2023 annual shareholder meeting presentation and speeches
MARKET RELEASE
31 AUGUST 2023
2023 annual shareholder meeting presentation and speeches
TradeWindow (NZX: TWL), the global trade software business, attaches the presentation and
speeches to be given by Independent Chair Alasdair MacLeod and Executive Director AJ Smith
at the company’s Annual Shareholders Meeting this morning.
In the presentation TradeWindow maintains guidance for FY24 trading revenue of $7.0 million
to $8.0 million and reducing average monthly cash outflow from $1.0 million for the second
half of FY23 to $400,000 for the second half of FY24.
TradeWindow also notes in the presentation that – subject to shareholder approval at the
meeting of the planned strategic partnership with nChain – the UK technology company
intends to nominate its Chief Revenue Officer Leandro Nunes to the board.
Under the terms of the strategic agreement, nChain is entitled to nominate a director to take
a seat on TradeWindow’s board so long as it maintains a 15% shareholding in the company.
Further detail on the guidance and the planned nomination is covered in the presentation and
speeches.
Annual shareholder meeting details:
Time: 11am (NZT)
Annual Meeting link: https://meetnow.global/nz
No physical place of meeting will be made available.
Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer
ENDS
About TradeWindow:
Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters, importers,
freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow’s software
solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations,
share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks,
insurance companies, and government authorities.
www.tradewindow.io
Further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 227 3541
Media
Richard Inder
The Project
+64 21 645 643
---
2023 annual shareholder meeting addresses
ALASDAIR MACLEOD, INDEPENDENT CHAIR ADDRESS
Tena koutou, tena koutou, tena koutou katoa.
Kia ora and good morning, and welcome to TradeWindow’s Annual Meeting. My name is
Alasdair MacLeod, I am the Chair of the company.
On behalf of the Board, thank you for attending the 2023 Annual Meeting.
I would first direct your attention to this slide 3 and this important notice on the presentation.
We will be presenting a series of slides that have been released to the NZX this morning and
are also now available on TradeWindow’s investor website.
Before we start with the formal business of the meeting, I have a couple of housekeeping
points.
I am on slide 4
Today’s meeting is being held online via the Computershare Online Meetings platform.
If you have a question to submit during the live meeting, the Q&A is always open so please
feel free to submit questions throughout the meeting, these will be addressed at the relevant
time.
Questions may be moderated or if we receive multiple questions on one topic, amalgamated
together. Any questions not answered in time will receive an email response after the meeting.
Voting today will be conducted by way of a poll on all items of business. I will shortly open the
voting for all resolutions.
I am on slide 5
If you are eligible to vote at this meeting, you will be able to cast your vote under the Vote tab.
Once the voting has opened, the resolutions will allow votes to be submitted.
You can change your vote, up until the time I declare voting closed.
I now declare voting open on all items of business. I will give you a warning before I move to
close voting.
Turning to slide 6
Let me introduce you to my fellow directors who are joining me today:
AJ Smith, our Managing Director and Chief Executive Officer
Independent Director Diana Puketapu
Executive Director Kerry Friend, and
Independent Director Phil Norman
Also joining us online are:
2
Aaron Woolsey representing our Auditors KPMG who will be available to respond to questions
later in the meeting;
Ian Beaumont from our lawyers Russell McVeagh, and members of our senior management
team:
Andrew Balgarnie our Chief Strategy Officer and company secretary
Deidre Campbell – our CFO
You can find details of all directors and the senior management team in our annual report and
on our website.
The Company's constitution prescribes a quorum of ten shareholders. I can confirm this
requirement has been met. Accordingly, I declare the meeting formally open.
The items of business for this meeting and the resolutions to be considered by shareholders
are contained in the Notice of Meeting which was sent to shareholders on 8 August 2023.
In terms of the Order of the Meeting, I will say a few words on the results for the 2023 financial
year. Following this AJ will give a presentation covering a review of the 2023 financial year,
the trading update we released to the market earlier this month and an overview of the nChain
transaction on which we will vote upon today.
We will then consider the formal business and resolutions of the meeting.
In relation to the resolutions, there will be opportunities for shareholders to ask specific
questions as we address each resolution in the formal part of the meeting, and there will also
be an opportunity to ask general questions after AJ and I have completed our addresses.
I am now on slide 8
I would like first to turn to our performance in the 2023 financial year.
The board is proud of the company’s achievements. On all our key performance indicators, we
delivered a pleasing result.
Trading revenue, average revenue per customer and absolute customer numbers all grew. And
- as AJ will detail in his address - we have seen an improvement in these measures in the first
quarter of the new financial year.
In the second half of the year, we introduced a new measure of annual recurring revenue or
ARR as a more insightful measure of our revenue position. ARR is a commonly used metric
among ‘Software as a Service’ businesses, particularly growth companies.
With its focus on current or recent revenue levels as the starting point, it is regarded as a
reliable indicator of expected revenue for the coming twelve months.
