
AJ Smith
CEO & Director
Deidre Campbell
Chief Financial Officer
Investor presentation 4
The global trade problem (and opportunity)
Processes that currently support the global trade finance ecosystem are
labourintensive and predominantly paper-based. A single transaction
often requires the interaction of more than 20 entities, andinvolves
between 10 and 20 paper documents and 5,000 data field
exchanges.They are estimated to generate four billion pages of
documents annually.
Only 1% of these interactions create value, with 85-90% of the
transactions consisting of ignore/transmit to the next party actions
-Boston Consulting Group reports
1
1
Digital Ecosystems in Trade Finance (2019) & Digital Innovation in Trade Finance: Have WeReached a Tipping Point (2017)
Investor presentation 5
•
16% increase in trading revenue as a result of organic growth
and prior acquisitions.34% increase on1H 22.
•
Encouraging market demand for solutions-continued increases
in customer numbers.
•
Pleasing progress on strategic prioritiesincludingadvancingthe
global platform and releasing enhancements.
•
Successful completion and integration ofRfider. Announcement
of FoodChainID and EMA partnerships following balance date.
Solid business momentum and progress
Investor presentation 6
Key performance indicators
Trading
revenue
Up 16%; up 34% on 1H22
$2.4m
Customers
Up 28 on FY22 (organic 19, acquired 9)
482
Average Revenue
Per Customer
Up 13% on FY22(Organic ARPC up 11%)
$804 pm
Gross Margin
50%
Customer
retention rate
98%
% of expenses
R&D and
Commercialisation
58%
Note, all comparisons are against 2H22 unless otherwise indicated.
No change
Up 4 ppt
Up 7 ppt on FY22
$000
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Revenue
Trading revenue2,4071,80234%2,07516%
Other income274429-36%571-52%
Total income2,6812,23120%2,6461%
Costs
Total expenses8,5616,29036%8,1345%
Profit (Loss)
EBITDA
1
(5,880)(4,059)45%(5,488)7%
Net loss after tax(7,061)(4,832)46%(5,992)18%
Cash Position
Cash and cash equivalents7,30612,278-40%5,93323%
Average monthly cash outflow
2
(959)(624)54%(1,058)-9%
Average Revenue per Customer
Total80471812%70614%
Investor presentation 7
Financial summary
1
Earnings before interest, tax, depreciation & amortisation
2
Average monthly cashflow excludes capital raise and acquisition transactions
Investor presentation 8
Momentum in new sales, global trade platform
Business highlights
New sales driving strength in geographic and
sector diversity.
Global trade platform on track. Global
documentation solution ExpressDocreleased.
Laying groundwork in Asia with sales agencies in
place in Thailand, Indonesia and the Philippines.
Rfider joined TradeWindow. Assure+ provides
traceability across complex supply chains and
supports ESG demands. FoodChainID and
EMApartnerships signed post 30 September.
•19 new customers in A&NZ
(excludes Rfidercustomers)
•19 mid-market and enterprise
customers now on Cube. Additional
20Cube customers won during half.
Customers
•Advanced progresson global trade
platform
•ExpressDoclaunched
•114 product enhancements in 1H 23.
Product
•Increased presence and focus in
Australia and Asia and US
beachhead
•NZ standout performance in half.
Geography
•Rfiderdelivering capability to clients
in traceability, supporting increasing
ESG responsibilities
Acquisitions
Progress against our strategy
Investor presentation 10
A global platform for end-to-end digital trade
Permissioned access to
trusted data needed by
supply chain partners to
deliver their service
Data demand
Software to capture,
format and aggregate
data to meet trade
compliance requirements
Data supply
Investor presentation 11
Pleasing progress on building the global trade platform
Released global documentation system
ExpressDoc(beta)
Released TradeWindowPay (beta)
Released end-to-end ocean freight bookings
Upgraded SpeEDIand TradeWindowOrigin to
reflect TradeWindowdesign standards
Adopted UN data standards
Achievements in 1H FY2023
•TradeWindowFreightweb version first commercial
release
•Enhancing ecosystem to support trade routes and
ERPs
•Introduce air freight bookings
•Expanded countries for ExpressDoc(incl. export
declarations where regulations allow)
•Building common web platform with single sign-on
•First commercial release of global trade platform
FY2024/FY2025 focus
•ExpressDocfirst commercial release; process
and featureenhancements
•Additional integration intoports, shipping lines,
freight rates and import declarations
•Expanding jurisidictionsfor issuance of
certificates of origin
•TradeWindowPay first commercial release
•Consistent platform UX improvements
•Upgrading TradeWindowFreight to web
version (beta)
2H 2023 focus
Investor presentation 12
Partnership agreement announced in October 2022, follows Rfideracquisition
U.S. footprint secured with FoodChainID
Over 30,000 companies across the global supply chain rely on
FoodChainID as their trusted partner to navigate the increasingly
regulated food economy with greater transparency, safety and
sustainability. By providing clients with technology-enabled solutions
supported by the industry's most comprehensive data and
knowledgeable experts, FoodChainID is an essential source of timely,
accurate information and expertise.
•TradeWindow has staked a position in the huge U.S. and
European food assurance market, announcing a partnership
with FoodChain ID.
•Agreement is for TradeWindow's Assure+ solution (previously
Rfider) to be available to FoodChain ID's 30,000 clients as an
integrated solution.
•Assure+ helps FoodChain ID's clients to meet growing ESG
expectations and higher levels of transparency,
accountability, safety and sustainability across the supply
chain.
•FoodChain ID has offices in 14 countries, so agreement
amplifies TradeWindow's progress over and above the new
wine, honey and coffee customers already gained in Australia,
South America, UK and theUS since completing the Rfider
acquisition.
•Appointment of US-based business development manager to
support FoodChain ID relationship and to grow the U.S.
market.
From raw materials to finished goods Assure+ helps supply chain
participants to achieve improved operations, sustainability and
customer value through traceability, transparency and transformation.
