43’0” Pole Tip
34’6” XARM 8’
Annual Report
For the period ending 31 March 2022
ikeGPS Group Limited
Table of Contents
CEO and Chair Commentary
Brand, Product, and Technology
Overview
Management Team
Corporate Governance
Disclosures
Consolidated
Financial Statements
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10
22
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CEO and Chair Commentary
FY22 - Year in Review
Alex Knowles
Chair and Non-Executive Director
Glenn Milnes
CEO & Managing Director
FY22 was a strong growth period for IKE in relation to our financial
performance, market development, and product development.
Entering FY23, our signed contract backlog is strong (at >$20m at
the time of writing), and our balance sheet is healthy. Our market
in the North American electric utility and communications sector
is stronger than ever in terms of expected ongoing demand for
productivity solutions like ours. Our focus on building a recurring
(subscription) and re-ocurring (transactional) business model along
with continued development of product capability, translates to high
visibility into higher-quality revenue
Despite current valuation headwinds in the public capital markets for
technology companies, we are optimistic about our growth and value
creation prospects for FY23 and beyond.
Financial
Performance Highlights
We were pleased to hit all key growth targets through the
period. Highlights include:
+ FY22 revenue of ~$16m (+71% vs. PCP).
+ 2H FY22 revenue of ~$10.3m (+108% vs. PCP)
+ FY22 Subscription and Transaction revenue of ~$12.m (+73% vs. PCP). ~75% of
IKE’s revenue in FY22 came from these recurring and re-occurring sources.
+ FY22 signed contracts of ~$26m (+122% vs. PCP).
+ FY22 gross margin of ~$9.9m (PCP of $5.9m), with FY22 gross margin
percentage of 62% (PCP of 64%).
+ FY22 EBITDA loss of ~$5.3m (PCP -$5.5m)
+ FY22 Net Loss of ~$7.9m (PCP -$7.5m)
+ 2H FY22 Net Loss of ~$1.7m (PCP -$5.0m)
+ Total cash and receivables 31 March 2022 of ~$29.4m, comprised of
$24.4m cash and $5m receivables. This is approximately the same
total position as of December 2021. No debt.
Quarterly signed contracts
and relationship to timing for
recognized revenue ($NZ$)
Takeaways
+ This chart shows the approximate nine-
month correlation between the timing of
signed contracts and subsequent timing
to recognized revenue levels. The reason
for this timing lag is that subscription and
transaction contracts are recognized and
delivered over time (normally 12 months),
based on the usage of IKE products.
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2022 ikeGPS Annual Report
5
2022 ikeGPS Annual Report Operating Scale
From an operating perspective, the broader IKE team grew from
approximately 50 to 85 full time employees. IKE expects that its revenue
and margins will continue grow faster than operating expenses, however
this growth of outside plant experts across the team is important such
that IKE can optimally deliver account management, support, and
deployment into a customer base that includes some of the largest
infrastructure companies in North America.
Leadership Team Development
From a leadership team perspective, the FY22 period saw a deepening of
the leadership group with appointments including Lydia Siloka as Head of
People, Jareth Rossing as Head of Engineering and CIO, Jonathan Brigham
as Director of Operations, and Stephen Fairbrother promoted to Chief
Financial Officer.
Board Development
From a Board perspective, the FY22 period saw the appointment of Eileen
Healy as non-executive director. Eileen is based in San Francisco and joins
IKE with considerable industry experience as the founder of two high-
growth technology companies that served tier-1 infrastructure companies
across the US electric utility and communications market. The period also
saw Rick Christie, chairman of IKE since its NZX listing, stand down from
the role and replaced by LA-based Alex Knowles. Rick continues as a non-
executive director however IKE’s leadership team and the Board would
like to again thank Rick for his considerable work and contribution to the
company as Chair since its earliest days.
Communications &
Utility segment
Takeaways
+
+
IKE has delivered 48% CAGR of recurring
subscription and reoccurring transaction
revenues (shown by the Green and Blue
segments in this chart).
IKE’s revenue mix has continued to shift
positively over the past four years because
of the investment into extending its
software products.
+ This is an important trend in terms of
increased revenue quality that will underpin
predictable growth as IKE continues to
execute on its solution and Pole OS™
strategy.
Customer and market commentary
+ IKE targets North America’s ~3,000 electric utilities, ~200 communications
companies, and their more than 2,000 engineering service providers. Once a
customer, our objective is to embed and expand the use of its software inside
of these large enterprise and infrastructure accounts.
+ We have approximately ~350 accounts today, or ~5% of the total number of potential
customers in North America, pointing to the large, long-term growth opportunity and TAM.
+ Importantly, our products are relevant to several unglamorous but large
macro-market tailwinds, including:
+ More than US$350B is forecasted to be invested into fiber and 5G infrastructure over the
next five-plus years by fiber and communications companies.
+ An additional US$60B of investment into rural broadband network development as part of
the Biden administration’s $1 trillion infrastructure bill.
+ More than 3,000 electric utilities are needing to address the challenges of network
hardening, development, and maintenance over the coming ten-plus years. Further
pressures on electric utilities include the regulatory requirement to allow communications
companies to attach their fiber and 5G networks onto their power assets and an aging
workforce that is driving a need to introduce technology to replace people.
+ Our products are designed to deliver network engineering outcomes that are
faster, safer, and to a higher quality (digitized) data standard.
+ Macro risks do continue to be present, in particular the long-tail impacts of
COVID-19 on global supply chains. For IKE, this continues to present ongoing
challenges to reliably source and produce its IKE field tools in the face of
increasing demand.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report Conclusion
Pleasingly, the momentum outlined above has continued into Q1 of FY23.
As referenced, our balance sheet is strong. In Q4 of FY22, we operated on a neutral
basis maintaining a cash & receivables position of ~$29m, demonstrating the operating
leverage in the business as revenue scales without the requirement for significant
increases in our cost base.
Our infrastructure-oriented customer base remains sticky. We believe the next 10 to
20 years will see increasing levels of investment into distribution network development
across North America, which is the engineering work where IKE delivers productivity
outcomes. We seek to build a decades-long relationships with these defensive
customers. We are still very early in terms of market penetration and are excited about
the potential to create value for our customers and shareholders in the years ahead.
Thank you for your support.
Sincerely,
Alex Knowles
Chair and Non-Executive Director
Glenn Milnes
CEO & Managing Director
Outlook
The level of signed contracts in the year to March 2022 of ~$26m provides the foundation
for strong potential revenue growth in FY23. Our sales pipeline has also continued
to develop robustly. This pipeline consists of opportunities to expand within existing
customer accounts, noting the majority of IKE’s FY22 revenue performance came from
growing existing customers and from opportunities to win new enterprise accounts.
Our focus for FY23 continues on four core themes:
+ The delivery of signed contracts in the backlog. IKE expects ~$15-17m of the signed contract
backlog in place today to be recognized in the FY23 period, noting that these signed contracts
are based on our customers delivering network projects and that the timing of the associated
revenue depends on this customer execution.
+
In addition to the delivery of the backlog above, to close and recognize revenue in FY23 from
new contracts.
+ To continue to build out sales and delivery capability. IKE serves some of the largest
infrastructure and engineering groups in North America, and it is important to have the
right scale of people and processes to optimize customer experience, that in turn underpins
account growth and long-term customer relationships.
+ To continue to enhance its three software products via software engineering and user
experience enhancements. This product development will focus on automation and analytics
capability so as to deliver more productivity & value to customers and to increase ARPU.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report Growth of our brand
We're IKE, the PoleOS™ Company
Brand, Product, and
Technology Overview
"We're IKE, The PoleOS™ Company" is our tagline which symbolizes our goal to be the underlying
platform standard in the North American market to enable telecommunications, electric utilities, and
engineering service companies as it relates to their pole & outside plant infrastructure projects.
Watch our “IKE Field to Office” video to see our brand in action >
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2022 ikeGPS Annual Report IKE Office
Product & Technology
The IKE Office solution continues to grow in software features and benefits for field-to-office
collaboration. This cloud platform enables customers to measure and manage pole projects and
data quickly and efficiently while allowing them to export IKE Records to their native systems.
Today, more than 300 enterprise customers across North America trust the IKE Office solution.
The payment model is via an annual subscription plus transaction fees.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report IKE Structural - PoleForeman and SagLine
Product & Technology
IKE's PoleForeman and Sagline product is one of the most trusted software tools used by engineering
designers at electric utilities, telecom groups, and engineering service providers who want accurate
and consistent analysis that enforces company-specific standards and compliance with minimum NESC
requirements. Today, five of the ten largest electric utilities in North America rely on PoleForeman and
SagLine for their distribution network design. The business model is an annual subscription.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report 150614
Owner - BC Utility
Pole Height
40.00 ft
No Violations
50kV Transformer
CATV Amplifier - FiberCOM
IKE Insight
Product & Technology
With the IKE Insight solution, customers gain actionable insights from bulk data and images
using Artificial Intelligence and predictive analytics. Applications include National Electric
Safety Code violation assessment, Joint Use assessment, As-built assessments for future
network change detection, Right-Of-Way safety and compliance assessment, and others.
The business model is a subscription plus transaction fees.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report Heights of Attachment (HOA)
Pole Load Analysis (PLA)
PoleForeman
Pole Data
Pole Length/Class
55/2 Wood
Wood SYP ANSI 05.1
Pole Setting Depth
Soil Classification
None
Elevation
NESC Loading District
Heavy
Medium
Light
Ice
Wind
NESC Construction Grade
Grade B
Grade C (Crossing)
Grade C (Elsewhere)
Pole Top Extension
8
0
8
8
Make Ready Recommendations (MRR)
IKE Office
Blanding St. Collection
42’8” - 1395
Pole 1395
Pole 1396
Pole 1397
Pole 1398
Pole 1399
Pole 1400
Pole 1401
36’4” - 1/0 ACSR
ID
1395
Tag Photos
2
Type
Wood > 3 > 45˚
Location
Longitude 33.4124433
Latitude
-84.8189015
Altitude
239.60
IKE Photo
2
Power
Primary Circut #1
1/0 ACSR
Phase A Height
36’4”
Secondar Circut #1
1/0 ACSR
Phase A Height
Measure
Communications
Communications #1 1.00” CATV
Height of Attach.
Measure
IKE Analyze
Product & Technology
This year, IKE Analyze processed more than 400,000 poles resulting in engineering records in the
form of IKE records for 1. Heights of Attachment (HOA), 2. Pole Load Analysis (PLA), and 3. Make
Ready Recommendations (MRR). IKE Analyze customers typically enjoy more than a 50% reduction
in project costs for pole audits, make-ready engineering, and permit application processes. The
business model is via transaction fees.
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2022 ikeGPS Annual Report2022 ikeGPS Annual ReportBlanding St. CollectionIKE OfficePole 1395Pole 1396Pole 1397Pole 1398Pole 1399Pole 1400Pole 14011395ID2Tag PhotosWood > 3 > 45˚TypeLongitude33.4124433-84.8189015Latitude239.60AltitudeLocation2IKE PhotoPowerCommunicationsPrimary Circut #11/0 ACSRPhase A Height 36’4”Secondar Circut #11/0 ACSRPhase A Height MeasureCommunications #11.00” CATVHeight of Attach.Measure IKE University
Product & Technology
IKE University has become a universal training asset for IKE Customers. Customers
consume content via video and instructor-led channels. More than 3,000 engineers
across the industry in North America have become certified IKE experts through the
IKE University curriculum. The business model is via per-course fees.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report Management Team
Glenn Milnes
Chief Executive Officer & Managing Director
Lydia Siloka
Head of People
Lydia joined IKE in the second half of 2020 to lead our
people function and drive employee engagement. Lydia
joins IKE having been in People leadership positions across
a range of international and growth businesses including as
Senior People Manager at Amazon, Country People Director
at Thales Digital and Security, HR Manager, South Africa for
Teleperformance, and a HR leader at Victoria University.
Glenn Milnes is the CEO and managing director at ikeGPS,
where he is accountable for the company’s overall strategy,
performance, and growth. Glenn joined ikeGPS following
more than a decade of leadership roles at organizations
including International Communications group, Cable &
Wireless International, London, where he oversaw a group
of more than 30 fixed and wireless businesses, and No.
8 Ventures.
Before entering the business world, Glenn played
professional cricket in New Zealand, England, and The
Netherlands, representing New Zealand at various levels.
Glenn holds an MBA with Distinction from Imperial College
London, a Bachelor of Science with First-Class Honors
from Oxford Brookes University and a Bachelor of Physical
Education from the University of Otago.
Malcolm Young
Senior VP Structural Analysis and Head of PoleForeman
Jareth Rossking
Head of Engineering
As VP of Structural Analysis Malcolm is responsible for
the development and delivery of IKE’s structural analysis
products and for the quality control function for IKE
Analyze. Prior to joining IKE, Malcolm was founder and
president of PowerLine Technology – the developer of
IKE’s PoleForeman product – where he built the company
to the position of having some of the largest investor-
owned utilities in North America as embedded customers.
Before that Malcolm held senior engineering management
positions at Alabama Power. Malcolm is a qualified
structural engineer and is considered to be one of the
preeminent thought leaders in the U.S.A. market related to
power poles and a structural analysis.
Jareth leads our engineering teams across the IKE Office,
IKE Structural (PoleForeman), and IKE Insight solutions. He
has 10+ years of experience in the information technology
industry specializing in the utility sector. Jareth started
his career as a software developer and grew into the Head
of Engineering role at AgilityCIS, where his team consisted
of 75 developers working across a number of countries
and timezones.
