2018
Annual Report
For the year ended
31 March 2018
( 1 ) PLEXURE 2018 ANNUAL REPORT
( 2 ) PLEXURE 2018 ANNUAL REPORT
Chairman’s Review
For the Year Ended 31 March 2018
Chairman’s Review
Overview
Plexure is a mobile engagement software company with a focus on the quick service restaurant and
convenience sectors. Plexure makes the sales process for physical retailers seamless, engaging and
profitable by identifying where customers are, what they want and then facilitating their purchases.
The Company’s technology platform and product offering covers five key capabilities:
• Mobile order and pay
• Next generation loyalty programmes
• Personalised offers
• Analytics
• Seamless operations integration
The Company now has 85 million end users on its platform in over 30 countries. Its technology is
delivering increases in purchase frequency, average basket value, impulse visits and customer lifetime
value, which are all key metrics for retailers.
Year in Review
Key Achievements
• Significantly improved financial performance – revenue growth of 61%, up $4.474m from FY17.
• The Company had $4.097m of cash on hand at balance date and remains cash flow positive with
cashflow from operating activities generating $2.634m.
• Significant reduction in operating expenses resulting in a substantial decrease in net loss by 74%
for FY18.
• A new executive team to take the business to the next stage of growth.
•
Implementation of a refined strategic direction with a focus on growing existing customers and
new business development.
• Significant new product extension with the development and deployment of mobile order and pay
for McDonald’s.
Financial Performance
Total revenue
Operating revenue
Net loss after tax
Cash at bank
Staff (FTE’s)
2018
$’000s
11,755
11,553
(1,666)
4,097
39
2017
$’000s
7,281
7,044
(6,491)
615
55
Change
$’000s
4,474
4,509
4,825
3,482
(16)
Change
%
61
64
74
566
(29)
( 3 ) PLEXURE 2018 ANNUAL REPORT
Chairman’s Review
For the Year Ended 31 March 2018
Financial Performance (continued)
The year ended 31 March 2018 saw a comprehensive turnaround in the underlying performance and
profitability of the core business.
• Revenue increased to $11.755m, representing a 61% improvement YOY.
• Operating expenses decrease of $1.737m, representing a 13% improvement YOY.
• The Company is now cash flow positive with cash flow from operating activities generating
$2.634m in cash, meaning Plexure finished the year with $4.097m cash in the bank.
• The net loss after tax excluding the convertible note accounting* is $0.411m for FY18, down by
94% or $6.100m compared to FY17 calculated on the same basis.
For the year ended 31 March 2018, the Company’s total comprehensive loss decreased by 75% to
$1.617m (2017: $6.482m). The decrease in the loss was driven by strong revenue growth and a decrease
in operating expenses, which resulted in the Company becoming cash flow positive for the year.
Plexure’s strong revenue growth of 61%, or $4.474m, came from existing customers with whom the
Company continues to develop and grow commercially significant relationships. The Company’s global
footprint also continues to grow with 17 countries added in the year ended 31 March 2018 through its
relationship with McDonald’s. Deeper relationships throughout Plexure’s customer set have fuelled
significant new revenues as the Company continues to build new features and capabilities into its
technology platform.
Operating expenses decreased by 13%, or $1.737m, during the year, primarily through cost management
and re-structuring.
Of the total comprehensive loss of $1.731m, $1.255m relates solely to the accounting treatment of the
$1.675m convertible note.
Impact of Convertible Note
The net loss before tax excluding the convertible note accounting* reduced by 94% to $0.411m, a
reduction of $6.100m from the previous year’s loss of $6.511m (calculated on the same basis).
The relevant accounting standard requires us to value the convertible note and discount its value
accordingly, using the effective interest rate valuation method.
The total amount that will be required to be repaid, should note holders choose to redeem, is $1.675m as
at 31 March 2018. Post balance date some noteholders have already chosen to convert, meaning that
at the date of this Annual Report the total amount owing is $1.506m.
As at 31 March 2018, the Company’s share price was $0.21 per share compared to the option conversion
price of $0.12 per share.
Leadership and Governance
In September 2017, Scott Bradley, the Company’s Founder and CEO, relinquished his executive role but
continued as a Non-executive Director. Craig Herbison was appointed as CEO following Scott’s
resignation.
Duanne O’Brien joined the Company as CTO in late 2017, replacing David Inngs. Christopher Dawson
was promoted to Chief Customer Officer at the same time. The final member of the new leadership team
is CFO, Andrew Dalziel.
At the Board level, Brian Russell was appointed as a Non-executive Director in October 2017. Brian
brings nearly three decades of relevant experience in global technology commercialisation with a focus
on machine learning and artificial intelligence.
*A reconciliation is provided in the supplementary financial information
( 4 ) PLEXURE 2018 ANNUAL REPORT
Chairman’s Review
For the Year Ended 31 March 2018
Strategic Focus
The Company’s Management team and Board undertook a strategic review in late 2017 with an emphasis
on global market trends in the mobile engagement software category.
The Company is confident that the increasing adoption of mobile order and pay technologies, coupled
with offer, loyalty and analytics capabilities, represents a strong opportunity and potential for growth.
Plexure’s updated proposition addresses customer demand for seamless buying experiences using
mobile technologies. It also makes it easier for the Company’s customers to manage back-end operations
around mobile order and pay data.
Operational excellence continues to be an area of focus as the Company matures and scales. Plexure
is also refining its marketing approach and go-to-market activities.
Technology Platform and Product Development
Plexure has continued to invest in its technology platform and product set and during the course of the
year has developed a new mobile order and pay product. With the Company’s integrated offer, loyalty
and analytics features, this expanded product set creates a well differentiated proposition for Plexure,
which will drive incremental revenues from existing customers.
The extended product set also enables more customer data to be captured. This will allow Plexure to
provide deeper consumer insights and will generate more revenue for customers. The enhanced data
also provides a strong foundation to build Plexure’s AI and machine learning capabilities.
Outlook
The Board is extremely pleased with the progress the Company has made in the last 12 months. The
financial results, cash position and substantial reduction in loss are clear evidence that our strategic
direction is positioning Plexure for sustainable growth and profitability.
We would like to thank shareholders for their ongoing support of the Company and the Plexure team for
their commitment, energy and hard work.
Phil Norman
Chairman
30 May 2018
( 5 ) PLEXURE 2018 ANNUAL REPORT
(cid:9)
Directors’ Responsibility Statement
For the Year Ended 31 March 2018
Financial Statements
The Directors are responsible for presenting financial statements in accordance with New Zealand law and
generally accepted accounting practice, which present fairly the financial position of the Group as at 31 March 2018
and the results of its operations and cash flows for the year ended on that date.
The Directors consider the financial statements of the Group have been prepared using accounting policies which
have been consistently applied and supported by reasonable judgements and estimates and that all relevant
financial reporting and accounting standards have been followed.
The Directors believe that proper accounting records have been kept which enable with reasonable accuracy, the
determination of the financial position of the Group and facilitate compliance of the financial statements with the
Financial Reporting Act 2013.
The Directors consider that they have taken adequate steps to safeguard the assets of the Group, and to prevent
and detect fraud and other irregularities. Internal control procedures are also considered to be sufficient to provide
a reasonable assurance as to the integrity and reliability of the financial statements.
The Financial Statements are signed on behalf of the Board by:
Phil Norman
Chairman
Tim Cook
Director
Dated: 30 May 2018
Dated: 30 May 2018
( 6 ) PLEXURE 2018 ANNUAL REPORT
(cid:9)
Independent Auditor’s Report
To the Shareholders of Plexure Group Limited
Opinion
Basis for opinion
Audit materiality
We have audited the consolidated financial statements of Plexure Group Limited and its
subsidiaries (the ‘Group’), which comprise the consolidated statement of financial
position as at 31 March 2018, and the consolidated statement of comprehensive income,
statement of changes in equity and 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 consolidated financial statements, on pages 10 to 40,
present fairly, in all material respects, the consolidated financial position of the Group as
at 31 March 2018, and its consolidated statement of comprehensive income and cash
flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (‘NZ IFRS’) and International Financial
Reporting Standards (‘IFRS’).
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’)
and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). 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 believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1
(Revised) Code of Ethics for Assurance Practitioners issued by the New Zealand Auditing
and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ Code of Ethics for Professional Accountants, and we have fulfilled our other
ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor and the provision of taxation compliance services
and taxation advisory services, we have no relationship with or interests in the Company
or any of its subsidiaries. These services have not impaired our independence as auditor
of the Company and Group.
We consider materiality primarily in terms of the magnitude of misstatement in the
financial statements of the Group that in our judgement would make it probable that the
economic decisions of a reasonably knowledgeable person would be changed or
influenced (the ‘quantitative’ materiality). In addition, we also assess whether other
matters that come to our attention during the audit would in our judgement change or
influence the decisions of such a person (the ‘qualitative’ materiality). We use materiality
both in planning the scope of our audit work and in evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $320,000
(2017: $320,000).
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the consolidated financial statements of the current period.
These matters were addressed in the context of our audit of the consolidated financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
( 7 ) PLEXURE 2018 ANNUAL REPORT
Key audit matter
How our audit addressed the key audit matter and
results
Revenue Recognition (Note 3)
The Group’s primary revenue arises from service
agreements, and totalled $11.55m (2017: $7.04m) for the
year to 31 March 2018.
The service agreements contain multiple elements such as
license revenue, deployment and integration revenue,
consulting fees and support fees. The revenue recognition
for each of these different elements differ based on when
the relevant service has been delivered to the customer
and is normally after the revenue has been billed. This
requires the Group to identify the value of the individual
services being provided in the service agreements and
allocate the revenue received across those services into the
correct period to which the services relates (in accordance
with NZ IAS 18 Revenue (‘NZ IAS 18’)).
We have included the recognition of revenue as a key audit
matter due to the significance of revenue to the
measurement of the performance of the Group and the
judgement made in determining which period the services
are delivered.
Intangible Assets – Internally Developed Software
(Note 2(c) and Note 15)
As a software as a service provider the Group incurs
significant expenditure in developing, maintaining and
upgrading software.
The Group has to exercise judgement in determining which
costs associated with the software expenditure meet the
criteria for capitalisation (as described in Note 2(c))
including whether the software will generate probable
future economic benefits and be subsequently amortised
under NZ IAS 38 Intangible Assets (‘NZ IAS 38’) rather
than being expensed as incurred.
Intangible assets relating to software had a carrying value
of $4.4m (2017: $5.4m) at 31 March 2018, and there were
additions of $0.9m (2017: $2.4m) for the year then ended.
For internally developed software, we have included the
assessment of the capitalisation criteria, the assessment
whether the software will generate probable future
economic benefits and indicators of impairment as a key
audit matter due to the level of judgement involved.
Going Concern (Note 2(a)(i))
The consolidated financial statements have been prepared
on a going concern basis. Whilst the Group recorded a net
loss after tax of $1.7m for the year ended 31 March 2018,
the Group undertook a restructure in the current period to
align costs more closely with revenue, and also raised
additional funds in the form of additional shares amounting
to $1.9m. Further details of the financial position of the
Group are outlined in Note 2(a)(i).
Given the significance of the going concern assumption to
the consolidated financial statements and the judgement
involved in determining the cash flow forecast supporting
this assumption, the assessment of the Group’s ability to
continue as a going concern is considered to be a key audit
matter.
( 8 ) PLEXURE 2018 ANNUAL REPORT
We obtained an understanding of the Group’s process for
recording revenue arising from the service agreements and
performed walk through procedures of the Group’s
processes for each significant class of revenue.
