Plexure Group
Annual Report
2022
Plexure Group Annual Report 2022 NZX Governance Report
2
NZX Governance Report
For the year ended 31 March 2022
Plexure Group is the result of two great companies coming
together: Plexure and TASK.
The combined proposition enables an end-to-end cloud
engagement and transaction platform for the Hospitality sector.
Together Plexure and TASK own every transaction and touchpoint
– with all the functionality to transact, and the added benefit of
personalisation and data-driven insight, our customers are able to
maximise the relationship with their consumers.
This means that we have a unique offering that helps customers to
drive efficiencies, improve customer experience and create loyalty.
With Plexure Group, you can have it all.
Plexure Group Annual Report 2022
1
Contents
2
Highlights
4
Results Summary
5
Chairman’s Report
6
CEO’s Report
8
Independent Auditor’s Report
11
Consolidated Financial Statements
15
Notes to the Consolidated Financial Statements
38
NZX Governance Report
47
Additional NZX Disclosure
52
Directory
Plexure Group Annual Report 2022 NZX Governance Report
2
NZX Governance Report
For the year ended 31 March 2022
($NZD)
($NZD)
($NZD)
(reflecting Plexure Division operations prior to FY22 restructuring)
(reflecting Plexure Division operations prior to FY22 restructuring)
TASK acquisition
Group revenue
Group recurring revenue
Net cash
EBITDA level loss
Net loss after tax
Group Highlights
2
Plexure Group Annual Report 2022 Highlights
$120m
$32.6m
$24.8m
$13.9m
$15.6m $24.1m
($AUD, refer to Note 28 Business Combinations in the Notes to the Consolidated Financial Statements)
Plexure Group Annual Report 2022 Highlights
3
+30% SaaS Annualised Monthly Recurring Revenue1
versus prior year period, increasing to $7.7m
(March 2022 vs March 2021)
+32% additional AMRR increase already contracted
for FY23
(as at end of May 2022)
TASK positive EBITDA contribution in FY22
Plexure Highlights
Platform running at record levels (323m users,
28% increase in customer activity)
(as at end of FY22 vs FY21)
Salary and wage costs were reduced by 40%,
saving over $8.0 million on an annualised basis
(Q4 FY22 vs. Q3 FY22)
Management committed to ensuring that the
Division operations is cash positive in FY23
TASK Highlights
(1)
AMRR is Annualised Monthly Recurring Revenue representing SaaS revenue for the month of March, multiplied
by 12. It provides a 12-month forward view of SaaS revenue, assuming factors such as customers, pricing and
foreign exchange remain unchanged. SaaS revenue represents 76% of total recurring revenue for TASK.
Plexure Group Annual Report 2022 NZX Governance Report
4
Plexure Annual Report 2022 Results Summary
Variance
Income Statement
2022
$’000
2021
$’000
$’000
%
Total Income 1
32,759
29,276
3,483
12%
Operating expenses
(48,407)
(34,343)
(14,064)
(41%)
EBITDA2
(15,648)
(5,067)
(10,581)
(209%)
Depreciation & Amortisation
(9,203)
(2,592)
(6,611)
(255%)
EBIT
(24,851)
(7,659)
(17,192)
(224%)
Net Interest & Income Tax
800
(271)
1,071
395%
Net Loss after Tax
(24,051)
(7,930)
(16,121)
(203%)
(1)
Total Income excludes interest received for the purposes of this table.
(2)
EBITDA is a non-GAAP measure and is defined as earnings before net interest, income tax, depreciation and amortisation.
Results Summary
Plexure Group Annual Report 2022 Chairman’s Report
5
FY22 was a year of change for Plexure Group
The most significant change was the acquisition of TASK, for
AUD$120 million, on 1 October 2021, after approval from 99%
of the Company’s voting shareholders. The transaction was
supported by an over-subscribed institutional placement of
AUD$15.0 million, plus an over-subscribed retail offer which
raised NZD$5.2 million from existing New Zealand shareholders.
This shareholder support reinforces the refreshed vision of the
Group to create a best-in-class customer engagement, loyalty
and POS operations platform for the hospitality sector.
Importantly, this will enable the Plexure capabilities within the
TASK ecosystem to provide hospitality customers with a
complete end-to-end customer lifecycle platform that will
streamline and drive their digital transformations.
Leadership change and fresh approach
This refreshed strategic direction is being guided by a new,
highly experienced senior leadership team, following the
departure of the previous CEO, CFO and CTO in the first half of
the year. The newly appointed executives, CFO Andre Gaylard,
CTO Russ Bennett (now GM Plexure Division) and Chief Strategy
& People Officer Kathryn Byrne, all of whom joined the
Company late in the first half are joined by Daniel Houden,
former CEO of TASK, who was appointed CEO of the combined
Group following the transaction. Daniel was also appointed to
the Company’s Board along with Bill Crichton, an experienced
Australian businessman and long-term advisor to TASK.
New strategy and restructure focused on long-term
sustainable growth
Our half year results highlighted that the Plexure Division’s
previous “invest to grow” strategy had added sizeable costs to
the business at a time where new customer sales were hard to
achieve, and existing customer revenue was flat/declining. The
acquisition of TASK provided the business with an opportunity
to realise Plexure’s potential in a different way – utilising the
mature TASK capabilities to replace the need for Plexure’s
ongoing investment in similar capabilities, running Plexure
capabilities within TASK’s ecosystem to reduce the speed to
market and costs, and driving customer growth via TASK’s
existing base and pipeline. The focus on a subsequent
organisational restructure and business transformation has put
the Plexure Division back on a path towards profitability.
Significant TASK progress
The TASK business made a positive EBITDA contribution to the
Group for the last six months of the Financial Year and is set
up for further growth following leadership investments in the
North American team and software development team
increases in Poland to assist with the development of new
innovations. TASK has seen strong SaaS revenue growth,
continued contract extensions and a number of early wins with
joint customers such as Pita Pit and TANK where the end-to-end
Group capabilities will be delivered.
We highlighted earlier in the year that a significant proportion of
new TASK sales growth was impacted by the continued global
chip shortage. This has impacted many businesses but has not
removed the customer appetite for hardware purchases and we
expect this to return in due course.
Confidence in the Group trajectory in FY23
Brands are continuing to prioritise digital transformations and
have identified In-store operations and loyalty as areas with the
most need for improved digital solutions. Plexure Group’s
connected platform strategy aims to simplify and streamline the
activities a brand needs to make in order to rapidly transition to
this ‘new normal’.
The Board and Senior Leadership team are confident that the
combination of the progress made on building strong Group
foundations and conserving cash position the Group well to
capitalise on future growth opportunities.
On behalf of the Board, I would like to sincerely thank our
customers, partners, staff and shareholders for your continuing
support.
Phil Norman, Chairman
23 June 2022
Dear Shareholder
Chairman’s Report
Plexure Group Annual Report 2022 CEO’s Report
6
It has been an eventful six months since I started in the CEO
role of Plexure Group on 1 October 2021.
During this time, I am incredibly pleased to report that our
focused actions have substantially improved the cost efficiency
of the Plexure Division following the restructure in the second
half, created strong underlying growth trends of the TASK
business, as well as delivered good progress on laying down the
framework to unlock the combined Group capabilities.
Key FY22 progress highlights include:
−
Plexure Group delivered a 12% increase in revenue to
NZD$32.6m for financial year ending 31 March 2022.
This captures a full 12 months of Plexure Division, as well
as 6 months of the TASK business.
—
Group Recurring Revenue was a significant driver of
growth, with $24.8m for the combined group at the end
of March 2022.
—
The TASK business has achieved +30% SaaS Annualised
Monthly Recurring Revenue growth from March 21 to
March 22 to $7.7m, with a further +32% AMRR increase
already locked in FY23 contracts (as at end of May 2022)
—
TASK delivered a positive EBITDA contribution to the
Group at the same time as making targeted investments
for future growth using existing cash flows, including a
178% increase in our Polish software development team
headcount in Q4 vs the prior quarter, and the recruitment
of an experienced QSR professional to lead the expansion
of our TASK North American operations.
—
The Plexure Division has stemmed a significant proportion
of the cash burn from the previous “invest to grow”
strategy through a series of transformation activities,
including a 40% reduction in Q4 salary and wage costs
versus the prior quarter, saving over $8.0 million on an
annualised basis, at the same time as the platform was
operating at record scale
—
The creation of an integrated Group Shared Services
function is laying the foundations for global
improvements.
—
As we exit FY22, the Group has a strong cash position
with $13.9m on the balance sheet, an improved monthly
EBITDA, a contracted stream of new revenue and a
pipeline of further promising prospects.
TASK is primed for growth
I am pleased to report that TASK contributed a positive EBITDA
to the Group since it was acquired on 1 October 2021. TASK
continues to grow strongly and profitably, with SaaS Annualised
Monthly Recurring Revenue (AMRR) as at March 2022 growing
by 30% to $7.7m over the same prior year period. In addition,
an incremental 32% increase in AMRR (versus March 2022) is
already locked in through signed contracts at the start of FY23.
Implementations are already underway to deploy TASK software
to these customers, with the revenue being recognised on
completion.
As previously reported, the continued global hardware supply
chain issues resulted in hardware sales not being realised as
planned. However, the customer appetite for hardware
purchases remains (albeit delayed), with significant sales of
>$3m already contracted in FY23 and more in the pipeline,
with revenue being recognised as the hardware is installed.1
To support short-medium term growth, TASK made a number
of targeted investments in the final quarter of FY23, including
a 178% increase in the Polish software development team
headcount versus the prior quarter and the recruitment of an
experienced QSR professional to lead the expansion of the
TASK North American operations. The growth opportunities
enabled by these strategic investments will fall in subsequent
financial periods but reinforce that TASK is poised for growth.
Plexure Division on path to profitability
Plexure’s recurring revenue increased 11% year on year to
$20.4m, reflecting the continued global growth of the Division’s
largest customer, McDonald’s, where it supports 66 markets and
~10,900 restaurants globally. This support of McDonald’s global
digital and loyalty-led strategy has led to significant platform
usage increases year on year, including a 44% increase in
end-users to 323 million and a 28% increase in customer activity,
with 147 million actions being made every day of the year.
(1)
$0.2m in additional monthly Saas revenue is contracted
with customers and will be recognised across the year as
each project is implemented.
Dear Shareholder
CEO’s Report
Plexure Group Annual Report 2022 CEO’s Report
7
This level of platform usage growth has historically resulted in
significant cost increases within Plexure – for example, IT and
Technology costs associated with delivering this significant
scale increase have grown $2.4m (25% versus last year). To date,
revenue increases have not matched pace with these costs.
At the Half Year results, the Group announced a significant
restructure and cost reduction focus in the Plexure Division,
which is delivering results in Q4FY22. Salary and wage costs
(staff and contractor) were 40% lower in Q4FY22 compared to
the prior quarter, saving over $8.0 million on an annualised
basis. The significant restructure has not limited the Division’s
ability to support continued growth in transactions and better
service to its largest customer.
Management will take all steps required to ensure that the
Plexure Division will be cash positive in FY23.
Group Results
The Group posted an EBITDA level loss of $15.6m (which
included a $9.2m EBITDA loss in the second half of the year).