The percentage of expenses on R&D and commercialization reflected the planned investment
programme for FY23. In March we began to implement plans to reduce costs.
AJ will outline the benefits of these initiatives shortly.
Turning to our financial performance on slide 9
Total operating expenses were $17.4 million, up 21% from the prior year, reflecting revenue
growth and planned investments in market development and the global trade platform.
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Consequently, our EBITDA loss was $11.7 million, up 22% from $9.5 million last year, but our
net loss reduced 10% to $9.8 million after accounting for the revaluation of an acquisition
contingent earnout.
Expenses and EBITDA reflect FY23 figures prior to the cost reductions.
Into the new financial year, we have continued to take a disciplined approach to operational
expenditure, while ensuring targeted investments where necessary to achieve our goals.
The nChain agreement, as we will discuss shortly, supports our aspirations in this respect.
Our funding position – slide 10 - has been at the top of mind through the last year. Our efforts
to secure long-term funding, have been limited by the difficult and competitive capital markets
we faced through the year.
In an environment of rising interest rates, growth companies such as TradeWindow always
face hurdles, but the extent of the interest rate rises we have seen over the last year have
made this challenge especially difficult.
It is a credit to the team and the strength of the TradeWindow business model that we have
weathered these conditions well. It also reflects the strength of our cornerstone shareholders
and their determination to see us succeed. We thank you all for your ongoing support.
During the second half, we raised $5.4 million under a capital raising, while we cut costs to
ensure we could continue to fund our growth.
Our cash balance as at 30 June 2023 was $3.5 million, down from $6.1 million at the end of
March.
Assuming shareholder approval of the nChain agreement today, we will receive an additional
$2.4 million to support our reserves.
It is also worth noting that nChain’s agreement to provide services in exchange for equity puts
us on track to complete our global trade platform within 24 months.
I am now on slide 11
TradeWindow understands the increased requirement from investors that we report on our
sustainability strategies.
We are moving progressively to deliver on these commitments, while recognizing our priority
is financial sustainability and managing the risks to our business – a focus that sits firmly
under the heading of governance.
As an early-stage technology company we have a low carbon footprint relative to many other
companies on the market.
For the moment at least, we are not required to report against the new climate reporting
standards. That said, through a variety of practices that are embedded in our culture and
operations we seek to minimize our environmental footprint.
We foster a high-performance team culture that embraces diversity and inclusion, recognizing
that such a culture is pivotal to delivering a strong performance and plays a key role in
attracting and retaining talent.
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We are proud of the way AJ and the team has embraced the challenges of the last year and
delivered for all of our stakeholders. On behalf of the Board and shareholders we thank them
for their efforts.
Before closing I would also like to acknowledge the support and guidance of my fellow
directors and on behalf of all shareholders thank them for their efforts on behalf of the
company.
I would now like to hand you over to AJ for a review of our progress against strategy and our
recent performance.
AJ SMITH, EXECUTIVE DIRECTOR ADDRESS
Thank You Alasdair, and welcome everyone, joining us today.
Before I turn to the strategic achievements of the last year, and our performance in the most
recent quarter,
I think it is first useful to dwell on our purpose; the problems we solve, and then the changes
we see in international markets, that give us confidence in our prospects.
Slide 13 sets out the sheer complexity of the global trade system and the network of
organisations which make up global supply chains.
The nodes in white are the points representing the physical flow of goods in global supply
chains, the green elements cover the exchange of finance and finance documentation, while
the blue shows information exchanges.
The sharing of data underpins all activities in this network, whether it is forming a sales
contract, coordinating the physical movement of goods, or making a payment.
Global consulting firm, BCG, reports that a single transaction often requires the interaction of
more than 20 entities, and involves between 10 and 20 paper documents and 5,000 data field
exchanges.
TradeWindow is successfully digitalising these information workflows, delivering on its vision
to provide end to end connectivity across global supply chains by building digital trade
infrastructure, which means data straight through from beginning to end.
Despite the challenges of the last year nothing has more dis-sauded us from pressing on with
our goal. Indeed, we are more convinced than ever, about our proposition.
As you can see on Slide 14 the digitalisation of global trade is being driven by three major
trends: macroeconomic, customer demand and market-enabling trends.
Market forces are converging to create the perfect environment for the widespread adoption
of digital trade solutions.
Macroeconomic trends, including continued supply chain disruptions, inflation, and the global
skills shortages, are pushing businesses in all countries to be more efficient and innovative.
5
Market enabling trends, include the opening of market access brought about through free
trade agreements. Specifically, new free trade agreements with the UK, include provisions for
electronic trade facilitation through interoperable systems.
Regulatory change is allowing for the legal recognition of electronic documents or
instruments, playing into the hands of our technology.
The UK’s Electronic Trade Documents Act passed into law in July, has for example given trade
documents, including bills of lading, promissory notes, and bills of exchange, the same legal
status as their paper equivalents. It sets a standard for the
UK’s trading partners, including the New Zealand and Australian Governments to follow.
