Correction to FY24 Financial Results Announcement
ANNUAL
REPORT
2024
Transforming
Global Customer
Communications
Annual
Shareholders
Meeting
The Annual Meeting of shareholders will be held
at 10:30 am on Thursday, 24th October 2024, as
an in-person meeting in the Jupiter Meeting Room
Solution Dynamics Limited, 18 Canaveral Drive,
Albany, Auckland, and as an online meeting with
details to be provided when the Company provides
the Notice of Meeting to shareholders.
2024 Financial
key points
• Second highest ever net profit after tax,
down 17.7% to $2.82 million
• Earnings per share of 19.2 cents
(prior year 23.3 cents)
• Dividends per share of 9.5 cents
(prior year 11.5 cents)
• Revenue down 4.6% to $38.7 million
• EBITDA down 15.4% to $4.8 million
• Net cash (including short-term cash deposits)
on hand $7.95 million (54 cents per share),
up $1.3 million
Table of Contents
Directors’ and Management Commentary
FY2024 Result Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2
FY2024 Business Performance .........................................3
Business Description .................................................4
Description and Review of Revenue Streams .............................5
Financial Performance ................................................7
Balance Sheet, Liquidity and Debt .......................................8
Taxation and Dividends ...............................................9
Risk Factors .........................................................9
FY2025 Outlook .....................................................10
Key Financial Trend Metrics
............................................11
Independent Auditor’s Report ....................................12
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income ......................16
Consolidated Statement of Changes in Equity ...........................17
Consolidated Statement of Financial Position ...........................18
Consolidated Statement of Cash Flows .................................19
Notes to the Consolidated Financial Statements .........................20
Statutory Information
(I) Employee Remuneration ..........................................44
(II) Shareholders and Substantial Security Holders .......................45
Statement of Corporate Governance
Principle 1 – Code of Ethical Behaviour .................................48
Principle 2 – Board Composition & Performance .........................49
Principle 3 – Committees ............................................51
Principle 4 – Reporting & Disclosure ...................................52
Principle 5 – Remuneration ...........................................53
Principle 6 – Risk Management .......................................54
Principle 7 – Auditors ................................................55
Principle 8 – Shareholder Rights & Relations ............................56
Company Directory ..................................................57
Three factors account for the majority of the decline in earnings:
• costs related to several areas of staff restructuring;
• one-off higher customer non-recoverable costs; and
• timing of a sizeable order around year end that moved into
FY2025 (this is an annual order that was included in the FY2023
result).
The Company’s revenue declined slightly to $38.7 million (down 4.6%
from $40.6 million). SDL’s New Zealand operations made significant
progress, gaining share in a declining local print and mail market and
continuing to pick up new work from local councils.
International operations generated only modest new business,
with SDL placing significant focus on key existing client retention.
Ongoing weakness in the US mortgage market driven by high
interest rates continued to negatively impact results, along with the
timing of a large order, and somewhat lower customer volumes from
the weakening global economy, resulted in a 12.0% reduction in
SDL’s Software & Technology revenue to $25.1 million.
Earnings before interest, tax, depreciation and amortisation
(“EBITDA”) dropped 15.4% to $4.84 million (FY2023 $5.71 million).
Gross Profit declined 8.1%, with the benefit of higher pricing at the
start of FY2024 more than offsetting the effects of lower revenue
and higher non-recoverable costs to ensure customer satisfaction
and deliver new value. Selling, General and Administration expenses
were effectively controlled, declining 4.1% due to SDL’s improved
operational efficiency. This cost saving is despite one-off costs
relating to staff changes and the impact of inflation-driven wage
increases.
Directors’ and Management
Commentary
FY2024 Result Overview
Solution Dynamics Limited (“SDL” or “Company”)
recorded a net profit after tax of $2.82 million for
FY2024, a 17.7% decline on the profit of $3.42 million the
prior financial year, but still the second highest net profit
the Company has ever produced. FY2024 earnings per
share was 19.2 cents, down 17.6% from 23.3 cents the
prior year.
16.6m
APAC
REVENUE
CASH &
SHORT-TERM
DEPOSITS
$ 7.9 5m
AT 30 JUNE
2024
FINAL
DIVIDEND
2.5c
PER SHARE
2 Directors’ and Management Commentary
Major Customer Request for Proposal (“RFP”)
In mid-2023, SDL’s largest customer announced it would issue an RFP
that covered the communications services currently provided by SDL. The
RFP is part of the customer’s regular review and tendering of its major
contracts.
The RFP process covers a SaaS software platform to create highly
personalized sponsor communications at scale, technically complex
data management, digital document management, and global distributed
print requirements. Responding to the formal RFP and subsequent data
requests involved significant staff time and effort over FY2024. SDL is
pleased with our progress to date, having driven substantial and ongoing
cost savings for the client, through a global distributed print model.
These improvements impacted our FY2024 results, from higher support
costs and somewhat lower revenue as we passed postage savings on
to the client. We continue to be awarded new work by the client on key
programs.
Nevertheless, uncertainty will remain until the customer concludes
its process; SDL reiterates this customer provides a very material
contribution to the Company’s financial outcomes.
FY2024 Business Performance
The New Zealand operations’ refreshed focus on new business activity
following staff changes and restructuring the sales team in late FY2022,
delivered market share gains in FY2023 which continued over FY2024.
Overall volumes of physical mail in New Zealand continue to decline.
NZ Post’s interim result in early 2024 noted a 16% mail volume deduction,
making SDL’s 3% decline in mail lodgements a solid result. New Zealand
revenues also benefited from growth in digital volumes, which is a key
area of focus.
Cash flow from operations was $3.35 million (FY2023
$4.84 million) and the net cash and short-term deposit
position at year end was $7.95 million (FY2023 $6.63
million) which equates to 54 cents per share.
The directors have declared a final dividend of 2.5
cents per share (FY2023 1.5 cents), bringing total cash
dividends for FY2024 of 9.5 cents per share (FY2023
11.5 cents). All dividends are fully imputed. SDL
continues to receive a co-funding International Growth
Fund development grant from NZ Trade & Enterprise
(“NZTE”) up to a maximum amount of $0.6 million over
the grant period. One of NZTE’s conditions is that SDL’s
dividend payout ratio is capped at 50% for the duration
of the grant and the final dividend of 2.5 cents brings the
FY2024 payout ratio to 49.6%.
3 Solution Dynamics | 2024 Annual Report
International operations saw minimal new
business growth beyond a major business
process outsourcing vendor. A major UK customer
re-tendered its customer communications
requirements and SDL successfully retained the
business. Margins will be slightly lower, but the
scope of work and volumes will expand and should
more than offset this.
The Company again achieved broad-based price
increases in New Zealand during the year, although
at a much lower level than in FY2023. This price
increase mainly offset ongoing inflationary
pressures. Staff cost pressures have abated,
with the labour market noticeably softening as
macroeconomic conditions deteriorated.
Several areas of New Zealand operations saw
restructuring, aimed at improving efficiency and
effectiveness and to generate cost savings.
Onboarding new team members presents its own
set of challenges and requires time for them to
become fully integrated and effective. SDL’s primary
focus has been on ensuring the Company is well-
prepared for operational scaling and growth.
FY2024 saw an increase in marketing investments
and enhancing the SDL brand through a brand
refresh with support from NZTE.
Given difficult macroeconomic conditions, ongoing
erosion in New Zealand mail volumes, internal
efforts required to support the major customer
RFP, various cost restructuring activities, and sales
underperformance in international markets, the
Company considers the FY2024 result was a solid
outcome in a highly uncertain environment.
Business Description
SDL operates in the global Customer
Communications market, providing a
comprehensive suite of software technology,
professional services, and managed services
to facilitate the digital transformation of global
customer communications. SDL operates primarily
in New Zealand, North America and the UK,
increasingly supporting global organisations with
customer communications needs. The Company’s
products and services are represented by two
revenue streams:
• Services (split into Digital Printing & Document
Services, and Outsourced Services); and
• Software & Technology.
Services reflects the New Zealand business where
SDL owns and operates mail house activities. Within
Services, Digital Printing & Document Services
revenues are generated from digital printing and
mail house processing for two categories of mail
items: transactional mail, such as invoices and
statements; and direct marketing and promotional
mail. Outsourced Services such as envelope
printing and postage are typically bundled as part
of the total solution albeit generally at much lower
margins.
Software & Technology, reflecting the International
business principally in North America and the UK,
provides a comprehensive suite of global customer
communications cloud solutions. This cloud service
provides a complete global solution while the DMC
(Digital Mail Centre) leverages and extends the
capabilities of the SDL cloud to the desktop through
a simple yet powerful user experience. Primary
components of the SDL technology stack include:
• complex digital document management,
workflow and integration;
• complete digital and print multi-channel
distribution;
• global distributed print integration in over 50
countries;
• digital asset management;
• digital and print campaign optimisation and
management;
• document scanning, workflow and archiving;
• artificial intelligence applied to document
enhancement
• document composition and hyper-
personalisation;
• desktop digital mail centre User Interface (UI);
• data quality and enhancement; and,
• dashboards and analytics.
SDL has several different business models for
international clients. For some, the Company
provides only software and related consulting
services, but for others it also integrates with third
party printing and logistics providers, on which it
will typically earn a modest margin. For these latter
clients, the software charge and print/logistics
4 Directors’ and Management Commentary
margins are typically aggregated into an overall
charge to the customer. This means Software &
Technology revenues are a mix of pure software
and software consulting revenues for some clients,
while others also include third party printing and
logistics revenues that are generated from SDL’s
software. The third-party printing and logistics
revenues are the larger proportion of total Software
& Technology revenue.
The primary focus for most clients is digital
transformation of customer communications,
while improving the efficiency and effectiveness
of printed communications remains vital. The
majority of SDL’s revenue in FY2024 remains from
printed communications, a declining sector, and
our growth, sales focus and differentiation globally
are increasingly around our software and digital
communications transformation.
Total Software & Technology revenue (some of
which is revenue billed from New Zealand) as a
proportion of total revenue was around 65% in
FY2024 (FY2023 around 70%).
Description and Review
of Revenue Streams
Services
Services is the Company’s New Zealand operation
that provides mail house solutions to high-volume
postal mail users in the business-to-consumer
sector. Services operates leased, high-speed digital
colour and monochrome printers. In addition to
digital printing, Services also provides the ancillary
document handling operations such as automated
envelope inserting and flow-wrap.
Services now bases its sales approach around
digital transformation; some of the largest SDL
clients in New Zealand rely on SDL for digital
services from data quality and enhancement,
to digital channel distribution and closed loop
reporting.
Services revenue also includes Outsourced
Services, which encompasses a variety of
outsourced functions or components such as
postage, third party offset printing, freight, paper
and envelopes, and digital channel delivery. The
Company has an access agreement with NZ Post
and an alternative carrier which provides wholesale
rates and bulk mail discounts off retail rates. The
gross profit margins on many of these outsourced
components, especially postage, are low but an
important component of the total solution.
FY2024 saw SDL largely conclude the
implementation of several updated IT systems
to improve efficiency and productivity across
various parts of the business. These include an
end-to-end estimating, ordering, invoicing and
production management information system that
is approximately 90% operational and provides
improved flexibility and control of the Company’s
print operations. A more modern ERP/accounting
package is fully installed, and a new sales CRM
(customer relationship management) system now in
place. A data securities services firm was recently
contracted to provide software and services to
reduce risk of cyber-attacks.
In a declining overall mail market and despite
market share gains, SDL’s mail volumes fell by
around 3% on the prior year (FY2023 mail volumes
rose 2%). The Company increased market share
in New Zealand, including further wins amongst
Councils and several new commercial customers.
The headwinds to physical transactional mail are
exacerbating as rapidly increasing postage rates
accelerate customers’ switch to digital. From 1
July 2024, NZ Post increased its standard medium-
sized letter retail pricing by $0.30 to $2.30 a rise of
15.0%. This is on top of a rise of $0.30 the prior year,
meaning a standard letter price has increased $0.60
or 35.3% in two years. SDL holds a competitive cost
position in the domestic mail house market and has
recently implemented a further broad-based price
increase.
On the digital communications side, SDL’s New
Zealand volume of customer emails rose about
19% (on top of a 5% increase in FY2023) largely as
a result of the switch from physical to electronic
communications. Email volumes are now
approaching the level of physical mail volumes for
SDL, however, the revenue and gross margin for an
electronic communication is significantly lower than
for physical print and mail.
5 Solution Dynamics | 2024 Annual Report
SDL Services Revenue Breakdown
(all figures $000)
FY2024FY2023Percentage
Change
Digital Printing and Document Services4,4494,4310.4%
Outsourced Services and Other Income8,7267,52815.9%
Total Services Revenue13,17511,95910.2%
FY2024 was solid with revenue up 10.2% and the pipeline for FY2025 is robust. While the overall domestic
postal market decline provides an ongoing headwind that makes sustained growth difficult to achieve, the full
year benefit from FY2024 gains, a further round of price increases, plus pipeline opportunities, should underpin
further growth in FY2025.