The net loss after tax for the full year was $24.1m – reflecting
several one-off and in some cases non-cash costs including:
—
Amortisation costs in relation to software, customer
relationships and brand recognised on the acquisition
of TASK and amortised over five years ($5.7m non-cash).
—
Restructure and Leadership turnover ($1.6m cash)
—
Impairment charges recognised in respect of a right of
use asset ($0.7m non-cash) and disposal of intangible
assets ($0.7m non-cash);
—
Provisions for doubtful debts in relation to two markets
impacted by the war in Ukraine ($0.3m);
—
Non-cash charges in relation to awards made under
employee share schemes amounting to $2.5m;
—
Foreign exchange movements resulting from a weakening
New Zealand dollar ($0.2m);
The Group ends the financial year with net cash of NZD$13.9m.
“I am very pleased with
the decisive actions we took
to transform this business
and the great results this is
achieving.”
Outlook
I’m delighted to see the continued and accelerating profitable
growth of TASK, reflecting the continued support of our
outstanding client base, recent new client wins and a strong
demand for our platform. I am incredibly excited to harness the
expansion opportunities ahead for TASK, especially in the US
market where our new hires are setting up the foundations for
scale deployments in America. It’s great to know that we have
been able to achieve these outcomes through leveraging
existing cash flows from the business.
The legacy structure of the Plexure Division has resulted in an
unacceptable loss for the year. However, I am very pleased with
the decisive actions we took to transform this business and the
great results this is achieving. It is a real credit to the team that
we have been able to balance supporting McDonald’s with
better customer service; improving platform efficiency whilst
spending money where necessary to support record levels of
platform usage; all achieved with fewer resources. My number
one priority now is to address our legacy commercial contracts
to ensure that the Division becomes cash flow positive in the
FY23 Financial Year.
I would like to thank all our people, customers, partners and
shareholders for their support. I couldn’t be more excited about
what the future holds, and I look forward confidently to the
profitable and strong growth of the combined business this
financial year.
Daniel Houden, CEO
23 June 2022
Plexure Group Annual Report 2022 Independent Auditor’s Report
8
Independent Auditor’s Report
To the Shareholders of Plexure Group Limited
Opinion
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 2022, and
the consolidated statement of comprehensive income, consolidated statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 11 to 37, present fairly,
in all material respects, the consolidated financial position of the Group as at 31 March 2022, and its
consolidated financial performance 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’).
Basis for Opinion
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 Company in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards), and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
Other than in our capacity as auditor, our firm carries out other assignments for the Group in the area of
taxation compliance and other tax services. We have no other 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.
Audit materiality
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 $660,000.
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.
Plexure Group Annual Report 2022 Independent Auditor’s Report
9
Key audit matter
How our audit addressed the key audit matter
Revenue Recognition (Note 2(c), 2(e) and Note 3)
The Group’s primary revenue arises from licensing and
consulting services and totalled $32.56m (2021: $29.15m) for
the year ended 31 March 2022.
The Group enters into contracts with customers which contain
the provision of software licenses and consulting services. The
revenue recognition for each element differs based on when the
service has been delivered to the customer and is normally after
the revenue has been invoiced. This requires the Group to
identify the value of the individual services being provided in the
service agreements so that it can be allocated to the service in
the period when the service is provided (in accordance with NZ
IFRS 15 Revenue from Contracts with Customers (‘NZ IFRS 15’)).
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 when services are delivered.
As part of our audit, for a sample of contracts, we:
• Obtained an understanding of the salient contractual terms in
the service agreements for conditions that impact the timing
of revenue recognition in line with NZ IFRS 15 and in turn the
completeness and timing of deferred revenue;
• Evaluated the Group’s allocation of revenue to the various services
and ensured this has been determined appropriately;
• Checked that the period over which revenue is recognised is
consistent with the period over which services are provided; and
• Reperformed the calculation for deferred revenue at balance date
based on the contract price, payments made to date, hours charged
and the period in which the services are being delivered under the
contract are provided.
Purchase price allocation following the acquisition of Task Retail
Pty Ltd (Note 28)
As disclosed in Note 28, Plexure acquired 100% of Task Retail
Pty Ltd for $118.19m, including $34.84m of cash and $83.35m
of shares, on 1 October 2021.
The Group recorded the identifiable tangible and intangible
assets acquired and liabilities assumed at their fair values at
acquisition date. Goodwill was recorded as the excess of the
consideration paid over the fair values of the net assets
acquired. Management identified intangible assets of $56.46m
and goodwill of $73.72m at the acquisition date.
We have included the purchase price allocation as a key audit
matter because significant judgment and estimates are involved
in identifying and determining the fair value of the assets and
liabilities acquired.
As part of our audit we:
• Read the sales & purchase agreement to obtain an understanding
of the transaction;
• Considered whether the identification and recognition of the
intangible assets was consistent with the requirements of NZ IFRS
3 Business Combinations, NZ IAS 38 Intangible Assets and our
understanding of the acquired business;
• Engaged our internal valuation specialists to challenge the intangible
assets identified, the valuation methodology applied and the
assumptions used in the intangible asset valuations;
• Assessed the allocation of goodwill to the relevant cash generating
unit; and
• Considered the adequacy of the business acquisition disclosures in
the consolidated financial statements.
Goodwill impairment (Note 17)
As disclosed in Note 17, the Group has recognised goodwill
of $73.72m at acquisition date which has been subsequently
remeasured to $75.96m at year end (2021: nil). This was
allocated to the Task Cash Generating Unit (‘CGU’). The Group
is required to perform an annual impairment assessment
of goodwill.
The Value-In-Use (‘VIU’) model used in the goodwill impairment
test includes significant judgments. These include forecasting
growth rates of revenues, expenses and cashflows over a 5-year
period as well as other key inputs such as the discount rate
applied and the revenue multiple used in determining the
terminal value.
We have included goodwill impairment as a key audit matter
because of the significance of the goodwill balance as well as
the inherent judgement in assessing goodwill for impairment.
As part of our audit we:
• Tested the calculation of the impairment model including the inputs
and mathematical accuracy of the model and comparison to the net
assets value;
• Challenged whether forecast revenues, expenses and cashflows and
growth rates are supportable by performing the following:
○ Assessing the reliability of management’s historical budgets
and forecasts by reference to actual performance;
○ Understanding the changes in growth assumptions in the
Group’s forecasts. We considered these with reference to past
performance, changes that have been made within the
business and the impact of the current market environment.
• Worked with our internal expert to challenge the methodology
utilised by management in their VIU model and to assess the growth
rates, discount rates and revenue multiples based on our expert’s
market and valuation knowledge; and
• Performed sensitivity analysis over management’s key assumptions.
Plexure Group Annual Report 2022 Independent Auditor’s Report
10
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. The Annual Report is expected to be made available to us after the
date of this auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we
will not express any form of assurance conclusion thereon.
Our responsibility is to read the other information identified above when it becomes available and
consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
When we read the other information in the Annual Report, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the directors and consider
further appropriate actions.
Board of Directors’ responsibilities
for the consolidated financial
statements
The Board of 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 Board of Directors determine is necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the consolidated financial statements, the Board of 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 Board of
Directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the
audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs 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.
Jason Stachurski
Partner
for Deloitte Limited
Auckland, New Zealand
30 May 2022
Plexure Group Annual Report 2022 Consolidated Financial Statements
11
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2022
Notes
2022
$’000
2021
$’000
Revenues
Revenue from contracts with customers
3
32,556
29,150
Other income
4
223
212
Total revenue and other income
32,779
29,362
Expenses
Wages and staff costs
5
(26,105)
(17,831)
Contractors
(1,426)
(2,680)
Travel costs
(279)
(126)
Office costs
(937)
(527)
Professional fees
6
(2,920)
(2,413)
Board fees
(555)
(442)
Marketing
(679)
(536)
IT costs
7
(12,034)
(9,337)
Hardware costs
(1,040)
-
Other expenses
8
(2,432)
(451)
Depreciation
15
(1,442)
(627)
Amortisation
16
(7,761)
(1,965)
Operating expenses
(57,610)
(36,935)
Interest expenses
(303)
(127)
Net loss before tax
(25,134)
(7,700)
Income tax (benefit)/expense
9(a)
1,083
(230)
Net loss after tax for the year attributable to the shareholders of the
company
(24,051)
(7,930)
Other comprehensive income
Exchange difference on translating foreign operations
21(b)
3,607
(156)
Total comprehensive loss for the year attributable to the shareholders of
the company
(20,444)
(8,086)
Loss per share
Basic loss per share (cents)
22
(9.15)
(5.23)
Diluted loss per share (cents)
22
(9.15)
(5.23)
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.