Food traceability solutions are also increasingly sought after as tighter regulatory standards
are being introduced in major export markets including the USA and the EU.
Exporting food producers around the world, will need to implement a traceability solution if
they’re to continue to enjoy unhindered market access, although we are early in the technology
adoption curve.
Our strategy as set out on slide 15 is robust, although given the constraints on funding we
have shifted the emphasis to focus our resources on the Land and Grow pillars - as we believe
this will provide a faster path to a self-sustaining model.
These pillars are essentially aimed at building our customer base and growing the average
revenue per customer.
Unifying solutions into a highly scalable global trade platform remains a priority and, as I will
discuss shortly, our efforts will be accelerated by the nChain deal.
Over the last year we have delivered against all these pillars as you can see on slide 16
We have extended our market penetration by consolidating our market share among large
New Zealand exporters.
Our efforts to deliver increased value to our existing customers have been supported by the
release of new features, which have strengthened the value proposition to customers.
I will expand on these achievements shortly.
The ‘unify’ element of our strategy involves converging the proprietary and acquired software
solutions into a highly scalable global trade platform or trade management system.
It has seen the acquisition of Rfider last year, providing us with a food-traceability solution for
our New Zealand primary sector clients.
For People, we are focused on productivity and a high-performance culture. Increasing our
international presence - specifically expanding our presence in the Philippines –
has provided access to a deep pool of talent, as well as provided the impetus for TradeWindow
to implement the systems and processes which enable the efficient and effective
coordination of a globally focused team.
Turning to the ‘unify’ pillar of our strategy – slide 16 - how we are evolving our technology
stack so we can continue to capitalise on the trends we are seeing in international markets.
6
We remain committed to targeted investments to ensure we grow and scale at the right pace.
We made progress during the prior financial year in building key elements of the global trade
platform.
It's important to note that we are already monetising these and prior investments.
The top horizontal line highlights how the global trade platform will service the end-to-end
workflow of our customers.
This will be supported by TradeWindow's applications in place and future functionality
highlighted in the second line. Additions over the past year have included multiple new
integrations to Cube building our eco system,
Bookings and Schedules, as well as container Visibility functionality which have just gone live.
Our achievements have translated into continuing improvements in our key performance
measures as we set out on slide 17
As we highlighted in our first quarterly shareholder update released to the market 22 August
2023, we’ve continued to win new customers, the majority of these
are freight forwarders switching from competing solutions in search of a more cost-effective
solution to manage their operations.
We have been focused on streamlining our onboarding processes to provide a more seamless
transition for our customers into the world of digital trade.
These efforts have contributed to an improvement in gross margin in the quarter, which - at
48% - is up two percentage points up FY’ 23 result.
Growth in both the shipper and forwarder segments saw the team deliver a record month in a
quarter which totalled $1.5 million in trading revenue (unaudited) for the period 1 April to 30
June 2023.
On a forward-looking basis we expect current customer contracts to produce $5.9 million in
recurring revenue over the next 12 months.
This is tracking towards our guidance for FY24 revenue to range between $7 million and $8
million.
We are focused on maintaining a customer retention rate over 90%.
The high level of customer retention reflects the business-critical nature of our solutions and
customers’ growing reliance on our solutions to run their operations.
Our solutions help our customers meet their trade compliance obligations; we’re focused on
removing friction from what our customers must do.
I want to return briefly to our achievements against our Land, Grow and Unify pillars on slide
18 since it is our success in these areas, that give us the greatest confidence in our outlook.
At the end of June some 481 customers were using our technology with significant diversity,
by revenue and industry.
We serve many of Australasia’s leading export sector brands. We’re proud to serve the
majority of New Zealand’s red meat sector, having onboarded Alliance in the past year.
7
Shortly after balance date, we announced a strategic partnership with Buy New Zealand Made,
to verify and deliver enhanced supply-chain visibility for their 1400-strong pool of licensees.
Growing our customer base in Australia remains a priority.
In January, we received approval from the Australian Department of Foreign Affairs and Trade
to issue Certificates of Origin to the Australian market.
Since receiving the accreditation, the team have been hard at work to implement the changes
needed to ensure we can issue COO;s in line with local market requirements.
We plan to commercially launch our Australia Certificate of Origin offering during this quarter.
The inclusion of Certificates of Origin within TradeWindow Cube - the solution at the heart of
our global trade platform – is a real boost to exporters in terms of cost savings, efficiency,
automation, and all-hours trade to keep globally traded goods moving.
It makes Cube even more attractive to Australian exporters.
We’ve been working to strengthen the value proposition of our Freight solution with the beta
release during Q1 of Freight ‘Web’, a modular platform designed for freight forwarders to
execute logistics transactions and manage backend operations.
The release includes a fresh new look to the user interface providing a more user-friendly
experience.
Other key features include data validation which helps reduce operator errors by ensuring data
is entered in the correct format.
I now want to turn to the nChain transaction and set out why we believe it represents a
significant opportunity to accelerate our strategy and – importantly – why we believe it
deserves your support in the shareholder vote today.
