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EROAD is repositioning for a changing environment

Half Year Results24 November 2022ERDIndustrials

Market Release
25 November 2022

EROAD is repositioning for a changing environment


Transportation technology services company EROAD (ASX/NZX: ERD), with its purpose of safer

and more sustainable roads, today released its financial results for the six months ended 30

September 2022.

All numbers are stated in New Zealand dollars (NZ$) and relate to the six months ended 30

September 2022 (H1 FY23), unless stated otherwise. H1 FY23 includes a full six month

contribution from Coretex. Comparisons will be made to both the six months ended 30

September 2021 (H1 FY22) and the six months ended 31 March 2022 (H2 FY22) which

includes a four month contribution from Coretex.


Financial Highlights

• Reported Revenue increased from $48.0m in H1 FY22 to $85.4m for H1 FY23 reflecting

a full six-month contribution from Coretex, one-off acquisition accounting adjustment

of $7.0m relating to the Coretex merger and growth across all markets.

• Annualised Monthly Recurring Revenue increased by $23.7m (18%) from $134.6m in H2

FY22 to $158.3m in H1 FY23 reflecting growth across all markets and a FX benefit of

$13.6m.

• EBIT increased from a loss of $0.4m restated in H1 FY22 to a reported profit of $1.0m.

Normalised

1

EBIT loss increased from $2.5m in H2 FY22 to $3.4m in H1 FY23.

• EROAD remains on track for Normalised

1

Revenue of between $154m - $164m* and,

with management’s focus on cost-cutting initiatives, remains on track for

FY23 Normalised

1

EBIT of between $-5m and breakeven (subject to FX) despite

headwinds.

Strategic Highlights

• Rationalisation of product suite is underway which increases the efficiency and velocity

of EROAD's engineering teams and reduces R&D spend across the platforms.

• Began a cost cutting programme, which will benefit H2 FY23 and beyond.

Further initiatives underway will continue to provide increased opportunity for cost-out

from FY24.


1

Normalised for Non-cash acquisition accounting adjustments and integration costs





• Looking forward, operating cash flow will improve from decreased integration and

personnel costs and forecasted higher revenue.

• New Zealand continues to deliver consistent strong growth with new and

existing customers.

• EROAD has proven the product market fit with the Coretex products by winning

business against some of its strongest competitors in North America.

• EROAD’s pipeline of opportunities remains robust with 22 enterprise customers at the

pilot stage across all the markets, representing some 32,300 contracted units.

• Strategic review focused on profitable growth, with a broader range of commercial

models being unlocked from the Coretex merger.


“I’m proud of the progress the EROAD team has made against our strategic priorities. We

have delivered 18% growth in Annualised Monthly Recurring Revenue (AMRR) from H2 FY22

and won a contract to supply an North America Enterprise customer for over 9,000 trucks,

alongside making progress integrating EROAD and Coretex. We moved early on a cost out

programme to ensure we are able to deliver profitable growth.” says Mark Heine, Chief

Executive Officer.


EROAD Chair Graham Stuart says: “Overall, your Board is responding decisively to

repositioning EROAD to ensure we succeed and deliver to shareholder expectations. With a

sharp focus on shortening investment horizons, we are looking for a quicker return on

investment from R&D spend and undertaking an on-going programme of cost-cutting

initiatives. EROAD’s financial performance for the first half represents a business in

transition. We expect the tough decisions taken during this year will positively impact on

performance in the second half and beyond and, coupled with the outcomes of the strategic

review, will set the business towards profitable growth.”


H1 FY23 financial results reflect a period of transition

Revenue increased from $48.0m in H1 FY22 to $85.4m in H1 FY23 reflecting a full six month

contribution from Coretex, a $7.0m non-cash acquisition accounting revenue relating to the

Coretex merger and growth across all markets. Annualised Monthly Recurring Revenue,

which provides a forward view of on-going revenue, has increased by $23.7m (18%) from

$134.6m in H2 FY22 to $158.3m in H1 FY23 reflecting growth across all markets and a FX

benefit of $13.6m. EROAD continued to execute its growth strategy, growing contracted

units to 217,519 and 1,019 customers adding products and services to their plan such as

Clarity Connect Cameras, Enterprise Data Connector, Logbook and Inspect subscriptions.

New Zealand continues to deliver strong and stable growth. North America saw gross sales of

7,572 units, more than three times that of H1 FY21, with some 75% of new sales coming from

Coretex subscriptions. However, in North America, EROAD continues to be impacted by high

churn in small-to-medium Ehubo customers as a result of the macro-economic conditions and





the increased competitiveness.


EROAD continued to benefit from high asset retention rates for both EROAD and Coretex

customers despite the challenging and competitive environment. EROAD has successfully

renewed 918 customers contracts over H1 FY23, representing some 21,336 contracted units.

This included one of EROAD’s largest North American enterprise customers, ABC Supply, for

over 6,000 subscriptions through to at least August 2024. ABC Supply is one of North

America’s largest wholesale distributors of roofing, siding, and other select exterior and

interior building products, and has been partnering with EROAD since 2019. The team in

North America and Australia have been focused on renewal of contracts as EROAD enters

into a renewal phase for some of EROAD’s larger Enterprise customers in these regions.


Operating expenditure for H1 FY23 was $64.6 million reflective of the additional Coretex

operating expenditure, integration costs of $5.5m, inflation and pressure in the labour

market for specialist skills.


Reported EBITDA increased from $12.3m in H1 FY22 to $20.8m. For H1 FY23, once the one-

off non-cash acquisition accounting revenue and integration costs are excluded, normalised

EBITDA is $16.4m, representing an EBITDA margin of 19%. EBIT increased from a loss of

$0.4m restated in H1 FY22 to a reported profit of $1.0m. Normalised EBIT loss increased

from $2.5m in H2 FY22 to $3.4m in H1 FY23.


EROAD has taken a number of steps in 2022 to reduce its cost base and run the business

more efficiently. While EROAD is only at the start of this journey, a number of meaningful

actions were taken to reduce operating costs for H2 FY23 and beyond including reducing

headcount (net reduction of approximately 40 roles) and operating costs, reducing the

number of office leases and renegotiating contracts with suppliers. It is expected that these

initiatives, together with the completion of the integration and reduction in personnel costs,

will see operating leverage start to improve. Further initiatives underway will continue to

provide further opportunity for cost-out from FY24


As anticipated, research and development spend increased from $13.3m in H1 FY22 to

$20.5m in H1 FY23. EROAD continues to expect to spend around $38m for FY23. EROAD is

focused on increasing the return on investment made in research and development by

rationalising its product suite and increasing the efficiency and velocity of its engineering

teams.


Free cashflows continue to be impacted by a combination of the merger with Coretex, R&D

investment and growth in inventory as global supply chain pressures were addressed. EROAD

renegotiated a new syndicated debt facility of $90m in March 2022 to provide future capacity

to grow. Headroom of around $41.8m as at 30 September 2022 will support the R&D and

integration investment planned for FY23 and fund hardware to enable EROAD to pursue large





Enterprise opportunities.


Delivering progress on strategic initiatives to reposition EROAD

Integration of Coretex, which was almost half the size of EROAD, has been a key focus

following the completion of the merger in November 2021. The integrated platform is

expected to be live by the end of 2022, with the focus then on integrating Clarity Dashcam

and the US tax products in the first quarter of 2023. Work will also begin on simplifying the

platforms with a single ingestion engine for multiple telematics device types, reducing SaaS

overhead and improving performance of the platforms in the medium term.


With the expanded portfolio of products and capabilities, following the merger with Coretex,

EROAD is now beginning to convert its pipeline to sales in the North American market,

proving the product market fit with CoreHub. North America saw gross sales of 7,572, more

than 3 times that of H1 FY21, with some 75% of new sales coming from Coretex subscriptions.

However, in North America, EROAD continues to be impacted by high churn in small-to-

medium Ehubo customers as a result of the macro-economic conditions and the increased

competitiveness. Following a rigorous and competitive procurement process lasting 18

months, earlier this month EROAD was awarded a contract to supply its CoreHub technology

and SaaS solutions to North American foodservice operator Sysco for over 9,000 trucks, with

further growth potential. EROAD and Sysco will work together to rollout EROAD’s solutions

across the next 12 months. Sysco will utilise EROAD’s fully integrated solutions to provide

supply chain assurance for critical food service distribution throughout North America.


EROAD continued to benefit from high asset retention rates for both EROAD and Coretex

customers despite the challenging and competitive environment. EROAD has successfully

renewed 918 customers contracts over H1 FY23, representing some 21,336 contracted units.

This includes one of EROAD’s largest North American Enterprise customers, ABC Supply, for

over 6,000 subscriptions through to at least August 2024. ABC Supply is one of North

America’s largest wholesale distributors of roofing, siding, and other select exterior and

interior building products, and has been partnering with EROAD since 2019. The teams in

North America and Australia have been focused on renewal of contracts as EROAD enters

into a renewal phase for some of its larger Enterprise customers in these regions.


The Board of EROAD has appointed an external consultant to assist with a thorough strategic

review. The strategy review is looking to build on the progress made in H1 FY23 towards

profitable growth. The review looks to build on the cost-out initiatives already implemented

in H1 FY23, alongside further rationalisation of products. A key focus for EROAD is the North

America market, and this review is working towards a more focused and disciplined market

strategy. EROAD will conclude the strategy review before the end of FY23 and provide a

more detailed update to the market.






Looking forward

EROAD today reconfirms guidance provided to the market as part of its market update on 7

November 2022. With more clarity around the conversion of the North American enterprise

pipeline, the FY23 revenue guidance was narrowed to between $154m - $164m subject to FX

movements (previous guidance $150m - $170m). EROAD has a number of headwinds on

operating costs, however management has been focused on cost reduction initiatives to help

offset the impact of inflationary and supply chain pressures to ensure EROAD remains on

track to achieve a FY23 Normalised EBIT of between $-5m and breakeven.


EROAD expects Revenue growth momentum to continue to build in FY23 and beyond

reflecting continued strong growth in New Zealand and the improved product market fit with

the CoreHub product in North America. The Enterprise pipeline remains robust with a total

of 22 Enterprise customers at the pilot stage across all the markets, representing some

32,300 contracted units. EROAD expects revenue growth will continue to reflect the lumpy

nature of enterprise sales and the phasing of the hardware roll-outs. The key focus for the

second half of FY23 will also be the retention and renewal of EROAD’s large North American

and Australian Enterprise customers.


Times are tough for most businesses and industries, as such it’s not surprising that buying

decisions are just taking longer, which we expect will push out the timing to reach EROAD’s

$250m revenue target beyond FY25. EROAD continues to have significant growth

opportunities as it is beginning to see the benefits of the improved market fit of Coretex

products with higher gross sales in North America and good conversion of pilot opportunities

to sales. Businesses continue to increasing their demand for solutions focused on

sustainability, data and managing assets.


Ends


Authorised for release to the NZX and ASX by EROAD’s Board of Directors.


Webinar details:


EROAD’s Chief Executive Officer, Mark Heine, and Acting Chief Financial Officer, Margaret

Delany, will give a presentation on the company's financial and operational performance for

H1 FY23 via a webinar commencing on Friday 25 November 2022 at 11:00am NZT.

Register in advance for this webinar:

Topic: EROAD H1 FY23 Financial Results Announcement

When: November 25, 2022

Time: 11:00 AM NZT

Register in advance for this webinar:

https://us02web.zoom.us/webinar/register/WN rXDI0XdTd2LRf4AWduN5






After registering, you will receive a confirmation email containing information about joining the webinar.

A replay of this conference call will be available once it has been uploaded to the EROAD website under

‘presentations’ on https://www.eroadglobal.com/global/investors/



Investor enquires please contact:

Anna Bonney

Investor Relations

+64 21844155

anna@merlinconsulting.co.nz

For Media enquiries please contact:

Hugo Shanahan

Hugo@shanahan.nz


Non-GAAP Measures

EROAD has used non-GAAP measures when discussing financial performance in this

document. The directors and management believe that these measures provide useful

information as they are used internally to evaluate performance of business units, to

establish operational goals and to allocate resources. Non-GAAP measures are not prepared

in accordance with NZ IFRS (New Zealand International Financial Reporting Standards) and

are not uniformly defined, therefore the non-GAAP measures reported in this document may

not be comparable with those that other companies report and should not be viewed in

isolation or considered as a substitute for measures reported by EROAD in accordance with

NZ IFRS.


The non-GAAP measures EROAD have used are Annualised Monthly Recurring Revenue

(AMRR), Costs to Acquire Customers (CAC), Costs to Service & Support (CTS), EBITDA,

Normalised EBITDA, EBITDA margin, Normalised EBITDA margin, Normalised Revenue, Free

Cash Flow and Future Contracted Income (FCI).

---

Results for announcement to the market
Name of issuer EROAD Limited

Reporting Period 6 months to 30 September 2022

Previous Reporting Period 6 months to 30 September 2021

Currency New Zealand Dollars

Amount (000s) Percentage change

Revenue from continuing

operations

$78,452 63%

Total Revenue $85,407 78%

Net profit/(loss) from

continuing operations

$552 -120%

Total net profit/(loss) -$5742 114%

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividend declared

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

$0.16 $1.27

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

For commentary on the result, please refer to the Interim Report

for the six months ended 30 September 2022.

Authority for this announcement

Name of person authorised

to make this announcement

Margaret Warrington

Contact person for this

announcement

Margaret Warrington

Contact phone number

(

09) 927 4700

Contact email address Margaret.warrington@eroad.com

Date of release through MAP 25 November 2022


Audited financial statements for the half year ended 30 September 2022 accompany

this announcement.


TEL +64 9 927 4700 PO Box 305 394


FAX +64 9 927 4701 Triton Plaza, North Shore 0757 Page 1

FREE 0800 4 EROAD Auckland, New Zealand eroad.co.nz

---

2023
Interim

Report

PAGE 2 PAGE 3
PAGE 4

Letter from the Chair

PAGE 6

Letter from the Chief Executive Officer

PAGE 14

Financial Statements

PAGE 37

Independent Review Report

PAGE 39

Directory

Contents

Non-GAAP Measures

EROAD has used non-GAAP measures when discussing financial performance

in this document. The directors and management believe that these measures

provide useful information as they are used internally to evaluate performance

of business units, to establish operational goals and to allocate resources.

Non-GAAP measures are not prepared in accordance with NZ IFRS (New

Zealand International Financial Reporting Standards) and are not uniformly

defined, therefore the non-GAAP measures reported in this document may

not be comparable with those that other companies report and should not

be viewed in isolation or considered as a substitute for measures reported by

EROAD in accordance with NZ IFRS.