Plexure Group Annual Report 2022 Consolidated Financial Statements
12
Consolidated Statement of Changes in Equity
For the year ended 31 March 2022
Notes
Share
capital and
treasury
stock
$’000
Foreign
currency
translation
reserve
$’000
Share
based
payment
reserve
$’000
Accumulated
losses
$’000
Total
equity
$’000
Balance at 1 April 2021
72,383
88
572
(30,618)
42,425
Net loss after tax
23
-
-
-
(24,051)
(24,051)
Exchange differences arising on
translating foreign operations
21(b)
-
3,607
-
3,607
Total comprehensive profit
-
3,705
-
(24,051)
(20,444)
Transactions with owners
Shares Issued
21(a)
105,822
-
-
-
105,822
Capital Raising Costs
(1,230)
-
-
-
(1,230)
Shares issued by way of exercising of
share options
21(c)
776
-
(259)
-
517
Recognition of share-based payments
21(c)
-
-
2,498
-
2,498
Share-based payments on options vested
but not exercised
21(c)
-
-
(138)
138
-
Balance at 31 March 2022
177,751
3,793
2,673
(54,531)
129,588
Balance at 1 April 2020
36,816
244
624
(22,690)
14,994
Net loss after tax
23
-
-
-
(7,930)
(7,930)
Exchange differences arising on
translating foreign operations
21(b)
-
(156)
-
-
(156)
Total comprehensive profit
-
-
(156)
-
(7,930)
(8,086)
Transactions with owners
Shares Issued
21(a)
36,602
-
-
-
36,602
Capital Raising Costs
(1,932)
-
-
-
(1,932)
Shares issued by way of exercising of
share options
21(c)
897
-
(267)
-
630
Recognition of share-based payments
21(c)
-
-
217
-
217
Share-based payments on options vested
but not exercised
21(c)
-
-
(2)
2
-
Balance at 31 March 2021
72,383
88
572
(30,618)
42,425
The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Plexure Group Annual Report 2022 Consolidated Financial Statements
13
Consolidated Statement of Financial Position
As at 31 March 2022
Notes
2022
$’000
2021
$’000
Asset
Current assets
Cash and cash equivalents
10
12,201
40,214
Term deposits
11
1,715
2,139
Income tax receivable
9(b)
38
-
Trade receivables
12
6,807
3,051
Other current assets
13
1,960
693
22,721
46,097
Less current liabilities
Trade and other payables
18
6,339
4,047
Income tax payables
9(b)
-
23
Deferred revenue
19
9,299
5,056
Lease liabilities
20
1,294
392
16,932
9,518
Working capital
5,789
36,579
Non-current assets
Property, plant & equipment
15
8,892
2,080
Intangible assets
16
57,625
5,282
Goodwill
17
75,961
-
Other non-current assets
13
408
-
142,886
7,362
Non-current liabilities
Lease liabilities
20
8,102
1,516
Deferred revenue
19
528
-
Other liabilities
159
-
Deferred tax liability
9(d)
10,298
-
19,087
1,516
Total net assets
129,588
42,425
Equity
Share capital and treasury stock
21(a)
177,751
72,383
Foreign currency translation reserve
21(b)
3,695
88
Share-based payment reserve
21(c)
2,673
572
Accumulated losses
23
(54,531)
(30,618)
Total equity
129,588
42,425
Signed on behalf of the Board by:
Phil Norman
Chairman
Dated: 30 May 2022
Robert Bell
Director
Dated: 30 May 2022
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
Plexure Group Annual Report 2022 Consolidated Financial Statements
14
Consolidated Statement of Cash Flows
For the year ended 31 March 2022
Notes
2022
$’000
2021
$’000
Operating activities
Cash was provided from (applied to):
Receipts from customers
32,425
29,558
Interest received
24
86
Other income
202
126
Payment to suppliers and employees
(48,739)
(32,752)
Income tax paid
(537)
(184)
Net cash outflow from operating activities
26
(16,625)
(3,166)
Investing activities
Cash was provided from (applied to):
Term deposit proceeds
424
875
Purchase of property, plant and equipment and intangible
assets
(712)
(196)
Capitalised development costs
(2,130)
(3,148)
Business acquisition, net of cash acquired
(29,483)
-
Net cash outflow from investing activities
(31,901)
(2,469)
Financing activities
Cash was provided from (applied to):
Issue of ordinary shares
22,990
37,232
Share capital raising cost
(1,230)
(1,932)
Repayment of lease liability
(940)
(369)
Interest paid
(303)
(127)
Net cash inflow from financing activities
20,517
34,804
Net (decrease)/increase in cash held
(28,009)
29,169
Add cash and cash equivalents at start of year
40,214
11,205
Effect of foreign exchange rate changes on cash
(4)
(160)
Cash at bank at end of year
10
12,201
40,214
Comprised of:
Cash and cash equivalents
10
12,201
40,214
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
15
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
1. Corporate Information
The consolidated financial statements of Plexure Group Limited
(the Company) and its subsidiaries (collectively, the Group) for
the year ended 31 March 2022 were authorised for issue in
accordance with a resolution of the directors on 30 May 2022.
Plexure Group Limited 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:PX1) and the Australian Securities
Exchange (ASX:PX1). The registered office is located at Level 2,
4 Graham Street, Auckland, New Zealand.
The principal activity of the Group is the development and
deployment of cloud-based, transactional management and
mobile customer engagement solutions that offers Hospitality
clients a single solution for all customer interactions. The
principal activities of each subsidiary are disclosed in Note 14.
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 also comply with
International Financial Reporting Standards (IFRS).
Plexure Group Limited is an FMC reporting entity for the
purposes of the Financial Markets Conduct Act 2013 and these
consolidated financial statements comply with that Act.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of
the consolidated 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 goods and services.
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
thousand ($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 it is necessary 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 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:
Revenue recognition
The Group assesses each contract it has in place with its
customers to identify performance obligations and to ensure
revenue is recognised by making estimates and assumptions of
performance against these obligations. Refer to Note 2(e).
Internally generated software
Determining whether the intangible assets meet the criteria for
capitalisation. Refer to Note 2(i).
Impairment
At each reporting date the Group assesses whether there is any
indication that an asset may be impaired. Goodwill is tested
annually for impairment whether indicators of impairment exist.
Determining whether an assets carrying value exceeds its
recoverable amount requires management to make a number of
judgements and estimates including future cash flows
associated with the assets. Refer to Note 17 for additional
information on the impairment testing on Goodwill.
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.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
16
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(d) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries as at 31 March
2022. All subsidiaries are wholly owned and controlled by the Company.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company and 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 included in
operating expenses as incurred.
All intra-group assets and liabilities, equity, income, expenses, including 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 from contracts with customers and deferred revenue
The Group derives revenue from the provision of software licenses, consulting services, hardware sales and other revenue.
Revenue recognition is based on the delivery of performance obligations and an assessment of when control of the product is
transferred to the customer. Revenue is recognised either when the contractual performance obligation has been satisfied (‘point
in time’ recognition) or ‘over time’ as control of the performance obligation is transferred to the customer.
The specific recognition criteria described below must also be met before revenue is recognised.
Revenue Type
Description
Key Judgements
Outcome
Timing of revenue recognition
Software-as-a-
service (SaaS)
and Hosting
fees (relates to
license revenue
in Note 3)
Platform licensing
and support.
Determining the
distinct performance
obligations and
whether items are
required to be
bundled to form a
distinct performance
obligation.
Providing a software
license is a distinct
performance obligation
and is not required to be
bundled with other
performance obligations
except setup and
deployment fees where
applicable.
Over time
Platform access is recognised
over time on the input of
service period basis as
benefits are simultaneously
received and consumed.
Setup and
Deployment
fees (relates to
license revenue
in Note 3)
SaaS platform
setup and (Client
Relationship
Management) CRM
implementation for
customers.
Determining whether
the services provided
are a distinct
performance
obligation.
The services are a part of
SaaS and hosting
performance obligation
and should be bundled as
such.
Over time
As above.
Professional
services
(consulting
revenue in Note
3)
Value-add services,
and tailored
software
development and/
or enhancement.
Determining whether
the services provided
are a distinct
performance
obligation.
The services are a distinct
performance obligation as
they are not highly
dependent or interrelated
to other performance
obligations in the contract.
Over time/Point in time
Recognised when the service
is complete or on a stage of
completion input basis based
on the hours required to
finalise the project.
Hardware
Sale of third-party
hardware.
Determining when the
performance
obligation on the sale
and delivery of
hardware has been
completed.
The performance obligation
for Hardware is satisfied
upon the delivery of each
hardware component.
Point in time
Recognised when each item
of hardware is delivered to the
customer.
Deferred revenue relates to income invoiced to customers in advance during a financial period, part of which will be recognised in
the Consolidated Statement of Comprehensive Income in subsequent financial periods. Deferred revenue is classified as a current
liability when the performance obligation will be met within 12 months of balance date, and non-current when the performance
obligation will not be met within 12 months of balance date.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
17
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(f) Taxation
Current Income Tax
Current income tax assets and liabilities at the reporting date
are measured at the amount expected to be recovered from or
paid to the taxation authorities in subsequent financial periods.
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 resulting from 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 Consolidated
Statement of Comprehensive Income in income tax expense, or
other comprehensive income when it relates to items charged
or credited 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 it 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; or
−
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 Company’s functional
currency. For each subsidiary, the functional currency is
determined and items included in the financial statements of
each subsidiary 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 the Consolidated Statement of Comprehensive
Income reflects the amount that arises from using this method.
Transactions and balances
Transactions in foreign currencies are initially recorded by the
Group’s entities at their respective functional currency spot
exchange 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
exchange rates at the reporting date. Differences arising on
settlement or translation of monetary items are recognised in
the Consolidated Statement of Comprehensive Income within
Other expenses. Tax charges and credits attributable to
exchange differences on those monetary items are recorded in
Other comprehensive income.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the functional
currency spot exchange rates at the dates of the initial
transactions. Non-monetary items measured at fair value in a
foreign currency are translated using the functional currency
spot 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 spot exchange
rate 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
foreign operation is recognised in profit or loss.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
18
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(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
Estimated useful life
Leasehold Improvements
Furniture & Fittings
Computer Equipment
2-5 years
2-14 years
3 years
An item of Property, Plant and Equipment 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.
(i) 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 and externally developed 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 and externally
developed 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 and
externally developed intangible asset can be recognised,
development expenditure is charged to the Consolidated
Statement of Comprehensive Income in the period in which it is
incurred.
Subsequent to initial recognition, internally and externally
developed intangible assets are reported at cost less
accumulated amortisation and impairment, on the same basis
as intangible assets acquired separately.
Intangible Assets Acquired in a Business Combination
Intangible assets other than Goodwill acquired in a business
combination are identified and recognised separately where
they satisfy the definition of an intangible asset and their fair
values can be measured reliably. The cost of such intangible
assets is their fair value at the acquisition date.
Subsequent to initial recognition, intangible assets acquired in a
business combination are reported at cost less accumulated
amortisation and impairment.
Goodwill
Goodwill acquired in a business combination is initially
measured at the excess of the cost of the business combination
over the Group’s interest in the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities
recognised at the date of acquisition.
Following initial recognition, Goodwill is measured at cost less
any accumulated impairment losses.
For the purpose of impairment testing Goodwill acquired in a
business combination is, from the acquisition date, allocated
across the acquiree’s cash-generating units or unit.
Impairment is determined by assessing the recoverable amount
of the cash-generating unit, to which the Goodwill relates.
When the recoverable amount of the cash-generating unit is
less than the carrying amount, an impairment loss is
recognised. When Goodwill forms part of a cash-generating unit
and an operation within that unit is disposed of, the Goodwill
associated with the operation disposed of is included in the
carrying amount of the operation based on the relative values of
the operation disposed of and the portion of the cash-
generation unit retained. Impairment losses recognised on
Goodwill are not subsequently reversed.
On disposal of a subsidiary or a jointly controlled entity, the
attributable amount of Goodwill is included in the determination
of the profit or loss on disposal.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
19
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
Amortisation
Except for Goodwill, intangible assets are amortised on a
straight-line basis in the Consolidated Statement of
Comprehensive Income over their useful lives, from the date
that they are acquired and available for use. The estimated
useful lives are as follows:
Category
Estimated useful life
Software
Brand
Customer Relationships
Trademarks
2-5 years
5 years
5 years
10 years
(j) Impairment of Non-Financial Assets
At each reporting 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 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 the Consolidated Statement of Comprehensive
Income immediately.
(k) 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 (original maturity
of less than three months) that are readily convertible to a
known amount of cash and are subject to an insignificant risk of
changes in value.
(l) Term deposits
Term deposits are investments with an original maturity
exceeding three months. Deposits with an original maturity
between three and 12 months are classified as current term
deposits.
(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 21(d). 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.
Plexure Group applies the NZ IFRS 9 simplified approach to
measuring expected credit losses, which uses a lifetime
expected credit loss allowance for all trade and other
receivables.
To measure expected credit losses, trade and other receivables
have been grouped and reviewed based on the number of days
past due. The expected credit loss allowance has been
calculated by considering the impact of the following
characteristics:
—
An assessment of the financial strength of each customer
based on the relative risk related of the country, customer
and market characteristics; and
—
The age of each invoice and application of increasing
expected credit loss estimate as the trade receivable ages.
Accounts receivable balances are written off when they are no
longer recoverable.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
20
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(p) Accounts Payable
Accounts payable are recognised when the Group becomes
obliged to make future payments resulting from the purchase of
goods and services.
(q) Employee Benefits
Provision is made for benefits accruing to employees in respect
of wages and salaries, annual leave, long service leave, and sick
leave when it is probable that settlement will be required and
these 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 the reporting date.