We selected and read a sample of the services agreements
and evaluated the appropriateness of management’s
recognition of revenue arising from these agreements by:
•
assessing the salient contractual terms in the service
agreements for conditions that impact the timing of
revenue recognition and in turn the completeness of
deferred revenue;
•
•
•
ensuring revenue recognised during the year is
supported by signed service agreements;
assessing the appropriate allocation of the fair value of
the consideration to the identified service delivery
components; and
evaluating evidence of relevant service delivery to
customers and therefore supporting revenue being
recognised in the current period.
We assessed the Group’s policy for determining whether
software costs should be capitalised or expensed against
the relevant accounting standards and performed a walk
through to confirm our understanding of the Group’s policy.
We selected a sample of the additions to intangible assets -
software during the year and evaluated whether these
additions were appropriately capitalised.
This was achieved by:
•
comparing the selected samples to relevant supporting
documentation (such as supplier invoices, and
employee records); and
evaluating whether the capitalisation of software
meets the recognition criteria of the relevant
accounting standards and Group’s policy.
•
We challenged management’s assessment that the costs
capitalised will generate future economic benefits and
challenged management’s assessment of indicators of
impairment.
We evaluated the Group’s assessment of its ability to
continue as a going concern. This included:
•
obtaining the Group’s cash flow forecast for a period
not less than 12 months from the date the
consolidated financial statements are approved;
•
•
•
comparing the actual results for the financial year
ended March 2018 against the forecast results for the
same period to determine the Group’s accuracy in
preparing cash flow forecasts;
testing the mechanical accuracy of the Group’s cash
flow forecast; and
evaluating the assumptions used in the forecast, which
included sighting supporting documentation for known
revenue increases, understanding the cost base within
the forecast, performing sensitivity analysis, and
comparing the forecast to actual results to the date
the consolidated financial statements are approved.
We assessed the adequacy of the going concern disclosures
included in the consolidated financial statements.
Other information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the
consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If so, we are required to report
that fact. We have nothing to report in this regard.
Directors’
responsibilities for
the consolidated
financial statements
The directors are responsible on behalf of the Group for the preparation and fair
presentation of the consolidated financial statements in accordance with NZ IFRS and
IFRS, and for such internal control as the directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
Auditor’s
responsibilities for
the audit of the
consolidated financial
statements
In preparing the consolidated financial statements, the directors are responsible on
behalf of the Group for assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
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 and 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 our responsibilities for the audit of the consolidated financial
statements is located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders, as a body. Our audit has been
undertaken so that we might state to the Company’s shareholders those matters 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’s shareholders as a body, for our audit work, for this report, or for the
opinions we have formed.
Andrew Boivin, Partner
for Deloitte Limited
Auckland, New Zealand
30 May 2018
( 9 ) PLEXURE 2018 ANNUAL REPORT
Consolidated Statement of Comprehensive Income
For the Year Ended 31 March 2018
Revenues
Operating revenue
Other income
Total revenue & other income
Expenses
Wages & staff costs
Contractors
Travel costs
Office costs
Professional costs
Board fees
Marketing
IT costs
Other expenses
Depreciation
Amortisation
Operating expenses
Gain/(Loss) on derivative liability
Extinguish convertible note
Interest expense on derivatives
Financing expenses
Net loss before tax
Income tax expense
Notes
3
4
5&9
9
6
7
8
14
15
18
18
18
2018
$’000
11,553
202
11,755
(4,286)
(975)
(450)
(381)
(299)
(189)
(92)
(2,760)
(463)
(101)
(1,937)
(11,933)
(900)
(64)
(291)
(1,255)
2017
$’000
7,044
237
7,281
(5,350)
(720)
(703)
(504)
(396)
(178)
(678)
(2,928)
(279)
(121)
(1,813)
(13,670)
89
-
(69)
20
(1,433)
(6,369)
10(a)
(233)
(122)
Net loss after tax for the year attributable to the
shareholders of the company
(1,666)
(6,491)
Other comprehensive income
Exchange difference on translating foreign operations
Total comprehensive loss for the year attributable to
the shareholders of the company
49
9
(1,617)
(6,482)
Earnings per share
Basic (loss) per share (cents)
Diluted (loss) per share (cents)
21
21
(1.6)
(0.3)
(7.1)
(7.1)
Calculated on a weighted average basis of the number of shares on issue.
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
( 10 ) PLEXURE 2018 ANNUAL REPORT
Consolidated Statement of Changes in Equity
For the year ended March 2018
Notes
Balance at 1 April 2016
Net loss after tax
Exchange differences
arising on translating
foreign operations
Total comprehensive loss
Transactions with owners
Issue of share capital
Recognition of share
based payments
Balance at 31 March 2017
22
20(c)
20(a)
20(b)
Balance at 1 April 2017
Net loss after tax
Exchange differences
arising on translating
foreign operations
Total comprehensive loss
Transactions with owners
Issue of share capital
Capital raise fees
Recognition of share
based payments
Share based payments
on options vested but not
exercised
Balance at 31 March 2018
22
20 (c)
20(a)
20(a)
20(b)
20(b)
Share
Capital
$’000
21,444
-
-
-
3,508
-
24,952
24,952
-
-
-
1,900
(32)
-
-
Foreign
Currency
Translation
Reserve
$’000
Share
Based
Payment
Reserve
$’000
Accumulated
Losses
Total
Equity
$’000
$’000
970
-
(15,812)
(6,491)
6,658
(6,491)
56
-
9
9
56
-
65
65
-
49
49
-
-
-
-
-
-
108
1,078
1,078
-
-
-
-
53
-
9
(6,491)
(6,482)
-
-
3,508
108
(22,303)
3,792
(22,303)
(1,666)
3,792
(1,666)
-
49
(1,666)
(1,617)
-
1,900
(32)
53
-
(830)
830
26,820
114
301
(23,139)
4,096
The above consolidated statement of changes in equity should be read in conjunction with the
accompanying notes.
( 11 ) PLEXURE 2018 ANNUAL REPORT
Consolidated Statement of Financial Position
As at 31 March 2018
Asset
Current assets
Cash and cash equivalents
Trade and other receivables
Less current liabilities
Trade and other payables
Deferred revenue
Income tax payable
Convertible notes
Derivative liability
Other liabilities
Working capital
Non-current assets
Property, plant & equipment
Intangible assets
Deferred tax
Non-current liabilities
Other liabilities
Total net assets
Equity
Share capital
Share based payment reserve
Accumulated losses
Foreign currency translation reserve
Total equity
Signed on behalf of the Board by:
Notes
11
12
16
17
10(b)
18
18
19
14
15
10(d)
19
20(a)
20(b)
22
20(c)
2018
$’000
4,097
1,431
5,528
751
2,446
27
1,485
1,351
10
6,070
2017
$’000
615
1,885
2,500
1,570
1,149
82
1,419
161
10
4,391
(542)
(1,891)
243
4,401
-
4,644
6
6
4,096
220
5,394
86
5,700
17
17
3,792
26,820
301
(23,139)
114
4,096
24,952
1,078
(22,303)
65
3,792
Phil Norman
Chairman
Tim Cook
Director
Dated: 30 May 2018
Dated: 30 May 2018
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
( 12 ) PLEXURE 2018 ANNUAL REPORT
(cid:9)
Consolidated Statement of Cash Flows
For the year ended 31 March 2018
Operating activities
Cash was provided from (applied to):
Receipts from customers
Marketing funding received
Interest received
Payment to suppliers & employees
Income tax paid
Net cash inflow / (outflow) from operating activities
Investing activities
Cash was provided from (applied to):
Disposal of property, plant and equipment
Purchase of property, plant and equipment
Capitalised development costs
Net cash outflow from investing activities
Financing activities
Cash was provided from (applied to):
Issue of ordinary shares
Share capital raising costs
Convertible notes issued
Net cash inflow from financing activities
Net increase/(decrease) in cash held
Add cash and cash equivalents at start of year
Effect of foreign exchange rate changes on cash
Cash at bank at end of year
Comprised of:
Cash and short term deposits
Notes
2018
$’000
2017
$’000
13,300
175
10
(10,819)
(32)
2,634
3
(128)
(944)
(1,069)
1,900
(32)
-
1,868
6,819
171
16
(11,511)
(165)
(4,670)
-
(34)
(2,437)
(2,471)
3,671
(161)
1,600
5,110
3,433
(2,031)
615
49
4,097
2,637
9
615
4,097
615
27
14
15
18
11
11
The above consolidated statement of cash flows should be read in conjunction with the accompanying
notes.
( 13 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
1. Corporate Information
The consolidated financial statements of Plexure Group Limited and its subsidiaries (collectively, the
Group) for the year ended 31 March 2018 were authorised for issue in accordance with a resolution of the
directors on 30th May 2018.
Plexure Group Limited (“the Company”) is a limited company incorporated and domiciled in New Zealand,
registered under the Companies Act 1993, and whose shares are publicly traded on the New Zealand
Stock Exchange [NZX:PLX]. The registered office is located at Level 3, 104 Quay Street, Auckland, New
Zealand.
On the 25th of July 2016 VMob Group Limited and VMob Limited changed their names to Plexure Group
Limited and Plexure Limited. All other companies in the Group structure still retain the VMob name
although trade as Plexure.
The principal activity of the Company is the development and deployment of mobile engagement software.
The principal activities of subsidiaries are disclosed in Note 13.
Statement of Compliance
The consolidated financial statements of the Group comply with New Zealand Equivalents to International
Financial Reporting Standards (“NZ IFRS”) as appropriate for profit-oriented entities.
The consolidated financial statements comply with International Financial Reporting Standards (“IFRS”).
Plexure Group Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act
2013 and these financial statements comply with that Act.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of the financial statements are set out below.
These policies have been consistently applied unless otherwise stated.
(a) Basis of Preparation
The consolidated financial statements have been prepared in accordance with generally accepted
accounting practice in New Zealand (NZ GAAP). For the purposes of complying with NZ GAAP the entity
is a for-profit entity.
The consolidated financial statements have been prepared on the basis of historical cost and on a going
concern basis. Cost is based on the fair values of the consideration given in exchange for assets. As
noted in 2(c) the application of the going concern assumption is a key judgement. Refer below for further
details.
(i) Going concern
For the year ended 31 March 2018, operating revenue grew 64% over the same period last year, to
$11.553m. The Group recorded a net loss after tax of $1.666m for the year ended 31 March 2018
(2017: loss $6.491m) with equity of $4.096m as at 31 March 2018 (2017: $3.792m). As at 31 March
2018 the Group has cash and cash equivalents of $4.097m (2017: $0.615m), and the net cash inflow
from operating activities for the year ended 31 March 2018 was $2.634m (2017:outflow of $4.670m),
and the net cash outflow from investing activities was NZ$1.069m (2017: $2.471m). The Group raised
$1.900m of funds during the year via the issuance of shares.
The Group has prepared forecasts which indicate that cash on hand at year-end, combined with cash
flow as a result of operations, will enable the Group to continue operating and satisfy its going concern
requirements. During the course of the year the Group undertook a restructure aimed at aligning
costs more closely with revenue. As a result of this, along with forward looking forecasts, the going
concern assumption is not dependent on raising cash through the issuance of further share capital.
The Directors are confident that the Group remains a going concern.
( 14 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(a) Basis of Preparation (continued)
(i) Going concern (continued)
Accordingly the Directors believe the going concern assumption is valid and have reached this
conclusion having regard to the circumstances which they consider likely to affect the Group during
the period of one year from the date these financials are approved, and to circumstances which they
believe will occur after that date which could affect the validity of the going concern assumption.
If the Group was unable to continue in operational existence, and pay debts as and when they
become due and payable, adjustments would have to be made to reflect the situation that assets
may need to be realised and liabilities extinguished, other than in the normal course of business and
at amounts which could differ significantly from the amounts at which they are currently recorded in
the balance sheet.
Accounting policies are selected and applied in a manner that ensures that the resulting financial
information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the
underlying transactions or other events is reported.
