Annual Report
Vista Group
International
Limited
2021
Contents
02
07
08
10
26
34
42
80
Letter from the Chair and CEO
Key strategies for 2022
Group overview
Customer focused innovation
Our climate, people and community
Group trading overview
Corporate governance
Financial statements
129
Independent auditor’s report
134
Directory
Our purpose
Enhancing
the moviegoer
experience
This report is dated 28 February 2022 and signed
on behalf of Vista Group International Limited
by Susan Peterson and Murray Holdaway.
Susan Peterson
Chair
Murray Holdaway
Director
Dear Shareholder,
Cinemas are open, blockbuster movies are being
released and moviegoers are back enjoying the
cinema experience. A year which began with
some uncertainty has concluded with box office
records tumbling around the world.
In parallel, we are seeing a step change in the way that business is
conducted globally as digitisation accelerates across all industries and
more businesses adopt cloud technologies. Positioned at the intersection
of technology and the moviegoing experience, Vista Group is ideally
placed to support our customers as they tackle these challenges and
realise the benefits of doing business using our platform.
Against this backdrop, our business has performed strongly and
we are delighted to have delivered a resilient set of financial results.
We have delivered on each of the metrics we targeted at the half year.
We delivered revenue at the top end of the range representing a 12%
increase on 2020. We have also delivered 24% growth in recurring
revenue and met our commitment to be cashflow positive in the
second half of the year.
Our careful financial discipline has also meant that we have been able
to advance our Vista Cloud transition and look after our people in an
increasingly competitive global labour market for technology talent.
2
Letter from the Chair and CEO • 3
Our team
We have prioritised doing what we can
to best support our people and create an
inclusive, fair and flexible work environment
that enables all of our people to realise
their potential.
This past year, we have actively explored
different ‘ways of working’ and focussed
heavily on what we can do to support the
wellbeing of our people — in particular as
they have largely been working from home.
We implemented a trial ‘R&R Fridays’ where
we are encouraging our global workforce to
use their Friday afternoons to step away from
in all of its forms, both visible and not. It
includes differences that relate to gender,
age, culture, ethnicity, race, disability, family
status, language, religion, sexual orientation,
gender identify, as well as differences in
background, skills, work styles, perspective
and experiences.
Vista Group is a proud member of the
New Zealand Champions of Change group,
and we have signed up to 40:40:20 as a
target to focus our efforts in increasing the
representation of women across the Group.
Our customers
work and refresh. Early indications are that
Our customers remain at the centre of
R&R Fridays has been a terrific success with
everything that we do. Though cinema circuits
a fully engaged team and with productivity
globally continue to work within restricted
remaining unaffected.
or controlled conditions, the increased
supply of blockbuster movies has meant that
Other initiatives include implementing a
more cinemas have been open and are now
employee share scheme for all non-executive
enjoying improved financial performance.
We look forward to a
tremendously exciting 2022
as we build out our Digital and
Cloud offerings, help more
customers to be successful and
capitalise on new opportunities.
After the reporting date, we announced the
acquisition of the Retriever cinema software
business in the USA. This acquisition,
though small in total revenue, increases
the strength of Vista Cinema’s footprint in
USA market and will speed the adoption of
our SaaS solutions, with a commitment from
the largest Retriever customer to transition
to Vista Cloud during 2022.
There is no better illustration than the success
A further highlight for us has been the
of Spider-Man: No Way Home, which was
recently announced expansion of the Odeon
released globally in December 2021. Even
Cinemas Group relationship into Spain and
with operating restrictions still in place in
Portugal which will include the full range of
many countries, Spider-Man: No Way Home
our platform offerings — Vista Cinema, Movio,
has become the 6th biggest movie of all
Vista Digital, movieXchange, and Numero.
time globally, the third biggest in the North
American domestic market (displacing Avatar)
Vista Group’s environmental
and the #1 superhero movie in 19 countries.
and social impact
Innovation and growth
We remain focused on lessening our
impact on the environment for current
Across the Group we’ve continued to progress
and future generations.
employees in New Zealand, USA, and the
These improvements flow on to benefit
our innovation agenda. An exciting milestone
UK, and launching a refreshed leadership
our studio and distributor customers too.
was the first iteration of Vista Cloud becoming
We are working with two specialist climate
development program across the business
— with personalised plans structured to
challenge and excite our people to grow
their leadership skills and experience.
In the early months of the pandemic, the
future relevance of the cinema experience
was questioned as people took to streaming
while in lockdown. This enabled other movie
production ready in early December, and
agencies to ensure we provide the right
the continued innovation of Movio Madex
information to our stakeholders and the wider
and the new Movio Cinema EQ (which will
community as TCFD Reporting comes into
release later in 2022).
force — but further, that we make meaningful
and sustained efforts to reduce our carbon
In a very competitive market for talent, it is
distribution models to be tested. The results
Numero and Maccs have continued to
footprint over time.
encouraging to see our eNPS scores continue
are clear and the cinema experience has been
deliver, with Numero now reporting from
to climb, and our employee turnover rate
reaffirmed as a cornerstone of the economic
35 territories in total, and the cloud-based
We intend to report on our response to climate
remaining comparatively low.
model of blockbusters. The major studios have
Mica (from Maccs) increasing customer
change, in alignment with the standards of
Another continued area of focus is diversity
now all committed to an exclusive theatrical
window, averaging 45 days, for the vast
and inclusion. At Vista Group, diversity means
majority (in some cases all) of their premium
acknowledging, appreciating and celebrating
content in 2022.
all of the many ways that we are different
numbers from 6 in 2020 to 17 at the end
the Task Force on Climate-related Financial
of 2021. It was also very pleasing to see
Disclosures. More information about our
the Flicks team launch into the UK as their
social and environmental impact program
success in Australasia created momentum
is on page 28.
with moviegoers and advertisers.
4
Letter from the Chair and CEO • 5
We also launched a Volunteer Day scheme
so that our people can work on community
initiatives and be able to “give back” to the
community. We look forward to the results of
that work over the coming years.
Board changes
We would like to take this opportunity
to warmly thank James Ogden for his
wonderful contibution to the success of
Vista Group. James joined the Board shortly
before Vista Group’s successful IPO in 2014
and, as he indicated previously, he won’t be
standing for re-election at this year’s ASM.
James has made an extremely valuable
contribution and we are very grateful for
his guidance and wisdom. We wish James
The future
Looking ahead, we are optimistic as
digitisation and adoption of cloud technology
accelerates across the world. Vista Group
is well placed to take advantage of these
global trends through Vista Cloud and the
digital toolbox that our Vista Cinema and
Movio businesses provide to help cinemas
globally find operating efficiencies, expand
their customer reach and enhance their
moviegoer relationships.
We look forward to a tremendously exciting
2022 as we build out our Digital and Cloud
offering, help more customers to be successful
and capitalise on new opportunities.
all the very best for the future.
Thank you for the trust that you place in
James Miller, who joined us as an
Vista Group and we hope that, wherever
you are, you and your loved ones remain
Independent Director in August 2021, will
safe and well.
assume the role of Chair of the Audit and
Risk Committee at the conclusion of the ASM.
Kind regards,
Susan Peterson
Chair
Kimbal Riley
CEO
Vista Group’s
key strategies
01 Support our customers
to rebuild their business
02 Expand our core platform that
delivers value to our customers
and connects moviegoers
03 Create and invest in
new opportunities
6
Key strategies for 2022 • 7
Group overview
Our mission at Vista Group is to ‘enhance the moviegoer
experience’. We know if we keep this experience at
the centre of what we do, we will deliver value to our
customer’s customer — the moviegoer.
Vista Group’s platform serves the full value chain of the film industry,
from production and distribution to cinema exhibition and the moviegoer.
The graphic on the opposite page illustrates how Vista Group views its
vertical market and the fit of its products.
Our products follow the film from its creation through to screenings by
cinemas for the moviegoer — the tracking of all the data, interrelationships
and information that is needed by each party for the duration of that journey.
We report on the box office performance of the movie — back through the
cinema exhibition channels — to the entity that made and invested in the film
at the start.
The data aggregation and analysis that is required by the film industry is very
significant. This provides many additional opportunities for our products such
as Movio, Numero, and Powster. It has also created the opportunity to enable
more efficient access to data for industry participants leading to the Group’s
investment in movieXchange, Movio Media, and additional modules within
the Vista Cinema product set.
We anticipate the global cinema market will continue to expand over time
with the number of cinema screens increasing and box office revenue
rebounding. Our platform enables our customers to respond well to key
industry trends of premiumisation, and data-driven decisions and marketing.
Vista Group’s businesses
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8
Group overview • 9
Customer focused
innovation
We were delighted to see our cinema
customers globally welcome moviegoers
back in the second half of 2021.
With a great love for cinema and film,
our customers are at the heart of our
innovation. We continue to evolve
our products and bring new features
and services to market. This digital
transformation provides our customers
with the most advanced technology
and continues to position our platform
as market leading within the film and
cinema industry.
We share some highlights from across
the Group, showcasing the variety of
innovation and technology delivered
throughout the year.
10
Customer focused innovation • 11
Vista Cinema
From our customers
Vista Cinema + Studio Movie Grill
The purpose of Vista Cinema is to empower a world of
cinema. While the pandemic has been felt in all 100+
countries running our technology, the challenges have
varied from market to market. The demand for touch-free
service and payments has been consistent across markets,
while other challenges such as labor shortages, which force
exhibitors to operate with fewer employees, are occurring
on a market-to-market basis. We recognise the importance
of our role in supporting exhibitors through their recovery
and have been hard at work to innovate around these
new challenges. Our innovation falls under two areas,
Vista Digital and Vista Cloud.
Vista Digital gives moviegoers a seamless and personalised experience
across a cinema exhibitor’s digital channels, including website, kiosk,
and mobile applications. Vista Digital includes three offerings — Digital
Platform, Lumos and Omnia — tailored to the different sizes and
requirements of its various exhibitor customers. These offerings are
differentiated largely by the level of configurability and degree of
engagement with Vista Cinema’s in-house digital agency. Vista Digital
delivers significant benefits to Vista Cinema’s exhibitor customers,
including a true omnichannel experience — across their entire digital
real estate — and cloud-based scaling that ensures all digital channels
remain available during peak demand for movie tickets.
Vista Cloud is our comprehensive, reliable, and secure cinema
management solution. Vista Cloud removes the need for exhibitors to
maintain on-premises, server-based software, and delivers an always-
on, always updated, secure cloud-based solution. Vista Cloud allows
cinemas to step away from the hygiene of running Cinema Technology
and focus entirely on the moviegoer experience. More on Vista Cloud
in the following pages.
Our fantastic customer, Studio Movie
Grill (SMG), creates premium moviegoing
experiences for their moviegoers. They
leverage advanced technologies like laser
projection, and the sound systems to take
guests on a big-screen adventure in their
212 screens across seven states.
In the wake of the pandemic, moviegoers
required a variety of ordering options for
their comfort. Vista Cinema enables SMG to
present their guests with the perfect balance
of hospitality and self-service. Guests can
order in advance on the robust Vista Mobile
App or at the cinema with the user-friendly
Vista Kiosk. For guests who enjoy a more
personal touch, they can order from waitstaff
once seated in the auditorium. The waitstaff
enters orders in Vista Serve, an easy-to-use
We use a wide array of Vista’s
technology across our business,
and Vista stepped up to the plate
in a big way for us throughout the
pandemic. From our guest facing
channels, to our point of sale
system, to our cloud hosting, we
were able to rely on Vista heavily
over the past year. They are the
ultimate technology partner and
enable us to continue improving
the moviegoing experience for
our guests.
handheld device which is purpose built for
Looking ahead, SMG is dedicated to
dine-in cinema. Serve features cinema seat
optimizing their digital channels and
maps, automatic upselling, food coursing,
operations to the highest quality. Their
and the ability to beam orders straight to
investment in the moviegoing experience
the kitchen. It streamlines the process which
and trail blazing spirit has led to their
not only allows guests to indulge quicker,
reputation as market leaders. They truly
but also provides more opportunities to
embody their mantra of “opening hearts
increase spend.
and minds one story at a time.”
12
Customer focused innovation • 13
The Vista Cloud journey
Vista Cloud is live and running in the
market! All capabilities have feature
parity with our existing on-premise
products and we’re pleased to confirm
our first customer is benefiting from
the new platform.
Vista Digital continues to deliver benefits to
our customers, a service we’re now enhancing
with the launch of Vista’s latest Digital SaaS
offerings: Vista Digital Platform, Lumos Web,
App, and Kiosk.
The focus for 2022 is to deliver further
benefits for Vista Cloud customers and a
Digital Channels
• SaaS Web sales platform live with rapid
scalability (Vista Digital Platform)
• MVPs of SaaS Kiosk and Mobile Apps complete
• First customers live with SaaS web ticketing
Vista Cloud
• SaaS platform live
– All servers out of cinema and in the cloud
platform that can scale optimally to support
– Upgrades pushed automatically
many more customers.
– Ability to scale up and down based on demand
– Monitoring and management tools to ensure
world class service
– Secure service
• First customer onboarded and live
on new platform
What we’ve achieved to date
Where we are now
What’s coming in 2022
• Vista Cloud SaaS offering in market
Digital Channels
• Engagements with the next tranche of
• New SaaS Kiosk and Mobile App products
customers to onboard well underway
in market and live with customers
• Overall on track and within budget
• Onboarding more customers to the
new SaaS Web Ticketing product
• Migrating Vista customers over to
What we said we’d do in 2021
Vista Digital Platform
• Customer benefits
– Servers out of cinema
– Head Office servers in cloud
– Automated upgrades
• Cloud engineering
– Licensing platform
Vista Cloud
• Onboarding more Vista customers to
Vista Cloud
• Highlight particular areas of investment
– Platform extensibility
– Regional Integrations to broaden customer appeal
– Rapid scalability for core services
– Data analytics
– Localisation support for fiscal
compliance, custom integrations, etc.
– Monitoring and management
improvements
– Cost efficiency improvements
– Broadened offline support
– Expanded automated testing
– Expanded automation in the deployment pipeline
14
Customer focused innovation • 15
Vista Cloud
Vista Digital • Lumos
From our team
Tristan Phipps
& Tiga Seagar
Head of Design + Product Design Director
What has been the most exciting thing
relating to the shift to Cloud?
Being able to deliver innovations more quickly to
customers. With customers on the same platform,
we can be much more dynamic with how we design
software. Not only are we able to work closely with
customers and use real-time data to make decisions,
but we also can scale out new solutions with continual
improvements at every step. Customers will get proven
solutions much quicker. No more upgrade windows.
What has been a customer highlight?
Whenever we undertake a big piece of work we
always engage our customers to get their input,
and Vista Cloud was no different. We talked with
a lot of customers to understand how they’ve had
to navigate recent obstacles and gain insights into
the future of the cinema industry. Keeping an open
dialogue allows us to innovate together.
How has this enabled/grown your skills
and capabilities?
You can’t have diamonds without a bit of pressure.
Everyone working on Vista Cloud has embraced
a new approach to our software. The creation of
Vista Cloud meant we had to rethink and redefine
our values, processes, and drivers with the internal
culture to adapt to meet the outcome. Through
our collective growth, we’ve been able to unify
the company and build a foundation that moves us
towards our vision of ‘empowering a world of cinema’.
Vista Cloud looks quite different. For the first time
in Vista, we’ve aligned how we design our solutions
and how we present them. Vista Cloud is a cumulative
effort by many groups within Vista. From high impact
things like a newly developed brand, behind the
scenes architectural improvements like single sign-on,
down to small details like each word being carefully
curated. The result is a modern, unified experience
that showcases the care and attention Vista puts into
its platforms.
Where do you see the future of the cloud
experience going?
Bringing all capabilities together is going to unlock
new workflows that weren’t possible before. No more
hunting through different products to get reports
from various places, you’ll be able to access them
all from Vista Cloud. Vista Cloud removes the hassle of
a distributed product system and brings management
and operations into one experience. Data and
visualising data, so that users can make informed
decisions, is going to define the Vista Cloud experience.
16
Customer focused innovation • 17
From our team
Chris South
VP Engineering
What excites you most about the
move to Cloud?
There are a huge number of benefits but the most
critical for me is that our customers get the latest
version of our software, updated very regularly,
meaning that they benefit from improvements and
new features without delay. Vista’s software has
always been the most powerful in the industry but
customer uptake has lagged behind our releases due
to customers seeing the upgrade process as being quite
a big investment. Cloud removes that problem and
means that our customers will benefit continuously.
The flip side of this is that our engineers see the
result of their work almost immediately — this is
hugely satisfying and enables a faster feedback
loop resulting in more targeted improvements.
Overall, it’s simply better for everyone.
What has been a customer highlight?
We have seen hugely impressive strides forward in our
quality assurance processes getting ready for the first
customer going live in early 2022. For example, we’ve
implemented more than 100 critical improvements that
resulted from automated and manual QA processes —
the quality of what we put out into Cloud will be great,
and that’s a success story for every customer.
What does this mean for our people in terms
of growth (OR what opportunities does this
provide to our employees)?
I’ve mentioned the feedback loop benefit above but
the other really huge opportunity is that we can use any
technologies we like in our cloud deployments, so our
engineers have the chance to learn and use the latest
tech stacks which is hugely exciting. We’ve long been
an on-premise product company and that brings with
it a responsibility to move steadily forward and retain
backwards compatibility for years in some cases. With
Cloud, we can use best-in-class practices and toolsets,
allowing our engineers to enjoy the latest technology!
What have you done differently or started to
do to set the teams up for success to deliver
Cloud for our first customers?
In the past we’ve always been aware that the software
we build will likely not be adopted very quickly,
due to the upgrade time barriers mentioned above.
Also our customers’ IT teams would run and look after
the software on-premise. So we’ve been distant from
the impacts of our work in terms of both time and
involvement. This has been utterly changed with Cloud
— we are now fully in the mindset that everything we
build will be used by customers almost immediately,
and that we have to monitor, upgrade, fix, and optimise
it on an ongoing basis. It’s a complete alteration to our
business and impacts not only engineering, but the
service teams, account management, finance, legal,
marketing, everyone.
It’s the single biggest change to the business that
I believe Vista has ever gone through; it’s challenging,
exciting, and completely the right move for Vista.
John Burrows
Technical Product Director
What is your current role? How does that
relate to our new Cloud environment?
What excites you most about the move
to Cloud?
I am a Product Director and I’m responsible for our
Digital (alongside Will Riley) and F&B offerings. This
essentially means that I make sure our software is
tailored to our markets’ needs. I do this by working
with customers to identify what they need and then
collaborate with our design and engineering teams
to make it happen.
Tell us a bit more about your career journey
with Vista
I started as a summer intern in 2014 and officially joined
a year later as a graduate. I was the first Business
Analyst intern that Vista employed. The dine-in cinema
market was exploding and I quickly became a subject
matter expert in this space. I later moved into the role
of Product Director.
The highlight of my career to date has been building
our Serve product. Together with an amazing team we
took Serve from non-existence, identified the problem/
need, tested with end users, right through to launching
and marketing of that product which has gone on to be
a much-loved Vista product.
I recently relocated from Auckland to Los Angeles and
am continuing working at Vista Group as a Product
Director. From LA I’m able to work much more closely
with our largest market and stay on the pulse of what
our customers need.
Through talking to customers before Cloud, we noted
they spend so much of their time doing IT heavy admin
but were bursting with knowledge and ideas of how to
grow their business but didn’t have the time to execute.
Vista Cloud gives them back time to focus on the things
that’s important to them, delivering the best cinema
experience to their guests. They could now expand
their business offering and even add on modules from
Vista as their trusted provider.
Post pandemic, our customers are ready and expecting
digital channels that are poised for this even more
self-service world.
Knowing that the move to Cloud is the right thing for
our customers is comforting, plus there’s the bonus that
our software is not only powerful, but stunning. I’m so
proud of what we’ve created and how it’s pushing the
boundaries of what cinema software can be. I genuinely
believe we are moving our market forward with Cloud
and Digital… and we’ve got plenty more to go.
What would moving to Cloud mean for
our employees?
It provides us with an opportunity to do more exciting
and challenging work. It will require a change in mindset
moving to a real-time model but it’s an energising and
important change. We deliver several SaaS products
already and it’ll soon be everything we do. It provides
employees with more ownership of their work and
allows us to create software with a more agile culture
— to test, improve, and deliver to meet our customers’
ever-changing needs.