(r) Lease assets and liabilities
Leases are recognised as a right of use asset (lease asset), with
a corresponding lease liability, at the date at which the leased
asset is available for use. Each lease payment is allocated
between the liability and interest expenses on lease liabilities.
The interest expenses on lease liabilities is charged to the
Consolidated Statement of Comprehensive Income over the
lease period. The lease asset is depreciated over the lease term
on a straight-line basis.
Assets and liabilities arising from a lease are initially measured
on a present value basis.
Plexure Group has leases for property and office equipment.
Each lease is reflected on the balance sheet as a right-of-use
asset and a lease liability, except for short-term leases and
leases of low-value underlying assets.
(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 Consolidated 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) Treasury Stock
Own equity instruments that are reacquired (treasury shares)
are recognised at cost and deducted from equity. No gain or
loss is recognised in Consolidated Statement of Comprehensive
Income on the purchase, sale, issue or cancellation of the
Group’s own equity instruments.
(u) Adoption of New Revised Standards and Interpretations
No new standards or interpretations that are effective for the 31
March 2022 reporting period have had a material impact on the
Group in the current period.
There are no other standards or amendments that have been
issued, but are not yet effective, that are expected to have a
material impact on subsequent reporting periods.
(v) Changes to Comparatives
Certain comparative information has been restated or
reclassified, to conform with the current period’s presentation.
The Group has changed the presentation, including
comparative information, of:
—
‘Trade receivables’ are presented separately from ‘Other
current assets’ within the Consolidated Statement of
Financial Position; and
—
Costs associated with the share-based payments are now
presented within ‘Wages and staff costs’ within the
Consolidated Statement of Comprehensive Income,
whereas these were previously presented in ‘Other
expenses’. This change was made to better reflect the
nature of the share-based payments, and resulted in a
decrease in the 31 March 2021 Other expenses by $216
thousand, with an offsetting increase to Wages and staff
costs.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
21
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
3. Revenue from contracts with customers
2022
$’000
2021
$’000
License revenue (1)
23,975
18,315
Consulting revenue
7,301
10,835
Hardware sales
1,280
-
32,556
29,150
(1)
License revenue is recognised over time, the unutilised portion of revenue is recognised as deferred revenue in the balance
sheet. For detailed breakdown of deferred revenue refer to Note 19.
Refer to Note 25 for revenue by segment.
4. Other income
2022
$’000
2021
$’000
Interest income
21
86
Other income
202
126
223
212
5. Wages and staff costs
2022
$’000
2021
$’000
Salaries and employee benefits (less capitalised)
21,680
16,323
Share-based payments (1)
2,498
216
Retirement benefits
714
452
Other staff costs
1,213
840
26,105
17,831
Permanent staff numbers as at 31 March
139
141
(1)
Refer to Note 21(d) for more information on the share-based payments.
6. Professional fees
2022
$’000
2021
$’000
Auditors’ fees for audit of the financial statements
123
71
Auditors’ other fees:
Taxation compliance services
71
18
Other tax services (1)
30
26
Ancillary assurance services related to ASX Initial Public Offering
-
37
Professional services related to ASX Initial Public Offering
9
1,198
Accounting advisory services and systems
483
147
Statutory audit of a foreign subsidiary
91
22
Consultancy services
1,459
708
Legal expenses
654
186
2,920
2,413
(1)
Other tax services relate to transfer pricing documentation and R&D tax credit application.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
22
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
7. IT costs
2022
$’000
2021
$’000
Platform hosting
8,564
6,759
Support and maintenance
3,109
2,220
License
291
210
Other IT expenses
70
148
12,034
9,337
8. Other expenses
2022
$’000
2021
$’000
Listing expenses
503
273
Foreign exchange loss
183
150
Loss allowance/(recovery) on trade receivables
337
(9)
Loss on disposal and modification of property, plant & equipment, and intangible assets
675
4
Impairment of property, plant & equipment
676
-
Other
58
33
2,432
451
9. Tax
The major components of income tax expense for the years ended 31 March 2022 and 2021 are:
(a) Consolidated Statement of Comprehensive Income:
2022
$’000
2021
$’000
Current income tax:
Current income tax expense
(146)
(66)
Withholding tax not recognised
(167)
(164)
Deferred tax expense
1,396
-
Income tax reported in the Consolidated Statement of Comprehensive Income
1,083
(230)
(b) Current tax assets and liabilities
2022
$’000
2021
$’000
RWT (payable)/receivable
(92)
2
Current tax receivable/(payable)
130
(25)
38
(23)
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
23
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(c) Reconciliation of income tax expense to net loss before tax:
2022
$’000
2021
$’000
Net loss before tax
(25,134)
(7,700)
At the New Zealand statutory income tax rate of 28%
7,038
2,156
Non-deductible expenses
(948)
(493)
Future benefit of tax losses not recognised
(4,785)
(1,758)
Deferred tax adjustment
94
-
Effect of difference in overseas tax rates
(149)
29
Foreign withholding tax expenses
(167)
(164)
Income tax expense reported in the Consolidated Statement of Comprehensive Income
1,083
(230)
(d) Deferred Tax
The Group has estimated gross tax losses of $38.7 million at balance date (2021: $21.6 million). 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 $10.9 million measured at 28% (2021: $6.0 million). The analysis of deferred tax assets and
deferred tax liabilities is as follows:
Property, plant
and equipment
$’000
Intangible
assets
$’000
Provisions
& accruals
$’000
Tax
Losses
$’000
Total
$’000
At 1 April 2021
-
(477)
(74)
551
-
Recognition of deferred tax on business combination
(89)
(11,611)
324
-
(11,376)
Foreign exchange differences
(2)
(325)
9
-
(318)
Recognised in profit and loss
19
1,241
56
80
1,396
At 31 March 2022
(72)
(11,172)
315
631
(10,298)
At 1 April 2020
-
(483)
(147)
630
-
Recognised in profit and loss
-
6
(73)
(79)
At 31 March 2021
-
(477)
(74)
551
-
(e) Imputation Credit Account Balances
2022
$’000
2021
$’000
Balance as at 31 March
4
2
10. Cash and cash equivalents
2022
$’000
2021
$’000
Cash and cash and cash equivalents as at 31 March
12,201
40,214
Denominations in:
New Zealand Dollars (NZD)
2,786
36,747
Australian Dollars (AUD)
1,572
2,057
United States Dollars (USD)
6,230
386
Japanese Yen (JPY)
1,507
983
Polish zloty (PLN)
67
-
Great British Pounds (GBP)
39
41
12,201
40,214
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
24
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
11. Term deposits
2022
$’000
2021
$’000
Term deposits as at 31 March
1,715
2,139
Term deposits are made for varying periods depending on the immediate cash requirements of the Group, and earn interest at the
respective term deposit rates.
12. Trade receivables
2022
$’000
2021
$’000
Accounts receivable
7,268
3,051
Provision for expected credit loss
(461)
-
6,807
3,051
The aging profile of accounts receivable are as follows:
2022
$’000
2021
$’000
1-29 days
2,882
1,633
30-59 days
629
233
60-89 days
2,567
1,137
90 days and older
1,190
48
7,268
3,051
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 $7.2 million, $3.7 million is showing as past due (2021: $1.4 million).
Accounts receivable are split into revenue categories as follows:
License revenue
5,367
2,021
Consulting revenue
897
1,030
Hardware sales
1,004
-
7,268
3,051
13. Other assets
2022
$’000
2021
$’000
Other assets – current:
Prepayments and other receivables
1,072
627
Accrued income
488
66
Inventory
400
-
1,960
693
Other assets – non-current:
Prepayments and other receivables
408
-
408
-
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
25
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
14. Investments in subsidiaries
The consolidated financial statements of the Group include the Company and the following subsidiaries:
Name
Equity Interest
Balance
date
Country
of incorporation
Principal
activity
2022
2021
Plexure Limited
100%
100%
31 March
New Zealand
Trading entity
VMob IP Limited
100%
100%
31 March
New Zealand
Holder of IP assets
VMob UK Limited
100%
100%
31 March
United Kingdom
Trading entity
Plexure USA Limited
100%
100%
31 March
USA
Trading entity
Plexure KK
100%
100%
31 March
Japan
Trading entity
Plexure Holdings Pty Ltd
100%
-
31 March
Australia
Non-trading entity
Plexure Australia Pty Ltd
100%
-
31 March
Australia
Non-trading entity
TASK Retail Technology Pty Ltd
100%
-
31 March
Australia
Trading entity
TASK Retail Technology LLC
100%
-
30 June
USA
Trading entity
TASK Retail Technology USA LLC
100%
-
31 March
USA
Non-trading entity
TASK Retail NZ Pty Limited
100%
-
31 March
Australia
Trading entity
TASK Retail Technology PN Sp. z.o.o
100%
-
30 June
Poland
Trading entity
TASK Retail Pty Ltd
100%
-
31 March
Australia
Non-trading entity
TASK Software Pty Ltd
100%
-
31 March
Australia
Non-trading entity
On 1 October 2021, the Company acquired TASK Retail Pty Ltd and associated subsidiaries. Refer to Note 28 for further information
on the acquisition.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
26
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
15. Property, Plant & Equipment
Leasehold
Improvements
$’000
Furniture
& Fittings
$’000
Computer
Equipment
$’000
Right of
use asset
$’000
Total
$’000
Year ended 31 March 2022
Opening book value
44
71
303
1,662
2,080
Additions
34
4
223
7,214
7,475
Acquisition
12
285
187
1,037
1,521
Modification
-
-
-
(51)
(51)
Disposal
-
(9)
(6)
-
(15)
Impairment (1)
-
-
-
(676)
(676)
Depreciation
(23)
(73)
(283)
(1,063)
(1,442)
Closing net book value
67
278
424
8,123
8,892
As at 31 March 2022
Cost
106
405
1,085
10,509
12,105
Accumulated impairment
-
-
-
(676)
(676)
Accumulated depreciation
(39)
(127)
(661)
(1,710)
(2,537)
Net book value
67
278
424
8,123
8,892
Leasehold
Improvements
$’000
Furniture
& Fittings
$’000
Computer
Equipment
$’000
Right of
use asset
$’000
Total
$’000
Year ended 31 March 2021
Opening book value
24
131
319
2,038
2,512
Additions
31
1
168
-
200
Disposal
-
(1)
(4)
-
(5)
Depreciation
(11)
(60)
(180)
(376)
(627)
Closing net book value
44
71
303
1,662
2,080
As at 31 March 2021
Cost
60
229
692
2,258
3,239
Accumulated depreciation
(16)
(158)
(389)
(596)
(1,159)
Net book value
44
71
303
1,662
2,080
(1)
Impairment on the Right of use asset relates to a commercial property lease that is not being fully utilised.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
27
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
16. Intangible assets
Software
$’000
Customer
Relationships
$’000
Brand
$’000
Trademarks
$’000
Total
$’000
Year ended 31 March 2022
Opening book value
5,282
-
-
-
5,282
Additions (1)
2,687
2,687
Acquisition
43,841
8,920
3,704
18
56,483
Disposal
(663)
-
-
-
(663)
Amortisation
(6,486)
(900)
(374)
(1)
(7,761)
Foreign exchange difference
1,238
254
104
1
1,597
Closing net book value
45,899
8,274
3,434
18
57,625
As at 31 March 2022
Cost
63,662
9,190
3,815
19
76,686
Accumulated amortisation
(17,763)
(916)
(381)
(1)
(19,061)
Net book value
45,899
8,274
3,434
18
57,625
Software
$’000
Customer
Relationships
$’000
Brand
$’000
Trademarks
$’000
Total
$’000
Year ended 31 March 2021
Opening book value
4,099
-
-
-
4,099
Additions (1)
3,148
-
-
-
3,148
Disposal
-
-
-
-
Amortisation
(1,965)
-
-
-
(1,965)
Foreign exchange difference
-
-
-
-
Closing net book value
5,282
-
-
-
5,282
As at 31 March 2021
Cost
16,904
-
-
-
16,904
Accumulated amortisation
(11,622)
-
-
-
(11,622)
Net book value
5,282
-
-
-
5,282
(1)
Included in software additions is $269 thousand of external costs capitalised (2021: $344 thousand).