The Assure+ platform allows businesses to identify, track and trace
elements of a product or substance as it moves along the supply chain
from raw goods to finished products. It also provides transparency with
digital certifications, auditing tools and real-time Co2e calculations.
Investor presentation 13
People & Culture
•Total FTE equivalent at30 September 2022 was 101.
•12of these werenew roles as part of planned
investments, with 9 being research & development
roles.
•A key focus has beenfaster employee hiring and
onboarding of quality candidates. Hires in United
States, Philippines and India made in this period.
•Movement of select non-strategic roles to Philippines
after natural attrition is giving access to bigger talent
pool and is proving to be an efficient use of resources.
FTE equivalent by countryFTE equivalent by team
14%
18%
19%
49%
Number of people by gender
2
2
Actual number of employees, not FTE equivalent
1
Reported as Cost of Goods Sold in financial statements
1
Financial overview
Income Statement $000
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Trading revenue2,4071,80234%2,07516%
Other income274429-36%571-52%
Total income2,6812,23120%2,6461%
Employee benefits expense6,5324,82435%6,0069%
Other expenses2,0291,46638%2,128-5%
Total expenses8,5616,29036%8,1345%
EBITDA
1
(5,880)(4,059)45%(5,488)7%
Depreciation & amortisation1,13371259%95619%
Net finance expenses4861-20%109-56%
Income tax000%(560)-100%
Net loss after tax(7,061)(4,832)46%(5,992)18%
Investor presentation 15
Financial performance
•
Trading revenue up 16% to $2.4m,
excludingacquisition up 14%
•
Employee costs up 9% to $6.5m, driven by
planned investment in new employee
resources and employees who have joined
through acquisitions
•
Other expenses reduced 5% to $2.0m
reflecting the initial listing-related costs in
2H22. Other expenses in the period included
ongoing publicly-listed company compliance
costs
•
Depreciationand amortisationup 19% -
reflects acquired intangible assets.
1
EBITDA –Earnings before interest, tax, depreciation & amortisation
Trading revenue up 16% driven by organic growth and acquisitions
Revenue by type $000
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Transactional1,11467066%95217%
Subscription 99274733%84517%
Services107155-31%7544%
Installation193231-16%204-5%
Total trading revenue2,4071,80234%2,07516%
Other income274429-36%571-52%
Total income2,6812,23120%2,6461%
Trading revenue by country $000
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
New Zealand1,5351,04946%1,30717%
Australia83071716%72914%
Asia423615%397%
Total trading revenue2,4071,80234%2,07516%
Investor presentation 16
Revenue by type and country
•
Organic trading revenue growth of 14% delivered
the majority ofgrowth in revenue -driven by
sales of Freight, Prodocand Cube to new and
existing customers.
•
Other income—application underway for R&D
grants.Timing and amount of any payments are
subject to government processes and
decisions.
•
High recurring, stable revenue with transactional
and subscription revenueforming 87% of trading
revenue.
•
Continued focusinhome market of New
Zealand while good progress in Australia and
Asia.
Sustainable revenue growth –both organic and acquired
Organic business
H1 FY23
6 months
FY22
12 monthsChange %
Subscriber
1
customer nos. period end4724544%
Ave Subscriber customer nos.46541811%
Ave monthly revenue per customer79471211%
Ave monthly revenue per customer
H1 FY23
6 months
FY22
12 monthsChange %
Subscriber customer revenue $000
1
2,2633,565-
Subscriber customer nos. period end4824546%
Ave Subscriber customer nos.47041812%
Ave monthly revenue per customer80471213%
Acquired business
H1 FY23
6 months
FY22
12 monthsChange %
Subscriber customer nos. period end10--
Ave Subscriber customer nos.5--
Ave monthly revenue per customer877--
Investor presentation 17
Average revenue per customer
(per month)
•
Increased monthly average revenue per
customer (ARPC) for organic business –up
11%
•
Higher ARPC for acquired business–lifting
overall average
•
Overall ARPC increased 13% reflecting
increased quality sales to existing customers
and the acquisition quality of Rfider.
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
ARPC up for both organic and acquired businesses
Employee benefits expense $000
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Cost of goods sold90365937%8259%
Research & Development2,6921,89342%2,6990%
Sales & Marketing1,52588373%1,08840%
General and Administration1,4131,3892%1,3941%
Total employee benefits expense6,5324,82435%6,0069%
Other expenses $000
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Cost of goods sold29019251%2678%
Research & Development26117748%124110%
Sales & Marketing44831941%24186%
General and Administration1,03077832%1,496-31%
Total other expenses2,0291,46638%2,128-5%
Staff nos. (FTE)
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Cost of goods sold181337%177%
Research & Development503255%4122%
Sales & Marketing201623%1718%
General and Administration141310%15-2%
Total staff nos. (FTE)1017437%8914%
Investor presentation 18
Operating expenses / staff numbers
•
Previously signaled investment in headcount.
Disciplined approach to hiring and expenses
including ensuring hires support scale and
efficiency goals.
•
Establishing team in Manilla,providingnew
channel of talent including software
development and customer support.
•
R&D staff costs were flat at $2.7 million
following scale up in prior period withsales &
marketing staff costs up 40% reflecting
investment in sales capability.
•
Other expensesup with G&A costs
reflectingongoing costs of being NZX listed
company.
•
No R&D cost capitalisedto balance sheet.