The non-GAAP measures EROAD have used are, Annualised Monthly

Recurring Revenue (AMRR), Costs to Acquire Customers (CAC), Costs to

Service & Support (CTS), EBITDA, Normalised EBITDA, EBITDA margin,

Normalised EBITDA margin, Normalised Revenue, Free Cash Flow and Future

Contracted Income (FCI).

2023 INTERIM REPORT | EROAD
PAGE 4

LETTER FROM THE CHAIR

PAGE 5

Graham Stuart

Chairman

Letter

from

the Chair

The capital markets have turned,

particularly for SaaS technology stocks.

In addition to this, EROAD’s share price

has continued to track under the indices

for technology stocks. Capital is scarcer

and more expensive.

Overall, your Board is responding

decisively to this new reality by

repositioning EROAD to ensure we

succeed and deliver to shareholder

expectations. With a sharp focus

on shortening investment horizons,

we are looking for a quicker return

on investment from R&D spend and

undertaking an on-going programme of

cost-cutting initiatives.

In addition, we have appointed an

external consultant to assist with

a thorough strategic review. The

strategy review is looking to build on

the progress made in H1 FY23 towards

profitable growth. The review looks to

build on the cost-out initiatives already

implemented in H1 FY23, alongside

further rationalisation of products and

narrowing of focus of which products

are brought to the market. A key

focus for EROAD is the North America

market, and this review is working

towards a more focused and disciplined

market strategy. EROAD will conclude

the strategy review before the end

of FY23 and provide a more detailed

update to the market.

In June, we appointed Mark Heine as

Chief Executive Officer. The Board

is pleased that staff are responding

positively to this change and, under

Mark’s leadership, EROAD is sharpening

its focus on profitable growth and

following through to make the tough

choices that are needed.

The integration of Coretex is well

progressed and we have proven the

product market fit with the CoreHub

product and 360 platform by winning

business against some of our strongest

competitors. While we continue to be

impacted by high churn from our small-

to-medium Ehubo North American

customers, our New Zealand and

Australian businesses continue to track

well against our expectations.

The group’s financial performance

for the first half represents a business

in transition. We expect the tough

decisions taken during this year will

positively impact on performance in the

second half and beyond and, coupled

with the outcomes of the strategic

review, will set the business towards

profitable growth.

Thank for you your continued support

and patience with EROAD as we take

the actions needed by us to drive

shareholder value going forward.

The past half year has been challenging for EROAD and

its shareholders. In addition to navigating through the

major transition of integrating a company almost half its

size, EROAD is now operating in a very different macro-

economic environment.

2023 INTERIM REPORT | EROAD
PAGE 6 PAGE 7

LETTER FROM THE CHIEF EXECUTIVE OFFICER

I’m proud of the progress the EROAD team has

made against our strategic priorities. We have

delivered 18% growth in Annualised Monthly

Recurring Revenue (AMRR) from H2 FY22 and won

a contract to supply a North America Enterprise

customer for over 9,000 trucks, alongside making

progress integrating EROAD and Coretex.

We moved early on a cost-out programme, which

included a reduction in headcount, to ensure we can

deliver profitable growth.

We are facing up to the significantly changing

market environment we now operate in and are

looking to better position the business to capture

attractive growth opportunities across our markets.

Letter Letter

from from

the CEO the CEO

2023 INTERIM REPORT | EROAD
PAGE 8 PAGE 9

LETTER FROM THE CHIEF EXECUTIVE OFFICER

Read more about our

Financial results in

H1 FY23 Investor Presentation

Revenue increased from $48.0m in H1

FY22 to $85.4m in H1 FY23 reflecting

a full six month contribution from

Coretex, a $7.0m non-cash acquisition

accounting revenue relating to the

Coretex merger and growth across all

markets. Annualised Monthly Recurring

Revenue, which provides a forward

view of on-going revenue, increased

18% from H2 FY22 to $158.3m in H1

FY23 reflecting growth across all

markets and a FX benefit of $13.6m.

EROAD continued to execute its

growth strategy, growing contracted

units to 217,519 and 1,019 customers

adding products and services to their

plan, such as Clarity Connect Cameras,

Enterprise Data Connector, Logbook

and Inspect subscriptions.

New Zealand continues to deliver

strong and stable growth. North

America saw gross sales of 7,572 units,

more than three times that of H1 FY21,

with some 75% of new sales coming

from Coretex subscriptions. However,

in North America, EROAD continues to

be impacted by high churn in small-to-

medium Ehubo customers as a result

of the macro-economic conditions and

increased competitiveness.

*Normalised for Non-cash acquisition accounting adjustments and integration costs.

We continue to benefit from high

asset retention rates for both EROAD

and Coretex customers. During H1

FY23, we have successfully renewed

918 customer contracts, representing

some 21,336 contracted units. This

includes one of EROAD’s largest North

American enterprise customers, ABC

Supply, for over 6,000 subscriptions

through to at least August 2024. ABC

Supply is one of North America’s

largest wholesale distributors of

roofing, siding, and other select exterior

and interior building products, and has

been partnering with EROAD since

2019. Our teams in North America

and Australia have been focused on

retention and renewal of contracts as

we enter into a renewal phase for some

of the larger Enterprise customers in

these regions.

Operating expenditure for H1 FY23 was

$64.6 million reflective of the additional

Coretex operating expenditure,

integration costs of $5.5m, inflation

and pressure in the labour market for

specialist skills.

Reported EBITDA increased from

$12.3m (restated) in H1 FY22 to

$20.8m. For H1 FY23, once the one-

off non-cash acquisition accounting

revenue and integration costs are

excluded, normalised EBITDA is $16.4m,

representing an EBITDA margin of

19%. EBIT increased from a loss of

$0.4m in H1 FY22 to a profit of $1.0m.

Normalised* EBIT improved from a loss

of $2.5m in H2 FY22 to a loss of $3.4m

in H1 FY23.

As anticipated, research and

development spend increased from

$13.3m in H1 FY22 to $20.5m in H1

FY23. EROAD continues to expect

to spend around $38m for FY23.

EROAD is focused on increasing the

return on investment made in research

and development by rationalising

its product suite and increasing

the efficiency and velocity of its

engineering teams.

Free cashflows continue to be

impacted by a combination of the

merger with Coretex, R&D investment

and growth in inventory as global

supply chain pressures were addressed.

EROAD renegotiated a new syndicated

debt facility of $90m in March 2022

to provide future capacity to grow.

Headroom of around $41.8m as at 30

September 2022 will support the R&D

and integration investment planned

for FY23 and fund hardware to enable

EROAD to pursue large Enterprise

opportunities.

H1 FY23

Financial

results reflect

a business

in transition

2023 INTERIM REPORT | EROAD
PAGE 10 PAGE 11

LETTER FROM THE CHIEF EXECUTIVE OFFICER

Integration of Coretex has been a

key focus this year. The integrated

platform is expected to be live by the

end of 2022, with the focus then on

integrating Clarity Dashcam and the

US tax products in the first quarter

of 2023. Work will also begin on

simplifying our platform with a single

ingestion engine for multiple telematics

device types - reducing the number

of platforms and thus reducing SaaS

overhead and improving performance

in the medium term.

With our expanded portfolio of

products and capabilities, we are now

beginning to convert our pipeline

to sales in the challenging and

competitive North American market.

Following a rigorous competitive

procurement process lasting 18 months,

earlier this month EROAD was awarded

a contract to supply its in-cab CoreHub

technology and SaaS solutions to

Delivering progress on

strategic initiatives to

reposition EROAD

North American foodservice operator

Sysco for over 9,000 trucks with

further growth potential. EROAD and

Sysco will work together to rollout

EROAD’s solutions across the next 12

months. Sysco will utilise EROAD’s fully

integrated solutions to provide supply

chain assurance for critical food service

distribution throughout North America.

EROAD has taken a number of steps

in 2022 to reduce its cost base and

run the business more efficiently.

While EROAD is only at the start of

this journey, a number of meaningful

actions were taken to reduce operating

costs for H2 FY23 and beyond,

including reducing headcount (net

reduction of approximately 40

roles) and operating costs, reducing

the number of office leases and

renegotiating contracts with suppliers.

It is expected that these initiatives,

together with the completion of the

integration and reduction in personnel

costs, will see operating leverage start

to improve. Further initiatives underway

will continue to provide further

opportunity for cost-out from FY24.

Any major merger and leadership

change requires a dedicated focus on

people, communication and change

management to maintain engagement.

Focus has been on building a shared

culture which builds on the strengths

of EROAD and Coretex cultures with

several initiatives underway, alongside

a concentrated effort to get staff back

into the office post COVID. We have a

talented and capable team, and one

of my own focus areas is to ensure the

team feels empowered to drive the

strategy in the right direction.

2023 INTERIM REPORT | EROAD
PAGE 12 PAGE 13

LETTER FROM THE CHIEF EXECUTIVE OFFICER

Mark Heine

Chief Executive Officer

Looking Forward

We have today reconfirmed guidance

provided as part of our market update

on 7 November 2022. With more clarity

around the conversion of the North

American enterprise pipeline, the FY23

revenue guidance was narrowed to

between $154m - $164m subject to FX

movements (previous guidance $150m

- $170m). EROAD has a number of

headwinds on operating costs, however

we have been focused on cost reduction

initiatives to help offset the impact of

inflationary and supply chain pressures

to ensure we remain on track to achieve

FY23 Normalised EBIT of between $-5m

and breakeven.

Revenue growth momentum is

expected to continue to build in FY23

and beyond reflecting continued

strong growth in New Zealand and the

improved product market fit with the

CoreHub product in North America.

The enterprise pipeline remains robust

with a total of 22 Enterprise customers

at the pilot stage across all the markets,

representing some 32,300 contracted

units. We expect revenue growth will

continue to reflect the lumpy nature

of Enterprise sales and the phasing of

the hardware roll-outs. The key focus

for the second half of FY23 will also be

on the retention and growth of existing

Enterprise accounts.

Times are tough for most businesses

and industries, as such it’s not surprising

that buying decisions are just taking

longer, which we expect will push out

the timing to reach EROAD’s $250m

revenue target beyond FY25. However,

EROAD continues to have significant

growth opportunities as it is beginning

to see the benefits of the improved

market fit of Coretex products with

higher gross sales in North America and

good conversion of pilot opportunities

to sales. Businesses continue to increase

their demand for solutions focused on

sustainability, data and managing assets.

We look forward to updating the market

with more detail on the outcomes of our

strategy review next year.

2023 INTERIM REPORT | EROAD
PAGE 14 PAGE 15

FINANCIAL STATEMENTS

Condensed consolidated statement of Comprehensive Income

For the six months ended 30 September 2022


GROUP30 SEPTEMBER 2022

RESTATED

30 SEPTEMBER 2021

Notes

Unaudited

$M's

Unaudited

$M’s

Revenue2 85.4 48.0

Operating expenses (64.6) (35.7)

Earnings before interest, taxation, depreciation

and amortisation

20.8 12.3

Depreciation of property, plant and equipment5 (8.0) (5.0)

Amortisation of intangible assets6 (8.1) (4.4)

Amortisation of contract and customer aquisition assets (3.7) (3.3)

Earnings/(loss) before interest and taxation 1.0 (0.4)

Finance expense (3.7) (1.5)

Finance income - 0.4

Net financing costs (3.7) (1.1)

Loss before tax (2.7) (1.5)

Income tax benefit/(expense)7 3.3 (1.3)

Profit/(loss) after tax for the period attributable to the

shareholders

0.6 (2.8)

Other comprehensive income

Items that are or may be reclassified subsequently

to profit or loss

5.0 0.4

Total comprehensive profit/(loss) for the period 5.6 (2.4)

Earnings/(loss) per share - Basic (cents) 0.50 (3.24)

Earnings /(loss) per share - Diluted (cents) 0.49 (3.24)

The above Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.


Financial

Statements

2023 INTERIM REPORT | EROAD
PAGE 16 PAGE 17

FINANCIAL STATEMENTS

Condensed consolidated statement of Financial Position

As at 30 September 2022

30 SEPTEMBER 202231 MARCH 2022

Notes

Unaudited

$M's

Audited

$M’s

CURRENT ASSETS

Cash and cash equivalents 4.4 13.9

Restricted bank accounts 10.2 14.7

Trade and other receivables 35.6 27. 2

Contract fulfilment costs 4.5 3.6

Costs to obtain contracts 2.3 2.1

Total current assets 57.0 61.5

NON-CURRENT ASSETS

Property, plant and equipment5 74.3 61.7

Intangible assets6 236.7 228.4

Contract fulfilment costs 3.8 3.3

Costs to obtain contracts 2.2 1.9

Deferred tax assets 15.7 10.3

Total Non-Current Assets 332.7 305.6

Total assets 389.7 3 67.1

Condensed consolidated statement of Financial Position (continued)

As at 30 September 2022

30 SEPTEMBER 202231 MARCH 2022

Notes

Unaudited

$M's

Audited

$M’s

CURRENT LIABILITIES

Borrowings8 17.5 2.1

Trade payables and accruals 31.5 37.1

Payables to transport agencies 10.4 15.0

Contract liabilities 9.6 5.7

Lease liabilities 1.6 1.4

Employee entitlements 5.0 4.6

Total current liabilities75.665.9

NON-CURRENT LIABILITIES

Borrowings8 30.0 30.0

Contract liabilities 9.2 6.2

Lease liabilities 4.1 4.3

Derivative financial liabilities 0.2 0.2

Deferred tax liabilities 17.3 12.8

Total non-current liabilities 60.8 53.5

Total liabilities 136.4 119.4

Net assets 253.3 247.7

EQUITY

Share Capital4 294.8 293.3

Share capital Premium/Discount (6.5)(6.5)

Other reserves 1.3 (3.7)

Accumulated losses (36.3)(35.4)

Total shareholders' equity 253.3 247.7

The above Condensed Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.