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
28
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
17. Goodwill
2022
$’000
2021
$’000
Opening book value
-
-
Acquisitions
73,724
-
Impairment
-
-
Foreign exchange difference
2,237
-
Closing net book value
75,961
-
As at 31 March
Cost
75,961
-
Accumulated impairment
-
-
Closing net book value
75,961
-
Goodwill represents the excess of purchase consideration over the fair value of the net assets acquired in a business combination
and is allocated to cash-generating units (CGUs), which are the lowest level of assets that generate cash inflows and that are largely
independent of the cash inflows of other assets.
The Goodwill balance relates to the acquisition of TASK (refer to Note 28 for additional information) during the year ended 31 March
2022. Management has determined that TASK is comprised of a single CGU, and therefore the Goodwill balance is allocated to the
single TASK CGU.
Goodwill is not amortised and is tested for impairment at least annually irrespective of whether there is any indication of
impairment. After initial recognition, Goodwill is measured at cost less any accumulated impairment losses. An impairment loss is
recorded if the recoverable amount of an asset is less than its carrying amount. A CGU’s recoverable amount is determined by
assessing its Value in Use.
In assessing Value in Use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the CGU. The discount rate is determined
using the Capital Asset Pricing Model (CAPM) methodology of determining the weighted average cost of capital (WACC), using
market specific inputs. A pre-tax WACC of 10.0% was used, equivalent to a post-tax WACC of 7.5%, for the impairment test as at 31
March 2022. The model is moderately sensitive to changes in the WACC rate. An increase in the WACC of 2.5% would give rise to an
impairment.
Future cash flows are forecast based on a five year business model for the CGU. The forecast financial information is based on both
past experience and future expectations of the CGU’s performance and required judgements to be made as to revenue growth,
operating cost projections and the market environment. Actual results may be substantially different. The terminal value included in
the model has been determined based on a weighted average multiple of 4.0x across the different revenue streams. The model is
sensitive to changes in the terminal multiples used.
As at 31 March 2022, Management has determined that the Value in Use for the TASK CGU exceeds the carrying amount, including
goodwill, and there is no impairment.
18. Trade and other payables
2022
$’000
2021
$’000
Accounts payable
2,536
936
Accruals
3,314
2,558
Other payables
489
553
6,339
4,047
Normal credit terms are 20th of the following month.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
29
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
19. Deferred revenue
2022
$’000
2021
$’000
Deferred revenue – current
Deferred license revenue
6,407
4,966
Deferred consulting revenue
1,495
90
Deferred hardware revenue
1,397
-
9,299
5,056
Deferred revenue – non-current
Deferred license revenue
3
-
Deferred consulting revenue
525
-
528
-
20. Lease liabilities
2022
$’000
2021
$’000
The maturity of lease liabilities is as follows:
Less than one year
1,294
392
One to two years
1,458
413
Two to three years
1,215
437
Three to four years
998
464
Four to five years
846
202
More than five years
3,585
-
9,396
1,908
The total interest expense on lease liabilities for the year ended 31 March 2022 amounted to $301,402 (2021: $127,237).
As at 31 March 2022, the undiscounted lease liability is $11.3 million (2021: $2.2 million).
The Group has commitments to additional leases that have not yet commenced. The estimated lease liability on these committed
leases is $1.6 million.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
30
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
21. Share capital and share based payment reserve
All shares are ordinary shares, they 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-rata share of net assets on a wind up.
(a) Share capital
Shares
$’000
Balance as at 31 March 2020
139,938,658
36,816
Issue of ordinary share - Employee share option scheme
2,788,032
896
Issue of ordinary share - Placement on ASX (1)
26,548,673
29,671
Issue of ordinary share - Share purchase plan (2)
4,166,666
5,000
Balance as at 31 March 2021
173,442,029
72,383
Issue of ordinary share - Employee share option scheme
2,998,499
776
Issue of ordinary share - Private Placement (3)
39,999,993
19,621
Issue of ordinary share - TASK acquisition (4)
134,433,962
83,349
Issue of ordinary share - TASK acquisition costs (5)
2,707,896
1,622
Balance as at 31 March 2022
353,582,379
177,751
(1)
On 25 November 2020 a foreign exempt listing of Plexure on ASX commenced. Together with the listing a private placement
of $31.6 million ($29.7 million net of capital raising costs) or 26,548,673 new shares was made.
(2)
On 27 November 2020 Plexure issued new shares via a share purchase plan. Total of 4,166,666 was issued at a price of
$NZ1.20 for total consideration of $5 million.
(3)
On 29 September 2021 a private placement of $20.9 million ($19.6 million net of capital raising costs) or 39,999,993 new
shares were made.
(4)
On 1 October 2021 $83.3 million worth of shares were issued as part of the consideration for the acquisition of TASK. Refer to
Note 28 for further information on the TASK acquisition.
(5)
On 1 October 2021 $1.6 million worth of shares were issued to Latimer Partners in relation to the acquisition of TASK. These
shares were payment for services rendered during the acquisition process, however they do not form part of the total
consideration paid for TASK. The fair value of the shares was determined based on the fair value of the equity instruments on
acquisition date.
(b) Foreign currency translation reserve
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.
2022
$’000
2021
$’000
Balance at the beginning of year
88
244
Exchange differences arising on translating the foreign operations
3,607
(156)
Balance at the end of year
3,695
88
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
31
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(c) Share-based payment reserve
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 Consolidated Statement of Comprehensive Income. As at balance date executives and
employees have options over 28,302,828 shares (2021: 5,382,114).
Shares
$’000
Balance at the beginning of year
572
624
Share-based payment
3,061
294
Writeback of share-based payment expired but not vested
(563)
(77)
Options not exercised written to retained earnings
(138)
(2)
Options exercised
(259)
(267)
Balance at the end of year
2,673
572
(d) Share-based payments
Options are granted to senior managers and staff to purchase shares in the company if specific criteria are fulfilled. As at 31 March
2022, the Group operates three separate share-based payment plans:
Employee Share Option Scheme (ESOS)
Share options issued under the ESOS arrangement allow senior managers and staff to purchase shares at a fixed amount after a set
vesting period. ESOS 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 ESOS options is five calendar years from the date of issue. All ESOS options are to be delivered by
physical delivery of shares upon payment of the exercise price.
Restricted Share Units (RSU)
Share options issued under the RSU arrangement allocates shares to selected senior managers and staff after both performance
and employment criteria have been met. RSU options vest in three equal tranches if the associated performance metrics have been
achieved, one third on each of the first, second and third anniversaries of the grant. The contractual life of all RSU options is five
calendar years from the date of issue. All RSU options are to be delivered by physical delivery of shares.
Long Term Incentive (LTI)
As part of the TASK acquisition, 20,090,846 ordinary shares were allocated to TASK staff and contractors. Under the LTI the TASK
employees are allocated shares after a fixed vesting period. LTI options vest as one tranche on the third anniversary of the grant.
The contractual life of all LTI options is five calendar years from the date of issue. All LTI options are to be delivered by physical
delivery of shares.
Grant date
Share Plan
Personnel entitled
Number of instruments
as at 31 March 2022
10 January 2018
ESOS
Senior management and staff
6,668
28 May 2019
ESOS
Staff
6,667
3 June 2021
ESOS
Senior management
41,051
1 October 2021
LTI
Staff
19,986,024
21 December 2021
ESOS
Senior management and staff
4,442,719
21 December 2021
RSU
Senior management and staff
3,819,699
Total Share-based awards
28,302,828
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
32
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
(d) Share-based payments (continued)
The number and average exercise price (in cents per share) of the share options are as follows:
2022
2021
Weighted average
exercise price
Number of
options
Weighted average
exercise price
Number of
options
Outstanding at 1 April
5,382,114
7,900,687
Exercised during the year
0.17
(2,998,499)
0.23
(2,788,032)
Granted during the year
0.07
30,304,922
0.61
1,341,138
Forfeited during the year
0.50
(3,915,615)
0.41
(1,071,679)
Lapsed during the year
0.63
(470,094)
-
Outstanding at 31 March
28,302,828
5,382,114
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 & Share-based payment plan
21-Dec-21 RSU
21-Dec-21 ESOS
1-Oct-21 LTI
Estimated fair value per option at grant date
47.5 cents
24.7 cents
61.0 cents
Exercise price per share
-
30.6 cents
-
Expected volatility
60%
60%
65%
Option life from date of grant
5 years
5 years
5 years
Risk free interest rate
1.90%
1.90%
2.10%
Issue date & Share-based payment plan
3-Jun-21 LTI
28-May-19 ESOS
10-Jan-18 ESOS
Estimated fair value per option at grant date
34.1 cents
29.5 cents
9.5 cents
Exercise price per share
71.4 cents
62.2 cents
19.3 cents
Expected volatility
50%
50%
50%
Option life from date of grant
5 years
5 years
5 years
Risk free interest rate
0.76%
1.70%
4.00%
Expected volatility was estimated by reference to the Plexure’s historical volatility over a period equal to the vesting term of each
share plan.
22. Loss Per Share
The loss of $24.1 million (2021: loss of $7.9 million) for the year represented by loss per share shown below based on weighted
average ordinary shares on issue during the year.
2022
2021
Weighted average ordinary shares issued
262,990,125
151,523,779
Weighted average potential shares
13,583,878
7,663,116
Weighted average number of shares for diluted loss per share
276,574,004
159,186,895
Basic loss per share (cents)
(9.15)
(5.23)
Diluted loss per share (cents)
(9.15)
(5.23)
23. Accumulated losses
2022
$’000
2021
$’000
Balance at the beginning of year
(30,618)
(22,690)
Share based payments on expired options
138
2
Net loss for the year
(24,051)
(7,930)
Balance at the end of year
(54,531)
(30,618)
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
33
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
24. Related Party Transactions
Directors
At reporting date, the Directors of the Company controlled 1% (2021: 2%) of the voting shares in the Company.
