FY24 Results Announcement - 30 May 2024
MARKET RELEASE
30 May 2024
FINANCIAL RESULTS FOR THE YEAR TO 31 March 2024
TradeWindow delivers strong growth and demonstrates resilience
TradeWindow (NZX: TWL), the global trade software business, today announces its financial
results for the full year ended 31 March 20241 showing strong growth in revenue and prudent
management of capital against a backdrop of challenging economic and capital market
conditions.
TradeWindow also reports it is delighted with the progress it has made in the first two months
of the new financial year. The company continues to expect FY 25 revenue to range between
$7.3 million and $8.3 million and to achieve monthly EBITDA breakeven by the end of the
financial year.
HIGHLIGHTS
1
Trading revenue: $6.2 million, up 26% from $4.9 million
Annual recurring revenue: (ARR)
2
: $6.3 million, up 21%, buoyed by strong customer
retention and increased usage by existing customers
Gross margin: Improved 8 percentage points to 54%, reflecting greater operational
efficiency
Total operating expenses: $13.4 million down 23% following comprehensive cost-
reduction strategies and an operational realignment
EBITDA
3
loss: $6.6 million, down 43% from $11.7 million
Net loss after tax: $8.0 million down 18% from $9.8 million
Cash and cash equivalents: Ended the year at $0.2 million, but substantially improved
after the year end with an oversubscribed $2.2
4
million capital raising.
FY 25 guidance: Revenue of $7.3 million to $8.3 million and monthly EBITDA breakeven
by March 2025.
Chair Alasdair MacLeod said: “I am immensely proud of - and on behalf of shareholders grateful
for - the way the TradeWindow team have risen to the challenges of the past year. Amid difficult
trading conditions and in the face of the necessary and deep reorganisation we undertook to
preserve capital, TradeWindow has continued to grow at a rate ahead of most Australasian
software companies.5
“This is testament to both the commitment and talent of the team and the value TradeWindow
solutions offer to global exporters. We expect the successful and oversubscribed share issue
we concluded in April to allow TradeWindow to build on this record and transition to financial
sustainability in the current financial year.”
1
All comparisons are to the twelve-months ended 31 March 2023 unless otherwise stated.
2
Annual recurring revenue (ARR) is calculated using subscription revenue for March 2024 and the monthly average
of transaction revenue for Q4 FY 2024 annualised.
3
EBITDA is a non-GAAP measure of financial performance it is defined and reconciled to the GAAP measure of net
loss after tax on page 16 of the investor presentation released to the NZX today.
4
Assumes shareholder approval of AJ Smiths’ share subscription agreement on 6 June 2024
5
Ord Minnett Research, November 2023.
Chief Executive AJ Smith said: “The 2024 financial year has been one of the most challenging
in the company’s history. While capital constraints – due to adverse capital market conditions
– have prevented us from growing as quickly as we could have, we have still delivered an
outstanding financial result.
“We have continued to strengthen our presence in the New Zealand export sector and extended
our penetration into Australia. Around 50% of our customers are now based in Australia, a
market more than seven times
6
the size of New Zealand’s and one that offers enormous
promise. We have also set TradeWindow on a path to breakeven and long-term sustainability.
“We have achieved this result by diligently executing our strategy, carefully managing risks and
our capital, and effectively demonstrating the value of TradeWindow’s solutions. Through the
trials of the last year we have meanwhile established deep reserves of resilience that will
position us to thrive as the winds of the economy return to our favour.”
FINANCIAL UPDATE
Trading revenue was $6.2 million, up 26% from the $4.9 million achieved in the prior year
reflecting solid organic growth. This result followed from increased sales across all core
product lines.
Total customer numbers grew to 513 from 498
7
a year earlier, but the rate of growth was diluted
by industry consolidation in the freight forwarding sector. TradeWindow overcame these
pressures by replacing lost smaller customers with larger customers who take more of the
company’s services. Customer retention was steady over the year at 93%.
The silver lining of the current environment of subdued demand for trade services, rising costs
and high interest rates, is that it is highly conducive to demonstrating the productivity benefits
TradeWindow solutions offer.
Monthly average revenue per customer (ARPC) was up 32% to $1,707
6
for exporters and
importers, and up 17% to $638
6
for freight forwarders. This improvement reflected customers
using more of our services as well as the benefits of price increases as we passed on our higher
costs to customers.
ARR was up 21% to $6.3 million from $5.2 million a year earlier. This figure does not include
several large customers recruited before the end of the financial year and are in the process of
being onboarded. Total income, which includes grants and other income, was $6.8 million, up
18% from $5.7 million.
Total operating expenses were down 23% to $13.4 million, from $17.4 million, with the fall
reflecting a 58% reduction in staff numbers since the start of the financial year as we shifted
our focus to putting the company on a sustainable financial footing rather than longer-term
innovation and development projects.
We meanwhile lifted gross margins by 8 percentage points on the prior year to 54% as we have
focused on improving cash generation by driving a reduction in the average sales cycle and
maximising the sales opportunity of our existing customers.
Our EBITDA loss for the year was $6.6 million, down 43% from $11.7 million, and the net loss after
tax reduced to $8.0 million from $9.8 million.
6
Australia Trade | WITS Data (worldbank.org)
7
Customer numbers and categorisation methodology have been refined to include contracted and pay as you go
customers. Prior year comparatives have been restated.
Monthly average cash consumption reduced from $1 million in FY23 to $0.7 million in 1H FY24
and $0.3 million in 2H FY24. In line with guidance given during the capital raising, we expect
this trend to continue in the new financial year as the significant cost savings and large new
customer acquisitions flow through to our financial results.
CUSTOMERS AND GROWTH
Our growth strategy is now most focused on increasing usage among existing customers and
attracting new ones. Product innovation continues to play an important role, but we now
operate a self-sustaining model of iterative product development which is directed at meeting
our customers’ most acute needs. We have meanwhile offshored much development work to
our Philippine team to manage costs.
With more than half of New Zealand’s primary industry export volume being facilitated by
TradeWindow software, our strongest prospects for new customer recruitment are now in
Australia.
In the coming year we expect the Origin service, launched in Australia at the end of 2023, will
play a key role in boosting revenue growth and bringing on new customers to our platform.
Exporters need a certificate of origin to access preferential duty rates under free trade
agreements, a service where TradeWindow stands out with its 24/7 availability in Australia and
New Zealand.
After recruiting new customers to the Origin service, we can then more easily demonstrate the
productivity benefits of our other functions in Cube, TradeWindow’s global trade platform,
including ocean carrier bookings, customs clearance, e-commerce, supply chain tracking, and
encrypted data storage.
CAPITAL MANAGEMENT
At the end of March 2024 TradeWindow had cash reserves of $0.2 million, down from $1.8
million at the end of September 2023.
The successful share issue we concluded in April raised a total of $2.2
3
million from existing
shareholders including cornerstone investors ASB Bank, TradeWindow CEO and Founder, AJ
Smith and Co-Founder, Kerry Friend. It also attracted a new institutional investor and more than
1,000 new retail shareholders and has provided the capital to see us through to financial self-
sustainability.
ASB meanwhile agreed ahead of the capital raising to the removal of the requirement for
TradeWindow to carry consolidated cash balances of twice the amount of our bank facility
limits. It also extended loan amortisation relief to 31 March 2025.
OUTLOOK
Mr Smith said the productivity benefits offered by TradeWindow solutions continued to
resonate strongly with customers and he said he expected this to continue even as the
company begins to see a stabilisation in shipping costs and an easing in inflationary pressures.
“We are well positioned to benefit from these trends should they translate into a broader
economic recovery as we expect such a recovery to be accompanied by an increase in
transaction volumes. New trade agreements and regulatory changes are also continuing to
support digitisation of trade information and the long term outlook for the company.
“TradeWindow is delighted with the progress we have made in the first two months of the new
financial year and we are well positioned for the future. We have the talent and intellectual
property, and now the capital, to advance our strategy. Our focus is now entirely back on matters
that offer the greatest value for shareholders: executing on our plans to take advantage of the
significant opportunities we see.”
Webcast
TradeWindow will host a webcast at 10am this morning NZT on the full year results.
Participants can register for the conference by navigating to:
Phone registration: https://s1.c-conf.com/diamondpass/10039347-ejw4or.html
Webcast registration: https://ccmediaframe.com/?id=y61uchF8
Released for and on behalf of TradeWindow by:
AJ Smith
CEO and Executive Director
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 27 559 4133
Media
Richard Inder
The Project
+64 21 645 643
---
FY 2024 Financial Results
Investor Presentation
30 May 2024
2
This presentation has been prepared by Trade Window Holdings Limited (TradeWindow). All information is current at the date of
this presentation, unless stated otherwise. All currency amounts are in NZ dollars unless stated otherwise
.
Disclaimer
Information in this presentation:
•
is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription, purchase, or recommendation of
securities in 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 and information
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 the accuracy 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.
Investor Presentation
3
Agenda
Financial results overview
The opportunity and our advantage
Our growth strategy
Pathway to profitability
Financial overview
Outlook and summary
4
6
8
12
15
22
AJ Smith
CEO & Director
Deidre Campbell
Chief Financial Officer
Investor Presentation
4
•
A strong growth in revenue and prudent management of capital against a
backdrop of challenging economic and capital market conditions.
•
Trading revenue: $6.2 million, a 26% increase on the $4.9 million in the
prior year.
•
EBITDA
1
loss: $6.6 million, down 43% from the prior year’s $11.7 million.
•
Net loss after tax: $8.0 million from a $9.8 million loss in the prior year.
•
Cash and cash equivalents: Ended the year at $0.2 million, but
substantially improved after year end with an oversubscribed $2.2 million
capital raising
2
.
•
Monthly average cash consumption reduced from $1 million in FY23 to
$0.7 million in 1H FY24 and $0.3 million in 2H FY24 and improvements
expected to continue in the current financial year.
FY 24: Growth and resilience
Investor Presentation
Revenue
Earnings
Funding
1. EBITDA is a non-GAAP measure of financial performance. It is defined and reconciled to the GAAP measure of net profit after tax on
slide 16 of this presentation
2. Assumes shareholder approval of CEO AJ Smith’s subscription agreement at a special meeting to be held on 11 June 2024
$4,920
$816
$5,736
$6,179
$574
$6,753
$-
$2,000
$4,000
$6,000
$8,000
Trading revenueOther incomeTotal income
NZ$(000)
-$11,690
-$9,793
-$6,626
-$8,014
-$15,000
-$10,000
-$5,000
$-
EBITDANet loss after tax
NZ$(000)
$6,148
-$1,002
$188
-$538
-$1,500
$500
$2,500
$4,500
$6,500
Cash and equivalentsAv. month cashflow
NZ$(000)
5
Key performance indicators – FY24
Annual
Recurring
Revenue
$6.3m
ARPC (Freight
Forwarders)
Up 32% on FY23
$638
Gross Margin
54%
Customer
retention rate
93%
% of expenses
R&D and
Commercialisation
47%
All comparisons are against FY23 unless otherwise indicated.
Annual recurring revenue is calculated using subscription revenue for March 2024 and the monthly average of transaction revenue
for 4Q24 annualised.
Customer numbers and categorisation methodology has been refined to include contracted and pay as you go customers. Prior
year comparatives have been restated
Up 8 ppt on FY23
Unchanged
Down 9 ppt on FY23
Trading revenue
Up 26% (Total Revenue
$6.8m, up 18%)
$6.2m
ARPC (Shippers)
$1,707
Up 17% on FY23
513
Customers
Up 15
Up 21% on FY23
Investor Presentation
6
Global trade is constrained by siloed systems which rely on manual paper-based processes to orchestrate the exchange of data
The trade problem
•
Cost– human intervention at each stage of the
supply chain adds cost
•
Risk– high volumes of commercially sensitive
data is being exchanged over email and
physical documents leaving businesses
exposed to theft or fraud
•
Inconvenience– data entry and associated
errors can lead to shipment delays
•
Opaque– lack of transparency hinders the
ability to build trust between parties
A single transaction often
requires the interaction of more
than 20 entities andinvolves
between 10 and 20 paper
documents and 5,000 data field
exchanges.
Boston Consulting Group
1
1. Source: https://www.bcg.com/en-gb/digital-ecosystems-in-trade-finance-seeing-beyond-the-technology
Investor Presentation6
Investor Presentation7
A significant global opportunity
Movement of goods and financial flows requires the timely movement of accurate information across the supply chain
1. USD Source: Gartner, Software Market Insights: Logistics and Supply Chain Management, 2022.
Global supply chain
management IT
market
$32B
1
Market estimated to grow at a
CAGR of 14.3% to reach $56B by
2026
8
Multiple growth levers
Capital efficient growth focused on acquiring market positions that can help sustain building a competitive advantage in innovation
8
INNOVATION
of the Global Trade Platform
GREATER USAGE
by existing customers
NEW CUSTOMERS
on the platform
ACQUISITION
to accelerate and de-risk growth
Investor Presentation
Investor Presentation9
Some of the Australasia’s most prolific shippers and freight forwarders rely on our solutions to run business critical operations
513 organisations use our technology
Note, logos don’t necessarily correspond to top customers.
DairyMeat
Seafood
HorticultureLogistics & other
Investor Presentation10
Cube provides customers with easy access to a growing list of functionality on-demand
Greater usage
Cube’s global trade platform capabilities currently include:
•
Ocean carrier bookings
•
Customs clearance
•
E-commerce
•
Supply chain event tracking and visibility
•
Certificates of Origin
•
Encrypted data storage
•
Secure permissioned collaboration (both with internal and
external parties)
EntryT1T2T3
Revenue
Feature adoption over time
New release 3
New release 2
New release 1
Insurance certificate
Bill of lading
Container tracking
Ocean bookings
Certifcate of origin
Cube contract
Export document
Illustrative only to show revenue growth as a customer adopts Cube features overtime.