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2022 ikeGPS Annual Report Chris Ronan
Chief Marketing and Brand Officer
Chris is IKE’s Chief Marketing Officer where he is
accountable for IKE’s marketing, communications,
brand, and customer experience. Prior to joining IKE, as
the founder & president of two leading North American
digital marketing agencies, Chris led marketing and brand
initiatives for some of the world’s leading companies
including Ford Motor Company, Dell, Air New Zealand,
Emirates Team New Zealand, and SouthWest Airlines among
others, helping these businesses shape their identities and
tell their stories. Before entering the world of commerce
Chris was a semi-professional road cyclist.
Chris DeJohn
Senior Vice President of Sales and Business Development
Chris brings a wealth of experience in the enterprise and
telecommunications market, having participated in the
emergence and transformation of some of the largest
data, cellular, and voice network infrastructure in the world
throughout his career. He has seen how modernization and
economics fundamentally changed with the application
of new technologies. With the nation’s utility industries
on the verge of a similar radical shift, Chris helps lead
IKE’s application of our cutting edge technology to guide
customers in navigating this evolution.
Corporate Governance
Leon Toorenburg
Chief Technology Officer
Stephen Fairbrother
Chief Finance Officer
Leon Toorenburg is the Chief Technology Officer at ikeGPS,
where he leads the research department to investigate
how to leverage new technologies to simplify and speed up
ikeGPS customers’ workflow.
Leon is the founder of ikeGPS and has been instrumental
in the development of all ikeGPS’ products. He holds
numerous U.S. and international patents on measurement
technologies. Leon holds a Bachelor of Science from
Victoria University and Bachelor of Engineering with honors
from Canterbury University.
Stephen is the Chief Finance Officer at ikeGPS, where
he is responsible for ensuring the financial integrity of
IKE as it scales to meet customer demand and overall
growth. Stephen works closely with all business functions
to support their finance needs for their areas of focus in
the business. Stephen holds a commerce degree from
Victoria University of Wellington. and is a Chartered
Accountant, Australia – New Zealand. He has more than
ten years of experience working alongside and within
growth businesses including several high-performing cloud
platform businesses.
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2022 ikeGPS Annual Report Board of Directors
Alex Knowles
Chair & Director
Glenn Milnes (MBA (Dist.), BSc (Hons), B PhD)
CEO & Managing Director
Appointed as a director in 2011 and Chair 2021
Appointed as a CE0 and Managing Director in 2013
Alex has investing and operating experience with
international companies in the information technology
and transportation industries. Based in Los Angeles,
he was formerly Chief Operating Officer of the largest
international freight forwarder and small parcel
consolidator in the U.S.
Glenn Milnes is the CEO and Managing Director at
ikeGPS, where he is accountable for the company's
overall strategy, performance, and growth. Prior to
leading ikeGPS, Glenn previously held senior executive,
strategy and corporate development positions in
the Communications industry with Cable & Wireless
International, and No 8 Ventures.
Eileen Healy (BS Electrical Engineering)
Independent Director
Appointed as a director in 2021
Serial entrepreneur of two high-tech startups
addressing the U.S. communications market including
Healy & Co, providing outsourced engineering to the
U.S. utility market. Customers include AT&T Mobility,
T-Mobile, Vodafone, Verizon Wireless, Frontier
Communications, and FirstNet. She also founded and
sold Telecompetition Inc., a data analytics company.
Healy & Co’s current contracts include the build of a
greenfield 5G network using ORAN (Open Radio Access
Network) across all of the U.S. for a major mobile
network operator and the transition of a 4G network
from Los Angeles County to AT&T Inc.
Rick Christie (MSc (Hons) Chemistry)
Independent Director
Appointed as a director and Chair in 2014
(Chair from 2014 - 2021)
Rick Christie is the former Chair of Ebos Group, where
he was Chair through much of its growth to become a
$7B+ business today. He has experience on a number
of other major boards, including TVNZ. Rick was
previously CEO of investment company Rangatira Ltd
and had 20 years of executive management experience
in the international oil and gas industry.
Mark Ratcliffe
Independent Director
Appointed as a director in 2020
Fred Lax (MSEE AND BSEE)
Independent Director
Appointed as a director in 2014
Mark was the founding CEO of Chorus New Zealand
from 2007 to 2017 where he led the deployment of New
Zealand’s national fiber network. Prior to Chorus Mark
was CIO and COO of Spark (formerly Telecom NZ). Prior
governance roles include Director of 2 Degrees from
2017 to 2020. The majority of his current portfolio is in
the Infrastructure Sector and he is currently the Chair
of First Gas, Tuatahi Fast Fibre and a number of other
private and public sector boards.
Fred Lax is an executive leader with extensive global
experience in the telecommunications industry and
related technologies. Based in California, he is a former
director of NASDAQ listed Ikanos Communications Inc.
(acquired by Qualcomm Atheros), and former Chief
Executive Officer and President of NASDAQ listed
Tekelec, Inc.
ikeGPS Group Limited (“the Group”) is a New Zealand company. Its shares are quoted on the New Zealand Stock
Exchange (NZX) and Australian Securities Exchanges (ASX). The Group became a foreign exempt listed issuer on
the ASX in September 2016.
On our website: https://ikegps.com/investors/ you will find the following corporate governance documents
referred to in this section:
+ Constitution
+ Securities Trading Policy
+ Corporate Governance Code
+ Continuous Disclosure Policy
+ Code of Ethics
+ Diversity Policy
+ Nominations and Remuneration Committee Charter
+ Audit and Risk Management Committee Charter
Corporate governance statement
Under NZX Rule 3.7.1 and 3.8.1, NZX has a set of principles and recommendations, the NZX Corporate Governance
Code, that listed companies must report against. The overarching purpose of the NZX Code is to promote
good corporate governance. The Board considers that, as at 31 March 2022, the Company complies with the
recommendations set by the NZX Corporate Governance Code, except where it deems alternative measures are
more appropriate as disclosed.
Board composition and performance
Board composition
The structure of the Group’s Board and its governance arrangements are set out in the Company’s Constitution
and in the Board’s written Charter setting out the Board’s roles and responsibilities. The management and control
of the business of the Group are vested in the Board. The Charter sets out the matters reserved for our decision-
making, including (amongst other key matters) the establishment of the Company’s overall strategic direction
and strategic plans.
Management is responsible for implementing the strategic objectives, operating within the risk appetite the
Board has set, and for all other aspects of the day-to-day running of the Company.
The Board delegates the day-to-day leadership and management of the Company to the CEO. The delegations
are set out in the Board Charter and in a Delegated Authority framework, which also sets out authority levels for
types of commitments that the Company’s management can make.
The nominations and remuneration committee identifies and recommends to the Board individuals for
nomination as members of the Board and its Committees taking into account such factors as it deems
appropriate, including experience, qualifications, judgment, and the ability to work with other Directors.
Board meetings
Between 1 April 2021 and 31 March 2022, 8 Board meetings were held. All meetings were attended by all Directors
(or committee members) apart from one meeting in April where Bill Morrow was absent.
Board composition
The Board considers its composition in accordance with the institute of directors’ framework. The Directors
believe the respective skills and experience of individual Directors to be complementary, appropriate for the
Group, balanced, and reasonably diverse. The Group’s Directors have expertise and experience in strategy
development, executive leadership, acquisitions and divestment, technology, data, corporate responsibility,
governance, legal and regulatory matters, public policy, and finance (including the assessment of financial
controls). In accordance with the applicable listing rules, all directors are re-elected within three years or on the
third annual general meeting following their appointment.
26
27
2022 ikeGPS Annual Report2022 ikeGPS Annual Report Director independence
The Board Charter requires that at least two Directors be independent and sets out circumstances
in which a Director will not be regarded as independent.
The Board assesses Director independence against the criteria in the Charter. The Board consider
the following Directors to be independent at present, Rick Christie, Bill Morrow (resigned 30 April
2021), Mark Ratcliffe, Fred Lax, and Eileen Healy.
In October 2021, Alex Knowles was appointed as Chair during the year. At this time, Alex was
associated with the Bernie Knowles and MB Trust, which was a substantial product holding of the
company of 7.2%. As disclosed under Section 276 of the Financial Markets Conduct Act 2013, on 1
April 2022, the Trust transferred its shares to the TEK Trust, an entity not associated with Alex.
Diversity policy
The Group fosters an inclusive working environment that promotes employment equity and
workforce diversity at all levels, including within the executive team and Board. The Diversity
policy is available on the investor relations website.
A gender breakdown of Directors and officers of the Group and its subsidiaries as at 31 March
2021 and 31 March 2022 is detailed below. For the purposes of accurate disclosure, Glenn Milnes is
shown both as a Director and an officer.
2022
2021
5
1
2
-
6
-
2
-
Directors
Male
Female
Officers
Male
Female
Director training
Each Director undertakes appropriate education to remain current in how to best perform their
duties as Directors. Individual Directors maintain membership of relevant bodies such as the
Institute of Directors and receive information independently and from management in relation to
specific issues relevant to the Group, the markets in which it operates, or to NZX and ASX listed
companies generally.
Board performance
On a regular basis the Board reviews how it is performing. The review process comprises a group
self-evaluation relating to Board and committee composition and performance. The board will
next perform this process in July 2022. The Board believes this process is effective and believes
it helps to refine the Group’s strategy-setting processes and the information provided in Board
papers. Broadly, the Board is satisfied that the Board and its committees are operating well and
that the performance process used is both effective and suited to the company.
Remuneration
Remuneration of directors
Directors’ fees are currently set at a maximum of $324,500 for the non-
executive Directors. The actual amount of fees paid in the year up to 31 March
2022 was $319,417.
Directors' fees and other remuneration and benefits (including share option
expense) from the Company recognized in profit or loss during the accounting
period ended 31 March 2022 are as follows:
Each Director is separately entitled to be reimbursed for reasonable traveling,
accommodation, and other expenses incurred in performing their role
as a Director.
Director
Salary & Board Fees
Share Option Expense and other Benefits
Richard Christie
Eileen Healy
Alex Knowles
Frederick Lax
William Morrow
(resigned April 2022)
Mark Ratcliffe
Glenn Milnes*
Total
73,333
53,750
64,500
67,500
4,167
56,167
836,266
$1,155,683
93,556
102,196
93,556
93,556
158
53,380
286,783
$723,185
*Glenn Milnes received salary, STI, and entitlements in US$ as employee of ikeGPS Inc. The
remuneration shown above has been converted to NZ$ at the average rate for the month each
transaction took place. Glenn received no remuneration in his capacity as a Director of the Group.
No Director of either of the Group’s subsidiaries receives any remuneration in
that capacity.
Options granted to Directors are stated below in Directors’ relevant interests.
The total Directors remuneration pool for FY23 is set at $320,000. The last
increase in Directors’ fees was made with effect from February 2022.
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2022 ikeGPS Annual Report2022 ikeGPS Annual Report Chief Executive Officer (CEO)
The Company wants to:
+ Be recognized as a great place to work, and attract,
retain and motivate high-performing individuals.
+ Align employee incentives with the achievement of
good business performance and shareholder return.
+ Recognize and reward individual success while
encouraging teamwork and a high-performance
culture.
+ Be competitive in the labour market.
+ Be fair, consistent, and easy to understand.
Employee remuneration principles
The Group uses market data to determine
competitive salary and total remuneration levels
for all staff. The Group makes allowance for
individual performance, scarcity of skills, internal
relativities, and specific business needs. The Group
is operating in a growth industry and has a skilled and
mobile workforce.
All employees have fixed remuneration. Selected
employees have the potential to earn a Short Term
Incentive (STI) and Long Term incentive (LTI).
Glenn Milnes’s employment agreement for his role
as CEO commenced in July 2010. His agreement
reflects appropriate standard conditions for a CEO of
a listed company.
Glenn’s remuneration is a combination of fixed salary
and incentive arrangements. The incentives are a
Short Term Incentive (STI) component set at up to
50% of base salary, linked to specific financial and
non-financial targets set annually by the Board, and a
Long Term Incentive (LTI) component set at up to 50%
of base salary, in employee stock options.
Glenn’s base salary for the year to 31 March 2022
was US$400,000, and he received a bonus(STI) in
calendar 2021 of US$125,000.
Glenn had 1,239,000 employee stock options as of 31
March 2022 of which 539,000 [with an exercise price
of $1.06] was granted on 8 July 2021.
The remaining employee stock options have vesting
dates from 2020 to 2026. Vesting at each date is
dependent on him remaining an employee at the
applicable vesting date.
Remuneration of employees
The Group aims to have a remuneration framework
and policies to attract and retain talented and
motivated people.
Ethical Behaviour
Code of conduct
The Group has a Code of Ethics, setting out the
ethical and behavioural standards expected of
Directors and staff. Directors and staff are also
expected to uphold the Group's values.
Whistleblowing
The Group Code of Ethics includes specific direction
on action to be taken by a person who suspects a
breach of the Code.
Avoiding conflicts of interest
The Board is updated at each meeting on changes
in Directors’ interests and any potential conflicts.
The register records relevant transactions and
our disclosures of interests. A current listing of
Directors’ interests is found on page 36.
Trading in securities
The Groups Directors are restricted from trading in
the Group's shares under New Zealand law and by the
Group's Security Trading Policy. This policy applies
to both Directors and employees. The policy details
“blackout periods” where trading is forbidden, as well
as a process for authorization at other times.
Our Director's current shareholdings are set
out on page 37.
Committees
The Board committees review and consider in
detail the policies and strategies developed by
management. They examine proposals and make
recommendations to the Board. They don’t take
action or make decisions on behalf of the Board
unless specifically mandated to do so.
During the FY22 year, the Group’s standing Board
committees were the:
+ Audit & risk management committee
+ Nominations and Remuneration committee
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31
2022 ikeGPS Annual Report2022 ikeGPS Annual Report Audit & Risk Management (ARC) committee:
Fred Lax (chair), Mark Ratcliffe, Glenn Milnes
The committee members are independent Directors
with the exception of Glenn Milnes (executive
director). Due to the diversity of the business
operations, it is deemed appropriate that Glenn
Milnes is a member of the ARC. In accordance
with the NZX Code, the Audit & Risk Management
Committee is chaired by an Independent Director,
Fred Lax, who is not the Chair of the Board. Fred has
extensive governance experience and has been ARC
Chair with other public companies.