I am now on slide 21
The proposed transaction with nChain aims to create a long-term strategic partnership with
a global leader in advisory, and research and development of blockchain technologies and
solutions.
It provides TradeWindow with funding to support our growth strategy. It gives us access to
the capabilities we need to complete the global trade platform and do so within 24
months which will enable us to monetise more products much faster, help us to localise and
target new markets.
It also offers a capital efficient entry into the UK and Scandinavian markets and broadens
TradeWindow’s international network.
Perhaps most importantly for shareholders it aligns nChain’s and TradeWindow’s interests.
When we succeed nChain succeeds.
I will cover each of these points on the following slides.
So, who is nChain? Slide 22
8
Founded in 2015, nChain is a tech company offering software, IP licensing, consultancy
services and venture capital, and offers deep domain expertise with a highly skilled team
based in the UK, Switzerland, and Slovenia.
It is the developer behind the highly scalable open-source BSV Node, blockchain infrastructure
designed for enterprise applications.
Moving to the transaction – slide 23
The detail is included in the Notice of Meeting, but the substantive points are as follows:
nChain has committed to a strategic investment in TradeWindow valued at $11.1m comprised
of cash, software licenses and services in exchange for 28 million TradeWindow shares at
$0.3952 each.
The share price of the deal represents an 18% premium on the closing price on 31 March 2023,
the day the Heads of Agreement was announced.
Shortly following shareholder approval of the agreement:
nChain will make a $2.4 million cash investment in exchange for 6 million shares;
it will provide a $2.0 million credit for enterprise architecture services in exchange for 5 million
shares; and it will provide a $2.7 million credit for software licenses in exchange for 7
million shares.
Moving to slide 24 TradeWindow will issue a further 10 million shares to nChain.
However, these shares will be held in escrow and released as it delivers on an agreed
programme of software development to complete our Global Trade platform.
The scope of work includes the refresh of legacy solutions, the consolidation of our
technology stacks, upgrades to features and functionality, and integrations with key supply
chain ecosystem platforms.
The transaction also sees nChain and TradeWindow enter into a strategic sales and marketing
agreement as set out here on slide 25
nChain gains the exclusive right to sell TradeWindow’s solutions in the UK and Scandinavia
and will share recurring revenue generated in these markets 50/50 with us.
These are both significant markets with total cross-border merchandise trade of $3.8 trillion.
The agreement means TradeWindow will be able to leverage to nChain’s enterprise sales
capability and reach and allow us to cost effectively enter new markets.
It will also accelerate TradeWindow’s entry into the UK, a trade partner with growing trade links
to economies in the Asia Pacific.
Finally, slide 26 - nChain is entitled to nominate a director to take a seat on TradeWindow’s
board so long as it maintains a 15% shareholding in TradeWindow.
The company has indicated, subject to today’s shareholder approval of the transaction, that it
will nominate its Chief Revenue Officer Leandro Nunes as a director.
We are delighted with the nomination.
9
Leandro brings more than 20 years’ experience in corporate finance, product development,
and sales across global organisations, including Mastercard and IBM.
His appointment would create further alignment between nChain and TradeWindow and it
offers us opportunities to leverage his international network.
To summarise – slide 27
We are committed to our strategy, and we are pleased with our strategic progress, as I have
outlined in the presentation.
We are targeting strong revenue growth for the new financial year, and this is supported by
high degrees of recurring revenue.
The strategic agreement with nChain strengthens our balance sheet and accelerates our
strategy. Importantly, it also further diversifies TradeWindow’s shareholder base to include
another high-quality institutional investor.
We remain focused on continued discipline on costs while making targeted investments to
achieve our goals.
Before closing I would like to echo Alasdair’s comments on the commitment and resilience of
our team.
It has been a challenging year, with the constraints we have faced on funding, increasing the
demands on our team.
The board and the senior management team are grateful for their commitment and their
continuing enthusiasm they have demonstrated for our long-term goals, we thank them for
their efforts.
Personally, I would also like to thank my fellow directors for the advice and support this year.
We maintain our guidance for FY24 trading revenue to range between $7.0 million to $8.0
million. As our quarterly figures show we are tracking towards that goal.
TradeWindow continues to focus on cost discipline and reducing average monthly cash
outflow from $1.0 million for the second half of FY23 to $400,000 for the second half of FY24.
We continue to target EBITDA monthly breakeven by the end of FY25, before accounting for
nChain, and monthly cashflow breakeven in FY26.
However, guidance for FY24 is subject to the uncertainty in the macro-economic environment
and particularly the trajectory of the Chinese economy as well as the timing of customer
decisions and the implementation of Cube and other solutions.
With that I would now like to hand you back to Alasdair to take you through the formal
proceedings of the meeting.