SDL Software & Technology
Software & Technology generated revenue of $25.1
million in FY2024, a decline of 12.0% on the prior
year’s revenue of $28.5 million.
SDL saw double digit growth in the UK market
as post-COVID recovery in volumes continued.
The Company’s largest customer, based in North
America, saw a decrease in revenue of around
8% (partly timing of orders around end of FY2024
financial year and lower volumes) versus an FY2023
increase of around 7%. Revenue was also down in
North America due to continued weakness in the US
mortgage market and fewer large one-time orders
post COVID.
Software & Technology revenue is partly platform
based, typically under SaaS (software as a service)
arrangements, which can be priced as a monthly
subscription tiered base on volume or on a per
document basis. It also includes revenue where
SDL manages the total communications solution
including document printing and distribution for the
customer. The printing and distribution component
forms the larger part of Software & Technology’s
revenue and is generally lower margin.
SDL has “productised” its global customer
communications platform, DMC, and made it easier
for customers to access and “self serve”. DMC
simplifies onboarding of customers and sending
and tracking of documents through physical and
digital channels. DMC integrates with other SDL
products including the document composition
platform, Composer, and the automation tool,
Autoprod, to enable creation of highly personalised
communications at scale. DMC integrates with
SDL’s print partner network through the Company’s
distributed print platform, Jupiter, to manage and
provide real time status updates on job completion
and mailing. SDL’s expertise in global postage
management delivers significant cost savings by
leveraging DMC to optimise production and delivery
logistics. The Company’s objective is to grow SaaS
platform revenue at a faster rate than print services
by focusing on digital transformation.
Communication channels are no longer “one
size fits all”; customers now receive increasingly
personalised messaging through multi-media
channels. SDL’s software platforms enable one to
one personalisation of each form of communication
whether a customer email, an invoice or account
statement, or a piece of marketing collateral as a
means to enrich and deepen the relationships that
our customers have with their customers.
SDL excels at enabling organisations to drive down
cost of customer communications while improving
client engagement. Leading global brands rely on
the Company’s software to simplify sending of
complex global customer communications through
print and digital channels. SDL’s global network of
mail service providers delivers significant savings
in print and postage costs. As the secular decline in
mail continues, SDL’s software platforms provide an
omni-channel bridge to digital transformation.
For a more detailed view of SDL’s software
solutions, refer to the Company’s website at:
www.solutiondynamics.com/customer-solutions
6 Directors’ and Management Commentary
The International Growth Fund (“IGF”) co-funding
grant from NZ Trade and Enterprise (“NZTE”) to
support a range of market development activities
in North America operated over all of FY2024 (part
year in FY2023). The IGF provides 50:50 co-funding
for eligible project costs up to a maximum of $0.6
million from NZTE over a three-year period from
November 2022. A condition of the co-funding is
that SDL cannot make distributions that exceed
50% of net profit after tax for the duration of the co-
funding agreement.
Financial Performance
SDL’s decline in FY2024 earnings was primarily the effect of lower Software & Technology/International
revenue. A price increase in the local market helped offset inflationary cost pressures.
Gross Profit declined 8.1% from some pressure on Cost of Goods Sold, including some non-recoverable
production costs for a large client. While SG&A costs saw ongoing inflationary pressures across the business,
a focus on productivity gains saw staff numbers tightly managed, although this incurred some one-off
restructuring costs.
EBITDA reduced 15.4% to $4.84 million (FY2023 $5.72 million).
Summary Financial Performance (all figures $000)FY2024FY2023Percentage Change
Total Revenue and Income38,66840,553-4.6%
Less: Cost of Goods Sold23,82424,399-2.4%
Gross Profit14,84416,154-8.1%
Gross Margin (%)38.4%39.6%
Less: Selling, General & Admin (SG&A)10,00910,442-4.1%
EBITDA4,8355,712-15.4%
EBITDA margin (%)12.5%14.1%
Depreciation851965-11.8%
Amortisation5485-36.5%
EBIT3,9304,662-15.7%
Net Interest Received / (paid)-12518n.m.
Income Tax1,2361,2191.4%
Net Profit after Tax2,8193,425-17.7%
Tax rate30.5%26.2%
SDL’s earnings in FY2024 benefited from NZTE’s market development co-funding assistance, which totaled
$0.2 million pre-tax ($0.1 million in FY2023).
The following table highlights first and second half performance for the last two financial years. The timing
of a small number of particularly large customer jobs during the year can materially alter the split of first and
second half earnings, with one order slipping from late FY2024 into FY2025 (the order is an annual job and
was included in the FY2023 result).
7 Solution Dynamics | 2024 Annual Report
SDL Half Financial Years
(all figures $000)
2H
FY2024
2H
FY2023
Percent
Change
1H
FY2024
1H
FY2023
Percent
Change
Total Revenue and
Income
15,90217,209-7.6%22,76623,344-2.5%
EBITDA8341,601-47.9%4,0014,111-2.7%
EBITDA margin5.2%9.3%17.6%17.6%
Net Profit after Tax346968-64.3%2,4732,4570.7%
Balance Sheet, Liquidity and Debt
SDL closed the year with net cash (i.e. cash plus short-term cash deposits less interest-bearing debt) on
hand of $7.95 million (FY2023 $6.63 million) or around 54 cents per share. This net cash figure excludes
debt liabilities relating to Right to Use Liabilities arising from the Lease Accounting standard; these
liabilities are approximately offset by Right to Use Assets.
The directors intend to maintain a prudent approach to balance sheet management and are conscious
that a period of more difficult economic times may provide acquisition opportunities. A number of
opportunities have been reviewed but none progressed to date.
A condition of the NZTE IGF grant constrains distributions to 50% of earnings for the term of the grant,
with distributions defined to include both dividends and capital return initiatives such as share buybacks.
The Company maintains an overdraft arrangement from ANZ Bank with a $200,000 limit. This was unused
during FY2024.
Selected Balance Sheet and Cashflow Figures
(all figures $000)
FY2024FY2023Change
Net Cash and Short-term Deposits/(Debt & Borrowings)7,9506,6281,322
Non-Current Assets1,7451,850-105
Right of Use Assets1,7952,188-393
Net Other Assets/(Liabilities)-673-1,065392
Right of Use Liabilities-1,815-2,250435
Net Assets9,0027,3511,651
Cashflow from Trading3,4294,740-1,311
Movement in Working Capital-74103-177
Cash Inflow from Operations3,3554,843-1,488
Capital expenditures for the year totalled around $0.1 million (FY2023 $0.3 million), largely relating to
laptops and IT hardware. The Company does not capitalise any software development.
Net assets include intangible assets of around $1.1 million, which is all goodwill and subject to an annual
impairment test.
SDL operates with a largely neutral working capital balance, meaning growth typically does not require
additional investment of capital, although international expansion and larger “lumpier” contracts means
month-to-month and intra-month cash flow movements fluctuate significantly.
8 Directors’ and Management Commentary
Taxation and Dividends
SDL pays full New Zealand tax on locally generated earnings. The higher tax rate is FY2024 is partly the
result of US tax payments (including state taxes).
SDL intends to pay dividends only to the extent that it can fully impute them and also subject to the
Company not experiencing any one-off requirements for abnormal capital expenditure or any significant
acquisition or investment activity. NZTE’s IGF co-funding 50% distribution cap limited the FY2024 final
dividend to 2.5 cents per share.
Earnings and Dividends per ShareFY2024FY2023Percentage Change
Closing Shares on Issue (‘000)14,72014,7200.0%
Reported Earnings per Share (cents)19.223.3-17.6%
Dividend per Share (cents)9.511.5-17.4%
Dividend Proportion Imputed100.0%100.0%
Dividend Payout Ratio49.6%49.4%
The final dividend of 2.5 cents per share will be fully imputed and paid on 27 September 2024.
The number of shares on issue was unchanged year-on-year. At financial year end, the Company had
outstanding ESOP rights to four key staff members in the plan (including the CEO) who collectively hold
rights to 0.6 million shares.
Risk Factors
Physical mail volumes in New Zealand and
worldwide are continuing to show structural decline,
especially for transactional mail. As previously
noted, NZ Post standard-mail retail postage rates
have increased 15.0% for FY2024 (on top of a 17.6%
increase for FY2023). The Company has several key
domestic contracts that, if lost, could place material
pressure on local profitability although much of this
is under medium-term contract. SDL reiterates its
expectation that consolidation in the New Zealand
print market is inevitable, with some current signs
of capacity rationalisation underway. The Company
will not participate unless there is clear value
enhancement for shareholders.
SDL’s largest five customers accounted for 60% of
revenue. Loss of one or more of those, particularly
the Company’s largest customer (currently running
an ongoing RFP for its communications services
work provided by SDL), would cause financial
results to change very materially.
The Company’s software provides critical document
management, distributed print, and storage
functions for its clients. SDL needs to ensure
it continues to maintain appropriate levels of
software development quality control, along with
well-trained staff for software delivery and support.
Cyber and data security is a known high-risk area.
The Company regularly reviews its IT and data
security arrangements including the use of external
consultants.
The Company operates a single site facility for its
New Zealand print and mail house production, with
an offsite for data and server backup. The directors
are conscious of the operational risk a single
site implies for digital imaging and mail house
operations. SDL has a reciprocal disaster recovery
(“DR”) plan with another printer, as well as a degree
of backup capability with a division of its major print
equipment supplier.
The Company mainly relies on distribution channel
partners to market its software products into
the UK, Europe and the US. This means SDL has
9 Solution Dynamics | 2024 Annual Report
Patrick Brand
Chief Executive Officer
John McMahon
Director (Chairman)
little or no contact with many of the end user
customers of its products. While these channel
partner arrangements are currently stable there is
no guarantee these arrangements will continue. SDL
aims to ensure its software meets channel partner
requirements.
While the risks noted represent ongoing challenges
and headwinds, the market opportunities to
help organisations with their global customer
communications digital transformation can be
significant. SDL holds a leadership position in
global postage management and distributed print,
capturing significant savings as the first step in the
digital transformation journey. Leading brands rely
on SDL’s digital document management platform
and the Company’s sales and marketing efforts
are to enable growth in key vertical global markets
and offer longer term paybacks. Nevertheless, the
shorter-term headwinds in the global environment,
especially relating to macroeconomic conditions,
are producing significant uncertainty and this could
materially affect the Company’s results.
FY2025 Outlook
Domestically, SDL is continuing to win new business,
although the overall decline in the print and mail
house market continues unabated, exacerbated by
continued increases by postal operators globally,
including NZ Post, in postage rates. This is inevitably
hastening the move from physical to digital
communications. SDL is continuing to lead with a
“digital first” approach, to help our clients create
more effective communications tailored by channel.
The annualised effect of wins in FY2024, along with
a strong pipeline of opportunities, should see SDL’s
New Zealand operations continue to expand.
Internationally, gaining new business has been
difficult, driven by economic weakness, rising
prices, and customer focus on cost cutting in
the face of rapidly rising postal rates. SDL is in
the process of enhancing its digital solutions
by integrating artificial intelligence (AI) into its
customer communications platform. The company’s
customers have language translation needs that
SDL is targeting as an initial AI application. A
software-based approach to language translation
leveraging AI can significantly improve the speed
and lower the cost compared to third party
translation services. We also see opportunities in
the government sector for AI assisted language
translation to better serve citizens and comply with
regulations. We are investing in sales and marketing
local to the US to increase market awareness.
Regaining International sales momentum is a key
and critical priority for success in FY2025 and
beyond.
SDL noted in mid-2023 that its largest customer
would review its communications contracts by
issuing a Request for Proposal (“RFP”) tender for the
work the Company has undertaken for around five
years. The customer has stated it is very satisfied
with SDL’s service quality and operational flexibility
and that the RFP is part of the customer’s periodic
review of its large contracts. The RFP was issued
in mid-2023 and has been responded to, along with
subsequent data requests. The RFP covers complex
data and global distributed print and logistics,
and the timing of the outcome remains uncertain.
SDL continues to win new projects with this client,
reaffirming our value. This customer is very material
to SDL and every effort will be undertaken to ensure
the business is retained, although an RFP process
inevitably carries significant risk for the Company.
The ongoing delays to the RFP, and its outcome,
make providing guidance for the financial year
ahead difficult. The directors have decided to
defer providing FY2025 earnings guidance until
the result of the RFP is known and the commercial
implications can be assessed. At this stage, the
first half result for FY2025 is likely to be largely
unaffected.
In addition to the large-customer-specific risk,
the Company cautions that significant volatility
in results is possible and a number of factors,
especially macroeconomic headwinds, are outside
the Company’s control.
10 Directors’ and Management Commentary
Key Financial Trend Metrics
Revenue and Income ($ 000)
Revenue CAGR (10 yr) 13.5%
Software CAGR (8 yr) 24.1%
Print/Mail CAGR (8 yr) 1.7%
EBITDA ($ 000)
CAGR (10 year) 19.1%
EBITDA is as reported in financial statements,
noting this is affected by the change of accounting
standard to NZ IFRS 16 (accounting for leases) in
FY2020 (increases reported EBITDA) so FY2020
onwards is not comparable with prior years.