Chairman,

25 November 2022

Chair of the Finance, Risk and Audit Committee,

25 November 2022

2023 INTERIM REPORT | EROAD
PAGE 18 PAGE 19

FINANCIAL STATEMENTS

Condensed consolidated statement of Changes in Equity

For the six months ended 30 September 2022

Share

Capital

Share

Premium

/ Discount

Accumulated

loss

Transalation

Reserve

Hedging

ReserveTotal

Restated balance as at

31 March 2021 (Audited)

131.7- (26.2)(3.4)- 102.1

Restated loss after tax for

the period

- - (2.8) - - (2.8)

Other comprehensive

income

- - - 0.4 - 0.4

Transactions with owners

of the Company

Equity settled share-based

payments

0.8- (0.6)-- 0.2

Share capital issued 80.3 ---- 80.3

Restated Balance as

at 30 September 2021

(Unaudited)

212.8 - (29.6) (3.0) - 180.2

Balance as at 31 March

2022 (Audited)

293.3 (6.5) (35.4) (3.5) (0.2) 247.7

Profit after tax for the

period

- - 0.6 - - 0.6

Other comprehensive

income

- - - 5.0 - 5.0

Transactions with owners

of the Company

Equity settled share-based

payments

1.5 - (1.5) - - -

Balance as at 30

September 2022

(Unaudited)

294.8 (6.5) (36.3) 1.5 (0.2) 253.3

The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.


Consolidated statement of Cash Flows

For the six months ended 30 September 2022

30 SEPTEMBER 202230 SEPTEMBER 2021

Notes

Unaudited

$M's

Unaudited

$M’s

Cash flows from operating

Cash received from customers 78.0 43.9

Payments to suppliers and employees (64.4)(32.9)

Interest received - 0.1

Interest paid (1.7)(1.3)

Income taxes paid - -

Net cash inflow from operating activities 11.9 9.8

Cash flows from investing

Payments for investment in property, plant & equipment (14.3)(9.5)

Payments for investment in intangible assets (16.1)(11.8)

Payments for investment in contract fulfilment assets (3.6)(2.6)

Payments for investment in customer acquisition assets (1.3)(1.7)

Net cash outflow from investing activities (35.3)(25.6)

Cash flows from financing

Receipts from bank loans 24.5 0.1

Repayments of bank loans (9.0)(2.5)

Payment of lease liability (1.2)(0.8)

Receipts from issue of equity - 84.7

Payments for costs of raising equity - (3.5)

Net cash inflow from financing activities 14.3 78.0

Net increase (decrease) in cash held (9.1)62.2

Cash at the beginning of the financial period 13.9 57.1

Effects of exchange rate changes on cash and

cash equivalents

(0.4)-

Closing cash and cash equivalents 4.4 119.3

The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

2023 INTERIM REPORT | EROAD
PAGE 20 PAGE 21

NOTES TO FINANCIAL STATEMENTS

Reconciliation of Operating Cash Flows with reported loss after tax

For the six months ended 30 September 2022

30 SEPTEMBER 2022RESTATED

30 SEPTEMBER 2021

Notes

Unaudited

$M's

Unaudited

$M’s

(Loss)/Profit after tax for the six month period

attributable to the shareholders

0.6 (2.8)

Add/(less) non-cash items

Tax asset recognised (3.3) 1.2

Depreciation and amortisation 19.8 12.7

Other non-cash expenses/(income) 0.9 (0.8)

Contingent consideration (6.3) -

11.1 13.1

Add/(less) movements in other working capital items

(Increase)/decrease in trade and other receivables (6.3) (4.2)

Increase/(decrease) in current tax payables- -

Increase/(decrease) in contract liabilities 5.9 0.5

Increase/(decrease) in trade payables, interest payable

and accruals

0.6 3.2

0.2 (0.5)

Net cash from operating activities 11.9 9.8

The above Condensed Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.


Notes to the Financial Statements

For the six months ended 30 September 2022

NOTE 1 SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES

The consolidated interim financial statements presented for the six months ended 30 September 2022 are for EROAD Limited

(EROAD), and its subsidiaries (collectively referred to as the “Group”). The Group provides electronic on-board units and software

as a service to the transport industry.

EROAD Limited (the “Company”) is a company domiciled in New Zealand registered under the Companies Act 1993 and listed

on the New Zealand Stock Exchange (NZX) Main Board and Australian Stock Exchange (ASX). The Company is a FMC reporting

entity for the purposes of the Financial Markets Conduct Act 2013.

The consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Practice

in New Zealand (NZ GAAP). NZ GAAP in this instance being New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) as appropriate for profit-oriented entities. These consolidated interim financial statements also comply with

the New Zealand equivalent to International Accounting Standard 34: Interim Financial Reporting (NZ IAS 34), and International

Accounting Standard 34: Interim Financial Reporting (IAS 34) and are prepared in accordance with the Financial Markets Conduct

Act 2013.

The consolidated interim financial statements for the six months ended 30 September 2022 are unaudited and have been

the subject of review by the auditor, pursuant to NZ SRE 2410 (Revised): Review of Financial Statements Performed by the

Independent Auditor of the Entity as issued by the External Reporting Board.

These consolidated interim financial statements have been prepared using the same accounting policies as, and should be read

in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended 31 March 2022 (‘last

annual financial statements’). These consolidated interim financial statements do not include all of the information required for a

complete set of NZ IFRS financial statements. However, selected explanatory notes are included to explain events and transactions

that are significant to an understanding of changes in the Group’s financial position and performance since the last annual

financial statements.

These financial statements have been approved for issue by the Board of Directors on 25 November 2022.

(a) Going concern

As at balance the Group’s current liabilities exceeded its current assets by $18.6 million.The $18.6 million includes an estimated

$12.2 million of contingent consideration payable in cash and shares and $9.6 million of contract liabilities. The directors have

carefully considered the ability of the Group to continue to operate as a going concern for at least the next 12 months from the

date the financial statements are authorised for issue. It is the conclusion of the directors that the Group will continue to operate

as a going concern and the financial statements have been prepared on that basis.

In reaching their conclusion the directors have considered the following factors:

-Cash reserves as at 30 September 2022 of $4.4M and bank borrowing facility of $90M of which $41.8M was undrawn as at

30 September 2022 after including borrowing costs of $0.7M. This provides sufficient level of headroom to help support the

business for at least the next 12 months from the date of issuance of these financial statements;

- The Future Contracted Income of $215.7M provides certainty of forecast revenue; and

-The directors have made due enquiry into the appropriateness of the assumptions underlying the budgetary forecasts.

(b) Basis of measurement

The financial statements are prepared on the historical cost basis, except for certain financial instruments carried at fair value.

(c) Presentation currency

The financial statements are presented in New Zealand dollars ($) which is the Group’s presentation currency, and all values are

rounded to million dollars to one decimal place ($M’s) except where stated. Items included in the financial statements of each

of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the

“functional currency”). The functional currency of the Company and its New Zealand subsidiaries is New Zealand dollars. The

functional currency of the Company’s Australian and North American subsidiaries are Australian dollars and United States dollars

respectively.

2023 INTERIM REPORT | EROAD
PAGE 22 PAGE 23

NOTES TO FINANCIAL STATEMENTS

NOTE 1 SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)

(d) Standards or interpretations issued but not yet effective and relevant to the Group

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning on or after a

1 April 2022.

The Group has not adopted, and currently does not anticipate adopting, any standards prior to their effective dates.

(e) Critical accounting estimates and judgements

In applying the Group’s accounting policies, management continually evaluates judgements, estimates and assumptions based

on experience and other factors, including expectations of future events that may have an impact on the Group. All judgements,

estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to the

Group. Actual results may differ from the judgements, estimates and assumptions.

The significant judgements, estimates and assumptions made by management in the preparation of these financial statements are

outlined within the financial statement notes to which they relate. These are :

-Recognition of deferred tax assets

-Impairment testing – key assumptions underlying recoverable amounts, including recoverability of development costs

-Capitalisation of development costs

-Fair value of contingent consideration

(f) Restrospective restatement

In the period ended 31 March 2022 the Group revised its accounting policy in relation to upfront configuration and customisation

costs incurred in implementing Saas arrangements in response to the IFRIC agenda decision clarifying its interpretation of how

current accounting standards apply to these types of arrangements. Refer to the full year 31 March 2022 financial statements for

the full details.

The impact of the cloud accounting changes have now been considered in the comparatives and are reflected in these accounts.

The comparative financial information has been restated to account for the impact of the change in accounting policy, as follows:

Statement of comprehensive income

30 SEPTEMBER

2021 PREVIOUSLY REPORTED

ADJUSTMENTSRESTATED

30 SEPTEMBER 2021

$M's$M’s$M’s

Operating expenses (35.4) (0.3) (35.7)

Amortisation of intangible assets (4.8) 0.4 (4.4)

Loss before tax (1.6) 0.1 (1.5)

Income tax expense (1.3) - (1.3)

Loss after tax for the period

attributable to the shareholders

(2.9) 0.1 (2.8)

(g) Acquisition of subsidiary update

Provisional values

There have been no changes made as yet to the provisional values reported at 31 March 2022. Refer to the full year 31 March 2022

financial statements for further details on the provisional amounts recorded.

Contingent consideration

On 1 December 2021, the Group acquired 100% of the shares and voting interests in Coretex Limited, a telematics vertical specialist

provider delivering enterprise grade solutions, this transaction was reported in the Group’s full year financial statements at 31

March 2022. For further details on the transaction please refer to those accounts.

As part of the acquisition the Group agreed to pay the selling shareholders in 12 months from transaction completion additional

consideration of $14.5 million in cash and a maximum of 2,683,000 of ordinary shares based on the satisfaction of customer

retention and platform suitability performance criteria. The contingent consideration was included in the transaction as both an

incentive and protection to the respective parties to the transaction.

NOTE 1 SUMMARY OF SIGNIFICANT GROUP ACCOUNTING POLICIES (CONTINUED)

Assuming all criteria are met, the maximum contingent consideration payable is $14.5 million in cash and 2,683,000 shares.

Contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration

that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted

for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent

changes in the fair value of the contingent consideration are recognised in profit or loss.

The Group included in its accounts, $26.4 million as contingent consideration, which represents its estimated fair value at the date

of acquisition. At 31 March 2022, the contingent consideration estimate had decreased by $0.9 million due to remeasurement. At

30 September 2022, the contingent consideration estimate has decreased further by $6.3 million to $19.2 million under the fair

value remeasurement requirements.

The fair value of contingent consideration at 30 September 2022 includes an estimated $9.0 million to be settled in shares, of

which $7.0 million has been recognised as equity within Share Premium/Discount reserve as the number of shares that will be

issued is fixed depending on the achievement of certain platform suitability targets, and $2.0 million has been recognised as

a liability within Trade Payables and accruals as the number of shares that will be issued is variable based on the outcome of

customer retention performance targets.

2023 INTERIM REPORT | EROAD
PAGE 24 PAGE 25

NOTES TO FINANCIAL STATEMENTS

NOTE 2 REVENUE

GROUP30 SEPTEMBER 202230 SEPTEMBER 2021


Unaudited

$M’s

Unaudited

$M’s

Revenue from contracts with customers

Software as a Service (Saas) revenue71.345.2

Hardware revenue (subscription basis)2.7-

Other

Transaction fee revenue1.71.4

Other revenue and income8.90.7

Grant income0.80.7

Total revenues85.448.0

Set out above is the disaggregation of the Group’s revenue. The disaggregation reflects the nature, amount, timing and

uncertainty of revenue and cash flows are affected by economic factors. Specifically, software as a service (SaaS) revenue

represents revenue earned from customer contracts for the sale or rental of hardware, installation services, training and support

services and provision of software services. Transaction fee revenue relates to the collection of Road User Charges (RUC) fees.

Hardware revenue (subscription basis)

Hardware revenue with no contractual term for Saas is recognised when control of the goods has transferred, being when the

goods have been shipped to the specified location. Hardware revenue reflects hardware sales where a subscription must be

separately purchased to utilise the hardware and obtain access to the services. A receivable is recognised by the Group when

the goods are delivered as this represents point in time at which the right to consideration becomes unconditional, as only the

passage of time is required before payment is due.

Transaction price allocated to the remaining performance obligations

The below table represents the revenue allocated to performance obligations that are unsatisfied or partially unsatisfied at the

period end. The revenue amounts yet to be recognised under non-cancellable contract agreements at 30 September 2022 are

expected to be recognised by EROAD based on the time bands disclosed below.

GROUP30 SEPTEMBER 202230 SEPTEMBER 2021


Unaudited

$M’s

Unaudited

$M’s

Software as a Service (Saas) revenue

No later than one year98.9 70.2

Later than one year no later than five years116.8 78.9

Total price allocated to remaining performance obligations 215.7 149.1

The Group reports the Non-GAAP measure, Future Contracted Income. The definition of Future Contracted Income includes all future

hardware and SaaS cash inflows relating to income under non-cancellable long-term agreements. The disclosure above aligns with

the Future Contracted Income reported by the Group.

Software as a Service (Saas) revenue

The Group has determined EROAD’s customers do not have the right to direct the use of EROAD’s asset (Ehubo, Corehub/THU1500)

as EROAD continues to have the right and ability to change how the asset operates during the customer’s contract period. These

contracts are therefore accounted for as service contracts. The Group generates revenue through the sale of hardware assets, rental

of hardware assets, installation of hardware assets and provision of software services as part of contracts with customers as part of

a bundled package. These hardware units enable customers to access the software platform offered by the Group. The transaction

involving hardware and accessories do not convey a distinct good or service. The sale does not transfer control to the customer as

the Group provides a significant service of integrating the software service to produce a combined output.

NOTE 2 REVENUE (CONTINUED)

The sale of the hardware, accessories and software service are referred to as Software as a Service (SaaS) revenue, which is

recognised on a straight line basis over the contract period to reflect the fulfilment of the performance obligations as they arise.

There are no variable consideration terms within the contracts.

A contract liability is recognised where consideration is received in advance of the completion of associated performance

obligations. The contract liability is derecognised over time. As a result there is a financing component which the group recognise

as a finance cost when consideration is received in advance.

Hardware revenue with no contractual term for Saas is recognised when control of the goods has transferred, being when the

goods have been shipped to the specified location. A receivable is recognised by the Group when the goods are delivered as this

represents point in time at which the right to consideration becomes unconditional, as only the passage of time is required before

payment is due.

The Group offers installation services as part of a number of promises to transfer goods and services within each contract.

Installation services do not convey a distinct good or service and therefore are not a separate performance obligation as the

installation is a set-up activity that does not provide the customer a direct benefit other than access to the software services. As

a result, the installation service is considered as part of the single performance obligation; referred to as Software as a Service

(SaaS) revenue, which includes the software service and hardware sale or rental for which the customer simultaneously receives

and consumes the benefit of the service. Where installation revenue is received in advance of satisfying the performance

obligation a contract liability is recognised. The contract liability is derecognised over time evenly over the period of the contract

as the customer derives the benefit evenly from the services provided over the contract period. The majority of contracts are for

3 years and can be for a term of up to 5 years. As a result there is a financing component which the group recognises as a finance

cost when consideration is received in advance.