Reflect planned investments and disciplined execution
$000s
H1 FY23
6 months
FY22
12 monthsChange %
Movements
Current Assets8,6687,85210% Cash balance $7.3m up $1.4m on last year end
Non-Current Assets15,3638,66377% Acquired Software $3.0m & Goodwill $4.8m
Total Assets24,03216,51546%
Current Liabilities5,7892,96795% Acquisition contingent consideration $2.4m
Non-Current Liabilities4,8742,70480% Acquisition contingent consideration $2.2m
Total Liabilities10,6635,67088%
Net Assets13,36910,84523%
Total Equity13,36910,84523%Capital raise net of costs $9.6m
Investor presentation 19
Capital injection and acquisitions drive lift in total assets
Balance sheet
$000s
H1 FY23
6 months
H1 FY22
6 months Change %
H2 FY22
6 months Change %
Operating Activities
Cash Received from Customers2,3102,07711%1,96218%
Cash Paid to Suppliers and Employees(8,499)(5,437)56%(7,766)9%
Income Tax Received536(3) -16777%(5) -11532%
Grant Income495511-3%165200%
Operating net cash flow(5,157)(2,852)81%(5,643)-9%
Investing net cash flow(2,518)(1,014)148%(947)166%
Financing cash flow9,04814,731-39%2453594%
Net Change in Cash1,37310,865-87%(6,346)-122%
Opening Cash5,9331,413320%12,278-52%
Closing Cash7,30612,278-40%5,93323%
Average monthly cash outflow
1
(959)(624)54%(1,058)-9%
Investor presentation 20
Cashflow
•
Balance date cash and cash equivalents of
$7.3m.
•
Key activity during the period:
−
Operating activity:
•Cash from customers up 18%
•Income tax –R&D tax loss cash out received
−
Investing activity:
•Rfidersettlement payment$2.5 m
−
Financing activity :
• Capital raising (less costs) $9.6 m
• Loansrepayments including interest -$0.3m
• Lease payments including interest-$0.3m
Balance date cash and cash equivalents of $7.3m
1
Average monthly cashflow excludes capital raise and acquisition transactions
H1 FY23
6 months
FY22
12 monthsChange %
Predominant brand
Transactional revenues $0009691,342Prodoc/Cube + Speedi
Ave Transactional customer nos.20115926%
Ave monthly Transactional revenues per segment customer81170216%
Subscription revenues $0009921,593Prodoc/Cube + Freight + Assure+
Average Subscription customer numbers4033893%
Ave monthly Subscription revenues per segment customer41134120%
Service revenues $000107195Prodoc/Cube + Freight
Average Service customer numbers4033893%
Ave monthly Service revenues per segment customer44427%
Installation revenue $000193434Prodoc
Total Install customer numbers2326-12%
Average Install revenues per new customer (one off)15,89516,699-5%
Total Group Subscriber
1
revenues $0002,2633,565
Total Subscriber customer nos.47041810%
Total avemonthly revenue per customer80471216%
Certificate & other revenue143313
Total trading revenue2,4073,878
Investor presentation 21
Average revenue per customerby revenue type
(per month)
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
Summary and outlook
Investor presentation 23
Summary
•Encouraging demand for our solutionsincluding those from recent
acquisitions.
•Clear progress on strategic priorities, advancing global trade platform and
delivering product enhancements
•Diversified customer base, increasing sales to existing customers
•Focused on operational efficiency and delivering scaled products and
solutions
•Ongoing investment required to achieve growth ambitions.
FY23 outlook
Investor presentation 24
TradeWindow is experiencing encouraging demand for its products and in
the six months to 30 September won a large number of contracts that
include implementations.
Many of these implementations are continuing and as a result recurring
revenue from these new wins will be realised in future periods.
TradeWindow is focused on accelerating the opportunity presented by the
partnership with FoodChain ID.
While TradeWindow continues to expect trading revenue to be within a
range of $5.5 million to $7.0 million, and total income of $6.0 million to $7.5
million for the FY23 year, this will be inclusive of Rfider revenue, which is
performing in line with expectations.
Without including the Rfider revenue, guidance would have been at the
lower end of the ranges.
Guidance for FY23 remains subject to ongoing geopolitical and
environmental uncertainty including the impact of ongoing supply chain
challenges, and the timing of customer decisions and implementation of
Cube and other solutions.
Q&A
Appendix
Capital Raise FY23 27
TradeWindow is the developer of innovative software solutions used by exporters, importers, freight forwarders, customs brokers
Company overview
Where we have customers
Remote staff
Offices
Team of 101
1
subject matter experts spanning
sixcountries
Proven solutions with material revenue streams
Global partner ecosystem
1.FTEs as at 30 September 2022
2.Customers as at 30 September 2022
Customer base of 482
2
organisations
Largeaddressablemarket
Investor presentation 28
Our customers include exporters, importers, freight forwarders and customs brokers
450+ organisationsuse our technology
Top 10 Customers % of trading revenueCustomer base by sector
Note, logos don’t correspond to top 10 customers.
Capital Raise FY23 29
TradeTech is an emerging market with initial solutions displacing
manual paper-based processes, emails and spreadsheets
Our opportunity
Productivity
Integration of operational
systems for superior efficiency
Connectivity
Secure collaboration & sharing
through a fully integrated system
Visibility
Differentiated quality assurance
and provenance
1
Source: https://www.marketsandmarkets.com/Market-
Reports/food-traceability-market-103288069.html
2
Calculated from the TEU volumes published by the United Nations
Statistics Division.
3
Cross-sales of Cube to existing customers have achieved an
increase in ARPC of over 100%.
4
Calculated from the TEU volumes published by United Nations
Statistics Division and trade compliance and processing costs
published by the World Bank.