Net Profit ($ 000)
CAGR (10 year) 18.9%
Reported net profit. Note that SDL paid no tax from
FY2012 to FY2014.
Dividends
CAGR (from FY15 dividend) 22.8%
Cents per share (excludes imputation credits).
All dividends are fully imputed.
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24
Orange bar is Software & Technology
Blue bar is Print/Mailhouse
0.00
2.00
4.00
6.00
8.00
10.00
12.00
14.00
FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24
-1,000
-500
0
500
1,000
1,500
2,000
2,500
3,000
3,500
FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
0
1,000
2,000
3,000
4,000
5,000
6,000
FY 12FY 13FY 14FY 15FY 16FY 17FY 18FY 19FY 20FY 21FY 22FY 23FY 24
11 Solution Dynamics | 2024 Annual Report
Independent Auditor’s
Report
Grant Thornton New Zealand Audit Limited
L4, Grant Thornton House
152 Fanshawe Street
PO Box 1961
Auckland 1140
T +64 9 308 2570
www.grantthornton.co.nz
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd.
To the Shareholders of Solution Dynamics Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Solution Dynamics Limited (the “Company”) and its subsidiaries (the
“Group”) on pages 16 to 43 which comprise the consolidated statement of financial position as at 30 June 2024, and the
consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of
cash flows for the year then ended, and notes to the financial statements, including a summary of material accounting policy
information.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position
of the Group as at 30 June 2024 and its financial performance and cash flows for the year then ended in accordance with New
Zealand Equivalents to International Financial Reporting Standards (“NZ IFRS”) issued by the New Zealand Accounting
Standards Board and International Financial Reporting Standards (“IFRS”).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”) issued by the
New Zealand Auditing and Assurance Standards Board. Our responsibilities under those standards are further described in
the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent
of the Group in accordance with Professional and Ethical Standard 1 International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and Assurance
Standards Board and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional
Accountants (including International Independence Standards) (“IESBA Code”), and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Our firm carries out other assignments for the Group in the area of taxation compliance services. The firm has no other interest
in the Group.
Independent Auditor’s Report
12 Independent Auditor’s Report
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key audit matters
Our procedures to address the key audit matter
Carrying Value of Goodwill
The Group has significant goodwill of $1.06 million
arising from historical acquisitions of businesses (refer
to note 4.5). Goodwill is allocated across the Group’s
software cash generating units. The inherent
uncertainty involved in forecasting and discounting
future cash flows is one of the key judgement areas
that our audit concentrated on.
The uncertainty is affected by several factors
including general market trends, current environment
and economic factors, the number of new customers
and future demand for the software solutions. All of
which form the basis for assessment of the carrying
value of the goodwill balance.
For this key audit matter our audit procedures included assessment
of the Group’s forecast and budgeting procedures used to form the
basis for value in use calculations. We also compared the Group’s
historical budget to actual performance and compared its future
projections to prior year actual results, testing the reasonableness
of forecasting assumptions. In addition, we performed our own
assessments in relation to key inputs such as projected revenue
growth, cost and overhead inflation expectations and discount rates
used and engaged an internal expert for peer review on the
impairment assessment.
We further evaluated the reasonableness where changes to inputs,
methodology or assumptions from the prior year have occurred.
We assessed the Group’s disclosures around the sensitivity in key
assumptions fairly reflected the risks inherent in the carrying value
of the goodwill balance
.
Accuracy of revenue
The Group recognised revenue of $38.25 million for
the year ended 30 June 2024 (2023: $40.44 million)
comprising sale of goods and rendering of services
under contract (refer to note 3.1). Due to the
significance of revenue to the financial statements, it
has been included as a key audit matter. There are
several factors that could impact the revenue
recognition including:
• Delivery may not have occurred before year
end resulting in recorded sales being
recognised in the incorrect accounting
period.
• Revenue recognised from the sale of
products and services may be at a point in
time or over time with reference to the
various performance obligations existing with
customers.
• Revenue may include estimates and
judgements that impact the amount of
revenue recognised.
For the key audit matter our audit procedures included evaluating
the Group’s recognition of revenue by assessing the procedures
and controls in place and ensuring appropriate revenue recognition
policies have been applied.
In relation to sales not being recorded in the correct period, we
tested a sample of sales transactions recognised or adjusted either
side of year end to substantiate the appropriate terms of the
relevant contracts had been satisfied and the transaction had been
recognised in the correct period in line with contract performance
obligations.
For contracts recognised at a point in time we inspected a sample
of transactions, invoices raised and cash receipts.
For contracts recognised over time we reperformed the calculation,
based on sampling, of revenue to be recognised during the year
and agreed the assumptions used in determining the various
performance obligations to supporting documentation.
13 Independent Auditor’s Report
Chartered Accountants and Business Advisers
Member of Grant Thornton International Ltd.
Other Information
The Directors are responsible for all other information included in the Group’s Annual Report. The other information comprises
the 2024 Financial key points, Directors’ and Management Commentary, Statutory Information and Statement of Corporate
Governance included in the annual report, but does not include the consolidated financial statements and our auditor’s report
thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of
audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to
report in this regard.
Directors’ Responsibilities for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated financial
statements in accordance with NZ IFRS, and for such internal control as the Directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless 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
Our objectives are to obtain reasonable assurance about whether the 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 our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (NZ) 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 financial statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located on the External
Reporting Board’s website at: https://xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
Restriction on use of our report
This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might
state to the Company’s shareholders, as a body those matters which we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinion we have
formed.
Grant Thornton New Zealand Audit Limited
R Campbell
Auckland
22 August 2024
14 Independent Auditor’s Report
CONSOLIDATED
FINANCIAL STATEMENTS
For the year ended 30 June 2024
Consolidated Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2024
Note2024
$000
2023
$000
Revenue from contracts with customers3.138,25240,443
Other income3.1416110
Total Revenue and Income38,66840,553
Cost of sales 3.223,82424,399
Selling, general & Administration 3.210,00910,442
Earnings before Interest, Tax, Depreciation & Amortisation
(EBITDA)
3.64,8355,712
Depreciation4.4, 4.7851965
Amortisation 4.55485
Finance costs 5.4(125)18
Profit before Income Tax4,0554,644
Income tax3.31,2361,219
Net Profit after Income Tax2,8193,425
Other Comprehensive Income
Items that may be reclassified subsequently to profit and loss:
Exchange gain/(loss) on translation of foreign operations 60(5)
Other Comprehensive Gain / (Loss) Net of Tax60(5)
Total Comprehensive Income for the Year2,8793,420
Earnings per Share – Net Profit after TaxCentsCents
Basic earnings per share3.419.223.3
Diluted earnings per share3.419.222.9
The accompanying notes on pages 20 – 43 form part of the Consolidated Financial Statements.
16 Consolidated Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 30 June 2024
Share Capital
$000
Employee
Share Option
Plan
$000
Foreign Currency
Translation
Reserve
$000
Accumulated
Profit
$000
Total Equity
$000
Balance 30 June 20225,57465(34)3095,914
Issue of share options to
employees
-77--77
Dividends paid---(2,060)(2,060)
Transactions with Owners-77-(2,060)(1,983)
Profit for the year after tax---3,4253,425
Other comprehensive income--(5)-(5)
Total Comprehensive Income--(5)3,4253,420
Balance 30 June 20235,574142(39)1,6747,351
Issue of share options to
employees
-24--24
Dividends paid---(1,252)(1,252)
Transactions with Owners- 24-(1,252)(1,228)
Profit for the year after tax---2,8192,819
Other comprehensive income--60-60
Total Comprehensive Income--602,8192,879
Balance 30 June 20245,574166213,2419,002
17 Solution Dynamics | 2024 Annual Report
Consolidated Statement of Financial Position
As at 30 June 2024
Note2024
$000
2023
$000
Current Assets
Cash and cash equivalents4.14,9506,628
Short-term cash deposits4.13,000-
Trade & other receivables4.23,8614,565
Inventories 4.8271179
Prepayments470311
Total Current Assets12,55211,683
Current Liabilities
Trade and other payables4.33,9234,434
Provision for taxation 281478
Deferred contract revenue216336
Lease liability5.2735676
Employee benefit liabilities4.6855872
Total Current Liabilities6,0106,796
Working Capital6,5424,887
Non-Current Assets
Property, plant & equipment4.7278602
Right of use assets4.41,7952,188
Goodwill & intangible assets4.51,2411,061
Deferred tax benefit3.3226187
Total Non-Current Assets3,5404,038
Non-Current Liabilities
Lease liability5.21,0801,574
Total Non-Current Liabilities1,0801,574
Net Assets9,0027,351
Equity
Share capital5.15,5745,574
Employee share option plan166142
Foreign currency translation reserve21(39)
Accumulated profit3,2411,674
Total Equity9,0027,351
For and on behalf of the Board who approved these financial statements for issue on 22 August 2024.
John McMahon – Director Andy Preece – Director
(Chairman) (Chairman Audit & Risk Management Committee)
The accompanying notes on pages 20–43 form part of the Consolidated Financial Statements.
18 Consolidated Financial Statements
Consolidated Statement of Cash Flows
Note2024
$000
2023
$000
Cash Flows from Operating Activities
Cash was provided from:
Receipts from customers41,56542,315
Other income416110
41,98142,425
Cash was applied to:
Payments to suppliers26,21025,067
Payments to employees10,95710,909
Income tax paid1,2361,219
GST and VAT paid223387
38,62637,582
Net Cash Inflows from Operating Activities 3.53,3554,843
Cash Flow from Investing Activities
Cash was applied to:
Transfer to short-term cash deposits3,000-
Purchase of property, plant and equipment & capital works in progress64275
Purchase of software & intangible assets17-
3,081275
Net Cash Outflows from Investing Activities(3,081)(275)
Cash Flows from Financing Activities
Cash was applied to:
Payment of dividends1,2522,060
Interest paid125136
Interest received(250)(118)
Lease liability payments 825871
1,9522,949
Net Cash Outflows from Financing Activities(1,952)(2,949)
Net Change in Cash and Cash Equivalents(1,678)1,619
Add cash and cash equivalents held at beginning of year6,6285,009
Cash and Cash Equivalents at End of Year 4.14,9506,628
The accompanying notes on pages 20 – 43 form part of the Consolidated Financial Statements.
19 Solution Dynamics | 2024 Annual Report
Notes to the Consolidated Financial Statements
For the year ended 30 June 2024
The notes to the consolidated financial statements are presented as follows:
1. Corporate Information
2. Basis of preparation
2.1 Statement of compliance
2.2 Basis of measurement and consolidation
2.3 Changes to accounting policies
2.4 Standards issued not yet effective
3. Group performance
3.1 Revenue, Income, and Segment Reporting
3.2 Expenses
3.3 Income and deferred tax
3.4 Earnings per share
3.5 Reconciliation (cash flows)
3.6 Non-GAAP performance measures
4. Assets and liabilities
4.1 Cash and cash equivalents
4.2 Trade & other receivables
4.3 Trade & other payables
4.4 Right of use assets
4.5 Goodwill and intangible assets
4.6 Employee benefit liabilities
4.7 Property, Plant and Equipment
4.8 Inventories
5. Debt and Equity
5.1 Share capital
5.2 Lease liabilities
5.3 Employee share option plan
5.4 Net finance cost
6. Capital and financial risk management
6.1 Capital management
6.2 Financial risk management
6.1a Credit risk
6.1b Market risk: Foreign currency risk
6.1c Market risk: Interest rate risk
6.1d Liquidity risk
6.3 Financial instruments by category
7. Other information
7.1 Related party transactions
7.2 Capital Commitments
7.3 Contingent liabilities
7.4 Events after reporting date
20 Consolidated Financial Statements
1. Corporate Information
The consolidated financial statements include the accounts of Solution Dynamics Limited (SDL or Company)
and its subsidiaries, collectively the Group for the year ended 30 June 2024 were authorised for issue in
accordance with a resolution of directors on 22 August 2024.
Solution Dynamics Limited is a public company incorporated and domiciled in New Zealand and is listed on the
New Zealand Stock Exchange (NZX). The registered office is located at 18 Canaveral Drive, Albany in Auckland.
Details on subsidiaries is provided below:
Proportion of Ownership Interests (%)
Entity nameCountry of Incorporation and
Primary Place of Business
20242023
Solution Dynamics International
Limited
United Kingdom100%100%
Solution Dynamics IncorporatedUnites States of America 100%100%
Déjar International Limited New Zealand100%100%
Nature of Operations
The Group offers a range of integrated solutions
encompassing data management, electronic digital
printing, document distribution, web presentation
and archiving, fulfilment, traditional print services,
scanning, data entry and document management.
Accounting Framework
The parent company, Solution Dynamics Limited,
is a profitoriented entity, domiciled in New Zealand,
registered under the companies Act 1993 and listed
on the New Zealand Stock Exchange. Solution
Dynamics Limited is an FMC Reporting Entity under
the Financial Markets Conducts Act 2013 and the
Financial Reporting Act 2013.