/Ends
10
Released for and on behalf of TradeWindow by:
Deidre Campbell
Chief Financial Officer
ENDS
About TradeWindow:
Founded in December 2018, TradeWindow is an NZX-listed software company that provides digital solutions for exporters, importers,
freight forwarders, and customs brokers to drive productivity, increase connectivity, and enhance visibility. TradeWindow’s software
solutions integrate to form a cohesive digital trade platform that enables customers to more efficiently run their back-end operations,
share information and securely collaborate with a global supply chain made up of customers, ports, terminals, shipping lines, banks,
insurance companies, and government authorities.
www.tradewindow.io
Further information:
Investors
Andrew Balgarnie
TradeWindow
+64 27 227 3541
Media
Richard Inder
The Project
+64 21 645 643
---
Annual Shareholders Meeting
31 August 2023
TradeWindow’s ordinary shares trade on the NZX under the ticker TWL
Welcome
Chair
Alasdair MacLeod
3
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of
this presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise.
Disclaimer
Information in this presentation:
•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of
securities in TradeWindow for the purposes of the Financial Markets Conduct Act 2013 or otherwise, or constitute legal, financial, tax, financial
product, or investment advice;
•should be read in conjunction with, and is subject to TradeWindow’s Financial Statements and Annual Reports, market releases andinformation
published on TradeWindow’s website (tradewindow.io);
•includes forward-looking statements about TradeWindow and the environment in which TradeWindow operates, which are subject to uncertainties
and contingencies outside TradeWindow’s control –TradeWindow’s actual results or performance may differ materially from these statements;
•includes statements relating to past performance information for illustrative purposes only and should not be relied upon as (and is not) an indication
of future performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties are made as to theaccuracy or
completeness of such information; and
•non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial
information presented by other entities. The non-GAAP financial information included in this document has not been subject to review by auditors.
Non-GAAP measures are used by management to monitor the business and are useful to provide investors to access business performance.
2023 Annual shareholders meeting presentation
4
How to participate in the virtual meeting –Q&A
2023 Annual shareholders meeting presentation
Shareholder & Proxyholder Q&A Participation
•Written Questions:Questions may be submitted
ahead of the meeting. If you have a question to
submit during the live meeting, please select the
Q&A tab on the right half of your screen at
anytime. Type your question into the field and
press submit. Your question will be immediately
submitted.
•The Q&A tab can also be used for immediate help.
If you need assistance, please submit your query
in the same manner as typing a question and a
Computershare representative will respond to you
directly.
5
How to participate in the virtual meeting -Voting
2023 Annual shareholders meeting presentation
Shareholder & Proxyholder Q&A Participation
•Once the voting has been opened, the resolutions
and voting options will allow voting.
•To vote, simply click on the Vote tab, and select
your voting direction from the options shown on
the screen. You can vote for all resolutions at
once or by each resolution.
•Your vote has been cast when the tick appears. To
change your vote, select ‘Change Your Vote’.
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Agenda
Chair’s address
CEO’s address
nChain transaction
Resolutions
General business
7
12
20
30
34
Directors
2023 Annual shareholders meeting presentation
A J SmithDiana Puketapu
Kerry FriendPhil Norman
Chair's address
8
Key performance indicators –FY23
Annual
Recurring
Revenue
$5.2m
ARPC (Freight
Forwarders)
Up 9%
$595
Gross Margin
46%
Customer
retention rate
93%
% of expenses
R&D and
Commercialisation
56%
Note, all comparisons are against FY22 unlessotherwise indicated.Annual recurring revenue is calculated using
subscription revenue for March 2023 and the monthly average of transaction revenue for Q4 2023 annualised.
Down 4 ppt
Down 1 pptUp 4 ppt on FY22
Trading revenue
Up 27% (Total Revenue
$5.7m, up 18%)
$4.9m
ARPC (Shippers)
$1,289
Up 22%
475
Customers
Up 21 on FY22 (organic
12, acquired 9)
Up 39% (Cube
revenue up 341%)
2023 Annual shareholders meeting presentation
9
Trading revenue up 27%, demand increasing
Financial summary FY23
1
Earnings before interest, tax, depreciation & amortisation
FY22FY23FY22FY23FY22FY23
Trading
revenue
Other
income
Total
income
Total expenses
EBITDA
1
Net profit
(loss) after tax
Cash and
cash
equivalents
Average
monthly cash
outflow
% Change% Change% Change% Change
Profit (Loss)Cash positionCostsRevenue
$3.9m
$4.9m
$1.0m$0.8m
$4.9m
$5.7m
($14.4m)($17.4m)
($9.5m)($11.7m)($10.8m)($9.8m)
$5.9m$6.1m
($0.8m)($1.0m)
4%19%22%-10%21%18%27%-18%
FY22FY23FY22FY23FY22FY23FY22FY23
1
EBITDA –Earnings before interest, tax, depreciation & amortisation
2023 Annual shareholders meeting presentation
FY24 Funding profile
New capital in a challenging market
•$5.4 million secured under capital raising announced in
January 2023
•Supported by key investors
•Cash balance of $3.5m at 30 June 2023
•$2.4 million from nChain will add to cash reserves
1
•Development services in exchange for equity enables the
completion of Global Trade Platform
Cost reductions made
•Implemented plans to reduce costs in FY24 to put the business
on a more sustainable footing
•This included right-sizing employee numbers (~27% reduction)