18
Customer focused innovation • 19
Movio
From our team
Movio supports exhibitors, distributors, and studios to
connect all moviegoers to their ideal movie so that everyone
experiences the magic of cinema — and recent hardships
reinforce the importance of a little cinematic magic in all
our lives! Our customers told us that how they achieve this
magic, must evolve. This guidance has focused Movio’s
efforts during 2021, readying us for the years ahead.
We are now testing an entire re-imagining of our foundation product
for exhibitors. On track to release in the first half of 2022, our next-
generation Movio Cinema EQ allows users to access AI-driven insights
to inspire moviegoer engagement, embrace the platform’s full potential
via its intuitive simplicity, and to complete their tasks faster than
ever before.
Our suite of distributors and studio-oriented audiences, campaign
and research solutions are growing to meet these challenges.
Madex, our moviegoer data exchange, is central to this, conceived
to fulfill exhibitors’ and studios’ desire for innovative, data-driven
ways to collaborate for the benefit of our industry. Though still
in its early days, Madex is already becoming a vital companion
to our longstanding Media and Research solutions.
With the acceleration of digitisation across the film industry,
Movio is entering a new phase. Just as we have done since
our inception, our motivation remains helping our customers to
be more successful and to bring more moviegoers to the movies.
Jardine Chapman
Graduate Software Engineer
What is it like working at Movio?
Working at Movio is an incredible experience where
I have been exposed to many areas of the wider
Vista Group. As a graduate engineer I have rotated
through three different teams throughout the year where
I have started from scratch in learning the technology
and developed into a fully contributing team member.
Each transition has been seamless, as I am constantly
surrounded by brilliant and driven people who
challenge me professionally to become better each day.
Vista Group has a truly positive culture that offers
mutual support, promotes trust, rewards employees’
efforts, and ensures that employees know their work
is meaningful. I have great leaders and mentors who
inspire me every day to be passionate and to love
my job.
The work we do is complex and never-ending, but
every meeting, even the tough ones, is always dotted
with a personal connection. I always want to see what's
around the next corner and having the freedom to apply
my learning to the work I do every day has been one of
the best parts of working for Vista Group.
Imagine waking up every day looking forward to getting
back to work with the rest of your colleagues that you
enjoy being around. That is how I feel about working
for Vista Group.
What has been the highlight of your time
at Movio so far?
The team culture at Movio is second to none, every
positive moment and highlight from this year stems
from the people. Each day I am encouraged to learn,
to try something new, and engage socially.
In particular, the mentoring and encouragement to
be part of not only my team but of something larger.
The culture Vista Group has acts as a catalyst to
innovate, try new things, and not to be afraid of
failures. I appreciate how open we are about what
we learn, and how we try to push our knowledge
out beyond the team.
What do you think the future is for the
cinema industry?
The future for the cinema industry is exciting and
constantly evolving. One thing is for certain though,
Vista Group is a vital constant in the progression for
the cinema industry which I am looking forward to
being a part of.
20
Customer focused innovation • 21
Maccs
Flicks
Maccs provides market leading software solutions
that manage the distribution of movies to cinemas.
Maccs has released Mica, a cloud-based SaaS
film distribution solution. Mica’s fast, user-friendly
interface can be seamlessly accessed via smartphones,
tablets and browsers and can be tailored to provide
each distributor with a unique user experience.
Mica uses a centralised worldwide database of cinemas which is
available to all users. Updates are community driven (moderated
by Maccs) providing up-to-date cinema site information on a global
scale. With full multi-currency and multi-territory support, users from
all over the world can book releases in any territory, allowing for the
possibility of releasing a film globally from one application.
Mica supports integrations with multiple film industry systems
including a seamless integration with suppliers of content and security
keys for digital cinema content, to enable users to see the exact status
of the delivery of their films to cinema sites in real-time. Box office
results are imported automatically from Numero and MaccsBox.
Mica has integrations to a range of accounting systems including Exact,
Visma and Xero. The software and these integrations provide the
film distributor with full control of the distribution life cycle of a film;
from film management through to booking, invoicing, reporting and
financial measurement.
Additional features include a visual planning tool with Google Maps
integration and real-time social media statistics as well as extensive
analytics tooling where users can create their own overviews and charts.
The latest development of Mica is a self-service login for exhibitors.
There, exhibitors can request bookings, view existing bookings and
invoices, confirm holdovers, enter box office results, and update
venue information. The result is a disruptive shift in the market, where
exhibitors will ‘pull’ bookings instead of distributors ‘pushing’ bookings.
Flicks connects people with great content. Now more
than ever, the entertainment offering across cinema
and streaming is stacked with amazing things to watch.
Flicks removes the consumer pain point in managing what
would otherwise be an overwhelming amount of choice.
Flicks distils this diverse content landscape. It is a trusted
destination to discover your next favourite movie or show,
be it in cinemas or at home.
Flicks’ focus is squarely on the consumer. The Flicks team is
busy building:
• a faster, native experience with iOS and Android apps
(launching in early 2022)
• features to better recommend movies
• tools to help people track what is coming and notify them when
it is out
• more content and data points to assist consumer decision-making
Alongside user growth, the aim is to see deeper user engagement
with our customers.
Despite cinema closures across New Zealand and Australia throughout
the year impacting Flicks’ traditional advertiser base, revenue is up 22%.
This has been driven largely by our partners in streaming, such as
Neon/SKY New Zealand, Prime Video, Apple TV+, Disney+, and
Binge Australia.
In Q4, Flicks successfully launched in the UK and users are growing
steadily. The Flicks platform now brings together showtimes from more
than 1,400 cinemas, and streaming links from more than 30 platforms,
across three domains – flicks.co.nz, flicks.com.au, and flicks.co.uk.
22
Customer focused innovation • 23
Augmented reality innovations
Powster
Customer examples
Powster has continued to innovate within the augmented reality
space, with technology allowing entertainment marketing teams
to engage their audiences without a native app barrier. Utilising
three AR technology areas; WebAR, Native AR viewers such as
quicklook, and AR tools for live streaming.
WebAR
Candyman AR
Native AR Viewer
Liam Payne Sunshine
Powster’s activation utilises first-to-market
Liam Payne continues to push boundaries
technology to give visitors to the Candyman
on innovation in music with his newest
film’s website an up-close-and-personal look
partnership with Powster and Universal Music
at Candyman himself. Upon visiting the mobile
Group. His new release ‘Sunshine’ featured
homepage for idareyou.candymanmovie.com,
in Disney’s ‘Ron’s Gone Wrong’ will be the
visitors can activate the immersive experience
world’s first lyric video using native quicklook
by saying “Candyman” five times into a virtual
AR. Audiences everywhere can experience the
mirror, just like the characters in the film do to
song in a new way by being immersed in the
summon Candyman. Available on your phone
lyrics as the words from ‘Sunshine’ shine all
or desktop, the experience takes over the
around them.
mobile camera and microphone and, as you
say his name, bees from the film swarm your
face before Candyman is revealed and the
exclusive final trailer for the film is unlocked.
Powster utilised Google Speech-to-Text
software and integrated it with technology
partner 8th Wall’s platform to make AR
possible on a web browser, creating a one-
of-a-kind experience. The voice-recognition
software will recognise only the word
“Candyman” in up to 120 dialects and six
languages. 8th Wall’s Face Effects works in
the browser, on smartphones, and desktop
computers with a webcam. The experience
also made use of 8th Wall’s in-browser media
recorder allowing users to capture the scary
moment and download a video to be shared.
AR Live Streaming
Twitch Fairfax
Powster has created the tools to allow Twitch
streamers to augment their live streams with
Twitch chat-controlled graphics. With minimal
set up for the streamer entertainment brands
can partner with Powster to allow chat to vote
on virtual augmented reality outfits for the
Twitch streamer. This innovation allows for
entertainment brands to tap into live gaming
broadcast audiences.
With entertainment marketing teams planning
their future plans for Metaverse engagement
Powster has industry leading technologies to
provide immediately available opportunities in
the space.
24
Customer focused innovation • 25
Our climate, people
and community
As the world continues to face big
challenges, we recognise that we have
our part to play in making a difference
to the world we connect with. We call
that nga mea pai me nga tangata pai —
doing good things with good people.
This goes beyond integrating ESG into
our governance and full TCFD reporting
in FY22 — we’re doing that. This is about
who we are.
26
Our climate, people and community • 27
Our climate
Risk and opportunities
One of the most critical issues facing our planet is the
continued impact of climate change and the pressing
need for action. We have a very light “climate impact”
due to the nature of our businesses, however we are
determined to reduce our carbon footprint over time.
To that end, we have engaged two NZ specialists
to assist our internal team — Toitū Envirocare and
Te Whakahaere — to help guide us on our climate journey.
Carbon Footprint
In conjunction with Toitū Envirocare, we have kicked off a carbon
footprint assessment. Our initial work shows that we produce relatively
small amounts of carbon, but we are undertaking a full assessment and
audit in 2022. We will be reporting our footprint annually, and more
importantly, what our carbon reduction target is and the steps we are
taking to meet that target.
TCFD Reporting
We are laying the groundwork now to prepare for mandatory TCFD
Reporting in 2023. One of the foundations is to ensure that our existing
risk management framework and policy appropriately reflects applicable
climate related risks and we have engaged an external specialist to assist
us with this. Te Whakahaere will assist us with climate modelling and our
climate strategy. This work will continue into 2022 — and will expand our
assessment of our key climate risks and opportunities as set out in the
tables on the right.
Key Risks
RESTRICTED
ACCESS TO
CAPITAL
REGULATORY
RISK /
INTERVENTION
MARKET CAP IMPACTS
- SHAREHOLDER
MIGRATION
LOSS OF
CUSTOMER
SITES
ATTRACTING
AND RETAINING
TALENT
RISK TYPE
Transitional
Transitional
Transitional
Physical
Transitional
LIKELIHOOD
If no action,
very likely
If no action,
likely
If no action,
very likely
TIMEFRAME
Short term
Short to
medium term
Short term
SCALE
High
Medium
to high
High
Probable
Short to
long term
Low to
medium
If no action,
likely
Short term
Medium
Key Opportunities
ACQUISITION OF
NEW CUSTOMERS
SHAREHOLDER GROWTH /
MARKET CAP
LOWER
FINANCING COSTS
ATTRACTING AND
RETAINING TALENT
OPPORTUNITY
TYPE
Transitional
Transitional
Transitional
Transitional
LIKELIHOOD
Possible
Likely
Already
occurred (ASB)
Likely
TIMEFRAME
Short to
medium term
Short to
medium term
Short term
Short term
SCALE
High
High
Low
Medium
28
Our climate, people and community • 29
Our people
It has been a year of huge progress towards our strategic
goals, despite many of us experiencing the challenges and
uncertainties of lockdowns across the regions.
Our people are our most important asset. Our ongoing focus to do
everything we can to support them, ensuring their safety and wellbeing,
has remained a high priority. Without our people, we could not have
achieved what we have achieved this year.
The competition for talent, particularly in the technology sector,
has continued to increase, including as a result of travel restrictions
and the trend towards rapid digitalisation in response to the pandemic.
We have continued to focus on our employee proposition and on
the engagement and retention of our team. The continuation of
the Vista Group Recognition Scheme, our employee share scheme,
and introduction of R&R Fridays are examples of our commitment
to reward and motivate our team.
We are continuing to make progress towards our Diversity and Inclusion
objectives, with improvement in the representation of women at senior
levels. The Board now has two female members, with Susan Peterson
undertaking her role as Chair from 1 January 2021 and Claudia Batten’s
appointment as an Independent Non-Executive Director from 1 January
2021. As of 31 December 2021, women made up 22% of the Executive
Leadership Team and 43% of the Senior Leadership Team. Across our
identified Emerging Leaders cohort, 35% are female.
Female representation
Age distribution
2021
2020
All employees
Our Board
Executive Leadership Team
Senior Leadership Team
30%
31%
29%
17%
22%
10%
43%
44%
15
countries our
people are
resident in
32
languages
spoken
18 – 24 8%
25 – 34 44%
35 – 44 32%
45 – 54 12%
55 – 64 4%
Regional distribution
NZ
USA
UK
Europe
Mexico
Sth Africa
Australia
Malaysia
318
85
79
79
67
23
4
3
30
Our climate, people and community • 31
Wellbeing
Our community
To support wellbeing, we launched R&R Fridays in
October, to give our team a better balance between
personal and working life. We know from research that
a healthier balance in life can make us more productive
and happier overall. This sentiment has certainly been
reflected in the positive feedback we have received
since implementing this initiative.
We also launched our flexible working policy, Working Well,
to support our people and their wellbeing. Working Well provides
our team members and managers with a set of principles to allow
us to do our best work, whether from the office or anywhere else.
Our Wellness Advocates have done their best to boost the wellbeing
and morale of our team by organising speaker events, challenges, and
competitions. Through a combination of online and in-person events,
such as movie nights, Lunar New Year, Pink Shirt Day, May the 4th,
Earth Day, and Mid-Winter Christmas (to name a few), we have been
able to continue to connect, engage and celebrate as a team. We also
sent care packages to those who had spent a long time in lockdown,
a small gesture to show that we care.
We continue to measure the engagement and wellbeing through monthly
engagement surveys. Ensuring our team has a positive experience is
a priority across the businesses. Many of our initiatives that support our
people, both day-to-day and with their general wellbeing, come from
the feedback received through our engagement surveys. Since the first
survey of 2021, we have seen an increase of 22 eNPS points to a score
of 40. This result, which is 11 points above the industry benchmark, is
something of which we are very proud. This is important both for the
attraction and retention of talent.
It is important to us as a company and as individuals to contribute
to our community. It will not only make a positive difference to
our community, but also to our peoples’ wellbeing.
Vista Foundation
Charitable contributions
As a New Zealand company that operates
As part of our contribution to the community,
globally in the film industry, Vista Group is
every team member has a paid day off each
passionate about supporting the New Zealand
year to volunteer in a way they choose.
film industry through the Vista Foundation
There were many options — some teams
(www.vistafoundation.co.nz) — established in
planted trees, while Vicki Parry organised
2015 by Vista Group and its founders.
for the Knowledge Services Team to assist
During 2021, the Vista Foundation undertook
Greenhithe Riding for the Disabled.
a number of initiatives to help nurture
We are determined to make a positive
the continued growth and success of the
difference in people’s lives and to foster
New Zealand film industry — including:
community initiatives across the world. Some
• Picture – a collaboration with the Compton
other examples from the past year include:
School in Australia, designed to educate
• EMEA donated to Medicinema to
participants on the process of successfully
managing a film project through to
raise funds to bring Cinema to children
in hospitals
theatrical release.
• Onscreen – providing resources to schools
for film studies, alongside NCEA standards,
culminating in films being submitted for
judging to the Onscreen team.
• 48 Hour Film Festival – The Vista
• Some brave team members took part in
Shave for a Cure — shaving to raise funds
for the Leukemia & Blood Foundation
• Our team had the option to donate to
Auckland City Mission when choosing
our Christmas gift in NZ
Foundation will continue as the naming
• Andrew Anderson ran Movember
sponsor for this iconic event where teams
for men’s health awareness
• Rainbow Committee organised participation
in the Sweat with Pride fundraiser and
raised $3,670 back in June
(up to 500) have to write, shoot, edit and
produce a film within a 48 hour period.
• University of Auckland Speaker Series –
celebrated New Zealand director Jane
Campion followed on from last years
speaker, James Cameron, and provided
insights on the film industry and the film
making process.
The Vista Foundation remains committed to
it’s goal of fostering a viable, successful and
inclusive local film industry in New Zealand.
32
Our climate, people and community • 33
Group trading overview
Vista Group continues to be
the global leader in delivering
software and data analytics
solutions to the film industry
with core group companies,
Vista Cinema and Movio, both
number one globally in their
respective market segments.
Though revenue, profitability and cash
performance for the financial year 2021
have been much improved, the Group and
its customers continue to be significantly
impacted by the pandemic.
For much of the first half of 2021, cinemas
around the world were only open on a limited
capacity and it was not until April/May that
blockbuster movies began to be in free
release. Since then, even with the emergence
of the Omicron variant, cinemas have largely
remained open — often with some form of
capacity restrictions (social distance seating or
limited to operating hours) — and the release
schedule of mainstream movies has been
largely unchanged. Global box office at $21b
was up 78% on 2020, but still just about half
of pre-pandemic trading.
Total Revenue
$98m 12%
Recurring Revenue
$81m 24%
SaaS Revenue
$28m 16%
EBITDA
$7m +$18m
Operating Cashflow
$11m 277%
Most encouraging, audiences have shown
Recurring Revenue was up 24% to $81m
their passion for big screen entertainment.
— a sign of the continued strength of the
Almost every movie in full release beat box
maintenance and SaaS revenue streams of
office expectations — Godzilla vs. Kong, Fast
the Group and a key driver of future value.
and Furious 9, Shang-Chi and The Legend
Non-recurring revenue, primarily new
of The Ten Rings, James Bond: No Time to
on-premise licence sales in Vista Cinema,
Die and Venom: Let There Be Carnage all
was down 24% to $17m.
outperformed early expectations. In spite
of going to streaming on the same day in the
larger markets, Black Widow performed very
This result underlines the key financial
and operating strengths of Vista Group:
strongly in countries where it went ‘cinema
• Consistent strong customer relationships
first’ and brought to a head the difficulty of
attracting big screen audiences to the small
screen experience.
Spider-Man: No Way Home, released in
December 2021, is now the sixth biggest
• Strong annuity revenue
• Sustained underlined profitability
• Positive operating cash generation
• Leading global position in the film industry
movie of all time even without a release in
Vista Group continues to deliver new
China, the third biggest in the US Domestic
innovation across the Group, in particular in
market and became the #1 superhero movie
respect of Vista Cloud, Mica and Movio EQ.
in 19 countries, many of whom had capacity
restrictions. The movie also grossed more
than $100m in IMAX theatres.1
Revenue
The message from the moviegoer is clear —
NZD millions
its better in the cinema!
Vista Group revenue was up 12% versus
2020, there was a strong turnaround in
EBITDA — from a loss of $11m in 2020 to
a profit of $7m in 2021 — and operating cash
flow was positive $11m, up from $3m in 2020.
The balance sheet remains healthy and
Group cash at $60m at year end was ahead
of forecast.
2021
2020
2019
2018
2017
2016
1 Sourced from Deadline
$98.1
$87.5
$144.5
$130.7
$106.6
$88.6
34
Group trading overview • 35
Vista Cinema
Enterprise: sites added
Vista Cinema is the largest business within Vista Group and represents
two thirds of total revenue. It provides more than 50% of the world’s cinemas
(outside China and India) with the technology platform to run multi-site,
multi-screen and increasingly, multi-territory cinema businesses.
2021 ended on a high with Spider-Man:
Vista Cloud — Vista Cinema’s SaaS platform
No Way Home breaking box office records
for enterprise customers — was market ready
globally. Even though Vista Cinema’s
by the end of 2021 and went live with
customers have been operating under various
its first customer in early January 2022.
forms of restrictions across the globe, the
This represents both huge engineering effort
consistent delivery of blockbuster movies
from the technology team and a massive step
from later in the first half of 2021 meant
forward in the product offering for customers.
cinema cashflows improved, though still
As stated in late 2020, we are convinced that
below pre-pandemic levels. There were
the future, including the successful recovery
no new material receiverships or managed
of the industry, will demand new functionality
administrations once the film slate held
that can best be delivered through the SaaS
firm. Though there were a handful of movies
environment — one that is secure, scalable,
that went to same-day release on streaming
and provides seamless integration.
services, this represented a small proportion
of the total number of releases.
Revenue was up 14% on 2020 to $67m,
with recurring revenue up 31%.
800
600
400
200
0
-200
-400
-600
2015
2016
2017
2018
2019
2020
2021
Enterprise: total site count
8,000
6,000
4,000
2,000
0
2015
2016
2017
2018
2019
2020
2021
Direct
India
China
36
Group trading overview • 37
Cinema market share
Vista Cinema percentage of the world market for Cinema Exhibition
Companies with 20+ screens.