• Preparation of the consolidated financial
statements
• comply with International Financial Reporting
Standards (NZ IFRS)
• have been prepared in accordance with Generally
Accepted Practice in New Zealand (NZ GAAP)
• and other authoritative pronouncements issued
by the New Zealand Accounting Standards Board
(NZ ASB).
2. Basis of preparation
2.1 Statement of Compliance
The consolidated financial statements of the
Group comply with New Zealand Equivalents
to International Financial Reporting Standards
(NZ IFRS) and International Financial Reporting
Standards (IFRS) as appropriate for a profit
orientated entity.
Re-presentations
To improve disclosure effectiveness, the Group
has made a number of reclassifications to the
Financial Statements in the current year.
The previously separate Income Statement
and Statement of Comprehensive Income have
been combined into the Statement of Profit or
Loss and Other Comprehensive Income.
The simplifications have also resulted in a
number of segregation and amendments
where line items are not material and affected
comparatives have been re-presented for
consistency. These re-presentations have not
had an impact on the Profit after tax or Total
Comprehensive Income in the Statement
of Profit or Loss and Other Comprehensive
Income, Net Assets in the Statement of
Financial Position, or the Net increase/
(decrease) in cash presented in the statement
of Cash Flows.
21 Solution Dynamics | 2024 Annual Report
2.2 Basis of measurement and consolidation
(i) Rounding and presentation
Items included in the consolidated financial
statements are measured using the currency
of the primary economic environment in which
the entity operates (the ‘functional currency’).
The consolidated financial statements are
presented in New Zealand dollars, which
is the Company’s functional currency and
presentation currency and expressed in $000’s.
The consolidated financial statements have
been prepared under the assumption that the
Group operates as a going concern.
(ii) Measurement
The consolidated financial statements
have been prepared on the historical cost
basis but modified, where applicable, by the
measurement and/or disclosure of fair value of
selected financial assets and financial liabilities
(refer note 6.3).
(iii) Group entities
All subsidiaries have a 30 June 2024 reporting
date and consistent accounting policies are
applied.
Accounting policies are selected and applied
in a manner which ensures that the resulting
financial information satisfies the concepts of
relevance and reliability, thereby ensuring that
the substance of the underlying transactions or
other events is reported.
(iv) Material accounting policies and Critical
Accounting Judgements and Key Sources of
Estimation Uncertainty
The Group’s material accounting policy
information is provided in the relevant notes to
the financial statements.
In the application of the Group’s accounting
policies, the directors are required to make
judgements, estimates and assumptions
about the carrying amounts of assets and
liabilities that are not readily apparent from
other sources. The estimates and associated
assumptions are based on historical experience
and other factors that are considered to be
relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions
are reviewed on an on-going basis. Revisions
to accounting estimates are recognised in the
period in which the estimate is revised if the
revision affects only that period, or in the period
of the revision and future periods if the revision
affects both current and future periods.
Information regarding the Group’s Critical
Accounting Judgements and Key Sources
of Estimation Uncertainty is provided in the
relevant notes to the financial statements,
including:
• Annual goodwill impairment testing
(Note 4.5).
• Right-of-use assets (Note 4.4).
2.3 Changes in Accounting Policies
The accounting policies and disclosures are
consistent with those of the previous year.
2.4 Standards issued not yet effective
At the date of authorisation of these financial
statements, several new, but not yet effective
interpretations to existing standards had been
published by the International Accounting
Standards Board (IASB) and External Reporting
Board (XRB). NZ IFRS 18 was released in
April 2024 and will be effective for the annual
reporting period starting on or after 1 January
2027. The Group has not implemented any
of these amendments to existing Standards
earlier than the planned release. The impact of
NZ IFRS 18 has not yet been evaluated in the
current fiscal year.
Management anticipates that all relevant
pronouncements will be adopted for the first
period beginning on or after the effective
date of the pronouncement. New Standards,
amendments and Interpretations not adopted
in the current year have not been disclosed as
they are not expected to have a material impact
on the Group’s financial statements.
3. Group performance
This section of the notes to the Consolidated
financial Statements provides information on the
Group’s financial performance and the returns
provided to equity holders, including:
3.1 Revenue, Income, and Segment Reporting
3.2 Expenses
3.3 Income and deferred tax
3.4 Earnings per share
3.5 Reconciliation (cash flows)
3.6 Non-GAAP performance measures
22 Consolidated Financial Statements
3.1 Revenue, Income, and Segment Reporting
Accounting policy
Revenue is recognised when control of a
product or service, or a distinct performance
obligation is transferred to the customer. Where
multiple products or services are sold in a
single arrangement, revenue is recognised for
each distinct good or service.
Digital Printing & Document Services revenue
Service revenue is earned from providing mail
house operations, high-volume postal business
and ancillary document handling operations
such as automated envelope inserting and
flow-wrap. The lodgement and distribution of
these documents is managed using a variety of
machines and processes.
Alongside our services, we offer Digital Mail
Centre (DMC) enabling customers/users to
generate print, email, or SMS communications
from pre-configured templates. Customer/users
manage and create their own templates using
template builders within the system.
Revenue is recognised over time using the
output method as the relevant services are
completed and delivered to the customer.
Outsourced Services revenue
Outsourced services revenue is earned on
combined functions or components such as
postage, third party offset printing, freight,
paper and envelopes. These are integrated
into the above service offerings. Long-term
arrangements have been established with key
suppliers such as NZ Post, for the provision of
these services.
For performance obligations involving the
delivery of goods (e.g., paper, envelopes),
revenue is recognised at the point in time when
control is transferred to the customer, usually
upon receipt of the goods.
For services where the customer benefits
from the service as it is performed, revenue is
recognised over time via the output method.
The measure of progress toward satisfying
these performance obligations is determined
based on the extent of services delivered or
consumed by the customer during the period.
Digital Software & Technology revenue
Software platforms are leveraged to onboard
customers, facilitate the sending and tracking
of documentation through physical and digital
channels and manage archiving and retrieval
processes using a SaaS model (software as
a service arrangement). Revenue earned from
the platform can be structured as a monthly
subscription or charged on a per-document
basis.
Revenue earned is recognised over-time via the
output method as customers simultaneously
and continuously derive the benefit from their
subscription rights or at a point in time on a per-
document basis as the performance obligation
is met instantly with a customer self-generated
digital print.
Segment reporting
The Group operates in one business segment,
the supply of customer communication
solutions. These include a range of integrated
document management products and services
separated into three streams; Software &
Technology, Digital Printing & Document
Handling Services and Outsourced revenue.
An overhead structure including sales,
marketing and administration departments
provides services for all of the above revenue
streams.
There are no reconciling items in this note due
to the management information provided to
the Chief Operating Decision Maker, the CEO
Patrick Brand, being compiled using the same
standards and accounting policies as those
used to prepare the financial statements.
23 Solution Dynamics | 2024 Annual Report
3.1 Revenue from contracts with customers
2023Digital Printing &
Document Services
Outsourced
Services Revenue
Digital Software &
Technology Revenue
Total
Revenue recognised
over time
4,4316,50927,09238,032
Revenue recognised
at a point in time
-1,0191,3922,411
Total 4,4317,52828,48440,443
2024Digital Printing &
Document Services
Outsourced
Services Revenue
Digital Software &
Technology Revenue
Total
Revenue recognised
over time
4,4497,70023,80335,952
Revenue recognised
at a point in time
-1,0261,2742,300
Total 4,4498,72625,07738,252
Other income
2024
$000
2023
$000
Government grant income19980
Other income21730
Other Income416110
24 Consolidated Financial Statements
3.1(a) Segment Consolidated Statement of Profit or Loss
Note2024
$000%
2023
$000%
Software & Technology25,07765%28,48470%
Digital Printing & Document Handling Services4,44911%4,43111%
Outsourced services 8,72623%7,52819%
Other Income4161%1100%
Total Revenue and Income38,668 100%40,553100%
Less cost of sales23,82462%24,39960%
Gross Margin14,84438%16,15440%
Selling, general & administration10,00926%10,44225%
Earnings before Interest, Tax, Depreciation &
Amortisation
3.64,835 12%5,71214%
Less:
Depreciation8512%9652%
Amortisation540%850%
Interest(125)(0%)180%
Tax1,2363%1,2193%
Operating Profit2,8197%3,4258%
(ii) Segment Assets
Assets are not segmented between service streams.
(iii) Information about Top Five Customers
Included in revenues for the Group of $38.25 million (2023: $40.39 million) are revenues of $23.09 million
(2023: $23.70 million) which arose from sales to the top five customers in the Group.
3.1(b) Geographical Information
The Group has customers in New Zealand, Australia, United States of America and Europe.
Revenue from External CustomersNon-Current Assets
2024
$000
2023
$000
2024
$000
2023
$000
New Zealand15,28814,7263,5294,032
Australia1,333536--
United States of America18,36022,214-1
Europe3,2712,967115
Total38,25240,4433,5404,038
25 Solution Dynamics | 2024 Annual Report
3.2 Expenses
Note2024
$000
2023
$000
Auditor’s Remuneration
Audit fees – statutory audit10975
Tax compliance and advisory services-15
Total Auditors’ Remuneration10990
Employee benefit Expenses
Directors’ remuneration - directors fees288268
Short-term employee benefits10,11010,173
Defined contribution plans588559
Share-based payment expense 2477
Freight, print & postage18,37619,079
Other expenses
4,338
4,428
FX loss-167
Total Operating Expenses 33,83334,841
3.3 Income and deferred tax
3.3(a) Current Tax
2024
$000
2023
$000
Income tax expense comprises:
Current tax expense1,2751,201
Deferred tax movement relating to the origination and reversal of
temporary differences
(39) 18
Total Tax Expense1,2361,219
The total charge for the reporting period can be reconciled to the accounting profit as follows:
Net profit before income tax4,0554,644
Income tax at company tax rate (1)1,1351,300
Permanent differences1189
Under / (over) provision in prior years31(105)
Other59(65)
Income Tax Expense1,2361,219
(1) The Group tax rate of 28% (2023: 28%) has been used. This is the tax rate applicable to the territory where Solution
Dynamics Limited, the primary tax paying entity, is domiciled.
At 30 June 2024 there are imputation credits available of $597,176 (2023: $522,848) for use in
subsequent reporting periods.
26 Consolidated Financial Statements
3.3(b) Deferred Tax Asset
2024
$000
2023
$000
Temporary Differences
Depreciable and amortisable assets(6)(7)
Accruals and provisions232194
Deferred Tax Asset on Temporary Differences Recognised226187
Deferred tax assets arising from deductible temporary differences are only recognised to the extent that
it is probable that taxable profits will be available against which the deductible temporary differences can
be utilised.
2024
$000
2023
$000
Deferred Tax Asset Movement
Balance at beginning of period187207
Current year movement through profit or loss39(20)
Balance at End of Year226187
3.4 Earnings Per Share (EPS)
20242023
Net Profit for the Year Attributable to Ordinary Shareholders
($000)
2,8193,425
Basic
Weighted Average Number of Ordinary Shares (000’S)14,72014,720
CentsCents
Basic Earnings Per Share19.223.3
Basic earnings per share is calculated by dividing the net profit after tax attributable to equity holders
of the Company by the weighted average number of ordinary shares outstanding during the reporting
period, adjusted for bonus elements in ordinary shares issued during the reporting period.
20242023
Diluted
Weighted average number of ordinary shares (000’s)14,72014,720
Adjustment for share options (000’s)-220
Weighted Average14,72014,940
CentsCents
Diluted Earnings per Share19.222.9
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all potentially dilutive ordinary shares. Options are convertible into
the Company’s shares and are therefore considered dilutive securities for diluted earnings per share.
27 Solution Dynamics | 2024 Annual Report
3.5 Reconciliation of net profit after income tax for year with net cash inflow from operating activities
2024
$000
2023
$000
Net profit after income tax2,8193,425
Adjustments:
Depreciation and amortisation of assets9051,050
Loss / (gain) on foreign exchange(217)168
Bad and doubtful debts-(15)
Net Interest expense (125)18
Other non-cash items4794
Cash Flow from Trading3,4294,740
Add movements in working capital:
Increase / (decrease) in trade & other receivables659(504)
Decrease / (increase) in inventories and work in progress (92) 54
Decrease / (increase) in prepayments(176)105
Decrease / (increase) in trade creditors & other current liabilities(666)457
Increase/ (decrease) in other non-financial liabilities177(85)
Increase / (decrease) in employee benefit liabilities2476
Net Movement in Working Capital(74)103
Net Cash Flows from Operating Activities3,3554,843
3.6 Non-GAAP performance measure
The Group uses a non-GAAP performance measure, Earnings before Interest, Tax, Depreciation,
Amorisation (EBITDA), that is not prepared in accordance with NZ IFRS. EBITDA is included in the
financial statements of the Group to provide useful information to readers in order to assist in the
understanding of the Group’s financial performance. EBITDA should not be viewed in isolation nor be
used as a substitute for measures reported in accordance with NZ GAAP.