Estimate for TradeTechsolutions is based on volume of shipments
(TEUs) multiplied by trade compliance costs for each market
Cross-sales to date have proven that value added services beyond trade
compliance can be monetised with at least a 100%
3
increase in ARPC
Demand for food traceability solutions is estimated to be worth
$27 billion
1
worldwide
Investor presentation 30
Our strategy
Trusted digital trade facilitation delivered through a global trade platform
that connects our customers with their supply chain ecosystem
End-to-end connectivity
across global supply
chains
Our vision
To make global supply
chains more productive,
connected and visible
Our mission
Strategic summary
Our strategic priorities
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ, and
expand into Asia & US
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ, and
expand into Asia & US
Land
Add customer value
Build trusted
relationships with our
existing customers;
with market leading
brands taking up Cube
Add customer value
Build trusted
relationships with our
existing customers;
with market leading
brands taking up Cube
Global trade platform
Converge proprietary
and acquired software
solutions into a highly
scalable global trade
platform
Global trade platform
Converge proprietary
and acquired software
solutions into a highly
scalable global trade
platform
Build capability
Create and maintain an
environment focused
on performance,
innovation and
accountability
Build capability
Create and maintain an
environment focused
on performance,
innovation and
accountability
Grow
PeopleUnify
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Acquire
Investor presentation 31
Our product strategy
Acquire and build key solutions needed to
deliver end-to-end digital trade
Converge solutions through secure cloud
hosting, API connectivity and using common
data and services
Network of networks that connects all
parties across the supply chain ecosystem
Connectivity
Productivity
Visibility
We are herePhase 2Phase 3
Global trade
platform
Connectivity
Productivity
Visibility
Suite of solutionsConverged solutionsGlobal trade platform
We’re converging proprietary and acquired solutions into a single global trade platform
---
Trade Window Holdings Limited
Interim Financial Statements
For the six months ended
30 September 2022
Contents
Page
1
2
3
4-5
6-8
9
10-17
Consolidated condensed statement of cash flows
Notes to the consolidated condensed financial statements
Directors' declaration
Consolidated condensed statement of comprehensive income
Trade Window Holdings Limited
Table of contents
Consolidated condensed statement of financial position
Consolidated condensed statement of changes in equity
For the six months ended 30 September 2022
Directory
-
-
Signed in accordance with a resolution of the Directors.
Dated:17 November 2022Dated:17 November 2022
Alasdair MacLeodAJ Smith
Trade Window Holdings Limited
Directors' declaration
For the six months ended 30 September 2022
The board of Directors are pleased to present the consolidated condensed financial statements of the
Group for the six months ended 30 September 2022.
comply with New Zealand generally accepted accounting practice and present fairly the
financial position of the Group as at 30 September 2022 and the result of operations for the 6
months ended on that date;
have been prepared using the appropriate accounting policies, which have been consistently
applied and supported by reasonable judgements and estimates.
In the opinion of the Directors of Trade Window Holdings Limited, the consolidated condensed financial
statements and notes, on pages 3 to 17:
The Directors believe that proper accounting records have been kept which enable, with reasonable
accuracy, the determination of the financial position of the Group and facilitate compliance of the financial
statements with the Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to
prevent and detect fraud and other irregularities. Internal control procedures are also considered to be
sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.
1
Incorporation Number
8233653
Principal Activities:
Registered OfficeTradeWindow Company Secretary
Level 4, Partners Life House
33-45 Hurstmere Road, Takapuna
Auckland 0622
New Zealand
Directors:Albertus Johannes Smith
Kerry Michael Friend
Philip John Norman
Diana Marie Puketapu
Alasdair (Alexander) John MacLeod
Auditor:
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland 1010
New Zealand
Trade Window Holdings Limited
Directory
For the six months ended 30 September 2022
Develop and commercialise technology solutions that provide
international trade participants with a secure platform and tools to
establish trust and trade globally in an efficient manner across
interconnected networks
There have been no significant changes in the nature of these
activities during the six months ended 30 September 2022.
The Directors were in office for the whole period unless otherwise
stated.
2
6 months to 6 months to 12 months to
30-Sep-2022 30-Sep-2021 31-Mar-2022
NotesUnauditedUnauditedAudited
$$$
Revenue32,407,203 1,802,227 3,877,617
Other income273,999 428,981 999,330
2,681,202 2,231,208 4,876,947
Employee benefits expense(6,532,364) (4,824,456) (10,830,303)
Depreciation and amortisation(1,133,210) (712,122) (1,666,826)
Other expenses(2,028,742) (1,465,728) (3,593,903)
(7,013,114) (4,771,098) (11,214,085)
Net finance expense(48,331) (60,652) (169,673)
Loss before income tax(7,061,445) (4,831,750) (11,383,758)
Income tax- - 560,000
Net loss after tax(7,061,445) (4,831,750) (10,823,758)
Exchange differences on translating foreign operations(19,304) 3,220 136
Total comprehensive loss for the year(7,080,749) (4,828,530) (10,823,622)
Earnings (loss) per share
Basic earnings (loss) per share $(0.07) (0.57) (0.13)
Diluted earnings (loss) per share $(0.07) (0.57) (0.13)
Trade Window Holdings Limited
Consolidated condensed statement of comprehensive income
For the six months ended 30 September 2022
Items that are or may be reclassified
subsequently to profit or loss
The above information is to be read in conjunction with the notes to the consolidated
condensed interim financial statements.
3
As atAs atAs at
30-Sep-2022 30-Sep-2021 31-Mar-2022
NotesUnauditedUnauditedAudited
$$$
7,305,544 12,278,148 5,932,558
1,205,438 626,204 1,835,624
30,080 1,554 6,244
127,419 33,753 77,809
8,668,481 12,939,659 7,852,235
125,131 10,087 128,304
280,962 343,865 277,892
1,141,963 1,109,989 1,395,315
413,711,422 5,831,823 6,762,523
103,862 - 98,604
15,363,340 7,295,764 8,662,638
24,031,821 20,235,423 16,514,873
1,764,843 1,239,672 1,512,709
677,100 337,995 486,248
- - 7,071
539,142 378,265 506,999
102,376,000 - -
431,438 393,034 453,605
5,788,523 2,348,966 2,966,632
Trade Window Holdings Limited
Consolidated condensed statement of financial position
As at 30 September 2022
Income tax receivable
Intangible assets
Contract assets
Non-current assets
Property, plant and equipment
Trade and other receivables
Right of use assets
Assets
Current Assets
Total assets
Liabilities
Current liabilities
Cash and cash equivalents
Trade and other receivables
Restricted cash
Contract liabilities
Trade and other payables
Lease liabilities
Interest bearing loans and borrowings
Related party payables
Contingent consideration
The above information is to be read in conjunction with the notes to the consolidated
condensed interim financial statements.