The committee’s Charter is set out on the investor
relations website. The committee met seven times
in the year to 31 March 2022. Management attends
meetings only at the committee's invitation, and
at least annually, the committee meets with the
external auditors with management excluded.
Reporting and disclosure
Financial reporting
The Board is responsible for ensuring the integrity
of the Group’s reporting to shareholders, including
for financial statements that comply with generally
accepted accounting practices. The Board’s ARC
oversees the quality, reliability, and accuracy of the
financial statements and related documents (the
ARC role is described fully in its Charter). In doing so,
the committee makes inquiries of management and
external auditors (including requiring management
representations) so that the committee can be
satisfied as to the validity and accuracy of all aspects
of the Group’s financial reporting.
The CEO and CFO certify to the Board that the
integrity of the financial statements is founded on
a sound system of risk management and internal
compliance and control.
Nominations and Remuneration committee:
Non-financial reporting
Eileen Healy (chair), Mark Ratcliffe, Fred Lax
The committee members are independent Directors.
The committee met on four occasions in the year
to 31 March 2022. This committee has oversight of
matters of recruitment, retention, and remuneration.
Other committee matters
The Board will occasionally appoint a committee of
Directors to consider or approve a specific proposal
or action if the timing of meetings or availability of
Directors means the matter cannot be considered by
the full Board. Their deliberations and decisions are
reported back to the Board not later than the next
meeting following.
Takeover protocol
The Board has decided not to establish a takeover
committee or protocols documenting the procedure
to be followed in the event it receives a takeover
offer. The Board has determined that due to
the current size and make-up of the Board, it is
sufficiently independent and can manage a takeover
process and any additional issues effectively as a
whole Board, should it arise.
The Group has not adopted a formal environmental,
social, and governance (ESG) reporting framework
at this time. The Group’s assessment of exposure
to non-financial risks, including economic,
environmental, and social sustainability risks,
is incorporated into the Comprehensive and Key
Risk assessments that we refer to under risk
management. The Group is predominantly an office-
based software company with minimal impact on
non-financial risks.
Disclosure to the market
The Group has a written disclosure policy – the
Continuous Disclosure Policy, found on the investor
relations site. It sets out requirements for full and
timely disclosure to the market of material issues so
all stakeholders have equal access to information.
The Board reviews and approves material
announcements. The Board specifically consider
with management at each Board meeting whether
there are any issues which might require disclosure
to the market under the NZX and ASX continuous
disclosure requirements.
Information for investors
Non-audit work
The Audit Independence Policy sets out restrictions
on non-audit work that the auditor can perform.
Shareholder rights and relations
The Group’s financial reports and corporate
governance documentation is available on the
group’s website https://ikegps.com/investors/.
The Group keeps shareholders informed through
periodic reporting to NZX and ASX and through its
continuous disclosure. The Group provides briefings
and presentations to media and analysts (which are
made immediately available on the investor relations
website) and communicates with shareholders
through periodic reports, annual shareholder
meetings, as well as through a range of releases
to media on matters which the company believes
will interest shareholders and members. The Group
encourages shareholders to refer to the investor
relations website and to receive annual and half-
year reports electronically. Still, hard copies of
the reports can readily be obtained from the share
registrar, Link Market Services Limited. The Group
takes care to write all shareholder communications
in a clear and straightforward way and to limit the
use of jargon.
The Group’s annual meeting will be held virtually
on Thursday, 29 September 2022. A notice of
the meeting and proxy form will be circulated
to shareholders closer to the time. The external
auditors, Grant Thornton, will respond to any
questions submitted prior to the meeting.
Risk management
The Group has an enterprise risk management
framework in place to identify, quantify and monitor
risks. That framework categorizes the enterprise
risks and sets out specific actions to effectively
manage each risk. Management reviews the
enterprise risk register. The Group doesn’t have an
internal audit function.
Health and Safety Risk
The Group values our people's health, safety, and
wellness, and we believe that everyone should be
able to work in an environment where risks are
managed and controlled. Management has adopted
health, safety, and wellness measures to address and
mitigate identified risks.
The Group is a relatively low-risk office-based
business. However, we do have employees
performing training and, in some instances, fieldwork
for customers. The Board is conscious of these risks
to employees and have viewed the actions currently
in place to mitigate these. The frequency of incidents
has been very low, so the Board has not required
LTIFR reporting to date.
Auditors
The Group has an external Auditor Policy that
requires the external auditor to be independent and
to be seen as independent. The Board is satisfied that
there is no relationship between the auditor and the
Group or any related person at this time that could
compromise the auditor’s independence. The Board
also obtained confirmation of independence formally
from the auditor. To ensure full and frank dialogue
amongst the ARC and the auditors, the auditor’s
senior representatives meet separately with the ARC
(without management present) at least once a year.
32
33
2022 ikeGPS Annual Report2022 ikeGPS Annual Report Disclosures
Audit Fees
The amounts payable to Grant Thornton as
auditor of the Group are as set out in Note 6 to the
financial statements.
Subsidiary company Directors
The following people held office as Directors of
subsidiary companies of the Group on 31 March 2022:
1.
ikeGPS Inc: Glenn Milnes
2.
ikeGPS Limited: Rick Christie
Dividends
As part of the Group's growth plans, dividends are
not currently paid, and the Board did not declare a
dividend in respect of the period ending 31 March 2022,
nor does it expect to declare any dividends during the
period ending 31 March 2023.
Net Tangible Assets
The Net Tangible Assets per security on 31 March 2022
was $0.16 (31 March 2021: $0.06).
NZX Waivers
There were no waivers obtained or relied on during the
period to 31 March 2022.
The Group’s officers as at 31 March 2022, and their
respective roles, were as follows:
Glenn Milnes, Chief Executive Officer
Stephen Fairbrother, Chief Financial Officer
Annual Meeting
The Group will hold a fully virtual Annual Meeting
of shareholders on 29 September 2022. A notice
of Meeting and Proxy Form will be circulated to
shareholders closer to the time.
35
2022 ikeGPS Annual Report Entries recorded in interests register
Statement of Directors’ relevant interests
The following are particulars of entries made in the Group’s interests register pursuant to section 140 of the
Companies Act 1993 for the period 1 April 2021 to 31 March 2022 (including in respect of those Directors who are
Directors of the Group’s subsidiaries).
Directors (including Directors of subsidiary companies) held the following relevant interests in equity securities
of the Group as at 31 March 2022.
Director
Interest
Declaration
Rick Christie - Independent Director
No conflicting interests
Solnet Group
National e-Science Infrastructure (NeSI)
Director
Chair
Institute of Directors National Council
Elected Member
Wellington Branch Institute of Directors
The Royal Society of NZ Endowment Trust
Glenn Milnes - CEO & Managing Director
Orange Sustainability Group Ltd
Alex Knowles - Chair
Alphian Investments Ltd
A Way To Move Inc
Xenon FS LLC
AWA Shipping / Intelligent SCM LLC
Epe Frame Metal Spa
Framemax Systems Inc
Climate Coatings Ltd
Bill Morrow - Independent Director (resigned 30 Apr 2021)
2019 Daisie Ltd
Chair
Chair
Director
Director
Director
Board Member
Board Member
Director
Director
Director
Director
No conflicting interests
No conflicting interests
No conflicting interests
Mark Ratcliffe - Independent Director
No conflicting interests
Mark Ratcliffe Consulting Ltd
Ratcliffe Barker Family Trust
First Gas and related companies; Gas Services Ltd, Gas Services NZ,
Midco Ltd, Gas Services SPV1 Ltd and Rock Gas Ltd
Kaibosh Charitable Trust
The Guildford Timber Company Ltd
WilliamsWarn NZ Ltd and WilliamsWarn Holdings Ltd
Te Aranga Alliance
Spencer Henshaw Ltd and subsidiary SW Scaffolding Ltd
Director
Trustee and
Beneficiary
Chair
Trustee
Chair
Chair
Chair
Chair
Tuatahi First Fibre Ltd and related companies; First Fibre Midco Ltd,
First Fibre BidCo Ltd, UFF Holdings Ltd
Acting Chair
Eileen Healy - Independent Director
No conflicting interests
Healy & Co
Eileen M Healy Revocable Living Trust
Director
Trustee
Quoted Shares
Richard Christie
Alex Knowles
Glenn Milnes
Frederick Lax
Eileen Healey
Mark Ratcliffe
Total
With beneficial
interest
As trustee or
associated person of
registered holder
Total number of
ordinary shares 31
March 2021
Unlisted options to
acquire ordinary share
301,307
-
1,071,920
494,828
-
-
1,868,055
-
11,522,503
120,300
-
-
163,964
11,806,767
301,307
11,522,503
1,192,220
494,828
-
163,964
299,999
300,000
1,239,000
300,000
250,000
350,000
13,674,822
2,738,999
Director share dealing
Date
Director
Registered holder /
Associated entity
Class of financial
product
Acquired /
(Disposed of)
Consideration
$
Notes
7/04/2021
7/04/2021
19/08/2021
3/09/2021
Glenn
Milnes
Rick
Christie
Alex
Knowles
Rick
Christie
Glenn Milnes
Ordinary shares
65,786
63,155
Rick Christie
Ordinary shares
109,342
104,968
BK and MK Trust
Ordinary shares
1,455,564
1,448,246
Richard Christie
Ordinary shares
10,000
10,000
Exercised
share option
Exercised
share option
Placement
participent
Share
purchase plan
Spread of security holders
Security holders as at 31 March 2022
Size of shareholding
Number of holders
% of holders
Total shares held
% of shares
1-1,000
1,001-5,000
5,001-10,000
10,001-50,000
50,001-100,000
Greater than 100,000
444
976
374
474
82
98
Total
2,448
18.14%
39.87%
15.28%
19.36%
3.35%
4.00%
100%
301,655
2,898,960
2,913,625
11,110,448
5,893,445
136,178,605
159,296,738
0.19%
1.82%
1.83%
6.97%
3.70%
85.49%
100%
36
37
2022 ikeGPS Annual Report2022 ikeGPS Annual Report Twenty largest registered shareholders
Employee Remuneration
As at 31 March 2022
Rank
Shareholder
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
David Jonathon Wilson & Nicola Jane Wilson
Douglas Irrevocable Descendants Trust, Douglas Family Trust
& K&M Douglas Trust
Mr Scobie D Ward
Naomi Knowles Lane & Veronica Paulina Lawrie
J P Morgan Nominees Australia Pty Limited
HSBC Custody Nominees (Australia) Limited
Forsyth Barr Custodians Limited
FNZ Custodians Limited
National Nominees Limited
Leveraged Equities Finance Limited
Accident Compensation Corporation
Cs Third Nominees Pty Limited
New Zealand Permanent Trustees Limited
Nzvif Investments Limited
Malcolm Young
New Zealand Depository Nominee
Hector Rex Nicholls & Kerry Leigh Prendergast
Dongwen Xiong
HSBC Nominees (New Zealand) Limited
20
Custodial Services Limited
Total
Substantial product holders
Holding
% total shares on issue
26,791,553
13,766,922
12,738,673
11,522,503
9,176,929
6,613,560
4,557,203
4,323,995
3,874,928
3,143,095
2,563,551
2,445,551
2,117,927
1,685,029
1,646,117
1,473,366
1,462,474
1,451,435
1,414,626
1,412,046
16.8%
8.6%
8.0%
7.2%
5.8%
4.2%
2.9%
2.7%
2.4%
2.0%
1.6%
1.5%
1.3%
1.1%
1.0%
0.9%
0.9%
0.9%
0.9%
0.9%
114,181,483
71.7%
According to notices given under the Securities Markets Act 1988 and the Financial Markets Conduct Act 2013 as
at 31 March 2022, the following were substantial product holders in respect of the 159,296,738 ordinary shares of
the Group on the issue as at 31 March 2022 (being the Group's only class of quoted voting securities):
Name
Shareholding
%
Nature of relevant interest
David Jonathan Wilson and Nicola Jane
Wilson
26,791,553
16.82%
Registered holder and beneficial owner of
financial products
Douglas Irrevocable Descendants Trust,
Douglas Family Trust & K&M Douglas Trust
13,766,922
8.64%
Registered holder and beneficial owner of
financial products
Scobie Ward
12,738,673
8.00%
Registered holder and beneficial owner of
financial products
Naomi Knowles Lane & Veronica Pauline
Lawrie
11,522,503
7.23%
Registered holder and beneficial owner of
financial products
The following table shows the number of current or former employees (excluding employees holding office as
Directors) who received remuneration and other benefits (excluding, non-cash share-based payments, and
payments made under an asset purchase agreement entered into as part of a business combination) in excess of
$100,000 from the subsidiary companies of the Group during the year ended 31 March 2022:
Band
Number of employees
Band
Number of employees
$100,000 to $109,999
$110,000 to $119,999
$120,000 to $129,999
$130,000 to $139,999
$140,000 to $149,999
$150,000 to $159,999
$160,000 to $169,999
$170,000 to $179,999
$180,000 to $189,999
$190,000 to $199,999
$200,000 to $209,999
$210,000 to $219,999
$220,000 to $229,999
$230,000 to $239,999
$240,000 to $249,999
$250,000 to $259,999
$260,000 to $269,999
$270,000 to $279,999
$280,000 to $289,999
$290,000 to $299,999
$300,000 to $309,999
$310,000 to $319,999
$320,000 to $329,999
$330,000 to $339,999
$340,000 to $349,999
$350,000 to $ 359,999
$360,000 to $ 369,999
7
5
3
7
5
1
2
1
1
2
-
2
1
1
-
2
1
-
-
-
-
1
-
-
1
4
-
$370,000 to $ 379,999
$380,000 to $ 389,999
$390,000 to $ 399,999
$400,000 to $ 409,999
$410,000 to $ 419,999
$420,000 to $429,999
$430,000 to $439,999
$440,000 to $449,999
$450,000 to $459,999
$460,000 to $469,999
$470,000 to $479,999
$480,000 to $489,999
$490,000 to $499,999
$500,000 to $509,999
$510,000 to $519,999
$520,000 to $529,999
$530,000 to $539,999
$540,000 to $549,999
$550,000 to $559,999
$560,000 to $569,999
$570,000 to $579,999
$580,000 to $589,999
$590,000 to $599,999
$600,000 to $609,999
$610,000 to $619,999
$620,000 to $629,999
$630,000 to $639,999
$640,000 to $649,999
Total
-
-
-
1
2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1
51
Donations
No member of the Group made any significant donations during the financial year. The Group undertakes regular
promotional sponsorship activity through a variety of channels.