34%
51%
worldwide
excl. China
95% Canada
2,204 / 2,309 screens
52% USA
16,197 / 31,354 screens
98% Central America
7,370 / 7,525 screens
41% South America
2,330 / 5,730 screens
40% Europe
8,552 / 21,196 screens
67% India
1,894 / 2,816 screens
6% China
3,049 / 53,736 screens
21% Asia (ex China)
2,739 / 13,227 screens
59% Middle East
1,832 / 3,118 screens
92% Australasia
1,757 / 1,916 screens
85% Africa
701 / 824 screens
38
Group trading overview • 39
Movio
Additional
Group Companies
Associate
Movio is the second largest segment
within Vista Group. A pure play SaaS
business, it represents 15 percent of
total revenue. Movio’s purpose is to
‘connect everyone with their ideal
movie’ and it achieves this through
a range of campaign, analytics
and research products for cinema
exhibitors, studios and distributors.
During 2021, many exhibitors sought to
maintain relationships with their guests even
when their cinemas were closed or the number
of new movie releases was limited. This saw
strong use of the Movio Cinema product by
customers in the second half of the year,
which set an all-time record for email and
SMS connections. By the end of the 2021,
3.2B connections had been made, significantly
up on pre-pandemic levels of 2.3B.
Studios and distributors use Movio Media to
promote their movies to those moviegoers with
a propensity to watch them. Here, Movio’s
revenue depends on the number of movies
released — especially in North America —
rather than box office, and there were fewer
than half the number of movies released in
2020 than in 2019. Movio Research, which
studios and distributors use to assess potential
audiences, was widely used in the second half
as customers sought to understand returning
moviegoers.
Movio also spent 2021 completely reinventing
its platform for exhibitors. Already in alpha
testing, this next generation platform is
designed with the new realities of cinema
exhibition squarely in mind. In parallel,
Movio is refining its solutions for studios
and distributors to help establish a more
seamless conduit between these stakeholders
and exhibitors.
Revenue was up 2% on 2020, with recurring
revenue up 7%.
Vista Group held one investment
in an associate at year end.
Vista China
2021 saw a much improved box office in China,
primarily driven by local content, though the
operating environment remains extremely
tough and the outlook for the near term
difficult. Operating and content restrictions
continue to apply and are expected to last well
into 2022. Vista China performed well in the
second half of 2021, winning new customers
to partially offset the loss of Dadi earlier
in the year. Vista China remains disciplined
in its cost management and cash burn.
The Additional Group Companies
segment comprises the businesses
of two studio and distributor focussed
businesses — Numero and Maccs
— and two moviegoer focussed
businesses — Powster and Flicks.
Numero • Maccs
Numero and Maccs performed well in 2021,
with recurring revenue up 20% and total
revenue up 14%. The success of Mica, the
SaaS platform for studios and distributors
to streamline their global cinema releases,
continues to gain traction, particularly in
North America, and now has 17 customers.
Numero continues to add global customers
and extend its geographical coverage.
Powster
Revenue for Powster was up 13% on the
previous year, with the showtimes platform
performing ahead of the box office recovery,
growing at 25%. Creative work also picked up
later in the year to be on par with 2020.
Flicks
Flicks was up 22% for the full year driven
by solid support in key New Zealand and
Australia market and launching flicks.co.uk
in the United Kingdom.
40
Group trading overview • 41
Corporate
governance
This Corporate Governance statement has been
prepared in accordance with NZX Listing Rule 3.8.1(a)
and was approved by the Board of Vista Group
on 28 February 2022. The information contained
in this statement is current as at that date, unless
otherwise noted.
Vista Group is committed to high standards of governance.
Vista Group’s key governance documents are available
in the Investor Centre section of Vista Group’s website at
www.vistagroup.co.nz — these include Vista Group’s constitution,
the Corporate Governance Code (including the Code of
Ethics, Audit and Risk Committee Charter and Nominations
and Remuneration Committee Charter), Risk and Compliance
Framework Summary, Continuous Disclosure Policy, Diversity
and Inclusion Policy, Share Trading Policy and Modern Slavery
Policy. The core of Vista Group’s governance framework
is its commitment to protect and enhance the interests of
its shareholders through high standards of governance,
business behaviour and transparency.
Vista Group’s governance framework ensures Board
accountability to our shareholders and provides for an
appropriate delegation of responsibilities to our CEO
and our Executive Leadership Team (ELT).
The Board reviews Vista Group’s governance policies and
practices regularly to ensure compliance with NZX and
ASX standards (Vista Group is an ASX Foreign Exempt
Listed company) and reflects the governance expectations
of its shareholders in New Zealand and Australia.
As at the date of this Annual Report, Vista Group’s governance
practices over the reporting period were in compliance with the
NZX Corporate Governance Code and, whilst not required due
to our ASX foreign-exempt listing status, the ASX Corporate
Governance Principles and Recommendations (fourth edition).
42
Corporate governance • 43
Vista Group’s Board
Board composition and characteristics
The directors of Vista Group as at the date of this Annual Report are as follows:
Non-Independent
Non-Executive
Directors (male)
Executive
Directors (male)
07
Board members
Independent
Non-Executive
Directors (male)
Independent
Non-Executive
Directors (female)
During 2021, the Board continued to implement
A brief profile, including the relevant qualifications
its succession plan to achieve greater independent
and experience, of each director is available in the
governance. This involved:
Board and Management section of Vista Group’s
• Susan Peterson’s appointment as Independent
Chair — with effect from 1 January 2021
website at www.vistagroup.co.nz.
Vista Group’s constitution does not allow the
• Kirk Senior stepping down as Executive Chair
appointment of a director by a single shareholder
and retiring as a Vista Group executive, but
pursuant to NZX Listing Rule 2.4. The Vista Group
continuing on the Board as a Non-Independent
Board does not currently include a member of the
Non-Executive Director — with effect from
Future Director programme.
1 January 2021
• Claudia Batten’s appointment as an Independent
Structure
Director — with effect from 1 January 2021
The Board is structured to ensure that as a
• Co-founder and Executive Director, Brian
Cadzow, retiring from the Board and
executive — with effect from 31 March 2021
• James Miller’s appointment as an Independent
Director — with effect from 31 August 2021
collective group it has the skills, experience,
knowledge, diversity and perspective to fulfil
its purpose and responsibilities. The Board’s
responsibilities are set out in Vista Group’s
Corporate Governance Code which is available
in the Investor Centre section of Vista Group’s
website at www.vistagroup.co.nz.
Susan Peterson
BCom, LLB
Independent Chair
Claudia Batten
BCom, LLB (Hons)
Independent Director
Murray Holdaway
BSc, BCom
Executive Director
James Miller
BCom, FCA
Independent Director
Cristiano (Cris) Nicolli
BMS, FAICD
Independent Director
James Ogden
BCA Hons, FCA, CFInstD
Independent Director
Kirk Senior
BCom, CA
Non-Independent Non-Executive Director
44
Corporate governance • 45
Board skills matrix
The Board focuses on ensuring it takes advantage of, and benefits from,
the diversity of skills, backgrounds and experiences of the individual directors
and that its culture reflects Vista Group’s values.
During the reporting period, the Nominations and Remuneration Committee (NRC)
has assessed the skills of the Board and reviewed and updated the Board skills
matrix. A summary of the Board skills matrix is set out on the opposite page.
The refreshed skills matrix enables an assessment of skills and experience
of individual directors, and how the directors work together as a whole.
It is considered that addressing the level of skills and experience collectively
is a better indicator of Board capability overall. Accordingly, the level of skills
and experience is assessed collectively.
The key skills and experience which individual directors contribute to the
Vista Group’s Board are indicated in the director profiles in the Board and
Management section of Vista Group’s website at www.vistagroup.co.nz.
PROFICIENCY GUIDE
Low
Medium
High
CAPABILITY DESCRIPTION
Software, cloud, online and operating platforms
Expertise and experience in the development and delivery of software
and digital solutions through on-premise, managed services, cloud
and/or online platforms
Digital product managment and marketing
Expertise and experience in digital product marketing and management,
including an understanding of technology trends and implications and
the software and technology value chain
Data
Expertise in the collection, processing, and commercialisation of data
and marketing applications, including the use of AI and experience with
data protection legislation in Vista Group’s key international markets
Strategy and development
Expertise in corporate strategy and the developing early stage businesses,
including strategic reviews, M&A and strategic partnerships
Go-to-market and customer experience
Deep customer insight and advocacy. Go-to-market expertise including direct
sales, internet sales, new markets, and/or specific customer channel experience
in the cinema, film, studio or media sectors
Financial expertise
Financial expertise with significant public company experience in finance,
accounting, capital markets, credit markets, banking and investor relations
Legal expertise
Legal expertise with experience in corporate and commercial law,
including legal, regulatory and compliance frameworks
International markets
Exposure to Vista Group’s key international markets outside of Australasia
(North America, South America, EMEA, APAC)
Listed company
Depth of expertise on listed company boards, including experience in
governance, compliance and risk management, sustainability, and health
and safety
People and culture
Remuneration, retention, workforce planning, talent, culture and diversity
and inclusion
Film industry
Depth of experience in the film industry, including in film exhibition
and/or distribution
46
Corporate governance • 47
Independence and conflicts
Five of Vista Group’s seven directors (Susan
Peterson (Chair), Claudia Batten, James Miller,
Cris Nicolli and James Ogden) are considered
by the Board to be Independent Directors. This
determination is made on the basis that these
directors are Non-Executive Directors who are
not substantial shareholders and who are free
of any interest, business or other relationship
Vista Group or, in respect of Kirk Senior and Murray
Holdaway only, as an employee of Vista Group or
one of its subsidiaries. Except for Murray Holdaway
as a member of the ELT, none of the directors
receives performance-based remuneration from,
or participates in, Vista Group’s employee share
schemes. No director controls, or is an executive
or other representative of an entity which controls,
5% or more of Vista Group’s voting securities.
that would materially interfere with, or could
The CEO is not a director of Vista Group.
reasonably be seen to materially interfere with, the
independent exercise of their judgement. None of
Responsibilities
the Independent Directors have been employed
or retained, within the last three years, to provide
material professional services to Vista Group.
The Board is responsible for Vista Group’s strategic
direction and operation and has delegated certain
responsibilities to the CEO and the ELT. Vista
Two of Vista Group’s seven directors (Kirk Senior
Group’s Board is committed to creating long-term
and Murray Holdaway) are not considered to
value for shareholders and safeguarding the highest
be Independent Directors. Kirk Senior held the
standards of governance, corporate behaviour
position of Executive Chair until he resigned as
and accountability.
Chair and as a member of the ELT with effect from
1 January 2021. Based on his previous ELT position,
the Board has determined that Kirk Senior is not
an Independent Director. Murray Holdaway is
The Board’s responsibilities are set out in Vista
Group’s Corporate Governance Code, and include:
• selecting and, if necessary, replacing the CEO;
the founder of Vista Group, holds 2.93% of Vista
• ensuring that Vista Group has adequate
Group’s ordinary shares, and is a member of the
management to achieve its objectives and to
ELT as Vista Group’s Chief Product Officer. Based
support the CEO so that a satisfactory plan for
on these factors, the Board has determined that
management succession is in place;
Murray Holdaway is not an Independent Director.
• reviewing and approving the strategic, business
Within the last 12 months, none of the directors
and financial plans prepared by the ELT;
were a partner, director, senior executive or
• reviewing and approving certain material
material shareholder of a firm that provided
transactions, and making certain investment and
material professional services to Vista Group or
divestment decisions;
any of its subsidiaries. None of the directors is a
current or past senior employee or partner of Vista
Group’s auditors PricewaterhouseCoopers. None of
the directors has been, within the last three years,
a material supplier to Vista Group or has any other
material contractual relationship with Vista Group
or any of its subsidiaries other than as a director of
• approving and overseeing the administration of
Vista Group’s technology development strategy;
• monitoring Vista Group’s performance against its
approved strategic, business and financial plans
and overseeing Vista Group’s operating results;
• ensuring Vista Group, the Board and the ELT’s
The CEO’s performance is reviewed by the
behaviour is consistent with the Code of Ethics,
NRC regularly against objectives and measures
including compliance with the constitution,
set by the Board. The CEO’s performance was
any relevant laws, the NZX Listing Rules and
evaluated during the reporting period on this basis.
regulations, and any relevant auditing and
The NRC is also responsible for overseeing the
accounting principles;
• implementing, and from time to time reviewing,
the Code of Ethics, to foster high standards of
ethical conduct and personal behaviour, and hold
accountable those directors, managers or other
employees who engage in unethical behaviour;
CEO’s evaluation of the ELT. Further details are
contained in the Remuneration Report on page 63.
Directors’ remuneration
Full details regarding Vista Group’s remuneration of
its directors is set out in the Remuneration Report
• ensuring the quality and independence of Vista
on page 63.
Group’s external audit process; and
• assessing from time to time Vista Group’s
effectiveness in carrying out the functions listed
above, and the other responsibilities of the Board.
The terms of the delegation by the Board to the
CEO and ELT are documented in Vista Group’s
Corporate Governance Code and Delegated
Financial Authority Manual. The CEO and ELT
are responsible for:
• developing and making recommendations
to the Board on Vista Group strategies and
associated initiatives;
• managing and implementing strategies
approved by the Board;
• formulating and implementing policies and
reporting procedures for management;
• decision making compatible with Vista Group’s
Delegated Financial Authority Manual;
• managing business risk and implementing the
Board approved risk management framework
and ensuring compliance; and
• the day-to-day leadership and management
of Vista Group.
The CEO and ELT have appropriate employment
agreements setting out their roles and conditions
of employment.
48
Corporate governance • 49
Governance at Vista Group
2021 governance calendar and attendance
Vista Group’s 2021 governance calendar recording the meetings of the Board, Board Sub-Committee,
Audit and Risk Committee (ARC), Nominations and Remuneration Committee (NRC), Disclosure Committee,
and the Annual Meeting of Shareholders (ASM) is set out in the table below:
Selection, nomination and appointment
Induction and development
Vista Group undertakes appropriate checks before
All new directors participate in an induction
appointing a director or putting forward any
programme and receive significant induction
candidate for election as a director in accordance
materials so as to familiarise them with Vista
with Vista Group’s governance processes.
Group’s businesses and the international film
All directors are elected by Vista Group’s
industry in which those businesses operate.
shareholders (other than directors appointed
The Board receives regular briefings from
by the Board to fill casual vacancies, who must
management on Vista Group’s business operations,
retire and stand for election at the next meeting
changes to the operating environment, and health
of shareholders) with rotation and retirement
and safety and wellness matters. Board strategy
MEETINGS
Board
Board Sub-Committee
Disclosure Committee
ARC
NRC
ASM
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
determined in accordance with the NZX Listing
days are held during the year to consider matters
All directors attended the 2021 ASM. Details regarding the directors’ attendance of the meetings of the
Rules. The Board is responsible for considering and
of strategic importance to Vista Group.
Board, Board Sub-Committee, the ARC and the NRC during 2021 is set out in the table below:
appointing directors to the Board after candidates
have been identified by the NRC.
The directors undertake appropriate training
to remain current on how to best perform their
Vista Group has a written agreement with each
duties as directors of an issuer by attending
director set out in a standard form letter of
relevant courses, conferences and briefings.
appointment containing the terms and conditions
A Board education programme is being commenced
of their appointment. In addition, Vista Group has
in 2022 and directors are supported to continue
also entered into a deed of indemnity and insurance
their own professional development.
which applies to each director, under which
Vista Group indemnifies, and provides insurance
to, directors in accordance with Vista Group’s
constitution and the Companies Act 1993.
It is fundamental to the Board that directors have
and are committing sufficient time to perform their
duties properly and effectively. The Board has
considered this issue during the reporting period
and is satisfied that, taking into account all of their
commitments, each director had sufficient time to
perform their Vista Group duties.
MEETINGS
Susan Peterson
Claudia Batten1
Brian Cadzow2
Murray Holdaway
James Miller3
Cris Nicolli
James Ogden
Kirk Senior
BOARD
ATTENDANCE
BOARD
BOARD
SUB
ARC
NRC
100%
92%
50%
100%
80%
100%
100%
100%
1 Appointed to the Board on 1 January 2021
Board or Committee Member present
Board or Committee Member not present
Non-Committee Member present
2 Resigned from the Board on 31 March 2021
3 Appointed to the Board on 31 August 2021
Each Committee Charter provides that employees and Executive Directors can only attend Committee
meetings at the invitation of the relevant Committee.
50
Corporate governance • 51
Reviewing performance
Tenure
The performance of the directors (individually
Vista Group notifies shareholders each year of
and collectively), and the effectiveness of
their right to nominate a candidate for election as a
Board processes and committees, are regularly
director. Where any director election or re-election
evaluated using a variety of methods, including
is to occur at a shareholder meeting, the Notice
questionnaires, Board discussion, and an evaluation
of Meeting includes all information on candidates
at the end of each Board meeting. A performance
for director election or re-election that the Board
review led by the Chair was carried out during the
considers may be useful to provide to shareholders.
reporting period. The next review will be carried
out during 2022.
As required by the NZX Listing Rules, directors
must retire every three years and, if desired,
seek re-election. The Board takes director tenure
into account in considering whether a director
is an Independent Director.
The date of appointment and tenure of each
director is set out in the table below:
DIRECTOR
APPOINTED
2003
CO-FOUNDER
2014
IPO
2015
2016
2017
2018
2019
2020
2021
TENURE
Murray Holdaway
06 Aug 2003
Kirk Senior
03 Jun 2014
Susan Peterson
03 Jun 2014
James Ogden
03 Jun 2014
Cris Nicolli
17 Feb 2017
Claudia Batten
01 Jan 2021
James Miller
31 Aug 2021
18–19 yrs (co-founder)
7–8 yrs (since IPO)
7–8 yrs (since IPO)
7–8 yrs (since IPO)
4–5 yrs
1 yr
0–1 yr
Although Murray Holdaway has served as a director since 2003, Murray’s deep understanding of Vista
Group’s businesses and the film industry is considered a valuable addition to the Board’s skills matrix.
Board committees
The Board has two standing committees: the
ARC (comprised of James Ogden (Chair), James
Miller, Cris Nicolli and Kirk Senior) and the NRC
(comprised of Cris Nicolli (Chair), Claudia Batten
and James Ogden). Vista Group does not have a
separate Nominations Committee, or a separate
Remuneration Committee. Rather, the NRC fulfils
the functions of both those Committees. The role
and responsibilities of the ARC and NRC are set
out in the Committee Charters that form part of
Vista Group’s Corporate Governance Code which
is available in the Investor Centre section of Vista
Group’s website at www.vistagroup.co.nz.
to provide governance oversight on short-term
projects. As at the date of this statement,
Vista Group has considered that no other
standing committees are required.
Committee charters
Each standing committee operates in accordance
with a written charter approved by the Board and
reviewed as required and at least every two years.
The committee charters form part of Vista Group’s
Corporate Governance Code which is available on
Vista Group’s website at www.vistagroup.co.nz.
Directors’ Vista Group shareholdings
The Board encourages the alignment of directors’
In response to the rapidly changing environment
interests with those of shareholders and with
caused by the pandemic, during the reporting
Vista Group’s strategic aims. To improve this
period the Board requested that the Disclosure
alignment, the Board encourages directors to hold
Committee convene each month in which a
Board meeting was not scheduled in order
shares in Vista Group. Further details of directors’
shareholdings in Vista Group are set out in
to monitor Vista Group’s compliance with its
Directors’ Disclosures on page 72.
continuous disclosure obligations under the NZX
Listing Rules and the Financial Markets Conduct
Act 2013. The Disclosure Committee was constituted
Access to advice and general counsel and
company secretary
under Vista Group’s Continuous Disclosure
Directors may access such information and seek
Policy and comprised of Cris Nicolli (Independent
such independent advice as they consider necessary
Director), the CEO, the CFO and the General
Counsel and Company Secretary.
Each committee focuses on specific areas of
governance. Together, the committees strengthen
the Board’s oversight of Vista Group. Committee
meetings are scheduled to coordinate with the
Board meeting cycle. Each committee reports
to the Board at the subsequent Board meeting
and makes recommendations to the Board for
consideration as appropriate.
Vista Group assesses on a regular basis whether
additional standing or ad hoc committees are
required. Additional temporary committees are
established from time to time, including as required
or desirable, individually or collectively, to fulfil
their responsibilities and permit independent
judgement in decision making. They are entitled
to have access to internal and external auditors
without management present and, with the Chair’s
consent, seek independent professional advice at
Vista Group’s expense.