It does not represent any one customer.
“ON-DEMAND LICENSING”
OTLOTLMULMULS/TLS/TL
ONE-TIME
Customers pay an upfront
licence fee + regular(annual)
maintenance fees
Customers pay a per use,
per month basis
MODULE USER
TRANSACTION
Customers pay a fee per
transaction
Key benefits of an on-demand revenue model
Enables customers to expand usage on an as-needed basis
Allows customers to explore new functionality, become more
familiar with the product, and over time add more users and grow
usage
Drives in-products sales as Cube becomes customers’ default
search for new functionality
Investor Presentation11
Revenue composition
Transactional revenue
•
TradeWindow generates transactional revenue each time a
customer either creates or shares a set of trade documents
Subscription revenue
•
Customers pay monthly, quarterly, or annual subscription fees
to access solutions
•
The amount of fee varies depending on the number of
solutions subscribed for and the number of users
Installation revenue
•
TradeWindow earns one-off set up fees that vary depending on
the level of service and complexity of installation
Service revenue
•
TradeWindow charges for ad-hoc customisation and
enhancement requests
Trading revenues highly predictable with 94% recurring
11%
6%
41%
42%
Transactional
revenue
Subscription
revenue
Installation
revenue
Service
revenue
Revenue
Composition
1
4%
2%
46%
48%
1. Based on actual unaudited trading revenue in the year to the end of March 2024
12
Pathway to profitability
•
Forecast growth supports monthly EBITDA break-even in March 2025
1
•
Predictable recurring revenues from over 513
2
customers including some of the world’s
most prolific agriculture exporters and freight forwarders
•
Strong market position with more than 50% of New Zealand’s primary industry
exporters using TradeWindow software with increasing volumes in Australia
•
Focus on increasing revenue in winning products to fund a self-sustainable innovation
and development programme
•
Offshore innovation and development division to reduce cost, access talent, and boost
productivity
1.Forward looking financial information should be read in conjunction with key assumptions on Slide 26
2.Customers as at 31 March 2024
Special Meeting Presentation
13
Growing from solid foundations
•
Delivered a CAGR of 104%
1
since the start of
commercialisation in January 2020
•
Forecasting continued revenue growth in the range
of 20% to 34% year-on-year for FY25 (1 April 2024 to
31 March 2025)
•
Trading revenue guidance of $7.3m to $8.3m for
FY25
•
Forecast revenue growth underpinned by cross-
selling to existing customers and winning new
customers in Australia
Revenue
2
1.CAGR period FY20 to FY24
2.Forward-looking financial information should be read in conjunction with key assumptions on Slide 26
Investor Presentation
0.0
1.0
2.0
3.0
4.0
5.0
6.0
7.0
8.0
9.0
FY20AFY21AFY22AFY23AFY24FFY25F
NZ$M
14
TradeWindow 2.0
Pathway to profitability and continued revenue growth
Average half year cash burn
1
•
Monthly EBITDA breakeven expected
March 2025
•
Positive monthly cash flow expected
approximately six months later
•
Rationalised cost base includes
reduced headcount, hybrid working,
and offshore innovation and
development
•
Supported via ASB Bank removal of
2x facility limit cash covenant and
extended amortisation relief to March
2025
1.Forward-looking financial information should be read in conjunction with key assumptions on Slide 26
Investor Presentation
-1.0
-0.9
-0.8
-0.7
-0.6
-0.5
-0.4
-0.3
-0.2
-0.1
0.0
1H23A2H23A1H24A2H24A1H24F2H24F
NZ$M
Financial Overview
Change %Change $FY23FY24Income Statement $000
26%1,2594,9206,179Trading revenue
-30%
(242)
816574Other income
18%1,0175,7366,753Total income
-28%3,610(13,064)(9,454)Personnel & employee expense
-10%437(4,362)(3,925)Other expenses
-23%4,046(17,426)(13,379)Total expenses
-43%5,064(11,690)(6,626)EBITDA
1
-65%(2,222)3,4381,216Revaluation of contingent consideration
4%(100)(2,412)(2,512)Depreciation & amortisation
-18%19(106)(87)Net finance expenses
100%(981)977(5)Income tax
-18%1,779(9,793)(8,014)Net loss after tax
Investor presentation16
Financial performance
•
Trading revenue up 26% to $6.2m, with sales
across all core products
•
Employee costs down 28%, reflecting cost
reductions resulting from necessary
reorganization
•
Other costs down 10%, with reduced
innovation and development activity
•
EBITDA loss reduced $5.1m with revenue
growth and cost down
•
Contingent considerationmovement reflects
a revaluation to nil of the of the deferred
earnout relating to Rfider
•
Income tax prior year included one-off
accounting gain on acquired software
platforms
1
EBITDA – Earnings before interest, tax, depreciation & amortisation
Trading revenue up 26% driven by organic growth
Change %FY23FY24Revenue by type $000
27%2,3322,971Transactional
36%2,0782,815Subscription
33%202269Services
-60%308124Installation
26%4,9206,179Total trading revenue
-30%816574Other income
18%5,7366,753Total income
Change %FY23FY24Trading revenue by country $000
26%3,1523,974New Zealand
9%1,6751,828Australia
304%93377Asia, Pacific Is, & rest of world
26%4,9206,179Total trading revenue
Investor presentation17
Revenue by type and country
•
Organic trading revenue growth of 26%. driven
by combination of existing customers taking up
complementary solutions, attracting larger
customers, and effectively passed on many
inflation-driven operating cost
•
Recurring revenue:stable recurring
transactional and subscription revenue forming
94% of trading revenue.
•
Other incomedown with lower R&D grants
reflecting reduced innovation activity
•
Continued focus in New Zealand and good
progress in Australia and Asia. Expect Origin to
underpin Australian revenue growth in the
upcoming year.
Organic growth underpinning revenue increase
Change %FY23FY24Freight
3%266273Subscriber
1
customer nos. period end
1%266268Ave Subscriber customer nos.
17%$543$638Ave monthly revenue per customer
FY23FY24Customer numbers as at 31 March 2024
266273Subscriber customer nos. – Freight
150145Subscriber customer nos. - Shippers
8295Pay As You Go customer nos.
498513Total Customer Numbers
Change %FY23FY24Shippers
-3%150145Subscriber customer nos. period end
-148148Ave Subscriber customer nos.
32%$1,292$1,707Ave monthly revenue per customer
Investor presentation18
Average revenue per customer
(per month)
•
Increased monthly Average Revenue
Per Customer (ARPC) for Freight – up
17% continue to reflect higher value of
new customers than current averages
•
Increased monthly ARPC for
Shippers (exporters & Importers) – up
32%, despite national export volumes
falling, and reflects customers using
more of our services
•
Cost inflation passed on
•
Customer number and categorisation
methodology refined to include pay as
you go and contracted customers.
Prior year comparatives have been
restated
1
Subscriber customers are those that are licensing TradeWindow’s software and generate monthly subscription revenue.
These customers may also generate transaction, services & installation revenues. It excludes certificate and other revenue.
ARPC up for both customer segments
Change %ChangeFY23FY24Staff nos. (FTE)
-44%(10)2414Cost of goods sold
-70%(38)5316Research & Development
-56%(12)219Sales & Marketing
-41%(6)148General and Administration
-58%(65)11247Total staff nos. (FTE)
Change %Change $FY23FY23Other expenses $000
14%92660752Cost of goods sold
-14%(73)538464Research & Development
-62%(496)796300Sales & Marketing
2%412,3682,409General and Administration
10%(437)4,3623,925Total other expenses
Change %Change $FY23FY24Personnel & employee expense $000
5%981,9912,089Cost of goods sold
-33%(1,847)5,5903,743Research & Development
-37%(1,039)2,8151,777Sales & Marketing
-31%(821)2,6671,846General and Administration
-28%(3,610)10,8309,454Total employee benefits expense
Investor presentation19
Operating expenses / staff numbers
•
Employee costsdown 28% reflect cost
reductions:
•
58% reduction in staff numbers
•
Full effect to come in upcoming year
•
Team in Philippines, providing new
channel of talent including software
development and customer support
•
Other costs down 10%, with reduced
innovation and development activity
•
No R&D cost capitalisedto balance
sheet.
Reflects reorganisation undertaken during the period
MovementsChange %Change $FY23FY24$000s
Reduction in cash reserves and receivables-85%(6,830)8,0221,192Current Assets
Intangibles asset amortization and exit of leased asset-20%(2,926)14,05911,583Non-Current Assets
-43%(9,757)22,53112,774Total Assets
Deferred consideration revalued, loan repayments and lease exit-55%(2,580)4,7302,151Current Liabilities
Deferred consideration revalued
-24%(445)1,8281,383Non-Current Liabilities
-46%(6,732)6,5583,534Total Liabilities
-42%(6,732)15,9739,240Net Assets
-42%(6,732)15,9739,240Total Equity
Investor presentation20
Balance sheet
Change %Change $FY23FY24$000s
Operating Activities
29%1,4164,8576,273Cash Received from Customers
-24%4,043(16,949)(12,906)Cash Paid to Suppliers and Employees
-91%(469)51546Income Tax Received
12%89744833Grant Income
-47%5,079(10,833)(5,754)Operating net cash flow
-103%2,586(2,509)77Investing net cash flow
-102%(13,840)13,557(283)Financing cash flow
-2865%(6,176)215(5,960)Net Change in Cash
4%2165,9336,148Opening Cash
-97%(5,960)6,148188Closing Cash
46%463(1,002)(538)Average monthly cash outflow
1
Investor presentation21
Cashflow
•
Balance date cash and cash equivalents of
$0.2m
•
Successful capital raise concluded in Apr24 of
$2.2m
2
expected to provide sufficient capital
through to monthly EBITDA breakeven end of
FY25.
•
Average monthly cash burn reduced
•
From $1 million in FY23 to $0.7 million in 1H
FY24 and $0.3 million in 2H FY24
•
Reflects the net cash impact of revenue
growth and cost reduction actions through
out the year
Successful share issue concluded in April - $2.2million
2
1
Average monthly cashflow excludes capital raise and acquisition transactions
2
. Assumes shareholder approval of CEO AJ Smith’s subscription agreement at a special meeting to be held on 11 June 2024
FY24 outlook: focused on financial sustainability
22
•TradeWindow is seeing a stabilisation in shipping costs and an easing in inflationary
pressures. The productivity benefits offered by TradeWindow solutions continue to
resonate with customers.
•We are well positioned to benefit from these trends should they translate into a
broader economic recovery as this would see an increase in transaction volumes.
•New trade agreements and regulatory changes are also continuing to support
digitisation of trade information and the long-term outlook for the company.
•TradeWindow is delighted with the progress we have made in the first two months of
the new financial year.
•We continue to expect FY25 revenue to range between $7.3 million and $8.3 million
and to achieve monthly EBITDA breakeven by the end of the financial year
1
.
Investor Presentation
1
For the assumptions underlying this statement please refer to slide 26 of this presentation
Appendix
Investor Presentation24
Our board of directors
Alasdair MacLeod
Independent Chair
Alasdair joined the board in October
2021 and was appointed Chair at
that time.
Phil Norman
Independent Director
Phil joined the board in October
2021.
AJ Smith
Executive Director
and Chief Executive
Officer
Kerry Friend
Executive Director
Former Deloitte Partner and Chair of
NZX listed Napier Port. Currently
Chair of Silverstripe Limited, Kotahi
Engineering Studio, Hawkes Bay
Regional Economic Development
Agency, and Big Brothers Big Sisters
Hawkes Bay, and independent
director on the Board Appointments
Committee for IHC.
Experienced technology sector
executive, capital markets advisor
and founding Chairman of Xero and
current Director of ASX listed TASK
Group Holdings Limited, NZX listed
Just Life Group Limited, and Loyalty
New Zealand Limited (Fly Buys).
Entrepreneur with track record for
creating high growth companies
including MediFin, GreenFin and
Bonds (Africa) and Commonwealth
Finance Group (Switzerland).
Chartered Accountant with three
decades working in senior finance
roles with Take-Two Interactive
Software (Singapore), Jupiter TV
(Japan), Bloomberg (Japan) and
News Corporation (Japan).
Investor Presentation25
Highly experienced team with the domain expertise needed to scale globally
Our senior leadership team
AJ Smith
Founder & CEO
Entrepreneur with track record for creating
high growth companies including MediFin,
GreenFin and Bonds (Africa) and
Commonwealth Finance Group (Switzerland).
Kerry Friend
Executive Director
Chartered Accountant with three decades
working in senior finance roles with Take-
Two Interactive Software (Singapore), Jupiter
TV (Japan), Bloomberg (Japan) and News
Corporation (Japan).
Deidre Campbell
Chief Financial Officer
Chartered Accountant with extensive
financial management and leadership
experience within a public company having
been the Group CFO for Methven Limited, a
formerly NZX listed manufacturing business.
Andrew Balgarnie
Chief Strategy Officer
Business strategist, deal maker and problem
solver with a background in the TMT sector
having previously worked for NBN Co
(Australia) on high profile projects including
the procurement of the satellite network.
Mitchell Pham
Chief Digital Officer
Technology leader with over 30 years of
building and leading digital ventures across
NZ and Asia. Worked across financial
services, healthcare, social services, and
logistics. Digital economy advisor to NZ and
APEC Governments.
Dewald van Rensberg
Chief Operating Officer
Operations leader with more than 20 years’
experience in corporate and commercial law
with a background working as the registrar at
University of Zululand and private practice for
Du Toit Attorneys (South Africa).
Investor Presentation26
Projected financials – key assumptions
Forward-looking financial information is inherently subject to uncertainty and judgement.