Transaction fees

The Group acts as an agent for transport authorities in the market that is operates in. Where fees are collected on their behalf, the

Group charges a commission. The revenue recognised is the net amount of the commission fee earned by the Group.

Grant income

Government grants are recognised at fair value in the statement of comprehensive income over the same periods as the costs for

which the grants are intended to compensate. No unfulfilled conditions or contingencies exist related to the government grants.

Other revenue and income

Included in other income and revenue is $7m related to the reassessment of contingent consideration as outlined in Note 1.

NOTE 3 SEGMENTAL NOTE

Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be

allocated on a reasonable basis. Unallocated items comprise income tax.

The Group has four segments as described below, which are the Group’s strategic divisions. The strategic divisions offer

different services and are managed separately because they require different technology, services and marketing strategies.

For each strategic division, the Group’s CEO (the chief operating decision maker) reviews internal management reports. The

following summary describes the operations in each of the Group’s segments.

EROAD reports selected financial information segmented by geographic location for operating companies and corporate and

development costs.

• Corporate & Development: Corporate head office costs and R&D activities for development of new and existing products

and services

• North America: Operating companies serving customers in North America

• Australia: Operating companies serving customers in Australia

• New Zealand: Operating companies serving customers in New Zealand

Inter-segment pricing is determined on an arm’s length basis.

2023 INTERIM REPORT | EROAD
PAGE 26 PAGE 27

NOTES TO FINANCIAL STATEMENTS

NOTE 3 SEGMENTAL NOTE (CONTINUED)

Reportable segment information

Information related to each reportable segment is set out below. Segment result represents Earnings before Interest, Taxation,

Depreciation & Amortisation (EBITDA), which is the measure reported to the chief operating decision maker.

Corporate &

Development

North America New ZealandAustralia

30 SEPT

2022

RESTATED

30 SEPT

2021

30 SEPT

2022

30 SEPT

2021

30 SEPT

2022

30 SEPT

2021

30 SEPT

2022

30 SEPT

2021

Unaudited

$M’s

Unaudited

$M’s

Unaudited

$M’s

Unaudited

$M’s

Unaudited

$M’s

Unaudited

$M’s

Unaudited

$M’s

Unaudited

$M’s

Revenue

Software as a Service

(Saas) revenue

- 0.2 30.6 13.4 36.7 30.8 4.0 0.8

Hardware revenue - - 2.6 - - - 0.1 -

Transaction fee

revenue

- - - - 1.7 1.4 - -

Other revenue

1

26.2 14.4 1.0 0.6 1.8 0.6 0.2 -

26.2 14.6 34.2 14.0 40.2 32.8 4.3 0.8

Earnings Before

interest, taxation,

depreciation &

amortisation

(17.6) (12.2) 12.7 2.9 25.0 22.0 0.9 (0.6)

Total assets 275.8 173.6 102.8 26.8 57. 8 52.5 16.1 4.0

Depreciation of

property, plant &

equipment

(1.0) (0.6) (3.4) (2.1) (3.4) (2.5) (0.3) (0.1)

Amortisation of

intangible assets

(4.7) (4.4) (2.8) - (0.4) - (0.4) -

Amortisation of

contract and customer

acquisition assets

- - (0.8) (0.8) (2.6) (2.4) (0.3) (0.1)

1

1 Revenue from Corporate & Development Markets includes R&D Grant Income of $0.8m (30 September 2021: $0.7m) and reassessment of contingent consideration of $7m.


NOTE 3 SEGMENTAL NOTE (CONTINUED)

Reconciliation of information on reportable segments

GROUP30 SEPTEMBER 2022RESTATED

30 SEPTEMBER 2021

Unaudited

$M’s

Unaudited

$M’s

Revenue

Total revenue for reportable segments 104.9 62.2

Elimination of inter-segment revenue (19.5) (14.2)

Consolidated Revenue 85.4 48.0

EBITDA

Total EBITDA for reportable segments 21.0 12.1

Elimination of inter-segment EBITDA (0.2) 0.2

Consolidated EBITDA 20.8 12.3

Depreciation

Total depreciation for reportable segments (8.1) (5.3)

Elimination of inter-segment depreciation 0.1 0.3

Consolidated Depreciation (8.0) (5.0)

Amortisation of intangible assets

Total amortisation for reportable segments (8.3) (4.4)

Elimination of inter-segment amortisation 0.2 -

Consolidated Amortisation (8.1) (4.4)

GROUP

30 SEPTEMBER 202231 MARCH 2022

Unaudited

$M’s

Audited

$M’s

Total assets

Total assets for reportable segments 452.5 415.8

Elimination of inter-segment balances (62.8) (48.7)

Consolidated Total Assets 389.7 3 67.1

Allocation of goodwill and other intangible assets

Included within Total Assets are Development Assets of $96.4M (31 March 2022: $88.3m) which for the purpose of the

segment note have been allocated to the Corporate & Development Market based on the ownership of intellectual property.

The amortisation for these assets are also presented in the Corporate & Development segment. The Group’s cash generating

units (CGUs) are North America, New Zealand and Australia. For impairment testing purposes management allocate the

Development Assets to the CGU based on the specific CGU that the Development Asset relates to, or if the Development Asset

is developed for use globally across all CGU’s, the asset is allocated to CGU’s based on the proportionate share of the Group’s

Contracted Units.

Also included in the total assets is the intangible assets acquired through the acquisition of the Coretex subsidiaries and

resulting goodwill. The allocation of these to cash-generating units has been done based on valuation expert advice.

2023 INTERIM REPORT | EROAD
PAGE 28 PAGE 29

NOTES TO FINANCIAL STATEMENTS

NOTE 3 SEGMENTAL NOTE (CONTINUED)

The allocation of the Development Assets, goodwill and other intangibles to CGU’s within the following reportable segments

for the purpose of impairment testing was as follows:

GROUPDevelopment

Assets

GoodwillBrandCustomer

Relationships

$M’s$M’s$M’s$M’s

30 Sept 2022 Unaudited

North America 46.2 85.8 2.8 21.4

New Zealand 44.6 5.7 - 1.1

Australia 5.6 13.6 - 4.6

96.4 105.1 2.8 2 7.1

31 March 2022 Audited

North America43.385.83.121.9

New Zealand39.85.7-4.9

Australia5.213.6-1.2

88.3105.13.128.0

Geographic information

The geographic information below analyses the Group’s revenue and non-current assets by the Company’s country of domicile

and other countries. In presenting the following information segment revenue has been based on the geographic location of

customers and segment assets were based on the geographic location of the assets.

GROUP

30 SEPTEMBER 202230 SEPTEMBER 2021

Unaudited

$M’s

Unaudited

$M’s

Revenue

New Zealand47. 233.7

All foreign countries:

USA33.813.5

Australia4.40.8

Total revenue85.448.0

GROUP

30 SEPTEMBER 202231 MARCH 2022

Unaudited

$M’s

Audited

$M’s

Non-current assets

New Zealand 221.7 206.5

All foreign countries:

USA 83.4 76.9

Australia 11.9 11.9

Total non-current assets 317.0 295.3

Non-current assets exclude financial instruments and deferred tax assets.

NOTE 4 PAID UP CAPITAL

All issued shares are fully paid up and have equal voting rights and share equally in dividends and surplus on winding up.

GROUP

Number of

ordinary shares

Issue price

$

Issued Capital

$

AT 31 MARCH 2022 (AUDITED)110,338,787 293.3

Shares issued to employees456,625 3.13 1.5

AT 30 SEPTEMBER 2022 (UNAUDITED)110,795,412 294.8

At 30 September 2022 there was 110,795,412 authorised and issued ordinary shares (31 March 2022: 110,338,787). 386,166 (31 March

2022: 417,306) shares are held in trust for employees in relation to the long-term incentive plan and are accounted for as treasury

stock.

The calculation of both basic and diluted loss/profit per share at 30 September 2022 was based on the profit attributable to ordinary

shareholders of $0.6M (Restated 30 September 2021: loss of $2.8M). The weighted number of ordinary shares on 30 September 2022

was 110,254,882 (30 September 2021: 85,835,006) for basic earnings per share and 112,937,882 for diluted earnings per share (30

September 2021: 85,835,006).

Other components of equity include:

• Translation reserve - comprises foreign currency translation differences arising from the translation of financial statements

of the Group’s foreign subsidiaries into New Zealand Dollars.

• Hedging reserve - the hedging reserve is used to record gains or losses on instruments used as cash flow hedges. The

amounts are recognised in profit and loss when the hedged transaction affects profit and loss.

• Retained earnings - includes all current and prior period retained profits and losses and share-based employee

remuneration. .

• Share Premium/Discount - this account is for the difference between the issued par share price and the trading share price

(or fair value share price) on date of issue and includes contigent consideration portion classified as equity related to the

acquisition of Coretex.

2023 INTERIM REPORT | EROAD
PAGE 30 PAGE 31

NOTES TO FINANCIAL STATEMENTS

NOTE 5 PROPERTY, PLANT AND EQUIPMENT

GROUP

Right of

Use Assets

Hardware

Assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipment

ComputersTotal

$M's$M's$M's$M's$M's$M's$M's$M's

YEAR ENDED 31 MARCH 2022 (AUDITED)

Opening net book

amount

4.128.00.21.30.40.30.434.7

Acquisition

through business

combinations

1.37. 5-0.2-0.10.1 9.2

Additions0.424.1---0.30.825.6

Disposals----(0.1)--(0.1)

Depreciation charge(1.3)(8.1)(0.1)(0.3)(0.1)(0.1)(0.4)(10.4)

Depreciation

recovered

-3.3--0.1--3.4

Effect of movement

in exchange rates

-(0.7)-----(0.7)

Closing

net book amount

4.554.10.11.20.30.60.961.7

Cost8.576.30.72.91.11.84.395.6

Accumulated

depreciation

(4.0)(22.2)(0.6)(1.7)(0.8)(1.2)(3.4)(33.9)

Net book amount4.554.10.11.20.30.60.961.7

GROUPRight of

Use Assets

Hardware

Assets

Plant and

equipment

Leasehold

improvements

Motor

vehicles

Office

equipment

ComputersTotal

$M's$M's$M's$M's$M's$M's$M's$M's

SIX MONTHS ENDED 30 SEPTEMBER 2022 (UNAUDITED)

Opening net book

amount

4.5 54.1 0.1 1.2 0.3 0.6 0.9 61.7

Additions 1.0 12.5 - - 0.1 - 0.5 14.1

Disposals - - - - (0.1) - - (0.1)

Depreciation charge (0.9) (6.4) - (0.2) (0.1) (0.1) (0.3) (8.0)

Depreciation

recovered

- 1.3 - - 0.1 - - 1.4

Effect of movement

in exchange rates

- 5.2 - - - - - 5.2

Closing net book

amount

4.6 66.7 0.1 1.0 0.3 0.5 1.1 74.3

AT 30 SEPTEMBER 2022

Cost 9.9 99.1 0.8 3.0 1.2 1.9 4.8 120.7

Accumulated

depreciation

(5.3) (32.4) (0.7) (2.0) (0.9) (1.4) (3.7) (46.4)

Net book amount 4.6 66.7 0.1 1.0 0.3 0.5 1.1 74.3

NOTE 5 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Included in the Hardware Assets is equipment under construction to be leased of $27.4M (31 March 2022: $23.8M).

Items of plant and equipment are stated at cost, less accumulated depreciation and impairment losses. Cost includes the purchase

consideration, and those costs directly attributable to bringing the asset to the location and condition necessary for its intended use.

Where an item of plant and equipment is disposed of, the gain or loss recognised in the statement of comprehensive income is

calculated as the difference between the net sales price and the carrying amount of the asset.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the

underlying asset or the site on which it is located, less any lease incentives received.

Subsequent costs

The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of such an item

when that cost is incurred if it is probable that the future economic benefits embodied within the item will flow to the Group and the

cost of the item can be measured reliably. All other costs are recognised in the statement of comprehensive income as an expense in the

period they are incurred.

Depreciation

Depreciation begins when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by

management. The following rates have been used on a straight line basis:

Leasehold improvements 3 to 9 years

Hardware assets 3 to 6 years

Plant and equipment 3 to 11 years

Computer/Office equipment 1 to 5 years

Motor vehicles 3 to 5 years

Right of use assets 3 to 9 years

The above rates reflect the estimated useful lives of the respected categories. Consideration was given to how long assets can be

deployed and any expected network changes. Leasehold improvements are depreciated over the contracted lease term.

NOTE 6 INTANGIBLE ASSETS

GROUPDevelopmentSoftwareGoodwillBrandCustomer

relationships

Total

$M's$M's$M's$M's$M's$M’s

YEAR ENDED 31 MARCH 2022

(

AUDITED

)


Opening net book amount36.93.7---40.6

Business combination acquisition37. 2-105.13.328.7174.3

Additions23.71.2---24.9

Disposals-(0.1)---(0.1)

Effect of movement in foreign exchange

rate

(0.2)---(0.1)(0.3)

Amortisation charge(9.3)(0.9)-(0.2)(0.6)(11.0)

Closing net book amount88.33.9105.13.128.0228.4

Cost128.99.5105.13.328.6275.4

Accumulated amortisation(40.6)(5.6)-(0.2)(0.6)(47.0)

Net book amount88.33.9105.13.128.0228.4

2023 INTERIM REPORT | EROAD
PAGE 32 PAGE 33

NOTES TO FINANCIAL STATEMENTS

NOTE 6 INTANGIBLE ASSETS (CONTINUED)

GROUP

DevelopmentSoftwareGoodwillBrandCustomer

relationships

Total

$M's$M's$M's$M's$M's$M’s

SIX MONTHS ENDED 30 SEPT 2022

(

UNAUDITED

)

Opening net book amount 88.3 3.9 105.1 3.1 28.0 228.4

Additions 14.4 1.7 - - - 16.1

Disposals - - - - - -

Effect of movement in foreign exchange

rate

0.2 - - - 0.1 0.3

Amortisation charge (6.5) (0.3) - (0.3) (1.0) (8.1)

Closing net book amount 96.4 5.3 105.1 2.8 2 7.1 236.7

Cost 143.5 10.3 105.1 3.3 28.8 291.0

Accumulated amortisation (47.1) (5.0) - (0.5) (1.7) (54.3)

Net book amount 96.4 5.3 105.1 2.8 2 7.1 236.7

The useful lives of the Group’s Intangible Assets are assessed to be finite except for goodwill. Assets with finite lives are amortised

over their useful lives and tested for impairment whenever there are indications that the assets may be impaired. Where an

indicator of impairment exists the Group makes a formal assessment of the recoverable amount. Where the carrying value

of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

The recoverable amount is the greater of fair value less costs to dispose of the assets and its value in use. For the purposes

of assessing impairment, assets are Grouped at the lowest levels for which there are separately identifiable cash flows (cash-

generating units).