All directors have access to the advice and services
of the General Counsel and Company Secretary
for the purposes of the Board’s affairs. The General
Counsel and Company Secretary was appointed
on the joint approval of the CEO and the Chair.
The General Counsel and Company Secretary
is accountable to the Board, through the Chair,
on all governance matters.
52
Corporate governance • 53
Assurance and managing risk
Audit plan and role of the external auditor
External audit policy
PricewaterhouseCoopers is Vista Group’s current
The Board’s framework for Vista Group’s
external auditor and have served since its
relationship with its external auditor is in the
appointment in April 2015. The NZX Listing Rules
External Audit Policy set out in the Corporate
require rotation of the key audit partner at least
Governance Code which is available on Vista
every five years. Vista Group last rotated its key
Group’s website. The External Audit Policy
audit partner in January 2020 and, assuming that
covers matters relating to the appointment of
PricewaterhouseCoopers continue as Vista Group’s
the auditor, the independence of the auditor,
auditor, the next rotation is expected to occur in
transparent dialogue with the auditor, rotation
January 2025. Vista Group’s audit partner (Troy
of the audit partner, reporting on audit fees and
Florence) attended Vista Group’s 2021 Annual
non-audit work. The ARC assists the Board in
Meeting of Shareholders (ASM) and was available
fulfilling its responsibility to ensure the quality
to Vista Group’s shareholders to answer questions
and independence of Vista Group’s external audit
relevant to PricewaterhouseCoopers’ audit.
process. Pursuant to the ARC Charter, the Board
Details of the work (both audit and
non-audit) undertaken by, and fees paid to,
PricewaterhouseCoopers during 2021 are
included in section 2.3 of the Financial Statements.
The Board considers that due to the nature
and quantum of the non-audit services work,
has delegated the ARC the responsibility to monitor
all aspects of the external audit of Vista Group’s
affairs including:
• considering the appointment of the auditor, audit
fees and any issues on an auditor’s resignation
or dismissal;
the independence of PricewaterhouseCoopers
• ensuring the independence, objectivity and
is not compromised.
effectiveness of the auditor;
• reviewing the audit plan, nature and scope
of the audit before commencement;
• reviewing Vista Group’s letter of representation
to the auditor; and
• discussion with the auditor any problems,
reservations or issues arising from the audit and
referring matters of a material or serious nature
to the Board.
Audit conflict safeguard and
resolution process
It is the responsibility of the ARC to ensure
audit independence. The committee ensures this
by requiring the audit engagement partner to
discuss any non-audit services provided by the
external audit firm with the ARC Chair prior to the
commencement of any non-audit services. The non-
audit services will only be provided if both the audit
engagement partner and ARC Chair agree that there
are no reasonable threats to independence.
As part of the external auditor’s reporting to the
ARC, the external auditor is required to submit
an annual independence report confirming their
firm remains independent of Vista Group. This
annual independence report documents any risks
to independence and safeguards related to non-
audit services. The ARC review this report, with any
concerns raised with the Chair of the Board and
Disclosure Committee (see page 56) to determine
whether a market announcement is required.
The external auditor’s report to shareholders
discloses all non-audit services and any other
relevant independence considerations.
54
Corporate governance • 55
Timely and balanced disclosure
Business risks and internal processes
Shareholders and markets
Risk
Health and safety
Vista Group is committed to maintaining a fully
the CEO or management requires disclosure
Risk management is an integral part of Vista
Vista Group operates under a Health and Safety
informed market through effective communication
on the NZX and ASX announcement platforms.
Group’s businesses and as such, the CEO is
and Wellness Policy that has been approved by the
with the NZX and ASX, our shareholders and
The Disclosure Committee is required to refer
accountable for all risk across all Vista Group to
Board. The CEO and ELT report to the Board on
investors, analysts, media and other interested
information regarding matters of fundamental
ensure that it meets or exceeds applicable legal
performance against the policy, policy initiatives
parties. Vista Group provides all stakeholders with
significance to Vista Group, including financial
and regulatory requirements. The CEO and the
and incident reporting.
equal and timely access to material information that
results, earning guidance, dividend policy
is accurate, balanced, meaningful and consistent.
determinations, transformational transactions,
Commercial Director report material risks to
the ARC. The ARC is responsible for overseeing,
Whistleblowing
Where Vista Group provides a new and substantive
and significant resignation, to the Board (or where
reviewing and providing advice to the Board on
The Whistleblowing Policy forms part of the
investor or analyst presentation, it ensures the
the Board is not available an Approval Committee)
Vista Group’s risk management policies and
Corporate Governance Code and sets out
presentation materials are released to the NZX
for its determination.
and ASX announcement platforms ahead of
the presentation.
Disclosures relating to the annual and interim
financial statements must be reviewed by the
Vista Group’s Continuous Disclosure Policy
ARC before being approved by the Board.
is designed to ensure this occurs in compliance
Once approved for disclosure, the CFO or
with Vista Group’s continuous disclosure
General Counsel and Company Secretary is
obligations under the NZX Listing Rules and
responsible for releasing material information
the Financial Markets Conduct Act 2013.
on the NZX and ASX announcement platforms.
The Continuous Disclosure Policy is available
in the Investor Centre section of Vista Group’s
website at www.vistagroup.co.nz.
The Disclosure Committee is responsible for
administering the Continuous Disclosure Policy
Directors consider at each Board meeting whether
there is any material information which should be
disclosed to the market.
Integrity of reporting
and ensuring that Vista Group complies with its
The CEO and the CFO are required each full year
continuous disclosure obligations. The Disclosure
to provide a letter of representation to the Board
Committee comprises one Independent Director
confirming that the financial statements have been
(Cris Nicolli), the CEO, the CFO, and the General
prepared in accordance with legal requirements,
Counsel and Company Secretary.
comply with generally accepted accounting practice
The CEO, ELT and management are responsible
for ensuring that all material information relating
to their areas of responsibility is reported to the
and present fairly, in all material respects, the
financial position of Vista Group and the results
of its operations and its cash flows.
Disclosure Committee promptly and without delay.
A letter of representation confirming those matters
The Disclosure Committee is responsible for
was received by the Board with respect to Vista
determining whether information received from
Group’s 2021 financial statements.
processes. As such, the ARC undertook continuous
the guidelines and procedures for reporting
improvement of its risk management policies
breaches of the Code of Ethics or any breach
and strategies in Q4 2021. As part of that review,
of a legal obligation or Vista Group policy.
Vista Group engaged a third-party specialist who
provided (and is continuing to provide) guidance as
to Vista Group’s Risk Management Framework and
related policies and documentation. The revised
Risk Management Framework is available in the
Investor Centre section of Vista Group’s website
at www.vistagroup.co.nz.
This continuing work will lead to the reformulation
of Vista Group’s Risk Management Policy and its
risk appetite tolerance metrics. As a result, we
anticipate changes to employee KPIs as to risk,
and for the relevant businesses to conduct risk and
control assessments. This will lead to enhanced
Management and Board reporting. Thereafter
Vista Group will conduct an assurance audit
which will lead to additional opportunities.
56
Corporate governance • 57
Engaging with investors. Acting ethically and responsibly
Investor relations
Annual Shareholders’ Meetings
Vista Group is committed to open and effective
Vista Group’s ASMs are held in New Zealand
communication with its shareholders by providing
at a time and location which aim to maximise
comprehensive relevant information.
participation by Vista Group’s shareholders.
Vista Group communicates with its shareholders
Vista Group’s 2021 ASM was held on 26 May 2021
across a number of forums, including the Investor
and, primarily due to the uncertainty associated
Centre section of Vista Group’s website, at the
with the pandemic, was held online only. The
ASM, in its Annual and Interim Reports, regular
Notice of Meeting for the 2021 ASM was released
information disclosures via the NZX and ASX
on the NZX and ASX announcement platforms and
announcement platforms, and analyst and
posted on Vista Group’s website at least 20 working
investor briefings and road shows.
days prior to the ASM in accordance with the NZX
Vista Group aims to provide clear communication
Corporate Governance Code recommendation.
of its strategic direction, including articulating its
Vista Group’s 2022 ASM will be held on
26 May 2022 and is expected to take place
in a hybrid format (in person and online),
subject to health and safety considerations.
strategic priorities.
Website
Vista Group’s website contains a comprehensive
set of investor-related information and data
including releases on the NZX and ASX
announcement platforms, Annual Reports
and Interim Reports, investor presentations,
and shareholder meeting materials.
Shareholders can direct any questions and
comments they may have to Vista Group by
contacting Vista Group’s CFO.
Electronic communications
We encourage all shareholders to provide email
addresses to Vista Group’s share registrar, Link
they are engaged or employed by Vista Group.
The Code of Ethics covers, among other things,
conflicts of interest and receipt of gifts.
Market Services Limited, to enable them to
The Code of Ethics sets out:
receive shareholder communications and reports
electronically. Communicating electronically
is faster, more cost-effective and more
environmentally sustainable. Most of Vista Group’s
shareholders receive information electronically.
However, we understand that this does not suit
everyone and we also provide hard copy reports to
shareholders who request to receive them.
Electronic versions of Vista Group’s shareholder
communications and reports are released on the
NZX and ASX announcement platforms and are
available in the Investor Centre section of Vista
Group’s website at www.vistagroup.co.nz.
The Vista Group Code of Ethics
Vista Group’s Board has adopted the Corporate
Governance Code which includes Vista Group’s
Code of Ethics and plays a key role in establishing
the framework by which directors and employees
are expected to conduct themselves.
The Code of Ethics is not intended to prescribe an
exhaustive list of acceptable and non-acceptable
behaviour, but rather to facilitate decisions that are
consistent with Vista Group’s values, business goals
and legal and policy obligations, thereby enhancing
performance outcomes. Directors and employees
are required to familiarise themselves with Vista
Group’s values, as they govern their behaviour while
• the practices necessary to maintain confidence
in Vista Group’s integrity;
• the practices necessary to take into account
Vista Group’s legal obligations and the reasonable
expectations of its stakeholders; and
• the responsibility and accountability of individuals
to report and investigate unethical practices.
Directors and the ELT are expected to lead
Vista Group according to the Code of Ethics and
to ensure that the standards set out in the Code
of Ethics are communicated to the people who
report to them.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics is required
to report it immediately in accordance with the
policy. The Code of Ethics is provided to new
employees as part of their induction materials and
the current version is maintained on Vista Group’s
internal web portal for access by employees.
The Code of Ethics outlines the Board’s policy on
conflicts of interest. Where conflicts of interest do
exist, directors excuse themselves from discussions
and do not exercise their right to vote in respect
of such matters. Except as provided in the Listing
Rules, interested directors do not vote on any Board
resolution for, and are not counted in a quorum
for the consideration of, any matter in which that
director is interested.
58
Corporate governance • 59
Diversity and inclusion
2021 Diversity and Inclusion Policy
Vista Group values and respects the contributions, ideas and experiences of people from all backgrounds
and is proud of its diversity, with employees from all around the world. Vista Group has a formal Diversity
and Inclusion Policy, which is available in the Investor Centre section of its website at www.vistagroup.co.nz.
The Diversity and Inclusion Policy sets out Vista Group’s commitment to achieving diversity in the attributes
and experiences of the Board, the ELT and employees.
Vista Group set the following diversity objectives for the year ended 31 December 2021:
OBJECTIVE
OUTCOME
Ensuring there is a minimum of two females on the
Board at all times.
The Board now has two female members, with Susan Peterson
undertaking her role as Chair from 1 January 2021
and Claudia Batten’s appointment as an Independent
Non-Executive Director from 1 January 2021.
Implementing a target of 40:40:201 across all
roles and programmes (e.g. leadership training,
recruitment shortlists etc.). This will not be fully
achieved across the organisation in 2021, but
progress will be reported on annually going forward.
As of first of 31 December 2021, women made up 22% of the
ELT and 43% of the SLT. Across our identified Emerging Leaders
cohort, 35% are female.
Females have made up 38% of all new hires in 2021.
This outcome shows a movement towards achieving the
40:40:201 split across our Leaderships teams and programmes.
Maintaining an inclusive culture and work
environment to ensure different points of view and
backgrounds are valued, and everyone feels safe
and can bring their whole self to work
Unconscious bias training has been issued globally. We continue to
recognise and embrace cultural and social diversity in all offices by
supporting open communication and celebrations to represent all.
All employees communications are non-gender specific and recruitment
process and content has been refreshed with neutral language.
1 40:40:20 reflects a 40% male/female split with the remaining unspecified to recognise that gender is non-binary and to ensure flexibility across other diversity areas of focus.
Vista Group has continued to expand its cultural competency across regional offices such as Mexico City
and Cape Town, whilst increasing the ethnic diversity of employees and leaders. In reflection of tight travel
restrictions in New Zealand, Vista Group has decided to move its Māori cultural competency objective into
2022 as restrictions ease.
Vista Group has identified the requirement to expand on our Rainbow Tick and in late 2021 created
a partnership with Stonewall to create transformative change in the lives of LGBTQ+ community at
Vista Group.
See page 31 for disclosure regarding the gender diversity at 31 December 2021.
2022 Diversity and Inclusion objectives
Vista Group has placed a high priority on improving
its diversity and ensuring it has an inclusive culture.
Vista Group’s key diversity objectives in 2022 are:
• To ensure there is a minimum of two females
on the Board at all times.
• To continue to focus on our 40:40:20 target
across all roles and programmes, including
annual reporting on progress.
• To complete and report on a full Gender
Pay Gap Analysis annually from January 2022.
• To build our Māori cultural competency in our
New Zealand leaders and employees. Proactively
work to increase the representation of Māori and
Pasifika in technology careers.
• To continue to create and maintain an inclusive
culture and work environment with a focus on
ensuring women, ethnic minorities and those who
identify as LGBTQ+ feel safe and able to bring
their whole self to work.
60
Corporate governance • 61
Letter from the Chair of the NRC
Remuneration report
Executive remuneration
Vista Group’s remuneration policy for the
Total remuneration consists of fixed remuneration,
CEO and ELT is based on the principles
short-term incentives (STI), and long-term
that the remuneration framework will:
incentives (LTI). STI and LTI are ‘at risk’ as outcomes
• be simple, clear and understandable
by all stakeholders
• be fair, equitable and flexible
• support Vista Group attracting, retaining
and engaging employees
• reward targeted performance
• create alignment with Vista Group’s
values, culture and corporate strategy
• appropriately reflect market conditions
and the organisational context
• align with creating and increasing
shareholder value
The NRC reviews Vista Group’s remuneration
policy and principles on a regular basis.
are determined based on the achievement or
otherwise of financial and performance based
targets and conditions set by the Board on the
recommendation of the NRC. All Vista Group
employees based in New Zealand, the United
Kingdom and the USA (other than the CEO and ELT)
are also eligible to participate in the Vista Group
Recognition Scheme – a share rights scheme with
vesting conditional only on continued tenure.
The remuneration package of the CEO is approved
by the Board, on the recommendation of the NRC.
The remuneration packages of the ELT (other than
the CEO), including fixed remuneration, STI and LTI
objectives and achievement, are regularly reviewed
by the NRC. The remuneration packages of the CEO
and ELT are benchmarked to market remuneration
data to ensure competitiveness relative to
comparable market peers.
As Chair of the Nominations and Remuneration Committee (NRC),
it is my pleasure to present Vista Group’s Remuneration Report for
the year ended 31 December 2021.
The report outlines Vista Group’s remuneration strategy and approach,
with a particular focus on the remuneration framework for the Group
CEO and the Executive Leadership Team (ELT).
Vista Group’s Board is committed to a remuneration framework that
rewards targeted performance and the culture and leadership of
looking after our people and our customers. The rewards are aligned
to both short-term and medium-term goals to achieve key objectives
and deliver sustainable value for shareholders. The Board is committed
to demonstrating an increased level of transparency in its remuneration
policies and practices.
The NRC and Board are supported by the People and Culture team
who have been influential in supporting the business and employees
globally especially given the various impacts of the pandemic.
Vista Group operates in a very competitive global and local market
for skills and capabilities. It is a Board priority to ensure the retention
of key employees and the attraction of new talent is reflected in the
remuneration and employee benefits that form part of the value
proposition and is aligned to the remuneration strategy and approach.
I acknowledge the sacrifices made by the Group CEO, ELT and
employees of Vista Group over the past two years and thank them for the
manner in which they responded to the challenging environment faced.
Regards,
Cris Nicolli
Chair of the Nominations and Remuneration Committee
Vista Group International Limited
62
Corporate governance • 63
Employee remuneration
Fixed remuneration
The provision of fixed remuneration (comprising
Long-term incentives
The following table shows the number of
Fixed remuneration consists of base salary and
employees whose remuneration and benefits for
benefits. Whilst flexibility exists where specific
the year ended 31 December 2021 were within the
circumstances require it, base salaries are typically
specified bands above $100,000. The remuneration
reviewed annually. Vista Group provides a range of
figures shown in the table include all monetary
benefits to its employees specific to the country in
payments actually paid during the year ended
which the employee works:
31 December 2021. The table does not include
amounts paid post 31 December 2021 that related
to the year ended 31 December 2021, such as STI
bonuses. The table below includes the remuneration
of Murray Holdaway as an Executive Director.
SALARY BAND (NZ$)
TOTAL GROUP EMPLOYEES
COUNTRY
BENEFITS
New
Zealand
– Kiwisaver contribution up to 3%
– Health insurance
– Life insurance
– Vista Group Recognition Scheme
– Long service benefits
109,999
119,999
129,999
139,999
149,999
159,999
169,999
179,999
189,999
199,999
209,999
219,999
229,999
239,999
249,999
259,999
269,999
279,999
309,999
319,999
339,999
349,999
379,999
399,999
409,999
419,999
429,999
459,999
529,999
579,999
1,019,999
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
100,000
110,000
120,000
130,000
140,000
150,000
160,000
170,000
180,000
190,000
200,000
210,000
220,000
230,000
240,000
250,000
260,000
270,000
300,000
310,000
330,000
340,000
370,000
390,000
400,000
410,000
420,000
450,000
520,000
570,000
1,010,000
Total
64
59
53
41
25
18
23
18
20
8
4
5
7
6
2
6
3
1
3
2
3
1
1
1
1
1
1
1
1
1
1
1
USA
– 401k contribution up to 2%
– Health insurance (including dental and vision)
– Life & accidental death & dismemberment
insurance
– Vista Group Recognition Scheme
– Long-term disability insurance
– On site paid gym membership
– Flexible spending accounts
United
Kingdom
– Royal London Pension up to 4%
– Private medical health coverage for
employee and their family + dental and
eye care contributions
– Vista Group Recognition Scheme
– 24 hour Employee Assistance Program services
– Perkbox, with free perks each month,
plus access to range of high street discounts
and rewards
– Discounted gym memberships
– Access to salary sacrifice scheme
Netherlands
– Perkbox with free perks each month,
plus access to range of high street discounts
and rewards
South
Africa
– Private medical health coverage for
employee and their family + dental and
eye care contributions
– 24 hour Employee Assistance Program services
– Perkbox with free perks each month,
plus access to range of high street discounts
and rewards
Mexico
– Medical insurance
– Food coupons
Malaysia
– Medical claims – reimbursement for
medical bills
– Mobile phone allowance
– Parking allowance
Romania
– Private medical services
– Half reimbursement for glasses and
contact lenses (up to 450 RON)
318
– Half reimbursement of a monthly gym
membership (up to 100 RON)
of a base salary and country specific benefits) is
consistent across all employees in Vista Group,
including the CEO and ELT.
Short-term incentives
The STI are at-risk incentives that may be offered
to an employee in respect of a specific year. The
STI is set within a range as a fixed percentage of
the participating employee’s base salary. The STI
outcomes are determined based on the achievement
or otherwise of financial and performance based
targets applicable to the relevant employee. STI,
once achieved, are paid in cash.
The key targets, percentages and terms of the 2021
STI are set out in the table below:
TARGETS
% OF STI
HURDLE
50%
Recurring
revenue/
total revenue
Vista Group
EBITDA
20%
80% achieved before 50% of
applicable STI is payable,
with achievement from 80%
on a straight line to 100%. No
overachievement is available.
70% achieved before 50% of
applicable STI is payable,
with achievement from 70%
on a straight line to 100%. No
overachievement is available.