38
39
2022 ikeGPS Annual Report2022 ikeGPS Annual Report Consolidated
Financial Statements
Year End // 31 March 2022
Independent Auditor's Report
Consolidated Statement of Profit or Loss and other Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
41-44
45
46
47
48
49-74
Independent auditor’s report
To the shareholders of ikeGPS Group Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of ikeGPS Group Limited (the Company), including
its subsidiaries (the Group) on pages 45 to 74 which comprise the consolidated statement of financial
position as at 31 March 2022, and the consolidated statement of profit or loss and other comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the Group as at 31 March 2022 and of 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.
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 Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics Standards Board for
Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, the Group.
Other matter
The consolidated financial statements of the Group for the year ended 31 March 2021 were audited by another auditor who
expressed an unmodified opinion on those statements on 29 June 2021.
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 year. 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.
Description of the key audit matter
How our audit addressed the key audit matter
Impairment assessment and the carrying value of
assets
As disclosed in Note 3, Significant accounting policies, the
Group has undertaken an assessment of the carrying value
of its assets including intangible assets on an annual basis
in accordance with NZ IAS 36 Impairment of Assets. The
continued losses from ike products and services and
identified cash generating units (CGUs) are indicators of
impairment. In addition, certain CGU’s hold intangible
assets under development that are not yet ready for use,
and accordingly these CGU’s are also assessed for
impairment.
The impairment assessments were a key audit matter due
to the materiality of the assets, the risk of impairment, and
the significant level of judgement applied in estimating future
cash flows and other key assumptions in determining the
recoverable amount of a CGU.
To determine whether the carrying value of assets including
intangibles is reasonable, management performed an
impairment assessment on a value-in-use (VIU) basis for its
four CGUs:
•
ike core platform, development assets, property, plant
and equipment, leased assets and working capital
(CGU1).
• Spike inventory, development assets and Software
Development Kit (CGU2).
• Pole Forman software, customer contracts and
relationships and training materials (CGU3); and
• Visual Globe software, customer relationships and
goodwill (CGU4).
These assessments were based on discounted cashflow
models using the Board approved budget for the year
ending 31 March 2023 and then extrapolating cash flows for
subsequent years. The Board approved budgets have been
adjusted to meet the requirements of NZ IAS 36 Impairment
of Assets.
Key assumptions for CGU1 include:
We performed procedures to evaluate and challenge the
Group’s determination of CGUs. This included reviewing
internal management reporting to assess the level at which
the Group monitors performance, comparing CGUs to our
knowledge of the Group’s operations and reporting systems,
and reconciling assets allocated to CGUs to accounting
records.
We obtained management’s impairment assessments and
tested the mathematical accuracy of the VIU calculations.
We considered and challenged key assumptions and used
our internal valuation experts to assess the valuation
methodology’s compliance with NZ IAS 36, and the
appropriateness of the post-tax discount rates and terminal
growth rates, based on their experience and external
evidence.
We compared the forecast cash flows used for the year
ending 31 March 2023 to the Board approved business plan:
•
•
•
•
For CGU1, we also compared historical performance
against budget, investigated material differences and
considered the impact on future cash flow forecasts.
For CGU2, we made specific considerations of historic
sales volumes over the previous three years and
management plans for the Spike product line.
For CGU3, we obtained management’s assessment of
impairment and we assessed whether this assessment
was consistent with our understanding of the operations
and environment of the business and checked for the
existence of any external sources of information. We
also evaluated whether intangible assets that were not
ready for use should be part of the CGU and
impairment tested accordingly.
For CGU4, we considered the financial performance of
the CGU since acquisition to determine whether this
was consistent with forecast performance assessed at
acquisition date. We also reviewed the contingent
consideration regarding CGU4 due to the vendor based
on forecast revenue milestones that align to projections
used in the VIU calculations for CGU4.
• Average forecast annual revenue growth of 31%.
We concur with management’s assessment that:
• A growth rate of 2% to determine the terminal value;
and
• A pre-tax discount rate of 16.4%.
Key assumptions for CGU2 include:
• Forecasted annual growth of 5% year-on-year in sales
volumes
• A remaining useful life of five years with no terminal
value; and
•
•
The recoverable amounts of CGU1, CGU3 and CGU 4
are in excess of their carrying values; and
The carrying value of CGU2 is impaired by $0.1 million
based on management’s VIU calculations.
We audited the disclosures in the consolidated financial
statements to ensure they are compliant with the
requirements of the relevant accounting standards.
• A pre-tax discount rate of 13.5%.
Key assumptions for CGU3 include:
• Average forecast annual revenue growth of 10%
• A growth rate of 2% to determine the terminal value;
and
• A pre-tax discount rate of 14.4%.
Key assumptions for CGU4 include:
• FY23 growth of 433%;
• Average annual revenue growth of 75% over the
following four years;
• A growth rate of 2% to determine the terminal value;
and
• A pre-tax discount rate of 33.6%.
Based on management’s assessments, an impairment of
$0.1 million was recognised in respect to CGU2 and
attributed to development assets.
Refer to notes 3 and 12 in the consolidated financial
statements for disclosures on the impairment assessment of
the carrying value of assets.
Information Other than the Financial Statements and Auditor’s Report thereon
The Directors are responsible for the other information. The other information comprises the information included in the Annual
Report but does not include the consolidated financial statements and our auditor’s report thereon. The Annual Report is
expected to be made available to us after the date of this auditor’s report.
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
identified above when it becomes available 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.
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 New Zealand equivalents to International Financial Reporting Standards issued by the New
Zealand Accounting Standards Board, 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 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 consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes 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://www.xrb.govt.nz/standards/assurance-standards/auditing-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
B R Smith
Partner
Wellington
30 May 2022
Consolidated statement of profit or loss and other
comprehensive income
Continuing operations
Operating revenue
Cost of revenue
Gross profit
Other income
Foreign exchange gains/(losses)
Movement of fair value assets and liabilities
Total other income, gains, and losses
Support costs
Sales and marketing expenses
Research and engineering expenses
Corporate costs
Expenses
Operating loss
Net finance (expense)/income
Net loss before income tax
Income tax (expense)/credit
Loss attributable to owners of ikeGPS Group Limited
Other comprehensive loss
Exchange differences on translation of foreign operations
Comprehensive loss
Note
5
5
6
7
Year ended 31 March
Group
2022
NZ$'000
15,965
(6,077)
9,888
65
446
1,269
1,780
(452)
(6,467)
(5,825)
(6,712)
(19,456)
(7,788)
(69)
(7,857)
-
(7,857)
2021
NZ$'000
9,324
(3,403)
5,921
915
(553)
(178)
184
(428)
(5,556)
(2,394)
(5,165)
(13,543)
(7,438)
(55)
(7,493)
-
(7,493)
(49)
(7,906)
(972)
(8,465)
Basic and diluted loss per share
19 $
(0.05) $
(0.06)
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
45
Consolidated statement of changes in equity
Balance at 1 April 2020
Net loss for the year after tax
Currency translation differences
Total comprehensive loss for the year
Transactions with owners:
Issue of ordinary shares from share placement
and share purchase plan
Recognition of vesting of share-based options
Issue of shares from exercise of share options
Share-based options forfeited during the year
E quity movements arising from business
combinations
Total transactions with owners
Balance at 31 March 2021
Balance at 1 April 2021
Net loss for the year after tax
Currency translation differences
Total comprehensive loss for the year
Transactions with owners:
Issue of ordinary shares from share placement
and share purchase plan
Recognition of vesting of share-based options
Issue of shares from exercise of share options
Share-based options forfeited during the year
E quity movements arising from business
combinations
Total transactions with owners
Balance at 31 March 2022
Share
capital
NZ$'000
61,498
-
-
-
Accumulated
losses
NZ$'000
(52,324)
(7, 493)
-
(7,493)
Share-
based
payment
reserve
NZ$'000
753
-
-
-
Foreign
currency
translation
reserve
Total
NZ$'000 NZ$'000
10,308
(7, 493)
(972)
(8,465)
381
-
(972)
(972)
18, 465
-
446
523
-
-
-
-
-
-
656
(311)
(36)
116
-
18, 465
-
-
-
-
656
135
(36)
639
19,434
80,932
-
(59,817)
425
1,178
-
(591)
19,859
21,702
Share
capital
NZ$'000
80,932
-
-
-
Accumulated
losses
NZ$'000
(59,817)
(7, 857)
-
(7,857)
23, 130
-
204
-
485
-
-
-
-
-
23,819
104,751
-
(67,674)
Share-
based
payment
reserve
NZ$'000
1,178
-
-
-
-
1, 595
(204)
(55)
254
1,590
2,768
Foreign
currency
translation
reserve
Total
NZ$'000 NZ$'000
21,702
(7, 857)
(49)
(7,906)
(591)
-
(49)
(49)
-
-
-
-
-
23, 130
1, 595
-
(55)
739
-
(640)
25,409
39,205
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
46
Consolidated statement of financial position
ASSE TS
Current assets
Cash and cash equivalents
Trade and other receivables
Prepayments
Contract costs
Financial instruments
Inventory
Total current assets
Non-current assets
Property, plant, and equipment
Intangible assets
Inventory
Lease assets
Total non-current assets
Total assets
LIABILITIE S
Current liabilities
Trade and other payables
E mployee entitlements
Provision
Other liabilities
Lease liabilities
Deferred income
Total current liabilities
Non-current liabilities
Other liabilities
Lease liabilities
Deferred income
Total non-current liabilities
Total liabilities
Total net assets
E QUITY
S hare capital
S hare-based payment reserve
Accumulated losses
Foreign currency translation reserve
Total equity
As at 31 March
Group
Note
2022
2021
NZ$'000
NZ$'000
8
9
10
11
12
10
13
14
24
15
13
5
15
13
5
18
21
24, 354
4, 959
1, 284
191
33
1, 003
31,824
1, 803
14, 135
269
210
16,417
48,241
1, 756
676
40
2, 651
232
3, 575
8,930
-
-
106
106
9,036
39,205
11, 342
2, 630
254
-
-
798
15,024
1, 053
13, 845
352
434
15,684
30,708
960
303
711
3, 894
339
2, 449
8,656
148
174
28
350
9,006
21,702
104, 751
2, 768
(67, 674)
(640)
39,205
80, 932
1, 178
(59, 817)
(591)
21,702
Director
Date: 30 May 2022
Director
Date: 30 May 2022
NZ (New Zealand Time)
NZ (New Zealand Time)
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
47
Consolidated statement of cash flows
Cash flows from operating activities
Cash receipts from customers
Cash paid to suppliers and employees
Payment of low value and short term leases
Paycheck protection programme payments
Interest paid
Net cash used in operating activities
Cash flows from investing activities
Purchases of property, plant, and equipment
Additions to intangible assets
Purchase of assets in business combination
Purchase of financial instruments
Interest received
Net cash used in investing activities
Cash flows from financing activities
Payment of principal portion of lease liabilities
Exercising of share options
Proceeds from issuance of shares
Net cash from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 April
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents
Note
13
8
Year ended 31 March
Group
2022
NZ$'000
14,784
(21,289)
(28)
-
(69)
(6,602)
(1,761)
(1,821)
-
(106)
-
(3,688)
(308)
-
23,130
22,822
12,532
11,342
480
24,354
2021
NZ$'000
8,611
(12,869)
(59)
838
(63)
(3,542)
(844)
(1,192)
(4,600)
-
8
(6,628)
(271)
135
18,495
18,359
8,189
4,327
(1,174)
11,342
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
48
Notes to the consolidated financial statements for
the year ended 31 March 2022
1. Reporting Entity
ikeGPS Group Limited is a limited liability company domiciled and incorporated in New Zealand, registered under
the Companies Act 1993 and listed on the New Zealand Stock Exchange (‘NZX’) and Australian Securities
Exchange (‘ASX’). It is an FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013. The
consolidated financial statements for the year ended 31 March 2022 comprise ikeGPS Group Limited and its
subsidiaries (together referred to as the ‘Group’), which comprises of ikeGPS Limited (‘ikeGPS Ltd’) and ikeGPS
Incorporated (‘ikeGPS Inc’).
The principal activity of the Group is that of design, sale, and delivery of a solution for the collection, analysis,
and management of distribution assets for electric utilities and communications companies.
The consolidated financial statements were authorised for issue by the Directors on 30 May 2022.
2. Basis of preparation
The consolidated financial statements for the year ended 31 March 2022 have been prepared in accordance
with the requirements of the Companies Act 1993 and Financial Reporting Act 2013.
The consolidated financial statements of the Group have been prepared in accordance with New Zealand
Generally Accepted Accounting Practice (‘NZ GAAP’). The Group is a for-profit entity for the purposes of
complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents to
International Financial Reporting Standards (‘NZ IFRS’), other New Zealand accounting standards and
authoritative notices that are applicable to entities that apply NZ IFRS. The consolidated financial statements
comply with International Financial Reporting Standards (‘IFRS’).