4
As atAs atAs at
30-Sep-2022 30-Sep-2021 31-Mar-2022
NotesUnauditedUnauditedAudited
$$$
Trade Window Holdings Limited
Consolidated condensed statement of financial position
As at 30 September 2022
65,004 48,000 64,143
1,346,843 1,403,713 1,764,473
102,180,000 - -
616,596 702,083 875,045
10666,000 - -
4,874,443 2,153,796 2,703,661
10,662,966 4,502,762 5,670,293
13,368,855 15,732,661 10,844,580
Share capital941,051,247 30,310,310 31,333,484
Retained earnings(27,646,645) (14,593,192) (20,585,200)
Foreign currency translation reserve(85,999) 15,543 7,574
Share based payments reserve1150,252 - 88,722
13,368,855 15,732,661 10,844,580 Total equity
Non-current liabilities
Lease liabilities
Total liabilities
Net assets
Equity
Contingent consideration
Deferred income tax liability
Trade and other payables
Interest bearing loans and borrowings
The above information is to be read in conjunction with the notes to the consolidated
condensed interim financial statements.
5
Notes Issued capital
Retained
earnings
Equity
components
of convertible
notes
Foreign
currency
translation
reserve
Share based
payment
reserve
Total
$
$
$
$
$
$
Balance at 1 April 2021
6,147,047
(9,761,442)
6,818,964
4,946
284,625
3,494,140
Comprehensive expense for the yearLoss for the year
-
(4,831,750)
-
-
-
(4,831,750)
Other comprehensive income/(expense)
-
-
-
3,220
-
3,220
-
(4,831,750)
-
3,220
-
(4,828,530)
Transactions with owners of the companyIssue of capital/dividend to shareholders
9
14,999,974
-
-
-
-
14,999,974
Adjustment to foreign currency
-
-
-
7,377
-
7,377
Maturity of convertible notes
9
6,818,964
(6,818,964)
-
-
Share issue on business acquisitions
1,628,037
-
-
-
-
1,628,037
Share options exercised
9
716,288
-
-
-
-
716,288
Equity-settled share based payments
-
-
-
-
(284,625)
(284,625)
24,163,263
-
(6,818,964)
7,377
(284,625)
17,067,051
Balance at 30 September 2021 - Unaudited
30,310,310
(14,593,192)
-
15,543
-
15,732,661
Trade Window Holdings Limited
Consolidated condensed statement of changes in equi
ty
For the six months ended 30 September 2022
The above information is to be read in conjunction
with the notes to the consolidated
condensed interim financial statements.
6
Notes Issued capital
Retained
earnings
Equity
components
of convertible
notes
Foreign
currency
translation
reserve
Share based
payment
reserve
Total
$
$
$
$
$
$
Trade Window Holdings Limited
Consolidated condensed statement of changes in equi
ty
For the six months ended 30 September 2022
Balance at 1 April 2022
31,333,484
(20,585,200)
-
7,574
88,722
10,844,580
Comprehensive expense for the yearLoss for the year
-
(7,061,445)
-
-
-
(7,061,445)
Other comprehensive income/(expense)
-
-
-
(19,304)
-
(19,304)
-
(7,061,445)
-
(19,304)
-
(7,080,749)
Transactions with owners of the companyIssue of capital/dividend to shareholders
9
9,628,892
-
-
-
-
9,628,892
Adjustment to foreign currency
-
-
-
(74,269)
-
(74,269)
Share options exercised
9
88,871
-
-
-
-
88,871
Equity-settled share based payments
-
-
-
-
(38,470)
(38,470)
9,717,763
-
-
(74,269)
(38,470)
9,605,024
Balance at 30 September 2022 - Unaudited
41,051,247
(27,646,645)
-
(85,999)
50,252
13,368,855
The above information is to be read in conjunction
with the notes to the consolidated
condensed interim financial statements.
7
Notes Issued capital
Retained
earnings
Equity
components
of convertible
notes
Foreign
currency
translation
reserve
Share based
payment
reserve
Total
$
$
$
$
$
$
Trade Window Holdings Limited
Consolidated condensed statement of changes in equi
ty
For the six months ended 30 September 2022
Balance at 1 April 2021
6,147,047
(9,761,442)
6,818,964
4,946
284,625
3,494,140
Comprehensive expense for the yearLoss for the year
-
(10,823,758)
-
-
-
(10,823,758)
Other comprehensive income/(expense)
-
-
-
136
-
136
-
(10,823,758)
-
136
-
(10,823,622)
Transactions with owners of the companyIssue of capital/dividend to shareholders
9
15,092,532
-
-
-
-
15,092,532
Adjustment to foreign currency
-
-
-
2,492
-
2,492
Maturity of convertible notes
9
6,818,964
-
(6,818,964)
-
-
-
Share issue on business acquisitions
2,353,037
-
-
-
-
2,353,037
Share options exercised
9
921,904
-
-
-
-
921,904
Equity-settled share based payments
-
-
-
-
(195,903)
(195,903)
25,186,437
-
(6,818,964)
2,492
(195,903)
18,174,062
Balance at 31 March 2022 - Audited
31,333,484
(20,585,200)
-
7,574
88,722
10,844,580
The above information is to be read in conjunction
with the notes to the consolidated
condensed interim financial statements.