Key assumptions which may have a material risk to our projections include:
SPECIFIC
•
The rate and timing of new customer traction
•
Successful retention of people with the required skills cost effectively
•
No research and development costs have been capitalised to the
balance sheet
GENERAL
•
No material change in the current economic conditions locally
and globally
•
No changes in accounting standards or other mandatory
professional reporting requirements
Investor Presentation27
Glossary
Annualised Recurring Revenue (ARR)
The recurring revenue for a specified month 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
Customers that license and/or access Trade Window’s
software on a monthly basis. These customers may also
generate transaction, services and installation revenues.
It excludes customers of Trade Window’s pay as you go
platforms.
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.
Thank you
Investor Contact
Andrew Balgarnie
Chief Strategy Officer
TradeWindow
+64 275 594 133
andrew@tradewindow.io
---
Consolidated Financial Statements
31 March 2024
Trade Window Holdings Limited
For the year ended
Contents
Page
1
2
3
4-5
6-7
8
9-48
General disclosures49-50
51-54
Consolidated statement of cash flows
Notes to the consolidated financial statements
Auditors' report
Directors' declaration
Consolidated statement of comprehensive income
Trade Window Holdings Limited
Table of contents
Consolidated statement of financial position
Consolidated statement of changes in equity
For the year ended 31 March 2024
Directory
-
-
Signed in accordance with a resolution of the Directors.
Dated:30 May 2024Dated:30 May 2024
Alasdair MacLeodAJ Smith
Trade Window Holdings Limited
Directors' declaration
For the year ended 31 March 2024
The board of Directors are pleased to present the financial statements of the Group for the year ended 31
March 2024.
comply with New Zealand generally accepted accounting practice and present fairly the
financial position of the Group as at 31 March 2024 and the result of operations for the year
ended on that date;
have been prepared using the appropriate accounting policies, which have been consistently
applied and supported by reasonable judgements and estimates.
In the opinion of the Directors of Trade Window Holdings Limited, the financial statements and notes, on
pages 3 to 48:
The Directors believe that proper accounting records have been kept which enable, with reasonable
accuracy, the determination of the financial position of the Group and facilitate compliance of the financial
statements with the Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to
prevent and detect fraud and other irregularities. Internal control procedures are also considered to be
sufficient to provide reasonable assurance as to the integrity and reliability of the financial statements.
1
Incorporation Number
8233653
Principal Activities:
Registered OfficeTradeWindow Company Secretary
Level 4, 33-45 Hurstmere Road, Takapuna
Auckland 0622
New Zealand
Directors:Albertus Johannes Smith
Kerry Michael Friend
Philip John Norman
Alasdair (Alexander) John Macleod
Diana Marie Puketapu (ceased on 31 October 2023)
Auditor:
UHY Haines Norton
Level 9
1 York Street
Sydney
NSW 2000
Trade Window Holdings Limited
Directory
For the year ended 31 March 2024
Develop and commercialise technology solutions that provide
international trade participants with a secure platform and tools to
establish trust and trade globally in an efficient manner across
interconnected networks
There have been no significant changes in the nature of these
activities during the year ended 31 March 2024.
The Directors were in office for the whole period unless otherwise
stated.
2
Notes20242023
$$
Revenue3.16,179,077 4,920,081
Other income4573,936 815,652
6,753,013 5,735,733
Personnel and employee expense5.1(9,454,439) (13,064,018)
Depreciation and amortisation(2,512,165) (2,411,844)
Other expenses5.2(3,924,875) (4,361,577)
(9,138,466) (14,101,706)
Revaluation of contingent consideration141,216,000 3,438,000
Net finance expense6(86,520) (105,923)
Loss before income tax(8,008,986) (10,769,629)
Income tax (expense)/benefit7(4,629) 976,800
Net loss after tax(8,013,615) (9,792,829)
Items that are or may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations2,567 12,741
Total comprehensive loss for the year(8,011,048) (9,780,088)
Earnings/(loss) per share
Basic earnings/(loss) per share $26(0.07) (0.10)
Diluted earnings/(loss) per share $26(0.07) (0.10)
Consolidated statement of comprehensive income
Trade Window Holdings Limited
For the year ended 31 March 2024
The above information is to be read in conjunction with the notes to the consolidated financial statements.
3
Notes20242023
$$
8.1188,177 6,148,125
9968,172 1,730,107
74,995 51,252
3.230,239 92,458
1,191,583 8,021,942
951,457 120,218
1066,546 244,433
1169,374 842,798
1211,368,319 13,202,921
Restricted cash8.226,853 98,432
11,582,549 14,508,802
12,774,132 22,530,744
Trade and other payables131,365,898 2,060,247
1558,100 529,580
174,076 2,513
1178,994 551,598
Contingent consideration14- 1,039,000
Income Tax Payable74,686 -
Contract liabilities3.2638,979 547,335
2,150,733 4,730,273
Trade Window Holdings Limited
Consolidated statement of financial position
As at 31 March 2024
Intangible assets
Cash and cash equivalents
Trade and other receivables
Contract assets
Non-current assets
Property, plant and equipment
Trade and other receivables
Right of use assets
Lease liabilities
Interest bearing loans and borrowings
Related party payables
Assets
Current Assets
Total assets
Liabilities
Current liabilities
Income tax receivable
The above information is to be read in conjunction with the notes to the consolidated financial statements.
4
Notes20242023
$$
Trade Window Holdings Limited
Consolidated statement of financial position
As at 31 March 2024
Trade and other payables13- 64,067
Interest bearing loans and borrowings151,383,029 1,264,885
11- 321,700
Contingent consideration14- 177,000
1,383,029 1,827,652
3,533,762 6,557,925
9,240,370 15,972,819
Share capital2047,290,673 46,180,576
(38,391,644) (30,378,029)
(52,710) (18,663)
394,051 188,935
9,240,370 15,972,819
Retained earnings
Total equity
Non-current liabilities
Lease liabilities
Total liabilities
Net assets
Equity
Foreign currency translation reserve
Share based payments reserve
The above information is to be read in conjunction with the notes to the consolidated financial statements.
5
Notes Issued capital
Retained
earnings
Foreign currency
translation
reserve
Share based
payment reserve
Total
$
$
$
$
$
Balance at 1 April 2022
31,333,484
(20,585,200)
7,574
88,722
10,844,580
Comprehensive expense for the yearLoss for the year
-
(9,792,829)
-
-
(9,792,829)
Other comprehensive income
-
-
12,741
-
12,741
-
(9,792,829)
12,741
-
(9,780,088)
Transactions with owners of the companyIssue of capital
20
14,689,831
-
-
-
14,689,831
Adjustment to foreign currency
-
-
(38,978)
-
(38,978)
Share options exercised
20
157,261
-
-
-
157,261
Equity-settled share based payments
-
-
-
100,213
100,213
14,847,092
-
(38,978)
100,213
14,908,327
Balance at 31 March 2023
46,180,576
(30,378,029)
(18,663)
188,935
15,972,819
Trade Window Holdings Limited
Consolidated statement of changes in equity
For the year ended 31 March 2024
The above information is to be read in conjunction
with the notes to the consolidated financial statem
ents.
6
Notes Issued capital
Retained
earnings
Foreign currency
translation
reserve
Share based
payment reserve
Total
$
$
$
$
$
Trade Window Holdings Limited
Consolidated statement of changes in equity
For the year ended 31 March 2024
Balance at 1 April 2023
46,180,576
(30,378,029)
(18,663)
188,935
15,972,819
Comprehensive expense for the yearLoss for the year
-
(8,013,615)
-
-
(8,013,615)
Other comprehensive income
-
-
2,567
-
2,567
-
(8,013,615)
2,567
-
(8,011,048)
Transactions with owners of the companyIssue of capital
20
791,506
-
-
-
791,506
Adjustment to foreign currency
-
-
(36,614)
-
(36,614)
Share options exercised
20
318,591
-
-
-
318,591
Equity-settled share based payments
-
-
-
205,116
205,116
1,110,097
-
(36,614)
205,116
1,278,599
Balance at 31 March 2024
47,290,673
(38,391,644)
(52,710)
394,051
9,240,370
The above information is to be read in conjunction
with the notes to the consolidated financial statem
ents.
7
Notes20242023
$$
Operating activities
Cash received from customers7,138,177 4,857,294
Cash paid to suppliers and employees(13,994,881) (16,949,307)
Income tax received46,244 514,993
Grant and other income1,056,538 744,260
Net cash used in operating activities28(5,753,922) (10,832,760)
Investing activities
Purchase of property, plant and equipment(12,131) (147,842)
Proceeds from sale plant and equipment8,742 24,489
Business acquisition19- (2,500,000)
Interest received680,017 114,229
Net cash used in investing activities76,628 (2,509,124)
Financing activities
Interest paid on lease liability6,11(25,991) (59,094)
Proceeds from/(repayment) of share capital500,000 14,735,324
Repayment of borrowings(357,741) (468,256)
Payments for lease liability - principal portion11(273,271) (509,771)
Proceeds/(repayments) from exercise of share options56 218
Interest paid(125,707) (140,970)
Net cash flows from financing activities(282,654) 13,557,451
Net change in cash and cash equivalents(5,959,948) 215,567
Cash and cash equivalents at the beginning of the financial year6,148,125 5,932,558
Cash and cash equivalents at the end of the financial year8.1188,177 6,148,125
Trade Window Holdings Limited
Consolidated statement of cash flows
For the year ended 31 March 2024
The above information is to be read in conjunction with the notes to the consolidated financial statements.
8
1
Trade Window Holdings Limited
For the year ended 31 March 2024
Notes to the consolidated financial statements
General information and statement of compliance
These financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand ('NZ GAAP'). They comply with the New Zealand
Equivalents to International Financial Reporting Standards and other applicable Financial
Reporting Standards, as appropriate for Tier 1 for-profit entities. The consolidated financial
statements of the Group also comply with International Financial Reporting Standards (IFRS).
The financial statements were authorised for issue by the directors on the date included on page
1. The Group is a reporting entity for the purposes of the Financial Reporting Act 2013 and its
financial statements comply with that Act.
The financial statements have been prepared on the historical cost basis.
These financial statements are presented in New Zealand dollars ($) which is the Company's
functional currency, rounded to the nearest dollar. They have been prepared on a GST exclusive
basis except for receivables and payables that are stated inclusive of GST.
Consolidated financial statements for the Group are presented. The consolidated financial
statements of Trade Window Holdings Limited (Company) as at and for the year ended 31 March
2024 comprise of the Company and its subsidiaries (together referred to as the Group and
individually as subsidiaries).
The subsidiaries are set out in Note 18.
Trade Window Holdings Limited is incorporated and domiciled in New Zealand and is a company
registered under the Companies Act 1993.
Trade Window Holdings Limited is a profit orientated entity.
The principal activities of the Group during the year were developing and commercialising
technology solutions that provide international trade participants with a secure platform and tools
to establish trust and trade globally in an efficient manner across interconnected networks.
Trade Window Holdings Limited was incorporated on 10 September 2021 for the purpose of
being the holding company for Trade Window Limited. Prior to Trade Window Holdings Limited's
incorporation, the Group comprised of Trade Window Limited and its subsidiaries.
Basis of measurement
Accounting policies
The accounting policies set out below have been consistently applied to all periods presented in
these financial statements. Where applicable, certain comparatives have been reclassified to
comply with the accounting presentation adopted in the current year to ensure consistency with
the current year classification.
Basis of preparation
New accounting standards and interpretations
No new standards have been issued for the period ended 31 March 2024 that materially impact
the Group.
New accounting standards and interpretations issued but not yet effective
At the date of authorisation of these consolidated financial statements, there are no new
accounting standards or interpretations issued but not yet adopted that are expected to have a
material impact on the Group.
9
Trade Window Holdings Limited
For the year ended 31 March 2024
Notes to the consolidated financial statements
1
-
-
-
-
-
-
-
Note 11 Leases, on determining whether a contract contains a lease, lease terms,
incremental borrowing rate and lease renewal options.
Use of estimates and judgements
The preparation of the financial statements in conformity with NZ IFRS and IFRS requires
management to make judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
The principal areas of judgement in preparing these financial statements are set out below.
Information about critical judgements in applying accounting policies that have the most
significant effect on the amounts recognised in the financial statements is included in the
following notes:
Note 22 Share-based payments, in determining the probability of the share price achieving
the vesting hurdle and the rate of employee attrition.
Going concern
The Group prepares its financial statements on a going concern basis and expects to be able to
realise its assets and meet its financial obligations in the normal course of business.
The Group is an early-stage organisation that has been investing in the development of a Global
Trade Platform and as such has reported a loss for the year ended 31 March 2024 of $8 million
(31 March 2023 $9.8 million), and operating cash outflows of $5.8 million (31 March 2023 $10.8
million).
As at 31 March 2024, the Group held Cash and cash equivalents of $0.2 million (31 March 2023
$6.1 million). In response to continued negative global macro-economic conditions, scarce
capital and the cancelled investment by strategic investor during the period, the Group initiated
significant costs reductions across the business through undertaking a further reorganisation and
pausing innovation and development investment, shifting focus to growing revenues from core
profitable products which can provide a pathway to EBITDA breakeven.
Note 19 Business acquisitions, in determining the fair value of the consideration transferred,
and fair value of the assets acquired (including intangibles and goodwill) and liabilities
assumed.
Note 14 Contingent consideration, in determining the projected revenues for the target
periods, forecast share price at completion dates and settlement.
Note 3.1 Revenue, in determining the revenue recognition of implementation revenue.
Note 1 Going concern, in determining whether the Group is a going concern.
Changes in accounting policies and disclosures
The Group has applied the following standards and amendments for the first time for the
reporting period commencing 1 January 2023:
Replaces all instances of the term 'significant accounting policies' with 'material accounting
policy information'. The application of the amendments did not have a material impact on the
Group financial statements but has changed the disclosure of accounting policy information
in the financial statements.