The Group calculates EBITDA by adding back depreciation and amortisation, finance expense and
income, tax expense and subtracting finance income. A reconciliation of the Group’s EBITDA is provided
below and based on amounts taken from, and consistent with, those presented in these financial
statements.
Reconciliation of Net Profit before Tax to EBITDA
2024
$000
2023
$000
Net profit before income tax4,0554,644
Less: Interest income (250)(118)
Add back: Finance expense125136
Add Back: Depreciation and amortisation expenses 9051,050
Earnings before Other Income and Expense, Income Tax,
Depreciation and Amortisation (EBITDA) 4,835 5,712
28 Consolidated Financial Statements
4. Assets and Liabilities
This section of the notes to the Consolidated financial Statements provides information on the Group’s
short-term assets and liabilities that impact the Group’s net operating cash flows, as long-term assets
utilised in business operations to generate returns to shareholders, including:
4.1 Cash and cash equivalents
4.2 Trade & other receivables
4.3 Trade & other payables
4.4 Right of use assets
4.5 Goodwill and intangible assets
4.6 Employee benefit liabilities
4.7 Property, Plant and Equipment
4.8 Inventories
4.9 Other liabilities
4.10 Other assets
4.1 Cash & Cash Equivalents
2024
$000
2023
$000
Cash at bank4,9506,628
Total Cash and Cash Equivalents 4,9506,628
Interest rates on cash and cash equivalents:
Cash at bank 3.65% - 4.80% (2023: 3.50% - 3.65%)
Solution Dynamics has a $200,000 overdraft facility in place with the ANZ Bank at an interest rate
of 15.70% p.a. (2023: 12.05%). This facility, which was unused as at 30 June 2024, is to support the
operational requirements of the Group. It is interest only and is secured by first ranking debenture over
the assets of the Group.
2024
$000
2023
$000
Short-term cash deposits (less than 6 months maturity)3,000-
Total Short-Term Cash Deposits 3,000-
Funds in short-term cash deposits are accessible following a 30-day notice period.
Interest rates on short-term cash deposits:
Short-term cash deposits 5.50% – 6.19%
As at 30 June 2024 the ANZ Bank has imposed no financial covenants to secure the existing facilities.
The Group holds a net cash position with no bank debt (2023: $Nil).
As at 30 June 2024 SDL provided commercial guarantees totaling $64,500 (2023: $74,500) to the Group’s
suppliers.
29 Solution Dynamics | 2024 Annual Report
4.2 Trade & Other Receivables
2024
$000
2023
$000
Trade receivables3,8924,439
Credit loss allowance(79)(79)
Total Trade Receivables3,8134,360
Sundry debtors48205
Total Trade and Other Receivables3,8614,565
Trading terms & aging of past due trade receivables
The Group’s trading terms require settlement by the 20th of the month following the date of invoice. At
the reporting date the Group had past due debtors of $530,000 (2023: $204,000) for which an allowance
of $79,000 (2023: $79,000) was made. With average receivables at 13.62% of total receivables (2023:
6.31%) there has not been a significant change in credit quality, therefore the amounts are considered
recoverable. The Group does not hold any collateral over these balances.
2024
$000
2023
$000
30 – 60 days371168
60 – 90 days7436
90 – 120 days85-
Total Overdue Trade Receivables530204
Movement in allowance for credit losses
2024
$000
2023
$000
Balance at the beginning of the reporting period7994
Accounts written off as uncollectable or (recovered)-(15)
Total Allowance for Credit Losses7979
In assessing the recoverability of trade receivables, the Group considers any change in the quality of
the trade receivables from the date that the credit was initially granted up to the reporting date. The
concentration of credit risk is limited with the largest customer comprising 18.6% (2023: 37.1%) of the
gross trade receivable balance, as at 30 June 2024 92% of the outstanding balance was less than 60
days old (2023: 98.0%). Accordingly, the directors believe that no further adjustments are required in
excess of the allowance for credit losses.
The directors do not consider there to be any expected credit loss in addition to the credit losses
recorded above.
30 Consolidated Financial Statements
4.3 Trade and other payables
Note2024
$000
2023
$000
Trade and other payables 6.33,9234,434
Total Trade and Other Payables3,9234,434
Trade payables are unsecured and are usually paid within 60 days of recognition.
4.4 Right-of-use Asset
Accounting policy
The Group has elected to account for short-term
leases and leases of low-value assets using
the practical expedients. Instead of recognising
a right-of-use asset and lease liability, the
payments in relation to these are recognised
as an expense in profit or loss on a straight-line
basis over the lease term. The Group currently
has no short-term or low value leases.
Critical Accounting Judgements and Key
Sources of Estimation Uncertainty
At inception of a contract, SDL uses judgement
in assessing whether a contract is, or contains,
a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use
of an identified asset for a period of time in
exchange for consideration. To assess whether
a contract conveys the right to control the use
of an identified asset, SDL assesses whether:
• The contract involves the use of an identified
asset
• SDL has the right to obtain substantially all
the economic benefits from use of the asset
throughout the period of use
• SDL has the right to direct the use of the
asset
At inception or on reassessment of a contract
that contains a lease component, SDL allocates
the consideration in the contract to each lease
component on the basis of their relative stand-
alone prices. SDL recognises a right-of-use
asset 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. SDL determines the lease
term as a non-cancellable lease term including
renewals that are reasonably assured.
In assessing the lease liability an incremental
borrowing rate is applied to lease liabilities
recognised under NZ IFRS 16. This is 4.5%
(2023: 4.5%) for property and 14.65% (2023:
8.5%) on plant & equipment. The incremental
borrowing rate is the estimated rate that SDL
would have to pay to borrow the same amount
over a similar term, and with similar security to
obtain an asset of equivalent value. The lease
term is the non-cancellable period of a lease,
together with periods covered by an option
(available to the lessee only) to extend or
terminate the lease if the lessee is reasonably
certain to exercise/not to exercise that option.
The property lease is currently a five (5) year
term lease and further rights of renewal options
are currently available, but not yet taken up.
Rent increases are calculated on a fixed
percentage basis, on renewal date.
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 and
equipment. In addition, the right-of-use asset
is periodically assessed for impairment losses
and adjusted for certain remeasurements of the
lease liability.
31 Solution Dynamics | 2024 Annual Report
Right of Use Assets.
Property
$000
Right of Use Assets.
Plant
$000
Total
$000
Cost
Balance 1 July 20224,7897325,521
Disposals(55)-(55)
Adjustment6-6
Balance 30 June 20234,7407325,472
Additions-335335
Terminations-(732)(732)
Balance 30 June 20244,7403355,075
Accumulated Depreciation
Balance 1 July 20222,1273772,504
Depreciation expense608227835
Disposal(55)-(55)
Balance 30 June 20232,6806043,284
Depreciation expense492231723
Terminations-(732)(732)
Adjustment5-5
Balance 30 June 20243,1771033,280
Carrying Amount
Balance 1 July 20222,6623553,017
Balance 1 July 20232,0601282,188
Balance 30 June 20241,5632321,795
Refer to note 5.2 for further details on the Group’s leasing activity.
32 Consolidated Financial Statements
4.5 Goodwill and intangible assets
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
For impairment testing purposes, goodwill is allocated to a single cash generating unit (“CGU”), SDL
Software (referred to as the Electronic Content Management CGU).
The Goodwill recognised by the Group has arisen from the on the acquisition of previous businesses
combinations from the acquisitions of business from Déjar Holdings.
Previous Business Combinations
Scantech
$000
DTP
$000
Déjar
$000
Bremy
$000
Total
$000
Goodwill recognised66572157231,061
Determining whether goodwill is impaired requires the carrying amount of the SDL Software CGU,
including allocated goodwill, to be compared against its recoverable amount.
Recoverable amount is determined by calculating the SDL Software CGU’s value-in-use, via discounted
cash flow methodology, requiring the directors to estimate the future cash flows expected to arise based
on approved budgets and five-year forecasted cash flows (based on assessments of the current market
opportunities through existing distribution channels net of forecast costs), and a suitable discount rate in
order to calculate present value.
Cash flows beyond the five-year forecast period have been taken into account by the calculation of a
terminal value, by discounting the year-5 cashflows at a long-term growth rate 1%.
At June 30, 2024:
• The carrying amount of SDL Software CGU’s was $1,061,000 (2023: $1,061,000).
• The recoverable amount of the SDL Software CGU was $8,652,000 (2023: $10,656,000)
Key assumptions and estimates used in determining recoverable value were:
Key Assumptions and Estimates20242023
Sales growth rate (beyond budget period)
1
1.00%2.50%
Discount rate post-tax
Pre-tax
13.00%
18.05%
12.80%
16.47%
Long-term growth rate1.00%2.50%
1
The assumptions are subject to fundamental uncertainties, particularly those surrounding future license sales which
comprise a substantial portion of projected revenues and hence only inflationary growth rates have been applied. Gross
margin is forecast to be consistent through the budget and forecast period.
33 Solution Dynamics | 2024 Annual Report
4.5(a) Goodwill (impairment)
No accumulated impairment losses have been recognised against goodwill (2023: $nil).
(i) Sensitivity to Changes in Assumptions
At 30 June 2024, the date of the Group’s annual impairment test, the estimated recoverable amount of
the SDL Software CGU exceeded its carrying amount by $8,652,000 (2023: $10,656,000).
If any one of the following changes were made to the above key assumptions, the carrying amount and
recoverable amount of the SDL Software CGU would be equal.
Key Assumptions and Estimates20242023
Sales growth rate (beyond budget period)
Reduction from, to
From 2.50%,
To 1.00%
From 2.50%
To 2.50%
Discount rate post tax pre-tax
Increase from, to
From 12.80%
To 13.00%
From 16.47%
To 18.05%
From 12.10%
To 12.80%
From 15.40%
To 16.47%
Long-term growth rate
Reduction from, to
From 2.5%
To 1.00%
From 2.50%
To 2.50%
4.5(b) Intangible assets
Accounting policy
Intangible assets with a finite life are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses.
Classes of intangible assets are amortised at the following rates:
Software: 3-5 years straight-line
Software
- Déjar
$000
Software
- Bremy
$000
Software
$000
Customer
Contracts
$000
Total
$000
Cost
Balance 1 July 20222,0901101,7384414,379
Balance 30 June 20232,0901101,7384414,379
Additions--234-234
Balance 30 June 20242,0901101,9724414,613
Accumulated Amortisation
Balance 1 July 20222,0901101,6534414,294
Amortisation expense--85-85
Balance 30 June 20232,0901101,7384414,379
Amortisation expense--54-54
Balance 30 June 20242,0901101,7924414,433
Carrying Amount
Balance 1 July 2022--85-85
Balance 30 June 2023-----
Balance 30 June 2024--180-180
34 Consolidated Financial Statements
4.6 Employee Benefit Liabilities
Critical Accounting Judgements and Key Sources of Estimation Uncertainty
Provisions for sick and long service leave are based on the Group’s estimate of the present value of
future costs assuming payroll inflation rate of 3.00% (2023:4.00%).
2024
$000
2023
$000
Short-term employee benefit liabilities689722
Current Long-term employee benefit liabilities166150
Total Employee Benefit Liabilities855872
4.7 Property, Plant and Equipment
Accounting policy
Property, Plant and Equipment are subsequently measured at cost less accumulated depreciation and
accumulated impairment losses.
Classes of Property, Plant and Equipment are depreciated at the following rates:
• Plant and machinery: 7.0% – 30.0% diminishing value
• Furniture and fittings: 8.5% – 39.6% diminishing value
• Leasehold improvements: 7.8% – 25.0% diminishing value
Plant &
Machinery
$000
Furniture &
Fittings
$000
Leasehold
Improvements
$000
Total
$000
Cost
Balance 1 July 20222,8111606793,650
Additions7128175274
Disposals(3)--(3)
Assets removed from use*(444)(62)(80)(586)
Balance 30 June 20232,4351267743,335
Additions69-473
Disposals(4)(4)-(8)
Balance 30 June 20242,5001227783,400
Accumulated Depreciation
Balance 1 July 20222,6601556463,461
Depreciation expense85434123
Assets removed from use* (446)(62)(80)(588)
Balance 30 June 20232,299976002,996
Depreciation expense89-39128
Balance 30 June 20242,388976393,124
Carrying Amount
Balance 1 July 2022151533189
Balance 30 June 202313629174339
Balance 30 June 2024112 25139276
* Assets removed from use” represents the removal of assets from registry fully depreciated and with nil book value.
35 Solution Dynamics | 2024 Annual Report
4.8 Inventories
Accounting policy
Inventories are stated at the lower of cost and net realisable value. Costs are assigned to inventories
by the method most appropriate to the particular class of inventory, with the majority being valued on a
first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all
estimated costs of completion and costs necessary to make the sale.
2024
$000
2023
$000
Work in Progress108117
Finished goods16362
Total Inventories 271179
The amount of inventories recognised as an expense through profit or loss during the year was $472,993
(2023: $437,442) and is presented within Property, plant & equipment on the balance sheet.