The consolidated financial statements are presented in New Zealand dollars and all values are rounded
to the nearest ($000), except when otherwise indicated. The consolidated financial statements provide
comparative information in respect of the previous period.
(b) Critical Judgements in Applying Accounting Policies
In the application of NZ IFRS management is required to make judgements, estimates and assumptions
about carrying values of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstance, the results of which form the basis of making the
judgements. Actual results may differ from these estimates. The estimates and underlying assumptions
are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that period or in the period of the revision and
future periods if the revision affects both current and future periods.
(c) Key Sources of Estimation Uncertainty and Key Judgements
Judgements made by management in the application of NZ IFRS that have significant effects on the
financial statements and estimates with a significant risk of material adjustments in the next year are
disclosed, where applicable, in the relevant notes to the financial statements.
Key Sources of Estimation Uncertainty and key judgements include:
• The Group assesses each revenue contract to ensure that revenue is recognised based on the
specific element to which it relates (ie training, licence, deployment, integration or support) in
accordance with the contract and the appropriate accounting standard. A single contract may
contain multiple elements with different recognition and measurement criteria.
• The application of the going concern assumption (refer Note 2(a)(i)).
• Determining whether the intangible assets to which the development expenditure relates meet the
criteria for capitalization and if there are any indicators of impairment.
Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be measurable under the
circumstances.
( 15 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(d) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company and its subsidiaries as at 31 March 2018. Control is achieved when the Group
is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Specifically, the Group controls an investee if
and only if the Group has:
• Power over the investee;
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when
the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are
included in the financial statements from the date the Group gains control until the date the Group ceases
to control the subsidiary.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They
are de-consolidated from the date that control ceases. The acquisition method of accounting is used to
account for the acquisition of subsidiaries by the Company. The consideration transferred for an
acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities
incurred or assumed at the date of exchange. Costs directly attributable to the acquisition are expensed
as incurred and included in operating expenses.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation. Accounting policies of subsidiaries
are consistent with the policies adopted by the Group.
(e) Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the revenue can be reliably measured, regardless of when the payment is being made. Revenue is
measured at the fair value of the consideration received or receivable, taking into account contractually
defined terms of payment and excluding taxes or duty. The Group has concluded that it is the principal in
all of its revenue arrangements since it is the primary obligor in all the revenue arrangements, has pricing
latitude and is also exposed to credit risks.
The specific recognition criteria described below must also be met before revenue is recognised.
(i) Provision of services
Revenue is recognised over the period in which the service is rendered by reference to the stage of
completion of the specific transaction assessed on the basis of the actual service provided as a
proportion of the total services to be provided. Such services include deployment and integration
revenue, license revenue, support fees and consulting fees. Consideration received prior to the
service being rendered is recognised in the consolidated statement of financial position as deferred
revenue. Revenue for which services have been rendered but invoices have not been issued is
recognised within the consolidated statement of financial position as accrued income and included
within trade and other receivables.
(ii) Interest Revenue
Interest revenue is accrued on a time basis, by reference to the principal outstanding and the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to that asset’s net carrying amount. Interest income is included
in other income in the consolidated statement of comprehensive income.
( 16 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(e) Revenue Recognition (continued)
(iii) Government Grants
Government grants are recognised when there is reasonable assurance that the Group will comply
with the conditions attached to them and that the grants will be received.
Government grants whose primary condition is that the Group should purchase, construct, or
otherwise acquire non-current assets are recognised as deferred revenue in the statement of
financial position and transferred to profit or loss on a systematic and rational basis over the useful
lives of the related assets.
Other government grants are recognised as revenue over the periods necessary to match them with
the costs for which they are intended to compensate, on a systematic basis. Government grants that
are receivable as compensation for expenses or losses already incurred or for the purpose of giving
immediate financial support to the Group with no future related costs are recognised in the profit or
loss in the period they become receivable.
(f) Taxation
Current Income Tax
Current income tax assets and liabilities for the current period are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the
amount are those that are enacted or substantively enacted, at the reporting date in the countries where
the Group operates and generates taxable income.
Deferred Tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of
temporary differences arising from differences between the carrying amount of assets and liabilities in the
financial statements and the corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax
assets are recognised to the extent that it is probable that sufficient taxable amounts will be available
against which deductible temporary differences or unused tax losses and tax offsets can be utilised.
However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to
them arise from the initial recognition of assets and liabilities (other than as a result of a business
combination), which affects neither taxable income nor accounting profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period
when the liability is settled or the asset is realised based on tax rates that have been enacted or
substantively enacted at reporting date. Deferred tax is charged or credited in the profit or loss, except
when it relates to items charged or credited in other comprehensive income, in which case the deferred
tax is also dealt with in other comprehensive income.
Sales Tax
Expenses and assets are recognised net of the amount of sales tax, except:
• When the sales tax incurred on a purchase of assets or services is not recoverable from the
taxation authority, in which case, the sales tax is recognised as part of the cost of acquisition of
the asset or as part of the expense item, as applicable
• When receivables and payables are stated with the amount of sales tax included
• The net amount of sales tax recoverable from, or payable to, the taxation authority is included as
part of receivables or payables in the consolidated statement of financial position.
(g) Foreign Currencies
The Group’s consolidated financial statements are presented in New Zealand dollars, which is also the
parent company’s functional currency. For each entity the Group determines the functional currency and
items included in the financial statements of each entity are measured using that functional currency. The
Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that
is reclassified to profit or loss reflects the amount that arises from using this method.
( 17 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(g) Foreign Currencies (continued)
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective
functional currency spot rates at the date the transaction first qualifies for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency
spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary
items are recognised in profit or loss with the exception of monetary items that are designated as part of
the hedge of the Group’s net investment of a foreign operation. These are recognised in other
comprehensive income until the net investment is disposed of, at which time, the cumulative amount is
reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those
monetary items are also recorded in other comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using the exchange rates at the date when the fair value is determined.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with
the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on
items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also
recognised in other comprehensive income or profit or loss, respectively).
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into New Zealand Dollars
at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated
at exchange rates prevailing at the dates of the transactions. The exchange differences arising on
translation for consolidation are recognised in other comprehensive income. On disposal of a foreign
operation, the component of other comprehensive income relating to that particular foreign operation is
recognised in profit or loss.
(h) Property, Plant and Equipment
All items of Property, Plant and Equipment are stated at cost less accumulated depreciation, and
impairment. Cost includes expenditure that is directly attributable to the acquisition of the item.
Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight line
basis so as to write off the net cost of the asset over its expected useful life to its estimated residual value.
The following estimates of useful lives are used in the calculation of depreciation:
Category
Fixtures & Fittings
Plant & Equipment
Leasehold Improvements
Estimated useful life
2-14 years
3 years
5 years
An item of property, plant and equipment and any significant part initially recognised is derecognised upon
disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss
arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the consolidated statement of comprehensive income
when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are
reviewed at each financial year-end and adjusted prospectively, if appropriate.
( 18 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(i) Leases
The determination of whether an arrangement is (or contains) a lease is based on the substance of the
arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the
arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right
to use the asset or assets, even if that right is not explicitly specified in an arrangement.
Group as a lessee
Operating lease payments are recognised as an operating expense in the consolidated statement of
comprehensive income on a straight-line basis over the lease term.
(j) Intangible Assets
Capitalised Software Development Expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally-generated intangible asset arising from development (or from the development phase of an
internal project) is recognised if, and only if, all of the following have been demonstrated:
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
•
•
•
• how the intangible asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development
and to use or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its
development.
•
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure
incurred from the date when the intangible asset first meets the recognition criteria listed above. Where
no internally-generated intangible asset can be recognised, development expenditure is charged to profit
or loss in the period in which it is incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets
acquired separately.
The useful life of internally-generated intangible assets is as follows:
Category
Core Platform
Mobile Apps
Estimated Useful Life
5 years
2 years
(k) Impairment of Non-Financial Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss
(if any). Where the asset does not generate cash flows that are independent from other assets, the Group
estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The 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 discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit)
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 for the asset (cash-generating unit) in prior years. A reversal of an
impairment loss is recognised in profit or loss immediately.
( 19 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(l) Cash and Cash Equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash on hand,
demand deposits, and other short-term highly liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of changes in value.
(m) Share Based Payments
Equity-settled share-based payments to employees and others providing similar services are measured
at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair
value of equity-settled share-based transactions are set out in Note 20. The fair value determined at the
grant date of equity-settled share-based payments is expensed on a straight-line basis over the vesting
period with a corresponding increase in equity, based on the Group’s estimate of equity instruments that
will eventually vest. At the end of each reporting period, the Group revises its estimate of the number of
equity instruments expected to vest. The impact of the revision of the original estimates, if any, is
recognised in profit and loss such that the cumulative expense reflects the revised estimate, with a
corresponding adjustment to the equity-settled share-based payment reserve.
(n) Financial Instruments
Financial assets and financial 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.
(o) Accounts Receivable
Accounts receivable are measured at initial recognition at fair value and are subsequently measured at
amortised cost using the effective interest method. Appropriate allowances for estimated irrecoverable
amounts are recognised in profit or loss when there is objective evidence that the asset is impaired. The
allowance recognised is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.
(p) Equity Instruments
Equity instruments issued by the Group are recorded at the proceeds received net of direct issue costs.
(q) Accounts Payable
Accounts payable are recognised when the Group becomes obliged to make future payments resulting
from the purchase of goods and services.
(r) Employee Benefits
Provision is made for benefits accruing to employees in respects of wages and salaries, annual leave,
and sick leave when it is probable that settlement will be required and they are capable of being measured
reliably.
Provision made in respect of employee benefits expected to be settled within 12 months, are measured
at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits, which are not expected to be settled within 12 months,
are measured at the present value of the estimated future cash outflows to be made by the Group in
respect of services provided by employees up to reporting date.
( 20 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(s) Consolidated Statement of Cash Flows
For the purpose of the consolidated statement of cash flows, cash and cash equivalents includes cash on
hand and in banks and investments in money market instruments net of outstanding bank overdrafts.
The consolidated statement of cash flows is prepared exclusive of GST, which is consistent with the
method used in the statement of comprehensive income.
Definition of terms used in the consolidated statement of cash flows:
• Operating activities include all transactions and other events that are not investing or financing
•
activities.
Investing activities are those activities relating to the acquisition and disposal of current and non-
current investments and any other non-current assets.
• Financing activities are those activities relating to changes in the equity and debt capital structure
of the Group and those activities relating to the cost of servicing the Group’s equity.
(t) Convertible notes
Convertible notes are initially measured at fair value and subsequently measured at amortised cost using
the effective interest method.
The effective interest method is a method for calculating the amortised cost of a financial liability and
allocating interest expense over the relevant period.
(u) Derivative financial liability
The derivative financial liability is carried at fair value, with any gains or losses arising on measurement
recognised in profit or loss.
Fair value has been determined in the manner described in Note 18.
(v) Adoption of New Revised Standards and Interpretations
The Group adopted all mandatory new and amended standards and interpretations. None of these
standards and interpretations had a material impact on the financial statements.
There are a number of other new and revised standards and interpretations that are not effective yet. The
following are particularly relevant for the Group:
NZ IFRS 9 Financial Instruments (effective for accounting periods beginning on or after 1 January 2018).
This standard addresses the requirements for classification and measurement of financial assets and
financial liabilities, impairment methodology and hedge accounting. The standard is not expected to have
a material impact on the Group financial statements noting that the Convertible Note wil either be repaid
or converted to equity on the 31 March 2019. The Group will adopt the standard for the year ending 31
March 2019.
( 21 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
(v) Adoption of New Revised Standards and Interpretations (continued)
NZ IFRS 15 Revenue from contracts with customers (effective for accounting periods beginning on or
after 1 January 2018).