8
6 months to 6 months to 12 months to
Notes 30-Sep-2022 30-Sep-2021 31-Mar-2022
UnauditedUnauditedAudited
$$$
Operating activities
2,310,087 2,077,417 4,039,791
(8,498,855) (5,437,409) (13,203,825)
536,164 (3,215) (7,905)
495,354 510,783 676,126
Net cash to operating activities13(5,157,250) (2,852,424) (8,495,813)
Investing activities
(101,343) (201,779) (240,455)
28,536 - 4,707
- - (100,001)
10(2,500,000) (813,445) (1,538,445)
- - (98,604)
54,737 1,683 12,106
Net cash used in investing activities(2,518,070) (1,013,541) (1,960,692)
Financing activities
(32,800) (19,372) (53,180)
99,628,892 15,000,000 15,000,000
(232,793) (394,318) (616,288)
(250,882) (208,093) (380,563)
142 - 910
- 420,000 1,145,000
- (30,380) (30,380)
(64,253) (36,948) (89,660)
Net cash flows from financing activities9,048,306 14,730,889 14,975,839
Net change in cash and cash equivalents1,372,986 10,864,924 4,519,334
5,932,558 1,413,224 1,413,224
7,305,544 12,278,148 5,932,558
Cash and cash equivalents at the end of
the financial year
Interest paid on lease liability
Trade Window Holdings Limited
Consolidated condensed statement of cash flows
For the six months ended 30 September 2022
Proceeds from/(repayment of) share capital
Repayment of borrowings
Payments for lease liability - principal portion
Proceeds/(repayments) from exercise of
share options
Proceeds from borrowings
Payments to related parties
Interest paid
Purchase of property, plant and equipment
Purchase of intangible assets
Business acquisition
Payments to term deposit
Interest received
Cash and cash equivalents at the beginning
of the period
Cash received from customers
Cash paid to suppliers and employees
Income tax received
Grant income
Proceeds from sale plant and equipment
The above information is to be read in conjunction with the notes to the consolidated
condensed interim financial statements.
9
1
The preparation of the interim financial statements in conformity with NZ IFRS and IFRS requires
management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates. The judgements, estimates and assumptions used in these
interim financial statements are consistent with those from the 31 March 2022 annual financial
statements.
Use of estimates and judgements
Accounting policies
Trade Window Holdings Limited
For the six months ended 30 September 2022
Notes to the consolidated condensed financial statements
General information and statement of compliance
Consolidated condensed interim financial statements for the Group are presented. The consolidated
interim financial statements of Trade Window Holdings Limited (company) as at and for the six
months ended 30 September 2022 comprise of the Company and its subsidiaries (together referred
to as the Group and individually as subsidiaries).
Trade Window Holdings Limited is incorporated and domiciled in New Zealand and is a company
registered under the Companies Act 1993.
Trade Window Holdings Limited (TWHL) is a profit orientated entity.
Trade Window Holdings Limited was incorporated on 10 September 2021 for the purpose of being
the holding company for Trade Window Limited (TWL). Prior to Trade Window Holdings Limited's
incorporation, the Group comprised of TWL and its subsidiaries.
Basis of preparation
These interim financial statements have been prepared consistently with those of the annual financial
statements for the year ended 31 March 2022. The same accounting policies and methods of
computation have been used.
These interim financial statements have been prepared in accordance with IAS 34 Interim Financial
Reporting. They do not include all of the notes normally included in an annual financial report, and
should be read in conjunction with the audited financial statements for the year ended 31 March
2022.
The interim financial statements were authorised for issue by the directors on the date included on
page 2.
The accounting policies set out below have been consistently applied to all periods presented in
these financial statements.
Comparative information
Trade Window Holdings Limited was incorporated as part of the Trade Window listing process. There
was no change operationally and TWHL was effectively inserted above TWL. The comparative
financial statements for the 6 months ended 30 September 2021 are those of TWL and its
subsidiaries only and reflect the fact that the insertion of TWHL is, in substance, a continuation of the
existing group.
10
Trade Window Holdings Limited
For the six months ended 30 September 2022
Notes to the consolidated condensed financial statements
2
However, the Directors consider the Group to be a going concern and believe that the Group will
achieve its financial forecasts and secure projected funding requirements such that the Group will be
able to meet its contractual obligations in the foreseeable future.
Should the Group not raise sufficient equity and/or debt financing to fund projected cashflow deficits,
the Group may not be able to continue as a going concern and realise the value in its assets and
discharge its liabilities in the normal course of business.
As at 30 September 2022 the Group held cash and cash equivalents of $7.3 million (30 September
2021: $12.3 million) and projects adequate cash available through to March 2023. To have sufficient
liquidity for a period of 12 months from the issuance of these financial statements the Group has
forecasted that circa $10 million of additional equity and/or debt will need to be raised, assuming
forecasted revenues and expenditures are realised, and there are no significant acquisitions during
the period.
Key to the financial forecast is relevant assumptions regarding the business and success of its
products, business model, any legal or regulatory restrictions, global economic and geopolitical
factors, financing, and shareholder support, including the future capital raise. The forecast’s
assumptions have been stress tested against a range of scenarios including a reduction in revenue
without commensurate cost cutting, and a reduction in the target for the planned capital raise.
As an early-stage business further capital raising prior to achieving profitability was anticipated and
this was indicated in the Company’s listing profile in November 2021 and the March 2022 Annual
Report.
The Group prepares its financial statements on a going concern basis and expects to be able to
realise its assets and meet its financial obligations in the normal course of business.
The Group is an early-stage organisation that is currently investing heavily in the development and
commercialisation of a Global Trade Platform and as such has reported a loss for the 6 months
ended 30 September 2022 of $7.1 million (30 September 2021: $4.8 million) and operating cash
outflows of $5.2 million (30 September 2021: $2.9 million), and is projected to continue to incur
expenditure in excess of revenue for a period of at least 12 months from the date of issuing these
financial statements. For the Group to continue as a going concern, it is dependent on its ability to
continue to raise significant equity and/or debt funding to support continued development and
commercialisation of its products.
The Directors do acknowledge that until a capital raising is complete, there is material uncertainty
concerning the Group's ability to achieve its financial forecasts which may cast significant doubt on
the Group's ability to maintain sufficient liquidity to continue as a going concern.
Going concern
The company raised capital of $9.6 million (net of capital raise expenses) in July 2022. Management
has been closely monitoring forecasted cash reserves each month with specific regard to the timing
of a future capital raise. In addition, a financial forecast has been prepared until the period ended 31
March 2025. The financial forecast plans to raise sufficient capital to provide liquidity to satisfy the
Group’s financial obligations and comply with the terms of its debt facilities for a period of at least 12
months from the issuance of these financial statements.