Research and Development

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is

recognised in the statement of comprehensive income when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes.

Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically

and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to

complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour

and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditure is

recognised in the statement of comprehensive income when incurred. There is judgement involved in relation to whether a project

meets the capitalisation criteria, and whether the expenditure can be directly attributable to the respective project.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses.

Other intangible assets

Other intangible assets, including customer relationships, brand, patents and trademarks, that are acquired by the Group and have

finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

Subsequent expenditure

Subsequent expenditure is capitalised when it increases the future economic benefits embodied in the specific asset to which

relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in the statement of

comprehensive income when incurred.

NOTE 6 INTANGIBLE ASSETS (CONTINUED)

Amortisation

Amortisation is recognised in the statement of comprehensive income on a straight line basis over the estimated useful life of

intangible asset. The estimated useful lives for the current and comparative periods are as follows:

Patents 10 to 20 years

Development Hardware & Platform 7 to 15 years

Development Products 5 to 10 years

Software 5 to 7 years

Customer relationships 15 years

Brand 5 years

Impairment testing of goodwill and other intangible assets

The acquisition of Coretex during the previous financial year, meant goodwill and other intangible assets were recognised for the

excess between the fair value consideration paid and the fair value of the net assets acquired. This goodwill and other intangible assets

were then allocated to the cash generating units of the business with the assistance of external specialists. When goodwill and other

intangible assets are acquired in a business combination, under the accounting standards, NZ IAS 36 requires an impairment test to

be completed annually (for cash-generating units in which goodwill and other intangible assets have been allocated) irrespective of

whether there is any indication of impairment. An impairment test is also required when there is an indicator of impairment identified

each reporting period. Refer to note 3 for the allocation of goodwill and other intangible assets to cash generating units (CGUs).

Under the accounting standards one of the external sources of information that may indicate that an impairment exists is when the

carrying amount of the net assets of the entity exceeds the entity’s market capitalisation. At 30 September 2022 this is the case for

the EROAD Group. The share price of EROAD at 30 September 2022 being $1.56 equating to a market capitalisation of $173 million

compared to net assets of $253.3 million at the same date.

To complete the impairment testing management assessed the recoverable amount of each of the cash-generating units (‘CGU’) of

which goodwill and other intangible assets have been allocated by reference to its value in use (‘VIU’) determined using a discounted

cash flows model. The recoverable amounts of the CGU were estimated based on the following significant assumptions:

-Compound annual growth rate in connected units between 2023 and 2027 of 11% for North America, between 2023 and 2027

of 4% for New Zealand, and between 2023 and 2027 of 17% for Australia reflecting past experience and forecast performance

of the Group following the acquisition of Coretex

-Compound annual growth rate in Average Revenue per Unit (ARPU) between 2023 and 2025 of 8.8% for North America, -0.6% for

New Zealand, and 0.7% for Australia. No growth in 2026 to 2027 for any CGU

-Post-tax discount rate of 12.3%

-Terminal growth rate of 1.5% applied to 2027 and thereafter

Sensitivity analysis was undertaken which concluded that North America and New Zealand results are not particularly sensitive to

changes in the underlying assumptions. Australia is sensitive to the compounding growth rate with a break even growth rate of 15.5%.

The Group applied judgment in determining reasonably possible changes in the key assumptions in the value in use models. Results of

the sensitivity analysis as follows:

Input required for the VIU to equate to the carrying value

Amount the VIU exceeds

the carrying value

Connected unit CAGRWACCTerminal

growth rate

$M's

New Zealand266.3Not sensitiveNot sensitiveNot sensitive

North America180.0Not sensitiveNot sensitiveNot sensitive

Australia3.715.50%13.1%0.3%


The Group concluded that the recoverable amount of each of the CGU were higher than their respective carrying values and therefore

no impairment was considered necessary at 30 September 2022.

The Group completed its annual impairment review of goodwill in May 2022 as part of the 31 March 2022 financial statements, with no

impairment being identified.

2023 INTERIM REPORT | EROAD
PAGE 34 PAGE 35

NOTES TO FINANCIAL STATEMENTS

NOTE 7 INCOME TAX EXPENSE

GROUP30 SEPTEMBER 202230 SEPTEMBER 2021

Unaudited

$M’s

Unaudited

$M’s

(a) Reconciliation of effective tax rate

Loss before income tax (2.7) (1.6)

Income tax using the Company's domestic tax rate of 28% (0.8) (0.4)

Non-deductible expense/(non-assessable income) (2.0) 0.8

Adjustment related to prior period 0.5

Utilisation of tax losses previously unrecognised (0.6) 0.7

Effect of different tax rates of subsidiaries operating overseas (0.4) 0.2

Income tax expense/(benefit) (3.3) 1.2

(c) Current tax expense

Current year- -

- -

(c) Deferred tax expense

Current year (3.8) 1.2

Adjustments in respect of prior periods 0.5 -

(3.3) 1.2

Income tax expense/(benefit) (3.3) 1.2

At 30 September 2022 there were no imputation credits available to shareholders (31 March 2022: Nil) .

Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to the extent

that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or

substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous periods. Current tax payable also

includes any tax liability arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for taxation purposes. Deferred tax is measured at the tax rates that are expected to be

applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the

reporting date.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate

to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current

tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is

probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each

reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

NOTE 8 BORROWINGS

GROUP30 SEPTEMBER 202231 MARCH 2022

Unaudited

$M’s

Audited

$M’s

Current borrowings

Revolving Credit Facility16.20.7

Capex Facility2.02.0

Capitalised borrowings cost(0.7)(0.6)

17.52.1

Non-current borrowings

Term Loans30.030.0

30.030.0

GROUP30 SEPT 202230 SEPT 202231 MARCH 202231 MARCH 2022

Nominal

Interest

Year of

Maturity

Unaudited

Face Value


$M’s

Unaudited

Carrying

amount

$M’s

Audited

Face Value


$M’s

Audited

Carrying

amount

$M’s

Tem Loans5.08%202530.030.030.030.0

Capex facility5.08%20252.02.02.02.0

Revolving credit facility5.08%202516.216.20.70.7

Capitalised borrowing costs-(0.7)-(0.6)

48.247. 532.732.1

The Group has a syndicated debt facility with the Bank of New Zealand (BNZ) and the Australia and New Zealand Banking Group

(ANZ). At 30 September 2022, EROAD had the following facilities in place:

$30.0M (NZD) Term Loan Facility A – to refinance debt from the prior financial year. The Term Loan has a term of 36 months from

the March 2022 refinance date, with the facility having a maturity date in March 2025. The interest rate is variable with reference to a

base rate (BKBM bid rate) for the selected interest period plus a margin of 2.95%. EROAD may select an interest period of 1,2,3 or 6

months. This is an interest only term facility with full repayment on the termination date.

$55.0M (NZD) Revolving Credit Facility B – for general corporate purposes. The Revolving Credit Facility has a term of 36 months

from the March 2022 refinance date with a periodic roll over feature at the end of each interest period (90 days) that is subject to

continued compliance with the terms of the loan agreement, with the facility having a maturity date in March 2025. Funds may be

drawn in NZ Dollars, AU Dollars, or US Dollars. The interest rate is variable with reference to the base rate (BKBM bid rate for NZ

Dollar drawings, BBSY bid rate for AU Dollar drawings, and US Federal Open Market Committee short-term interest rate target for

US Dollar drawings) for the selected interest period plus a margin of 1.5%. EROAD may select an interest period of 1,2,3 or 6 months.

In addition, a Commitment Fee of 1.45% per annum is payable on the committed balance of the facility quarterly in arrears. The full

outstanding balance is payable on the termination date.

$5.0M Capex Facility– for general working capital purposes. This is an on demand facility with the interest rate to be agreed between

the lender and borrower at the time of borrowing plus a margin of 1.5%. In addition, a Commitment Fee of 1.45% per annum is

payable on the committed balance of the facility quarterly in arrears. The full outstanding balance is payable on the termination date.

EROAD’s operating covenants to support the above facilities include Interest Cover Ratio, Leverage Ratio and Obligor Assets to

Group Assets. EROAD was compliant with all covenants during the period and at 30 September 2022.

2023 INTERIM REPORT | EROAD
PAGE 36 PAGE 37

INDEPENDENT REVIEW REPORT




© 2022 KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private

English company limited by guarantee. All rights reserved.



Independent Review Report

To the shareholders of EROAD Limited

Report on the condensed consolidated interim financial statements

Conclusion

Based on our review, nothing has come to our

attention that causes us to believe that the

condensed consolidated interim financial

statements on pages 15 to 36 do not:

i. present, in all material respects the

Group’s financial position as at 30

September 2022 and its financial

performance and cash flows for the 6

month period ended on that date in

compliance with NZ IAS 34 Interim

Financial Reporting.

We have completed a review of the accompanying

condensed consolidated interim financial

statements which comprise:

— the condensed consolidated statement of

financial position as at 30 September 2022;

— the condensed consolidated statements of

comprehensive income, changes in equity and

cash flows for the 6 month period then ended;

and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for conclusion


A review of condensed consolidated interim financial statements in accordance with NZ SRE 2410 Review of

Financial Statements Performed by the Independent Auditor of the Entity (“NZ SRE 2410”) is a limited assurance

engagement. The auditor performs procedures, consisting of making enquiries, primarily of persons responsible

for financial and accounting matters, and applying analytical and other review procedures.

As the auditor of EROAD Limited, NZ SRE 2410 requires that we comply with the ethical requirements relevant

to the audit of the annual financial statements.

Our firm has also provided other services to the Group in relation to taxation compliance and transfer pricing

services. Subject to certain restrictions, partners and employees of our firm may also deal with the Group on

normal terms within the ordinary course of trading activities of the business of the Group. These matters have not

impaired our independence as reviewer of the Group. The firm has no other relationship with, or interest in, the

Group.


Use of this Independent Review Report

This report is made solely to the shareholders as a body. Our review work has been undertaken so that we might

state to the shareholders those matters we are required to state to them in the Independent Review Report and

for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the shareholders as a body for our review work, this report, or any of the opinions we have formed.

NOTE 8 BORROWINGS (CONTINUED)

The security package for the Multi-Option Credit Facility Agreement includes an all obligations cross-guarantee granted by EROAD

Financial Services Limited, EROAD Australia Pty Limited, EROAD Inc, Coretex Limited, Imarda Pty Limited, Coretex Australia Pty

Limited, Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the banking syndicate).

in respect of the obligations of EROAD Limited, and a General Security Agreements granted by EROAD Limited, EROAD Financial

Services Limited, EROAD Inc, EROAD Australia Pty Limited, Coretex Limited, Imarda Pty Limited, Coretex Australia Pty Limited,

Coretex NZ Limited, and Coretex USA Inc in favour of the BNZ (in its capacity of Security Trustee for the banking syndicate).

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as

part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

NOTE 9 RELATED PARTY TRANSACTIONS

Related party transactions are consistent in nature with those reported in 31 March 2022.

NOTE 10 COMMITMENTS

As at 30 September 2022 the Group had confirmed purchase orders open with its third party manufacturer of hardware units

amounting to $21.2M (31 March 2022: $20.7M).

NOTE 11 CONTINGENT LIABILITIES

As at 30 September 2022 the Company had no contingent liabilities or assets (2022:$Nil).

NOTE 12 NET TANGIBLE ASSETS PER SHARE


GROUP30 SEPTEMBER 2022RESTATED

30 SEPTEMBER 2021

31 MARCH 2022

UnauditedUnauditedAudited

Net assets (equity) 253.3 180.4 247.7

Less Intangibles (236.7) (52.4) (228.4)

Total net tangible assets 16.6 128.0 19.3

Net tangible assets per share ($) 0.15 1.32 0.17

The non-GAAP measure above is disclosed for consistency with the information disclosed in EROAD’s results announced under

the NZX listing rules.

NOTE 13 EVENTS SUBSEQUENT TO BALANCE DATE

There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial

statements.

2023 INTERIM REPORT | EROAD
PAGE 38 PAGE 39

DIRECTORY

Directory








Responsibilities of the Directors for the condensed

consolidated interim financial statements

The Directors, on behalf of the Group, are responsible for:

— the preparation and fair presentation of the condensed consolidated interim financial statements in

accordance with NZ IAS 34 Interim Financial Reporting;

— implementing necessary internal control to enable the preparation of condensed consolidated interim

financial statements that is free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate or to

cease operations, or have no realistic alternative but to do so.


Auditor’s Responsibilities for the review of the

condensed consolidated interim financial statements

Our responsibility is to express a conclusion on the condensed consolidated interim financial statements based

on our review. We conducted our review in accordance with NZ SRE 2410. NZ SRE 2410 requires us to

conclude whether anything has come to our attention that causes us to believe that the interim financial

statements are not prepared, in all material respects, in accordance with NZ IAS 34 Interim Financial Reporting.

The procedures performed in a review are substantially less than those performed in an audit conducted in

accordance with International Standards on Auditing (New Zealand). Accordingly, we do not express an audit

opinion on these condensed consolidated interim financial statements.

This description forms part of our Independent Review Report.


KPMG

Auckland

25 November 2022



REGISTERED OFFICE

IN NEW ZEALAND

REGISTERED OFFICE

IN NORTH AMERICA

REGISTERED OFFICE

IN AUSTRALIA

Level 3 260 Oteha Valley Road,

Albany, Auckland, New Zealand

7618 SW Mohawk Street

Tualatin, OR 97062 USA

Level 36, Tower 2 Collins Square

727 Collins Street Docklands, VIC

3008 Australia

INVESTOR RELATIONS AND

SUSTAINABILITY ENQUIRES

MANAGING YOUR

SHAREHOLDING ONLINE

SHARE REGISTER -

NEW ZEALAND

Address: EROAD Limited, PO Box

305 394 Triton Plaza

North Shore, Auckland

Email: investors@eroad.com

Telephone: 0800 437 623

Changes in address and investment

portfolios can be viewed and updated

online: www.computershare.co.nz/

investorcentre.

You will need your CSN and FIN

numbers to access this service.