This standard replaces NZ IAS 18 Revenue by establishing a new framework for revenue recognition
and is effective for the Group for the year ended 31 March 2019.
NZ IFRS 15 establishes a comprehensive framework for determining whether, how much and when
revenue is recognised, and also contains new requirements related to presentation. The core principle
of this new standard is that revenue should be recognised dependent on the transfer of promised goods
or services to the customer for an amount that reflects the consideration which should be received in
exchange for those goods or services. The objective of the standard is to provide a five-step approach
to revenue recognition that includes identifying contracts with customers, identifying performance
obligations, determining transaction prices, allocating transaction prices to performance obligations, and
recognising revenue when or as performance obligations are satisfied.
Judgement will need to be applied, including making estimates and assumptions, for the contracts
Plexure has in place with its customers in identifying performance obligations, in constraining estimates
of variable consideration and in allocating the transaction price to each performance obligation. The new
standard requires the incremental costs of obtaining a contract to be capitalised and expensed on a
systematic basis. Further, the new standard will result in an increased volume of disclosure information
the consolidated financial statements.
An initial assessment of impact on the Group’s performance has been performed on each of the
Group’s most significant contracts. The customer contracts Plexure currently has in place have multiple
elements to them, with the associated revenue streams as per Note 3. Based on the Group’s initial
assessment, there is not expected to be a material change in the recognition of revenue in relation to
the services provided.
Plexure continues to grow, and sign new contracts with both existing and new customers. Consequently
the final impact of the NZ IFRS 15 will need to be continually assessed throughout the next financial
year.
NZ IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
NZ IFRS 16, Leases, This standard replaces NZIAS17: Leases and changes the way in which the Group
accounts for its operating leases. The new standard requires recognition of a lease liability and a right-of-
use asset at inception based on the future lease payments for substantially all lease contracts. The
expense previously recorded in relation to operating leases will move from being included in operating
expenses to within depreciation and finance expense.
NZ IFRS 16 is effective for the year ended 31 March 2020 with early adoption permitted. The Group
intends to adopt NZ IFRS 16 on its effective date and has yet to assess its full impact, however it should
be noted that as at 31 March 2018, the Group has two leases, one for property and one for a photocopier.
There were a number of other amendments to accounting standards as part of the ongoing improvement
process. None of these changes is expected to have a significant impact on the Group.
( 22 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
3. Operating revenue
License revenue
Deployment and integration revenue (i)
Consulting revenue
Support fees
Expenses reimbursed revenue
2018
$’000
3,847
3,031
2,089
2,408
178
11,553
2017
$’000
4,052
544
332
2,073
43
7,044
(i) Deployment and integration revenue relates to fees earned to develop and deploy apps for certain
customers and integrate those apps with the Plexure platform.
2018
$’000
10
17
175
202
2018
$’000
2,885
767
299
60
85
20
170
4,286
26
4
2017
$’000
16
50
171
237
2017
$’000
2,659
2,109
117
129
187
53
96
5,350
47
8
4. Other income
Interest received
Government grant income
Marketing funding
5. Wages and staff costs
Salaries (less capitalised)
NZ
Overseas
Benefits
NZ
Overseas
Kiwisaver/Pension
NZ
Overseas
Staff Costs
Permanent Staff numbers as at 31 March
NZ
Overseas
( 23 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
6. Professional fees
Auditors’ fees for audit of the financial statements (i)
Auditors’ other fees:
Taxation compliance services
Taxation advisory services
Accounting advisory services and systems
Consultancy services
Legal Expenses
(i) The auditor of the Group in 2017 and 2018 is Deloitte Limited.
7. IT Costs
Platform hosting
Support and maintenance
License
Other IT expenses
8. Other expenses
Other Expenses includes the following amounts:
Listing Expenses
Share Option Expense
Foreign Exchange gain
Bad debts
Doubtful Debts
Non-derivatives interest expenses
Bank fees
9. Lease expenses
Lease expenses are included within staff benefits and office costs
Staff benefits
Office costs
2018
$’000
40
23
25
79
33
99
299
2018
$’000
2,353
184
175
48
2,760
77
53
96
123
91
4
19
463
-
132
2017
$’000
40
19
2
115
128
92
396
2017
$’000
2,305
343
174
106
2,928
104
108
(18)
48
-
11
26
279
183
201
( 24 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
10. Tax
The major components of income tax expense for the years ended 31 March 2018 and 2017 are:
(a) Consolidated Statement of Comprehensive Income:
Current income tax:
Current income tax expense
Withholding Tax not recognised
Deferred tax:
Prior Period Adjustment
Income tax expense reported in the statement of comprehensive
income
(b) Current tax assets and liabilities
RWT receivable
Current tax payable
(c) Reconciliation of income tax expense to net loss before tax:
Net loss before tax
Benefit of statutory income
Non-deductible expenses
Future benefit of tax losses not recognised
Effect of difference in overseas tax rates
Foreign withholding tax expenses
Prior period adjustment
Income tax expense reported in the statement of comprehensive
income
2018
$’000
(35)
(126)
(72)
(233)
2018
$’000
(8)
35
27
2018
$’000
(1,433)
401
(89)
(359)
12
(126)
(72)
2017
$’000
(208)
86
-
(122)
2017
$’000
-
82
82
2017
$’000
(6,369)
1,784
(38)
(1,847)
9
(30)
-
(233)
(122)
(d) Deferred Tax
The Group has estimated gross tax losses of $23.0m at balance date (2017: $22.1m). These are subject
to confirmation by the Inland Revenue Department and subject to meeting the requirements of the 2007
Income Tax Act. Unrecognised deferred tax assets arising from these tax losses are $6.4m measured at
28% (2017: $6.2m). The analysis of deferred tax assets and deferred tax liabilities is as follows:
At 1 April 2016
Recognised in profit and loss
At 31 March 2017
Intangible
assets
$’000
(310)
(305)
(615)
Provisions
& accruals
$’000
37
13
50
At 1 April 2017
Recognised in profit and loss
At 31 March 2018
(615)
(270)
(885)
50
(12)
38
Tax
losses
$’000
273
292
565
Deferred
$’000
-
86
86
565
282
847
86
(86)
-
Total
$’000
-
86
86
86
(86)
-
( 25 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
10. Tax (continued)
(e) Imputation Credit Account Balances
Balance as at 31 March
11. Cash and Cash Equivalents
Cash at banks
Short term deposits
Denominations in:
New Zealand dollars
United States dollars
Australian dollars
Japanese Yen
Great British pounds
2018
$000
8
2018
$’000
174
3,923
4,097
3,906
77
36
55
23
4,097
2017
$000
14
2017
$’000
190
425
615
405
85
34
70
21
615
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are
held with the Group’s bankers, made for varying periods depending on the immediate cash requirements
of the Group, and earn interest at the respective short-term deposit rates. Foreign currency rates used to
convert was USD 0.7203, AUD 0.9409, JPY 76.96,GBP 0.5121 (2017: USD 0.6991, AUD 0.9418, JPY
78.36,GBP 0.5600)
12. Trade and Other Receivables
Accounts receivable
Provision for doubtful debts
Accrued Income
Sales tax receivable
Prepayments and other receivables
Resident Withholding Tax
The aging profile of Accounts Receivable are as follows
Current
30-59
60-89
90 days and later
2018
$’000
1,029
(91)
111
212
170
-
1,431
273
463
121
172
1,029
2017
$’000
1,562
-
-
94
189
40
1,885
249
32
1,036
245
1,562
The aging profile above does not necessarily reflect whether an amount is past due and impaired, as
customer credit terms vary. Of the accounts receivable total of $1.029m, $0.756m is past due (2017:
$1.281m) however based on overseas payment patterns this is considered normal.
( 26 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
13. Investments in Subsidiaries
The consolidated financial statements of the Group include the following subsidiaries:
Name
Plexure Limited
VMob IP Limited
Holding
company
Plexure Group
Limited
Plexure Group
Limited
VMob Pty Limited Plexure Limited 100%
VMob Singapore
Pte Limited
Plexure Limited 100%
Equity interest Balance
2018
2017
date
Country of
incorporation
Principal
activity
100%
100%
31 March New Zealand Trading entity
100%
100%
31 March New Zealand
100%
31 March Australia
Holder of IP
assets
Trading entity
100%
31 March Singapore
Trading entity
VMob UK Limited Plexure Limited 100%
100%
31 March
United
Kingdom
Trading entity
VMob USA
Limited
VMob KK
Plexure Limited 100%
100%
31 March USA
Trading entity
Plexure Limited 100%
100%
31 March
Japan
Trading entity
On the 25th of July 2016 VMob Group Limited and VMob Limited changed their names to Plexure Group
Limited and Plexure Limited. All other companies in the Group structure still retain the VMob name
although trade as Plexure.
14. Property, Plant & Equipment
Leasehold
Improvements
$’000
Furniture
& Fittings
$’000
Plant &
Equipment
$’000
Cost
At 1 April 2016
Additions
At 31 March 2017
Additions
Disposal
At 31 March 2018
Depreciation
At 1 April 2016
Depreciation charge for
the year
At 31 March 2017
Depreciation charge for
the year
Disposal
At 31 March 2018
Net book value
At 31 March 2017
At 31 March 2018
239
3
242
-
(6)
236
(63)
(48)
(111)
(49)
3
(157)
131
79
( 27 ) PLEXURE 2018 ANNUAL REPORT
59
-
59
2
-
61
(18)
(6)
(24)
(5)
-
(29)
35
32
187
32
219
125
(30)
314
(98)
(67)
(165)
(47)
30
(182)
54
132
Total
$’000
485
35
520
127
(36)
611
(179)
(121)
(300)
(101)
33
(368)
220
243
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
15. Intangible Assets
Cost
As at 1 April 2016
Additions – internally developed
As at 31 March 2017
Additions – internally developed
As at 31 March 2018
Amortisation
As at 1 April 2016
Amortisation charge for the year
As at 31 March 2017
Amortisation charge for the year
As at 31 March 2018
Net book value
As at 31 March 2017
As at 31 March 2018
16. Trade and Other Payables
Accounts payable
Accruals
Staff social security and tax payable
Normal credit terms are 30th of the following month.
17. Deferred Revenue
Core Platform
$000s
Mobile Platform
$000s
6,262
2,316
8,578
944
9,522
(1,876)
(1,469)
(3,345)
(1,784)
(5,129)
5,233
4,393
896
121
1,017
-
1,017
(512)
(344)
(856)
(153)
(1,009)
161
8
2018
$’000
216
443
92
751
Total
$000s
7,158
2,437
9,595
944
10,539
(2,388)
(1,813)
(4,201)
(1,937)
(6,138)
5,394
4,401
2017
$’000
818
595
157
1,570
Deferred customer revenue relates to income invoiced to customers in advance during a financial
period, part of which will be recognised in the statement of comprehensive income of a subsequent
financial period. Deferred grant revenue relates to the Group's grant income for the development of its
core platform.
2018
$’000
2,446
-
2,446
2,446
-
2,446
2017
$’000
1,094
55
1,149
1,149
-
1,149
Deferred customer revenue
Deferred grant revenue
Classified as:
Current
Non-current
( 28 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
18. Convertible note
On the 3 February 2017 Plexure Group Limited entered into a convertible debt agreement to issue
convertible notes with an aggregated principal value of $1.6m maturing on 3 November 2017. The notes
initially bear 8% interest per annum calculated on a simple basis and are convertible at the option of the
holder at a price of $0.28 per share.
On the 30th August 2017 Plexure Group Limited agreed amended terms with the holders of the $1.6m of
convertible notes above. The key terms of the amendments are as follows:
• The repayment date has been extended from the 3rd November 2017 until the 31st March 2019.
•
•
• The options can be converted to shares at 3 set dates, being the 2nd April 2018, 1st October 2018
Interest to date of $74,591 converted into the face value of the convertible note.