5. Debt and Equity
This section of the notes to the Consolidated Financial Statements provides information on the Group’s
capital structure and related costs, how funds are raised and how the Group manages capital, including
5.1 Share capital
5.2 Lease liabilities
5.3 Employee share option plan
5.4 Net finance cost
5.1 Share Capital
20242023
$000No. (000’s)$000No. (000’s)
Ordinary Shares
Balance at beginning of year5,57414,7205,57414,720
Exercise of employee share options----
Share Capital at End of Year5,57414,7205,57414,720
The Company had 14,719,810 (2023: 14,719,810) ordinary shares on issue at 30 June 2024. All ordinary
shares ranked equally with one vote attached to each fully paid ordinary share and share equally in
dividends and surplus on winding up.
5.2 Lease liabilities
Accounting policy
The Company uses its incremental borrowing rate at lease commencement to calculate the present value
of lease payments when the rate implicit in a lease is not known.
(i) Leasing activity
The Group has property leases for its Canaveral Drive office and production facility and leases of
production equipment.
The table below describes the nature of the Groups leasing activities by right of use asset type
recognised on the statement of financial position (refer note 4.4).
36 Consolidated Financial Statements
Right of use (ROU)
assets
No of ROU assets
leased
Range of remaining
term
Average remaining
term
Property13 years3 years
Plant & equipment11-2 years 1.5 years
The lease liabilities are secured by the related underlying assets.
(ii) Future lease payments
Future minimum lease payments at 30 June 2024 were as follows:
Reconciliation
of Lease Liabilities
Within 1-year
$000
1 – 2 years
$000
2 – 5 years
$000
After 5 years
$000
Total
$000
30 June 2024
Lease payments735622620-1,977
Finance charges934821-162
Net Present Values642574599-1,815
30 June 2023
Lease payments6555621,2201082,545
Finance charges1149289-295
Net present values5414701,1311082,250
(iii) Lease payments recognised in profit or loss
The expense relating to payments not included in the measurement of the lease liability is as follows :
2024
$000
2023
$000
Variable lease payment214171
214171
(iiii) Reconciliation of lease liability
Reconciliation of Lease liabilities
2024
$000
2023
$000
Year Ended 30 June 2023
Opening Balance2,2503,051
Additions335-
Interest expense11178
Repayments(881)(879)
Balance 30 June 20241,8152.250
37 Solution Dynamics | 2024 Annual Report
iiii) Reconciliation of lease liability (continued...)
Leases
2024
$000
2023
$000
Current735676
Non-current1,0801,574
1,8152,250
5.3 Employee share option plan
Accounting policy
Equity-settled share-based payments to employees are measured at the fair value of the equity
instruments at the grant date.
The fair value determined at the grant date of the equity settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the Group’s estimate of equity instruments
that will eventually vest. On each reporting date, the Group revises its estimate of the number of equity
instruments expected to vest.
The impact of the revision of the original estimates, if any, is recognised in the Consolidated Statement
of Profit or Loss over the remaining period, with a corresponding adjustment to the equity-settled
employee benefits reserve.
Solution Dynamics Limited offers an equity settled employee share option plan. The general principles of
the scheme are:
• The maximum aggregate number of share options to be granted pursuant to the plan is 5% of the total
number of shares on issue at any one time.
• Options of no more than 1% of the total number of SDL’s shares on issue can be granted to an
individual staff member (the directors made an exception to this limit for the US-based CEO Patrick
Brand)
• The exercise price will be determined by the Board based on the market price at the time of issue.
• The options may be exercised by the participant (in whole or part) after three years from the date
that they are granted. The key employees have 18-months from the date of eligibility and must be
employed by SDL at the date the option is exercised.
Share options were approved for 220,000 shares for three key members in October 2022 (with an
exercise price of $2.25), all three remain as employees at 30 June 2024 bringing the total of share
options to 592,796.
2024
Number of Shares
$000
2023
Number of Shares
$000
Unvested shares at 1 July593373
Granted-220
Unvested shares at 30 June593593
Percentage of total ordinary shares3.90%3.90%
38 Consolidated Financial Statements
The net fair value of the options granted during the reporting period was $44,553 (2023: $68,066). This
cost is recognised over the vesting period.
Grant DateOptions
Issued
Share Price at
Grant Date
Exercise
Price
Options ExpireOption Value
$
March 2021200,000$2.60$2.60September 2025$114,625
February 2022172,796$2.90$2.90August 2026$29,994
October 2022220,000$2.25$2.25October 2027$68,066
The fair value was determined using a Black-Scholes option pricing model that considers the exercise
price, the term of the option, the share price at grant date and expected price volatility of the underlying
share, the dividend yield and the risk-free interest rate for the term of the option.
In addition to the factors as noted in the table above further inputs for the model included:
• Standard deviation of stock returns 26.5%. This is based on an analysis of share price movements
over the 12 months prior to the issue of the options.
• Average dividend yield of 4.66%.
• Average annual risk-free rate of 4.52%.
5.4 Net finance cost
2024
$000
2023
$000
Interest expense – Lease liabilities on financing of right of use
assets
11178
Interest expense – Financial liabilities at amortised cost1458
Finance Costs125136
Finance Income: Interest income – financial assets at
amortised cost
(250)(118)
Net Finance (Income) / Cost(125)18
39 Solution Dynamics | 2024 Annual Report
6. Capital and financial risk management
This section of the notes to the Consolidated financial Statements provides information on the Group’s
exposure to and management of capital and financial risks, including:
6.1 Capital management
6.2 Financial risk management
6.2(a) Credit risk
6.2(b) Market risk: Foreign currency risk
6.2(c) Market risk: Interest rate risk
6.2(d) Liquidity risk
6.3 Financial instruments by category
6.1 Capital Management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while
maximising the return to shareholders through the optimisation of the debt and equity balances.
The Group is in a net cash position of $7,950 million (2023: $6.63 million) and cash inflow from
operations of $3.35 million (2023 $4.84 million). There was an operating profit of $2.82 million in the
current year (2023: $3.42 million). The Group has no externally imposed covenants to manage, the only
debt on the balance sheet relates to right of use assets.
2024
$000
2023
$000
Borrowings – Liability right of use assets1,8152,250
Cash & short-term deposits (Note 4.10)7,9506,628
Net cash (debt)6,1354,378
Equity (all capital and reserves)9,0027,351
Net (cash) debt to equity ratio 68%60%
During the year the finance facility was subject to certain conditions which are disclosed in Note 4.1.
6.2 Financial Risk Management
6.2(a) Credit Risk
Financial instruments that potentially subject the Group to concentrations of credit risk consist
principally of trade, cash & other receivables. The maximum credit risk is the carrying value of these
financial instruments; however, the Group does not consider the risk of non-recovery of these accounts to
be material.
In the normal course of its business the Group incurs credit risk from trade receivables and transactions
with financial institutions. The Group has a credit policy, which is used to manage this exposure to credit
risk. As part of this policy, credit evaluations are performed on all customers requiring credit. The Group
does not have any significant concentrations of credit risk. This customer is not viewed as a credit risk
due to trading and payment history. The Group does not require any collateral or security to support
financial instruments as it only deposits with, or loans to banks and other financial institutions with
credit ratings of no less than AA-. It does not expect the non- performance of any obligations that are not
provided for at reporting date.
40 Consolidated Financial Statements
Accounting policy: Impairment of trade & other receivables
The Group provides and allowance for impairment on trade and other receivables by applying the
simplified method, that utilises a provision matrix that is based on its historical credit loss experience,
adjusted for forward-looking factors specific to the debtors and the economic environment.
Accounting policy: Impairment of cash & cash equivalents
The Group determines that there has been no significant increase in credit risk where the credit rating of
the counterparty holding the Group’s cash and cash equivalent balances is considered to be “investment
grade”.
6.2(b) Market risk: Foreign Currency Risk
Hosting and license sales linked to SDL Software operations are denominated in foreign currency and
sold under standard terms and conditions. Any variation in the exchange rate between the date of sale
and the date cash is received is accounted for as a foreign exchange gain/loss in the period in which it
occurs.
In addition to the trade receivables held in foreign currencies at the end of the reporting period. Adjusted
for offsetting payables balances of a movement in the exchange rate of 10% would give rise to an
exchange fluctuation. A movement in exchange rate of 10% would impact net profit before tax on foreign
entities of $389,000, and would impact on equity on foreign entities of $280,000.
Trading operations for the UK and Europe are largely undertaken through SDL’s UK subsidiary Solution
Dynamics International Limited (SDIL). For North America operations are undertaken through Solution
Dynamics Incorporated. At period end the net assets for SDIL and SD Inc., comprising largely working
capital, was a credit balance of NZ $4,533,112 (2023: NZ$3,368,494) with cash and receivable balances
as noted above.
Foreign Currency Receivables 20242023
As at 30 June 2024NZD $000NZD$000
European Receivables 482207
USA Receivables 1,2172,539
AUD Receivables153137
Total Foreign Currency Receivable1,8522,883
NZD2,0401,562
Total Trade Receivables 3,8924,445
Cash Held in Foreign Currency2,6491,374
Total Trade Receivables in Foreign Currency 4,5014,257
Accounts payable 6082,324
Net FX Asset 3,8931,933
Fluctuation of 10%389193
Net Assets for SDIL & SDINC4,5333,368
41 Solution Dynamics | 2024 Annual Report
6.2(c) Market risk: Interest Rate Risk
At 30 June 2024 the interest rate on the overdraft facility was 15.70% (2023: 12.05%). With a net cash
position of $7.95 million (2023: $6.63 million) at the end of the reporting period a material change in the
interest expense is not expected.
6.2(d) Liquidity Risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has built
an appropriate liquidity risk management framework for the management of the Group’s short, medium
and long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously
monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and
liabilities. With positive cash inflows the Group’s liquidity risk is considered by the directors to be low.
6.3 Financial Instruments by category
2024
$000
Financial Assets & liabilities at
Amortised Cost
2023
$000
Financial Assets & liabilities at
Amortised Cost
Financial Assets
Cash & cash equivalents (Note 4.1)7,9506,628
Trade & other receivables (Note 4.2)3,8614,565
Total Financial Assets11,81111,193
Financial Liabilities
Trade and other payables (Note 4.3)3,9234,434
Total Financial Liabilities3,9234,434
The carrying values of the financial instruments above are equivalent to their fair values.
42 Consolidated Financial Statements
7. Other information
This section of the notes to the Consolidated financial Statements provides other material information
related to the operations of the Group, including:
7.1 Related party transactions
7.2 Capital Commitments
7.3 Contingent liabilities
7.4 Events after reporting date
7.1 Related party transactions
7.1(a) Remuneration paid to key management personnel
Key management were paid $2,875,829 (as employees of Solution Dynamics Limited or its subsidiaries
and including the calculated benefit of the employee share option plan) during the reporting period (2023:
$2,338,947) and were owed $206,467, including annual leave at 30 June 2024 (2023: $172,876).
2024
$000
2023
$000
Short-term employee benefit liabilities2,7522,181
Defined contribution plan liabilities (Kiwisaver)10082
Share-based payment expense2476
Total Remuneration: Key management personnel 2,8762,339
The following fees and salaries were paid to directors during the reporting period:
2024
$000
2023
$000
John McMahon (Chairman)8073
Julian Beavis5047
Elmar Toime5047
Lee Eglinton5047
Andy Preece (Chairman Audit & Risk Management Committee)5854
Total Directors’ Remuneration288268
7.1(b) Transactions with related parties
At 30 June 2024, payables to other related entities amounted to $29,214 (2023: 28,561).
7.2 Capital Commitments
The Group had no capital commitments at the reporting date for the Group (2023 $Nil).
7.3 Contingent Liabilities
There were no contingent liabilities at the reporting date for the Group (2023: $Nil).
7.4 Events after the reporting date
On 22 August 2024 the directors approved the payment of a fully imputed dividend of 2.5 cents per share
amounting to $367,995 to be paid on 27 September 2024.