Computershare Investments Services

Limited Private Bag 92119, Victoria

Street West Auckland 1142,

New Zealand

Email: enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Website: www.computershare.co.nz/

investorcentre

LEGAL ADVISORS BANKERS

Chapman Tripp Level 34 Commercial

Bay Auckland 1010

PO Box 2206, Auckland 1140

Telephone: +64 9 357 9000

Bank of New Zealand

Australia & New Zealand Banking Group Limited

China Construction Bank

National Australian Bank

Wells Fargo

---

EROAD (NZX: ERD ASX: ERD) Financial Results
For the six months ended 30 September 2022 (H1FY23)

25 November 2022

Theinformationinthispresentationisofageneral
natureanddoes notconstitutefinancialproduct

advice,investmentadviceorany recommendation.

Nothinginthispresentationconstituteslegal, financial,

tax or other advice.

Thispresentationmaycontainprojectionsor

forward-looking statementsregardingavarietyof

items.Suchprojectionsor forward-looking

statementsarebasedoncurrentexpectations,

estimatesandassumptionsandaresubjecttoa

numberofrisks, uncertaintiesandassumptions.

Thereisnoassurancethatresultscontemplatedinany

projectionsor forward-lookingstatementsinthis

presentationwillberealised.Actual resultsmaydiffer

materiallyfromthoseprojectedinthispresentation. No

personisunderanyobligationtoupdatethispresentation

atany timeafteritsreleasetoyouortoprovideyouwith

furtherinformation about EROAD.

Whilereasonablecarehasbeentakenincompilingthis

presentation, EROADoritssubsidiaries,directors,

employees,agentsoradvisers(tothemaximumextent

permittedbylaw)do not giveany warrantyor

representation(expressorimplied)astotheaccuracy,

completenessorreliabilityoftheinformationcontained

initortake anyresponsibilityforit.Theinformationin

thispresentationhasnot beenandwillnotbe

independentlyverifiedoraudited.

Coretex

TheCoretexmergercompletedon30November2021.

All comparisons to H1 FY22 exclude Coretex.

Non-GAAPMeasures

EROADhasusednon-GAAPmeasureswhendiscussing

financial performanceinthisdocument.Thedirectorsand

management believethatthesemeasuresprovideuseful

informationastheyare usedinternallytoevaluate

performanceofbusinessunits,toestablish operational

goalsandtoallocateresources.Non-GAAPmeasuresare

notpreparedinaccordance withNZIFRS(NewZealand

InternationalFinancialReportingStandards)andarenot

uniformlydefined,therefore thenon-GAAPmeasures

reportedinthisdocumentmaynotbe comparablewith

thosethatothercompaniesreportandshouldnotbe

viewedinisolationorconsideredasasubstitutefor

measuresreported byEROADinaccordancewithNZIFRS.

Thenon-GAAPmeasuresarenotsubjecttoauditorreview.

Definitions canbe foundin theGlossary onpage 40 of this

presentation.

Important Information

3
Progress of strategic initiatives and strategy review

focused on profitable growth

•Rationalisationofproductsuiteunderwaywhich

increasestheefficiencyandvelocityofEROAD'sengineeringteams

reducesR&Dspendacrossplatforms

•Costcuttingprogrammeunderway

benefitwillberealisedduringH2FY23andbeyond

furtherinitiativesunderwaywillcontinuetoprovidefurtheropportunityforcost-outfromFY24

•Operatingcashflowimproving

decreasedintegrationandpersonnelcosts

forecastedhigherrevenue

•NewZealandcontinuestodeliverconsistentstronggrowthwithnewandexistingcustomers

•ProventheproductmarketfitwiththeCoretexproductsbywinningbusinessagainstsomeofthestrongestcompetitorsinNorthAmerica

•Pipelineofopportunitiesremainsrobustwith22enterprisecustomersatthepilotstageacrossallthemarkets,representingsome32,300

contractedunits

•Strategicreviewfocusedonprofitablegrowth,withabroaderrangeofcommercialmodelsbeingunlockedfromtheCoretexmerger

Operational Update
Mark Heine

Chief Executive Officer

5
75.8

84

84.8

88.4

92.9

134.6

158.3

H1 FY20H2 FY20H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

AnnualisedMonthly

Recurring Revenue (AMRR) ($m)

AMRR, which provides a 12monthforward

viewofrevenue, is up$23.7m (18%) from

FY22 reflecting a stronger USD ($13.6m)

andadditional contracted units and sales of

add-on products and services ($10.1m or

8%)

57.6058.3858.8058.3057.64

55.57

55.62

H1 FY20H2 FY20H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

Average Revenue Per Unit

(ARPU) ($)

ARPU up from $55.57 in H2 FY22 to

$55.62 on H1 FY22, reflecting a $2.34 FX

benefit per unit and Coretex'sup-

frontsales model.

1,019 customers added products or

services to their plan (7,755 units) and

447 customers upgraded their plan

(3,231 units).

Continued growth in Recurring Revenue

45.845.8

48.0

66.9

85.4

H1 FY21H2 FY21

H1 FY22H2 FY22

H1 FY23

Revenue increased to $85.4m in H1 FY23

reflecting contribution from Coretex,

$7.0m non-cash acquisition accounting

and growth across all markets.

Revenue ($m)

7.0

6
12,308

8,074

5,705

4,010

6,500

10,155

8,822

Contracted Units Added

Coretex Merger

H1 FY20H2 FY20H1

FY21

H2

FY21

H1

FY22

H2 FY22

H1 FY23

66,157

Contracted Units Added

8,822 connected units added in H1 FY23.

•Continued steady strong growth in New Zealand

•North America experienced higher gross sales, offset by

continued churn in small-to-medium Ehubocustomers

31 March 202230 Sept 2022Added in

H1 FY23

North America87,68290,596+2,914 (+3%)

New Zealand106,916112,280+5,364 (+5%)

Australia14,09914,643+544 (+4%)

Total Contracted Units208,697217,519+8,822 (+4%)

Contracted Units

Contracted unit growth across all markets

7
94.9%

95.2%

95.3%

94.9%

94.1%

93.4%

94.2%

98.4%

95.2%

EROAD stand-alone ARRCoretex stand-alone ARR

Continued High Asset Retention Rate

H1 FY20H2 FY20H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

•Asset Retention Rate is a 12 month

metric so continue to report as stand-

alone.

•EROAD stand-aloneAsset Retention

remains relatively stable at 94.2%.

•Coretexdown slightly from 98.4% to

95.2% reflecting H2 FY22 was a 4

month retention rate, and H1 FY23 a

10 month retention rate.

•918 customers renewed their contract

over H1 FY23 (21,336 units) including

ABC Supply for over 6,000

subscriptions.

95.2%

Coretex10-month ARR

94.2%

EROAD stand-alone ARR

8
Growth through account expansion

Selling Contracted Units

to new and existing customers

Ehubo

(all versions)

+5,316 in H1 FY23

(H1 FY23: 135,453;

FY22: 130,137)

CoreHub

(all versions)

+2,234 in H1 FY23

(H1 FY23:72,075;

FY22:69,841)

Clarity

Solo

+ 405 in H1 FY23

(H1 FY23: 723;

FY22: 318)

Add on SaaS subscriptions

(over and above EROADsubscription plan)

Clarity

Connect

Dashcam

+1,524 in H1 FY23

(H1 FY23: 8,118;

FY22:6,594)

EROAD Analyst275subscriptionsin

H1 FY23

(H1 FY23: 1,769

subscriptions;

FY22:1,494 subscriptions)

Logbook+ 1,288 in H1 FY23

(H1 FY23: 9,834;

FY22:8,546)

Philips Connect+748 in H1 FY23

(H1 FY23: 2,302;

FY22:1,554)

Inspect+1,372 In H1 FY23

(H1 FY23: 14,681;

FY22:13,309)

Whereand

Mini Tags

+ 3,090 in H1 FY23

(H1 FY23: 14,490;

FY22:11,400)

Enterprise

Data

Connector

+5enterprise accounts

(H1 FY23: 12 : FY22: 7)

9
Beginning to demonstrate

product market fit of

CoreHubwith improved

gross sales and winning

major Enterprise customer

North America

•Contracted units increased by 2,914 since year-end

reflecting (among other things):

•gross sales of 7,572 contracted units (75%

Corehubsubscriptions), reflecting growth with

existing customers

•churn of 3,299 mainly reflecting small-to-

medium Ehubocustomers

•Five year agreement to supplyCoreHuband SaaS

solutions for over 9,000 trucks to Sysco with further

growth opportunity. Roll-out solutions over the next 12

months.

•One of our largest enterprise customers, ABC Supply,

renewed in August for over 6,000 subscriptions

through to at least 2024.

•Expanding customer accounts through sale of

additional products and services:

•156Clarity Solo cameras sold, in addition to 386

Clarity ConnectedDashcams (not included in unit

numbers)

•748 Philips Connect solutions sold into market over

H1 FY23

+ 2,914

(H1 FY23:90,596; FY22:87,682)

NA Contracted Units (+3%)

95.9%

Coretex10 month

NA Asset RetentionRate

*In NZ$ North American ARPU fell from NZ$62.77in H1 FY22 and NZ$56.38 in FY22 toNZ$57.25in H1 FY23

87.5%

EROAD Stand-alone

NA Asset RetentionRate

(FY22:84.2%)

US$36.18*

(FY22: US$39.02)

Monthly SaaSARPU

176

NA Customers added

products and services

to their plan

(representing 704 units)

10
New Zealand continues

to grow with new and

existing customers

New Zealand

•Grewcontracted units by 5,364 in H1 FY23 reflecting

growth in both existing (approx76%) and new

customers (approx24%)

•804 customers renewed theirplan (representing

some 14,242 units)

•704customers added productsand services to

their plan (6,242 subscriptions)

•Enterprisedata connector

increasedrevenue contribution

with5Enterprise accounts adding

asubscription in H1 FY23

•H&S focus for customers supporting

strong camera sales with 43 Clarity

Solo cameras sold in H1 FY23, in

addition to 1,104Clarity Connected

Dashcams (not included in unit

numbers)

•Sold 1,288 Logbook and 1,372 Inspect

subscriptions throughout the year

+5,364

(H1 FY23:112,280; FY22:106,916)

NZ Contracted Units (+5%)

88.5%

Coretex10 month

NZ Asset RetentionRate

$55.50

NZMonthly SaaSARPU

(FY22: $56.45)

96.5%

EROAD Stand-alone

NZ Asset RetentionRate

(FY22:97.3%)

704

NZ customers added

products and services

to their plan

(representing 6,242 units)

11
Continued expansion of

Enterprise account, in

addition to focus on camera

and asset tracking sales to

small-to-medium customers

Australia

•Added 544 contracted units in H1 FY23, which includes

190unit growth in Enterprise customer and 354 unit

growth in small-to-medium customers

•Sold 43 Clarity Solo Dashcams in H1 FY23, in addition

to 34 Clarity Dashcams (not included in unit numbers)

•Roll-out of customer service model to Coretex

customers with focus on a number of Enterprise

renewals in H2 FY23

+544

(H1 FY23:14,643; FY22:14,099)

AU Contracted Units (+4%)

97.5%

AU Coretex10 month

Asset RetentionRate

AU$42.02*

AU Monthly SaaSARPU

(FY22: $36.69)

*In NZ$ Australian ARPU increased fromNZ$31.72in H1 FY22 andNZ$38.99in FY22 toNZ$46.51in H1 FY23

92.2%

AU EROAD Stand-alone

Asset RetentionRate

(FY22:88.4%)

139

AU customers added

products and services

to their plan

(809 units)

H1 FY23 Financial Results
Margaret Warrington

Acting Chief Financial Officer

13
15.3

15.4

12.3

8.7

20.8

14.4

13.0

16.4

H1 FY21H2 FY21H1 FY22H2 FY22

H1 FY23

EBITDA ($m)

4.7

0.6

(15.8)

(32.1)

(23.4)

H1 FY21H2 FY21

H1 FY22

H2 FY22

H1 FY23

Free Cash Flow (excluding merger)reflects

investing in inventory ahead of winning

Enterprise customers and one-off

spending such as integration.

Free Cash Flows ($m)

(0.5)

5.6

(0.4)

(6.8)

1.0

(2.1)

5.6

1.6

(2.5)

(3.4)

EBIT

Normalised EBIT

H1 FY21

H2 FY21H1 FY22

H2 FY22H1 FY23

EBITimproved from a loss of $6.8min H2

FY22toaprofitof$1.0m.Normalisedfor

acquisitionand integration costs in both

periods,EBITloss is $3.4m in H1 FY23.

EBIT ($m)

45.845.8

48.0

66.9

85.4

H1 FY21H2 FY21

H1 FY22H2 FY22

H1 FY23

Revenueup$18.5mfromH2 FY22 reflecting

acquisition accounting adjustments ($7m), an

additional 2 months contribution from

Coretexand organic growth.

Revenue ($m)

7.0

Normalised EBITDAmargin of

19%.Normalised for Non-cash acquisition

accounting adjustments($7m) and

integration costs in H1 FY23 and transaction

and integration costs in H1 FY22.

Reported EBITDA

NormalisedEBITDA

14
14

($m)

H1 FY23H2 FY22H1 FY22

Movement H1

FY23vsH2FY22

NewZealand25.023.222.01.8

Australia0.90.7(0.6)0.2

NorthAmerica12.76.52.96.2

Corporate&Development(17.6)(21.7)(12.2)4.1

Eliminationofinter-segmentEBITDA(0.2)-0.2(0.2)

EBITDA20.88.712.312.1

EBITDAMargin24%13%26%

NormalisedEBITDA

*

16.413.014.43.4

NormalisedEBITDAMargin

*

19%19%30%-

EBITDA reflects growth across all regions

4 month contribution from Coretex in

H2 FY22 and 6 month contribution in

H1 FY23

NewZealand

EBITDA growth reflectscontinuedstronggrowth

intoexistingcustomerfleets, alongwith

attractingnewcustomersandcontinuedhigh

assetretention

North America

NorthAmericaEBITDAgrew$6.2mfrom H2

FY22reflectingtheadditional 2 months of

Coretex , growth in units and the strength of

the USD (c$1m).

Australia

EBITDA continues to grow following the

completion of the large enterprise roll out in

FY22and the incremental growth in both

current enterprise customers and steadygrowth

insmall-to-mediumcustomers.

Corporate

Corporate EBITDA loss decreased to$17.6m due

to the acquisition accounting revenue of $7.0m in

H1 FY23.