15%
15%
Customer
net promoter
score
Employee
net promoter
score
Achieved or not achieved. If
achieved, then 100% of applicable
STI is payable.
Achieved or not achieved. If
achieved, then 100% of applicable
STI is payable.
In 2021 the CEO’s STI was set by the Board at 50%
of his base salary, and for ELT members the STI
was set within a range of 20% – 40% of the relevant
ELT member’s base salary.
Vista Group’s LTI is a share rights scheme offered at
the discretion of the Board on the recommendation
of the NRC. The LTI is set as a fixed percentage
of the participating employee’s base salary. The
number of share rights granted to a participating
employee is determined based on the participation
value divided by the volume weighted average sale
price of Vista Group’s shares over a specified period
before the grant date. The share rights granted
under the LTI are eligible to vest and convert into
Vista Group shares based on the achievement or
otherwise of certain targets and satisfaction of
certain conditions over a specified number of years.
Under the terms of the 2021 LTI scheme, one third
of a participating employee’s share rights are
eligible to vest each year of the three year term
of the scheme based on:
• the achievement of Vista Group recurring revenue
targets set by the Board, with 100% of the share
rights (one sixth of the total share rights) vesting
on achievement of the target.
• continued tenure with Vista Group, with 100% of
the share rights (one sixth of the total share rights)
vesting where the condition has been satisfied.
Under the 2021 LTI scheme, the CEO’s LTI was set
by the Board at 50% of his base salary, and for ELT
members the LTI was set within a range of 20%-50%
of the relevant ELT member’s base salary.
The CEO also participates in the Group CEO
Retention Scheme under the LTI scheme. Under
the terms of the Group CEO Retention Scheme,
the CEO is granted a specified number of share
rights that are eligible to vest each year of the term
of the scheme based on continued tenure with
Vista Group. 200,000 share rights vested in April
2021, comprising the fourth tranche of the share
rights granted in 2018 under the Group CEO
Retention Scheme.
Corporate governance • 65
Vista Group Recognition Scheme
CEO remuneration
The Vista Group Recognition Scheme (VGRS) is a share rights scheme offered to all Vista Group employees
The total remuneration of the CEO in 2020 and 2021 is set out in the table below:
POSITION
YEAR
CEO
2021
2020
BASE
SALARY
TAXABLE
BENEFITS
FIXED
REMUNERATION
STI
(2020 TARGETS
SETTLED IN 2021)
LTI
(VALUE OF
SHARES VESTED)
TOTAL
REMUNERATION
425,000
371,9402
22,556
24,212
447,556
396,153
107,525
464,0001
1,019,081
22,860
158,944
577,957
1 The STI paid to the CEO in 2021 related to rights granted in 2018 under the Group CEO Retention Plan.
2 In response to the pandemic, during 2020 the CEO elected to take a 30% reduction to his base salary.
The employment agreements of the ELT (including the CEO) do not include the ability to be paid
a transaction bonus in the event of a takeover of Vista Group.
Kimbal Riley was appointed as CEO with effect from April 2018. Matthew Cawte was appointed
as CFO with effect from July 2019.
based in New Zealand, the United Kingdom and the USA (excluding the CEO and ELT) to encourage
retention and to recognise the performance of employees during the pandemic. VGRS participation is set at
the greater of (i) a specified percentage of base salary; or (ii) a specified dollar amount. The number of share
rights granted to a participating employee is determined based on participation value divided by the volume
weighted average sale price of Vista Group’s shares over a specified period before the grant date. The share
rights granted under the VGRS are eligible to vest after 12 months based on the continued tenure of the
participating employee.
The CEO was not eligible to participate in, and was not granted any share rights or issued any Vista Group
shares under, the VGRS.
Breakdown of CEO pay for performance (2021)
POSITION DESCRIPTION
PERFORMANCE MEASURES
% ACHIEVED
AMOUNT ACHIEVED NZ$
CEO
STI
50% of
base salary
LTI
TOTAL STI
2018
Group CEO
Retention Plan
2021
LTI Plan1
TOTAL LTI
TOTAL STI & LTI
50% weighting of Vista Group recurring revenue.
80% of the target must be achieved before 50%
of the applicable STI is payable; with achievement
increasing on a straight line basis to 100%.
No over achievement possible.
20% weighting of Vista Group EBITDA. 70%
of the target must be achieved before 50% of
the applicable is STI payable; with achievement
increasing on a straight line basis to 100%.
No over achievement possible.
15% weighting on customer net promoter score.
If achieved, then 100% of applicable STI payable.
15% weighting on employee net promoter score.
If achieved, then 100% of applicable STI payable.
100% weighting on continued tenure.
An allocation of 200,000 shares vested in 2021.
50% weighting on Vista Group recurring revenue
in 2021, 2022 and 2023. The threshold to achieve
is 90% with pro-rata payment through to 100%.
50% weighting on continued tenure in 2021,
2022 and 2023.
1 These rights convert to shares on 1 April 2022. A share price at 31 December 2021 has been used for this table.
81.3%
$172,656
97.4%
93.0%
$556,834
$729,490
66
Corporate governance • 67
Share-based schemes
New schemes in 2021
Share-based schemes that lapsed
The total number of outstanding rights granted to Vista Group employees at 31 December 2021 are detailed
Performance rights outstanding
In the year ended 31 December 2021, Vista Group
The following schemes did not meet the required
granted rights under the following employee share-
performance targets resulting in the relevant rights
based schemes:
lapsing in the year ended 31 December 2021:
2021 LTI Scheme: Vista Group granted 1,237,668
rights to ELT and other select senior management.
One third of a participating employee’s rights are
eligible to vest each year of the three-year term of
the scheme based on:
• the achievement of Vista Group recurring revenue
targets set by the Board, with 100% of the share
rights (one sixth of the total share rights) vesting
on achievement of the target.
• continued tenure with Vista Group, with 100% of
the share rights (one sixth of the total share rights)
vesting where the condition has been satisfied.
Share-based schemes with conditions met
The following share-based schemes met the
required performance targets resulting in rights
vesting in the year ended 31 December 2021:
• 2018 LTI Scheme: Vista Group granted 329,280
rights to the CEO, ELT and other senior
management. Rights granted under this scheme
vest annually over a three-year vesting period.
The vesting of rights was conditional on the
achievement of specified revenue and EBITDA
targets. 164,640 rights have vested under this
scheme in previous years. The remaining 164,640
rights lapsed during 2021 as a result of the 2020
targets having not been achieved.
• 2019 LTI Scheme: Vista Group granted 275,310
rights to the CEO, ELT and other senior
management. Rights granted under this scheme
vest annually over a three-year vesting period.
The vesting of rights was conditional on the
achievement of specified revenue and EBITDA
targets. No rights have vested under this scheme
• Vista Group Recognition Scheme: The VGRS
in previous years. All of the rights lapsed during
was offered to all Vista Group employees based
2021 as a result of the 2021 targets having not
in New Zealand, the United Kingdom and the
been achieved.
United States (other than the CEO) to encourage
• 2019 Movio CEO (Variable) Scheme: Vista Group
retention and to recognise the performance
of employees during the pandemic. Vesting
was conditional on continued tenure of
the participating Vista Group employees.
On 23 November 2021, 419 Vista Group
employees were issued 2,410,683 Vista Group
shares under the VGRS. Vista Group intends
to offer the VGRS again in 2022.
granted a variable amount of performance
rights in 2019 to the Movio CEO. Rights granted
under this scheme vest annually over a three-
year vesting period. The vesting of rights was
conditional on the achievement of specified
revenue and EBITDA targets for Movio. No rights
have vested under this scheme in previous years.
All of the rights lapsed during 2021 as a result of
• Group CEO Retention Plan: Rights under
the 2021 targets having not been achieved.
this award were granted in 2018 to the CEO
conditional on continued tenure. In April 2021,
200,000 shares vested under the Group CEO
Retention Plan. In 2020, the CEO was granted
500,000 share rights under the Group CEO
Retention Scheme. 100,000 of these share rights
will vest in April 2022 and 400,000 will vest in
April 2023 conditional on the CEO’s continued
tenure with Vista Group.
in the table below:
GRANT YEAR
PLAN TYPE
2022
2023
2024
TOTAL
2020
2021
Group CEO Retention Plan
100,000
400,000
-
500,000
LTI Plan
412,556
412,556
412,556
1,237,668
Total outstanding rights
512,556
812,556
412,556
1,737,668
2021 director remuneration
Director remuneration is paid from the total directors’ fee pool of $725,000 approved by Vista Group’s
shareholders at the ASM held on 26 May 2021. No increase to the fee pool is proposed for 2022.
Directors’ fees are calculated as set out below:
POSITION HELD
Chair
Director
ARC Chair
ARC member
NRC Chair
NRC member
The details of the total remuneration of, and the value of other benefits received by, each director
of Vista Group during the year ended 31 December 2021 are set out in the table below:
DIRECTOR
FURTHER DETAILS
BOARD
FEES
ARC
FEES
NRC
FEES
TOTAL
DIRECTOR
FEES1
EXECUTIVE
REM
Susan Peterson
Chair
180,000
Claudia Batten
Appointed 1 Jan 2021
85,000
Brian Cadzow
Resigned 31 Mar 2021
24,437
Murray Holdaway
-
-
-
-
-
James Miller
Appointed 31 Aug 2021
28,333
3,333
-
180,000
10,000
95,000
-
-
-
-
-
24,437
31,666
-
211,181
211,181
Cris Nicolli
NRC Chair
85,000
10,000
15,000
110,000
James Ogden
ARC Chair
85,000
15,000
10,000
110,000
Kirk Senior
Total
85,000
10,000
-
95,000
572,770
38,333
35,000
646,103
1 Total director fees of $646,103 is within the $725,000 directors’ fee pool approved at the ASM on 26 May 2021.
NZ$
$180,000
$85,000
$15,000
$10,000
$15,000
$10,000
TOTAL
DIRECTOR
COST
180,000
95,000
24,437
-
-
-
-
-
31,666
110,000
110,000
95,000
857,284
Directors are reimbursed for all reasonable and properly documented expenses incurred in performing
their duties as Vista Group directors. With the exception of Murray Holdaway as an Executive Director, no
additional payments or benefits were received by directors during 2021.
As an Executive Director, Murray Holdaway is entitled to taxable benefits, including 3% employer KiwiSaver
contributions on base salary, employer sponsored Southern Cross health insurance, and employer
sponsored life insurance.
68
Corporate governance • 69
Directors’ disclosures
Disclosure of directors’ interests
Section 140(1) of the Companies Act 1993 requires a director of a company to disclose certain interests.
Under subsection (2) a director can make disclosure by giving a general notice in writing to the Company of
a position held by a director in another named company or entity. The particulars included in the Company’s
Interests Register as at 31 December 2021 are set out in the table below:
NAME OF DIRECTOR
ENTITY
NATURE OF GENERAL DISCLOSURE
Susan Peterson
Arvida Group Limited (NZX : ARV)
Non-Executive Director
NAME OF DIRECTOR
ENTITY
NATURE OF GENERAL DISCLOSURE
James Miller
The New Zealand Refining Company Limited
(NZX:NZR)
Non-Executive Director
NZX Limited (NZX:NZX)
Non-Executive Chair
Mercury NZ Limited (NZX & ASX:MCY)
Non-Executive Director
Accident Compensation Corporation2
Non-Executive Chair
Property for Industry Limited (NZX : PFI)
Non-Executive Director, Chair of Audit and Risk
Committee, and member of Remuneration Committee
Cris Nicolli
Empired Limited (ASX:EPD)3
Non-Executive Director, Chair of Nominations
and Remuneration Committee
Trustpower Limited (NZX : TPW)1
Xero Limited (ASX : XRO)
Craigs Investment Partners
Non-Executive Director, Chair of People and
Remuneration Committee, and member of Audit
and Risk Committee
Non-Executive Director, Chair of People and
Remuneration Committee and member of the
Nominations Committee
Non-Executive Director, member of the
Audit and Risk Committee, Chair of People
and Remuneration Committee
Global Women
Trustee
Peterson Mellsop Family Trust
Trustee and Beneficiary
Claudia Batten
Air New Zealand Limited (NZX:AIR)
Non-Executive Director, member of
Audit and Risk Committee
Serko Limited (NZX : SKO)
Non-Executive Chair
Westpac New Zealand Limited
Digital Adviser to the Board
Murray Holdaway
Invista Share Nominee Limited
Director and Shareholder
Playside Studios Limited
Non-Executive Chair
ReadCloud Limited
Non-Executive Chair
Kadasig Aid & Development (Not For Profit Charity)
Treasurer
Nicolli Holdings Pty Ltd (Family Investment)
Director
Nicolli Family Superannuation Fund
Trustee
James Ogden
Summerset Group Holdings Limited (NZX : SUM)
Foundation Life (NZ) Limited
Non-Executive Director and Chair of Audit
and Risk Committee
Director and Chair of Audit and Compliance
Committee
NZ Markets Disciplinary Tribunal
Member and Chair of Special Division
Crown Forest Rental Trust
Member of the Audit and Risk Committee
Pencarrow Private Equity Fund
Independent Chair of the Investment Committee
Pencarrow Bridge Fund GP Limited (General Partner
of the Pencarrow Bridge Fund)
Director
Kaha Software Limited
Director and Beneficial Shareholder
Kirk Senior
Outpost Central Ltd (trading as Wildeye)
Consultant
Lido Cinema Limited
Beneficial Shareholder
Kirk Senior Pty Limited
Director and Shareholder
Auckland United Football Club
The Awhero Nui Trust
Holdaway and Geary Trust
Chair
Trustee
Trustee
Senior Family Super Fund Pty Limited
Director and Shareholder
Honey For Life Pty Ltd
Kirk Senior Family Trust
Shareholder
Trustee
1 Susan Peterson retired from the Board of Trustpower Limited with effect from 22 September 2021.
2 James Miller retired from the Board of Accident Compensation Corporation with effect from 31 December 2021.
3 Cris Nicolli retired from the Board of Empired Limited with effect from 10 November 2021.
70
Corporate governance • 71
Directors’ and officers’ indemnities
and insurance
Directors’ Vista Group shareholdings
Subsidiary companies
The number of Vista Group shares in respect of
The directors of subsidiaries of Vista Group at 31 December 2021 are listed in the table below:
Company disclosures
In accordance with Section 162 of the Companies
which each director had an interest as at 31 January
Act 1993 and the constitution, Vista Group
2022 is set out in the table below:
indemnifies the directors in relation to potential
liabilities and costs they may incur for acts or
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
omissions in their capacity as directors. Vista Group
Susan Peterson
122,271
0.053%
also maintains directors’ and officers’ liability
insurance that covers risks normally covered by
such policies arising out of acts or omissions
Claudia Batten
–
Murray Holdaway
6,786,000
of directors and employees in their capacity as
James Miller
directors. Certain actions are specifically excluded,
for example, the incurring of penalties and fines
which may be imposed in respect of breaches of
the law.
Cris Nicolli
James Ogden
Kirk Senior
74,500
87,152
522,996
861,936
–
2.966%
0.033%
0.038%
0.229%
0.377%
Directors’ Vista Group share dealings
During 2021, there were no disclosures required
to be made in accordance with section 148 of
the Companies Act 1993 and section 304 of the
Financial Markets Conduct Act 2013.
COMPANY NAME
DIRECTORS
FURTHER INFORMATION
Flicks Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Maccs International B.V.
Netherlands
100%
Vista Entertainment Solutions (NL) B.V.
No changes
MovieXchange Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
Amalgamated with MovieXchange
International Limited in 2021
Movio (IP) Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Movio Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
Amalgamated with Virtual Concepts Limited
in 2021
Movio, Inc.
United States
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Numero Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Numero (Aust) Pty Ltd
Australia
100% Matthew Cawte, Kelvin Preston, Kimbal Riley,
No changes
Kirk Senior
Powster, Inc.
Powster Ltd
United States
50%
Kirk Senior, Steven Thompson
No changes
United Kingdom
50% Nicholas Patsides, Kimbal Riley, Kirk Senior,
No changes
Steven Thompson
S.C. Share Dimension S.R.L.
Romania
100%
Share Dimension B.V.
No changes
Senda DO Brasil Serviços de Tecnológia LTDA.
Brazil
60%
Armando Mejias, Gustavo Ortega
No changes
Share Dimension B.V.
Netherlands
100%
Vista Entertainment Solutions (NL) B.V.
No changes
Vista (IP) Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions (Asia) Sdn. Bhd.
Malaysia
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions (Canada) Limited
Canada
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions (NL) B.V.
Netherlands
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions (Spain), S.L.U.
Spain
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions (UK) Limited
United Kingdom
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Entertainment Solutions (USA), Inc.
United States
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Group Limited
New Zealand
100%
Kelvin Preston
No changes
Vista International Entertainment Solutions
South Africa (Pty) Ltd
South Africa
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Vista Latin America, S.A. de C.V.
Mexico
60% Murray Holdaway, Kimbal Riley, Brian
No changes
Cadzow, Armando Mejias, Gustavo Ortega
VPF Hub GmbH
Germany
90%
Sven Anderson
No changes
72
Corporate governance • 73
Shareholder information
Twenty largest shareholders
Analysis of shareholdings as at 31 January 2022
Vista Group’s 20 largest shareholders and their shareholdings at 31 January 2022 are
set out in the table below:
RANK
REGISTER
NAME OF TOP 20 SHAREHOLDERS
NUMBER OF SHARES
% OF ISSUED SHARES
Tea Custodians Limited 1
36,986,870
16.00%
1
2
3
4
5
6
7
8
9
NZL
AUS
AUS
NZL
AUS
AUS
NZL
NZL
NZL
J P Morgan Nominees Australia Pty Limited
Citicorp Nominees Pty Limited
Citibank Nominees (NZ) Ltd 1
HSBC Custody Nominees (Australia) Limited
National Nominees Limited
National Nominees New Zealand Limited 1
Custodial Services Limited
17,575,479
14,036,453
11,049,462
9,265,237
8,368,749
7,794,922
7,501,118
New Zealand Superannuation Fund Nominees Limited 1
7,282,515
10
NZL
11
NZL
Brian John Cadzow & Julie Ann Cadzow
& Peter Allen Lewis
Murray Lawrence Holdaway & Helen Rachel Geary
& Stephen John Mcdonald
12
13
14
15
16
17
18
19
NZL
NZL
NZL
NZL
NZL
NZL
AUS
NZL
Bnp Paribas Nominees NZ Limited Bpss40 1
HSBC Nominees (New Zealand) Limited 1
Accident Compensation Corporation 1
New Zealand Depository Nominee
Hobson Wealth Custodian Limited
JPMORGAN Chase Bank 1
Bnp Paribas Noms Pty Ltd
Bruce Alexander Wighton & Marianne Bachler
& Peter John Clark
20
NZL
Gregory James Trounson & Donald Mackenzie Gibson
& Kathryn Mary Lee Trounson
7,049,065
6,786,000
6,724,516
6,510,183
6,353,504
5,106,647
5,022,344
4,355,548
3,780,309
3,668,995
2,763,883
7.60%
6.07%
4.78%
4.01%
3.62%
3.37%
3.24%
3.15%
3.05%
2.93%
2.91%
2.82%
2.75%
2.21%
2.17%
1.88%
1.63%
1.59%
1.20%
SIZE OF HOLDING
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 50,000
50,001 to 100,000
> 100,000
Total
NUMBER OF HOLDERS
NUMBER OF SHARES
HOLDING QUANTITY %
1,273
1,729
530
476
51
69
661,996
4,608,898
3,867,471
10,090,265
3,564,887
208,431,978
4,128
231,225,495
0.29%
1.99%
1.67%
4.36%
1.54%
90.14%
100.00%
Substantial Product Holdings
According to notices given under the Financial Markets Conduct Act 2013, the following persons were
Substantial Product Holders in Vista Group ordinary shares at 31 December 2021 in respect of the number of
voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDER
NUMBER OF SHARES
Fisher Funds Management Limited
FIL Limited
Spheria Asset Management Pty Ltd
31,136,466
21,163,635
17,587,045
Total of top 20 shareholders
Total shares on issue
177,981,799
231,225,495
76.97%
100.00%
1 Held through New Zealand Central Securities Depository Limited (NZCSD). NZCSD provides a custodial service that allows electronic trading of securities by its members.