11
3
6 months to 6 months to 12 months to
30-Sep-2022 30-Sep-2021 31-Mar-2022
Unaudited UnauditedAudited
$$$
Transactional revenue1,113,839 669,968 1,621,634
Subscription revenue992,409 746,522 1,591,800
Service revenue107,474 155,167 230,004
Installation revenue193,481 230,570 434,179
Total revenue2,407,203 1,802,227 3,877,617
4
Additions:
5
6
7
8
- disposal of intellectual property
- appointment of a liquidator
- company migration or no longer a company
- change of shareholding greater than 90%
During the 6 months ended 30 September 2022 the Group had additions to Software of $2,980,000
and Goodwill of $4,737,200. These arose due to the acquisition of Rfider (see Note 10).
Related party
ASB Bank Limited is a shareholder of the Group. During the period ASB Bank Limited provided
capital of $1,800,000 in exchange for 2,571,429 additional shares as part of the capital raise (see
Note 9).
The Group is in the process of implementing an ERP system. The spend to date is $29,643.
Additional expected expenditure to completion is $214,678. A licensing agreement has been entered
into for 36 months at $8,100 per month, starting from August 2022 and continuing until July 2025.
Contingencies
There are no other contingencies.
Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the six months ended 30 September 2022
Revenue
Intangible assets
There is no significant seasonality or cyclicality of interim operating revenue.
Subsequent events
In August 2022, the Group began the process of winding up Trade Window CNCO PTE. Ltd, a non-
trading wholly owned subsidiary. It is expected to be wound up in November 2022.
There are no other subsequent events after 30 September 2022 that require disclosure.
Commitments
The Group has a contingent liability in September 2022 of $1,035,902 relating to R&D tax losses
cashed out (March 2022: $1,035,902, September 2021: $475,902). This would become payable if
one of the following loss recovery events occurs:
12
9 Share capital
6 months to 6 months to 12 months to 6 months to 6 mont
hs to 12 months to
30-Sep-2022
30-Sep-2021
31-Mar-2022
30-Sep-2022
30-Sep-2021
31-Mar-2022
Number of
shares
Number of
shares
Number of
shares
$
$
$
Shares
86,373,316
5,780,472
5,780,472
31,333,484
6,147,047
6,147,047
14,285,576
1,630,239
1,630,239
9,628,892
15,000,000
15,000,000
-
188,810
267,604
-
1,628,037
2,353,037
145,807
79,721
79,721
88,871
716,262
716,347
-
845,124
845,124
-
6,818,964
6,818,964
-
-
77,428,440
-
-
-
-
-
100,607
-
-
92,532
-
-
241,109
-
-
205,557
Balance at end of period
100,804,699
8,524,366
86,373,316
41,051,247
30,310,310
31,333,484
Shares issued in respect of employee share options exercised
Trade Window Holdings Limited
Notes to the consolidated condensed financial state
ments
For the six months ended 30 September 2022
During July 2022 Trade Window Holdings Limited rais
ed $10,000,000 (2021: $15,000,000) before capital r
aise expenses, by way of a private placement
(issuing 12,857,142 shares) and a Share Purchase Pl
an (issuing 1,428,434 shares).
Shares issued in respect of 10:1 share exchange on formation of TWHL (see Note 1)Staff listing day bonus sharesBalance 1 AprilIssue of ordinary sharesShares issued in respect of business acquisitionsShares issued in respect of employee share options exercised2020 Convertible note exchange
13
10Business acquisitions
Rfider
The details of the business combination are as follows:Sep-2022
$
Fair value of consideration transferred
Amount subject to earn-out based on revenue targets (current)2,376,000
Amount subject to earn-out based on revenue targets (non-current)2,180,000
Amount settled via cash2,500,000
Total fair value of consideration transferred7,056,000
Recognised identifiable net assets
Software2,980,000
Deferred tax liability(666,000)
Plant and equipment4,800
Goodwill4,737,200
Total identifiable net assets7,056,000
Measurement of fair values - The valuation techniques used for measuring the fair value of material
assets acquired in all business acquisitions were as follows:
Plant and equipment - as the value of the tangible assets purchased are immaterial, these have been
recognised at the vendor's book value.
Software - where there is no comparable product which Trade Window could purchase off the shelf to
continue serving its customers, software has been measured based on the estimated development
cost to replicate the acquired software.
These valuations are key accounting estimates.
Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the six months ended 30 September 2022
As part of the recognised identifiable net assets, there is a portion of goodwill which has been
recognised. This is composed of intangible benefits such as sales and product synergies.
With effect from 1 July 2022, the Group acquired the assets of Auckland based software as a service
company, Rfider for a maximum purchase price of NZ$10 million. NZ$2.5 million was paid on
settlement, with up to NZ$7.5 million deferred subject to revenue targets. Rfider has since been
rebranded as "TradeWindow Assure+". The acquisition of Rfider provided the Group with a complete
supply chain transparency solution.
Rfider contributed $50,465 to the consolidated revenue for the 3 months from 1 July 2022 to 30
September 2022. The business did not have a requirement to prepare NZ IFRS financial statements
prior to acquisition.
The strategic rationale for acquiring the business is to integrate into Trade Window’s suite of solutions
and therefore a separate profit and loss is not maintained and impractical to disaggregate.
The fair value of software and other intangible assets have been determined on a provisional basis.
14
11
2019/20 Share option scheme
Number of options
Weighted average
exercise price
Six months ended 30 September 2022
317,311 0.00100
Granted during period- 0.00100
Revoked during period(4,520) 0.00092
Vested & exercised at end of 30 September 2022(145,801) 0.00081
166,990 0.00092
2022 Share option scheme
Number of options
Weighted average
exercise price
Six months ended 30 September 2022
Granted during period1,577,778 0.13310
Vested at end of 30 September 2022- 0.13310
1,577,778 0.13310
The number and weighted average exercise prices of share options under this employee share option
programme as follows:
Outstanding at the beginning of the period
Outstanding at the end of the Period
During the period the Group introduced a share option programme to replace the 2019/20 scheme.