Normalised** Corporate EBITDA loss increased

from $17.7m (H2FY22)to $22m (H1

FY23)reflecting additional two months of

Coretexandgrowth in remuneration rates

(responding to market labour inflation pressures).

*H1 FY23 Normalised foracquisition accounting adjustments (revenue: $7m) and integration costs ($2.6m). H1 FY22 normalisation was due diligence costs ($2.0m). H2 FY22 normalisation includedue diligence and

transaction costs ($1.6m), Integration costs ($4.0m) and acquisition accounting revenue ($1.3m)

** Normalised for $7.0m acquisition accounting revenue in H1 FY23and integration costs

15
140.0

141.9

149.1

190.2

215.7

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

FCIincreased $25.5m with $14.2m reflecting

the change in value associated with the

stronger USD and the remainder driven by

contract renewals within our customer base.

Future Contracted Income

(

$m

)

Monitoring performance

Leading growth indicators

Annualised Monthly Recurring

Revenue ($m)

84.8

88.4

92.9

134.6

158.3

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

AMRRprovides a 12-monthforward viewof

revenue, is up$23.7m (18%) from FY22 reflecting

stronger USD ($13.6m) andadditional contracted

units and improved ARPU ($10.1m or 8%).

44

3

5

6

5

8

10

13

14

9

12

13

18

20

ExpensedCapitalisedTotal R&D

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

TotalR&Dspendof$20.4m included$4.6m

integration spend.

Continue to expect FY23 totalR&Dof$38m.

Researchand Development ($m)

16
95.3

94.9

94.1

93.4

94.2

98.4

95.2

EROAD stand-alone ARRCoretex stand-alone ARR

Monitoring performance

Enterprise value from existing customer base

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

EROAD’s Asset RetentionRatehas remained relatively

stable over time. Significant renewal programmes, in

particular in FY22 in North America with the 3G upgrade

programme saw significant fleet reduction due to lagging

COVID-19 impacts.Coretexasset retention reflects a 4

month and 10 month period respectively.

EROAD stand alone

Asset Retention Rate (%)

58.80

58.30

57.64

55.57

55.62

0

10

20

30

40

50

60

70

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

Monthly SaaS ARPUdown from H2 FY22 reflecting

the full period including Coretex'slower ARPU (due

to historical revenue model of selling hardware

upfront) offset by selling additional ancillary products

and a $2.34 positive FX impact due to the strength of

the USD.

Average Revenue Per Unit (ARPU)

($)

17
Monitoring performance

Profitability

4.4

4.9

5.6

7.0

6.3

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

Underlying costs of CTS have grown reflecting

labour rate pressure and a stronger USD.

The impact of this has been offset by

corresponding growth in revenue.

Initiativescontinue with a focus on automating

low value customer interactions and providing

tiered service levels.

Cost to Service and Support

as % of Revenue

-

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

CACwould be expected to trend

downwards over time as revenue grows,

reductions will be partly offset by investment

in development markets ahead of revenues.

Cost to Acquire Customers

as % of Revenue

10

11

13

10

9

1313

16

1313

3

2

33

4

CAC CapitalisedTotal CACCAC Expensed

451

587

708

H1 FY22H2 FY22H1 FY23

CosttoAcquireincreaseddueto marketing

spendandstaff investment. CAC is also

impacted by the stronger USD given the

profile of the sales activity across regions.

Cost to Acquire per Unit

*Thecosttoacquireperunitmethodologyhaschangedandisnowbasedongrossunitgrowth(FY21restated).Half year data is not available for prior periods.

18
Operating Expenses ($m)

Operating costs up $6.1m from H2 FY22

reflecting theinclusion of the Coretexcosts

for the full 6 months (H2 FY22: 4 months)

Personnel expenses up $4.5m from H2

FY22 dueto both Coretexbeing included

for the full period and remuneration growth

as labour markets in all regions have

inflationary pressure.

•Reduced FTE during the period

•The stronger USD increases our

personnel costs by approximately

$1.2mfor H1 FY23

SaaSplatformcostincreaseisdriven

bytheinclusion of Coretexfor

6 months along withgrowthin our

unitbaseandancillaryproductssuch

asdashcams.

Softwareandsystemsincreasedcosts is

predominantly driven by the stronger

USD.

Othercosts include increased travel

with global borders reopening and

increased travel within North America

as the sales team targetpipeline

opportunities and attendrelevant

industry conferences. The strong

USDand air travel price increases have

impacted overall growth.

18

H2 FY22

Sub

-

Contractors

Other Employment

Personnel expenses

SaaS Platform Cost

Sales & Marketing

Other

Legal Costs

Software & Systems

Other Professional Services

Acquisition and

Integration Costs

H1 FY23

58.5

4.5

0.2

2.8

(0.3)

0.0

0.5

0.1

1.0

(3.0)

64.6

0.3

64.6

Increase

Decrease

Total

19
Additions to Property, Plant And Equipment

Additions to Intangible Assets

9.5

14.1

H1 FY22H1 FY23

Total PPE Additions ($m)

8.9

12.5

H1 FY22H1 FY23

Hardware Assets

Additions ($m)

4.0

8.8

H1 FY22H1 FY23

Hardware Asset Additions

Excluding Inventory

Management ($m)

11.9

16.1

H1 FY22H1 FY23

Total Intangible Assets

Additions ($m)

10.6

14.4

H1 FY22H1 FY23

Development Assets

Additions ($m)

1.3

1.7

H1 FY22H1 FY23

Software Asset Additions

($m)

PropertyPlant&Equipment

PPEincreasedby$14.1mreflecting:

•Growth in hardware assets through

growth in contracted units, ancillary

hardware and the 3G upgrade

programme

•investmentininventorytorespondto

globalsupplychain pressuresand

pipelinedemandsof$3.6m. A further

$3.1m has been invested and is

recognised within prepayments.

IntangibleAssets

•Intangibleadditionsprimarilyreflects

newproduct development and

enhancement of current platforms and

products.

•Capital integration development for

customer facing productswas $4.2m

for H1 FY23.

•Approximately half of the software

additions are the integration of

Coretexand EROADback-office

systems thatsupport sales and

customer contract management. The

remainder reflects incremental

systems improvement and the

development of customer self service

functionality.

20
Increased Investment in R&D

To support integration and product delivery in FY23 and FY24

IncreaseDecrease Total

5.1

8.0

10.5

13.2

14.4

4.2

4.0

2.8

5.2

6.1

R&D CapitalisedR&D Expensed

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

ResearchandDevelopment

(

$m

)

9.3

12.0

13.3

18.4

20.5

FY22AdditionsAmortisationFXH1 FY23

MovementinIntangibles

(

$m

)

228.4

16.1

(8.1)

0.4

236.7

236.70.3

21
Inflows

Outflows

Total

NEWZEALAND

$16.7m(H1 FY22: $17.1m)

NORTHAMERICA

$5.8m(H1 FY22: $0.5m)

AUSTRALIA

$0.0m(H1 FY22: $(1.8)m)

CORPORATE&DEVELOPMENT

$(36)m(H1 FY22: $(25.5)m)

CDE

EBITDA

Other

PPE

Development

Assets

Software

Assets

Interest

Paid

Group

Free

Cash

Flows

HY23

Non cash items and

other

o

perating

c

ash

f

lows

EBITDA

Other

PPE

CA

Assets

H&A

Assets

CF

Assets

EBITDA

Other

PPE

CA

Assets

H&A

Assets

CF

Assets

EBITDA

Other

PPE

CA

Assets

H&A

Assets

CF

Assets

H&A

under

Construction

Operating

Companies

FCF

HY32

H&A Assets -Hardware &Accessory Assets •CA Assets -Customer Acquisition Assets •CF Assets -Contract Fulfilment Assets •CE EBITDA –Corporate and Elimination EBITDA •H&A under Construction -Hardware &Accessories +/_ Inventories

Free Cash Flows ($m)

25.1

(5.3)

(0.6)

(2.4)

(0.1)

12.7

(5.3)

(0.6)

(0.9)

(0.1)

0.9

(0.5)

(0.1)

(0.3)

0.0

(2.6)

19.9

(17.8)

(0.4)

(14.4)

(1.7)

(1.7)

(7.3)

(23.4)

22
Operating cash flow

continues to be

impacted by one-offs

and macro-economic

conditions

Integration costs

•Key product and platform integration along with back-office systems of

$5.5m impacted H1 FY23, along with approximately $0.5m of other

externalintegration expenditure.

•Further investment in H2 FY23 will occurasintegration of the product suite

is completed.

•The remainder of the back-office business systems are expected to be

integrated during FY24.

Inventory levels

•Increased inventory levels to de-risk supply chain issues that impact lead

times, pricing and security of supply. This has resulted in EROAD purchasing

componentry to assure supply and meet requirements of large enterprise

customer roll outs.

Research and development

•EROAD continues to invest in newproducts that meet our customers' future

needs and increase ARPU.

22

2323
In H1 FY23a number ofactions were taken to reduce operating costs or increase

margins for H2 FY23 and beyond.

•Ended the leases in Portland and additional site in Albany

•Reduced contractor spend and lowered headcount (Net reduction ofc40 roles)

•Reviewed and amended data plans with supplier supporting customer facing

products

•Re-negotiating supplier pricing

•Increased New Zealand RUC and installation charges,moved out-of-contract 1-9 unit

customers to retail pricing

Further initiatives underway to reduce costsinclude:

•Reducing number of platforms products operate on

•Focus our R&D spending on most value enhancing for customersand reduce

investment cycles

•Some simplification of product range to reduce administration burden

One-off operating costs of integration ($2.6m in H1 FY23) and personnel costs ($0.4m)

will not occur fromFY24.

EROAD beginning to

make realchange to

drive operatingleverage

going forward

Growth Opportunity and Outlook
Mark Heine

Chief Executive Officer

25
Progressing key product and

platform integration to enable

enhanced SaaS products

The integrated EROAD and Coretexplatform will go live by year-end.

Integration of key products underway:

•Clarity dashcamto be integrated and sold to Coretexcustomers

•EROAD North America Tax featuresinto the Coretexplatform

•Technical work to support Corehubcertification as a RUC device in New Zealand

In addition to the key product integration, focus for H2 FY23 is:

•alignment of fleet management functionality and user experience, including the

use of a common map provider

•move to a single driver facing platform with common codebase features, as well as

look and feel

•continue to mature the ability for teams to cross sell hardware across both

platforms

•begin work to move to a single telematics device ingestion engine to reduce SaaS

overhead costs and improve performance in medium term

26
Building Revenuegrowthmomentum in North America

Growth not at pre-COVID levels, but demonstrating CoreHuband 360 product

market fit winning in a competitive landscape

13.5

25.5

33.8

H1 FY22

H2 FY22

H1 FY23

Revenue($m)

Gross sales for H1 FY23 of 7,572 (77% of which

Corehub)more than 3x levels seen in H1 FY21.

Continued churn from Ehubosmall-to-medium

customers.

2,095

1,950

7,168

7,572

3,775

143

(1,445)

3,062

2,916

Gross Units added

Net Units added

H1 FY21H2 FY21H1 FY22H2 FY22H1 FY23

Proving product market fit of Coretexproducts

Organic growth in contracted units

Since FY results in May, converted 3 pilots to

sales and added 10 new pilotswith no

pilots lost.

Proving capability to convert pilots to sales

Estimated contracted units of pilot opportunity

26 May 2022

Converted to sales

Stalled

New pilots

25 November 2022

26,000

25,000

North America enterprise sales pipeline

remains large, with seeing business

decisions taking longer in current

economic climate increasing sales

lead times.

Entering into a renewal phase for a

number of large Enterprise accounts.

Focus on next 6 months will be on

retaining and growing existing

Enterprise accounts.

Significant growth opportunity within the

Professional trucking and Refrigerated

transport.Increased demand from

customers for sustainability solutions.

Currently 13pilotsfor Enterprise

customersunderwayrepresenting

potentialopportunities of over

25,000 units.

27
Continued Revenuegrowthmomentum

in New Zealand and Australia

Continue to deliver strong growth in New Zealand with Australia

remaining substantial growth opportunity in medium term

33.7

38.4

47.2

0.8

3.0

4.4

New Zealand

Australia

H1 FY22H2 FY22H1 FY23

Revenue ($m)

New Zealand continues to deliver consistent

strong growthexpanding relationshipswith

current customers and adding new customers.

Continuetoexpectunitgrowthsimilartopre

FY21 levels (>9,000 Connected vehicles per

annum)withfocusonincreasedsalesof

ClarityDashcam.

Significant growth opportunity to provide

ESGsolutionstocustomerstohelpthem

de-carboniseandconverttoEVfleets.

Five enterprise fleetpilots currently

underway(over c5,000units).

Australia’s growth reflected growth in an

Enterprise customer and strong dashcam

sales.Focus has and remains on the renewal of

a number of large Enterprise accounts.

Australia remainsa substantial growth

opportunity inmedium term.

Focus on dashcam and EROAD Where sales

until launch of the integrated platform to drive

growth momentum.

4 ongoing Enterprise customer pilots

(c2,300 units, 50clarity solocameras

andc2,000minitags).

28
Focus on helping our customers de-carbonisethrough

fuel efficiency, fleet utilisationand reducing waste in

fleet operations

Net Zero delivery team has been

established. Focus expanded to

include all of EROAD's markets

following feedback from North

American customers.

Heavy Vehicle EV trails

EROAD is supporting two heavy EV trials active in

New Zealand which are being funded by EECA.

Heavy Fleet Decarbonisation Insights

Working with Energy Efficiency & Conservation

Authority (EECA) to develop Heavy Fleet

Decarbonisation tool which will use the EROAD

dataset to generate actionable insights.

EECA arefunding up to 46% of the R&D.Project

on track with first funding grant received from

EECA.Launch expected during 2023 and will be

adapted for North America and Australia.

28

29
With any major merger and leadership change it takes a dedicated

focus on people, communication and change management to

maintain engagement.

Focus on building a shared culture, which builds on the strengths of EROAD

and Coretexcultures with several key initiatives underway:

•following COVID, focused on getting our teams back in the office

•change management workshops

•enhanced two-way communication channels

With today’s competitive labourmarket, we are focusing on our employee

value proposition.

To deliver we must empower and continue building on the capability of our

leaders.

Focus on building a shared culture

to deliver on purpose and strategy

FY23 Outlook
30

Continue to expect FY23 NormalisedRevenue of between

$154m -$164m* subject to FX movements.

22 enterprise customers at the pilot stage across all the markets,

representing some 32,300 contracted units.

The key focus for the second half of FY23 will also be the retention

of EROAD’s large North American and Australian Enterprise

customers.