The consolidated financial statements have been prepared on the historical cost basis, except for certain
financial assets and liabilities that have been measured in accordance with the specific relevant accounting
policy.
All amounts are shown exclusive of Goods and Services Tax (‘GST’) and other indirect taxes, except for trade
receivables and trade payables that are stated inclusive of GST and Sales Taxes.
Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls
an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and
can affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the date that control ceases.
New and amended standard and interpretations
There are no new standards or interpretations material to the Group to be applied during the year. The Group
does not anticipate adopting any standards prior to their effective date. There are no standards or amendments
that have been issued but not yet effective that are expected to have a material impact on the Group.
3. Significant accounting policies
Significant accounting policies, accounting estimates, and judgments that summarise the measurement basis
used and are relevant to the understanding of the financial statements are provided throughout the
accompanying notes.
49 Notes to the consolidated financial statements for
the year ended 31 March 2022
3. Significant accounting policies (continued)
The material judgments and estimates used in preparation of the consolidated financial statements are outlined
below.
Going concern
The considered view of the Board Directors is that the going concern assumption is valid. This view has been
reached after making due enquiry and having regard to the circumstances that the Directors consider will occur
and those that are reasonably likely to affect the Group during the period of one year from the date these
consolidated financial statements are approved.
The Group recorded a net loss of NZ$7.9M for the year ended 31 March 2022 (2021: NZ$7.5M) and is expected
to make further losses in the following financial year.
Notwithstanding the above, the Group has prepared cash flow forecasts and sensitivity analyses that indicate
cash-on-hand at year-end of $24M, combined with the net cash flows from operations, will enable the Group to
continue operating as a going concern for at least twelve months from the date of authorising these
consolidated financial statements.
Impairment
The carrying amounts of the Group’s assets were reviewed to determine whether there is any indication of
impairment and if so tested, or tested regardless in the case of indefinite life intangible assets. The Directors
identified the following cash generating units (CGUs):
+ CGU1 – IKE Core platform: intangible assets, property plant and equipment, capital work in progress,
lease assets and working capital.
+ CGU2 – Spike: intangible assets and working capital.
+ CGU3 – IKE Structural: intangible assets and working capital.
+ CGU4 – IKE Insight: intangible assets and working capital.
The Directors concluded that operating losses associated with CGU1 are an indicator of impairment, requiring
an estimate of the CGU1 recoverable amount. An indicator of impairment also existed in CGU2 due to the lower-
than-expected revenue, requiring an estimate of the CGU2 recoverable amount.
CGU3 had no indicator of impairment, however, it was tested for impairment as the carrying value includes
intangible assets currently in development and not yet ready for use. CGU4 was acquired in FY21 and included
goodwill, which is tested annually for impairment.
The details of each impairment test are outlined below:
CGU1 was determined to have a carrying value of $6.4M. Future cash flows are forecasted based on a five-year
business model for CGU1, which included an average revenue growth rate of 31% and operating expenses
reflecting the FY23 business plan.
The Group remains optimistic that the CGU1 core infrastructure market will continue to grow due to the
significant multiyear investment programmes IKE’s customers have in place. A pre-tax discount rate of 16.4%
was used to establish the recoverable amount on a value in use basis. To determine terminal value, the Group
applied a 2% growth rate. The Directors have determined that no impairment is required as CGU1 continues to
have a useful life, and the carrying value of CGU1 does not exceed its value in use.
50 Notes to the consolidated financial statements for
the year ended 31 March 2022
3. Significant accounting policies (continued)
Sensitivity analysis was performed on key assumptions for CGU1. An impairment would need to be considered
if the growth rate was 28% lower than forecasted.
CGU2 was determined to have a carrying value of $0.4M. Future cash flows are forecasted based on a five-year
business model for CGU2 and a pre-tax discount rate of 13.5% was used to establish the recoverable amount
on a value in use basis.
Spike sales volumes have been impacted by COVID-19. Due to the difficulty forecasting larger enterprise sales
for the Spike product, Directors have forecasted similar volumes to FY22 in FY23 with an average growth rate
of 5% with no terminal value.
The Directors have determined that an impairment of CGU2’s intangible assets of $100,000 is required as the
carrying amount exceeded the value in use calculation. The impairment has been recorded against the Spike
applications and SDK software and is included in the Research and Engineering line in the Consolidated
Statement of Profit or Loss and Other Comprehensive Income.
CGU3 was determined to have a carrying value of $2.4M. CGU3 is a cashflow positive business segment and
the requirement to test for impairment is due to the carrying value including internally developed intangible
assets not yet available for use. The future cashflows are based on a five-year business model with an average
growth rate of 10%. A pre-tax discount rate of 14.4% was used to establish the recoverable amount on a value
in use basis. To determine terminal value, the Group applied a 2% growth rate. The Directors have determined
that no impairment is required, as the carrying value of CGU3 does not exceed the recoverable amount on a
value in use basis.
Sensitivity analysis was performed on key assumptions for CGU3. An impairment would need to be considered
if the growth rate was 38% lower than forecasted.
CGU4 was determined to have a carrying value of $8.6M including goodwill. CGU4 is a very early-stage business
segment and technology. IKE acquired this asset in January 2021 and during FY22 it generated $285k revenue.
Future cash flows are forecasted based on a five-year business model for CGU4, with the FY23 business plan
forecasting approximately 433% revenue growth, and with continuing strong growth rates in FY24 through FY27
at an average revenue growth rate of 75% and operating expenses reflecting the FY23 business plan. A pre-tax
discount rate of 33.6% was used to establish the recoverable amount on a value in use basis. In determining the
terminal value, the Group applied a 2% growth rate. The Directors have concluded that no impairment exists as
CGU4 continues to have a useful life, and the carrying value does not exceed the value in use.
Sensitivity analysis was performed on key assumptions for CGU4. An impairment would need to be
considered if the growth rate was 10% lower than forecasted.
The forecasted financial information for all CGUs is based on both historical experience and future expectations
of operating performance and requires judgements to be made as to revenue growth, operating cost projections,
and the market environment. It is sensitive to changes in each of the assumptions outlined above and actual
results may be substantially different.
Foreign currencies
Items included in the consolidated financial statements of each of the Group’s subsidiaries are measured using
the currency of the primary economic environment that the entity operates ("the functional currency").
51 Notes to the consolidated financial statements for
the year ended 31 March 2022
3. Significant accounting policies (continued)
The functional currency of ikeGPS Ltd is New Zealand dollars. The functional currency of ikeGPS Inc is United
States dollars. These consolidated financial statements are presented in New Zealand dollars, which is the
Group's presentational currency.
The financial performance and position of ikeGPS Inc are translated into the presentation currency as follows:
+
+
assets and liabilities are translated at the closing rate at reporting date;
income and expenses are translated at average exchange rates (unless this average is not a reasonable
approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the dates of the transactions); and
+
all resulting exchange differences are recognised in other comprehensive income.
Foreign currency transactions and balances
Foreign currency transactions are initially translated to functional currencies at the exchange rate prevailing at
the transaction date. Foreign exchange gains and losses resulting from the settlement of such transactions and
from the revaluation at year-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss.
Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entity are recognised in other
comprehensive income as described in the foreign currency translation accounting policy and accumulated in
a separate reserve within equity. If the net investment is to be disposed of, the cumulative amount would be
reclassified to the consolidated statement of profit or loss.
4. Operating segments
The CEO and the Board of Directors are assessed to be the Chief Operating Decision Makers (CODM) who
regularly review financial information by product and gross margin. Reporting of overheads and the financial
position is not undertaken at a level lower than the Group as a whole. Geographically, revenue is substantially
generated in the United States of America (‘USA’).
During FY22, the Group’s selling activities were focused and organised into two customer segments namely
‘Utility and Communications’ and ‘Other Business’. The Utility and Communications segment includes electrical
utility companies, engineering service providers and sales to companies involved in the broadband fibre and
cellular 5G roll out in the USA.
Within the Utilities and Communications segment, the Group derives its revenue from:
+
+
+
selling an IKE device and corresponding annual subscription revenue,
the IKE Platform solution where customers collect pole data on a leased IKE device and is either
analysed by IKE according to an agreed statement of work or our customers use the software platform
directly to process their pole data,
transactional revenue by analysing pole data through an artificial intelligence and machine learning
platform, and
+
pole loading software licenses and ongoing subscriptions for maintenance and support.
52 Notes to the consolidated financial statements for
the year ended 31 March 2022
4. Operating segments (continued)
The segment information provided to the CEO and Board of Directors for the year ended 31 March 2022 was as
follows:
2022
2021
Utility and
Other
Communication Business
Other
Group Communication Business
Utility and
Group
NZ$'000 NZ$'000 NZ$'000
Sales of products
S ale of products and services
S ubscription revenue
Contribution
IKE Platform solution
IKE Analyze revenue
S ubscription and lease revenue
IKE Insight revenue
Contribution
IKE Structural
S oftware license, service, and
subscription revenue
Contribution
Spike
S ale of products
S ubscription revenue
Contribution
Gross profit
S ales and marketing costs
Impairment of O ther Business CG U2
Other corporate income and expenses
Net loss before tax
5. Revenue
NZ$'000 NZ$'000 NZ$'000
3, 643
2, 780
4,645
6, 087
1, 690
285
3,937
1, 125
1,125
-
-
-
-
-
-
-
-
-
-
-
-
3, 643
2, 780
4,645
6, 087
1, 690
285
3,937
1, 125
1,125
321
34
181
(100)
321
34
181
9,888
(6, 467)
(100)
(11, 178)
(7,857)
2, 091
2, 654
3,481
2, 321
939
-
1,327
999
999
-
-
-
-
-
-
-
-
-
-
-
-
2, 091
2, 654
3,481
2, 321
939
-
1,327
999
999
286
34
114
(85)
286
34
114
5,921
(5, 556)
(85)
(7, 773)
(7,493)
The Group derives its revenue from the sale of products and related services, subscription revenue, software
licenses, providing access to hardware and the software platform, and technical pole data analysis. Revenue is
recognised when performance obligations have been satisfied, which is when control of the good or service
associated with the performance obligation has been transferred to the customer.
Revenue is recognised using a five-step model to account for revenue arising from contracts with customers.
Under NZ IFRS 15, revenue is recognised at an amount that reflects the consideration to which an entity expects
to be entitled in exchange for transferring goods or services to a customer.
The standard requires entities to exercise judgement, taking into consideration all the relevant facts and
circumstances when applying each step of the model to contracts with their customers. The five-step model
for recognising revenue from contracts with customers requires consideration of the following steps:
+
+
Identifying the contract
Identifying the individual performance obligations within the contract
+ Determining the transaction price
+ Allocating the transaction price to distinct performance obligations
+ Recognising revenue
53
Notes to the consolidated financial statements for
the year ended 31 March 2022
5. Revenue (continued)
The table below provides the key judgements made on the application of NZ IFRS 15 across each revenue type
with standardised terms and conditions. The Group has applied a practical expedient permitted by the standard;
therefore, no significant financing component exists on deferred income.
Utility and communications
Revenue
Type
IKE device
solution
Description
Key Judgements
Outcome
This is marketed to the utility
and communications market
as an all-in-one streamlined
solution from data capture on
the IKE device through to
measurement and analysis on
IKE Office - a cloud-based
software platform.
Management has
determined the individual
performance obligations of
the contract. The total
contractual price is
allocated to each
performance obligation
using the stand-alone
selling price.
Management has determined that
the IKE Device and subscription
to IKE Office are distinct
performance obligations of the
IKE Solution. IKE has used the
stand-alone selling price to
allocate the contractual price.
Subscription
Customers are required to
renew software subscriptions
to allow continued access to
the IKE Office online cloud
functionality and the ability to
customise and add new forms
onto the IKE device.
Determining when the
performance obligation is
fulfilled.
Services
Service revenue is made up of
training, deployment, and
replacement device revenue.
Determining when the
performance obligation is
delivered.
IKE Platform
subscription
revenue
IKE Analyze
IKE Structural
pole loading
software
license
Customers subscribe to the
Platform to access both an
IKE device and the
functionality of IKE Office.
This subscription enables
customers to go out in the
field and collect data via our
online platform, where IKE or
the customer can then
perform analysis.
Providing either an end-to-end
technical solution for
customers; IKE captures and
analyses pole loading and
make-ready engineering
assessments, or customers
capture pole data and transact
on our platform.
IKE sells a license of its pole
loading software to
customers.
The subscription is in two
parts; 1. The lease of the
IKE device under NZ IFRS
16, 2. The subscription to
IKE Office. This requires
management to allocate the
contract price to each
performance obligation and
determine when each
performance obligation is
fulfilled.
Determining when each
performance obligation is
fulfilled.
Management has
determined the individual
performance obligations of
the contract. The total
contractual price is
allocated to each
performance obligation
using the stand-alone
selling price.
Customers use IKE Office to
store and analyse data,
customise, and add new forms.
Along with integration capability
these performance obligations
can be described as ‘stand ready’
services which can be recognised
over time.
Revenue is recognised when the
service is performed for the
customer. For example, when the
training is performed.
Management has determined the
contract price allocated to the
lease and subscription portions
consistent with the IKE Solution
above.
The performance obligations for
the subscription portion of the
IKE Platform are consistent with
the above subscription treatment.
Either the customer uploads or
analyses the data in IKE Office, or
IKE performs the analysis and
completes requested reports per
the scoping document. Once the
activity is complete the Group will
recognise the revenue.
Management has determined that
the perpetual license and first
year of maintenance and support
are separate performance
obligations. IKE has used the
stand-alone selling price to
allocate the contractual price.
Timing of revenue
recognition
Point in time
The IKE device is recognised
at the point in time when the
device is sent to the
customer.
Over time
IKE Office is recognised over
the term of the subscription
contract.
Over time
Subscription software
recognised over time.
Point in time
Service revenue is
recognised when the service
is delivered.