Amendments to NZ IAS 1 – Disclosure of Accounting Policies
General information and statement of compliance (continued)
10
Trade Window Holdings Limited
For the year ended 31 March 2024
Notes to the consolidated financial statements
1
a.
b.
c.
d.
The forecast’s assumptions have been stress tested against a range of scenarios including
material reduction in new business revenue without commensurate cost cutting, which
demonstrates that while the cashflow forecast is sensitive to changes in key growth assumptions,
the Group will have adequate cash resources without needing to resort to further capital raising.
Going concern (continued)
A shortfall payment is potentially required in accordance with the Rfider purchase agreement
due to a reduction in the Group’s share price subsequent to the transaction taking place. The
contingent consideration component of the purchase price, to which the shortfall payment is
tied, is tested against specified revenue targets. The revenue earned to date and forecast,
does not meet these targets and the requirement for any contingent consideration, and
therefore a shortfall payment, is expected to fall away.
Shortfall payment to the Rfider vendors.
Successful operation of cost-reduced business.
Salary and operating expenditure is projected to reduce by approximately 30% (excluding
transition costs). During the year ended 31 March 2024 the Board and Management have
implemented a plan to reduce costs and cash usage to a more sustainable level by reducing
headcount and reducing costs. The savings are predominantly from redundancies in
Research and Development and will not impact the Group’s ability to continue to serve its
current and future customers, meet market demand and generate revenue from existing
solutions.
Since balance date the Group has successfully raised $2.2 million equity capital which has been
budgeted to provide a pathway to monthly EBITDA breakeven by the end of FY25. No additional
funding is required under the financial forecasts, however as announced on 17 April 2024, the
Group has also been offered a term sheet from an alternative debt lender which could provide up
to $1.0 million net of existing debt repayments, which would provide additional certainty of cash
resources if the offer is taken up.
Achievement of targeted revenue growth.
On 26 March 2024 the Group advised that it expects revenue for FY25 to range between
$7.3 million to $8.3 million. This represents an increase of between 18% to 34% on the prior
year. As reported in these financial statements, the revenue for FY24 of $6.2 million
represents an increase of 27% over FY23. New customers already onboarded or currently in
the onboarding process are expected to provide the bulk of the increase in FY25.
The Board-approved financial forecasts for FY25 and FY26 project sufficient cash available to
satisfy all financial obligations which arise in the next 14 months from 31 March 2024. The
forecast cash flows are dependent on the key assumptions outlined below.
Compliance with ASB loan covenants.
Effective 25 March 2024, various terms of the ASB loan facility were amended including
removing the cash cover covenant, extending the loan amortisation/repayment relief to 31
March 2025 and introducing a new revenue covenant. A breach of these undertaking could
result in acceleration of remaining outstanding loan balance. As at 31 March 2024 this
balance was $1.0m.
General information and statement of compliance (continued)
11
Trade Window Holdings Limited
For the year ended 31 March 2024
Notes to the consolidated financial statements
1
2Material accounting policy information
Business combinations
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power over the entity. The financial statements of subsidiaries are
General information and statement of compliance (continued)
Going concern (continued)
Basis of consolidation
Subsidiaries
Intra company (refer to Note 18) balances and transactions, and any unrealised income and
expenses (except for foreign currency transaction gains and losses) arising from intra-group
transactions, are eliminated.
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the
subsidiary, and any related non-controlling interests and other components of equity. Any
resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary
Transactions eliminated on consolidation
The Group accounts for business combinations using the acquisition method when the acquired
set of activities and assets meets the definition of a business and control is transferred to the
Group. In determining whether a particular set of activities and assets is a business, the Group
The consideration transferred in the acquisition is generally measured at fair value, as are the
identified net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain
on a bargain purchase is recognised in profit or loss immediately. Transaction costs are
The Directors consider the Group to be a going concern and believe the Group will achieve its
financial forecasts to the extent necessary to ensure the Group will have sufficient liquidity to
continue as a going concern and meet its financial obligations for the foreseeable future.
Should the Group be unable to achieve the forecast cash flows mentioned above, the Group may
have insufficient liquid assets to be able to continue as a going concern for a period of at least 12
months from the issuance of these financials statements. Therefore, material uncertainty exists
that may cast significant doubt on the Group’s ability to continue as a going concern and
therefore that the Group may be unable to realise its assets and discharge its liabilities in the
normal course of business.
12
2 Material accounting policy information (continued)
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Transactions in foreign currencies are translated to the respective functional currencies of Group
entities at exchange rates at the dates of the transactions.
Foreign currency
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs
are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of
CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on
a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is
reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are
retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or
loss on monetary items is the difference between amortised cost in the functional currency at the
beginning of the year, adjusted for effective interest and payments during the year, and the amortised
cost in foreign currency translated at the exchange rate at the end of the year.
The foreign currency translation reserve arises from the translation of the Group's overseas
operations into the presentation currency of these financial statements.
Impairment
The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill and indefinite-lived intangible assets are tested annually
for impairment.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit
(CGU) exceeds its estimated recoverable amount.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less
costs to sell. The Group has adopted the Value in Use method (previously Fair value less cost of
disposal).
Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are
aggregated so that the level at which impairment testing is performed reflects the lowest level at
which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business
combination is allocated to groups of CGUs that are expected to benefit from the synergies of the
combination.
13
20242023
$$
3.1
Transactional revenue2,970,783 2,332,065
Subscription revenue2,815,492 2,077,202
Service revenue269,018 205,970
Installation revenue123,784 304,844
Total revenue6,179,077 4,920,081
Revenue policy
Transactional revenue
Subscription revenue
Service revenue
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Revenue
Service revenue relates to ad-hoc customer support services outside of the scope of the standard
support agreement. The services are mainly for customer support to customers who request non-
standard customisation or assistance with a specific project. Service revenue is recognised over time
as the service is delivered to the customer, these range from a few hours to a week. Customers are
mainly invoiced monthly and have payment terms of up to 30-days.
The Group generates revenue primarily from customers subscribing to and utilising its software
platforms. In the following table, revenue from contracts with customers is disaggregated by primary
nature and timing of revenue recognition.
Revenue is measured based on the consideration specified in the contract with a customer. The
Group recognises revenue when it transfers control of a good or service to a customer. Revenue is
disclosed net of credit notes and discounts. Unbilled revenue at year end is recognised as contract
asset and any unearned revenue at year end is recognised as contract liabilities. See table 3.2 for
details of contract assets and liabilities at year end.
Transactional revenue is recorded at the time the transactions are processed by the customer using
the Group’s software platforms. Transaction revenue is based on volume of usage and is recognised
at a point in time. Customers are mainly invoiced monthly and have payment terms of up to 30-days.
Subscription revenue comprises recurring monthly fees from customers who have subscribed to the
Group’s software platforms. The fee provides the customer with access to the various software
platforms, regular software updates and customer support services. Subscription revenue is invoiced
either in advance or monthly in arears, depending on the software product. Subscription revenue is
recognised over time as the services are used or delivered to the customer. Customers are mainly
invoiced monthly and have payment terms of up to 30-days.
14
20242023
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
3.1
Installation revenue
3.2
Receivables, which are included in "Trade and other receivables"693,117 641,871
Contract assets30,239 92,458
Contract liabilities(638,979) (547,335)
84,377 186,994
The following table provides information about receivables, contract assets and contract liabilities
from contracts with customers.
Installation revenue comprises of one-off installation, software customisation and user training
services. The Group has assessed that installation is a separate performance obligation for certain
products, and all the activities are considered as one performance obligation which is satisfied over
the term of the contract as the customer simultaneously receives and consumes the benefits
provided to them. After the software is installed, the customers subscribe to ongoing maintenance
and support services to ensure that the software is regularly maintained by the Group. The Group
uses the output method of measuring progress of installation as it fairly depicts the entity’s
performance towards complete satisfaction of the performance condition. Majority of customers are
invoiced in advance and then on milestone completion. Payment terms are up to 30-days from
invoice date.
Contract balances
Revenue (continued)
The contract liabilities primarily relate to advance consideration the Group received from customers
for installation and for subscribing to its software platforms, for which revenue is recognised over
time.
The contract assets primarily relate to the Group’s rights to consideration for work completed but not
billed at the reporting date. Contract assets are assessed for impairment under the requirements in
the financial instruments standard. Any unconditional rights to consideration are presented separately
as a receivable.
Information about remaining performance obligation has not been provided as these have an
expected duration of less than 12 months.
15
20242023
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
4
Profit on sale of fixed assets40,573 10,643
Grant income309,750 804,885
Other223,613 124
Total other income573,936 815,652
Grant income
Other
Other income
Other income includes a settlement payment resulting from the cancellation of a strategic partnership
agreement.
The Group is eligible for the IRD’s Research & Development Tax Incentive (RDTI) scheme which
allows for a 15% tax credit for eligible R&D expenditure not claimed under any other scheme.
In the prior period the Group was entitled to NZTE’s International Growth Fund Grant to assist with
acceleration of growth in the Australian market. This Grant allowed for reimbursement of up to 50% of
actual costs incurred in carrying out pre-approved growth projects in Australia.
In the prior period the Group was entitled to the Government's R&D project grant scheme which
made it eligible to a percentage reimbursement of project related costs through Callaghan Innovation.
The grant was recognised as income when it became highly probable.
16
20242023
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
5.1Personnel and employee expense
Short term employee benefits (salaries)7,153,095 10,457,929
Post-employment benefits (superannuation)251,073 360,356
Contracted resources1,179,644 1,107,597
Other employee benefits870,627 1,138,136
Total personnel and employee expense9,454,439 13,064,018
5.2Other expenses include the following:
The following fees were paid or payable for services provided by the auditor
- Fees relating to the audit124,000 210,000
Directors fees201,375 254,533
Bad debts written off7,978 87
6Net finance expense
Interest income80,017 114,229
Interest expense(140,546) (161,058)
Interest on lease liabilities(25,991) (59,094)
Total net finance expense(86,520) (105,923)
Finance income and expenses policy
Finance income comprises interest income on funds invested using the effective interest method.
Finance costs comprise interest expense on borrowings and interest on lease liabilities.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a
qualifying asset are recognised in profit or loss using the effective interest method.
17
20242023
$$
7Income tax
Loss before income tax(8,008,986) (10,769,629)
28%28%
(2,242,516) (3,015,496)
Non-deductible expenses242,392 (1,057,852)
Non-assessable income(490,284) -
Recognition of tax losses previously unrecognised- (976,800)
Deferred tax not recognised in current tax year2,491,631 4,038,810
Effect of different tax rates3,406 34,538
4,629 (976,800)
Income tax expense (income) is represented by:
Current tax4,629 -
Deferred tax- (976,800)
4,629 (976,800)
Deferred tax assets and liabilities
Recognised Deferred Tax Assets and Liabilities
Year ended 31 March 2024
Opening
Recognised
in profit or
loss
Business
AcquisitionsClosing
$$$$
(1,204,249) 253,876 - (950,373)
ESOP52,902 (52,902) - -
Leases8,540 (5,847) - 2,693
Accruals and Employee Benefits128,127 5,760 - 133,887
Net Taxable Loss1,014,680 (200,887) - 813,793
- - - -
Expected income tax
Notes to the consolidated financial statements
Actual income tax expense (income)
The current tax asset of $4,995 (2023: $51,252) represents the amount of New Zealand income
taxes receivable in respect of the current period.The current tax liability of $4,686 (2023: $Nil)
represents the amount of Phillipines income taxes payable in respect of the current period.
Intangibles and Property, plant
and equipment
Trade Window Holdings Limited
For the year ended 31 March 2024
Tax expense
Domestic tax rate (28%)
The table below shows the movement in the deferred tax balances that are recognised at the
beginning and end of the period.
18
Notes to the consolidated financial statements
Trade Window Holdings Limited
For the year ended 31 March 2024
7Income tax (continued)
Recognised Deferred Tax Assets and Liabilities
Year ended 31 March 2023
Opening
Recognised
in profit or
loss
Business
AcquisitionsClosing
$$$$
(422,916) 195,467 (976,800) (1,204,249)
ESOP(452,745) 505,647 - 52,902
Leases(506,967) 515,507 - 8,540
Accruals and Employee Benefits135,608 (7,481) - 128,127
Net Taxable Loss1,247,020 (232,340) - 1,014,680
- 976,800 (976,800) -
Income tax policy
Deferred tax is recognised in respect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognised on the initial recognition of goodwill. A deferred tax asset is
recognised only to the extent that it is probable that future taxable profits will be available against
which the asset can be utilised.
The Group has $36,267,332 (2023: $31,188,839) of tax losses for which no deferred tax asset has
been recognised in the statement of financial position as it is not probable that the Group will be
achieving sufficient taxable profits in the foreseeable future. The current year tax loss is subject to
Inland Revenue assessment.
Tax expense comprises current and deferred tax and is calculated using rates enacted or
substantively enacted at balance date. Current tax and deferred tax is recognised in profit or loss
except to the extent that it relates to items recognised directly in equity or other comprehensive
income, in which case the tax is recognised as an adjustment against the item to which it relates.
Intangibles and Property, plant
and equipment
Current tax is the expected tax payable or receivable on the taxable income or loss for the year,
using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
19
20242023
$$
8.1
Bank accounts188,177 6,148,125
188,177 6,148,125
Cash and cash equivalents policy
8.2
Restricted cash is comprised of cash balances held with Commonwealth Bank Australia of $26,853
(2023: $98,432), that is held as a rent guarantee over one of the leases.