Will begin to see benefit of cost cutting initiatives in H2 FY23,

helping to offset headwinds in operating costs.

Remain on track for FY23 NormalisedEBIT of between $-5m and

breakeven.

* Normalisedfor non-cash acquisition accounting revenue of $7m and integration costs

31
31

Strategy review focusedon profitablegrowth

•Inthecurrenteconomicclimate,customerbuyingdecisionsaretakinglonger,whichweexpectwillpushoutthetimingtoreach

EROAD's$250mrevenuetargetbeyondFY25

•EROADcontinuestohavesignificantgrowthopportunities

•beginningtoseebenefitsofimprovedproductmarketfitofCoretexproductswithhighergrosssalesinNorthAmericaandgood

conversionofpilotopportunitiestosales

•customersareincreasingdemandforsolutionsfocusedonsustainabilitydataandmanagingassets

•ThestrategyreviewlookstocontinuetodeliveronprogressmadeinH1FY23towardsprofitablegrowth

•continuetobuildonprogrammeofcost-outinitiatives

•moredisciplinedmarketstrategyinNorthAmericafocusedonmaximisingbenefitofimprovedmarketfitofCoretexproducts

•furtherrationalisationofproductsandnarrowingthefocusofwhichproductsarebroughttothemarket

•forecastedhigherrevenueandcontinuedcashreturnfromoutrightsales

•WillconcludethestrategyreviewbeforetheendofFY23andprovideamoredetailedupdatetothemarket

Questions and Answers

Appendix

34
Statement of Income (NZ$m)

Ye a rended

H1 FY23

H2FY22RestatedH1

FY22

Movement

H1 FY23 vs H2 FY22

Revenue85.466.948.018.5

Operating expenses(64.6)(58.2)(35.7)(6.4)

Earningsbeforeinterest,taxation,

depreciation andamortisation20.8

8.7

12.3

12.1

Depreciationofproperty,plant&equipment(8.0)(5.4)(5.0)

(2.6)

Amortisationofintangibleassets(8.1)(6.6)(4.4)(1.5)

Amortisationofcontractandcustomeracquisitionassets(3.7)(3.5)(3.3)(0.2)

Earningsbeforeinterestandtaxation1.0(6.8)(0.4)7.8

Netfinancingcosts(3.7)(2.1)(1.1)(1.6)

Profit/(loss)beforetax(2.7)(8.9)(1.5)6.2

Incometax(expense)benefit3.32.1(1.3)1.2

Profit/(loss)aftertaxfortheyear

attributable toshareholders0.6

(6.8)(2.8)

7.4

Othercomprehensiveincome

5.0

(0.7)0.45.7

To t a lcomprehensive(loss)/incomefortheperiod5.6(7.5)(2.4)13.1

•4 monthcontribution fromCoretexinH2 FY22

and6 monthcontribution inH1 FY23.The

additional 2 months results in growth in both

revenue,operating expenses, depreciation and

amortisationwhen comparingto the prior half

year.

•Compared to H2 FY22, revenueincreased28%.

and included one off acquisition

accountingrevenue of $7.0m (Other Revenue).

Adjusted for thisrevenue growth was 17%.

•Software as a Service revenue grew 21%

reflecting an additional two months of

Coretex,underlying SaaSrevenuegrowth

and a strong US exchange rate.

•Non-recurringrevenuerelatestoavarietyof

areas including the one-offacquisition

accountingrevenue noted above(H2 FY22

$1.3). The remainder of the non-

recurring revenue reflects early

terminationfeesand grant revenue.

•Operatingcostgrowthis duetotheinclusion

ofCoretexfor the full period,integration

costs ($2.6m)andgrowthinpersonnel

costs driven by inflation and pressure in

the labourmarket for specialist skill sets.

•Amortisationincreaseswiththemergerof

CoretexintangiblesandgrowthinR&D

activity.

•EBITimproved from a loss of $6.8min H2

FY22toaprofitof$1.0m. Normalisedfor

acquisition and integration costs in both

periods,EBITloss improves 15% from

$4.0m in H2 FY22 to $3.4m in H1 FY23.

35
•Cashhasdecreased$9.5mand

borrowings increased $15.4m during

the 6 month period. Cash has been

used for integration activity, funding

growth in componentry and inventory

held for manufacturing and sale (in part

to address global supply chain

pressures), R&D activity and ongoing

growth.

•Property,plantandequipment

(PPE)increased$12.6m, including

equipment under construction

(inventory) of $27.4mwhich has beenheld

toensurecontinuityofsupplygivenglobal

supply chainpressures and increased

lead times.

•ContractFulfilmentandCustomer

Acquisition Assetsincreasedby$1.9m

(acrossbothcurrent andnon-current

portions)reflectinggrowthand renewals.

•Intangiblesgrowthreflects investment

inR&D including integration.

•Otherliabilitiesincludesanestimateforthe

contingentpayablerelatedtotheCoretex

acquisition.

AsatperiodendH1 FY23FY22Movement

Cash4.413.9(9.5)

Restrictedbankaccount10.214.7(4.5)

Coststoacquireandcontractfulfilmentcosts6.85.71.1

Other35.627.28.4

To t a lcurrentassets

57.0

61.5(4.5)

Property,plantandequipment74.361.712.6

Intangibleassets236.7228.48.3

Coststoacquireandcontractfulfilmentcosts6.05.20.8

Other15.710.35.4

To t a lnon-currentassets

332.7

305.627.1

To t a lassets389.7367.122.6

Payablestotransportagencies10.415.0(4.6)

Contractliabilities18.811.96.9

Borrowings47.532.115.4

Otherliabilities59.760.4-0.7

To t a lliabilities136.4119.417.0

Netassets253.3247.75.6

Balance Sheet (NZ$m)

36
Ye a rended

H1FY23H2FY22H1FY22

Movement H1

FY23vs H2

FY22

Cashflowsfromoperatingactivities

Otheroperatingcashflows13.66.211.0

7.4

Netinterestpaid(1.7)(1.7)(1.2)-

Netcashinflowfromoperatingactivities11.94.59.87.4

Cashflowsfrominvestingactivities

Property,plantandequipment(includinghardwareassets)(14.3)(18.9)(9.5)4.6

Intangibleassets(16.1)(13.1)(11.8)(3.0)

Contractfulfillmentandcustomeracquisitionassets(4.9)(4.6)(4.3)(0.3)

Paymentsforinvestmentinsubsidiary-(72.4)-72.4

Netcashoutflowfrominvestingactivities(35.3)(109.0)(25.6)73.7

Cashflowsfromfinancingactivities

Bankloans15.5(0.5)(2.4)16.0

Issueofequity-0.384.7(0.3)

Costofraisingcapital-0.1(3.5)(0.1)

Otherfinancingscashflows(1.2)(0.8)(0.8)(0.4)

Netcashinflow/(outflow)fromfinancingactivities14.3(0.9)78.015.2

Netincrease/(decrease)incashheld(9.1)(105.4)62.296.3

Cashatbeginningofthefinancialperiod13.9119.357.1(105.4)

Effects of exchange rate changes on cash and cash equivalent(0.4)(0.4)

Closingcashandcashequivalents4.413.9119.3(9.5)

•Operatingcashflows

increased $6.7mfrom H2

FY22reflectingan

additional 2 months of

Coretex

contribution,growth in

contracted units, outright

sales of some

productsand successful

collection of a large

outstanding debtor in North

America. Operating cashflows

included external integration

costs of approximately $0.5m.

•Investingcashof

$35.3mreflectsthepurchase

ofhardware (to support customer

demand and increased inventory

to address supply chain risk) and

research and

developmentincluding

integration of $5.5m.

•Financingcashflowswere

$14.3masaresultof

thedrawings onour debt

facility. At 30 September2022

the headroom in the facility is

$41.8m.

Cash Flow Statement (NZ$m)

* FY21 has been restated (cloud related adjustments)

37
YEARENDED

H1 FY23

RESTATED H1

FY22

Profit/(Loss)aftertaxfortheyearattributabletotheshareholders

0.6(2.8)

Add/(less)non-cashitems

Ta xassetrecognised

(3.3)1.2

Depreciationandamortisation

19.812.7

Othernon-cashexpenses/(income)

0.9(0.8)

Contingent consideration

(6.3)

-

Add/(less)movementsinotherworkingcapitalitems:

Decrease/(increase)intradeandotherreceivables

(6.3)(4.2)

Increase/(decrease)incontractliabilities

5.90.5

Increase/(decrease)intax payables

--

Increase/(decrease)intradepayables,interestpayableandaccruals

0.63.2

Netcashfromoperatingactivities

11.99.8

37

Reconciliation of Profit to Movement in Cash

38
38

NZ$Local$

H1 FY23H1 FY22H1 FY23H1 FY22

NewZealandARPU

NZ$55.50NZ$56.78NZ$55.50NZ$56.78

NorthAmericaARPUNZ$57.25NZ$62.77US$36.18US$44.42

AustralianARPUNZ$46.51NZ$31.72AU$42.02AU$29.86

Average Revenue per Unit (ARPU)

39
77%

Customer facing

R&D

Investment

•R&D is critical in developing new products and

services to retain customers, open up the

addressable market, grow connected vehicles and

grow average SaaS monthly revenue per unit

•Target ~60% of R&D spend on customer facing

elements

•In H1 FY23 spend $20.4m on R&D for FY23

targeting$38m*

•Increased focus on product development on the high

value add products for customers (maximisingreturn

on investment)

58%18%8%

New to

EROAD

Planned

enhancements

Quality

/bugs

10%5%2%

Reliability,

availability,

serviceability

and scalability

Learning

/future

Unplanned

enhancements

39

* Includes operating expenditure and capital expenditure

40
Glossary

40

ANNUALISED MONTHLY RECURRING

REVENUE (AMRR)

Anon-GAAPmeasurerepresenting

monthly RecurringRevenueforthelast

monthoftheperiod,multipliedby12.

Itprovidesa12monthforward viewof

revenue,assumingunitnumbers,pricing

and foreignexchangeremainunchanged

duringtheyear.

ASSET RETENTION RATE

ThenumberofTotalContractedUnitsatthe

beginningofthe12monthperiodand

retainedas TotalContractedUnitsattheendof

the12monthperiod,asapercentageofTotal

ContractedUnitsatthe beginningofthe12

monthperiod.

COREHUB

EROAD’s next generation telematics hardware that

collects rich data, meets electronic logging device

certification, and integrates with cameras.

COSTS TO ACQUIRE CUSTOMERS (CAC)

Anon-GAAPmeasureofcoststoacquirecustomers.

TotalCACrepresentsallsales&marketingrelated

costs.CACcapitalisedincludesincrementalsales

commissionsfornewsales,upgradesandrenewals

whicharecapitalisedandamortisedoverthelifeof

thecontract.AllotherCACrelatedcostsare

expensed whenincurredandincludedwithinCAC

expensed.

COSTS TO SERVICE & SUPPORT (CTS)

Anon-GAAPmeasureofcoststosupportandservice

customers.TotalCTSrepresentsallcustomersuccess

andproductsupportcosts. Thesecostsareincluded

in AdministrativeandotherOperatingExpenses.

CY

12monthsended31December

EBITDA

Anon-GAAPmeasurerepresentingEarnings

before Interest,Taxation,Depreciationand

Amortisation (EBITDA).ReferConsolidated

Statementof ComprehensiveIncomeinFinancial

Statements.

EBITDA MARGIN

Anon-GAAPmeasurerepresentingEBITDA

divided byRevenue.

EHUBO, EHUBO2 and EHUBO 2.2

EROAD’s first and second generation telematics

hardware. EHUBO is a trade mark registered in

New Zealand, Australia and the United States.

ENTERPRISE

Afleetofmorethan500vehiclesinNorthAmerica

andmorethan150vehicles inAustraliaorNew

Zealand.

FREE CASH FLOW

Anon-GAAPmeasurerepresentingoperatingcash

flowandinvestingcashflowreportedintheStatement

ofCashFlows.

FUTURE CONTRACTED INCOME (FCI)

Anon-GAAPmeasurewhichrepresentscontracted

SoftwareasaService(SaaS)incometoberecognised

asrevenueinfutureperiods.ReferRevenueNote2of

theH1 FY23FinancialStatements.

FY

Financialyearended31March.

H1

Forthesixmonthsended30September.

H2

Forthesixmonthsended31March.

MONTHLY SAAS AVERAGE REVENUE PER UNIT

(ARPU)

Anon-GAAPmeasurethatiscalculatedbydividing

thetotalSaaSrevenuefortheyearreportedinNote

2 oftheH1 FY23FinancialStatements,bytheTCU

balance attheendofeachmonthduringtheyear.

NORMALISED EBITDA

Excludesone-offitems:H1FY23

Normalisedforacquisition accounting

adjustments (revenue: $7m) and integration costs

($2.6m). H1 FY22normalisation was due

diligence costs ($2.0m). H2 FY22 normalisation

includeduediligence and

transactioncosts($1.6m),Integrationcosts($4.0

m)andacquisitionaccountingrevenue($1.3m

NORMALISED EBITDA MARGIN

Excludesone-offitems, consistent with the definition

provided for Normalised EBITDA

NORMALISED REVENUE

Excludesthe one-offacquisition accounting revenue

in H1 FY23 ($7m).

ROAD USER CHARGES (RUC)

InNewZealand,RUCisapplicabletoHeavyVehicles

andallvehiclespoweredbyafuelnottaxedatsource.

ThechargesarepaidintoafundcalledtheNational

LandTransportFund,whichiscontrolledbyNZTA,

andgotowardsthecostofrepairingtheroads.

SAAS

SoftwareasaService,amethodofsoftwaredelivery

inwhichsoftwareisaccessedonlineviaasubscription

ratherthanboughtandinstalledonindividual

computers.

SAAS REVENUE

Softwareasaservice(SaaS)revenuerepresents

revenueearnedfromcustomercontractsforthe

saleorrentalofhardware,installationservicesand

provisionofsoftwareservices.

TOTAL CONTRACTED UNITS

RepresentsEROADbrandedunitssubjecttoa

customercontractbothonDepotandpending

instalmentandCoretexbrandedunitscurrently

billed

UNIT

Acommunicationdevicefittedin-caborona

trailer. Wherethereismorethanoneunitfittedin-

cabor onatrailer,itiscountedasoneunit

(excluding PhilipsConnect).

360

Aweb-based platform that allows customers to

access data collected by CoreHuband the

associated reports.

ASX & NZX: ERD
investors@eroad.com

eroadglobal.con/investors

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.