2022
2021
Phil Norman
Director and Committee fees ($)
95,000
95,000
Consulting fees ($)
60,000
30,000
Payables ($)
9,104
9,129
Shareholding (#)
3,194,405
3,194,405
Shares (%)
0.90
1.84
Sales to related party ($)
151,828
174,039
Purchases from related party ($)
640
629,935
Robert Bell
Director and Committee fees ($)
60,000
60,000
Consulting fees ($)
15,000
10,000
Payables ($)
5,000
5,000
Shareholding (#)
-
-
Shares (%)
-
-
Bill Crichton
Director and Committee fees ($)
25,000
-
Appointed 1 October 2021
Payables ($)
4,167
-
Shareholding (#)
200,000
-
Shares (%)
0.06
-
Daniel Houden
Salary and bonus (CEO) ($)
275,000
-
Appointed 1 October 2021
Director fees ($)
-
-
Remunerated as Chief Executive
Shareholding (#)
-
-
Shares (%)
-
-
Sharon Hunter
Director and Committee fees ($)
50,000
50,000
Payables ($)
4,792
4,792
Shareholding (#)
100,000
-
Shares (%)
0.03
-
Jack Matthews
Director and Committee fees ($)
50,000
50,000
Payables ($)
4,167
4,167
Shareholding (#)
100,000
-
Shares (%)
0.03
-
Brian Russell
Director and Committee fees ($)
50,000
50,000
Payables ($)
4,792
5,373
Shareholding (#)
100
-
Shares (%)
-
-
Craig Herbison
Salary and bonus (CEO) ($)
1,079,784
647,216
Resigned 4 August 2021
Director fees ($)
-
-
Remunerated as Chief Executive
Shareholding (#)
1,310,333
-
Shares (%)
0.37
-
Other Related Parties
2022
2021
Kym and Jennifer Houden
Shareholding (#)
124,223,130
-
Shares (%)
35.24
-
Purchases from related party ($) (1)
151,985
-
Payables ($)
31,041
-
(1)
Purchases relate to rental payments for commercial office space.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
34
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
24. 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 directors, Chief Executive and his direct reports.
In addition to their fees and salaries, the Group also provides non-cash benefits to executive officers in the form of share options
(refer Note 21(d)). The following table summarises remuneration paid to key management personnel and directors:
2022
$’000
2021
$’000
Directors’ fees (1)
330
305
Directors’ consulting fee
75
40
Senior Managers’ salary and bonus
3,045
2,351
Share based payments
187
230
3,637
2,926
(1)
Directors’ fees differ to the amount in the Consolidated Statement of Comprehensive Income as that figure includes Directors’
and Officers’ insurance.
25. Segmental reporting
The Chief Executive and members of the executive management team are the Group’s chief operating decision makers. After the
acquisition of TASK (refer to Note 28), management have determined that the Group has two operating segments (2021: one
operating segment) relating to the two distinct product offerings.
The two business segments are:
−
Customer Relationship Management (CRM); This is the cloud-based customer management and analytics solution that is
offered via the Plexure brand. The solution enables retailers to engage with consumers in real time using connected devices.
−
Point of Sale (POS); This is the cloud based, single source POS solution that is offered via the TASK brand.
The only data that is currently reviewed by management at the segment level is the revenue. Assets, costs and funding are
currently analysed at the group level for decision making.
Year ended 31 March 2022 (1)
CRM
$’000
POS (2)
$’000
Total
$’000
License revenue
20,355
3,620
23,975
Consulting revenue
5,800
1,501
7,301
Hardware sales
-
1,280
1,280
26,155
6,401
32,556
(1)
No comparative information has been presented as the group consisted of only one segment (CRM) in the prior year, which is
represented by the Consolidated Statement of Comprehensive Income.
(2)
The POS segment is associated with the acquisition of TASK which occurred on 1 October 2021. The above revenue figures
represent revenue from acquisition date to 31 March 2022.
One customer contributes over 10% of total revenues.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
35
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
26. Reconciliation of Operating Cash Flows
Reconciliation from the net loss after tax to the net cash from operating activities.
2022
$’000
2021
$’000
Net loss after tax
(24,051)
(7,930)
Adjustments for non-cash items
Amortisation
7,761
1,965
Depreciation
1,442
627
Impairment
67
-
Recognition of share-based payments
2,498
217
Loss on disposal
729
4
Net foreign exchange loss
183
-
13,289
2,813
Movements in working capital
(Increase)/decrease in trade receivables and other assets
(1,858)
1,462
Increase/(decrease) in trade and other payables
(5,905)
1,248
Increase/(decrease) in deferred revenue
1,597
(886)
(6,166)
1,824
Interest paid
303
127
Net cash outflow from operating activities
(16,625)
(3,166)
27. Financial Risk Management
The Group is subject to a number of financial risks including liquidity, credit, 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 issued capital, equity reserves and accumulated losses as disclosed in Notes 21
and 23.
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 Group’s overall strategy remains unchanged from prior years.
(b) Interest Rate Risk
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.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
36
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
27. Financial Risk Management (continued)
(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 2022, the Group’s transactions were in New Zealand dollars, Australian dollars, United States dollars, Japanese yen, Polish
zloty, Euro, and Pound Sterling. 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.
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.
2022
2021
Carrying
amount
$’000
+/- 10%
effect
on profit
before tax
$’000
+/- 10%
effect
on equity
$’000
Carrying
amount
$’000
+/- 10%
effect
on profit
before tax
$’000
+/- 10%
effect
on equity
$’000
Financial assets
Cash and cash equivalents
USD
6,230
623
623
386
39
39
AUD
1,572
157
157
2,057
206
206
JPY
1,507
151
151
983
98
98
PLN
67
7
7
-
-
-
GBP
39
4
4
41
4
4
Trade receivables
USD
5,181
518
518
2,963
296
296
AUD
2,087
209
209
-
-
-
JPY
-
-
-
88
9
9
Financial liabilities
Trade payables
USD
428
42
42
333
33
33
AUD
803
80
80
94
9
9
PLN
157
16
16
-
-
-
EUR
-
-
-
11
1
1
JPY
175
18
18
8
1
1
GBP
1
-
-
-
-
-
(d) Credit Risk
Credit risk refers to the risk that a counterparty 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:
2022
$’000
2021
$’000
Cash, cash equivalents and term deposits
13,849
42,353
Accounts receivable
7,335
3,051
At 31 March 2022, the credit risk associated with 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.
Plexure Group Annual Report 2022 Notes to the Consolidated Financial Statements
37
Notes to the Consolidated Financial Statements
For the year ended 31 March 2022
27. 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.
28. Business Combinations
On 1 October 2021 Plexure acquired 100% of the ordinary shares in the restaurant point-of-sale provider TASK, for a consideration
of $35.1 million cash, and $83.3 million in ordinary shares of Plexure Group Limited. An additional $12.5 million may be issued to the
employees of TASK as part of a Long-Term Incentive scheme if certain conditions are met (refer to Note 21(d) for additional
information). Acquisition costs recognised within Operating expenses amounted to $1.3 million.
Goodwill of $73.7 million has been recognised because TASK’s expertise and technology will enable future growth through
customer diversification and additional opportunities created by combining software solutions.
TASK contributed $6.4 million in operating revenue and $5.7 million in net loss for the year ended 31 March 2022. If the acquisition
had of occurred on 1 April 2021, management estimates that there would have been an additional $19.5 million in operating
revenue. Management believe it is impracticable to estimate the impact on profit had the acquisition occurred on 1 April 2021 due
to levels of uncertainty surrounding shared services costs and alternative business decisions that would have occurred.
The following values are recognised in the financial statements in respect of the TASK acquisition:
1 October 2021
$’000
Assets acquired and liabilities assumed
Cash and cash equivalents
5,485
Trade receivables
2,494
Property, plant, and equipment
1,493
Software
43,841
Customer relationships
8,920
Brand
3,704
Goodwill
73,724
Other assets
1,282
Trade payables
(4,701)
Deferred revenue
(3,096)
Deferred tax liability
(11,376)
Other liabilities
(3,360)
Net assets acquired
118,410
Consideration transferred
Cash
35,061
Shares issued
83,349
Total Consideration
118,410
The acquired software, customer relationships and brand have been determined to have useful lives of five years.
29. Events after reporting period
No material events occurred after the reporting period.
Plexure Group Annual Report 2022 NZX Governance Report
38
NZX Governance Report
For the year ended 31 March 2022
Corporate Governance Statement
The Board of directors (Board) and management of Plexure
Group Limited (Plexure or the Company) are committed to
upholding a high standard of corporate governance and ethical
conduct.
Plexure trades on the NZX Main Board. The Company
commenced quotation on the Australian Securities Exchange
(“ASX”) in a foreign exempt listing on 25 November 2020.
Pursuant to ASX Listing Rule 1.15.3, the Company confirms that
it continues to comply with the NZX Listing Rules.
Plexure’s Board are responsible for the Board and Committee
charters and Corporate Governance Policies, which are
available on Plexure’s website at www.plexure.com/
investors/#policies. The Board will ensure all charters and
policies have been reviewed in the coming financial year.
The Board considers that, as at 31 March 2022, the Company
complied with the recommendations set by the NZX Corporate
Governance Code 2020.
Principle 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.”
Recommendation 1.1 Code of Ethical Behaviour
“The Board should document minimum standards of ethical
behaviour to which the issuer’s directors and employees are
expected to adhere.”
The Plexure Code of Ethics (the “Code”) is fundamental to the
way that the Company does business. The purpose of the Code
is to ensure high standards of ethical conduct are followed by
setting out 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 their actions and decisions
against the backdrop of the principles and spirit of the Code
and always aim to act consistently with that.
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 financial integrity and to ensuring
ongoing compliance with all regulatory market requirements.
Plexure’s Securities Trading Policy is a critical part of this
commitment and of ensuring Plexure personnel are aware of
their obligations and legal requirements for trading in Plexure
securities. The Plexure Securities Trading Policy was reviewed,
updated and approved by the Board in March 2022.
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 Board Charter sets out how the Plexure Board exercises and
discharges its powers and responsibilities, including through
committees established by the Board. The Board Charter
defines and prescribes the relationship between the Board, the
Chief Executive Officer (CEO), and Senior Managers.
The Board’s objective is to protect and enhance shareholder
value. The Board has statutory responsibility for the affairs and
activities of the Company, which in practice is achieved through
delegation to the CEO of the day-to-day leadership and
management of the Company.
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.”
Responsibility for Plexure’s procedures for nominating and
appointing directors sits with the Remuneration Committee.
One third of the Directors stand for re-election at each Annual
Shareholder Meeting (ASM) and directors appointed by way of
casual vacancy must be elected by shareholders at the first
ASM following their appointment. From time-to-time the
Company 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 into a written agreement establishing
the terms of their appointment, including the Company’s
expectations for the role of director.
Plexure Group Annual Report 2022 NZX Governance Report
39
NZX Governance Report
For the year ended 31 March 2022
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 and director attendance at Board meetings”
Profiles of each director’s experience can be found on the website.