Interest stopped accruing on the convertible note.
and the 31st March 2019. The options can only be repaid on the 31st March 2019.
• The above option has been re-priced from 28c to 12c.
The convertible note contains a liability at amortised cost and a derivative liability at fair value through the
profit and loss. The change of terms requires that the old convertible note is extinguished and the value
of convertible note and the derivative liabilities are re-calculated. The change in value flows through the
statement of comprehensive income.
As at 31 March 2018 the share price of Plexure Group Limited was $0.21 per share compared to the
option conversion price of $0.12 per share.
As at 31 March 2018 the carrying value of the convertible note liability is as follows:
Opening balance
Interest until date of new terms
Reversal of opening balance due to new terms
Proceeds of issue
Interest converted to the face value of the note
Derivative liability fair value at date of issue
Liability component at date of issue
Effective interest rate charged
Closing balance
2018
$’000
1,419
191
(1,610)
1,600
75
(290)
1,385
100
1,485
As at 31 March the carrying value of the convertible note derivative liability is as follows:
Opening balance
Reversal of opening balance due to new terms
Amount at the date of issue
Fair value of derivative through profit and loss
Closing balance
2018
$’000
161
(161)
290
1,061
1,351
2017
$’000
-
-
-
1,600
-
(250)
1,350
69
1,419
2017
$’000
-
-
250
(89)
161
( 29 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
18. Convertible note (continued)
Reconciliation of the carrying value of the convertible note to financing expenses in the statement of
comprehensive income:
Convertible note interest until date of reversal
Convertible note interest until balance date
Interest expense on derivatives
Reversal of convertible note liability due to new terms
Proceeds of issue
Interest converted to the face value of the note
Reversal of derivative liability due to new terms
Fair value of the derivativative through the profit and loss
Gain / (loss) on derivative liability
2018
$’000
(191)
(100)
(291)
1,610
(1,600)
75
(64)
161
(1,061)
(900)
2017
$’000
-
(69)
(69)
-
-
-
-
89
89
The fair value of the derivative liability has been determined using the Binomial model and is a level 3
valuation in the Fair Value Hierarchy. The main assumptions used in this valuation are:
Risk free rate
Volatility
Exercise price
19. Other liabilities
1.74%
50%
0.12 cents per share
Other liabilities represent a lease inducement received for the leasing of premises in Auckland. The
inducement is being recognised over five years which is the initial term of the lease.
The lease inducement is due to expire on 3rd November 2019.
( 30 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
20. Share Capital and Share Based Payment Reserve
All shares are ordinary shares, have been issued as fully paid and have no par value. Fully paid ordinary
shares carry one vote per share, carry a right to dividends and a pro-rate share of net assets on a wind
up.
(a) Share capital
Balance as at 31 March 2016
Movements during the year
Shares issued by way of private placement in June 2016
Shares issued by way of private placement in December 2016
Balance as at 31 March 2017
Shares issued by way of private placement in July 2017
Shares issued by way of private placement in August 2017
Balance as at 31 March 2018
(b) Share based payments
Shares
82,293,920
9,106,593
1,250,000
92,650,513
5,230,000
13,770,000
111,650,513
$’000
21,444
3,223
285
24,952
503
1,365
26,820
The share based payment reserve is used to record the accumulated value of unexercised share options
and vested share rights which have been recognised in the statement of comprehensive income. As at
balance date executives, and employees and directors have options over 4,690,000 shares (2017:
8,006,533).
Balance at the beginning of year
Share based payment
Writeback of share based payment expired but not vested
Options not exercised written to retained earnings
Balance at the end of year
(c) Foreign exchange translation reserve
2018
$’000
1,078
141
(88)
(830)
301
2017
$’000
970
250
(142)
-
1,078
Exchange differences relating to the translation of the results and net assets of the Group's foreign
operations from their functional currencies to the Group's presentation currency (i.e. New Zealand dollars)
are recognised directly in other comprehensive income and accumulated in the foreign currency
translation reserve. Exchange differences previously accumulated in the foreign currency translation
reserve (in respect of translating the net assets of foreign operations) are reclassified to profit or loss on
the disposal of the foreign operation.
Balance at the beginning of year
Exchange differences arising on translating the foreign
operations
Balance at the end of year
2018
$’000
65
49
114
2017
$’000
56
9
65
( 31 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
20. Share Capital and Share Based Payment Reserve (continued)
(d) Share Based Payments
In August 2012 the Group established a share option plan that entitles selected employees, contractors
and executives to purchase shares in the Company. In accordance with the terms of issue of the options,
holders are entitled to acquire shares at the price determined at the time the options were issued. All
options are to be delivered by physical delivery of shares. Terms and conditions of outstanding grants
are as follows:
Grant date
26/03/2014
26/06/2014
28/10/2014
30/03/2015
17/06/2015
19/11/2015
02/12/2016
22/02/2017
06/09/2017
20/11/2017
10/01/2018
Total options issued
Personnel entitled
Key executive and staff
Staff
Staff
Key executives and staff
Key executives and staff
Key executives and staff
Key executives and staff
Staff
Key executives
Key executives
Key executives and staff
Number of instruments
46,560
163,440
40,000
80,000
280,000
40,000
1,340,000
30,000
1,000,000
800,000
870,000
4,690,000
( 32 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
20. Share Capital and Share Based Payment Reserve (continued)
All share options vest in three equal tranches, one third on each of the first, second and third anniversaries
of the grant. The contractual life of all options is until 5 calendar years from the date of issue.
The number and average exercise price of the share options are as follows:
Outstanding at 1 April
Exercised during the year
Granted during the year
Forfeited during the year
Outstanding at 31 March
2018
Weighted
average
exercise price
Number
of options
Weighted
average
exercise price
8,006,533
-
2,690,000
(6,006,533)
4,690,000
0.14
0.36
0.36
0.52
2017
Number
of options
6,363,200
-
3,750,000
(2,106,667)
8,006,533
The fair value of services received in return for the share options granted is based on the fair value of
share options granted measured using a Black Scholes model with the following inputs:
Issue Date
Estimated fair value
per option at grant
date
Exercise price per
share
Expected volatility
Option life from date of
grant
Risk free interest rate
Issue Date
Estimated fair value per
option at grant date
Exercise price per share
Expected volatility
Option life from date of
grant
Risk free interest rate
Issue Date
Estimated fair value per
option at grant date
Exercise price per share
Expected volatility
Option life from date of
grant
Risk free interest rate
10/01/18
20/11/17
06/09/17
9.5 cents
5.9 cents
5.4 cents
19.3
50%
12.0
50%
11.0
50%
5 years
5 years
5 years
4.00%
4.00%
4.00%
22/02/17
02/12/16
07/06/16
19/11/15
17/06/15
12.8 cents
11.8 cents
18.7 cents
16.7 cents
20.1 cents
26.0
50%
24.0
50%
38.0
50%
34 cents
50%
40.8 cents
50%
5 years
5 years
5 years
5 years
5 years
4.00%
4.00%
4.00%
4.00%
4.00%
22.1 cents
30/3/15 28/10/14
0.16
cents
32.5
cents
50%
50%
45 cents
20/6/14
26/03/14
25/03/13
27/08/12
24.6 cents 33.2 cents 15.4 cents
8.6 cents
50 cents 67.5 cents 31.2 cents 17.5 cents
50%
50%
50%
50%
5 years
5 years
5 years
5 years
5 years
5 years
4.00%
4.00%
4.00%
4.00%
4.00%
4.00%
Expected volatility was estimated by reference to the volatility of listed equity securities for businesses
of a similar nature to the Group operating in the technology industry.
( 33 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
21. Earnings Per Share
The loss of $1.666m (2017: $6.491m) for the year represented a loss per share shown below based on
weighted average ordinary shares on issue during the year.
Weighted average ordinary shares issued
Weighted average potential ordinary shares
Weighted average number of ordinary shares for diluted loss per
share
Basic loss per share (cents)
Diluted loss per share (cents)
2018
105,306,540
6,168,939
105,306,540
2017
89,974,984
7,824,214
89,974,984
1.6
0.3
7.1
7.1
Note that the options are not considered dilutive in terms of calculating earnings per share, as a loss was
recorded in 2018 and 2017. However, the ordinary shares attached to the convertible notes are
considered dilutive and these have been included in the diluted loss per share calculation. Subsequent to
31 March 2018 a number of shareholders chose to convert their options to shares. These shares have
been included in both the basic and diluted loss per share calculation.
22. Accumulated Losses
Balance at the beginning of year
Share based payments on expired options
Net loss for the year
Balance at the end of the year
2018
$’000
(22,303)
830
(1,666)
(23,139)
2017
$’000
(15,812)
-
(6,491)
(22,303)
( 34 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
23. Related Party Transactions
At reporting date the Directors of the Company controlled 19% (2017: 24%) of the voting shares in the
Company.
2018
2017
Phil Norman
Scott Bradley
Tim Cook
Sharon Hunter
Directors Fees ($)
Consulting Fees ($)
Payables ($)
Share holding (#)
Shares (%)
Directors Fees ($)
Salary (CEO) ($)
Share holding (#)
Shares (%)
Directors Fees ($)
Consulting Fees ($)
Payables ($)
Share holding (#)
Shares (%)
Directors Fees ($)
Consulting Fees ($)
Payables ($)
Share holding (#)
Shares (%)
Brian Russell (appointed 17/10/2017) Directors Fees ($)
Mike Carden (resigned 23/12/2016)
Consulting Fees ($)
Payables ($)
Share holding (#)
Shares (%)
Directors Fees ($)
Consulting Fees ($)
Payables ($)
Share holding (#)
Shares (%)
50,000
-
4,792
3,194,405
2.86
11,099
193,968
16,681,095
14.94
35,000
-
-
1,316,847
1.18
35,000
-
-
-
-
16,720
-
3,825
-
-
-
-
-
-
-
50,000
100,000
4,792
3,194,405
3.45
-
600,000
17,281,095
18.65
35,000
9,000
3,354
1,316,847
1.42
35,000
-
3,354
-
-
-
-
-
-
-
26,250
-
-
-
-
The Company supplied services to the value of $173,517 (2017: $184,017) to Loyalty New Zealand
Limited during the year. Phil Norman was a Director of this company during the year.
( 35 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
23. Related Party Transactions (continued)
Key management personnel and director transactions
Key management personnel are defined as those persons having authority and responsibility for planning,
directing and controlling the activities of the Group, directly or indirectly and include the Chief Executive
and his direct reports.
In addition to their fees and salaries, the Group also provides non-cash benefits to directors and executive
officers in the form of share options (refer Note 20).
The following table summarises remuneration paid to key management personnel and directors:
Directors’ fees*
Consulting fees paid to directors
Exec team salary**
Share based payments
2018
$’000
148
-
1,437
91
1,676
2017
$’000
146
109
1,926
152
2,333
*Directors fees is the total amount paid to Directors as fees. This differs to the amount in the
consolidated statement of comprehensive income as that figure includes directors and officers
insurance.
**The Executive team salary includes a period of up to 3 months where Plexure paid for 3 extra
executive roles as the new team was brought on board.
24. Operating lease Commitments – Group as lessee
The Group leases property under non-cancellable operating lease arrangements. Future minimum rentals
payable under non-cancellable operating leases as at 31 March are as follows:
Within one year
After one year but not more than five years
2018
$’000
129
73
202
2017
$’000
127
186
313
ASB Bank provides a guarantee for $64,000 in respect of property leases.
25. Contingencies
There were no material contingent assets at 31 March 2018 (2017:Nil). There is a contingent liability of
$64,000 in respect of properties and a further $75,000 in relation to the NZX bond (2017:$139,000).