Point in time
The lease of the IKE device is
recognised at a point in time
in accordance with NZ IFRS
16.
Over time
IKE Office is recognised over
the term of the contract.
Point in time
Each transaction (completed
record) is recognised when
the performance obligation
has been completed.
Point in time
The software license is
recognised at the point in
time when it is transferred.
Over time
The subscription is
recognised over the first
year.
54 Notes to the consolidated financial statements for
the year ended 31 March 2022
5. Revenue (continued)
Utility and communications (continued)
IKE Structural
pole loading
maintenance
and support
subscription
IKE Insight
revenue
Ongoing software support,
maintenance, and software
updates through an annual
subscription.
Determining when each
performance obligation is
fulfilled.
IKE Insight revenue is derived
from our IKE Insight artificial
intelligence and machine
learning platform processing
pole data and delivering an
agreed output to the
customer.
Determining when each
performance obligation is
fulfilled.
Once customer data is
collected it is uploaded onto
the IKE Insight platform
where analysis is completed
based on the statement of
work.
Other business
Customers use the maintenance
and support to have the latest
pole loading software and
calculations available. These
performance obligations occur at
any time during the subscription
period.
The business is required to
perform certain analysis as per
the scoping document for each
customer. Once the activity is
complete, the Group will
recognise the revenue.
Over time
Pole loading software
maintenance and support
subscriptions are recognised
over time.
Point in time
Each transaction (completed
record) is recognised when
the performance obligation
has been completed.
Revenue
Type
Spike device
Description
Key Judgements
Outcome
The Group sells Spike devices
through direct orders and
online software.
No major judgement
required.
N/A
Timing of revenue
recognition
Point in time
Recognised when the device
is received by the customer.
Consideration received prior to the service being provided is recognised as deferred income (and commission
paid prior to the related contract performance is similarly deferred) on the consolidated statement of financial
position.
Other operating revenue includes consulting, device repairs, and training revenue. Revenue is recognised when
the services are performed.
Revenue
Sale of products (Point in time)
Platform-as-a-Service (Over time and Point in time)
IKE Analyze (Point in time)
IKE Insight (Point in time)
IKE Subscription (Over time)
IKE Structural licences (Over time and Point in time)
Services (Point in time)
Total operating revenue
Government grants
Other income
Total other income
2022
NZ$'000
3,539
1,690
6,087
285
2,814
1,125
425
15,965
61
4
65
2021
NZ$'000
2,100
940
2,294
26
2,688
999
277
9,324
899
16
915
55
Notes to the consolidated financial statements for
the year ended 31 March 2022
5. Revenue (continued)
Government grants in the prior year were payments received in relation to COVID-19 government relief and were
recorded over the period in which the costs were incurred. In the current year, cash was received as a
government grant under the research and development tax credit incentive scheme, relating to FY20 research
and development costs.
In the current year, no customer within a particular operating segment represented more than 10% of revenue
(FY21: no customers).
Reconciliation of deferred income balances
Opening deferred income balance
Subscription revenue recognised
Platform-as-a-Service recognised
IKE Structural maintenance and support
New Zealand wage subsidy
Unsatisfied performance obligations for the current year
Closing deferred income balance
6. Expenses
2022
NZ$'000
2,477
(1,380)
(590)
(479)
-
3,653
3,681
2021
NZ$'000
2,447
(1,643)
(299)
(378)
(81)
2,431
2,477
Operating expenses consist of operating, sales, marketing, engineering, research, and corporate costs.
Audit and review of consolidated financial statements
Total fees paid to auditor
Amortisation of development asset
Depreciation
Total amortisation and depreciation 1.
E mployee benefit expense
Share-based payment
E xternal contractors and consultants
E mployee benefit expense capitalised 2.
Operating lease expenses3.
Direct selling and marketing 4.
Sales tax (expense reversal)/expense
Impairment of assets
Credit loss provision and write-off expense
Other operating expenses 5.
Total operating expenses
12
24
2022
NZ$'000
170
170
1, 459
464
1,923
11, 982
1, 930
1, 176
(1, 821)
250
1, 551
(438)
100
67
2, 566
19,456
2021
NZ$'000
295
295
947
504
1,451
8, 700
880
582
(1, 274)
234
318
275
85
(88)
2, 085
13,543
1. Total depreciation for the year was $995k (2021: $945k), comprised of depreciation on fixed assets of $741k
(2021: $659k) as per note 11 and depreciation on leased assets of $254k (2021: $286k) as per note 13.
Engineering and research expenses included all the $1,459k of amortisation (2021: $947k) and $210k of
depreciation on fixed assets (2021: $218k). Corporate costs included all the $254k of depreciation on leased
assets under NZ IFRS 16 (2021: $286k). The balance of depreciation totalling to $531k (2021: $441k) is
included in cost of sales.
56
Notes to the consolidated financial statements for
the year ended 31 March 2022
6. Expenses (continued)
2. Relates to employee benefit expense, external contractors and consultants’ expenses that are directly
attributable to the development of intangible assets and have been capitalised.
3. Relates to short-term and low-value leases and common area maintenance costs.
4. Selling and marketing expenses included promotional activities, travel, commissions, and other direct
marketing costs.
5. Other operating expenses include corporate advisory, travel, engineering, facilities, and IT costs.
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits and accumulating sick leave that are
expected to be settled wholly within 12 months after the end of the period in which the employees render the
related service, are recognised in respect of employees’ services up to reporting date. They are measured at the
amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee
benefit obligations in the consolidated statement of financial position.
For defined contribution plans, the group pays contributions to publicly or privately administered pension
insurance plans on a mandatory, contractual, or voluntary basis. The Group has no further payment obligations
once the contributions have been paid. The contributions are recognised as an employee benefit expense when
they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in
the future payments is available.
Share-based payment
The Group operates an employee option scheme (equity-settled) under which employees receive the option to
acquire shares at a predetermined exercise price. The options are measured at fair value at grant date using the
Black Scholes model, with the fair value recognised as an employee benefit expense in the consolidated
statement of profit or loss with a corresponding increase in equity. The total expense is recognised over the
vesting period, being the period over which all of the specified vesting conditions are to be satisfied. At the end
of each period, the Group revises its estimate of the number of options that are expected to vest based on the
service conditions. It recognises the impact of the revision to original estimates, if any, in the share-based
payment reserve with a corresponding change to the share-based compensation reserve in equity.
In addition, the Group provides share-based payments to employees related to business combinations. The
employees are required to perform service conditions and an expense is recognised over the service period. The
rewards are considered equity-settled and recognised as an employee benefit expense and an increase to either
share capital or the share-based compensation reserve.
Finance income and expenses
Interest income is recognised as it accrues, using the effective interest method. Finance expenses comprise
interest expense on lease liabilities, recognised using the effective interest method.
57 Notes to the consolidated financial statements for
the year ended 31 March 2022
7. Current and deferred tax
The current income tax charge is calculated based on the tax laws enacted, or substantively enacted, at the
reporting date in the countries where the Group operates and generates taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation
is subject to interpretation. It establishes provisions where appropriate based on amounts expected to be paid
to the tax authorities.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined
using tax rates and laws that have been enacted, or substantively enacted, by the reporting date and are
expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is
settled. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit
will be available against which the temporary differences can be utilised.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
Prima facie income tax expense on pre-tax accounting loss from operations reconciles to the income tax
expense in the consolidated financial statements as follows:
Net loss before income tax
Prima facie income tax credit at 28%
E ffect of different foreign income tax rates
Non-deductible expenses
Deferred tax on temporary differences
Unrecorded tax losses
Income tax expense
Deferred tax opening balance
Temporary differences
E mployee entitlements and provisions
Deferred research and development
Leases
Accruals
Property, plant, and equipment
Intangible assets
Other
Tax losses
Deferred tax closing balance
2022
NZ$'000
(7, 857)
(2, 200)
334
319
220
1, 327
-
2022
NZ$'000
-
41
58
2
34
(309)
24
9
141
-
2021
NZ$'000
(7, 493)
(2, 098)
255
(162)
(13)
2, 018
-
2021
NZ$'000
-
25
38
4
-
(179)
(114)
22
204
-
Deferred tax assets on deductible temporary differences have been recognised to the extent taxable temporary
differences exist in the same tax jurisdiction. No deferred tax asset is recognised in excess of the available
taxable temporary differences, due to the uncertainty of when the unused tax losses can be utilised.
Unrecognised deferred tax assets related to deductible temporary differences total $473,190 (2021: $544,231).
58
Notes to the consolidated financial statements for
the year ended 31 March 2022
7. Current and deferred tax (continued)
ikeGPS Group Limited has unrecognised tax losses of $20,472,041 (2021: $19,178,691) available for use against
future taxable profits, subject to the New Zealand Tax Legislation requirements being met. ikeGPS Inc has
unrecognised tax losses of $37,223,844 (2021: $32,333,968) available indefinitely for use against future taxable
profits.
8. Cash and cash equivalents
Cash and cash equivalents comprise cash balances.
Cash at bank
Total
2022
NZ$'000
24,354
24,354
2021
NZ$'000
11,342
11,342
An overdraft facility of NZ$250,000 is in place with the BNZ, which has security interest over all property of
ikeGPS Limited. On the BNZ facility, there is an outstanding guarantee to another party of $75,000.
Reconciliation of operating cash flows:
Loss for the year
Less Investment interest received
Add non-cash items included in net loss
Depreciation
Amortisation of intangible assets
Asset impairment
Raw materials and finished goods write-off
Trade receivables write-off
S hare-based payment expense
W rite-off of obsolete materials and assets
Movement of fair value assets and liabilities
Foreign exchange losses on translation movement
Add/(less) movement in working capital items
(Increase) in trade and other receivables
(Increase)/decrease in inventories
(Increase)/decrease in prepayments
(Increase)/decrease in contract costs
Increase/(decrease) in trade and other payables
(Decrease)/increase in provision
Increase in other liabilities
Increase/(Decrease) in deferred income
Increase/(Decrease) in employee entitlements
Net cash used in operating activities
2022
NZ$'000
(7,857)
-
2021
NZ$'000
(7, 493)
(8)
995
1, 459
100
126
67
1, 930
249
(1, 269)
(538)
3,119
(2, 396)
(248)
(1, 030)
(191)
796
(671)
299
1, 204
373
(1,864)
(6,602)
945
947
85
286
(88)
880
169
178
554
(3, 545)
(1, 058)
260
427
-
(29)
275
230
(30)
(72)
3
(3, 542)
59
Notes to the consolidated financial statements for
the year ended 31 March 2022
9. Trade and other receivables
Trade and other receivables arise when the Group provides cash, goods, and services directly to a debtor with
no intention of selling the receivable. They are included in current assets, except for those with maturities greater
than 12 months after reporting date that are classified as non-current assets.
The Group assesses impairment on a forward-looking basis, the expected credit loss associated with its
financial assets is carried at amortised cost. The Group will assess if there has been a significant increase in
credit risk by assessing market conditions, forward looking estimates, and previous financial history of
counterparts.
The Group applies the simplified approach permitted by NZ IFRS 9 for trade receivables, which requires expected
lifetime losses to be recognised from initial recognition of the receivables.
The expected credit losses on these financial assets are assessed using a provision matrix, adjusted for factors
that are specific to the receivables including customers’ historical credit loss experience, individual customer
characteristics, customer market segment, and the economic environment.
The Group writes off a financial asset when there is information indicating default or delinquency in payments,
the probability that they will enter bankruptcy, liquidation or other financial reorganisation, and there is no real
prospect of recovery.
Trade receivables
Impairment provision
GST receivable
Other receivables
Total trade and other receivables
2022
NZ$'000
4,955
(128)
129
3
4,959
2021
NZ$'000
2,622
(106)
88
26
2,630
The Group has $2,426,451 of trade receivables past due but not impaired at 31 March 2022. (2021: $690,305)
30 – 90 days
$2,191,214
90 days +
$235,237
Total past due
$2,426,451
10.
Inventory
Inventory is measured at the lower of cost and net realisable value. The cost of inventory is based on a weighted
average cost, and includes expenditure incurred in acquiring the inventory and bringing it to its existing location
and condition. Cost comprises direct materials, direct labour, and production overhead. Net realisable value is
the estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale. Inventory is treated as non-current if it is not expected to be sold
within twelve months of reporting date.
Finished goods
Components
Total inventory
Current
Non-current
2022
NZ$'000
493
779
1,272
1,003
269
2021
NZ$'000
681
469
1,150
798
352
60
Notes to the consolidated financial statements for
the year ended 31 March 2022
10.
Inventory (continued)
During the year, IKE materials have been written down by $24,710 and Spike finished goods by $100,829
(2021: IKE materials $124,882 and Spike finished goods $161,105).
11. Property, plant, and equipment
Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment
losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Depreciation is
calculated on a straight-line basis over the estimated useful lives of the assets, as follows:
Office furniture and equipment
Plant and equipment
IKE rental devices
20% - 33%
20% - 50%
30%
Depreciation methods, useful lives, and residual values are reviewed and adjusted, if appropriate, at each
reporting date. Gain and losses on disposals are determined by comparing proceeds with the carrying amount
and are included in the consolidated statement of profit or loss.
IKE rental devices increased in FY22, in line with the increase in ‘Platform as a Service’ revenue (see note 5).