Phil Norman Chair
Independent
23 August 2012 (9 years, 7 months)
Sharon Hunter
Independent
27 November 2015 (6 years, 4 months)
Brian Russell
Independent
27 October 2017 (4 years, 5 months)
Robert Bell
Independent
8 April 2019 (3 years)
Jack Matthews
Independent
1 July 2019 (2 years, 9 months)
Bill Crichton
Independent
1 October 2021 (6 months)
Daniel Houden
Executive Director and CEO
1 October 2021 (6 months)
Craig Herbison
Executive Director and ex-CEO
Resigned 4 August 2021 – 1 June 2018 (3 years, 2 months)
Directors disclosed the following relevant interests in shares as at 31 March 2022.
Director
Beneficially
Associated Persons
Phil Norman
3,194,405
1,409,362
Bill Crichton
200,000
-
Sharon Hunter
100,000
-
Jack Matthews
100,000
-
Brian Russell
100
-
Board and Committee attendance
Board and Committee meetings are held in person and/or by videoconference. The table below sets out Director attendance at
these meetings during the year ending 31 March 2022.
Director attendance
Board
Audit &
Risk Committee
Remuneration
Committee
Phil Norman1
12/13 *
3/3
1/1
Robert Bell
13/13 *
3/3
1/1 **
Bill Crichton2
6/6
-
-
Daniel Houden2
6/6
-
-
Sharon Hunter
13/13
3/3
1/1
Jack Matthews 4
13/13
2/3 **
1/1
Brian Russell 4
13/13
2/3 **
1/1
Craig Herbison3
3/4
-
1/1 **
*
The Board appointed a sub-committee of two directors to authorise the Interim Report and market release after considering additional analysis requested by the Board.
**
Non-member attending a committee meeting.
1
Phil Norman did not attend one Board meeting due to personal circumstances.
2
Bill Crichton and Daniel Houden were appointed to the Board on 1 October 2021. Bill Crichton is an independent director and Daniel Houden is an executive director and the
Chief Executive Officer.
3
Craig Herbison resigned as a Director and Chief Executive Officer on 4 August 2021.
4
The RemCo meeting was adjourned and recommenced on a later date. Jack Matthews attended the first part of the meeting and provided written comments prior ahead of
recommenced meeting, which he was unable to attend. Brian Russell was unable to attend the first part of the meeting but attended the recommenced meeting.
Plexure Group Annual Report 2022 NZX Governance Report
40
NZX Governance Report
For the year ended 31 March 2022
Recommendation 2.5 Diversity Policy
“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.”
The Board believe that diversity goes beyond gender and ethnicity and that diversity is the key to succeeding in a fast-changing
world. 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. The effectiveness of the Diversity Policy is reviewed and monitored by the Remuneration Committee annually.
As at 31 March 2022, the gender balance of the Company’s directors, Senior Managers and other employees and contractors were
as follows:
2022
2021
Female
Male
Total
Female
Male
Total
Directors
1
6
7
1
5
6
Senior Managers
1
3
4
-
4
4
Employees & contractors
42
117
159
41
104
145
Total (including directors)
44
126
170
42
113
155
Percentage
26%
74%
100%
27%
73%
100%
The gender balance remains an area of focus within the company.
As at 31 March 2022, the ethnic balance of the Company’s directors, Senior Managers and other employees and contractors were
as follows:
2022
2021
Ethnicity
Directors
and Senior
Managers
Employees
and
contractors
Total
Directors
and Senior
Managers
Employees
and
contractors
Total
African
1
4
5
-
-
American
-
11
11
-
9
9
Asian
-
63
63
-
80
80
Australian European
3
18
21
-
-
-
European
1
40
41
-
19
19
Middle Eastern
-
4
4
-
2
2
NZ European
6
19
25
10
35
45
Total
11
159
170
10
145
155
Plexure Group Annual Report 2022 NZX Governance Report
41
NZX Governance Report
For the year ended 31 March 2022
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 Directors;
however, during the year ended 31 March 2022 Plexure did not
organise any group training for Directors due to COVID.
Directors of their own accord attended various training courses
and seminars to remain abreast of current governance issues.
Recommendation 2.7 Performance
“The Board should have a procedure to regularly assess director,
Board and committee performance.”
The Company’s Board Charter requires the Board to reviews its
performance collectively 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 September 2022.
Recommendation 2.8 Independent Directors
“A majority of the Board should be independent directors.”
Plexure’s Board consists of six Independent Directors and one
Executive Director.
Recommendation 2.9 Chair and CEO
“An issuer should have an independent chair of the Board. If the
chair is not independent, the chair and the CEO should be
different people.”
Plexure’s Board supports the concept of separation of the role
of Chair from that of the CEO and this is spelled out in the
Company’s Board Charter. The Chair, who is independent, is Phil
Norman and the CEO is Daniel Houden, who is also an Executive
Director.
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 Management Risk Committee (ARC) is made
up of three independent directors, being:
—
Robert Bell, who is the Chair
—
Sharon Hunter; and
—
Phil Norman.
The ARC Charter sets out the role of the committee and its
purpose is to provide a specific governance focus on enterprise
risks and the financial management, accounting, audit and
reporting of Plexure and its subsidiaries.
Recommendation 3.2 Employees attend audit committee
“Employees should only attend audit committee meetings at the
invitation of the audit committee.”
The Company’s ARC meetings are only attended by employees
at the invitation of the ARC Chair. A standing invitation in the
Charter allows any Directors, the Chief Executive Officer, the
Chief Financial Officer, and external Auditors to attend ARC
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 (RemCo) is made up of four
independent directors, being:
−
Phil Norman, who is the Chair;
−
Sharon Hunter;
−
Jack Matthews; and
−
Brian Russell
The Remuneration Committee Charter sets out the objectives
and responsibilities of the RemCo, which include identifying
suitable and capable individuals to be appointed as Directors,
reviewing the effectiveness of and performance against the
Diversity Policy, approving Senior Management performance
and remuneration, recommending for approval by the Board the
Chief Executive Officer remuneration and overseeing
remuneration policy, in particular the total remuneration
packages of Senior Management.
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 and
these responsibilities are carried out by the Remuneration
Committee instead.
Plexure Group Annual Report 2022 NZX Governance Report
42
NZX Governance Report
For the year ended 31 March 2022
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.
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.
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’s Market Disclosure Policy sets out the Company’s
commitment to providing timely, consistent, accurate and
reliable information to promote investor confidence and ensure
it complies with legal and regulatory requirements. The Chief
Financial Officer (CFO) is appointed as the Company’s
Disclosure Officer and the Board and CFO together constitute
the Disclosure Committee. The CEO and Senior Management
are required to provide all material information to the Disclosure
Officer. If the Disclosure Officer believes information may
require disclosure this is provided to the Disclosure Committee
for a decision.
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 Board is responsible for the Board and Committee
charters and Corporate Governance Policies, which are
available on Plexure’s website at www.plexure.com/
investors/#policies.
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 environmental, economic, and social
sustainability factors and practices. It should explain how
operational or non-financial targets are measured. Non-financial
reporting should be informative, include forward looking
assessment, and align with key strategies and metrics monitored
by the Board.”
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 CEO and Senior Management, and external
auditors.
Financial reporting
Senior Management 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 Limited (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.
Plexure Group Annual Report 2022 NZX Governance Report
43
NZX Governance Report
For the year ended 31 March 2022
Principle 5: Remuneration
“The remuneration of directors and Senior Managers 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.”
The total director remuneration pool was approved by shareholders at the Annual Shareholder Meeting in September 2020.
Directors’ Remuneration received in FY22
Director
Director’s
Fee
Salary, Bonus and
Consultancy Fees
Phil Norman
95,000
60,000
Robert Bell
60,000
15,000
Bill Crichton1
25,000
-
Daniel Houden1
-
275,000
Sharon Hunter
50,000
-
Jack Matthews
50,000
-
Brian Russell
50,000
-
Craig Herbison2
-
1,079,784
1
Bill Crichton and Daniel Houden were appointed to the Board on 1 October 2021. Bill Crichton is an independent director and Daniel Houden is an executive director and the
Chief Executive Officer.
2
Craig Herbison resigned as a Director and Chief Executive Officer on 4 August 2021.
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.”
Remuneration of directors
Directors are not 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. The Board may determine that additional fees and allowances be paid to Directors to reflect additional services
provided to the Company.
Remuneration of Plexure employees including Senior Management
Plexure is committed to ensuring that remuneration packages of Senior Managers are 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. Plexure’s Remuneration Committee (RemCo) is responsible for assisting the Board in establishing clear
remuneration policy and practices to attract, retain and reward Directors and Senior Management. The Board’s aim is to reward
Senior Management fairly and responsibly, having regard to Company performance, the Senior Managers’ performance and
applicable remuneration market benchmarks.
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
Senior Managers, 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.
Plexure Group Annual Report 2022 NZX Governance Report
44
NZX Governance Report
For the year ended 31 March 2022
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).
Short-Term Incentive (STI)
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 Senior Manager’s base salary. The
percentages range from 25% to 40%.
Long Term Incentives (LTI) – Options, Deferred Share Rights
and Restricted Share Units
In August 2012, the Company established an Employee Share
Option Scheme (ESOS) that entitles employees to purchase
shares in Plexure. 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 Senior Managers
and employees with the enhancement of shareholder value
over a multi-year period. The options vest in equal tranches over
three years and must be exercised within five years from the
grant date. The number of options granted is determined by the
Board. In December 2021, the Company extended the ESOS to a
wider group of employees.
In October 2021, as part of the acquisition of TASK Software
(TASK), the Company established a Long-Term Incentive
Scheme (LTI Scheme) to award the employees and contractors
of TASK with Deferred Share Rights that entitle the recipient to
be issued with a share in Plexure after three years of continuing
service.
In December 2021, the Company established a Restricted Share
Unit Scheme (RSUs Scheme) that entitles selected employees
to receive shares in Plexure if specified performance targets
and employment conditions are met. The RSUs vest in equal
tranches over three years and the performance against each
target is measured in September 2022.
Evaluating performance
Plexure’s Senior Management evaluate staff performance
throughout the year, but formally document the appraisal twice
a year. The Board is responsible for monitoring the performance
of the CEO and Senior Management against established and
agreed objectives.
All of Plexure’s permanent employees, including Senior
Management, have undertaken performance reviews in 2022.
Plexure’s employee remuneration tables
The data in this section relates to Plexure permanent employees
only. Plexure’s business model necessitates highly skilled
personnel being employed in the Technology sector, which
results in a high proportion of employees earning above
$100,000.
During the period employees, including Executive Directors,
within the Company received remuneration, termination
payments and benefits which exceeded $100,000 as follows:
2022
2021
$100–$110,000
15
16
$110–$120,000
14
15
$120–$130,000
19
5
$130–$140,000
9
10
$140–$150,000
11
5
$150–$160,000
9
4
$160–$170,000
6
6
$170–$180,000
8
5
$190–$200,000
6
1
$200–$210,000
5
2
$220–$230,000
1
-
$230–$240,000
1
1
$240–$250,000
-
2
$250–$260,000
1
-
$280–$290,000
1
-
$290–$300,000
2
-
$300–$310,000
2
-
$310–$320,000
1
-
$320–$330,000
1
-
$330–$340,000
1
-
$340–$350,000
-
1
$410–$420,000
-
1
$470–$480,000
-
1
$640–$650,000
-
1
114
76
Plexure Group Annual Report 2022 NZX Governance Report
45
NZX Governance Report
For the year ended 31 March 2022
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.”