Restricted cash
The bank accounts include cash balances held with ASB Bank Limited of $82,280 (2023:
$5,927,007), which is a related party. Bank balances are also held with the Commonwealth Bank of
Australia, the parent company of ASB Bank Limited, of $95,889 (2023: $173,261). The Group also
had an undrawn overdraft facility with ASB Bank limited to a maximum of $150,000. The interest rate
at balance date was 10.88% (2023: 9.98%) per annum.
Cash and cash equivalents comprises cash balances and call deposits used by the Group in the
management of its short-term commitments.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Cash and cash equivalents
Total cash and cash equivalents
20
20242023
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
9
Current
Trade receivables693,117 641,871
Less: Provision for doubtful debts(46,801) (6,571)
646,316 635,300
Other receivables642 518,031
Prepayments321,214 576,776
968,172 1,730,107
Non-Current
Prepayments51,457 120,218
51,457 120,218
Total trade and other receivables1,019,629 1,850,325
Trade and other receivables (unless it is a trade receivable without a significant financing
component) is initially recognised at fair value plus transaction costs. A trade receivable without a
significant financing component is initially measured at the transaction price. It is then subsequently
measured at amortised cost using the effective interest method, less any provision for impairment.
A provision for impairment of trade receivables is established when there is objective evidence that
the Group will not be able to collect all amounts due according to the original terms of receivables.
Impairment is calculated based on an expected credit loss (ECL) model under NZ IFRS 9. Refer to
Note 16 for information about calculation and recognition of expected credit losses. The amount of
the provision is recognised in profit or loss. During the year, provision for impairment totalling
$38,681 (2023: $6,571) has been recognised.
Trade and other receivables policy
Trade and other receivables
Bad debt expense of $7,978 (2023: $87) has been recorded within other expenses in the statement
of comprehensive income.
21
10
Lease-
hold
improve-
ments
Motor
vehicles
Furnit-
ure and
fittings
Plant
and
equip-
mentTotal
$$$$$
58,684 9,556 78,394 427,863 574,497
332 - 536 307 1,175
- - - 7,949 7,949
- (9,556)- (12,629)(22,185)
59,016 - 78,930 423,490 561,436
28,883 7,024 13,539 280,618 330,064
Effects of movements in exchange rates88 - 536 154 778
- (8,864)- (9,451)(18,315)
29,805 1,840 40,024 110,694 182,363
58,776 - 54,099 382,015 494,890
29,801 2,532 64,855 147,245 244,433
240 - 24,831 41,475 66,546
39,208 37,904 60,486 363,150 500,748
19,476 - 17,908 119,674 157,058
- - - 4,800 4,800
- (28,348)- (59,761)(88,109)
58,684 9,556 78,394 427,863 574,497
10,698 19,004 5,411 187,743 222,856
- (15,573)- (49,919)(65,492)
18,185 3,593 8,128 142,794 172,700
28,883 7,024 13,539 280,618 330,064
28,510 18,900 55,075 175,407 277,892
29,801 2,532 64,855 147,245 244,433
Disposals
Total accumulated depreciation
Summary
Net carrying amount at 31 March 2022
Net carrying amount at 31 March 2023
Total property, plant and equipment at cost
Accumulated depreciation
Opening balance
Disposals
Depreciation expense
Additions
Additions through business acquisition
Disposals
Total property, plant and equipment at cost
Accumulated depreciation
Opening balance
Disposals
Depreciation expense
Total accumulated depreciation
Summary
Net carrying amount at 31 March 2023
Net carrying amount at 31 March 2024
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Property, plant and equipment
Year ended 31 March 2024
Opening balance
Additions
Effects of movements in exchange rates
Year ended 31 March 2023
Opening balance
22
10
Property, plant and equipment policy
Recognition and measurement
Depreciation
- 20.00% - 33.30%
- 21.00%
- 10.50%
- 30.00% - 67.00%
Impairment
An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable
amount. Impairment losses directly reduce the carrying amount of the assets and are recognised in
profit or loss.
The depreciation rates for significant items of property, plant and equipment are as follows:
Leasehold improvements
Motor vehicles
There was no impairment of assets recognised for during the year.
Depreciation methods, useful lives and residual values are reviewed at each financial year end and
adjusted if appropriate.
The carrying amounts of property, plant and equipment are reviewed at each balance date to
determine whether there is any indication of impairment. If any such indication exists, the asset's
recoverable amount is estimated.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
All property, plant and equipment is measured at cost less accumulated depreciation and
accumulated impairment losses.
When parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
Property, plant and equipment (continued)
Any gain or loss on disposal of an item of property, plant and equipment (calculated as the difference
between the net proceeds from disposal and the carrying amount of the item) is recognised in profit
or loss within other income or other expenses.
For property, plant and equipment, depreciation is based on the cost of an asset less its residual
value.
Depreciation is recognised in profit or loss on a straight line basis over the estimated useful lives of
each component of an item of property, plant and equipment.
Furniture and fittings
Plant and equipment
23
11
Right of use assets
BuildingsTotal
$$
1,784,505 1,784,505
(544,957) (544,957)
9,190 9,190
1,248,738 1,248,738
941,707 941,707
(261,125) (261,125)
495,719 495,719
3,063 3,063
1,179,364 1,179,364
842,798 842,798
Net carrying amount at 31 March 202469,374 69,374
1,787,046 1,787,046
(2,541)(2,541)
1,784,505 1,784,505
391,731391,731
553,542 553,542
(3,566)(3,566)
941,707 941,707
1,395,315 1,395,315
Net carrying amount at 31 March 2023842,798 842,798
Lease liabilities20242023
$$
Lease liability (current)78,994 551,598
Lease liability (non-current)- 321,700
Total lease liabilities
78,994 873,298
Effects of movements in exchange rates
Accumulated amortisation
Opening balance
Amortisation expense
Total accumulated amortisation
Summary
Net carrying amount at 31 March 2022
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Opening balance
Disposals
Leases
Year ended 31 March 2024
Opening balance
Total Right of use assets at Cost
Accumulated amortisation
Disposals
Amortisation expense
Effects of movements in exchange rates
Effects of movements in exchange rates
Total accumulated amortisation
Year ended 31 March 2023
Effects of movements in exchange rates
Summary
Net carrying amount at 31 March 2023
Opening balance
Total Right of use assets at Cost
24
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
11
Leases policy
Recognition and measurement
-
-
-
-
The Group has elected not to recognise a right-of-use asset and corresponding lease liability for short-
term leases with terms of 12 months or less and leases for low-value assets. Lease payments on these
assets are expensed to the profit or loss as incurred.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, if there is a
change in the Group's estimate of the amount expected to be payable under a residual value
guarantee, or if the Group changes its assessment of whether it will exercise a purchase, extension or
termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use
asset has been reduced to zero.
Lease payments included in the measurement of the lease liability comprise the following:
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index
or rate as at the commencement date;
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Group is reasonably certain to exercise,
lease payments in an optional renewal period if the Group is reasonably certain to exercise an
extension option, and penalties for early termination of a lease unless the Group is reasonably
certain not to terminate early.
The right-of-use asset is subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the
lease term. The estimated useful lives of right-of-use assets are determined on the same basis as
those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
Leases (continued)
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. 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 dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any lease incentives received.
25
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
11
Right of use assetBuildings
No. of right of use assets leased1
Range of remaining terms in months2
Average remaining term in months2
No. of leases with options to purchase -
No. of leases with termination options -
Future lease payments were as follows.
20242023
$$
Within 1 year 78,994 551,598
1-2 years - 214,322
2-3 years - 107,378
3-5 years - -
Over 5 years - -
Total future lease payments
78,994 873,298
Impairment
The Right of use asset is regularly assessed for impairment.
20242023
Amounts recognised in statement of comprehensive income
$$
Interest on lease liabilities
25,991 59,094
Depreciation on right of use assets
495,719 553,542
Variable lease payments
125,959 120,980
Short term lease expenses
102,221 75,995
Amounts recognised in statement of cash flow
Interest on lease liabilities
25,991 59,094
Principal lease payments
273,271 509,771
The table below describes the nature of the Group’s leasing activities by type of right-of-use asset
recognised in the consolidated statement of financial position:
Leases (continued)
26
12
Software
Customer
relation-
shipsGoodwillTotal
$$$$
8,860,557 456,016 7,615,761 16,932,334
8,860,557 456,016 7,615,761 16,932,334
3,581,207 148,206 - 3,729,413
1,789,000 45,602 - 1,834,602
5,370,207 193,808 - 5,564,015
5,279,350 307,810 7,615,761 13,202,921
Net carrying amount at 31 March 2024 3,490,350 262,208 7,615,761 11,368,319
5,880,557 456,016 2,469,761 8,806,334
2,980,000 - 5,146,000 8,126,000
8,860,557 456,016 7,615,761 16,932,334
1,941,207 102,604 - 2,043,811
1,640,000 45,602 - 1,685,602
3,581,207 148,206 - 3,729,413
3,939,350 353,412 2,469,761 6,762,523
Net carrying amount at 31 March 2023 5,279,350 307,810 7,615,761 13,202,921
Summary
Net carrying amount at 31 March 2022
Opening balance
Year ended 31 March 2024
Amortisation expense
Total accumulated amortisation
Opening balance
Total Intangible assets at Cost
Accumulated amortisation
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Accumulated amortisation
Opening balance
Amortisation expense
Total accumulated amortisation
Summary
Net carrying amount at 31 March 2023
Year ended 31 March 2023
Intangible assets
Opening balance
Additions through business acquisition
Total Intangible assets at Cost
27
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
12
Intangible assets policy
Recognition and policy
Subsequent expenditure
Amortisation
- 1 - 5 years0 - 3 years
- 10 years6 years
Impairment
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less
costs to sell. The Group has adopted the Value in Use method (previously Fair value less cost of
disposal).
Software
Customer relationships
The Group tests whether goodwill has suffered any impairment on an annual basis. No impairment on
the carrying amount of goodwill has been recognised during the financial year (2023: $Nil).
Goodwill is measured at cost less accumulated impairment losses.
Other intangible assets 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 is capitalised only when it increases the future economic benefits embodied
in the specific asset to which it relates. All other expenditure, including expenditure on internally
generated goodwill and brands is recognised in profit or loss as incurred.
Amortisation is calculated to write off the cost of intangible assets less their estimated residual value
using the straight-line method over their estimated useful lives, and is recognised in profit or loss.
Goodwill is not amortised.
The estimated useful lives and remaining amortisation period for current and comparative periods are
as follows:
Intangible assets (continued)
In assessing Value in Use, estimated future cash flows are discounted to their present value using a
pre-tax discount rate of 20% that reflects current market assessments of the time value of money and
the risk specific to the asset.
Future cashflows are based on five-year projections for the Group, which included the Board
approved budget for the year to 31 March 2025. The forecast financial information is based on both
past experience and future expectations of operating performance and requires judgements to be
made as to the revenue growth, operating cost projections and the market environment. Revenue is
projected to grow at a compound average growth rate of 21% for the first 5 years. Actual results may
be substantially different. The terminal growth rate assumed is 2.5% which does not exceed the long-
term average growth rate for the market in which the Group operates.
Management believes that any reasonably possible change in the key assumptions on which the
recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.
28
20242023
$$
13
Current
Trade payables256,176 354,716
Sundry payables253,072 315,193
Accruals422,217 653,058
Employee benefits434,433 737,280
1,365,898 2,060,247
Non-current
Accruals- 64,067
1,365,898 2,124,314
Trade and other payables policy
Employee benefits policy
14
Current
Balance 1 April1,039,000 -
Contingent consideration arising on business acquisitions- 2,347,000
Revaluation of Contingent consideration(1,039,000) (1,308,000)
- 1,039,000
Non-current
Balance 1 April177,000 -
Contingent consideration arising on business acquisitions- 2,307,000
Revaluation of Contingent consideration(177,000) (2,130,000)
- 177,000
Balance at 31 March- 1,216,000
Short-term employee benefits obligations are measured on an undiscounted basis and are expensed
as the related service is provided. A liability is recognised for the amount expected to be paid for
outstanding annual leave balances if the Group has a present legal or constructive obligation to pay
this amount as a result of past services provided by the employee and the obligation can be
estimated reliably.
Contingent consideration
Contingent consideration policy
Contingent considerations are recognised when the Group has a present legal or constructive
obligation as a result of a past event, it is probable that an outflow of economic resources will be
required from the Group and amounts can be estimated reliably. Timing or amount of the outflow may
still be uncertain. They are measured at the estimated expenditure required to settle the present
obligation, based on the most reliable evidence available at the reporting date, including the risks and
uncertainties associated with the present obligation. Where there are a number of similar obligations,
the likelihood that an outflow will be required in settlement is determined by considering the class of
obligations as a whole. Contingent considerations are discounted to their present values, where the
time value of money is material.
Refer to Note 19 for additional details of the acquisition relating to this contingent consideration.
The contingent consideration is tested against specified revenue targets. The revenue earned to date
and forecast, does not meet these targets and the requirement for any contingent consideration
payment is expected to fall away, and has been revalued to $Nil.
Trade and other payables are measured at amortised cost. These amounts represent liabilities for
goods and services provided to the Group prior to the end of financial year which are unpaid. The
amounts are unsecured and are usually paid within 30 days of recognition.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Trade and other payables
Total trade and other payables
29
20242023
$$
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
15
Current
ASB term loan- 495,884
Callaghan R&D loan58,100 33,696
58,100 529,580
Non-current
ASB term loan1,038,303 866,921
Callaghan R&D loan344,726 397,964
1,383,029 1,264,885
Total interest bearing loans and borrowings1,441,129 1,794,465
Terms and repayment schedule
CurrencyMaturity date
ASB term loanNZD
30 October 2026
1,038,303 1,362,805
Callaghan R&D loan NZD13 August 2030402,826 431,660
1,441,129 1,794,465
Interest bearing loans and liabilities policy
The ASB loan is secured over the assets of TradeWindow Services Limited together with an
unlimited guarantee and indemnity from Trade Window Limited.