74
Corporate governance • 75
Other disclosures
Stock exchange listings
Takeover offer protocol
Credit rating
Vista Group’s ordinary shares are listed and quoted
Vista Group’s Board has adopted a Takeover
As at the date of this Annual Report, Vista Group
on the NZX and on the ASX (as an ASX Foreign
Response Manual that provides a comprehensive
does not have a credit rating.
Exempt Listing).
Waivers from NZX or ASX
framework to be followed in the event that Vista
Group receives, or in anticipation of receiving,
a takeover offer. Vista Group has established
Vista Group did not apply for, was not granted, and
relationships with appropriate professional advisers
did not rely on, any waivers from the NZX or ASX
to support Vista Group and the Board through any
during the year ended 31 December 2021.
takeover offer process. The Takeover Response
Exercise of NZX powers
Manual provides for the establishment of a response
committee to take all necessary actions in respect
The NZX did not exercise any of its powers under
of a takeover offer. The response committee is
NZX Listing Rule 9.9.3 in relation to Vista Group
comprised of Independent Directors, excluding any
during the year ended 31 December 2021.
director that has a direct or indirect relationship,
Registration as a foreign company
Vista Group has registered with the Australian
including with the bidder or any significant
shareholder in Vista Group, that could reasonably
influence the director’s decision making in respect
Securities and Investments Commission as a foreign
of the takeover offer.
company and has been issued with the Australian
Registered Body Number of 600 417 203.
Dividends
ASX disclosures
Vista Group holds a foreign exempt listing on the
ASX. As a requirement of admission Vista Group
must make the following disclosures:
Due to the impacts of the COVID-19 pandemic
on the global film industry and, in turn, on Vista
Group’s businesses, the Board resolved not to pay
a dividend in respect of the 2021 financial year. The
Board will revisit payment of dividends once the
• Vista Group’s place of incorporation
Board reasonably determines that the impacts of
is New Zealand.
• Vista Group is not subject to Chapters 6, 6A,
6B and 6C of the Australian Corporations Act
2001 dealing with the acquisition of shares
(including substantial holdings and takeovers).
the pandemic on the global film industry and Vista
Group’s businesses have sufficiently subsided.
Current Dividend policy: Vista Group’s dividend
policy is to pay 30% to 50% of net profit after
tax, subject to immediate and future growth
opportunities and identified capital expenditure
requirements.
Net tangible assets
Vista Group’s net tangible assets per share
(excluding treasury stock) as at 31 December 2021
was $0.21883400, compared with $0.27469786
at 31 December 2020 (restated due to the
US sales tax provision, see section 8.1 of the
financial statements).
Donations and lobbying
Vista Group made donations of $127,000 during the
2021 financial year (2020: $103,399). This included
a donation of $100,000 to the Vista Foundation.
Vista Group does not make donations to political
parties and did not make any donations to a
political party during the year ended 31 December
2021. Vista Group does not make any expenditures
for lobbying purposes and did not make any
expenditures for lobbying purposes during the year
ended 31 December 2021.
Modern slavery and human trafficking
statement
Vista Group has published a joint statement (on
behalf of itself and Vista Entertainment Solutions
(UK) Limited) setting out the steps it has taken
during the 2021 financial year, and the actions it
will take during the 2022 financial year, to identify
and mitigate potential modern slavery and human
trafficking risks related to its business and in its
supply chains. The statement is available in
Investor Centre section of Vista Group’s website
at www.vistagroup.co.nz.
76
Corporate governance • 77
Information about Vista Group ordinary shares
Information for shareholders
This statement sets out information about the rights, privileges that attach to
Vista Group ordinary shares.
Rights and privileges
Share cancellation
Under Vista Group’s constitution and the
In certain circumstances, Vista Group shares could
Companies Act 1993, each Vista Group share gives
be cancelled by the Company through a reduction
the holder a right to:
• attend and vote at a meeting of shareholders,
including the right to cast one vote per share on
a poll on any resolution, such as a resolution to:
– appoint or remove a director;
– adopt, revoke or alter the constitution;
– approve a major transaction (as that term is defined
in the Companies Act 1993);
of capital, share buy-back or other form of capital
reconstruction approved by the Board and, where
applicable, the shareholders.
Sale of less than a Minimum Holding
Vista Group may, at any time, give notice to a
shareholder holding less than a Minimum Holding
of shares (as that term is defined in the NZX Listing
– approve the amalgamation of Vista Group under
Rules) that if, at the end of three months after the
section 221 of the Companies Act 1993; or
– place Vista Group into liquidation;
• receive an equal share in any distribution,
including dividends, if any, authorised by the
Board and declared and paid by Vista Group
in respect of that share;
date the notice is given, shares then registered in
the name of the holder are less than a Minimum
Holding, Vista Group may sell those shares on
market (including through a broker acting on
Vista Group’s behalf), and the holder is deemed
to have authorised Vista Group to act on behalf
• receive an equal share with other shareholders
of the holder and to sign all necessary documents
in the distribution of surplus assets in any
relating to the sale.
liquidation of Vista Group;
• be sent certain information, including notices
of meeting and Vista Group reports sent to
shareholders generally; and
• exercise the other rights conferred upon
a shareholder by the constitution and the
Companies Act 1993.
Shareholder enquiries
Shareholders can view their investment portfolio,
change their address, supply their email, update
their details or payment instructions by contacting
Vista Group’s share registrar Link Market Services
Limited (see Directory for contact details) with their
CSN and FIN numbers.
Investor information
Vista Group’s website at www.vistagroup.co.nz
provides information regarding Vista Group,
its Board, CEO, ELT and businesses.
The Investor Centre section of Vista
Group’s website includes all regular investor
communications and reports, information on
Vista Group’s latest operating and financial results,
dividend payments, news and share price.
Electronic shareholder communication
Shareholders that would like to receive Vista Group
communications and reports electronically can do
this by updating their details with Vista Group’s
share registrar, Link Market Services Limited.
Shareholders can contact Link Market Services
using the contact details included in the Directory.
78
Corporate governance • 79
Financial
statements
Directors’ report
The Board of Directors present the financial statements of
Vista Group for the year ended 31 December 2021 and the
independent auditor’s report thereon.
The directors are responsible, on behalf of the Company,
for presenting these consolidated financial statements
in accordance with applicable New Zealand legislation
and Generally Acceptable Accounting Practices in
New Zealand in order to present consolidated financial
statements that present fairly, in all material respects, the
financial position of Vista Group as at 31 December 2021
and the results of Vista Group’s operations and cash flows
for the year then ended.
For and on behalf of the Board of Directors who approved
these financial statements for issue on 28 February 2022.
Susan Peterson
James Ogden
Chair
Chair Audit and Risk Committee
Income statement
For the year ended 31 December 2021
CONTINUING OPERATIONS
Total revenue
Cost to serve2
Gross profit
Sales and marketing costs
Research and development costs
General and administration costs
Foreign currency (losses) / gains
Total operating expenses2
EBITDA3
Amortisation
Depreciation
Finance costs
Finance income
Share of equity accounted loss from associates and JVs
Other gains and losses
Loss before tax
Taxation benefit
Loss for the year
Loss for the year is attributable to:
Owners of the parent
Non-controlling interests
Loss for the year
SECTION
2.1, 2.2
2.3
2.3
2.3
2.3
2.3
2.2
4.5
4.2, 4.7
4.3
2.3
5.1
2021
NZ$m
98.1
(36.4)
61.7
(9.3)
(22.3)
(23.1)
(0.5)
(55.2)
6.5
(7.8)
(6.1)
(2.0)
0.5
(2.0)
(1.4)
2020
NZ$m
Restated1
87.5
(37.5)
50.0
(9.8)
(18.8)
(33.6)
0.8
(61.4)
(11.4)
(7.3)
(10.4)
(2.2)
0.7
(3.0)
(31.3)
(12.3)
(64.9)
2.4
(9.9)
(9.8)
(0.1)
(9.9)
7.8
(57.1)
(51.8)
(5.3)
(57.1)
Basic and diluted earnings per share (cents)
6.2
($0.04)
($0.24)
1 See section 8.1 for information of restatement of prior period US sales tax obligations.
2 See section 1.2 for information on the reclassification of cost to serve and total operating expenses.
3 EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses” (see section 2.3) and
share of equity accounted results from associates and joint ventures.
80
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 81
Statement of other comprehensive income
For the year ended 31 December 2021
SECTION
Items that may be reclassified subsequently to the income statement1
Translation of foreign operations
Items that will not be reclassified to the income statement
Excess income tax benefit on share-based payments
5.1
Total other comprehensive income / (loss)
Loss for the year
Total comprehensive loss for the year
Total comprehensive loss for the year is attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive loss for the year
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
2021
NZ$m
2.3
0.6
2.9
(9.9)
(7.0)
(7.0)
-
(7.0)
2020
NZ$m
Restated
(2.9)
-
(2.9)
(57.1)
(60.0)
(54.9)
(5.1)
(60.0)
Statement of changes in equity
For the year ended 31 December 2021
ATTRIBUTABLE TO THE OWNERS OF THE PARENT
CONTRIBUTED
EQUITY
RETAINED
EARNINGS
FOREIGN
CURRENCY
RESERVE
SHARE-
BASED
PAYMENT
RESERVE
2021
SECTION
$NZm
$NZm
NZ$m
NZ$m
NON-
CONTROLLING
INTERESTS
TOTAL
EQUITY
NZ$m
NZ$m
TOTAL
NZ$m
Balance at 1 January 2021
126.0
33.1
(0.5)
1.3
159.9
1.9
161.8
Total comprehensive income movement:
Loss for the year
Other comprehensive income2
Total comprehensive income / (loss)
Transactions with owners:
Share-based payments
6.1, 6.5
Distribution on wind-up of subsidiary
-
0.6
0.6
4.7
-
(9.8)
-
(9.8)
-
-
-
2.2
2.2
-
-
-
-
-
0.4
-
(9.8)
2.8
(7.0)
5.1
-
(0.1)
0.1
-
-
(0.1)
(9.9)
2.9
(7.0)
5.1
(0.1)
Balance at 31 December 2021
131.3
23.3
1.7
1.7
158.0
1.8
159.8
2020
Balance at 31 December 2019
Prior period adjustments1
8.1
61.8
-
85.8
(0.9)
Restated balance at 1 January 2020
61.8
84.9
2.6
-
2.6
2.1
-
2.1
Total comprehensive income movement:
Restated loss for the year1
8.1
Other comprehensive (loss) / income2
Total comprehensive loss
Transactions with owners:
Issue of equity
Step acquisitions
6.1
6.1
Share-based payments
6.1, 6.5
Dividends paid
-
-
-
(51.8)
-
-
(3.1)
(51.8)
(3.1)
62.3
0.6
1.3
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(0.8)
-
152.3
(0.9)
151.4
(51.8)
(3.1)
11.2
163.5
-
(0.9)
11.2
162.6
(5.3)
0.2
(57.1)
(2.9)
(54.9)
(5.1)
(60.0)
62.3
0.6
0.5
-
-
(2.8)
-
(1.4)
62.3
(2.2)
0.5
(1.4)
Restated balance at 31 December 2020
126.0
33.1
(0.5)
1.3
159.9
1.9
161.8
1 See section 8.1 for information of restatement of prior period US sales tax obligations.
2 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
82
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 83
Statement of financial position
As at 31 December 2021
CURRENT ASSETS
Cash
Trade and other receivables
Net investment in sublease
Income tax receivable
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Lease assets
Net investment in sublease
Investment in associates and JVs
Goodwill
Other intangible assets
Deferred tax asset
Total non-current assets
Total assets
CURRENT LIABILITIES
Borrowings - related parties
Trade and other payables
Lease liabilities
Deferred revenue
Contingent consideration
Provisions
Income tax payable
Total current liabilities
NON-CURRENT LIABILITIES
Borrowings - external
Lease liabilities
Deferred revenue
Provisions
Deferred tax liability
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Retained earnings
Foreign currency reserve
Share-based payment reserve
Total equity attributable to owners of the parent
Non-controlling interests
Total equity
SECTION
4.1
4.8
4.2
4.7
4.8
4.3
4.4
4.5
5.2
3.2
4.6
4.7
4.9
4.10
3.2
4.7
4.9
4.10
5.2
6.1
6.4
6.5
2021
NZ$m
60.4
36.5
0.5
2.2
99.6
4.0
15.6
2.2
11.6
55.7
39.8
14.6
143.5
243.1
0.6
18.7
4.8
20.5
-
2.8
0.2
47.6
16.2
17.8
0.4
0.4
0.9
35.7
83.3
159.8
131.3
23.3
1.7
1.7
158.0
1.8
159.8
2020
NZ$m
Restated
67.1
38.6
-
1.1
106.8
4.8
20.8
-
13.6
54.7
35.1
16.9
145.9
252.7
-
17.9
3.3
19.0
0.4
3.8
0.4
44.8
18.1
19.7
0.5
0.1
7.7
46.1
90.9
161.8
126.0
33.1
(0.5)
1.3
159.9
1.9
161.8
Statement of cashflows
For the year ended 31 December 2021
CASHFLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
COVID-19 related wage subsidies
COVID-19 related tax deferrals
Taxes paid
Interest paid
Net cash inflow from operating activities
CASHFLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Purchase of internally generated software and other intangibles
Interest received
Payment of contingent consideration
Step acquisitions - Maccs and Cinema Intelligence
Net cash applied to investing activities
CASHFLOWS FROM FINANCING ACTIVITIES
Issue of ordinary shares
Lease payments - principal elements
Loan drawdown - ASB
Loan repayment - ASB
Loan drawdown - HSBC PPP
Loan repayment - HSBC PPP
Loan drawdown - related parties
Loan repayment - related parties
Loan establishment fees - ASB
Dividends / liquidation proceeds paid to non-controlling interests
Net cash (outflow) / inflow from financing activities
Net (decrease) / increase in cash
Cash at beginning of year
Foreign exchange differences
Cash at year end
SECTION
2.3
3.1
3.1
4.2
4.5
6.1
4.7
3.2
3.2
3.2
3.2
3.2
2021
NZ$m
105.7
(92.2)
3.1
(2.2)
(1.6)
(1.5)
11.3
(0.9)
(11.9)
0.2
(0.3)
-
(12.9)
-
(3.0)
-
-
-
(2.8)
0.6
-
-
(0.1)
(5.3)
(6.9)
67.1
0.2
60.4
2020
NZ$m
86.6
(90.9)
5.9
4.0
(0.9)
(1.7)
3.0
(1.4)
(12.8)
0.5
-
(3.3)
(17.0)
62.3
(5.6)
31.2
(24.1)
3.2
-
-
(0.9)
(0.2)
(1.4)
64.5
50.5
19.5
(2.9)
67.1
For and on behalf of the Board who approved these financial statements for issue on 28 February 2022.
84
The above statement should be read in conjunction with the accompanying notes.
Susan Peterson
Chair
James Ogden
Chair Audit and Risk Committee
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 85
Notes to the financial statements
1. Basis of preparation
General information
The notes are consolidated into eight sections. Each section contains an introduction which is indicated by the symbol on the
left. The first section outlines general information about Vista Group International Limited (the Company and its subsidiaries,
collectively Vista Group) and guidance on how to navigate through this document.
Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are detailed throughout the document,
where applicable. These policies have been consistently applied to all years presented, unless otherwise stated. Accounting
policies are identified by the symbol above.
Significant accounting judgements and sources of estimation uncertainty
Significant accounting judgements are those judgements that Vista Group makes when applying its accounting policies that may
have a significant effect on amounts that are recognised in these financial statements.
Significant sources of estimation uncertainty relate to assumptions and estimates made at the end of the current reporting year
that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
In applying its accounting policies, Vista Group continually evaluates judgements and estimates based on experience and other
factors, including expectations of future events that may have an impact on Vista Group. All judgements and estimates made are
believed to be reasonable, based on the most current set of circumstances available to Vista Group. Actual results may differ from
the judgements and estimates applied.
Significant accounting judgements and estimates made by Vista Group in the preparation of these financial statements are
outlined within the following financial statement notes:
Section 2.1
Revenue provisioning
Section 2.3
Recognition of government grants
Section 4.1
Expected credit loss (ECL) provisioning
Section 4.4
Impairment testing of goodwill
Section 4.5
Capitalisation of development costs
Section 5.2
Recognition of deferred tax assets
Impairment testing of internally generated software is no longer classified as a significant accounting estimate in the current year,
as Vista Group believe the risk of a material adjustment to the carrying amount occurring in the next financial year to be low.
Impairment testing of Vista China is no longer classified as a significant accounting estimate in the current year, as no impairment
review was required to be performed.
1.1 General information
These financial statements are for Vista Group which is a company incorporated and domiciled in New Zealand, and whose
shares are publicly traded on the New Zealand Stock Exchange (NZX) and the Australian Securities Exchange (ASX).
The Company is registered under the Companies Act 1993 and is an FMC reporting entity under Part 7 of the Financial Markets
Conduct Act 2013. The financial statements of Vista Group have been prepared in accordance with the requirements of Part 7 of
the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
In accordance with the Financial Markets Conduct Act 2013, because financial statements are prepared and presented for Vista
Group, separate financial statements for the Company are not presented.
The principal activity of Vista Group is the sale, support and associated development of software for the film industry. These
financial statements were approved by the Board on 28 February 2022.
1.2 Summary of significant accounting policies
Basis of preparation
The financial statements of Vista Group have been prepared in accordance with Generally Accepted Accounting Practice in New
Zealand (NZ GAAP). Vista Group is a for-profit entity for the purposes of complying with NZ GAAP. The financial statements
comply with New Zealand equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand financial
reporting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also
comply with International Financial Reporting Standards (IFRS) and interpretations issued by the IFRS Interpretations Committee
(IFRS IC) applicable to companies reporting under IFRS.
The financial statements have been prepared at historical cost, except for contingent consideration which is measured at fair
value.
Representation of these financial statements
Reclassifications from the presentation in the 2020 Annual Report have been made for total revenue within section 2.1, total
operating expenses within the income statement and section 2.3, and the segmental analysis in section 2.2. These reclassifications
have been made to better represent the nature of the revenue and costs of a SaaS business; how key performance indicators
are measured; and to allow for improved comparability. There is no change in the total revenue or total operating expenses
recognised for the 2020 year.
Segment disclosures for the prior comparative year for the Cinema and Corporate segments has been reclassified to include the
$2.2m (2020: $1.5m) maintenance revenues from Vista China (an associate company) within the Cinema segment. This represents
a change in the definition of these segments.
The prior year comparatives are also restated to include the material US sales tax obligations that were identified in the 2021
economic nexus sales tax study, which was completed in the second half of 2021. See section 8.1 for more details.
Basis of consolidation
Vista Group’s financial statements consolidate those of the Company and its subsidiaries as at 31 December 2021. A subsidiary is
an entity over which Vista Group has control. Control is achieved when Vista Group is exposed, or has rights, to variable returns
from its involvement with the investee and has the ability to affect those returns through its power to direct the activities of the
investee.
Consolidation of a subsidiary begins when Vista Group obtains control over the subsidiary and ceases when Vista Group loses
control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included within
the income statement from the date Vista Group gains control until the date Vista Group ceases to control the subsidiary.
All subsidiaries have a reporting date of 31 December. In preparing the financial statements, all inter-entity balances and
transactions, and unrealised profits and losses, arising within the consolidated entity have been eliminated in full. A change in the
ownership interest of a subsidiary without a loss of control is accounted for as an equity transaction.
Non-controlling interests, presented as part of equity, represent the portion of a subsidiary’s profit or loss and net assets that is
not held by Vista Group. Vista Group attributes total comprehensive income to the Company and the non-controlling interests
based on their ownership interests.
Vista Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity
owners of the group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and
non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment
to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable
to the owners of the Company.
New accounting standards
There are no new or amended standards and interpretations which have been adopted in the year ended 31 December 2021 that
have a material impact on Vista Group.
Following the publication of the IFRS IC agenda decision on Configuration or Customisation costs in a Cloud Computing
Arrangement in March 2021, Vista Group has considered and concluded that there is no change of accounting policy required.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021
reporting year and have not been early adopted by Vista Group. These standards are not expected to have a material impact on
Vista Group in the current or future reporting years, or on foreseeable future transactions.