1. Subject to shareholder approval.
102023 Annual shareholders meeting presentation
Environmental
•Driving environmental impact
minimisation through hybrid working,
minimal paper, recycling, travel strategy
and cloud computing partnerships
•Not yet a Climate Reporting Entity but
constantly monitoring the threshold
requirements
Social
•High performance team culture
•Inclusion and diversity embedded in
recruitment, training, development and
management processes as well as pay
and benefits
•Strong spread of age and tenure,
increasing mix of ethnicities
Governance
•Strong risk focus over the year
•Board with majority independent
directors with skills and experience
spanning software, logistics
infrastructure, and professional
services
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Environment, Social and Governance
2023 Annual shareholders meeting presentation
Our primary focus is on financial sustainability while being conscious of our role in the supply chain and putting environmentally friendly
behaviours in place
CEO Address
Executive Director and CEO
A J Smith
13
Forwarder
Pre-Shipment
Inspector
Export PortCarrierImport Port
CustomsInsurer
Physical
Exporters Bank
Invoicing Platform
Financial
Document Courier
Customs
Information
Importers BankCorrespondent Bank
Document Courier
Current global trade system
Key:
ExporterImporter
2023 Annual shareholders meeting presentation
14
Digital trade market is evolving quickly
•Supply chain disruption
•Inflation and margin pressure
•Global skills shortage
Digital Trade
Facilitation
MACROECONOMIC TRENDS
•Food safety
•Product availability
•Environment, Sustainability and Governance (ESG)
CUSTOMER DEMAND TRENDS
•New free trade agreements
•Electronic trade regulatory changes
•Supply chain traceability legislation
MARKET ENABLING TRENDS
2023 Annual shareholders meeting presentation
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Our strategy
Trusted digital trade facilitation delivered through a global trade platform
that connects our customers with their supply chain ecosystem
End-to-end connectivity
across global supply
chains
Our vision
To make global supply
chains more productive,
connected and visible
Our mission
Strategic summary
Our strategic priorities
Market penetration
Build on the
foundations of our
acquired customer
base across A/NZ, and
expand into Asia &US
Land
Add customer value
Build trusted
relationships with our
existing customers;
with market leading
brands taking up Cube
Global trade platform
Converge proprietary
and acquired software
solutions into a highly
scalable global trade
platform
Build capability
Create and maintain an
environment focused
on performance,
innovation and
accountability
Grow
PeopleUnify
Accelerate growth
Continue to look for ways to accelerate our strategic priorities and growth through targeted acquisition
Acquire
2023 Annual shareholders meeting presentation
16
A year of strategic delivery
Market penetration
Land
Add customer value
Global trade platform
Build capability
Grow
PeopleUnify
Accelerate growth
•Acquired Rfider extending our reach deeper into primary industry supply chains and providing production traceability
Acquire
2023 Annual shareholders meeting presentation
•Consolidated market share
among large NZ exporters
•Growth in freight forwarder
segment following the
‘Switch & Save’ campaign
•Sales partnerships provided
market intelligence needed
for growth
•Released new features
which strengthened the
value proposition
•Grew average revenue per
customer
•Customer retention remains
strong
•Launched Assure+
traceability solution
•Carrier Bookings
•Container Tracking /Visibility
•Accreditation to issue COO
in Australia
•Building out our Philippines
based team
•Right-sizing the team in line
with our land and growth
focus
•nChain provides the
specialist software
engineering capabilities
17
Lifting existing capability into our global trade platform; building maturity in infrastructure layers
High level product roadmap
2023 Annual shareholders meeting presentation
TradeWindow
has applications
in all key areas
Global trade
operational
workflow
Infrastructure
layers are
maturing
Key:
Current functionality
Future functionality
Inbound
Data
Customer ERP
Milestones
Status
Outbound
Data
Integration
Partners
TW ConnectTW Connect
Global Trade Platform
Shared infrastructure – SSO + common UI/UX
OrdersLogisticsDocsFin/InsLodgementsPaymentsProvenance
•Orders
•Prodoc
•Procurement
•Marketplace
•Bookings
•Schedules
•Quotes
•Multi-mode
•Prodoc
•Expdoc
•Origin
•Certification
•Contracts
•Insurance
•Trade Finance
•Origin
•Expdoc
•Clearance
•TW Pay
•FX
•KYC/AML
•Assure+
•IOT
Organisation/User management - SSO
Common data layer (UN/CEFACT)
Blockchain (public and private)
Integration layer
Distributed storage
Localisation
2023 Annual shareholders meeting presentation18
Key performance indicators –first quarter ended 30 Jun 23 (1Q 24)*
*unaudited
Annual
Recurring
Revenue
$5.9m
ARPC (Freight
Forwarders)
Up 19% on 1Q23
$668
Gross Margin
48%
Customer
retention rate
99%
% of expenses
R&D and
Commercialisation
54%
Note, all comparisons are against first quarter FY23 (1Q23) unlessotherwise indicated.