This entitles senior management and select staff to purchase shares in the Company. Under this
programme, options were issued at the equivalent price of $0.74. This price was determined with
reference to TWL’s closing share price on 29 July 2022. Holders of vested options are entitled to
purchase shares at nil exercise price. All options are to be settled by the physical delivery of shares.
Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the six months ended 30 September 2022
Share based payment arrangements
The Group established a share option programme that entitled senior management to purchase shares
in the Company on 31 October 2019, which was revised on 25 March 2020 and 19 November 2021.
Under this programme, holders of vested options are entitled to purchase shares at the exercise price
specified at grant date, subject to being employed by the company on vesting date. All options are to
be settled by the physical delivery of shares. No options were approved to be issued under this scheme
since prior to listing on 19 November 2021.
Outstanding at the end of the Period
Also during the period the Group introduced a share option programme for Non-Executive Directors.
This entitles recipients to purchase shares in the Company. Under this programme, holders of vested
options are entitled to purchase shares at an exercise price equal to the VWAP of TradeWindow
shares over the 20 Business Day period prior to the date of issuance of the Options, subject to a floor
price of $0.70 per share. All options are to be settled by the physical delivery of shares.
The number and weighted average exercise prices of share options under this employee share option
programme as follows:
15
Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the six months ended 30 September 2022
11
Grant Date Number of
instruments
Exercise
price
Vesting
date
Contractual life of
options
Options granted to employees
July 2022 1,169,670 nil 1 July 20255 years
July 202254,054 nil 1 July 20255 years
Sep 202354,054 nil 1 Sep 20235 years
Options granted to non-executive directors
Sep 2022300,000 $0.703 years
1,577,778
The conditions of the share options granted under this share option programme follows:
Vesting conditions
NoneProgressively
over two
years from
grant date.
Share based payment arrangements (continued)
Subject to hurdle rate of
17.5% per annum growth
in the share price, based
on the issue price.
Must be employed by the
company on vesting date.
Options would be pro-
rated if employee resigns
within 12 months from 1
September 2022.
16
12
13Cash flow reconcilliation6 months to6 months to12 months to
30-Sep-202230-Sep-202131-Mar-2021
UnauditedUnauditedAudited
$$$
Net profit (loss) after tax(7,061,445)(4,831,750)(10,823,758)
Classification Differences
- Net finance expense48,331 60,652 169,673
- Loss on disposal(11,218)- 28,296
- Make good provision- - (64,143)
633,359 (60,275)(1,387,913)
- Contract assets(49,610)18,176 (25,880)
- Trade and other payables252,995 506,163 795,343
- Contract liabilities(22,167)332,743 413,774
- Income tax payable(23,836)(3,215)(7,905)
- Other movements(70,397)(18,677)(77,749)
Other non-cash items
1,133,210 712,122 1,666,826
- Employee share scheme13,528 431,637 817,623
Net cash from operating activities(5,157,250)(2,852,424)(8,495,813)
Statement of financial position
movements
- Depreciation, amortisation and
impairment
Trade Window Holdings Limited
Notes to the consolidated condensed financial statements
For the six months ended 30 September 2022
Segment reporting
An operating segment is reported in a manner consistent with the internal reporting provided to the
chief operating decision maker ("CODM") on a monthly basis. The CODM, who is responsible for
allocating resources and assessing performance of the operating segment(s) is part of the senior
leadership team and is involved in strategic decision making of the Group. Management has
determined there is one operating segment based on the reports reviewed by the CODM.
The reason for looking at the business as one segment is because of the inter-related nature of the
services and their dependence on the Trade Window software which cannot be separated between
different products and services. The performance of the operating segment is reviewed by the CODM
and action plans are agreed with the management where necessary to improve performance of the
business.
The reportable operating segment derives its revenues from the provision of software solutions to its
customers. There are no major customers that contribute more than 10% of revenues. The CODM
assesses the performance of the operating segment from revenue to net income. The total revenue,
direct costs, operating expenses, interest and foreign exchange gains and losses, tax and net income
are reviewed.
The amounts reported with respect to segment total assets and liabilities are measured in a manner
consistent with the consolidated statement of financial position. Reportable segment assets and
liabilities are equal to total assets and liabilities hence no reconciliation is required. The majority of the
Group's operations are within New Zealand and there are no other material geographic segments.
- Trade and other receivables
(excluding related party)
17
---
TradeWindow Holdings Limited
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer Trade Window Holdings Limited (“TWL”)
Reporting Period 6 months to 30 September 2022
Previous Reporting Period 6 months to 30 September 2021
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$2,407 Up 34%
Total Revenue $2,681 Up 20%
Net profit/(loss) from
continuing operations
($7,061) Increase of 46%
Total net profit/(loss) ($7,061) Increase of 46%
Interim/Final Dividend
Amount per Quoted Equity
Security
Trade Window is currently investing for future grow and during
this phase does not propose to pay dividends.
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$0.00 $0.12
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
During the period the Company acquired the business & assets
of Rfider. The maximum purchase price was $10m and was
funded by an initial payment of $2.5m in cash and the balance in
TWL shares subject to revenue targets being achieved. Whilst it
will ultimately be settled in shares, the contingent consideration
is accounted for as a liability and thus reduces TWL’s reported
Net Tangible Assets per share. Excluding the contingent
consideration, the NTA per share is $0.04
Authority for this announcement
Name of person
authorised
to make this announcement
Deidre Campbell
Contact person for this
announcement
Deidre Campbell, CFO
Contact phone number 021 272 4008
Contact email address deidre@tradewindow.io
Date of release through MAP
17 November 2022
Unaudited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.