86
Notes to the financial statements • 87
2. Financial performance
This section outlines further details of Vista Group’s financial performance by building on information presented in the income
statement.
Revenue process and policy
The following details Vista Group’s new approach to categorising revenue:
REVENUE
CATEGORY
REVENUE TYPE
SEGMENT
DESCRIPTION
2.1 Revenue
Vista Group recognises revenue when performance obligations have been settled. A performance obligation is settled when the
customer has received all the benefits associated with the performance obligation.
SaaS revenue
Recurring
revenue
Vista recurring
subscriptions
– annual fee
Vista Cinema
Revenue by category
SaaS revenue
Non-SaaS revenue
Recurring revenue
Perpetual software
Hardware
Services & development - one off
Other revenue
Non-recurring revenue
Total revenue1
2021
2020
NZ$m
27.8
53.6
81.4
5.4
1.5
9.5
0.3
16.7
98.1
%
83%
17%
100%
NZ$m
23.9
41.6
65.5
6.2
3.3
11.9
0.6
22.0
87.5
%
75%
25%
100%
1 See section 1.2 for information on the reclassification of total revenue. No individual customer exceeded 10% of revenue in either the current or prior comparative year.
Non-GAAP financial measures
Recurring and non-recurring revenues are non-GAAP financial measures that the Chief Operating Decision Maker (CODM) uses to
help evaluate the financial performance of Vista Group and its operating segments. Recurring revenue is the portion of revenues
that are expected to give rise to recurring cash receipts that will continue until the service is cancelled. Unlike non-recurring
revenues, these revenues are predictable, stable and can be expected to occur at regular intervals going forward with a relatively
high degree of certainty.
SaaS revenues are those derived from subscription-based cloud-hosted software, with the software located on externally
provided servers.
Non-SaaS revenues are those derived from recurring revenue streams that are not cloud-hosted software.
Vista recurring
subscriptions
– variable fee
Vista Cinema
Movio Cinema
– annual fee
Movio
Movio Cinema
– variable fee
Movio
Movio Research
– platform fee
Movio
Maccs platforms
– annual fee
AGC (Maccs)
Maccs platforms
– variable fee
AGC (Maccs)
Numero platform
AGC (Numero)
TIMING OF REVENUE
RECOGNITION
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
contract term.
Point in time - Variable
fees recognised at the
end of each month once
usage-based quantities
are known.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Point in time - Variable
license revenue is
recognised at the end
of each month once
usage-based quantities
are known.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
A subscription for the
right to access the Vista
Cinema cloud-hosted
software.
Variable revenue based
on the number of tickets
sold.
Movio Cinema
cloud-hosted data,
marketing and analytics
platform. Customers
are charged an annual
access fee to the
platform plus a variable
component (see below).
Variable revenue based
on the number of active
members managed
and the number of
promotional messages
sent during a given
period.
Movio Research
cloud-hosted data,
marketing and analytics
platform.
A subscription for
the right to access
the Maccs platforms,
including Maccs Box,
DCHub and Theatrical
Distribution Services.
Variable revenue based
on the use of Maccs
platforms, including
Maccs Box, DCHub and
Theatrical Distribution
Services.
Point in time - Variable
license revenue is
recognised at the end
of each month once
usage-based quantities
are known.
A subscription for the
right to access cloud-
hosted regular box office
reporting.
Over time - Platform
access is recognised
over time as benefits are
simultaneously received
and consumed.
88
Notes to the financial statements • 89
REVENUE
CATEGORY
Non-SaaS
revenue
Recurring
revenue
REVENUE TYPE
SEGMENT
DESCRIPTION
On-premise subscription
fees
Vista Cinema
Maintenance
Vista Cinema / AGC
(Maccs & Numero)
A subscription for the
right to access on-
premise software (i.e.
not hosted on the cloud).
This service includes the
right to basic support
and any enhancements
or upgrades in the
software.
Basic support and
any enhancements or
upgrade to the software.
Services & development
- recurring
Vista Cinema / Movio /
AGC (Maccs)
Annually committed
bespoke development of
software.
TIMING OF REVENUE
RECOGNITION
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
subscription term.
Over time - Benefits are
simultaneously received
and consumed; revenue
is recognised over the
maintenance term.
Over time - Recognised
when the service
or development is
complete or on a stage of
completion basis.
Showtimes platform
AGC (Powster)
Website and marketing
platform for feature
films, incorporating
Showtimes data.
Point in time - Recognised
when the platform is
made available to the
customer.
Non-recurring
revenue
Perpetual software
Vista Cinema / AGC
(Maccs)
Perpetual ERP software
license targeted at larger
cinema circuits.
Movio Media
– targeted campaigns
Movio
Website development
AGC (Powster)
Services & development
– one off
Vista Cinema / Movio /
AGC (Maccs)
Hardware
Vista Cinema
Targeted marketing
campaigns, digital
advertising and reports.
Creation of websites for
new films about to be
released.
Fees charged for one
off value-add services,
implementation
services and bespoke
development of
software.
Revenue from the one-
off sale of hardware.
Point in time - Recognised
at the point in time
when the software goes
live, which is when the
customer can benefit
from using the software.
Point in time - Revenue
is recognised when the
campaigns and reports
are completed.
Point in time - Recognised
when the website has
been delivered to the
customer.
Over time - Recognised
when the service
or development is
complete or on a stage of
completion basis.
Point in time - Recognised
at a point in time when
delivery has been made.
Revenue provisioning (significant judgement / estimate)
As a result of the COVID-19 pandemic, there has been an increased risk that Vista Group is not able to recover all amounts
billed due to the financial distress of its customers. As NZ IFRS 15 Revenue from Contracts with Customers only permits revenue
to be recognised when it is probable that Vista Group will collect the consideration, significant judgement has been applied with
revenue recognised after 1 March 2020 (the month that COVID-19 pandemic forced worldwide cinema closures).
Judgements made when provisioning for revenue include:
• Concession discounts: Many of Vista Group’s core customers are located in regions which have been affected by the COVID-19
pandemic (such as North America, Europe and Asia), where the majority of cinemas were closed during 2020 and the first
quarter of 2021. To ensure timely payment, or to facilitate support to customers, Vista Group granted concessions to payment
terms or discounts to recurring fees. Vista Group has worked closely with its customer base to provide appropriate relief,
whilst seeking to reserve its position in respect of amounts contractually owed.
Concession discounts are recognised as a reduction to revenue when they have been agreed, or where the customer has
a reasonable expectation of being entitled to a discount. At 31 December 2021, Vista Group has applied judgement when
determining the customers who have a reasonable expectation to receive a concession discount.
For agreed concession discounts, a reduction in revenue and trade receivables were recognised throughout the year. For
expected concession discounts, a reduction in revenue was recognised with a corresponding recognition of a concession
discount provision, as presented in section 4.1.
• Credit risk provision (core businesses): Vista Group applied judgement by classifying all revenues recognised after 1 March 2020
as ‘variable consideration’, meaning that only the estimated consideration that will be received is permitted to be recognised
as revenue. This judgement was made because on average the amount of consideration that Vista Group ultimately expects to
collect will be less than the price stated in the contract.
Such revenue provisioning estimates require significant judgement, with any under/over estimation in the consideration
received being recognised as an adjustment to revenue in a subsequent reporting period. In doing this, Vista Group assesses
each of its customers for any known risk that may impact the ability to collect the associated consideration and their ability to
pay the amounts invoiced. Where these facts are known, judgement has been applied to assess the amount that is likely to be
collected.
At 1 July 2021, Vista Group determined the health of the cinema industry had improved, with the risk of worldwide
closures being considered less likely. Accordingly, Vista Group determined revenue would cease being treated as ‘variable
consideration’, with any risk of default being encompassed in the expected credit loss provision (recognised as an expense
on the income statement). The only exception being where revenue is recognised for customers who are deemed to be a
liquidation risk.
For revenues recognised between 1 March 2020 and 30 June 2021, a credit risk provision will remain being calculated as a
reduction in revenue and trade receivables (as presented in section 4.1) until all associated invoices have been cleared.
• Credit risk provision (Additional Group Companies): Customers in this segment are predominantly studios, each of whom have
more diversified revenues (i.e. video on demand, television etc.). These customers predominantly settled their invoices during
the COVID-19 pandemic and were not anticipated to have the same level of collectability issues. Accordingly, only minimal
provisioning has been required on a customer-by-customer basis (within the specific provision).
See section 4.1 for further details of the revenue provisions at 31 December 2021, including how these provisions add to the
expected credit loss (ECL) provisions to show the proportion of total provisions against trade receivables and accrued revenues. A
sensitivity analysis of credit risk is also available in section 4.1.
90
Notes to the financial statements • 91
2.2 Operating segments
Operating segment performance
Vista Group operates in the vertical cinema/film market via the following three reportable segments and a corporate segment.
• Cinema segment: Software associated with cinema management via the Vista software suite of products, plus the cloud-
based Veezi product for smaller scale cinemas. This segment also includes movieXchange and Share Dimension B.V. (Cinema
Intelligence). This segment now includes maintenance revenues from Vista China (an associate company), and the prior
comparative year has been reclassified accordingly.
• Movio segment: Includes the Movio Cinema and Movio Media products, both of which provide data analytics and campaign
management.
• Additional Group Companies segment (AGC): An aggregation of Maccs, Powster, Flicks and Numero. None of these businesses
individually exceed the 10% threshold for segment revenue or profitability that would require separate disclosure under
NZ IFRS 8 Operating Segments.
• Corporate segment: The shared services functions associated with Vista Group, being legal, finance and senior management.
The prior comparative year has been reclassified as maintenance revenues from Vista China (an associate company) is now
recognised in the Cinema segment.
The Chief Executive and Board of Vista Group are collectively considered to be the CODM in terms of NZ IFRS 8. These segments
have been defined based on the reports regularly reviewed by the CODM to make strategic decisions.
Revenue by domicile of entity
Vista Group recognises revenue within entities across several jurisdictions. Revenue is allocated to geographical regions based on
where the sale is recorded by each operating entity within Vista Group. Independent resellers are used to promote Vista Group’s
products in multiple jurisdictions. The revenues recognised via these independent resellers are not allocated geographically,
rather they are shown within the New Zealand and United Kingdom jurisdictions based on the location of the transacting Vista
Group entity.
New Zealand
United States
United Kingdom
Mexico
Other1
Total revenue
1 The other category includes entities in Australia, Brazil, Germany, Malaysia, Netherlands, Romania and South Africa.
Non-current assets by domicile of entity
Non-current operating assets2 by location of the reporting entity are presented in the following table.
New Zealand
United States
United Kingdom
Mexico
Other1
Non-current assets2
2021
NZ$m
17.7
32.6
29.0
9.3
9.5
98.1
2021
NZ$m
62.1
18.2
11.6
11.5
13.9
2020
NZ$m
17.7
29.4
24.8
5.9
9.7
87.5
2020
NZ$m
59.6
21.4
10.0
10.8
13.6
117.3
115.4
2021
SaaS revenue
Non-SaaS revenue
Recurring revenue
Non-recurring revenue
Total revenue
Cost to serve
Gross profit
Gross profit %2
Sales and marketing costs1
Research and development costs1
General and administration costs1
ECL credit
Foreign currency (losses) / gains
EBITDA2
EBITDA margin2
2020
SaaS revenue
Non-SaaS revenue
Recurring revenue
Non-recurring revenue
Total revenue
Cost to serve
Gross profit
Gross profit %2
Sales and marketing costs1
Research and development costs1
General and administration costs1
ECL expense
Foreign currency gains / (losses)
EBITDA2
EBITDA margin2
CINEMA1
NZ$m
MOVIO
NZ$m
AGC
CORPORATE1
NZ$m
NZ$m
8.9
44.3
53.2
13.3
66.5
(25.5)
41.0
62%
(5.2)
(15.7)
(8.4)
2.8
(0.7)
13.8
21%
6.8
33.8
40.6
17.7
58.3
(26.6)
31.7
54%
(6.7)
(12.5)
(10.1)
(6.2)
1.3
(2.5)
-4%
14.0
0.4
14.4
0.7
15.1
(5.1)
10.0
66%
(2.7)
(3.3)
(2.3)
0.2
0.1
2.0
13%
13.5
-
13.5
1.3
14.8
(5.5)
9.3
63%
(2.3)
(3.0)
(3.2)
(0.6)
(0.3)
(0.1)
-1%
4.9
8.9
13.8
2.7
16.5
(5.8)
10.7
65%
(1.4)
(3.3)
(4.8)
0.1
-
1.3
8%
3.6
7.8
11.4
3.0
14.4
(5.4)
9.0
63%
(0.8)
(3.3)
(5.0)
(0.1)
(0.1)
(0.3)
-2%
-
-
-
-
-
-
-
-
-
(10.7)
-
0.1
(10.6)
-
-
-
-
-
-
-
-
-
(8.4)
-
(0.1)
(8.5)
% OF
REVENUE
37%
9%
23%
27%
43%
11%
21%
31%
TOTAL
NZ$m
27.8
53.6
81.4
16.7
98.1
(36.4)
61.7
63%
(9.3)
(22.3)
(26.2)
3.1
(0.5)
6.5
7%
23.9
41.6
65.5
22.0
87.5
(37.5)
50.0
57%
(9.8)
(18.8)
(26.7)
(6.9)
0.8
(11.4)
-13%
1 The other category includes entities in Australia, Brazil, Germany, Malaysia, Netherlands, Romania and South Africa.
2 As required by NZ IFRS 8, non-current operating assets in the table above excludes deferred tax assets and investments in associates and joint ventures
1 See section 1.2 for information on the reclassification of the various operating expenditure lines and the segmental reclassification of Vista China maintenance revenue.
2 EBITDA is defined in the non-GAAP financial measures section on the following page. Gross profit % and EBITDA margin are calculated as gross margin over total revenue
and EBITDA over total revenue, respectively.
92
Notes to the financial statements • 93
Non-GAAP financial measures
Personnel costs
EBITDA is a non-GAAP financial measure that the CODM uses to evaluate the financial performance of Vista Group and its
operating segments, because it closely correlates to operating cashflows. It is defined as earnings before net finance costs,
income tax, depreciation, amortisation, “other gains and losses” (see section 2.3) and share of equity accounted results from
associates and joint ventures. A reconciliation is provided on the income statement.
2.3 Expenses and other income
Reclassification of expenses on the income statement
Accruals for personnel costs, including non-monetary benefits, commissions and annual leave expected to be settled within 12
months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the
amounts expected to be paid using the remuneration rate expected to apply at the time of settlement, on an undiscounted basis.
Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
Vista Group has pension obligations in respect of various defined contribution plans. Vista Group pays contributions to publicly
or privately administered pension insurance plans on a mandatory or contractual basis. Vista Group has no further payment
obligations once the contributions have been paid. The contributions are recognised as an employee entitlement expense when
they are due.
Costs to serve are the direct costs incurred in deriving Vista Group’s revenue. Examples of such costs include hosting, technical
staff, transaction fees and the cost of hardware.
Other gains and losses
Sales and marketing costs are those costs incurred by Vista Group in directly selling or marketing its products, including
associated personnel costs, sales commissions, trade shows and customer conferences. This measure is calculated differently
to prior reported years, where a significant portion of personnel costs were classified as part of the ‘administration expense’
designation.
Research and development costs include staffing and supplier costs directly associated with the researching, developing and
maintaining Vista Group’s software platforms. These costs are net of development costs which meet the criteria of being
capitalised as an intangible asset.
General and administration costs are the overhead costs incurred by Vista Group that are not directly associated with costs to
serve, sales and marketing costs, or research and development costs. Amortisation and depreciation are separated from this
category to improve a reader’s understanding of the financial statements.
See section 1.2 for information on the reclassification of the various operating expenditure lines.
Total cost to serve and operating expenses
The table below provides a breakdown of the various types of expenditure incurred within ‘cost to serve’ and
‘operating expenses’.
Direct cost of sales (excl. hardware and personnel)
Hardware cost of sales1
Personnel costs
Share-based payment expense
Defined contribution plans and employee insurances
Capitalised development
Government grants
Computer equipment and software
Marketing costs
Travel related costs
ECL (credit) / expense
Bad debt expense
Foreign currency gains / (losses)
Auditor's remuneration
Other operating expenses
Total cost to serve and operating expenses
1 Hardware cost of sales solely relate to the Cinema segment.
SECTION
6.5
4.5
4.1
4.1
2021
NZ$m
11.2
1.3
68.0
5.2
6.7
(12.6)
(5.2)
3.2
1.1
1.1
(3.1)
0.7
0.5
0.5
13.0
91.6
2020
NZ$m
11.0
3.0
69.4
0.5
7.1
(12.8)
(8.5)
3.8
2.6
1.2
6.9
1.0
(0.8)
0.5
14.0
98.9
‘Other gains and losses’ are excluded from operating expenses and EBITDA because they result from non-cash activities, or are
not derived in the ordinary course of business. They have been disclosed separately in order to improve a reader’s understanding
of the financial statements.
Acquisition expenses
Impairment charges
Restructuring costs
Sales tax expense
Total other gains and losses
SECTION
8.1
2021
NZ$m
-
(0.7)
-
(0.7)
(1.4)
2020
NZ$m
(0.2)
(28.4)
(2.1)
(0.6)
(31.3)
Vista Group completed a US sales tax economic nexus study in 2021 which revealed sales taxes should have been charged to
US-based customers (see sections 4.10 and 8.1 for further details). The associated cost is considered one-off and exceptional in
nature, as it would not have been incurred if Vista Group collected the taxes from the customers.
Impairment charges in 2021 relate to the subleased premises in Los Angeles, where the amount being received is less than the
cost negotiated prior to the COVID-19 pandemic (see section 4.8). This impairment charge is attributable to the Cinema segment.
Impairment charges in 2020 were a reduction of $11.6m to goodwill, $1.8m to intangible assets, $1.3m investment in Stardust and
$13.7m investment in Vista China. Impairment charges relating to goodwill and investments in associates are attributable to the
Corporate segment. Impairment charges relating to the investment in Vista China is attributable to the Cinema segment. Of the
impairment charges relating to intangible assets, $1.2m related to Cinema, $0.4m related to Movio and $0.2m related to the AGC
segments.
In June 2020, Vista Group announced it had begun consultation with its New Zealand and United Kingdom based staff around
a proposed new structure for its core businesses (Vista Cinema, Movio and the Corporate segments). This consultation period
concluded in July 2020.
94
Notes to the financial statements • 95
Auditor’s remuneration included in administration costs
Audit of financial statements
Audit and review of financial statements - PwC
Total audit fees
2021
NZ$m
0.5
0.5
2020
NZ$m
0.5
0.5
Vista Group engaged PwC to perform non-audit services relating to:
• Assurances services: Relating to a review of R&D growth grants $nil (2020: $15k).
• Advisory services: Tax advisory relating to long-term employee incentive schemes and CEO remuneration benchmarking $22k
(2020: $89k).
Fees paid to other audit firms for the audit of local subsidiary financial statements was less than $0.1m (2020: less than $0.1m).
The non-audit services provided by these firms totalled $0.4m, and were all provided to Vista Group entities not audited by these
firms (2020: less than $0.1m).
Government grants (significant judgement / estimate)
Government grants are recognised when there is reasonable assurance that the grant will be received and all attached conditions
will be complied with. Government grants are recognised in the income statement within operating expenses on a systematic basis
over the periods in which Vista Group recognises the related costs that the grants are intended to compensate. Grants relating to
capitalised development are included within the cost of the developed intangible asset recognised.
Total government grants recognised in the income statement during the year were $5.2m (2020: $8.5m). The cash amount of
grants received during the year was $3.1m. Details of these grants are as follows:
• HSBC PPP loan: In 2020, Vista Group entered into a US$2.0m loan arrangement with HSBC as part of the US Government
paycheck protection program (PPP). This loan was a US Government designed incentive for businesses impacted by the
COVID-19 pandemic to keep staff employed. Vista Group was entitled to apply for this loan to be forgiven if all employees were
kept on the payroll for at least eight weeks and the money was used for payroll, rent, mortgage interest, or utilities.
Forgiveness of this loan was obtained in 2021. Accordingly, the NZ$2.8m loan was de-recognised in 2021 with the associated
credit being classified as a government grant within other income.