On 1 October 2021, Daniel Houden was appointed as CEO and
Executive Director of Plexure. His base salary is $550,000 per
annum and he is entitled to a Short-Term Incentive (STI)
payment with an on-target value of 50 percent of his base
salary. The CEO is not entitled to any Long-Term Incentive (LTI)
payments.
The previous CEO resigned on 4 August 2021 and received base
salary of $189,894 in the four months up to his resignation. In
addition to the base salary, STI payments in relation to the
current and previous financial years of $288,125, unutilised
annual leave of $82,596 and a termination payment of $515,003
were made. The CEO was awarded 316,455 share options at a
strike price of 79 cents per share under the Company’s ESOS.
The CEO forfeited 1,643,025 shares options upon resignation.
Principle 6: Risk management
“Directors should have a sound understanding of the material
risks faced by the issuer and how to manage them. The Board
should regularly verify that the issuer has appropriate processes
that identify and manage potential and material risks.”
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. An issuer should report the material risks facing
the business and how these are being managed”.
Plexure has a Risk Management Framework that sets out the risk
management policies and related internal compliance systems
that are designed to:
—
Optimise the return to, and protect the interests of,
stakeholders;
—
Safeguard Plexure’s assets and maintain its reputation;
—
Improve Plexure’s operating performance; and
—
Fulfil Plexure’s strategic objectives.
The risk management approach focuses on management of the
following material business risks:
—
Operating risks;
—
Financial risks;
—
Organisational risks; and
—
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
and monitoring, whereas reviews are conducted by the Board.
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
representative who receives appropriate training on an ongoing
basis. Plexure maintains a risk register and the Board receives a
monthly health and safety report at Board meetings.
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.”
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 nine 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 ensure they meet international accounting
standards.
Plexure Group Annual Report 2022 NZX Governance Report
46
NZX Governance Report
For the year ended 31 March 2022
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 2022 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. In addition, Plexure
provides and advocates for the option for investors to receive
communications electronically, to and from both Plexure and its
share register.
Shareholders can directly access the Company’s CEO and CFO
who respond directly to shareholder phone calls and emails.
Recommendation 8.3 Shareholder right to vote
“Quoted equity security holders should have the right to vote on
major decisions which may change the nature of the issuer in
which they are invested.”
Major decisions that may change the nature of Plexure’s
business are presented as resolutions at the ASM and voted on
by shareholders. In the year ending 31 March 2021, shareholders
voted in favour of the acquisition of TASK at a Special
Shareholder Meeting on 24th September 2021 and the issue of
ordinary shares as part-consideration for the acquisition.
Recommendation 8.4 Additional equity capital
“If seeking additional equity capital, issuers of quoted equity
securities should offer further equity securities to existing equity
security holders of the same class on a pro rata basis, and on no
less favorable terms, before further equity securities are offered
to other investors.”
Plexure’s shareholders receive offers to purchase of additional
securities on the pro rata basis, in the event of additional capital
issue.
Recommendation 8.5 Notice of Annual Meeting
“The Board should ensure that the notices of annual or special
meetings of quoted equity security holders is posted on the
issuer’s website as soon as possible and at least 20 days prior to
the meeting.”
Each year, the annual shareholders notice of meeting is posted
on Plexure’s website and is sent to shareholders by mail and
email at least 20 days before the meeting. This year the
Company held a Special Shareholder Meeting and shareholders
received notice of the meeting 12 days before the meeting.
Plexure Group Annual Report 2022 Additional NZX Disclosure
47
Additional NZX Disclosure
For the year ended 31 March 2022
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 2022 that they were substantial product holders in the Company:
Name
No. of Shares
% of Issued
Shares
Jennifer & Kym Houden & TASK Retail Investments
131,568,677
36.27
Atlas Bear LLC
20,383,629
5.76
Scobie Dickinson Ward
18,894,627
5.36
2. Spread of Security Holders at 31 March 2022
Shareholders
Shares
Number
%
Number
%
1 – 499
156
4.19
32,005
0.01
500 – 999
219
5.88
153,005
0.04
1,000 – 1,999
445
11.95
580,050
0.16
2,000 – 4,999
752
20.19
2,373,307
0.67
5,000 –9,999
642
17.24
4,424,089
1.25
10,000 – 49,999
1,052
28.25
22,077,922
6.24
50,000 – 99,999
223
5.99
14,753,743
4.17
100,000 – 499,999
191
5.13
33,897,136
9.59
500,000 – 999,999
11
0.30
7,479,664
2.12
1,000,000 and above
33
0.89
269,811,458
75.75
Rounding TOTAL
3,724
100.00
353,582,379
100.00
Plexure Group Annual Report 2022 Additional NZX Disclosure
48
Additional NZX Disclosure
For the year ended 31 March 2022
3. Twenty Largest Equity Security Holders
The names of the 20 largest holders of ordinary issued shares as at 31 March 2022 are listed below:
Top 20 Shareholders
No. of Issued
Ordinary Shares
% Issued
Jennifer Anne Houden
62,111,565
17.57
Kym Houden
62,111,565
17.57
Atlas Beer LLC
20,383,629
5.76
Forsyth Barr Custodians Limited (ACCOUNT 1 NRL)
20,085,067
5.68
Allectus Capital Limited
13,410,094
3.79
JP Morgan Nominees Australia Limited
9,576,870
2.71
HSBC Nominees (New Zealand) Limited - NZCSD
8,352,926
2.36
New Zealand Depository Nominee Limited
8,082,091
2.29
Public Trust Class 10 Nominees Limited - NZCSD
6,964,860
1.97
Forsyth Barr Custodians Limited
5,507,460
1.56
Accident Compensation Corporation - NZCSD
5,303,750
1.50
Collins Asset Management Limited
3,838,692
1.09
TASK Retail Investment Pty Limited
3,672,772
1.04
David Wright
3,269,030
0.92
Jo-Anne Jane Wright
3,269,030
0.92
Philip John Norman
3,194,405
0.90
Allectus Capital Limited
3,074,910
0.87
Custodial Services Limited
3,029,314
0.86
Latimer Partners Pty Limited
2,707,896
0.77
Hobson Wealth Custodian Limited
2,542,621
0.72
250,488,547
70.84
4. Interests Register
There were no transactions between Plexure and the Directors during the year other than their remuneration for Director services,
additional fees for consulting services performed by two Directors and remuneration for the CEO from 1 October 2021 and ex-CEO
up to 4 August 2021.
Plexure Group Annual Report 2022 Additional NZX Disclosure
49
Additional NZX Disclosure
For the year ended 31 March 2022
5. Directors’ Remuneration
Directors’ remuneration is as follows:
2022
$
2021
$
Phil Norman
Chairman fee
95,000
95,000
Consulting fee
60,000
30,000
Robert Bell
Director fee
60,000
60,000
Consulting fee
15,000
10,000
Sharon Hunter
Director fee
50,000
50,000
Brian Russell
Director fee
50,000
50,000
Jack Matthews
Director fee
50,000
50,000
Bill Crichton
Director fee
25,000
-
Daniel Houden
Salary and Benefits
275,000
-
Director fee
-
-
Craig Herbison
Salary and Benefits
1,079,784
647,216
Director fee
-
-
6. Directors’ Equity Security Holdings
Details of director equity securities holdings as at 31 March 2022 are set out below:
Director
Beneficially
Associated
Persons
Phil Norman
3,194,405
1,409,362
Bill Crichton
200,000
-
Sharon Hunter
100,000
-
Jack Matthews
100,000
-
Brian Russell
100
-
7. Share Dealing
Directors dealt in the following Plexure shares during the year ended 31 March 2022.
Director
Beneficially
Associated
Persons
Phil Norman
-
1,400,000
Bill Crichton
200,000
-
Sharon Hunter
100,000
-
Jack Matthews
100,000
-
Brian Russell
100
-
Plexure Group Annual Report 2022 Additional NZX Disclosure
50
Additional NZX Disclosure
For the year ended 31 March 2022
8. Directors’ Loans
There were no loans from Plexure to Directors.
9. Use of Company Information
The Board received no notices during the year from Directors requesting to use the Company’s 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.
11. CEO’s Salary
On 1 October 2021, Daniel Houden was appointed as CEO and Executive Director of Plexure. His base salary is $550,000 per annum
and he is entitled to a Short-Term Incentive (STI) payment with an on-target value of 50 percent of his base salary. The CEO is not
entitled to any Long-Term Incentive (LTI) payments.
The previous CEO resigned on 4 August 2021 and received base salary of $189,894 in the four months up to his resignation. In
addition to the base salary, STI payments in relation to the current and previous financial years of $288,125, unutilised annual leave
of $82,596 and a termination payment of $515,003 were made. The CEO was awarded 316,455 share options at a strike price of 79
cents per share under the Company’s ESOS. The CEO forfeited 1,643,025 shares options upon resignation.
12. Remuneration of Auditors
2022
$’000
2021
$’000
Audit of the financial statements
123
71
Tax compliance services
71
18
Ancillary assurance services
30
26
Ancillary assurance services related to ASX Initial Public Offering
-
37
224
152
The auditor of the Plexure is Deloitte Limited for the year ended 31 March 2022.
13. Donations
The Plexure made one donation of $5,468 during the year ended 31 March 2022 (2021: Nil).
Plexure Group Annual Report 2022 Additional NZX Disclosure
51
Additional NZX Disclosure
For the year ended 31 March 2022
14. Directors Holding Office
The names of the Directors of the Plexure, who held office during and since the end of the year are:
Phil Norman Chair
Independent
23 August 2012 (9 years, 7 months)
Sharon Hunter
Independent
27 November 2015 (6 years, 4 months)
Brian Russell
Independent
27 October 2017 (4 years, 5 months)
Robert Bell
Independent
8 April 2019 (3 years)
Jack Matthews
Independent
1 July 2019 (2 years, 9 months)
Bill Crichton
Independent
1 October 2022 (6 months)
Daniel Houden
Executive Director and CEO
1 October 2022 (6 months)
Craig Herbison (resigned 4 August 2021)
Executive Director and ex-CEO
1 June 2018 (4 years, 1 month)
Plexure Group Annual Report 2022 Directory
52
Directory
Directory
Company Number
244518
NZ Business Number
9429039937803
AU Business Number
22106666782
Directors
Phil Norman – Chairman
Robert Bell
Bill Crichton (appointed 1.10.21)
Daniel Houden – CEO (appointed 1.10.21)
Sharon Hunter
Jack Matthews
Brian Russell
Registered Office
Level 2, 4 Graham Street
Auckland
Postal Address
PO Box 90722
Victoria Street West
Auckland
Share Registrar
Computershare Investor Services Limited
Private Bag 92119
Auckland
Phone: 09 488 8700
Fax: 09 488 8787
Auditors
Deloitte Limited
Private Bag 115033
Shortland Street
Auckland
Bankers
ASB Bank
PO Box 35
Shortland Street
Auckland
Solicitors
Bell Gully
PO Box 1291
Wellington
Website
www.plexure.com
www.tasksoftware.com
Plexure.com
NZME Building
Level 2
4 Graham Street
Auckland 1010
New Zealand