Cost
Balance at 1 April 2020
Additions
Disposals
Exchange differences
Balance at 31 March 2021
Balance at 1 April 2021
Additions
Disposals
Exchange differences
Balance at 31 March 2022
Depreciation
Balance at 1 April 2020
Depreciation for the year
Disposals
Exchange differences
Balance at 31 March 2021
Balance at 1 April 2021
Depreciation for the year
Disposals
Exchange differences
Balance at 31 March 2022
Carrying amounts
At 31 March 2021
At 31 March 2022
Plant and
equipment
NZ$'000
IKE rental
devices
NZ$'000
Office
furniture and
equipment
NZ$'000
Total
NZ$'000
1,219
92
-
1,311
1,311
-
(6)
1,305
960
232
-
1,192
1,192
46
-
1,238
717
594
(225)
(100)
986
986
1,453
(393)
2
2,048
156
231
(60)
(21)
306
306
485
(135)
(3)
653
119
67
680
1,395
975
158
(377)
(106)
650
650
308
(37)
2
923
630
196
(369)
(61)
396
396
210
(25)
1
582
254
341
2,911
844
(602)
(206)
2,947
2,947
1,761
(436)
4
4,276
1,746
659
(429)
(82)
1,894
1,894
741
(160)
(2)
2,473
1,053
1,803
61
Notes to the consolidated financial statements for
the year ended 31 March 2022
12.
Intangible assets
Capitalised development costs
The Group capitalises employee and consultants’ costs directly related to development of an intangible asset.
The carrying values of capitalised development costs are annually evaluated for indicators of impairment.
Management has reviewed the expected remaining useful life of these assets and concluded that they are
appropriately amortised over periods of 4 to 10 years.
Development costs that are directly attributable to the design and testing of identifiable and unique software
controlled by the Group are recognised as intangible assets when the following criteria are met:
+
it is technically feasible to complete the software product so that it will be available for use,
+ management intends to complete the software product and use or sell it,
+
+
+
+
there is an ability to use or sell the software product,
it can be demonstrated how the software product will generate probable future economic benefits,
adequate technical, financial, and other resources to complete the development and to use or sell the
software product are available, and
the expenditure attributable to the software product during its development can be reliably measured.
Other development expenditures that do not meet these criteria are recognised as an expense as incurred.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
All research costs are recognised as an expense when they are incurred.
Other intangible assets
Separately purchased intangible assets (i.e. software) were recognised at cost, plus any initial directly
attributable costs. They are subsequently measured at cost less accumulated amortisation and impairment.
Purchased software has a useful life ranging from 4 to 10 years.
Software, customer contracts, relationships, trademarks, and training material acquired through business
combinations were initially recognised at fair value. They are subsequently measured at initial recognition value
less accumulated amortisation and impairment and have a useful life ranging from 4 to 10 years.
Goodwill
Goodwill is carried at cost less accumulated impairment losses and is annually tested for impairment, or more
frequently if events or changes in circumstances indicate that it might be impaired.
Goodwill is allocated to CGU4 for the purpose of impairment testing (see note 3 Impairment), as this CGU is
expected to benefit from the business combination in which the goodwill arose.
Impairment of non-financial assets
Intangible assets under development are not subject to amortisation and are annually tested for impairment
within CGU1, CGU3 and CGU4, or more frequently if events or changes in circumstances indicate that they might
be impaired. The carrying amount of the Group’s other non- financial assets are reviewed at each reporting date
to determine whether there is any indication of impairment or objective evidence of impairment. If any such
indication exists, the assets recoverable amount is estimated.
62 Notes to the consolidated financial statements for
the year ended 31 March 2022
12.
Intangible assets (continued)
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments for the time value of money and the risks specific to the asset for which estimates
of future cash flows have not been adjusted. If the recoverable amount of an asset or CGU is estimated to be
less than the carrying amount, the carrying amount is reduced to its recoverable amount.
An impairment loss is recognised in profit or loss immediately. Where an impairment loss subsequently
reverses, the carrying amount of the asset or CGU is increased to the revised estimate of its recoverable amount,
but only to the extent that the increased carrying amount does not exceed the carrying amount that would have
been determined had no impairment loss been recognised in prior years. A reversal of an impairment loss is
recognised in the consolidated statement of profit or loss immediately.
D evelopment
Work in
assets Progress
Patents Goodwill
NZ$'000 NZ$'000 NZ$'000 NZ$'000
Customer
contracts,
relationships,
Training
trademarks materials
Total
NZ$'000 NZ$'000 NZ$'000
Cost
Balance at 1 April 2020
Additions
Business combination
E xchange differences
424
915
13, 103
277
3, 988
(600)
174
-
-
-
-
3, 199
85
Balance at 31 March 2021
16,768
1,339
174
3,284
321
-
382
(36)
667
219
14, 241
-
(31)
188
1, 192
7, 569
(582)
22,420
Balance at 1 April 2021
Additions
E xchange differences
16, 768
1, 473
-
1, 339
174
3, 284
667
188
22, 420
348
(13)
-
-
-
25
-
-
-
-
1, 821
12
Balance at 31 March 2022
18,241
1,674
174
3,309
667
188
24,253
Amortisation and impairment losses
Balance at 1 April 2020
Amortisation for the year
Impairment
E xchange differences
7, 550
846
85
(221)
Balance at 31 March 2021
8,260
Balance at 1 April 2021
Amortisation for the year
Impairment
E xchange differences
Balance at 31 March 2022
8, 260
1, 330
100
(13)
9,677
-
-
-
-
-
-
-
-
-
-
174
-
-
-
174
174
-
-
-
174
-
-
-
-
-
-
-
-
-
-
38
82
-
(8)
112
112
110
-
(3)
11
19
-
(1)
29
29
19
-
-
7, 773
947
85
(230)
8,575
8, 575
1, 459
100
(16)
219
48
10,118
Carrying amounts
At 31 March 2021
At 31 March 2022
8, 508
8,564
1, 339
1,674
-
-
3, 284
3,309
555
448
159
140
13, 845
14,135
63
Notes to the consolidated financial statements for
the year ended 31 March 2022
13.
Leases
Lease assets are contracts that convey the right to use office space in both Colorado and Wellington. They were
initially recognised at the present value of the lease payments unpaid at inception. Subsequently, they are
recorded at cost less accumulated depreciation and impairment, adjusted for remeasurement of the lease
liability to reflect modifications.
The corresponding lease liability to the lessor is included on the consolidated statement of financial position as
a lease liability. Lease payments are apportioned between finance charges and a reduction in the lease liability.
The finance charges and depreciation of the lease asset are charged to the consolidated statement of profit or
loss. Lease liabilities are measured at the present value of the remaining lease payments. The Group’s
‘incremental borrowing rate’ used in the discounting for all lease liabilities was 5.50%.
The leases typically ran for a period ranging from 1 to 3 years with an option to renew. The renewal periods for
the Wellington leases were not taken into account, as management is reasonably uncertain that these will be
renewed. In March 2022, the lease for office space in Colorado was extended for an additional nine months to
April 2023, resulting in a lease modification.
The Group applied the exemption for low-value assets on the lease of the photocopier and the exemption for
short-term leases on the office space rented in Alabama. Therefore, the lease payments were recognised as an
expense on a straight-line basis over the lease term.
Lease liabilties
Balance at 1 April
Additions during the year
Payments made
Interest charges
Derecognition of lease liability
Exchange differences
Balance at 31 March
The maturity of the lease liabilities is as follows:
Less than one year
One and five years
Lease liabilities recognised as at 31 March
Lease assets
Balance at 1 April
Additions during the year
Depreciation charges
Derecognition of lease assets
Exchange differences
Balance at 31 March
2022
NZ$'000
513
84
(325)
17
(61)
4
232
2022
NZ$'000
232
-
232
2022
NZ$'000
434
84
(254)
(56)
2
210
2021
NZ$'000
809
73
(310)
37
(20)
(76)
513
2021
NZ$'000
339
174
513
2021
NZ$'000
727
73
(283)
(20)
(63)
434
64
Notes to the consolidated financial statements for
the year ended 31 March 2022
13.
Leases (continued)
The following leases are exempt from the application of NZ IFRS 16 and have been recognised as an expense
in the consolidated statement of profit and loss:
Photocopier
Office space
14. Trade and other payables
2022
NZ$'000
3
25
28
2021
NZ$'000
3
56
59
Trade and other payables are obligations to pay for goods and services that have been acquired in the ordinary
course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within
one year or less. Otherwise, they are presented as non-current liabilities. They are initially recognised at their fair
value and subsequently measured at amortised cost using the effective interest method.
Trade payables
Other payables
Accrued expenses
Total trade and other payables
15. Other liabilities
2022
NZ$'000
1,124
86
546
1,756
2021
NZ$'000
591
-
369
960
Other liabilities are obligations from prior year business combinations and were initially recorded at fair value.
Those that are deferred consideration are subsequently measured at amortised cost, and those liabilities that
are the result of contingent consideration are subsequently measured at fair value through profit or loss.
Less than one year
Accrued liabilities for services
Deferred consideration on business combination
Earn-out consideration on business combination
Between one and three years
Accrued liabilities for services
Total other liabilities
Accrued liabilities for services
2022
NZ$'000
2021
NZ$'000
728
-
1,923
2,651
-
2,651
316
352
3,226
3,894
148
4,042
The Group has employment agreements that result in cash payments being made to certain staff at the end of
a service period. The expense is accrued as services are delivered and payment is made at the end of the service
period. The liability was initially measured at fair value and subsequently measured at amortised cost.
65
Notes to the consolidated financial statements for
the year ended 31 March 2022
15. Other liabilities (continued)
Deferred consideration on business combination
The Group acquired PoleForeman assets in the 2020 year and some of the consideration was deferred over a
three-year period. Consideration consisted of cash payments and an unfixed number of shares. The liability was
initially measured at fair value and subsequently measured at amortised cost.
Earn-out consideration on business combination (cash and shares)
The Group acquired Visual Globe assets in the 2021 year, and a contingent consideration was recognised
relating to achieving revenue milestones. The consideration consisted of both cash payments and share
issuances. The contingent consideration liability was initially and subsequently measured at fair value, with
gains or losses recognised in the consolidated statement of profit or loss. A fair value movement of $1,303,000
has been recognised in the year from the movement of this instrument (2021: $178,000).
The fair value of the contingent consideration was estimated by calculating the present value of the future
expected earn-out payment, using a 27.5% discount rate. The timing and likelihood of payment has been
determined based on the forecasted revenue in the earnout period to end March 2024, and the Group estimates
that only the first revenue target will be met during FY24. The model assumes no further revenue targets will be
met within the earnout period, and therefore no consideration has been allocated to these targets.
The estimates of the probability and timing of the revenue targets being met are based on forecasted cashflows
and subject to both timing and achievement uncertainty, due to the early-stage nature of the business.
The inputs to determine the fair value were level 3, unobservable inputs.
16. Financial instruments and financial risk management
Financial instruments
Financial assets and liabilities are recognised on the Group’s consolidated statement of financial position when
the Group becomes a party to the contractual provisions of the instrument.
They are trade and other receivables, trade and other payables, cash and cash equivalents, foreign exchange
options, employee entitlements, lease liabilities, and other liabilities. They are included in current assets and
current liabilities, except for lease liabilities with payment terms greater than 12 months, which are included in
non-current liabilities.
The Group classifies its financial assets and liabilities as ‘measured at amortised cost’ or ‘fair value through
profit or loss’ at initial recognition.
The following table shows the Group’s financial assets and liabilities and their classification:
Financial instrument
Cash and cash equivalents
Trade and other receivables and payables
Employee entitlements
Foreign exchange options
Lease liabilities
Other liabilities – deferred consideration
Other liabilities – contingent consideration
Classification
Measured at amortised cost
Measured at amortised cost
Measured at amortised cost
Fair value through profit or loss
Measured at amortised cost
Measured at amortised cost
Fair value through profit or loss
66 Notes to the consolidated financial statements for
the year ended 31 March 2022
16. Financial instruments and financial risk management (continued)
Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments
of principal and interest, are measured at amortised cost. They are recognised initially at their fair value and
subsequently measured at amortised cost using the effective interest method.
Interest income from these financial assets is included in finance income using the effective interest rate
method.
Financial liabilities carried at amortised cost are initially recognised at their fair value and subsequently
measured at amortised cost using the effective interest method. Interest expenses from these financial liabilities
are included in finance expenses.
The fair value of financial instruments carried at amortised cost is not materially different from their stated
carrying values.
Any gain or loss arising on derecognition of financial assets and liabilities is recognised directly in profit or loss
and presented in other gains and losses. Impairment losses on financial assets are presented as separate line
item in the consolidated statement of profit or loss.
Financial assets and liabilities recognised at fair value through profit or loss are originally and subsequently
remeasured to fair value, with gains and losses being recognised in the consolidated statement of profit or loss.
The following table shows the designation of the Group’s financial instruments:
Financial assets
and liabilities at
amortised cost
NZ$'000
2022
Total
Financial assets
carrying
and liabilities at
fair value
value
NZ$'000 NZ$'000
Financial assets
and liabilities at
amortised cost
NZ$'000
2021
Total
Financial assets
carrying
and liabilities at
fair value
value
NZ$'000 NZ$'000
Financial assets
Cash and cash equivalents
Trade and other receivables
Foreign exchange options
Total financial assets
Financial liabilities
Employee entitlements
Trade payables
Other payables
Accrued expenses
Lease Liabilities
Other liabilities
Total financial liabilities
Financial risk factors
24,354
4,830
-
29,184
676
1,124
86
546
232
728
3,392
-
-
33
33
24,354
4,830
33
29,217
-
-
-
-
-
1,923
1,923
676
1,124
86
546
232
2,651
5,315
11,342
2,542
-
13,884
303
591
-
369
513
816
2,592
-
-
-
-
11,342
2,542
-
13,884
-
-
-
-
-
3,226
3,226
303
591
-
369
513
4,042
5,818
The main risks arising from the Group’s financial instruments are credit risk, liquidity risk, foreign currency risk
and interest rate risks, which arise in the normal course of the Group’s business. The Group uses different
methods to measure and manage different types of risks to which it is exposed. Liquidity risk is monitored
through the development of future rolling cash flow forecasts.