On 13 August 2020, the Company received an R&D loan of $400,000 from Callaghan Innovation as
assistance for the economic impacts of COVID19 on the business. The loan balance at 31 March
2024 was $402,826 which included an interest accrual of 3% (2023: $431,660).
Interest bearing loans and borrowings
At balance date, the Company has met all its covenants. During the year the Company reported a
breach of one of its covenants. Subsequently the Group and the ASB Bank have worked together to
restructure the loan facility.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between proceeds (net of transaction
costs) and the redemption amount is recognised in the statement of comprehensive income over the
period of the borrowing using the effective interest method. Borrowings are classified as current
liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
10.39%
3%
Interest
rate
The face value and carrying value of the loans are the same.
30
16 Financial instruments classification and risk management
Financial assets held at amortised cost
-
-
Financial liabilities held at amortised cost
the asset is held within a business model whose objective is to hold assets to collect
contractual cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the amounts outstanding.
Financial assets and liabilities are classified into the following categories:
A financial asset is measured at amortised cost if it meets both of the following conditions, and is not
designated as at fair value through profit or loss (FVTPL):
Financial liabilities held at amortised cost comprise: trade and other payables, interest bearing loans
and borrowings, lease liabilities, and related party payables.
Financial assets at amortised cost are subsequently measured at amortised cost using the effective
interest method. The amortised cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on
derecognition is recognised in profit or loss.
Financial assets held at amortised cost comprise: cash and cash equivalents and trade and other
receivables.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Financial instruments are recognised in the statement of financial position when the Group becomes
party to a financial contract. They include cash and cash equivalents, trade and other receivables,
trade and other payables, interest bearing loans and borrowings, lease liabilities and related party
payables.
All financial assets and liabilities (except for trade receivables that do not contain a significant
financing component) are initially measured at fair value, adjusted for transaction costs (where
applicable). Trade receivables without a significant financing component are initially measured at the
transaction price in accordance with the recognition of revenue.
The Group’s overall financial risk management programme focuses primarily on maintaining a
financial risk profile that provides flexibility to implement the Group’s strategies, while optimising return
on assets. Financial risk management is centralised, which supports compliance with the financial risk
management policies and procedures set by the Board.
Financial liabilities not designated as at FVTPL on initial recognition are classified as at amortised
cost. Financial liabilities at amortised cost are subsequently measured at amortised cost using the
effective interest method. Interest expense and foreign exchange gains and losses are recognised in
profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
31
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
16 Financial instruments classification and risk management (continued)
Impairment - financial assets
Derecognition
Financial Assets
Financial liabilities
The Group derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire, or it transfers the right to receive the contractual cash flows in a transaction in
which substantially all of the risks and rewards of ownership of the financial asset are transferred or in
which the Group neither transfers nor retains substantially all of the risks and rewards of ownership
and it does not retain control of the financial asset.
On derecognition of a financial liability, the difference between the carrying amount extinguished and
the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised
in profit or loss.
The Group recognises loss allowances for expected credit losses (ECLs) on financial assets
measured at amortised cost.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present
value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance
with the contract and the cash flows that the Group expects to receive).
The gross carrying amount of a financial asset is written off when the Group has no reasonable
expectations of recovering a financial asset in its entirety or a portion thereof.
The Group makes use of a simplified approach in accounting for trade and other receivables as well
as contract assets and records the loss allowance as lifetime expected credit losses. These are the
expected shortfalls in contractual cash flows, considering the potential for default at any point during
the life of the financial instrument. In calculating, the Group uses its historical experience, external
indicators and forward-looking information to calculate the expected credit losses using a provision
matrix.
The Group derecognises a financial liability when the contractual obligations are discharged or
cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and
the cash flows of the modified liability are substantially different, in which case a new financial liability
based on the modified terms is recognised at fair value.
32
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
16 Financial instruments classification and risk management (continued)
31 March 2024
Amortised
cost
Other
amortised
costFVTPL
Financial assets$$$
Cash and cash equivalents188,177 - -
Trade and other receivables646,958 - -
26,853 - -
861,988 - -
Financial liabilities
Trade and other payables- 1,365,898 -
Interest bearing loans and borrowings- 1,441,129 -
Related party payables- 4,076 -
Lease liabilities- 78,994 -
- 2,890,097 -
31 March 2023
Amortised
cost
Other
amortised
cost
FVTPL
Financial assets$$$
Cash and cash equivalents6,148,125 - -
Trade and other receivables1,153,331 - -
Restricted cash98,432 - -
7,399,888 - -
Financial liabilities
Trade and other payables- 2,124,314 -
Interest bearing loans and borrowings- 1,794,465 -
Related party payables2,513 -
Lease liabilities- 873,298 -
Contingent consideration- - 1,216,000
- 4,794,590 1,216,000
Restricted cash
The Group holds the following financial assets and liabilities, the table below shows their carrying
amount and measurement basis.
33
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
16 Financial instruments classification and risk management (continued)
Fair value
-
-
-
Carrying
ValueFair Value
Carrying
ValueFair Value
Contingent considerationLevel 3- - 1,216,000 1,216,000
- - 1,216,000 1,216,000
Type
-
Market risk (mainly interest rate risk)
-
Credit risk
-
Liquidity risk
Level 2: inputs that are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices) other than quoted prices included within level 1.
Level 3: inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Financial risk management
The Group had exposure to the following risks from its use of financial instruments:
Contingent
consideration
Financial assets and financial liabilities measured at fair value in the statement of financial position
are grouped into three levels of a fair value hierarchy. The three levels are defined based on the
observability of significant inputs to the measurement, as follows:
20242023
Valuation Technique
Discounted cash flows:
The valuation model
considers the present
value of expected future
payments in shares and/or
cash, adjusted for risk.
The value of contingent
consideration is
discounted using a risk-
free discount rate to derive
the present value of
contingent consideration.
Significant
unobservable inputs
Expected total revenue for
the target business over
the measurement period.
Future Company share
price, estimated using
mathematical modelling
technique (starting share
price at $0.335 on 31
March 2023).
Inter-relationship
between significant
unobservable inputs and
fair value measurement
The estimated fair value
would increase / (decrease)
if:
- the expected total
revenue was higher /
(lower); or
- the quoted Company
equity security price was
higher / (lower).
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
34
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
16 Financial instruments classification and risk management (continued)
Risk management framework
Market risk
Interest rate risk
Change in
profit/(loss)
Change in
equity
Change in
profit/(loss)
Change in
equity
$$$$
Variable interest rates +1%(11,647) (11,647) (16,926) (16,926)
Variable interest rates -1%11,647 11,647 16,735 16,735
Foreign exchange risk
Credit risk
The Group's exposure to the risk of changes in interest rates primarily affects borrowings. The Group
had floating interest rates throughout the year.
The following table illustrates the sensitivity of profit/ (loss) and equity to a reasonably possible
change in interest rates of +/- 1% (2023: +/- 1%). These changes are considered to be reasonably
possible based on observation of current market conditions. The calculations are based on a change
in the average market interest rate for each period, and the financial instruments held at each
reporting date that are sensitive to changes in interest rates. All other variables are held constant.
20242023
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from trade receivables.
The Group is not subject to material foreign exchange risk.
In respect of trade receivables, the Group is not exposed to any significant credit risk. There is no
history of customer default and management consider the credit quality of trade receivables to be
good. The Group trades with recognised, creditworthy third parties or requires payment in advance.
The profile of future customers is expected to be similar to that of past customers. On this basis, the
Group does not feel it necessary to have a written credit policy in place, however management
continue to monitor this risk.
The Company’s board of directors has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The board of directors has established the Audit and Risk
Committee, which is responsible for developing and monitoring the Group’s risk management policies.
A risk register is maintained, and the Committee reports regularly to the board of directors on its
activities. The Group’s risk management policies are established to identify and analyse the risks
faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to
limits.
Market risk is the risk that changes in market prices – e.g. foreign exchange rates, interest rates and
equity prices – will affect the Group’s income or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return.
Credit risk relating to bank balances is managed by banking with major financial institutions with high
quality external credit ratings.
35
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
16 Financial instruments classification and risk management (continued)
Liquidity risk
1 Year or
less 1-5 Years
More than
5 years
Total
contractual
cash flows
Year ended 31 March 2024$$$$
Cash and cash equivalents188,177 - - 188,177
Trade and other receivables646,958 - - 646,958
Restricted cash26,853 - - 26,853
861,988 - - 861,988
Year ended 31 March 2023
Cash and cash equivalents6,148,125 - - 6,148,125
Trade and other receivables1,153,331 - - 1,153,331
Restricted cash- - 98,432 98,432
7,301,456 - 98,432 7,399,888
1 Year or
less 1-5 Years
More than
5 years
Total
contractual
cash flows
Carrying
amount of
liabilities
Year ended 31 March 2024$$$$$
1,365,898 - - 1,365,898 1,365,898
166,100 1,519,029 - 1,685,129 1,441,129
4,076 - - 4,076 4,076
78,994 - - 78,994 78,994
1,615,068 1,519,029 - 3,134,097 2,890,097
Year ended 31 March 2023
2,060,247 64,067 - 2,124,314 2,124,314
670,580 1,185,540 161,345 2,017,465 1,794,465
2,513 - - 2,513 2,513
551,598 321,700 - 873,298 873,298
588,476 104,338 - 692,814 692,814
3,873,414 1,675,645 161,345 5,710,404 5,487,404
* the method of potential settlement of the shortfall payment may be in shares and/or cash (Note 19).
Rfider acquisition shortfall
protection*
Trade and other payables
Interest bearing loans and
borrowings
Related party payables
Lease liabilities
Interest bearing loans and
borrowings
Lease liabilities
Liquidity profile of financial assets
The Group manages liquidity risk by maintaining adequate cash reserves and banking facilities.
Forecast and actual cash flows are continuously monitored with the maturity profiles of the majority of
financial assets and liabilities matched.
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset.
Trade and other payables
Related party payables
Financial liabilities based on contractual cashflows due within
36
17
Key management personnel
Other related parties
Transactions involving related entities
Commonwealth Bank of
Australia
Parent of ASB Bank Limited Cash at bank, restricted cash
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Related party
Nature of relationshipTypes of transactions
The entities, the nature of the relationship and the types of transactions which the Group entered
into during the period are detailed below:
ASB Bank Limited is a shareholder of the Group. The ASB Bank is 100% owned by the
Commonwealth Bank of Australia (CBA).The Group has bank balances with the ASB Bank and CBA
(see Note 8.1) as well as some interest bearing loan facilities as stated in Note 15.
Remuneration for the directors during the year amounted to $217,668 (2023: $272,295), of which
$201,375 (2023: $254,533) was for directors fees and $16,293 (2023: $17,762) was for share-
based payment expense.
The Group has related party relationships with its directors and other key management personnel as
listed below. Remuneration of key management personnel during the year amounted to $1,247,769
(2023: $1,452,462), of which $923,774 (2023: $1,386,918) was for short-term employee benefits
and $323,996 (2023: $65,544) was for share-based payment expense.
Supplier of Services
Supplier of Services
Employment agreement, ESOP
Employment agreement, ESOP
Related entity
ASB Bank LimitedShareholderFunds advanced, balances payable,
cash at bank, shares issued
Albertus Johannes Smith
OntrackNZ 2020 Limited
Kerry Friend
Executive director,
shareholder
Executive director,
beneficial shareholder
Independent Verification
Services Limited
Common ownership
Common ownership
37
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
17
31 March 2024
Purchases/
Salaries
Balances
payable
Interest
bearing
loans
Cash at
bank
Restricted
cash
$$$$
- - 1,038,303 82,280 -
- - - 95,889 26,853
6,420 184 - -
-
44,573 3,892 - - -
1,247,769 - - - -
1,298,762 4,076 1,038,303 178,169 26,853
31 March 2023
Purchases/
Salaries
Balances
payable
Interest
bearing
loans
Cash at
bank
Restricted
cash
$$$$
- - 1,362,805 5,927,006 -
- - - 173,261 98,432
28,090 1,909 - -
-
10,754 604 - - -
1,144,617 - - - -
1,183,461 2,513 1,362,805 6,100,267 98,432
Independent Verification
Services Limited
Related party entity:
ASB Bank Limited
Related party (continued)
OntrackNZ 2020 Limited
Key management personnel
Independent Verification
Services Limited
ASB Bank Limited
Related party entity:
Commonwealth Bank of
Australia
Commonwealth Bank of
Australia
The following transactions and outstanding balances between related parties occurred during the
year:
F40 Developments Limited
Key management personnel
38
18 Interest in subsidiaries
Set out below is a list of material subsidiaries of the Group:
Country of
incorporation20242023
Trade Window LimitedNew Zealand New Zealand100%100%
Trade Window Pty LimitedAustraliaAustralia100%100%
Trade Window Pte LimitedSingaporeSingapore100%100%
TradeWindow Services Limited
New Zealand New Zealand100%100%
Trade Window Origin LimitedNew Zealand New Zealand100%100%
Trade Window Nominees Limited* New Zealand New Zealandn/a100%
Trade Window Incorporated PhilippinesPhilippines100%100%
19Business acquisitions
Year ended 31 March 2023
Rfider
Consideration transferred
With effect from 1 July 2022, the Group acquired the assets of Auckland based software as a service
company Rfider Limited, for a notional maximum purchase price of NZ$10 million. NZ$2.5 million was
paid in cash on settlement on 29 July 2022. NZ$7.5 million consideration was deferred to be settled in
shares in two tranches of up to NZ$3.75 million each, subject to achievement of revenue targets within
12 and 24 months from settlement, respectively. The Rfider product was subsequently rebranded as
"TradeWindow Assure+". The acquisition of Rfider provided the Group with a supply chain
transparency solution.