( 36 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
26. Segmental reporting
The Chief Executive and members of the executive management team are the Group’s chief operating
decision makers. They have determined that based on the information they use for the purposes of
allocating resources and assessing performance, the Group itself forms a single operating segment, the
development and deployment of a mobile engagement software. The segment result is reflected in the
financial statements.
The Group operated principally in Australasia, Asia, North America, Latin America and Europe during the
year ended 31 March 2018. Operating revenue by geographical location is as follows:
Asia
Australasia
North America
Latin America
Europe
2018
$’000
7,049
639
307
1,134
2,424
11,553
2017
$’000
3,116
783
1,780
471
894
7,044
All material non-current assets are held within New Zealand. We note that one customer contributes over
10% of our revenues.
27. Reconciliation of Operating Cash Flows
Reconciliation from the net loss after tax to the net cash from operating activities
Net loss after tax
Adjustments for non-cash items
Amortisation
Depreciation
Amortisation of lease inducement
Recognition of share based payments
Fair Value of Derivative
Interest Accrued on Convertible Note
Other
Movements in working capital
Decrease / (increase) in trade and other receivables
(Decrease) / increase in trade payables and accruals
(Decrease) / (inrease) in deferred revenue
Net cash inflow / (outflow) from operating activities
2018
$’000
(1,666)
1,937
101
(9)
53
900
356
30
3,368
454
(819)
1,297
932
2,634
2017
$’000
(6,491)
1,813
121
(10)
108
(89)
69
-
2,012
(901)
129
581
(191)
(4,670)
( 37 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
28. Financial Risk Management
The Group is subject to a number of financial risks including liquidity risk, credit risk and market risk. The
Group does not enter into or trade financial instruments, including derivative financial instruments, for
speculative purposes. Specific risk management objectives and policies set out below:
(a) Capital Risk Management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while
maximising the return to stakeholders through the optimisation of debt and equity.
The capital structure of the Group consists of debt, shares and equity comprising of convertible notes,
issued capital, equity reserves and accumulated losses as disclosed in Notes 18, 20 and 22.
The Group’s Board of Directors reviews the capital structure on a regular basis.
The Group is not subject to externally imposed capital requirements.
The Groups overall strategy remains unchanged from prior years.
(b) Interest Rate Risk
Other than the convertible note the Group has no significant interest bearing assets or liabilities and
operating cashflows are substantially independent of changes in market interest rates in interest bearing
financial assets or liabilities. The convertible note had a fixed rate of interest of 8%, however this stopped
on the 30th August 2017 when the terms of the convertible note were amended (refer note 18).
(c) Foreign Exchange Risk
The Group faces the risk of movements in foreign currency exchange rates against the New Zealand
dollar. During the year ended 31 March 2018, the Group’s transactions were in New Zealand dollars,
Australian dollars, Singapore dollars, United States dollars, Sterling, Japanese Yen and Euros. As a result
the Group’s consolidated statement of comprehensive income and consolidated statement of financial
position can be affected by movements in exchange rates.
( 38 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
28. Financial Risk Management (continued)
The table below details the Group’s sensitivity to a reasonably possible (10%) increase or decrease in the
New Zealand dollar against the relevant foreign currencies. The sensitivity analysis includes only
outstanding foreign currency denominated monetary items and adjusts their translation at the year end
for the change in foreign currency rates.
Carrying
amount
2018
+/- 10%
effect on
profit
before
tax
+/- 10%
effect on
equity
Carrying
amount
2017
+/- 10%
effect on
profit
before
tax
+/- 10%
effect on
equity
$’000
$’000
$’000
$’000
$’000
$’000
77
36
55
23
657
19
163
77
8
4
6
2
66
2
16
8
8
4
6
2
66
2
16
8
85
34
70
21
1,437
23
-
102
8
3
7
2
144
2
-
10
8
3
7
2
33
4
-
6
Financial Assets
Cash and cash equivalents
USD
AUD
JPY
GBP
Trade receivables
USD
AUD
JPY
EUR
(d) Credit Risk
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in
financial loss to the Group. Financial instruments which potentially subject the Group to credit risk,
principally consist of bank balances and accounts receivable. The Board monitors and manages the
exposure to credit risk through the ongoing review of aged receivables and their recoverability.
The maximum exposures to credit risk at balance date are:
Cash and cash equivalents
Accounts Receivable
2018
$’000
4,097
1,029
2017
$’000
615
1,562
At March 31 2018, the credit risk associated with trade accounts receivable is considered minor due to
the mix of large organisations. The Group’s bank accounts are held with reputable banks in New Zealand
and overseas. Otherwise the Group does not have any other concentrations of credit risk. The Group
does not require any collateral or security to support financial instruments.
( 39 ) PLEXURE 2018 ANNUAL REPORT
Notes to the Consolidated Financial Statements
For the Year Ended 31 March 2018
28. Financial Risk Management (continued)
(e) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an
appropriate liquidity risk management framework for the management of the Group’s short, medium and
long-term funding and liquidity management requirements. The Group manages liquidity risk by
maintaining adequate reserves by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities.
(f) Fair Value of Financial Instruments
There is one significant difference between the fair value and the carrying value of a financial
instrument, being the convertible note. The relevant accounting standard requires us to value the
convertible and discount its value using the effective interest rate method. This means we have a
liability of $1.485m on the balance sheet compared to the $1.675m we may have to pay. The difference
flows through the P&L as an expense.
Accounting standards also deem that due to the optionality around conversion date that the convertible
note has an embedded derivative. The embedded derivative is valued using a binomial model with a
number of inputs including the closing share price. As at 31 March 2018, the derivative liability had a value
of $1.351m.
As a result of the above accounting, Plexure has a liability of $2.836m sitting as a current liability. The
total amount that will be required to be paid back, should note holders choose so, as at 31 March 2018 is
$1.675m. After balance date some noteholders have already chosen to convert to equity meaning that at
the date of this report the total amount owing is $1.506m.
29. Events after reporting period
On the 4th of April 2018 a number of convertible note holders took the option to convert their note to
equity. As a result Plexure Group Limited (PLX) issued 1,407,397 shares. This translated into $0.169m
of the notes meaning that the total balance owing is now $1.506m
Subsequent to the 31st March 2018 we have closed VMob Singapore Pte Limited. On the 7th May 2018
VMob Singapore Pte Limited was struck off the Singaporean register.
On the 29th of May 2018 the company received the resignation of Director Scott Bradley.
( 40 ) PLEXURE 2018 ANNUAL REPORT
Supplementary Financial Information
For the Year Ended 31 March 2018
The supplementary financial information does not form part of the financial statements. To assist in
understanding the Group’s performance, The Director’s have provided additional disclosure of the
Group’s results excluding the financing expenses which relate to the convertible note.
Reconciliation of net loss before tax excluding convertible note accounting
Net loss before tax
Add back financing expenses (convertible note)
Net loss before tax excluding convertible note accounting
2018
$’000
(1,433)
1,255
(178)
Reconciliation of net loss after tax excluding convertible note accounting
Net loss after tax attributable to the shareholders of the company
Add back financing expenses (convertible note)
Net loss before tax excluding convertible note accounting
2018
$’000
(1,666)
1,255
(411)
Reconciliation of total comprehensive loss excluding convertible note accounting
2017
$’000
(6,369)
(20)
(6,389)
2017
$’000
(6,491)
(20)
(6,511)
2017
$’000
(6,482)
(20)
2018
$’000
(1,617)
1,255
(362)
(6,502)
Total loss for the year attributable to the shareholders of the company
Add back financing expenses (convertible note)
Total comprehensive loss before excluding convertible note
accounting
( 41 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Corporate Governance Statement
This corporate governance statement demonstrates Plexure’s compliance with the new NZX Corporate
Governance Code.
Principle 1: Code of Ethical Behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for delivering these standards throughout the organization.
Recommendation 1.1 Code of Ethical Behaviour
Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.
The Plexure Code of Ethics (the “Code”) is fundamental to the way that Plexure Group Limited (“Plexure”
or the “Company”) does business and it published on our website. The purpose of the Code is to ensure
high standards of ethical conduct. The Code aims to achieve this purpose by the use of principles that
provide guidance on appropriate standards and conduct. As the Code and the principles set out in it
cannot capture every situation that might arise, Plexure personnel are requested to assess actions and
decisions against the backdrop of the principles and spirit of the Code and always seek to act consistently
with that. The Code has been approved by the board of directors (the “Board”) of Plexure.
Recommendation 1.2 Financial dealing policy
An issuer should have a financial product dealing policy which applies to employees and directors.
Plexure is committed to the integrity of the financial and to ensuring compliance with all regulatory market
requirements at all times. Plexure’s Securities Trading Policy is a critical part of this commitment and of
ensuring every member of the Plexure team is aware of their obligations and legal requirements for trading
in Plexure securities. All of Plexure’s policies are owned by the board or a board delegate and are regularly
reviewed. The Plexure Securities Trading Policy was last reviewed in October 2017.
Principle 2: Board composition and Performance
To ensure an effective board, there should be a balance of independence, skills, knowledge, experience
and perspectives.”
Recommendation 2.1 Written Board Charter
The board of an issuer should operate under a written charter which sets out the roles and responsibilities
of the board. The board charter should clearly distinguish and disclose the respective roles and
responsibilities of the board and management.”
The Plexure Board Charter sets out how the board exercises and discharges its powers and
responsibilities, including through committees established by the board. The Charter defines and
prescribes the relationship between the board, the CEO, and the executive team.
The Board has statutory responsibility for the affairs and activities of the Company, which in practice is
achieved through delegation to the Chief Executive Officer of the day-to-day leadership and management
of the Company.
( 42 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Recommendation 2.2 Nominating and appointing directors to the board.
Every issuer should have a procedure for the nomination and appointment of directors to the board.
Plexure’s procedures for the nomination and appointment of directors are covered by the remuneration
committee. One third of the Directors stand for re-election at each AGM (as per the Board Charter). From
time to time Plexure will seek new Directors for its Board. The potential candidates are recruited based
on the specific skill set they can bring to the Board. The candidate will be interviewed by the Chair and a
sub-committee of the Board. They will be subject to checks on their character, education, criminal and
bankruptcy history.
Recommendation 2.3 Written agreements with each director
“An issuer should enter into written agreements with each newly appointed director establishing the terms
of their appointment.”
Plexure’s Directors enter in to a written agreement establishing the terms of their appointment, including
Plexure’s expectations for the role of director.
Recommendation 2.4 Information on directors
“Every issuer should disclose information about each director in its annual report or on its website,
including a profile of experience, length of service, independence and ownership interests.”
Profiles of each director’s experience can be found on the website.
Phil Norman
Chair – Independent
23 August 2012 (5 years, 7 months)
Tim Cook
Independent
11 February 2015 (3 years, 1 month)
Brian Russell
Independent
27 Oct 2017 (5 months)
Recommendation 2.4 Information
Scott Bradley
Non independent
23 August 2012 (5 years, 7 months)
Sharon Hunter
Independent
27 November 2015 (2 years, 4 months)
Directors disclosed the following relevant interests in shares as at 31 March 2018.
Director
Scott Bradley
Phil Norman
Tim Cook
Beneficially
16,681,095
3,194,405
1,316,847
Recommendation 2.5 Diversity Policy
Associated Persons
-
9,362
-
“An issuer should have a written diversity policy which includes requirements for the board or a relevant
committee of the board to set measurable objectives for achieving diversity (which, at a minimum, should
address gender diversity) and to assess annually both the objectives and the entity’s progress in achieving
them. The issuer should disclose the policy or a summary of it.”
Plexure is committed to creating and maintaining an inclusive and collaborative workplace culture by
recognising the values of a diverse and skilled workforce. This commitment extends to all areas of its
business and is encompassed in Plexure’s diversity policy which is available on our website.