Annual recurring revenue is calculated using subscription revenue for Jun 2023 and the monthly average of transaction
revenue for 1Q24 annualised.
Up 2 ppt on FY23
Up 6 ppton FY23
Down 2 ppt on FY23
Trading revenue
Up 28% on 1Q23
$1.5m
ARPC (Shippers)
$1,662
Up 18% on 1Q23
481
Customers
Up 6 on FY23
Up 41% on 1Q23
(Cube revenue up 101%)
19
Some of the world’s most prolific agriculture exporters rely on our solutions to run business critical operations
481 organisations use our technology
Note, logos don’t necessarily correspond to top customers.
DairyMeat
Seafood
Horticulture
Other
2023 Annual shareholders meeting presentation
nChain strategic
agreement
21
nChain partnership advances our strategy
Summary of benefits
•Provides TradeWindow with funding to support
our growth strategy.
•Access to the capabilities needed complete the
global trade platform within 24 months.
•Offers capital efficient entry into the UK and
Scandinavian markets.
•Broadens TradeWindow’s international network.
•Aligns nChain’s and TradeWindow’s interests.
2023 Annual shareholders meeting presentation
LandGrowUnifyPeople
Acquire
22
•Founded in 2015, nChain is a
tech company offering software,
IP licensing, consultancy
services and venture capital.
•Deep domain expertise with a
highly skilled team based in the
UK, Switzerland and Slovenia.
•Developer behind the open-
source Bitcoin SV Node,
blockchain infrastructure
designed for enterprise
applications.
2023 Annual shareholders meeting presentation
nChain is global leader in blockchain technologies and solutions
200+
Engineers building
web# infrastructure
30+
Consultants and
trusted advisors
1500+
Research papers
and 500+ patent
families
800+
Powered use cases
1. On approval of the agreement
23
nChain transaction overview (1/2)
Strategic investment of$11.1 m comprised of cash, software licenses and
services in exchange for 28 million TWL shares at $0.3952 each
•Cash investment:$2.4million cash investment in
exchange for 6 million shares.
•Enterprise architecture services:$2.0 millioncredit
for enterprise architecture services inexchange for
5 million shares.
•Software licenses: $2.7 millioncredit for software
licenses in exchange for 7 millionshares.
2023 Annual shareholders meeting presentation
$2.4m (cash)6.0m shares
$2.0m (credit)5.0m shares
$2.7m (credit)7.0m shares
24
nChain transaction overview (2/2)
•nChain provide software development services required
for the completion of the global trade platform at a fixed
price of $4.0 millionin exchange for 10 million shares.
•Shares held in escrow until the satisfactory completion
of eight quarterly work packages that make up the global
trade platform project over 24 months
•Scope of quarterly work packages includes rebuild of
legacy solutions, consolidation of TWL’s technology
stacks, upgrades to features and functionality, and
integrations with key supply chain ecosystem platforms.
2023 Annual shareholders meeting presentation
2. Delivery of services over 24-months
$0.5m (credit)
$0.5m (credit)
$0.5m (credit)
$0.5m (credit)
$0.5m (credit)
$0.5m (credit)
$0.5m (credit)
$0.5m (credit)
1.25m shares
1.25m shares
1.25m shares
1.25m shares
1.25m shares
1.25m shares
1.25m shares
1.25m shares
25
Strategic sales & marketing agreement
•nChain has the exclusive right to
sell TradeWindow’s solutions in
the UK and Scandinavia
•TradeWindow to leverage nChain’s
enterprise sales capability and
reach to cost effectively enter new
markets.
•Accelerates TradeWindow’s entry
into the UK, a trade partner with
growing trade links to economies
in APAC.
Post-Brexit UK is focused on establishing
trade relationships and embracing digital
trade facilitation
•Merchandise exports: $852 billion
•Merchandise imports: $1.3 trillion
nChain has deep links into the
Scandinavia market which presents
significant opportunities
•Merchandise exports: $932 billion
•Merchandise imports: $699 billion
nChain and TWL will deepen the partnership through a strategic sales and marketing agreement
Source: World Bank
2023 Annual shareholders meeting presentation
26
nChain to nominate Leandro Nunes to TradeWindow’s board
nChain is entitled to nominate a director to
take a seat on TradeWindow’s board so long
as it maintains a 15% shareholding.