43 Solution Dynamics | 2024 Annual Report
Statutory Information
(I) Employee Remuneration
Remuneration includes salaries, bonuses and other benefits including non-cash benefits. The number of
employees with total remuneration exceeding $100,000 in each of the following bands was:
2024
$000
2023
$000
$100,000 to $109,99937
$110,000 to $119,999 54
$120,000 to $129,99961
$130,000 to $139,99914
$140,000 to $149,99941
$150,000 to $159,99911
$160,000 to $169,99911
$170,000 to $179,999 2-
$180,000 to 189,9991-
$200,000 to $209,999-1
$210,000 to $219,999-3
$220,000 to $229,999--
$230,000 to $239,999-3
$240,000 to 249,9991-
$250,000 to $259,9994-
$260,000 to $269,999--
$270,000 to $279,999--
$300,000 to $309,99911
$320,000 to 329,9991-
$340,000 to $349,999--
$350,000 to $359,9991-
$360,000 to $369,999-1
$450,000 - $459,9991-
$540,000 to $549,999--
$670,000 to $679,999--
$760,000 to $769,999-1
$1,020,000 - 1,020,9991-
Total Staff with Remuneration Exceeding $100,0003429
44 Statutory Information
(II) Shareholders and Substantial Security Holders
(a) The 20 largest shareholders as at 30 June 2024 were:
% of totalShares
ASB Nominees Limited <574233 A/C>10.87%1,600,658
Philip Hadfield Hardie Boys <P & K Hardie Boys Family A/C>7.13%1,050,000
Indrajit Nelson Sivasubramaniam + Tracey Lee
Sivasubramaniam + Comac Trustees Limited
6.05%890,000
Custodial Services Limited <A/C 4>5.64%830,506
Accident Compensation Corporation - NZCSD <Acci40>4.74%698,234
JBWere (NZ) Nominees Limited <NZ Resident A/C>4.27%628,266
Public Trust - NZCSD <The Aspiring Fund>4.18%615,334
Forsyth Barr Custodians Limited Custody3.83%563,978
Michael Charles Hare3.80%558,938
Colin Glenn Giffney3.53%520,000
Kirsten Roberts3.16%465,000
Deirdre Elizabeth Tallot2.99%440,000
Stephen Christopher Montgomery2.82%415,000
Jillian Bernadette Winstanley2.23%328,500
Roger Dixon Armstrong2.05%301,665
FNZ Custodians Limited <DRP NZ A/C>2.03%298,215
FNZ Custodians Limited1.96%288,233
New Zealand Depository Nominee Limited <A/C 1 Cash
Account>
1.67%246,233
Forsyth Barr Custodian Limited (Account)1.62%238,200
Don Nominees Limited 1.60%234,944
Grand Total76.17%11,212,204
A total of 14,719,810 shares were on issue (2023: 14,719,810).
45 Solution Dynamics | 2024 Annual Report
(b) Size of Shareholding as at 30 June 2024
HoldingsShareholdersShares Held% of total
1-99911830,3620.21%
1,000-4,999100214,2161.46%
5,000-9,99936227,7531.55%
10,000-49,99945878,2125.97%
50,000-99,99914946,7536.43%
100,000 and over3012,422,51484.39%
Total34314,719,810100%
(c) Substantial Security Holders
According to notices given under the Financial Markets Conduct Act 2013, the following persons were
substantial shareholders in Solution Dynamics Limited at 30 June 2024:
Shareholder% of totalShares
Meta Capital Limited (John McMahon)10.87%1,600,658
Philip Hadfield Hardie Boys (P & K Hardie Boys Family A/C)7.13%1,050,000
Indrajit Nelson Sivasubramaniam + Tracey Lee Sivasubramaniam +
Comac Trustees Limited6.05%890,000
46 Statutory Information
STATEMENT OF CORPORATE
GOVERNANCE
The corporate governance processes set out in this statement do not
materially differ from the principles set out in the New Zealand Stock
Exchange Corporate Governance Best Practice Code issued on May 2017.
The information in this report is current as at 22 August 2024 and has been
approved by the Board.
SDL is listed on the NZX and is subject to regulatory control and monitoring
by both the NZX and the Financial Markets Authority (FMA).
For the purposes of this Corporate Governance Statement, SDL has
continued to report against the NZX Code published as at 1 April 2023.
The Board Charters and key policies are available on the Company’s website:
www.solutiondynamics.com/investor-centre
Principle 1 – Code of Ethical Behaviour
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management to account for adherence to these
standards throughout the organisation.
The Board recognises that high ethical standards
and behaviours are central to good corporate
governance, and it is committed to the observance
of a Code of Business Conduct and Ethics
throughout the Group.
The Code of Business Conduct and Ethics, which
was approved by the Board as part of the process
of migrating to the NZX Main Board, provides a
framework of standards by which the directors,
employees and contractors to SDL and its related
companies are expected to conduct themselves.
It is intended to facilitate actions and decision-
making sure that is consistent with SDL’s values,
business goals and legal obligations and, thereby,
enhance performance outcomes.
Employees are expected to report any breaches of
the Code in line with the processes outlined in the
Code of Business Conduct and Ethics.
A copy of the Code of Business Conduct and Ethics
is made available to all employees and is given to
all new employees when they join the Group. Any
future changes to the Code of Business Conduct
and Ethics will be communicated to staff.
SDL has a Share Trading Policy to mitigate the risk
of insider trading in SDL’s securities by employees
and directors. A copy of this Policy can also be
found with the other policies on the Company’s
website. Share trading restrictions apply to Restricted
Persons including directors and certain employees.
Directors’ Share Dealings and Shareholding
Directors disclose the following relevant interests in shares in the Group at 30 June 2024 and transactions in
relevant interests in shares during the financial year ended 30 June 2024.
ShareholderBalance 30 June 2023AdditionsDisposalsBalance 30 June 2024
John McMahon1,600,658--1,600,658
Andy Preece53,000--53,000
Lee Eglinton18,000--18,000
Entries in the Interests Register
In addition to the interests and related party transactions disclosures in Note 7.1 to the Financial Statements
and the director remuneration disclosed under Principle 5 below, the following interests were disclosed to the
Board and noted in the interests register during the financial year ended 30 June 2024:
• Indemnification of Officers and Directors: The Company indemnifies directors and executive officers of
the Group against all liabilities which arise out of the performance of their normal duties as director or
executive officer.
• Directors’ & Officers’ insurance: In parallel with the indemnity coverage, the Group has Directors & Officers’
liability insurance. The total cost of this insurance expensed during the year ended 30 June 2024 was
$34,500 (2023: $35,196).
Conflicts of Interest and Related Parties
All directors must disclose any general and specific interests that could be in conflict with their obligations to
the Group. Transactions with related parties and balances outstanding relating to the year ended 30 June 2024
are disclosed in Note 7.1 to the Financial Statements.
48 Statutory Information
Principle 2 – Board Composition & Performance
To ensure an effective Board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
The primary responsibilities of the Board include:
• to establish the vision of the Group
• to establish the long-term goals and strategies
of the Group
• to approve annual and half-year financial
reports
• to approve annual budgets
• to approve corporate policies
• to ensure the Group has good internal controls
and keeps adequate records
• to ensure legislative compliance
• to monitor executive management
• to ensure appropriate communication to
stakeholders
Board procedures are governed by the Constitution.
The Board is responsible for setting the strategic
direction of the Company, overseeing the financial
and operational controls of the business, putting in
place appropriate risk management strategies and
policies and enhancing its value for shareholders
in accordance with good corporate governance
principles.
In addition to the Code of Business Conduct and
Ethics, the Board operates under to a written
Board Charter. This document outlines the Board’s
composition, the roles and responsibilities of
directors, procedures for director nomination,
resignation and removal of directors; and ensures
Board meetings and that they are conducted
efficiently. It also empowers each director to fulfill
their duties effectively and participate fully in Board
meetings.
SDL’s senior management team, led by the CEO, is
responsible for the day-to-day management of the
company’s business. They operate under a set of
delegated authorities and undergo annual reviews.
Directors have access to the essential resources
required to fulfill their duties, including access to
financial and other management information from
SDL as well as professional advice provided by
external advisers.
Directors also have the right, with the approval
of the chairman or by resolution of the Board, to
seek independent legal or financial advice at the
Company’s expense for the proper performance of
their duties.
Board Composition and Appointment
The Company’s constitution specifies the number
of elected directors and outlines the procedure
for their retirement and re-election at Annual
Shareholder Meetings.
SDL believes that the nomination process for new
director appointments is the responsibility of the
entire Board and thus does not have a separate
Nomination Committee.
The Board takes into consideration tenure,
capability, diversity and skills when reviewing Board
composition and new appointments.
At each Annual Meeting, at least every three years
as required by NZX Listing Rules current directors
retire by rotation and are eligible for re-election.
Additionally, any directors appointed since the
previous Annual Meeting must also retire and are
eligible for election.
When a new director is appointed, SDL will enter
into a written appointment letter setting out the
terms of their appointment. The Board supports the
separation of the roles of chairman and CEO. As of
24 August 2024, the chair of SDL is non-executive
director, John McMahon, who has (through a
related party) a 10.87% shareholding in SDL and
is therefore not considered independent under the
NZX Listing Rules.
The Board views John’s shareholding as aligning his
interests closely with those of Solution Dynamics’
shareholders. The directors believe that John’s
extensive analytical and commercial expertise,
including his directorship in other NZX-listed
companies, coupled with his deep understanding
of the Company’s products, markets and strategy,
make him the ideal candidate to lead the Board.
49 Solution Dynamics | 2024 Annual Report
The Board currently consists of five directors
(2023: five directors), a non-executive chairman
(non- independent, see note above) and four non-
executive directors (independent). Each director is
elected based on the value they contribute to the
Board.
In order for a director to be independent, the Board
requires that they are not an executive of SDL
and must have no ‘Disqualifying Relationships’.
The Board adheres to the requirements of the
NZX Listing Rules (and NZX guidance on the
application of those requirements). Detailed
information on each director can be found at www.
solutiondynamics.com/about/our-leadership-team.
Director’s interests are disclosed on Note 7.1 to the
Financial Statements.
The Company encourages all directors to undergo
appropriate training and education to enhance their
performance of duties. This includes attending
presentations on changes in governance, legal
and regulatory updates; as well as participating in
technical and professional development courses.
Additionally, directors can receive updates on
relevant industry and Company issues and
participate in briefings from key executives.
The Board aims to regularly consider individual and
collective performance, assess skillsets, priorities
training and development and plan to effectively
govern the Group’s business.
Diversity
SDL is committed to a culture that actively
supports diversity and inclusiveness and prevents
or eliminates discrimination in any form. As such,
SDL firmly believes that diversity and inclusiveness
enables SDL to better respond to the ever-changing
environment in which we operate and better serve
the diverse customer and stakeholder base to which
we are accountable to.
The concept of diversity includes (but is not limited
to) concepts of gender, race, ethnicity and cultural
background as well as physical capability, age,
sexual orientation, and religious or political beliefs.
SDL does not have a formal diversity policy or
publish diversity targets. Instead, SDL’s Code of
Business Conduct and Ethics notes that SDL values
diversity and has a workforce consisting of many
individuals with diverse skills, values, backgrounds,
ethnicity and experience. We attract and retain a
diverse workforce and this diversity brings a range
of ideals, skills and innovations to SDL, which
assists in achieving our objectives. At the date of
this report, the Board is yet to consider whether it
requires management to provide regular reporting
and monitoring on diversity within SDL’s workforce.
As at 30 June 2024, the gender balance of SDL’s
directors and people was as follows:
30 June
2024
30 June
2023
Directors
Females11
Males44
Management Team
Females11
Males66
All Employees
Females3436
Males4750
The Management team is defined as being the CEO and senior leaders with reporting lines direct to the CEO.
50 Statutory Information
Board Meetings and Attendance
The Board has 11 scheduled meetings a year.
During the period 1 July 2023 to 30 June 2024 attendance at Board and Committee meetings was:
Board Meetings
1
Audit & Risk Committee
2
HeldAttendedHeldAttended
John McMahon (Chairman) (1)111122
Julian Beavis1110n/an/a
Elmar Toime1111n/an/a
Andy Preece (2)111022
Lee Eglinton111021
1
John McMahon is the board chairman.
2
Andy Preece is the chairman of the Audit & Risk Management committee.
Principle 3 – Committees
The Board should use committees where this will
enhance its effectiveness ln key areas, while still
retaining Board responsibility.
The Board has constituted one standing
Committee, the Audit and Risk Committee. Given
the Board’s size, matters typically handled by
remuneration and nominations committees are
dealt with by the entire Board.
Committees enable issues that require in-depth
consideration to be addressed separately by the
Board members possessing specialist knowledge
and experience, thereby improving the efficiency
and effectiveness of the Board. However, the Board
maintains ultimate responsibility for the functions
of its committees and defines their responsibilities.
The Audit and Risk Committee convenes as
necessary and operates under specific terms of
terms of reference outlined in its Charter. A copy of
the Audit and Risk Committee Charter is available
on the Company’s website within the Board
Governance section.
Minutes of each Committee meeting are distributed
to all members of the Board. The Audit and
Risk Committee is authorised to request any
information necessary from employees to fulfill its
responsibilities and may obtain independent legal
or other professional advice as needed.
The membership and performance of the
Committee is reviewed annually.
From time to time, special purpose committees
may be established to oversee specific projects in
collaboration with senior management.
As the Board believes that matters of remuneration
and nominations are the responsibility of the entire
Board, SDL does not deem it necessary to comply
with recommendations 3.3 and 3.11 of the NZX
Corporate Governance Code. Therefore, SDL does
not maintain separate remuneration or nomination
committee.
The Board will continue to monitor governance best
practice and update SDL’s policies to uphold the
highest standards as appropriate.
51 Solution Dynamics | 2024 Annual Report
Audit and Risk Committee
The role of the Audit and Risk Committee is to
support the Board in fulfilling its duties under the
Companies Act 1993 and the Financial Reporting
Act 2013 regarding accountancy practices, policies
and controls related to the Company’s financial
position. The Committee also conducts thorough
enquiries into the audits of the Company’s financial
statements. This responsibility extends to providing
the Board with added assurance regarding the
accuracy and dependability of the financial
information issued publicly by the Company. All
required matters within the Committee’s purview
were addressed by the committee during the 2024
financial year.