( 43 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
As at 31 March 2018, the gender balance of the Company’s directors, officers and all employees and
contractors was as follows:
Female
2018
Male
Total
Female
Directors
Executive
Employees & contractors
Total (including directors)
Percentage
1
0
12
12
34%
4
4
23
31
66%
5
4
35
43
100%
1
1
14
16
25%
2017
Male
3
4
41
48
75%
Total
4
5
55
64
100%
Although the gender balance has increased marginally we lost a female member of the executive team.
This remains an area of focus within the company. Plexure’s Directors also believe that diversity goes
beyond gender and that diversity is the key to succeeding in the fast-changing world.
Recommendation 2.6 Director training
“Directors should undertake appropriate training to remain current on how to best perform their duties as
directors of an issuer.”
Plexure is committed to the ongoing development of the board however during the year ended 31 March
2018 Plexure did not organise any group training for Directors. Directors of their own accord attended
sessions on their statutory requirements.
Recommendation 2.7 Performance
“The board should have a procedure to regularly assess director, board and committee performance.”
As per Plexure’s charter the Board reviews its performance as a whole on an annual basis. Performance
reviews of individual Directors will be undertaken as required and determined by the Board. Plexure has
its next scheduled Board review in August 2018.
Recommendation 2.8 Chair and CEO
“The Chair and the CEO should be different people.”
Plexure’s Board Charter states that the Chair is separate from the CEO. Phil Norman is the Chair of the
board at Plexure, and Craig Herbison is the CEO at Plexure.
Principle 3: Board committees
The board should use committees where this will enhance its effectiveness in key areas, while still
retaining board responsibility.”
Recommendation 3.1 Audit committee
“An issuer’s audit committee should operate under a written charter. Membership on the audit committee
should be majority independent and comprise solely of non-executive directors of the issuer. The chair of
the audit committee should not also be the chair of the board.”
Plexure’s Audit and Risk Committee (ARC) has a written charter and is made up of independent directors.
The Chair of the ARC is not the Chair of the Board.
Current members: Tim Cook (Chair), Phil Norman, Sharon Hunter
The role of the ARC is defined in the ARC Charter. The purpose of the ARC is to provide a specific
governance focus on enterprise risks and the financial management, accounting, audit and reporting of
Plexure and its subsidiaries.
( 44 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Recommendation 3.2 Employees attend audit committee
“Employees should only attend audit committee meetings at the invitation of the audit committee.”
Plexure’s employees only attend ARC meetings at the invitation of the Audit and Risk Committee. The
Chief Financial Officer and the Auditors are regular invitees to these meetings.
Recommendation 3.3 Remuneration committee
“An issuer should have a remuneration committee which operates under a written charter (unless this is
carried out by the whole board). At least a majority of the remuneration committee should be independent
directors. Management should only attend remuneration committee meetings at the invitation of the
remuneration committee”
Plexure’s Remuneration Committee has a written charter which is available on the website. Plexure’s
remuneration committee is made up of independent directors.
Current members: Phil Norman (Chair), Tim Cook, Brian Russell.
The remuneration committee approves performance criteria and remuneration for the CEO, and
recommends incentive payment or other adjustments to CEO remuneration to the board, taking into
account the CEO’s performance review with the board.
Recommendation 3.4 Nomination committee
“An issuer should establish a nomination committee to recommend director appointments to the board
(unless this is carried out by the whole board), which should operate under a written charter. At least a
majority of the nomination committee should be independent directors”
Plexure does not have a separate nomination committee. The Board as a whole undertakes the role of
nominations committee given the size of the company.
Recommendation 3.5 Other committees
“An issuer should consider whether it is appropriate to have any other board committees as standing
board committees. All committees should operate under written charters. An issuer should identify the
members of each of its committees, and periodically report member attendance.”
Plexure has no other committees.
Attendance at board meetings
Directors attended the following total number of meetings:
Phil Norman
Scott Bradley
Tim Cook
Sharon Hunter
Brian Russell
11 of 11
10 of 11
10 of 11
10 of 11
5 of 5
Recommendation 3.6 Protocols for takeover offer
“The board should establish appropriate protocols that set out the procedure to be followed
if there is a takeover offer for the issuer including any communication between insiders and the bidder. It
should disclose the scope of independent advisory reports to shareholders. These protocols should
include the option of establishing an independent takeover committee, and the likely composition and
implementation of an independent takeover committee.”
Plexure has a takeover protocol that has been prepared by an external advisor that outlines all the
appropriate procedures if a takeover offer has been received.
( 45 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Principle 4: Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and
balance of corporate disclosures.”
Recommendation 4.1 Continuous disclosure
“An issuer’s board should have a written continuous disclosure policy.”
Plexure is committed to notifying the market through full and fair disclosure to the NZX of any material
information related to its business required by applicable listing rules. The Market Disclosure Policy
assists the Board with the need to keep Plexure’s investors and markets informed through a timely, clear
and balanced approach which communicates both positive and negative news.
Plexure has appointed its Chief Financial Officer (CFO) as the Disclosure Officer. The CEO and the
executive team are required to provide all material information to the Disclosure Officer.
Recommendation 4.2 Make key documents available
“An issuer should make its code of ethics, board and committee charters and the policies recommended
in the NZX Code, together with any other key governance documents, available on its website.”
Plexure’s Code of Conduct, board and committee charters, and other policies recommended in the NZX
Code, together with other key governance documents are available on Plexure’s website.
Recommendation 4.3 Financial reporting
Financial reporting should be balanced, clear and objective. An issuer should provide non- financial
disclosure at least annually, including considering material exposure to environmental, economic and
social sustainability risks and other key risks. It should explain how it plans to manage those risks and
how operational or non-financial targets are measured.
The ARC plays a central role in Plexure’s commitment to transparent reporting of its financial and non-
financial performance. The ARC Charter clearly defines the roles of the board, the ARC, the executive,
and external auditors.
Financial reporting
The executive is responsible for implementing and maintaining appropriate accounting and financial
reporting principles, policies, and internal controls designed to ensure compliance with accounting
standards and applicable laws and regulations.
Plexure’s external auditor, Deloitte, is responsible for planning and carrying out each external audit and
review in line with applicable auditing and review standards. Deloitte is accountable to shareholders
through the ARC and the board respectively. The board retains overall responsibility for financial
reporting.
The ARC makes sure that it and the full board are sufficiently informed about good-practice financial
reporting and Plexure’s operations to know whether financial reporting is fit for purpose. This means it
represents a balanced viewpoint, is factual and complete, and is effectively implemented.
Non-Financial reporting
Plexure has not adopted environmental, social and governance reporting.
( 46 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Principle 5: Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Recommendation 5.1 Director remuneration
“An issuer should recommend director remuneration to shareholders for approval in a transparent
manner. Actual director remuneration should be clearly disclosed in the issuer’s annual report.”
As at the date of this annual report Plexure has not conducted an annual review of its non-executive
director fees since the company has been incorporated. Where a review indicated the pool should be
increased, this was put to a shareholder vote by resolution at the annual shareholders meeting.
Directors remuneration received in FY18
Phil Norman (Chair)
Tim Cook
Sharon Hunter
Scott Bradley
Brian Russell
Board Fees
50,000
35,000
35,000
11,099
16,750
Salary
-
-
-
193,968*
-
*Scott Bradley received his salary as CEO until the 7th December 2017.
Recommendation 5.2 Remuneration policy for directors and officers
“An issuer should have a remuneration policy for remuneration of directors and officers, which outlines
the relative weightings of remuneration components and relevant performance criteria.”
Plexure’s Board and Executive remuneration policy which is published on Plexure’s website sets out
policies which are designed to be fair, simple and transparent. It is designed to promote a high-
performance culture and to align remuneration to the development and achievement of strategies and
business objectives to create sustainable value for shareholders.
Remuneration of directors
None of the directors is entitled to any remuneration from Plexure other than directors’ fees and
reasonable travel, accommodation, and other expenses incurred in the course of performing duties or
exercising powers as directors. No directors are entitled to any retirement benefits.
Remuneration of Plexure employees including executives
Plexure provides the opportunity for the employees to receive, where performance merits, a total
remuneration package for equivalent market-matched roles. Plexure’s Remuneration Committee reviews
the annual performance appraisal outcomes for all Executive Team members, including the Chief
Executive Officer. The review takes into account external benchmarking to ensure competitiveness with
comparable market peers, along with consideration of an individual’s performance, skills, expertise and
experience.
Total remuneration is made up of three components being: fixed remuneration, short-term performance-
based cash remuneration and long-term performance-based equity remuneration.
Fixed Remuneration
Fixed remuneration consists of base salary and benefits where applicable (generally based on local
requirements).
( 47 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Short-Term Incentive
Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance,
typically in that financial year. The target value of an STI payment is set annually, usually as a percentage
of the executive’s base salary. The relevant percentage ranges from 15% to 50%.
Long Term Incentives - Options
In August 2012, the Group established a share option plan that entitles all employees to purchase shares
in the Company. In accordance with the terms of issue of the options, holders are entitled to acquire
shares at the price determined at the time the options were issued.
The granting of options is designed to align the rewards for Executive Team members with the
enhancement of shareholder value over a multi-year period. The options vest over three years and must
be exercised within five years.
The number of options granted to the Executive team is determined by the Board.
Evaluating performance
Plexure’s Executive will evaluate staff performance at year end. The board is responsible for monitoring
the performance of the CEO and the executive team against established objectives.
All of Plexure’s permanent employees, including management, have undertaken performance reviews in
2018.
( 48 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Plexure’s employee remuneration tables
The data in this section relates to Plexure permanent employees only. The total number of employees
and contractors is 38, of these 22 receive remuneration and benefits over $100,000.
Plexure notes the high proportion of employees earning above $100,000 reflects Plexure’s business
model and the demand for skill staff particularly in the Technology sector.
During the period employees or contractors, including executive directors, within the Group received
annualized remuneration, termination payments and benefits which exceeded $100,000 as follows:
$100-$110,000
$110-$120,000
$120-$130,000
$130-$140,000
$140-$150,000
$150-$160,000
$160-$170,000
$170-$180,000
$180-$190,000
$190-$200,000
$210-$220,000
$220-$230,000
$230-$240,000
$240-$250,000
$250-$260,000
$260-$270,000
$270-$280,000
$280-$290,000
$290-$300,000
$300-$310,000
$310-$320,000
$320-$330,000
$330-$340,000
$340-$350,000
$350-$360,000
$360-$370,000
$370-$380,000
$380-$390,000
$390-$400,000
$410-$420,000
NZ
Entity
5
3
5
-
2
-
1
-
1
-
-
-
1
-
-
1
1
-
-
-
-
-
-
-
-
-
-
-
-
-
20
2018
Intl
Entity
-
-
-
1
-
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2
Total
5
3
5
1
2
-
1
-
1
-
-
-
2
-
-
1
1
-
-
-
-
-
-
-
-
-
-
-
-
-
22
NZ
Entity
4
3
3
3
1
-
1
1
1
-
-
-
-
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
1
19
2017
Intl
Entity
-
-
-
3
1
-
-
-
-
-
1
1
1
-
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
1
9
Total
4
3
3
6
2
-
1
1
1
-
1
1
1
-
-
-
2
-
-
-
-
-
-
-
-
-
-
-
-
2
28
( 49 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Recommendation 5.3 CEO remuneration
“An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This
should include disclosure of the base salary, short term incentives and long term incentives and the
performance criteria used to determine performance based payments.”
Craig Herbison’s employment agreement for his role as CEO began on 7 September 2017.
In FY18, Craig had a base salary of $300,000 per annum, pro-rated for time spent in the role. The base
salary is reviewed annually with effect from 1 April each year. In addition to his base salary, he may also
be paid an annual Short-Term Incentive (STI) payment with an on-target value of 50 percent of his base
salary. Payment of an STI is at the board’s discretion and is assessed in the first quarter of each financial
year, based on business performance in the previous financial year.