The consideration transferred in the acquisition is generally measured at fair value, as are the
identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on
a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as
incurred, except if related to the issue of debt or equity securities. Any 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.
All subsidiaries except for Trade Window Incorporated have a 31 March balance date. Trade Window
Incorporated has a balance date of 31 December.
Principal place
of business
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
*In October 2023, the Group de-registered the wholly owned subsidiary Trade Window Nominees
Limited from the New Zealand Companies Register.
39
19Business acquisitions (continued)
The details of the business combination are as follows:2023
$
Fair value of consideration transferred
Amount subject to earn-out based on revenue targets (current)2,347,000
Amount subject to earn-out based on revenue targets (non-current)2,307,000
Amount settled via cash2,500,000
Total fair value of consideration transferred7,154,000
Recognised identifiable net assets
Software2,980,000
Deferred tax liability(666,000)
Plant and equipment4,800
Goodwill4,835,200
Total identifiable net assets7,154,000
Measurement of fair values - The valuation techniques used for measuring the fair value of material
assets acquired in all business acquisitions during the year were as follows:
Property, Plant and Equipment - as the value of the tangible assets purchased are immaterial, these
have been recognised at the vendor's book value.
Software - where there is no comparable product which TradeWindow could purchase off the shelf to
continue serving its customers, software has been measured based on the estimated development
cost to replicate the acquired software.
These valuations are key accounting estimates.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
As part of the recognised identifiable net assets, there is a portion of goodwill which has been
recognised. This is composed of intangible benefits such as sales and product synergies.
Annualised revenue for the 12 months ended 31 March 2023 was expected to be approximately
$155,000. The business did not have a requirement to prepare NZ IFRS financial statements prior to
acquisition.
The strategic rationale for acquiring the business is to integrate into TradeWindow’s suite of solutions
and therefore a separate profit and loss is not maintained and impractical to disaggregate.
The actual value of the two deferred payment tranches will be determined based on the proportion of
revenue targets achieved for each period, with settlement in TradeWindow Holdings Limited shares.
Further, there is a shortfall protection mechanism which partially compensates the vendors should
TradeWindow Holdings Limited’s share price be less than a specified level at the time of payment of
each of the deferred tranches. Settlement of this component maybe in shares and/or cash.
The Group has included $4.7 million as contingent consideration, which represents its fair value at the
date of acquisition (current $2.4 million, non-current $2.3 million). This has been recognised as a
contingent liability. At 31 March 2024, the contingent consideration had decreased by a further $1.2
million (2023: 3.4 million) due to remeasurement. The fair value of contingent consideration at balance
date is $Nil (2023: $1.2 million) - refer Note 14.
40
20 Share capital
2024202320242023
Number of
shares
Number of
shares
$$
Shares
113,026,232 86,373,316 46,180,576 31,333,484
2,057,614 26,425,599 500,000 14,689,831
1,079,693 - 291,506 -
1,032,336 227,317 318,591 157,261
Balance at 31 March 117,195,875 113,026,232 47,290,673 46,180,576
Share capital policy
Capital management
Shares issued as payment of vendor
services
During July 2022 Trade Window Holdings Limited raised $10,000,000 before capital raise expenses,
by way of a private placement (issuing 12,857,142 shares) and a Share Purchase Plan (issuing
1,428,434 shares). A further $5,463,010 before capital raise expenses was raised in Quarter 4 of the
2023 financial year, resulting in the issuance of 12,140,023 shares.
At 31 March 2024, share capital comprised 117,195,875 shares. All issued shares rank equally, are
fully paid and have no par value.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity, net of any tax effects.
For the purpose of the Group’s capital management, capital includes issued capital, convertible notes
and all other equity reserves attributable to the equity holders of the parent. The primary objective of
the Group’s capital management is to maximise the shareholder value. The Group manages its
capital structure and makes adjustments in light of changes in economic conditions and the
requirements of the financial covenants. There are no externally imposed capital requirements.
Shares issued in respect of
employee share options exercised
During November 2023, Trade Window Holdings Limited raised $500,000 by way of a private
placement (shares issued 2,057,614). During the year vendors accepted payment in shares of
$291,506 (shares issued 1,079,693).
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Issue of ordinary shares
Balance 1 April
41
21 Share based payment arrangements
2019/20 Share Option scheme
Number of options
Weighted
average
exercise price
Year ended 31 March 2024
85,511 0.00092
- - -
(12,294)0.00092
(58,727)0.00092
14,490 0.00092
Comprised of:
Vested (and not exercised)14,490
Granted but not vested-
14,490
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
The Group established a share option programme that entitled senior management to purchase
shares in the Company on 31 October 2019, which was revised on 25 March 2020 and 19 November
2021. Under this programme, holders of vested options are entitled to purchase shares at the exercise
price specified at grant date. All options are to be settled by the physical delivery of shares.
The number and weighted average exercise prices of share options under the employee share option
programmes were as follows:
As at 31 March 2024 the Group had the following share-based payments arrangements.
Under this plan, grantees have been granted options to purchase ordinary shares at an exercise price
based on the fair value of Trade Window Holdings Limited's shares on the date of the grant as
approved by the directors. Once granted, options vest over a period of time which is stated in the
options offer letter to the grantee. The grantee may exercise an option that has vested at any time
during the period commencing on the date on which the option vested and ending on the expiry date.
Under the terms of the scheme unvested options lapse immediately on termination of service. For a
good leaver, as defined, vested options must be exercised within three months following termination of
services, and any options exercised and converted to shares may be retained. For a bad leaver, as
defined, vested options are cancelled on the leaving date.
No options were approved to be issued under the existing scheme since prior to listing on 19
November 2021.
Outstanding at the beginning of the period
Outstanding at the end of the Period
Granted during period
Revoked during period
Exercised at end of 31 March 2024
42
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
21
Number of options
Weighted
average
exercise price
Year ended 31 March 2023
317,311 0.00100
- - -
(4,483)0.00092
(227,317)0.00092
85,511 0.00092
Comprised of:
Vested (and not exercised)62,695
Granted but not vested22,816
85,511
2022 Share Option schemes
Employees LTI Option Plan
Grant Date Number of
instruments
Exercise
Price
Vesting Date Contractual
life of options
July 2022 1,169,670 Nil 1 July 20255 years
July 2022 54,054 Nil 1 July 20255 years
Outstanding at the end of the period
The key terms and conditions of the share options granted under this programme are as follows, all
options are to be settled by the physical delivery of shares:
During the prior year, the Group introduced a share option programme to replace the 2019/20 scheme.
The establishment of the 2022 Share Option Plan is designed to provide long-term incentives for
senior managers (including executive directors) to deliver long-term shareholder value, as well as
retain and motivate participants. Under this programme, participants were issued options at the
equivalent price of $0.74. This price was determined with reference to TWL’s closing share price on 29
July 2022. Under the terms of the scheme, unvested options lapse on the date employment ceases.
Vesting conditions
Subject to hurdle rate of
17.5% per annum growth
in the share price, based
on the issue price.
Must be employed by the
company on vesting date
Granted during period
Revoked during period
Exercised at end of 31 March 2023
Outstanding at the beginning of the period
Share based payment arrangements (continued)
43
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
21
Grant Date Number of
instruments
Exercise
Price
Vesting Date Contractual
life of options
Sep 2022 300,000 $0.70 Progressively
over two years
from grant date.
3 years
Grant
Period
Number of
instruments
Exercise
Price
Vesting Date Contractual
life of options
April 2023
– March
2024
1,592,695 $0.00 Immediately5 years
The key terms and conditions of the share options granted under this programme are as follows, all
options are to be settled by the physical delivery of shares:
Vesting conditions
Share based payment arrangements (continued)
None
None
2023/24 Salary Sacrifice Option Plan
Also during the prior year the Group introduced a share option programme for Non-Executive
Directors.
Non-Executive Directors Option Plan
Under this programme, holders of vested options are entitled to purchase shares at an exercise price
equal to the VWAP of TradeWindow shares over the 20 Business Day period prior to the date of
issuance of the Options, subject to a floor price of $0.70 per share.
During the period the Group introduced a share option programme for senior management where
participants make a salary sacrifice in exchange for employee share options in the Company. The
programme was intended to run for up to 12 months and was in effect for the full financial year. Under
this programme, the number of options to be granted to a participant is determined each payday by
dividing 150% of the salary sacrifice amount by the mid-point share price on the salary payment date.
Granted options vest immediately and the participant has five years from issue date to exercise the
options. Holders of vested options are entitled to purchase shares at $Nil exercise price.
The key terms and conditions of the share options granted under this programme are as follows, all
options are to be settled by the physical delivery of shares:
Vesting conditions
44
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
21
Number of options
Weighted
average
exercise price
Year ended 31 March 2024
1,448,649 0.14496
1,646,719 - -
(288,964)0.08075
(973,609) -
1,832,795 0.10185
Comprised of:
Vested (and not exercised)873,110
Granted but not vested959,685
1,832,795
Number of options
Weighted
average
exercise price
1,523,724 0.13782
(75,075) -
Vested & exercised at end of 31 March 2024- -
Outstanding at the end of the Period1,448,649 0.14496
All shares are non-vested as at 31 March 2023.
Expense recognised in profit or loss
The grant-date fair value of equity-settled share-based payment arrangements granted to employees
is generally recognised as an expense, with a corresponding increase in equity, over the vesting
period of the awards. The amount recognised as an expense is adjusted to reflect the number of
awards for which the related service and non-market performance conditions are expected to be met,
such that the amount ultimately recognised is based on the number of awards that meet the related
service and non-market performance conditions at the vesting date. For share-based payment awards
with non-vesting conditions, the grant-date fair value of the share-based payment is measured to
reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Granted during period
Year ended 31 March 2023
Share-based payments policy
Revoked during period
The total expense recognised in the statement of comprehensive income during the year was
$523,638 (2023: $257,239).
The number and weighted average exercise prices of share options under the employee share option
programmes were as follows:
Outstanding at the end of the Period
Outstanding at the beginning of the period
Granted during period
Revoked during period
Exercised at end of 31 March 2024
Share based payment arrangements (continued)
45
22
23
24
25
The amounts reported with respect to segment total assets and liabilities are measured in a manner
consistent with the consolidated statement of financial position. Reportable segment assets and
liabilities are equal to total assets and liabilities hence no reconciliation is required. The majority of the
Group's operations are within New Zealand and there are no other material geographic segments.
The reportable operating segment derives its revenues from the provision of software solutions to its
customers. There are no major customers that make up to 10% of revenues. The CODM assesses
the performance of the operating segment from revenue to net income. The total revenue, direct
costs, operating expenses, interest and foreign exchange gains and losses, tax and net income are
reviewed.
Segment reporting
Subsequent events
Contingencies
On 22 April 2024, the Group completed and announced the successful completion of its $2.2 million
capital raise. Apart from the above matter, no other matter or circumstance has arisen since 31 March
2024 that has significantly affected, or may significantly affect the Group's operations, the results of
those operations, or the Group's state of affairs in future financial years.
An operating segment is reported in a manner consistent with the internal reporting provided to the
chief operating decision maker ("CODM") on a monthly basis. The CODM, who is responsible for
allocating resources and assessing performance of the operating segment(s) is part of the senior
leadership team and is involved in strategic decision making of the Group. Management has
determined there is one operating segment based on the reports reviewed by the CODM.
The reason for looking at the business as one segment is because of the inter-related nature of the
services and their dependence on the TradeWindow software which cannot be separated between
different products and services. The performance of the operating segment is reviewed by the CODM
and action plans are agreed with the management where necessary to improve performance of the
business.
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Capital commitments
There are no other contingencies.
There are no capital commitments at year end (2023: $Nil).
The Group has a contingent liability in 2024 of $1,035,902 relating to R&D tax losses cashed out
(2023: $1,035,902). If the Group becomes profitable in the future, there is a change in the
shareholders greater than 90%, or a liquidation event occurs, it would become payable.
The Group has revalued contingent consideration related to the Rfider acquisition (July 2022) to $Nil
(refer Note 14) as revenue performance is materially below target thresholds. Lorzone Limited
(formerly Rfider Limited) has disputed this position. Based on legal advice the Group maintains its
position that no contingent consideration shall be paid.
46
26 Earnings per share
20242023
Profit (loss) attributable to ordinary shareholders ($)(8,011,048)(9,780,088)
Weighted average number of shares
Basic (ordinary shares)114,428,949 99,239,134
Diluted (ordinary shares plus convertible notes)114,428,949 99,239,134
Basic EPS ($)(0.07)(0.10)
Diluted EPS ($)(0.07)(0.10)
As at 31 March 2024 share options that could potentially dilute basic earnings per share in the
future, but were not included in the calculation of diluted earnings per share because they are
antidilutive for the periods presented total 1,847,285 (2023: 1,534,160)
Subsequent to balance date the Group completed an equity capital raise for a total of $2.2 million.
Total ordinary shares to be issued under this raise total 12,690,858.
The earnings per share for the year ended 31 March was as follows:
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
Basic earnings/(deficit) per share is calculated by dividing the net profit/(loss) for the year attributable
to the parent by the weighted average number of ordinary shares outstanding during the year. The
weighted average number of ordinary shares outstanding during the year is the number of ordinary
shares outstanding at the beginning of the year adjusted by the number of ordinary shares bought
back or issued during the year multiplied by a time-weighting factor. Diluted earnings per share
additionally considers the weighted average number of ordinary shares that would be issued on
conversion of all the dilutive potential ordinary shares into ordinary shares.
The reconciliation of the weighted average number of shares for the purpose of diluted earnings per
share to the weighted average number of ordinary shares used in the calculation of basic earnings
per share is below.