Key benefits include:
•Creates alignment between nChain and
shareholders
•Broadens TradeWindow’s network
•Brings an international perspective
•Pool of highly skilled and experienced
candidates among nChain’s senior
leadership team
2023 Annual shareholders meeting presentation
•nChain’s Chief Revenue Officer
overseeing global growth
•Over 20 years’ experience in corporate
finance, product development, and
sales
•Formerly VP of Product Development
and Innovation at Mastercard, and
Blockchain Go-To-Market Leader at IBM
•MBA (Accounting & Finance)
27
Summary: well positioned for continued growth
•We are pleased with the strategic progress of the last year
•We are committed and positioned to deliver the next generation of global
trade infrastructure
•We are delivering on our mission of delivering software to make global
supply chains more productive, connected and visible and pleased with our
strategic progress
•The strategic agreement with nChain further strengthens Trade Window’s
balance sheet and accelerates our strategy
•Partnership with nChain further diversifies TradeWindow’s shareholder base
to include another high-quality institutional investor
•Continued cost discipline with targeted investments to achieve our goals
2023 Annual shareholders meeting presentation
FY24 outlook and shareholder questions
28
•Continuing to see strong demand from exporters, importers, and freight forwarders
seeking cost efficiencies from technology and needing to meet new regulatory
standards
•TradeWindow confirms guidance for FY24 trading revenue at $7.0 million to $8.0
million
•TradeWindow continues to focus on cost discipline and reducing average monthly
cash outflow from $1.0 million for the second half of FY23 to $400,000 for the
second half of FY24
•TradeWindow anticipates achieving monthly EBITDA breakeven by the end of
FY25,before accounting for nChain,and monthly cashflow breakeven in FY26
•Guidance for FY24 is subject to the uncertainty in the macro-economic environment
and particularly the trajectory of the Chinese economy as well as the timing of
customer decisions and the implementation of Cube and other solutions
2023 Annual shareholders meeting presentation
Resolutions
Chair
Alasdair MacLeod
2022 Annual Meeting of Shareholders30
Auditor's remuneration
Resolution 1
That, in accordance with section 207S of the
Companies Act 1993, the Board be authorised to
fix the remuneration of the Company's auditor,
KPMG, for the ensuing year.
2022 Annual Meeting of Shareholders31
Approval of issue of shares to
nChain UK Limited
Resolution 2
That, in accordance with NZX Listing Rule 4.2.1,
Shareholders approve an issue of up to a
maximum of 28,236,172 fully paid ordinary shares
(New Shares) in TradeWindow Holdings Limited to
nChain UK Limited (nChain UK).
2023 Annual shareholders meeting32
Proxy votes cast ahead of the meeting
RESOLUTIONFOROPENAGAINSTTOTALABSTAIN
1. Auditors13,078,633 (99.42%)62,236 (0.47%)14,706 (0.11%)13,155,57527,144
2. nChain13,048,406 (99.38%)62,236 (0.47%)19,632 (0.15%)13,130,27452,445
General
business
Meeting
close
Appendix
2023 Annual shareholders meeting36
Well positioned as an early mover in the growing global supply chain management IT and food traceability markets
Our opportunity
1. Source: Gartner, Software Market Insights: Logistics and Supply Chain Management, 2022.
2. Source: https://www.marketsandmarkets.com/Market-Reports/food-traceability-market-103288069.html
Global supply chain
management IT market
$32B
1
Market estimated to grow at a CAGR of
14.3% to reach $56B by 2026
Global Food
Traceability Market
$27B
2
Market estimated to grow at a CAGR of
9.1% to reach $41B by 2025
36
Investor Presentation37
Glossary
Annualised Recurring Revenue (ARR)
Annual recurring revenue is calculated using
subscription revenue for March 2023 and the monthly
average of transaction revenue for Q4 2023 annualised.
Average Revenue Per Customer (ARPC)
Is subscriber customers’ monthly revenue divided by
number of subscriber customers as at end of the month.
The value provided is the average of the monthly ARPC
for the period.
CAGR
Compound annual growth rate.
Customer retention rate
Customer retention rate is the number of subscriber
customers who leave in a month as a percentage of the
total subscriber customers at the start of that month.
The percentage provided is the average of the monthly
churn for the period. The customer retention rate is the
inverse of customer churn.
Customs Broker
A Customs Broker is a licenced individual who acts as
an intermediary for Shippers and Freight Forwarders in
handling the sequence of customs formalities involved
in the customs clearance and importing goods.
EBITDA
Earnings before interest, taxation, depreciation and
amortisation.
Freight Forwarder
A Freight Forwarder is an organisation who arranges
and handles the transport of goods between countries
on behalf of their customers. Responsibilities can also
include storing products, negotiating transportation
rates and booking cargo space.
Shipper
A Shipper is an exporter or importer who requires
carriers to transport goods for transport from one
location to another.
Subscriber customers
Subscriber customers are those thatlicense and/or
accessTradeWindow’ssoftware on amonthly basis. It
excludes pay as you go certificaterevenue.
Recurring revenue
Revenues that are predictable, stable and can be
counted on to occur at regular intervals going forward
with a relatively high degree of certainty. For Trade
Window this is subscription and transactional revenue.
Level 4
33-45 Hurstmere Road
Takapuna
+64 9 836 4200
A J Smith
Executive Director & CEO
e: aj@tradewindow.io
Andrew Balgarnie
Chief Strategy Officer
e: andrew@tradewindow.io
Deidre Campbell
Chief Financial Officer
e: deidre@tradewindow.io
www.tradewindow.io
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.