Craig is also entitled to share options. The size of the package of options is determined by the
Remuneration Committee. For further information on the CEOs salary see the additional NZX disclosures.
Principle 6: Risk management
“Directors should have a sound understanding of the key risks faced by the business, and should regularly
verify there are appropriate processes to identify and manage these.”
Recommendation 6.1 Risk management framework
“An issuer should have a risk management framework for its business and the issuer’s board should
receive and review regular reports. A framework should also be put in place to manage any existing risks
and to report the material risks facing the business and how these are being managed.”
Plexure’s risk management policy is published on its website. Plexure has a number of risk management
policies, as well as related internal compliance systems that are designed to:
(a) optimise the return to, and protect the interests of, stakeholders;
(b) safeguard Plexure's assets and maintain its reputation;
(c) improve Plexure's operating performance; and
(d) fulfil Plexure's strategic objectives.
The risk management approach focuses on management of the following material business risks:
1. Operating risks;
2. Financial risks;
3. Organisational risks; and
4. Corporate risks.
The Board is ultimately responsible for overseeing the effectiveness of the risk management system, and
the adequacy of the internal compliance and controls, which it believes should be monitored and managed
on a continuing basis. Plexure has in place number of mechanisms and internal controls intended to
identify and manage areas of material business risk.
The Audit and Risk Committee (ARC) is responsible for oversight, monitoring, and reviews. The CEO is
responsible for promoting a culture of proactively managing risks, and reporting to the ARC.
Recommendation 6.2 Health and safety risks
“An issuer should disclose how it manages its health and safety risks and should report on their health
and safety risks, performance and management.”
Plexure has appointed an internal health and safety officer who receives appropriate training on an
ongoing basis. Plexure maintains a risk register and the Board receives an updated risk register and
report on a monthly basis at the Board meeting.
Due to the size and nature of Plexure’s business and associated health and safety risks we do not
currently report externally on Health & Safety.
Principle 7: Auditors
“The board should ensure the quality and independence of the external audit process.”
( 50 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Recommendation 7.1 Establish a framework
“The board should establish a framework for the issuer’s relationship with its external auditors.”
Plexure’s External Auditor Independence Policy sets out the work that the external auditor is required to
do and specifies the services that the external auditor is not permitted to do. This ensures the ability of
the auditor to carry out their role is not impaired and could not be reasonably perceived to be impaired.
All non-audit work that the external auditor performs must be approved by the Chair of the ARC. The
approval details what work is to be performed and how auditor independence and objectivity are
maintained. The policy requires that the development of local and overseas practice for other related
assurance services be continuously monitored so that Plexure’s policies comply with best practice.
Deloitte has been the external auditor of Plexure for 5 years. The tenure and reappointment procedure of
the external auditor is detailed in the External Auditor Independence Policy.
Plexure is committed to having financial reports externally audited to meet international accounting
standards.
Recommendation 7.2 External auditor attend Annual Meeting
“The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders
in relation to the audit.”
In the past, Plexure’s external auditors have attended the Annual Shareholders’ Meeting (ASM), where
they have been available to answer shareholders’ questions about the audit. Plexure expects the auditor
to attend the 2018 ASM.
Recommendation 7.3 Internal audit
“Internal audit functions should be disclosed.”
Plexure does not have an internal audit function.
Principle 8: Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with
shareholders that encourage them to engage with the issuer.”
Recommendation 8.1 Website
“An issuer should have a website where investors and interested stakeholders can access financial and
operational information and key corporate governance information about the issuer.”
The investor section of Plexure’s website contains financial and operational information and key corporate
governance information.
Recommendation 8.2 Investor communications
“An issuer should allow investors the ability to easily communicate with the issuer, including providing the
option to receive communications from the issuer electronically.”
Plexure communicates with shareholders through multiple channels throughout the year: continuous
market disclosure, half-year and full-year reporting, investor roadshow meetings and an Annual
Shareholders’ Meeting.
Plexure provides and advocates for the option for investors to receive communications electronically, to
and from both Plexure and its share registrar
Shareholders can directly access our CEO and CFO who respond directly to shareholder phone calls and
emails.
( 51 ) PLEXURE 2018 ANNUAL REPORT
NZX Governance Report
For the Year Ended 31 March 2018
Recommendation 8.3 Shareholder right to vote
“Shareholders should have the right to vote on major decisions which may change the nature of the
company in which they are invested in.”
Major decisions that may change the nature of Plexure’s business are presented as resolutions at the
ASM and voted on by shareholders.
Recommendation 8.4 One vote per share
“Each person who invests money in a company should have one vote per share of the company they own
equally with other shareholders.”
Plexure’s shareholders receive one vote per share, which is equal with all other shareholders.
Recommendation 8.5 Notice of Annual Meeting
“The board should ensure that the annual shareholders notice of meeting is posted on the issuer’s website
as soon as possible and at least 28 days prior to the meeting.”
Each year, the annual shareholders notice of meeting is sent to shareholders by mail and email at least
28 days before the meeting.
( 52 ) PLEXURE 2018 ANNUAL REPORT
Additional NZX Disclosure
For the Year Ended 31 March 2018
NZX Additional Reporting
1. Substantial Product Holders
Pursuant to section 280 of the Financial Markets Conduct Act 2013, the following persons had given
notice as at the balance date of 31 March 2018 that they were substantial product holders in the
Company:
Name
Sharbo Limited
Allectus Capital Limited
Jarden Custodians Limited
No. of Shares
16,681,095
10,583,095
9,050,000
% of Issued
Shares
14.94
9.48
8.11
2. Spread of Security Holders at 31 March 2018
Shareholders
Shares
1 – 999
1,000 – 4,999
5,000 – 9,999
10,000 – 99,999
100,000 – 499,999
500,000 – 999,999
1,000,000 and above
TOTAL
Number
294
284
172
454
88
14
19
1,325
%
22.19
21.43
12.98
34.26
6.64
1.06
1.44
100.0
Number
77,489
771,505
1,195,866
13,296,250
17,705,113
8,619,821
69,984,469
111,650,513
%
0.07
0.69
1.07
11.91
15.86
7.72
62.68
100.00
( 53 ) PLEXURE 2018 ANNUAL REPORT
Additional NZX Disclosure
For the Year Ended 31 March 2018
3. Twenty Largest Equity Security Holders
The names of the 20 largest holders of ordinary issued shares as at 31 March 2018 are listed below.
Top 20 Shareholders
Sharbo Limited
Allectus Capital Limited
Jarden Custodians Limited
JML Capital Limited
HSBC Nominees (NZ) Limited
Forsyth Barr Custodians Limited ACCOUNT 1 NRH
Collins Asset Management Limited
Phil Norman
Accident Compensation Corporation
Duncan Ritchie & Andrea Bell
Denise Jane Campbell
Tim Cook
Jaobq Pty Limited
Forsyth Barr Custodians Limited 1 CUSTODY
Wairahi Holdings Ltd
Maarten Janssen
MK 1 Trustee Limited
Donald Hamish Mackintosh
Alan Michael Turner & Tracey Turner
Christopher Eyles
4. Interests Register
No. of Issued
Ordinary
Shares
16,681,095
10,583,095
9,050,000
4,806,042
3,902,731
3,840,858
3,838,692
3,194,405
2,222,468
1,420,000
1,362,086
1,316,847
1,257,143
1,186,068
1,150,000
1,088,350
1,084,589
1,000,000
1,000,000
780,000
70,764,469
% Issued
14.94
9.48
8.11
4.30
3.50
3.44
3.44
2.86
1.99
1.27
1.22
1.18
1.13
1.06
1.03
0.97
0.97
0.90
0.90
0.70
63.38
There were no transactions between the Group and Directors during the year other than their
remuneration for Director services, and in Scott Bradley’s case for remuneration as CEO.
( 54 ) PLEXURE 2018 ANNUAL REPORT
Additional NZX Disclosure
For the Year Ended 31 March 2018
5. Directors’ Remuneration
Directors’ remuneration is as follows:
Salary
Scott Bradley
Benefits
Director fee
Chairman fee
Consulting fee
Director fee
Consulting fee
Director fee
Sharon Hunter
Phil Norman
Tim Cook
Brian Russell (appointed)
Michael Carden
Director fee
Director fee
2018
$
193,968
-
11,099
50,000
-
35,000
-
35,000
16,750
-
2017
$
573,288
146,097
-
50,000
100,000
35,000
9,000
35,000
-
26,250
During FY 2017 Scott Bradley was relocated to San Francisco with additional living expenses. In FY
2018 Scott was remunerated as CEO until his last day as an employee of the company on 7th December
2017 after which he was paid a monthly Directors Fee at $2,917 per month.
6. Directors’ Equity Security Holdings
Details of director equity securities holdings as at 31 March 2018 are set out below:
Name of Director
Scott Bradley
Phil Norman
Tim Cook
7. Share Dealing
Shares
Shares
Shares
Beneficially
16,681,095
3,194,405
1,316,847
Associated
Persons
-
9,362
-
On the 28th February 2018 Scott Bradley sold 600,000 shares for $106,800 in an off market transaction.
8. Directors’ Loans
There were no loans from the Group to Directors.
9. Use of Company Information
The Board received no notices during the year from directors requesting to use the Group information
received in their capacity as directors which would not have been otherwise available to them.
10. Dividend
The Directors recommend that no dividend be paid in relation to ordinary shares on issue.
( 55 ) PLEXURE 2018 ANNUAL REPORT
Additional NZX Disclosure
For the Year Ended 31 March 2018
11. CEO’s salary
Craig Herbison was appointed as Plexure’s CEO and began his duties on 7th September 2017.
In FY18, Craig had a base salary of $300,000 per annum, pro-rated for time spent in the role. Craig earned
$170,464 during the year ended 31 March 2018.The base salary is reviewed annually with effect from 1
April each year.
In addition to his base salary, Craig may also be paid an annual Short-Term Incentive (STI) payment with
an on-target value of 50 percent of his base salary. Payment of an STI is at the board’s discretion and is
assessed in the first quarter of each financial year, based on business performance in the previous
financial year.
Craig is also entitled to share options. The size of the package of options is determined by the
Remuneration Committee. On his date of appointment Craig was granted 1,000,000 options.
12. Remuneration of Auditors
Audit of the financial statements
Tax compliance services
Tax advisory services
2018
$’000
40
23
25
88
2017
$’000
40
19
2
61
The auditor of the Group is Deloitte Limited for the year ended 31 March 2018.
13. Donations
The Group made no donations during the year ended 31 March 2018 (2017:$2,820).
14. Directors Holding Office
The names of the Directors of the Group, who held office during and since the end of the year are:
Phil Norman
Scott Bradley
Tim Cook
Sharon Hunter
Brian Russell (appointed 17 October 2017)
( 56 ) PLEXURE 2018 ANNUAL REPORT
Directory
As at 31 March 2018
Company Number
244518
NZ Business Number
9429039937803
Directors
Registered Office
Postal Address
Share Registrar
Auditors
Bankers
Solicitors
Website
Phil Norman – Chairman
Scott Bradley
Tim Cook
Sharon Hunter
Brian Russell (appointed 17 October 2017)
Level 3, 104 Quay Street
Britomart
Auckland
PO Box 90722
Victoria Street West
Auckland
Computershare Investor Services Limited
Private Bag 92119
Auckland
Phone: 09 488 8700
Fax: 09 488 8787
Deloitte Limited
Private Bag 115033
Shortland Street
Auckland
ASB Bank
PO Box 35
Shortland Street
Auckland
ANZ Bank
PO Box 92210
Albert Street
Auckland
Bell Gully
PO Box 1291
Wellington
www.plexure.com
( 57 ) PLEXURE 2018 ANNUAL REPORT