A written charter outlines the Audit and Risk
Committee’s delegated authority, duties,
responsibilities and relationship with the Board. The
Charter is available on the Company’s website.
The Committee must consist solely of directors of
SDL, with a minimum of three members, a majority
of independent directors and at least one director
with an accounting or financial background. The
current composition of the adheres to these
guidelines. Importantly the chair of the Committee
cannot be Chair of the Board.
Members at 30 June 2024 were Andy Preece
(Chairman), Lee Eglinton and John McMahon. The
Audit and Risk Committee met twice during the
financial year.
Attendance at Committee meetings by management
and employees is by invitation only. Additionally, the
Committee regularly holds sessions with external
auditors in the absence of management.
Takeovers
The Board has not yet established protocols or
procedures for a takeover scenario. However, the
Board acknowledges that any such protocol would
likely involve SDL forming an independent takeover
committee. This committee would be responsible for
overseeing disclosure and response strategies and
would engage expert legal and financial advisors to
provide guidance on procedural matters related to
any potential takeover.
Principle 4
– Reporting & Disclosure
The Board should demand integrity in financial and
non-financial reporting, ensuring that corporate
disclosures are timely, balanced, and accurate.
The Board is committed to informing shareholders
and the market about all material information about
the Company’s performance, while adhering to
legislative requirements and those set by the NZX
Listing Rules.
The release of material information follows
guidelines outlined in the NZX Listing Rules (and the
Listing Rules guidance provided by NZX).
In addition, fulfilling legal obligations, SDL aims
to provide stakeholders and investors with
comprehensive and meaningful information,
encompassing both financial and non-financial
information.
Financial Statements
It is the directors’ responsibility to ensure
preparation of financial statements that give a true
and fair view of the financial position of the Group as
at the end of the financial year as well as the results
of operations and cash flows for the year. The
external auditors are responsible for providing an
independent opinion on the financial statements.
The consolidated financial statements set out in
this report have been prepared by management in
accordance with generally accepted accounting
practice in New Zealand. They are based on
appropriate accounting policies which have been
consistently applied and which are supported by
reasonable judgements and estimates.
For the financial year ended 30 June 2024, the
directors believe that proper accounting records
have been kept which enable, with reasonable
accuracy, the determination of the financial position
of SDL and the Group and facilitate compliance of
the financial statements with the Companies Act
1993 and the Financial Reporting Act 2013.
After reviewing internal management financial reports
and budgets the directors are confident that the
Group will remain a going concern in the foreseeable
future. Therefore, they continue to adopt the going
concern basis in preparing the financial statements.
52 Statutory Information
The CEO and CFO have provided written
confirmation to the Board that SDL’s external
financial reports accurately present a true and fair
view in all material aspects.
SDL’s full and half year financial statements are
available on the Company/s website at:
www.solutiondynamics.com/investor-centre/.
Non-financial information
The Board recognises the importance of non-
financial disclosure. Given SDL’s size the Board has
elected not to comply with recommendation 4.3
of the NZX Corporate Governance Code and has
not adopted a formal environmental, social and
governance (ESG) framework.
SDL discusses its strategic objectives and its
progress against these in the Management
Discussion and Analysis section of this annual
report and at the Annual Meeting.
SDL is dedicated to using its resources and
collaborates closely with its supply chain partners
to identify opportunities for minimizing any adverse
environmental risks or impacts from its business
operations, products and services.
The Board encourages diversity and commits to
ensuring that SDL does not knowingly engage
in business activities that could involve SDL in
complicity with human rights abuses or violations of
labour standards.
Principle 5 – Remuneration
The remuneration of directors and management
should be transparent, fair and reasonable.
The Board emphasises aligning the interests of
the directors, the CEO and management with the
long-term interests of shareholders. Remuneration
policies and structures undergo regular review
to ensure that remuneration for management
and directors remains fair and competitive within
the market, reflecting the skills, knowledge and
experience essential for the Company.
The Board recognises that it is desirable that
management (including that for any executive
director) remuneration should include an element
dependent upon the performance of both the
Group and the individual and should be clearly
differentiated from non-executive director
remuneration.
Details of directors and management remuneration
and entitlements for the 2024 financial year are set
out in Note 7.1 to the Financial Statements.
SDL does not have a Remuneration Committee and
matters relating to remuneration are dealt with by
the full Board.
Directors’ Remuneration
The total remuneration pool available for directors is established by shareholders and remains fixed. The
Board determines the level of remuneration paid to directors from the approved collective pool. Directors
also receive reimbursement for reasonable travelling, accommodation and other expenses incurred during
the course of performing their duties.
Directors are paid on a per director rate as follows:
PositionApproved Remuneration
Chairman$73,333
Non-executive Director$46,675
Audit & Risk Committee Chair$7,500
Hourly rates for abnormal/particularly time intensive projects or
transactions outside the scope of typical board work$250/Hour
Directors’ remuneration during the year is disclosed in Note 7.1 to the Financial Statements.
53 Solution Dynamics | 2024 Annual Report
Executive Remuneration
Executive remuneration at SDL comprises a fixed base salary, incentives and participation in a Share Option
Plan. The incentives are awarded based on targets agreed upon with the management team at the beginning of
the year, focusing on achieving specified earnings and sales targets.
Executives’ remuneration exceeding $100,000 annually, received in their role as employees during the year, is
disclosed on page 44 of this annual report.
Details of the SDL Share Option Plan are detailed in Note 5.3 of the 2024 Financial Statements.
Chief Executive Officer Remuneration
The review and approval of the CEO’s remuneration is the responsibility of the Board. The CEO’s remuneration
comprises a fixed base salary and an annual bonus that is structured based on meeting various tiers of
EBITDA.
The CEO’s remuneration for FY 2024 can be summarised as follows:
Description(USD000’s)
Base salary$283
Maximum incentive (1)$185
Total on Target Earnings$468
This includes an assessed share option cost (refer note 5.3) and a performance incentive based on Company earnings paid
annually in arrears.
Principle 6 – Risk Management
Directors are expected to possess a thorough
understanding of the significant risks faced by the
issuer and the methods to mitigate them. The Board
should regularly verify that the issuer has appropriate
processes that identify and manage potential and
material risks.
SDL is dedicated to proactive risk management.
While the entire Board holds responsibility for risk
management, and the Group’s internal control
system, the Audit and Risk Committee supports the
Board by providing additional oversight of the risk
management framework and majority compliance
with it.
The Board monitors the operational and
financial aspects of the Group and considers
recommendations from external auditors and
advisors on the risks that the Group faces.
The Board ensures that recommendations made
are assessed and appropriate action is taken
where necessary to ensure risks are managed
appropriately.
The Board’s approach to risk management is
incorporated into the Audit and Risk Committee
Charter, which can be found under Board
Governance on the Company’s website.
The Board entrusts the day-to-day management
of risk to the CEO. SDL’s management team is
responsible for consistently identifying the risks
impacting SDL’s operations and establishing
structures, practices and processes to manage and
monitor these risks.
The directors are responsible for ensuring that
adequate accounting records are maintained.
Additionally, they oversee the Group’s system of
internal and financial controls.
54 Statutory Information
Internal financial controls have been implemented
to reduce the risk of material misstatement.
Internal financial controls are implemented to
offer reasonable assurance rather than absolute
assurance against the occurrence of material
misstatements or loss.
No major breakdowns of internal controls were
identified during the year.
The Board is satisfied that SDL has established
a robust risk management process to identify,
manage and monitor SDL’s principal risks effectively.
SDL also maintains insurance policies deemed
sufficient to cover its insurable risks. Key financial
and non- financial risks are detailed in Note 6 to the
Financial Statements.
Health and Safety
The Board recognises that effective management of
health and safety is essential for the operation of a
successful business, and its goal is to prevent harm
and enhance the wellbeing of SDL’s employees and
contractors. The Board is responsible for ensuring
that the systems used to identify and manage health
and safety risks are fit for purpose, being effectively
implemented, regularly reviewed and continuously
improved.
SDL has a Health and Safety Charter which is
monitored by the management team. Health and
Safety reports, including incident reports, for SDL’s
business are included in the compliance section of
the Board papers.
Principle 7 – Auditors
The Board should ensure the quality and
independence of the external audit process.
The Board’s method for appointing and overseeing
the external auditor is outlined in SDL’s Audit and
Risk Committee Charter, available on the Company’s
website. The Charter is designed to uphold audit
independence is maintained, both in fact and
appearance, ensuring SDL’s external financial
reporting is viewed as being highly reliable and
credible.
The Audit and Risk Committee provides additional
oversight of the external auditor, reviews the
quality and cost of the audit conducted by external
auditors and serves as a formal communication
between the Board, the management team and the
external auditors. The Committee also assesses the
auditor’s independence on an annual basis. These
requirements are detailed in the Audit and Risk
Committee Charter.
For the financial year ended 30 June 2024, Grant
Thornton continued in their appointment as the
external auditor for SDL. Grant Thornton has
occupied that role since 2009. The audit partner
has been rotated in 2024 (the prior rotation was in
2021).
All audit activities at SDL are completely segregated
from any non-audit services, to uphold proper
independence. The fees paid to Grant Thornton
for audit are disclosed in Note 3.2 of the Financial
Statements.
Grant Thornton has provided the Board with written
confirmation that, in their view, they were able to
operate independently during the financial year.
Additionally, Grant Thornton attends the Annual
Meeting, and the lead audit partner is available
to answer questions from shareholders at that
meeting. In this capacity, Grant Thornton will attend
the 2024 annual meeting.
SDL’s Audit and Risk Committee oversees various
internal controls including those for computerised
information systems, security, business continuity
management, insurance, health and safety, conflicts
of interest, and fraud prevention and detection. SDL
does not have a dedicated Group internal auditor
role.
55 Solution Dynamics | 2024 Annual Report
Principle 8 – Shareholder Rights & Relations
The Board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the issuer.
The Board is committed to open dialogue and to
facilitating engagement with shareholders. SDL has
a calendar of communications for shareholders,
including but not limited to:
• Annual and Half-Yearly Reports
• Market announcements
• Annual Meeting
• Access to information through the SDL website
www.solutiondynamics.com
SDL maintains a comprehensive website which
provides access to key corporate governance
documents, copies of all major announcements and
Company reports.
Shareholders are encouraged to attend the Annual
Meeting and may raise matters for discussion at
the meeting. In accordance with NZX Corporate
Governance Code, the Board should ensure that
the notice of the Annual Meeting is posted to SDL’s
website as soon as possible and at least 20 working
days prior to the meeting. None the less, the Board
acknowledges that, due to an administrative
oversight, it was late in doing so in 2023.
Shareholders have the ultimate control in corporate
governance by voting directors on or off the Board.
Voting is by poll, upholding the ‘one share, one vote’
philosophy.
In accordance with the Companies Act 1993, SDL’s
constitution and the NZX Listing Rules, SDL refers
major decisions which may change the nature of
SDL’s business to shareholders for approval.
All shareholders are given the option to elect to
receive electronic communications from SDL. In
addition to shareholders, SDL has a wide range
of stakeholders and maintains open channels
of communication for all audiences, including
shareholders, brokers and the investing community,
as well as our staff, suppliers and customers.
56 Statutory Information
Company Directory
Nature of Business
Data management, electronic digital printing,
document distribution, web presentment and
archiving, fulfilment, print services, scanning, data
entry and document management.
Directors
John McMahon – Non-independent Chairman
Elmar Toime – Independent
Julian Beavis - Independent
Andy Preece – Independent
Lee Eglinton - Independent
Company Executives
Patrick Brand – CEO
Suzanne Watts – CFO & Company Secretary
Auditors
Grant Thornton New Zealand Audit Limited
152 Fanshawe Street, AUCKLAND
Bankers
ANZ National Bank Limited
9-11 Corinthian Drive, Albany, AUCKLAND
Legal Representative
Stephen Layburn
Commercial Barrister
Level 3, 175 Queen Street, AUCKLAND
Share Registry
Computershare Investor Services Level 2, 159
Hurstmere Rd, Takapuna
Private Bag 92119, Auckland Mail Centre
AUCKLAND 1142
Registered Office and address for service
18 Canaveral Drive, Albany
AUCKLAND
PO Box 301248, Albany
AUCKLAND 0752
Tel +64 9 970 7700
Solution Dynamics (International) Limited
Lancaster Court, 8 Barnes Wallis Road,
Fareham, PO15 5TU
Hampshire
UNITED KINGDOM
Tel +44 1489 668219
Solution Dynamics Incorporated
260 Madison Avenue, 8th floor
New York, New York 10016
UNITED STATES OF AMERICA
Tel: +1 (917) 319 5625
Déjar International Limited (non-trading)
18 Canaveral Drive, Albany
AUCKLAND
PO Box 301248, Albany
AUCKLAND 0752
Tel +64 9 970 7700
57 Solution Dynamics | 2024 Annual Report
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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