67
Notes to the consolidated financial statements for
the year ended 31 March 2022
16. Financial instruments and financial risk management (continued)
Credit risk
The Group’s exposure to credit risk arises from potential default of a counterparty, with a maximum exposure
equal to the carrying amount of these instruments. Financial instruments that potentially subject the Group to
credit risk principally consist of cash and cash equivalents, trade and other receivables, and the foreign exchange
options. All cash and cash equivalents are held with high credit quality counterparties, being trading banks with
at least an ‘AA-‘ credit rating in New Zealand, and a Moody’s ‘A3’ rating in the USA. The Group does not require
collateral or security from its trade receivables, it performs credit checks, ageing analyses, and monitors specific
credit allowances. The Group does not anticipate any material non-performance by customers. The total
impaired trade receivables as at reporting date is $127,540 (2021: $105,562).
At reporting date, 94% (2021: 81%) of the Group’s cash and cash equivalents were with one bank.
Maximum exposure to credit risk at reporting date:
Cash at bank
Trade and other receivables
Foreign exchange options
Total
Liquidity risk
2022
NZ$'000
24,354
4,830
33
29,217
2021
NZ$'000
11,342
2,630
-
13,972
Liquidity risk is the risk that the Group cannot pay contractual liabilities as they fall due. Management monitors
rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs,
taking into consideration the Group’s forward financing plans. Management believes that the Group has
sufficient liquidity to meet its obligations as they fall due for the next 12 months.
The following table sets out the undiscounted cash flows for all financial liabilities of the Group:
Employee entitlements
Trade payables
Other payables
Accrued expenses
Lease liabilities
Other liabilities
Total financial liabilities
Contractual
cash flows
NZ$'000
676
1,124
86
546
252
2,690
5,374
6 months
or less
NZ$'000
-
1,124
86
546
133
779
2,668
6 months
to 1 year
NZ$'000
-
-
-
-
119
-
119
1 to 2
years
NZ$'000
-
-
-
-
-
-
-
2022
No stated
maturity
NZ$'000
676
-
-
-
-
1,911
2,587
68
Notes to the consolidated financial statements for
the year ended 31 March 2022
16. Financial instruments and financial risk management (continued)
Employee entitlements
Trade payables
Accrued expenses
Lease liabilities
Other liabilities
Total financial liabilities
Contractual
cash flows
6 months
or less
6 months
to 1 year
1 to 2
years
No stated
maturity
NZ$'000
NZ$'000
NZ$'000 NZ$'000
NZ$'000
2021
303
591
369
525
4,277
6,065
-
591
369
185
223
1,368
303
-
-
-
3,814
4,117
173
93
266
167
147
314
Foreign currency risk management
The Group is exposed to foreign currency risk on its revenue and a significant portion of its expenses that are
denominated in USD, which is different to the Group’s presentational and parent’s functional currency NZD.
Additionally, the institutional placement and share purchase plan completed during the year was predominantly
in AUD, creating additional foreign currency risk exposure. Therefore, the Group has purchased AUD/USD foreign
exchange options to mitigate the risk on its AUD cash holdings.
If the NZD strengthened / weakened against the USD or AUD by 10% at 31 March 2022, the pre-tax loss would
have been (higher) / lower as follows:
Cash and cash equivalents
Trade and other receivables
Trade and other payables
Sensitivity analysis
2022
2021
2022
2021
Carrying
amount in
USD
US$'000
6,420
3,367
(824)
2022
Carrying
amount in
AUD
AU$'000
13,144
-
(8)
Carrying
amount in
USD
US$'000
5,881
1,752
(252)
2021
Carrying
amount in
AUD
AU$'000
-
-
-
Carrying
amount
US$'000
8,963
7,381
Carrying
amount
AU$'000
13,137
-
Change in
USD rate
%
10%
-10%
10%
-10%
Effect on loss
before tax
NZ$'000
(1,168)
1,428
(958)
1,172
Change in
AUD rate
%
10%
-10%
10%
-10%
Effect on loss
before tax
NZ$'000
(1,286)
1,572
-
-
69
Notes to the consolidated financial statements for
the year ended 31 March 2022
16. Financial instruments and financial risk management (continued)
Interest rate risk management
The Group’s interest rate risk arises from its cash balances. The Group currently has no significant exposure to
interest rate risk other than in relation to the amount held at the bank. A reasonably expected movement in the
prevailing interest rate would not materially affect the Group’s consolidated financial statements.
17. Fair value estimation
The Group measures certain assets and liabilities at fair value either at initial recognition and/or continually. To
determine these fair values, valuation techniques are utilised.
To provide an indication about the reliability of the inputs used in determining fair value, the Group has identified
what level of input is utilised in the valuation in the note for each asset or liability. An explanation of each level is
below.
Level 1: The fair value of assets/liabilities traded in active markets (such as publicly traded derivatives, and equity
securities) is based on quoted market prices at the end of the reporting period.
Level 2: The fair value of assets/liabilities that are not traded in an active market (for example, over-the-counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and
rely as little as possible on entity-specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the asset/liability is
included in level 3.
18. Contributed equity
Share capital
On issue at the beginning of the year
Issued under share placement
Issued under share purchase plan
Less listing costs offset against issue proceeds
Exercise of share options
Issued as part of business combinations
Total share capital
Shares on issue
Fully paid total shares at the beginning of the year
New ordinary shares offered
Ordinary shares issued on settlement of options
Ordinary shares issued as part of business combinations
Fully paid ordinary shares
2022
NZ$'000
80,932
19,293
5,476
(1,639)
204
485
104,751
2021
NZ$'000
61,498
9,757
9,938
(1,230)
446
523
80,932
2022
2021
133,140,763
24,801,112
564,092
790,771
159,296,738
102,194,048
28,963,035
1,128,334
855,346
133,140,763
70
Notes to the consolidated financial statements for
the year ended 31 March 2022
19. Basic and diluted earnings per share
The Group presents earnings per share (‘EPS’) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the year.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of shares that would be issued on conversion of all the dilutive potential ordinary shares into
ordinary shares.
Total loss for the year attributable to the owners of the parent (NZ$'000)
Ordinary shares issued
Weighted average number of shares issued
Basic loss per share
2022
(7, 857)
159, 296, 738
148, 854, 956
$
(0.05)
2021
(7, 493)
133, 140, 763
121, 474, 636
$
(0.06)
The potential shares and options are anti-dilutive in nature due to the Group being in a loss position. The diluted
loss per share is therefore the same as the undiluted EPS at ($0.05) and ($0.06) for the respective periods.
20. Capital management
The capital structure of the Group consists of equity raised by the issuance of ordinary shares. The Group
manages its capital to ensure it can continue as a going concern and is not subject to any externally imposed
capital requirements.
During the current financial year, the Group completed an institutional placement and share purchase plan
raising $23.1m. The Group’s aim is to have a sufficient capital base to maintain investor and creditor confidence
and to sustain future development of the business. Capital requirements are regularly reviewed by the Board of
Directors.
There have been no material changes in the Group’s management of capital from the previous year.
21. Share-based payments reserve
The share-based payments reserve is used to recognise both the fair value of options issued to employees but
not exercised and contractual share payments to be made to employees based on the period of employment.
Share-based payment reserve
Share options
Contractual share-based payments
Total
2022
NZ$'000
2021
NZ$'000
2,267
501
2,768
913
265
1,178
The contractual share-based payments are in relation to employees who have service conditions, which when
completed grant the right to shares. These arrangements arose from prior business combinations.
The Group has no legal or constructive obligation to settle the shares in cash and has no history of choosing to
settle these payments in cash. As such, these awards are treated as equity settled share-based payments.
71
Notes to the consolidated financial statements for
the year ended 31 March 2022
21. Share-based payments reserve (continued)
The Group determined the value of shares issued under contractual share-based payments based on the agreed
share price at the time of grant. This price is fixed.
A total of 209,322 shares at a value of $136,266 were issued during the period for services rendered (2021:
226,415 shares at $135,849 value).
Share options were granted to directors and selected employees to retain, reward, and motivate such individuals
to contribute to the growth and profitability of the Group.
Options outstanding at 31 March 2022 have a contractual life from grant date of between 4 and 6 years. Options
can be exercised at any time after vesting and unexercised options expire at the end of the contract or if the
employee leaves the Group. The Group has no legal or constructive obligation to repurchase or settle the options
in cash. Any share to be issued on the exercise of the option will be issued on the same terms and will rank
equally in all respects with the ordinary shares in the company on issue.
Movements in the number of share options outstanding and their related average exercise prices are as follows:
At 1 April
Granted
Exercised
Forfeited
Expired
2022
Number of
options
’000's
Average
exercise price
2021
Number of
options
’000's
Average
exercise price
$0.64
$1.01
$0.59
$0.70
nil
$0.80
3,505
3,329
(799)
(201)
nil
5,834
$0.53
$0.78
$0.52
$0.57
nil
$0.64
4,785
1,550
(2,599)
(231)
nil
3,505
Out of the 5,834,000 outstanding options 3,028,106 (2021: 1,820,852) had vested and were exercisable at
31 March 2022.
Options outstanding
Share options outstanding at the end of the year have the following expiry date and exercise price:
Year Granted
Expiry date
Exercise price
2019
2020
2021
2021
2022
2022
2022
31-Dec-21
31-Mar-25
31-Dec-24
30-Jun-25
30-Jun-25
30-Jun-26
30-Sep-26
$0.64
$0.51
$0.90
$0.75
$0.75
$1.06
$1.06
2021
Term
remaining
(years)
0.75
4.00
3.75
4.25
Number of
options
250,000
1,704,998
300,000
1,250,000
2022
Term
remaining
(years)
3.00
2.75
3.25
3.25
4.25
4.50
Number of
options
1,235,000
300,000
1,000,000
455,000
2,694,000
150,000
72
Notes to the consolidated financial statements for
the year ended 31 March 2022
21. Share-based payments reserve (continued)
Measurement of fair value
The Company determined the fair value of options issued using the Black Scholes valuation model. The
significant inputs to the model were level 3 inputs and were:
Fair value of options issued in the year
$0.52, $0.60, $0.47, $0.48
$0.47, $0.62, $0.64, $0.67
2022
2021
Weighted average share price
Exercise price
Volatility
Dividend yield
Risk free interest rate
See note 17 for details of the fair value hierarchy.
22. Related parties
$1.14
$0.78
$0.75 & $1.06
$0.90 & $0.75
55%
nil
55%
nil
0.85% - 2.38%
0.10% - 0.37%
ikeGPS Limited and ikeGPS Incorporated are 100% owned by ikeGPS Group Limited (2021: 100%). All
subsidiaries have 31 March reporting dates.
Name of entity
ikeGPS Limited
ikeGPS Incorporated
Country of
incorporation
New Zealand
USA
Principal activity
Product development and business operations
Product development and business operations
2022
2021
NZ$
1,000
1,000
2,000
NZ$
1,000
1,000
2,000
Key management are identified as the Chief Executive Officer, Chief Financial Officer, Chief Financial and
Operating Officer (resigned September 2021), and Board Directors.
Short term benefits to Board Directors and senior management
Share-based payment expense Board Directors and senior management
2022
NZ$'000
1,619
854
2021
NZ$'000
1,581
367
The Group issued 1,799,000 of unlisted share options at NZD$0.75 and NZD$1.06 to Board Directors and key
management during the period in accordance with the ikeGPS Group Limited Employee Share Scheme
(2021: 850,000 at NZD$0.75 and NZD$0.90).
In addition to the unlisted options issued, key management and Board Directors exercised 779,164 unlisted
options (404,166 exercisable at NZD$0.51, 250,000 exercisable at NZD$0.64 and 124,998 exercisable at
NZD$0.75) resulting in 317,261 new ordinary shares being issued to key management and Board Directors
(2021: 1,825,001 options resulting in 991,407 ordinary shares).
73
Notes to the consolidated financial statements for
the year ended 31 March 2022
23. Commitments and contingencies
Non-cancellable short-term and low-value leases or lease related costs
Less than one year
Between one and five years
Total
2022
NZ$'000
2021
NZ$'000
108
-
108
211
66
277
Operating leases are in relation to rented premises (short-term under one year) and photocopiers (low-value
assets). These exclude leases accounted for under IFRS 16.
24. Sales tax provision
Opening balance
Sales tax (reversal)/expense
Net cash paid to State revenue authorities
Foreign exchange movement
Closing balance
2022
NZ$'000
711
(438)
(245)
12
40
2021
NZ$'000
521
275
-
(85)
711
The primary market for sales of the Group’s products or services is the USA and sales tax obligations can arise
where IKE is deemed to have sales tax nexus.
Previously, the Group identified that customer sales tax was payable in multiple States and a best estimate of
the liability was provided for in the FY21 consolidated financial statements. The Group has almost completed
the process of voluntary disclosure and remitting the sales tax owed to the respective States.
25. Subsequent events
There were no significant events between balance date and the date these financial statements were authorised
for issue.
74
ikeGPS Group Limited
Level 7, 186 Willis Street
Te Aro
Wellington, 6011
Telephone: +64 4 382 8064
Directors of ikeGPS Group Limited
Alex Knowles
Frederick Lax
Richard Gordon Maxwell Christie
Mark Ratcliffe
Eileen Healy
Glenn Milnes
Legal Advisers
Chapman Tripp
10 Customhouse Quay
PO Box 993
Wellington, 6140
Telephone: +64 4 499 5999
Auditor
Grant Thornton
Level 15, Grant Thornton House
215 Lambton Quay
PO Box 10712
Wellington 6143
Share Registrar
Link Market Services Limited
PO Box 91976, Auckland 1142
Level 30 PWC Tower
15 Customs Street West, Auckland 1010
Telephone: +64 9 375 5998
Bankers
Bank of New Zealand
20-54 Mount Wellington Highway
Mount Wellington, Auckland 1060
Private Bag 39806,
Wellington Mail Centre,
Lower Hutt 5045
www.ikegps.com
75 www.ikegps.com