47
27Cash flow reconciliation20242023
$$
Net loss after tax(8,013,615)(9,792,829)
Classification Differences
- Net finance expense86,520 105,923
- Gain on disposal(40,573)(10,643)
Statement of financial position movements
- Trade and other receivables (excluding related party)933,231 113,603
- Contract assets62,220 (14,649)
- Trade and other payables(861,003)522,234
- Contract liabilities87,143 93,730
- Income tax payable46,244 (45,008)
- Other movements42,096 (59,404)
Other non-cash items
- Depreciation, amortisation and impairment2,512,165 2,411,844
- Employee share scheme607,650 257,239
- Revaluation of contingent consideration(1,216,000)(3,438,000)
- Tax asset recognised- (976,800)
Net cash from operating activities(5,753,922)(10,832,760)
28Reconciliation of liabilities arising from financing activities
Lease
liabilities Long-term Short-termTotal
$$$$
1 April 2023873,298 1,264,885 529,580 2,667,763
Cashflows:
- Repayment(273,271) - (357,741) (631,012)
- Interest(25,991) - (125,707) (151,698)
Non-cash:
- Reclassification- 113,739 (113,739) -
- Disposals
(303,562) - -
(303,562)
- Repayment settled in shares
(207,505) - -
(207,505)
- Effects of movements in exchange rates
(9,966) - -
(9,966)
- Interest25,991 4,405 125,707
156,103
Balance at 31 March 202478,994 1,383,029 58,100 1,520,123
Year ended 31 March 2023
Opening balance1,382,044 1,764,473 486,248 3,632,765
Cashflows:
- Repayment(509,771) - (468,256) (978,027)
- Interest(59,094) - (140,970) (200,064)
Non-cash:
- Reclassification- (511,588) 511,588 -
- Effects of movements in exchange rates1,025 - - 1,025
- Interest59,094 12,000 140,970 212,064
Balance at 31 March 2023873,298 1,264,885 529,580 2,667,763
Trade Window Holdings Limited
Notes to the consolidated financial statements
For the year ended 31 March 2024
The changes in liabilities arising from financing activities can be classified as follows:
48
Interest register
Albertus J Smith
Trade Window Origin LimitedDirector
TradeWindow Services LimitedDirector
Trade Window LimitedDirector
Trade Window Pty LimitedDirector
Trade Window Pte LimitedDirector
Trade Window Incorporated Director
SmithCo Ventures Limited (appointed 29 June 2023)Director/Shareholder
R-Age Limited (appointed 7 August 2023)Director/Shareholder
Kerry M Friend
Tomadachi No.2 TrustTrustee and Shareholder in TWHL
Trade Window LimitedDirector
TradeWindow Services LimitedDirector
Northpower LimitedDirector
Northpower Fibre LimitedDirector
Alasdair J MacLeod
Trade Window LimitedChair
Silverstripe LimitedChair
Kotahi Engineering Studio (appointed 16 May 2024)Chair
Hold Fast Investments LimitedChair
Silverstripe Trustees LimitedDirector
Big Brothers Big Sisters Hawke's Bay Chair
IHC- Board Appointments Committee Independent Director
Hawkes Bay Regional Economic Development Agency Chair
Phillip J Norman
Task Group Holdings Limited (ASX listed) Director/Shareholder
Task Retail Pty LimitedDirector
Just Life Group Limited (NZX listed) Director
Trade Window Limited Director
Plexure Limited Director
VMob IP Limited Director
VMob Singapore Pte Limited Director
Xero Limited (ASX listed) Shareholder
Loyalty New Zealand Limited Director
Nortek Management Services Limited Director/Shareholder
TruScreen Limited (NZX listed) Shareholder
MyWave Holdings Limited Shareholder
Touchpoint Group Limited Director/Options Holder
Atrax Group New Zealand Limited Advisory Board Member
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2024
In accordance with Section 140(2) of the Companies Act, the directors named below have made a
general disclosure of interest by a general notice disclosed to the Board and entered in the Company's
interests register. General notices given by directors which remain current as at 31 March 2024 are as
follows:
49
Trade Window Holdings Limited
General disclosures
For the year ended 31 March 2024
Interest register (continued)
Directors remuneration
Director and
consulting fees Salary ESOP
$$$
Albertus J Smith*- 261,060 214,561
Kerry M Friend*- 168,156 53,550
Alasdair J MacLeod94,500 - 6,971
Phillip J Norman67,500 - 6,971
Diana Puketapu
(Resigned 31 October
2023)
39,375 - 2,351
Employee remuneration
100,001 - 110,000
110,001 - 120,000
120,001 - 130,000
130,001 - 140,000
140,001 - 150,000
150,001 - 160,000
160,001 - 170,000
170,001 - 180,000
180,001 - 190,000
190,001 - 200,000
200,001 - 210,000
220,001 - 230,000
250,001 - 260,000
260,001 - 270,000
280,001 - 290,000
290,001 - 300,000
470,001 - 480,000
Donations
1
No directors fees were paid to directors of subsidiary entities.
As required by Section 211 of the Companies Act 1993 we disclose the following information:
1
2
6
2
3
2
1
2
1
1
During the year ended 31 March 2024, the Group made donations of $Nil (2023: $Nil).
41,726
Remuneration including share-based
remuneration ($)
1
1
5
3
Number of employees
(Total: 34)
1
1
*The Executive Director’s ESOP remuneration included 2023/24 Salary Sacrifice Options Plan
issuances as described in Note 21.
The persons who held office as directors of Trade Window Holdings Limited at any time during the year
ended 31 March 2024 and their remuneration, are as follows:
Trade Window Holdings Limited and our subsidiaries have employees in New Zealand, Australia and
Singapore. Our pay levels reflect the different market rates in each country and region. The overseas
remuneration amounts are converted into New Zealand dollars. Noted in the table below are
employees who received remuneration and other benefits that exceed NZ $100,000:
Total
$
475,621
221,706
101,471
74,471
50
Level | 1 York Street | Sydney | NSW | 2000
GPO Box 4137 | S ydney | NSW | 2001
t: +61 2 9256 6600 | f: +61 2 9256 6611
sydney@uhyhnsyd.com.au
www.uhyhnsydney.com.au
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
9
Independent Auditor’s Report
To the Shareholders of Trade Window Holdings Limited
Opinion
I have audited the consolidated financial statements of Trade W indow Holdings Limited ( “the
Company”) and its subsidiaries (“the Group” ), which comprise:
• the consolidated statement of financial position as at 31 March 2024;
• the consolidated statement of comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements including a summary of significant
accounting policies.
I am a partner with UH Y Haines Norton Chartered Accountants Syd ney (the Firm ) and I have used the
staff and resources of the Firm to perform the audit of the Group.
In my opinion, the accompanying consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Group as at 31 March 2024, and its consolidated
financial performance and its consolidated cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standa rds ( “N Z IFRS” ) issued by the New
Zealand Accounting Standards Board.
Basis for Opinion
I conducted my audit in accordance with International Standards on Auditing (New Zealand) ( “ISAs
(N Z)” ) issued by the New Zealand Auditing and Assurance Standar ds Board. My responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of my report.
I am independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including Internati onal Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Boa rd and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (IESBA Code ), and I have fulfilled my other ethical
responsibilities in accordance with these requirements and the IESBA Code.
I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my
opinion.
Other than in my capacity as auditor, neither myself, the firm or the firm’s staff have no relationship
with, or interests in, the Group.
Material uncertainty related to going concern
We draw attention to Note 1 in the consolidated financial statements, which indicates that the
Group incurred a loss of $8 million and operating cash outflows of $5.8 million for the year ended 31
March 2024. These events or conditions, along with other matter s as set forth in Note 1, indicate
that a material uncertainty exists that may cast significant doubt on the Group’s ability to continue
as a going concern. Our opinion is not modified in respect of this matter.
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
Key Audit Matters
Key audit matters are those matters that, in my professional ju dgement, were of most significance in
my audit of the consolidated financial statements of the curren t year. Except for the matter described
in the material uncertainty related to going concern, I summari se below those matters and my key
audit procedures to address those matters in order that the shareholders as a body may better
understand the process by which I arrived at my audit opinion. The procedures were undertaken in
the context of and solely for the purpose of my statutory audit opinion on the consolidated financial
statements as a whole and I do not provide a separate opinion on these matters.
Why the audit matter is significant How myaudit addressed the key audit matter
Revenue recognition
The Group has recognised revenue of
$6.18m (FY 2023: $4.92m ) (Note 3.1 ).
The Group has several revenue streams,
and the revenue recognition policy for
each stream is different. We focused on
this area because the recognition of
revenue in accordance with NZ IFR S 15
involves judgement and the outcome
has a significant impact on profit or loss
and the financial position of the Group.
Also, there is a risk of overstatement of
revenues through premature revenue
recognition or recording fictitious
revenues to meet budgets and/or
market guidance.
To address the risk associated with revenue
recognition, the following audit procedures were
carried out:
• Evaluated the design of management's internal
controls related to revenue recognition.
• Reviewed revenue recognition policies for
appropriateness and compliance with the
requirements of the relevant accounting
standard NZ IFR S 15;
• Selected a sample of transactions and agreed
them to supporting documentation such as
customer contract, sale invoice, cash receipt
and assessed whether all criteria related to
revenue recognition has been met before
being recognised as revenue;
• Reviewed credit notes posted after year end to
ascertain correct revenue recognition during
the year;
• Performed revenue cut off procedures by
selecting revenue samples before and after
year end and testing that revenue is recorded
in the correct period;
• Tested a sample of deferred revenue balances
and agreed it to the supporting documents;
• Reviewed manual revenue journals as part of
the journal entry testing process with the
criteria specifically targeting unusual entries to
revenue accounts; and
• Assessed the reasonability and completeness
of the revenue related disclosures to test
compliance with the requirements of the
accounting standards.
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
Why the audit matter is significant How myaudit addressed the key audit matter
Intangible assets & Goodwill
The Group has significant intangible
assets relating to the acquisitions made
in previous periods.
The Group has significant intangible
assets with finite useful lives including
software and customer relationships
totalling $3.75m (note 12 ) as at 31
Match 2024 that are amortised over
their useful life.
In addition there is a significant goodwill
balance recorded of $7.62 million (note
12) as at 31 March 2024.
We consider this area to be significant as
balances are material to the financial
report and the significant estimates and
judgements applied in testing these
balances for impairment.
To address the risk associated with intangible balance,
the following audit procedures were carried out:
• Assessed reasonability of the useful life used
for the purpose of calculating amortisation on
software and customer relationship i.e. finite
life intangible assets;
• Analysed the Group’s impairment assessment
for the correct methodology with particular
emphasis on the key assumptions being
discount rate, growth rate and forecast cash
flows;
• Performed an independent recalculation of the
Group’s recoverable amount and compared it
to management’s assessment and the relevant
carrying amount;
• Performed stress testing of the key
assumptions; and
• Assessed the reasonability and completeness
of the related disclosures to test compliance
with the requirements of the accounting
standards.
Information Other than the Consolidated Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The ot her information comprises the annual
report. The annual report is expected to be made available to me after the date of this auditor’s report.
My opinion on the consolidated financial statements does not cover the other information and I do
not and will not express any form of audit opinion or assurance conclusion thereon.
In connection with my audit of the consolidated financial statements, my responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the consolidated financial statements or my
knowledge obtained in the audit, or otherwise appears to be mat erially misstated.
When I read the annual report, if I conclude that there is a ma terial misstatement therein, I am
required to report that fact.
An association of independent Ƃ rms in Australia and New Zealand and a member
of UHY International, a network of independent accounting and consulting Ƃ rms.
UHY Haines Norton—ABN 85 140 758 156 NSWBN 98 133 826
Liability limited by a scheme approved under Professional Standards Legislation.
Passion beyond numbers
Directors’ Responsibilities for the Consolidated Financial Stat ements
The Directors are responsible on behalf of the Group for the pr eparation and fair presentation of the
consolidated financial statements in accordance with N Z IFR S, and for such internal control as the
Directors determine is necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or er ror.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do
so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
My objective is to obtain reasonable assurance about whether th e consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes my opinion. Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with ISAs (N Z) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated fin ancial statements.
A further description of the auditor’s responsibilities for the audit of the consolidated financial
statements is located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/.
This description forms part of my auditor’s report.
Restriction on use of my report
This report is made solely to the Group’s shareholders, as a bo dy. My audit work has been undertaken
so that I might state to the Group’s shareholders, as a body th ose matters which I am required to state
to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, I do
not accept or assume responsibility to anyone other than the Gr oup and the Group’s shareholders, as
a body, for my audit work, for this report or for the opinion I have formed.
Vikas Gupta
Audit Partner - UHY Haines Norton Chartered Accountants Sydney
Signed at Sydney, Australia on 30 May 2024
---
Trade Window Limited
Level 4, Partners Life Building, 33 – 45 Hurstmere Road, Takapuna, Auckland 0622
info@tradewindow.io
www.tradewindow.io
Results announcement
30 May 2024
Results for announcement to the market
Name of issuer Trade Window Holdings Limited (“TWL”)
Reporting Period 12 months to 31 March 2024
Previous Reporting Period 12 months to 31 March 2023
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$6,179 Up 26%
Total Revenue $6,753 Down 30%
Net profit/(loss) from
continuing operations
($8,014) Decrease of 18%
Total net profit/(loss) ($8,014) Decrease of 18%
Interim/Final Dividend
Amount per Quoted Equity
Security
Trade Window is currently investing for future growth and during
this phase does not propose to pay dividends.
Not applicable Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
-$0.02 $0.02
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
Authority for this announcement
Name of person
authorised
to make this announcement
Deidre Campbell
Contact person for this
announcement
Deidre Campbell, CFO
Contact phone number 021 272 4008
Contact email address deidre@tradewindow.io
Date of release through MAP
30 May 2024
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.