• Wage subsidies: Vista Group received $0.3m of wage subsidies during the year from various governments (2020: $5.9m) which
has been fully recognised in the income statement in the year they were received. The purpose of these subsidies was to help
incentivise businesses to retain as many employees as possible.
• Research & development grants: Vista Group enrolled to receive the New Zealand Research & Development Tax Incentive
(RDTI) during the year. Vista Group believes it is entitled to this grant and has fulfilled the conditions, however the application
is yet to be made and it also needs to be reviewed by the government departments administering the schemes. At 31 December
2021, Vista Group applied judgement by accruing $2.3m, which represents the amount Vista Group are reasonably assured will
be received. Of this amount, $2.1m has been recognised as a government grant in the income statement, and $0.2m has been
recognised as an offset to capitalised development in the statement of financial position.
In the prior year, Vista Group recognised $2.6m of grants from Callaghan Innovation in New Zealand (Callaghan) and Ministry
of Economic Affairs (WBSO) in Netherlands to assist with research and development.
3. Cash flows and borrowings
This section outlines further details of Vista Group’s cash flows and liquidity.
3.1 Cash flows
Reconciliation of net profit to operating cash flows
Loss for the year
Non-cash items:
Amortisation
Depreciation
Impairment charges
Share-based payment expense
Deferred tax expense
Non-cash finance charges
Share of equity accounted loss from associates and JVs
Unrealised foreign currency gains
ECL (credit) / expense
Movement in revenue provision - concession discounts
Movement in revenue provision - credit risk
Movement in other provisions
Net non-cash items
Movements in working capital:
Increase in related party trade and other payables
SECTION
4.5
4.2, 4.7
2.3
6.5
5.1
4.3
2.3
4.1
4.1
4.10
Decrease / (increase) in related party trade and other receivables, net of deferred revenue
(Decrease) / increase in trade and other payables
Decrease / (increase) in trade and other receivables, net of deferred revenue
Increase in net taxation receivable
Net change in working capital
Net cash inflow from operating activities
COVID-19 pandemic related tax deferrals
2021
NZ$m
(9.9)
7.8
6.1
0.7
5.2
(3.9)
-
2.0
1.5
(3.1)
(4.1)
2.7
(0.7)
14.2
0.5
1.8
(0.9)
7.2
(1.6)
7.0
11.3
2020
NZ$m
Restated
(57.1)
7.3
10.4
28.4
0.5
(8.3)
0.5
3.0
(0.8)
6.9
5.7
6.3
1.9
61.8
0.6
(0.6)
4.9
(6.6)
-
(1.7)
3.0
To enable the reader to better understand the composition of the net cash inflow from operating activities on the statement of
cash flows, the following items have been disaggregated from cash payments to suppliers and cash taxes paid.
Government assistance - NZ PAYE tax deferral
Government assistance - NZ loss carry back scheme
COVID-19 related tax deferrals
Vista Group repaid all PAYE tax deferrals in 2021 that were provided by the NZ Government.
2021
NZ$m
(2.2)
-
(2.2)
2020
NZ$m
2.2
1.8
4.0
96
Notes to the financial statements • 97
3.2 Borrowings
4. Assets and liabilities
Borrowings are initially recognised at fair value less directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest method. Borrowing costs are expensed as incurred.
This section outlines further details of Vista Group’s financial performance by building on information presented in the statement
of financial position.
Carrying amount of borrowings
Balance at 1 January
Repayments during the year
Drawdowns during the year
PPP loan forgiveness during the year
Movement in foreign exchange
Total borrowings at year end
Represented by:
Borrowings - external
Borrowings - related parties
Total borrowings at year end
Summary of debt facilities
2021
NZ$m
18.1
-
0.6
(2.8)
0.9
16.8
16.2
0.6
16.8
2020
NZ$m
10.9
(24.1)
34.4
-
(3.1)
18.1
18.1
-
18.1
4.1 Trade and other receivables
Carrying amount of trade and other receivables
Trade receivables
Accrued revenues
Revenue provision - concession discount
Revenue provision - credit risk
ECL provision
Sundry receivables
Prepayments
Vista China acquisition deposit
Total trade and other receivables
Trade receivables
SECTION
2.1
2.1
2021
NZ$m
38.9
4.6
(1.4)
(8.9)
(4.6)
4.2
3.3
0.4
36.5
2020
NZ$m
47.5
5.9
(5.5)
(6.2)
(7.7)
1.7
2.5
0.4
38.6
FACILITY PROVIDER
REASON FOR LOAN
EXPIRY DATE
INTEREST RATE
DEBT DRAWN (NZ$m)
CURRENT
LIMIT (NZ$m)
2021
2020
2021
2020
Included within trade receivables in 2020 is a receivable from Vista China of $1.8m (current year: $nil), see section 8.2 for further
details of Vista China related party transactions.
Jan 2023
52.0
1.57%
1.40%
16.2
15.4
Accrued revenues
Accrued revenues are contract assets related to revenue that are recognised on customer contracts where Vista Group’s
performance obligations have been fully satisfied, but billing is not contractually due until a subsequent date.
The movement in accrued revenues during the year was as follows:
ASB - revolving credit
General commercial /
Future acquisitions /
SaaS project
ASB - overdraft
Working capital
On demand
HSBC - PPP loan
Working capital
Repaid
Related parties
Working capital
On demand
Total borrowings at year end
2.0
-
0.6
54.6
4.78%
-
4.00%
4.59%
1.00%
-
-
-
0.6
-
2.7
-
A line fee of 1.0% is also paid on the credit limit of the ASB revolving credit facility.
ASB facilities are secured by an interest in Vista Group’s tangible assets. Agreed covenants include:
• Gearing ratio of not greater than 2.5 times.
• Interest cover of equal or greater than 3.0 times.
• A rolling 12 month normalised EBITDA of the charging group not being less than 50% of Vista Group at 31 December 2020; 60%
at 30 June 2021; 70% at 31 December 2021; and 80% from 31 March 2022.
Vista Group has been compliant with all ASB covenants for both the current and prior reporting years. Vista Group has no reason
to believe that it will not be compliant with these covenants for at least the next 12 months.
The HSBC PPP loan was forgiven during the current year. See section 2.3 for more details.
The related party loan has been provided by the co-shareholder of Powster which is unsecured, incurs interest at 4% per annum
and is repayable on demand.
16.8
18.1
Balance at 1 January
Amounts included in opening balance released in the current year
Additional accrued revenues recognised during the year
Exchange movements
Accrued revenues at year end
ECL provisioning (significant judgement / estimate)
2021
NZ$m
5.9
(5.0)
3.5
0.2
4.6
2020
NZ$m
13.2
(10.3)
3.0
-
5.9
For trade receivables and accrued revenues, Vista Group applies the simplified approach permitted by NZ IFRS 9 Financial
Instruments, which requires expected lifetime losses to be recognised from initial recognition of the receivables.
Trade receivables and accrued revenues are written off when there is no reasonable expectation of recovery. Indicators that there
is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with Vista
Group and a failure to make contractual payments for a period of greater than 180 days past due.
98
Notes to the financial statements • 99
To measure ECL, trade receivables and accrued revenues have been grouped and reviewed based on the number of days past
due. The ECL has been calculated by considering the impact of the following characteristics:
• The baseline characteristic considers the age of each invoice and applying an increasing ECL estimate as the trade receivable
ages.
• The aging and write off characteristics consider the history of write off related to the specific customer and the relative size of
aged debt to current debt. If the trade receivable aged over 180 days makes up more than 45% of the total trade receivable for
a specific customer, a further provision for ECL is added.
• The country, customer and market characteristics consider the relative risk related to the country and / or region within
which the customer resides and assesses the financial strength of the customer and the market position that Vista Group has
achieved within that market.
The COVID-19 pandemic has resulted in a significant level of risk that Vista Group is not able to recover all trade receivables and
accrued revenues due to its customers’ financial distress, including where those customers suffer insolvency. Accordingly, Vista
Group applied additional judgement in determining the ECL provision at 31 December 2021.
• Specific provision: All customer invoices and accrued revenues have been reviewed with a specific provision made for
customers that are known to have liquidity / solvency issues, or where the debt is older than 180 days.
At 31 December 2021, Vista Group applied judgement by including a 10% insolvency risk for all Cinema or Movio segment
customers. This percentage has been reduced from the 15% rate applied at 31 December 2020, as the outlook for our
customers has improved with circa 87% of global cinemas now open and Hollywood movie content now being released. Vista
Group has also noted the number of customers being forced into chapter 11 bankruptcy, or liquidation, appears to be lower
than industry experts reported may eventuate.
• General provision: Vista Group applies an ECL matrix to its trade receivables and accrued revenues to determine its general
ECL provision. This matrix was prepared using historical loss rates, updated to also include both the current and future
economic environment (both of which are largely unknown).
To avoid double counting, the specific and general ECL provisions are calculated after deducting the associated amount
recognised as a revenue provision (see section 2.1 for more details).
The movement in the ECL provision during the year was as follows:
Balance at 1 January
Bad debts written off
Change in provision
ECL provision at year end
2021
NZ$m
7.7
(0.7)
(2.4)
4.6
The table below illustrates how the carrying value of the ECL has been derived:
2021
Net trade receivables and accrued revenues1
Baseline
Aging, write offs and collection
Country, customer and market
ECL - general provision
ECL - specific provision
Total ECL provision
0-90 DAYS
NZ$m
25.4
0.5
-
0.1
0.6
1.9
2.5
91-180
DAYS
NZ$m
181-270
DAYS
NZ$m
271-360
DAYS
361+ DAYS
NZ$m
NZ$m
4.0
0.1
-
-
0.1
0.5
0.6
1.3
0.1
-
-
0.1
0.1
0.2
1.1
0.1
-
-
0.1
-
0.1
1.8
-
0.1
-
0.1
1.1
1.2
2020
NZ$m
1.2
(1.0)
7.5
7.7
TOTAL
NZ$m
33.6
0.8
0.1
0.1
1.0
3.6
4.6
General provision effective rate
2.4%
2.5%
7.7%
9.1%
5.6%
3.0%
1 Net trade receivables and accrued revenue includes the impact of concession discounts and credit risk provisioning.
2020
Net trade receivables and accrued revenues1
Baseline
Aging, write offs and collection
Country, customer and market
ECL - general provision
ECL - specific provision
Total ECL provision
0-90 DAYS
NZ$m
25.8
0.2
2.3
0.1
2.6
0.1
2.7
91-180
DAYS
NZ$m
181-270
DAYS
NZ$m
271-360
DAYS
361+ DAYS
NZ$m
NZ$m
6.8
0.1
0.4
-
0.5
-
0.5
4.3
0.1
0.2
-
0.3
0.2
0.5
2.9
0.1
0.3
-
0.4
1.7
2.1
TOTAL
NZ$m
41.7
0.5
3.2
0.1
3.8
3.9
7.7
9.1%
1.9
-
-
-
-
1.9
1.9
-
General provision effective rate
10.1%
7.4%
7.0%
13.8%
1 Net trade receivables and accrued revenue includes the impact of concession discounts and credit risk provisioning.
Total revenue and ECL provisioning
The below table highlights the proportion of total provisioning made against trade receivables and accrued revenues. Vista Group
believe that cumulative ECL and revenue provisions of 34.3% was a reasonable level to provide against trade receivables and
accrued revenues in such an uncertain time.
Trade receivables and accrued revenues
Revenue provision - concession discount
Revenue provision - credit risk
ECL provision
Total provisioning
2021
NZ$m
43.5
1.4
8.9
4.6
14.9
2020
NZ$m
53.4
5.5
6.2
7.7
19.4
Total provisioning effective rate
34.3%
36.3%
One of the key judgements was that 10% of core business receivables may not be collectible. The following illustrates the
sensitivity of this judgement.
2021
Revenue provision - concession discount
Revenue provision - credit risk
ECL provision
Total provisioning of trade receivables and accrued revenues
Total provisioning effective rate
5% JUDGEMENT
10% JUDGEMENT
15% JUDGEMENT
NZ$m
NZ$m
NZ$m
1.4
8.7
3.7
13.8
31.7%
1.4
8.9
4.6
14.9
34.3%
1.4
9.1
5.5
16.0
36.8%
100
Notes to the financial statements • 101
4.2 Property, plant and equipment
4.3 Investment in associates and joint ventures
Property, plant and equipment are measured at cost less accumulated depreciation and impairment charges. Cost includes
expenditure that is directly attributable to the acquisition of the asset.
Associates are entities which Vista Group has significant influence but not control or joint control. This is generally the case where
Vista Group holds between 20% and 50% of the voting rights.
Depreciation on assets is charged on a straight-line basis to allocate the differences between their original cost and the residual
values over their estimated useful lives, as follows:
Joint ventures are entities which Vista Group has a joint arrangement where two or more of the parties have joint control of the
arrangement and have rights to the net assets of the arrangement.
• Fixtures and fittings
7 to 10 years, or the term of any associated property lease
• Computer equipment
2 to 5 years
The residual values and useful lives of assets are reviewed and adjusted if appropriate. If an asset’s carrying amount is greater
than its estimated recoverable amount, the carrying amount is immediately written down to its recoverable amount.
Carrying amount of property, plant and equipment
2021
Gross carrying amount
Balance at 1 January
Additions
Disposals
Exchange differences
Balance at year end
Accumulated depreciation
Balance at 1 January
Current year depreciation
Disposals
Exchange differences
Balance at year end
Property, plant and equipment at 31 December 2021
2020
Gross carrying amount
Balance at 1 January
Additions
Disposals
Exchange differences
Balance at year end
Accumulated depreciation
Balance at 1 January
Current year depreciation
Disposals
Exchange differences
Balance at year end
Property, plant and equipment at 31 December 2020
102
FIXTURES & FITTINGS
NZ$m
COMPUTER
EQUIPMENT
NZ$m
6.4
0.1
(1.4)
0.2
5.3
(2.9)
(0.8)
1.4
-
(2.3)
3.0
7.9
0.6
(2.3)
0.2
6.4
(2.3)
(2.7)
2.3
(0.2)
(2.9)
3.5
4.3
0.8
(3.1)
0.3
2.3
(3.0)
(1.1)
3.0
(0.2)
(1.3)
1.0
3.5
0.8
(0.1)
0.1
4.3
(1.8)
(1.1)
0.1
(0.2)
(3.0)
1.3
TOTAL
NZ$m
10.7
0.9
(4.5)
0.5
7.6
(5.9)
(1.9)
4.4
(0.2)
(3.6)
4.0
11.4
1.4
(2.4)
0.3
10.7
(4.1)
(3.8)
2.4
(0.4)
(5.9)
4.8
Investments in both associates and joint ventures are accounted for using the equity method of accounting, after initially being
recognised at cost. Equity accounted results continue to reflect depreciation based on the original cost of the assets.
In the event of loss of control of a subsidiary, resulting in an associate company, the carrying amount of the associate is
recognised initially at fair value. The carrying amount of the investment in an associate is increased or decreased to recognise
Vista Group’s share of the profit or loss and other comprehensive income of the associate after the acquisition date. Dividends
received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
When Vista Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any
other unsecured long-term receivables, Vista Group does not recognise further losses, unless it has incurred obligations or made
payments on behalf of the other entity.
The carrying amount of equity-accounted investments is tested for impairment in accordance with NZ IAS 28 Investments in
Associates and Joint Ventures, where an impairment review is completed at the end of any reporting period if (and only if) there is
objective evidence of impairment. Paragraph 41A of the standard defines the loss events that would trigger an impairment review
in any reporting period.
The financial statements of associates and joint ventures are prepared for the same reporting period as Vista Group. When
necessary, adjustments are made to bring the accounting policies in line with those of Vista Group.
Holdings in associates and joint ventures
The principal associates and joint ventures all have share capital consisting solely of ordinary shares. None of these entities are
considered strategic to Vista Group’s core operations.
NAME OF ENTITY
INVESTMENT TYPE
COUNTRY OF
REGISTRATION
COUNTRY OF BUSINESS
2021
2020
HOLDING PERCENTAGE
Vista Entertainment Solutions
(Shanghai) Limited
Associate
China
China
47.5%
47.5%
Stardust Solutions Limited
Joint Venture
New Zealand
United States
-
43.8%
During the current year, the Board of Stardust resolved to discontinue Stardust’s operations. The carrying value of Stardust in
these financial statements was already nil.
The following disclosures have been reduced from prior years as Vista Group no longer consider Vista China or Stardust to be a
material component of Vista Group’s market capitalisation.
Carrying value of associates and joint ventures
Opening net assets
Loss for the year
Capital contributed by other shareholders
Closing net assets
Vista Group weighted average shareholding
Share of closing net assets
Goodwill
Accumulated impairment charges
Carrying value of associates and JVs at year end
STARDUST
VISTA CHINA
2021
NZ$m
2.6
(2.9)
0.3
-
-
-
-
-
-
2020
NZ$m
2.3
(0.6)
0.9
2.6
48.5%
1.3
-
(1.3)
-
2021
NZ$m
14.9
(4.2)
-
10.7
47.5%
5.1
20.2
(13.7)
2020
NZ$m
20.8
(5.9)
-
14.9
47.5%
7.1
20.2
(13.7)
11.6
13.6
Notes to the financial statements • 103
Share of equity accounted losses
4.4 Goodwill
Loss for the year
Vista Group weighted average shareholding
Vista Group share of equity accounted losses
VISTA CHINA
2021
NZ$m
(4.2)
47.5%
(2.0)
2020
NZ$m
(5.9)
47.5%
(2.8)
The 2020 share of equity accounted losses of $3.0m included $0.2m from Stardust.
Vista Group applies judgement converting Vista China’s results to align with their NZ IFRS accounting policies. In the current
year, this included a 100% ECL provision against the $3.3m (CNY14.3m) shareholder loan Vista China provided to Beijing Weying
Technology Co. Ltd (“Weying”) (see section 8.2). Excluding this judgement, the Vista China loss for the year would have been
$0.9m.
2021 impairment testing of Vista China
At 31 December 2021, Vista Group reviewed its net investment in Vista China for objective evidence of impairment and concluded
this definition was not met. In accordance with NZ IAS 28, no impairment review was performed at 31 December 2021.
2020 impairment testing of Vista China (significant judgement / estimate)
At 30 June 2020, Vista Group reviewed its net investment in Vista China for objective evidence of impairment and concluded this
definition was met due to significant adverse effects in the Chinese cinema industry. For example, all cinemas either had been, or
continued to be, closed for an undetermined period due to the COVID-19 pandemic. This resulted in a decline of Vista China’s
cash inflows and Vista Group expected Vista China to have sustained effects in their medium-term cash inflows as the business
recovered from the pandemic.
Accordingly, an independent valuation of Vista China was prepared by an external valuation expert using a combined discounted
cash flow (DCF) and capitalisation of revenue method. This combined approach represents a fair value less costs to dispose
(FVLCD) methodology which uses level 3 fair value measurements. The key inputs applied by the external valuation expert into
the valuation models were:
• Revenue multiple: a range of 2.0x to 2.5x, based on Vista Group’s historical trading multiples.
• Discount rate applied in DCF: a range of 13.0-16.0%, based on authoritative studies into the rates of return required by venture
capital firms of China-based companies.
• Exit multiple applied in DCF terminal growth: 2.5x, based on the upper end of the revenue multiple range, as by 2030 Vista
China is assumed to be well established in the Chinese market.
• Revenue compound annual growth rate (CAGR) applied in DCF: Between 2019 and 2030, the effective revenue CAGR is 3.5%.
A control discount of 10.0% and selling costs of 2.0% of Vista Group’s 47.5% stake were applied to the valuation.
To be cautious in a time of such uncertainty, Vista Group applied judgement by applying the lower end of the valuation range.
The result of this external valuation was Vista Group’s equity accounted carrying value of Vista China ($28.3m) exceeded its
recoverable amount ($14.6m) by $13.7m and therefore a corresponding impairment charge has been recognised in the income
statement.
2020 impairment testing of Stardust (significant judgement / estimate)
At 30 June 2020, Vista Group reviewed its net investment in Stardust for objective evidence of impairment and concluded this
definition was met due to significant financial difficulty in the joint venture. This was due to a combination of the revenue streams
yet to be commercialised; an unsuccessful search for external investors; the COVID-19 pandemic environment; and the reliance
on existing shareholders to continue cash funding of the business operations.
Due to the above objective evidence of impairment, Vista Group determined there were no reasonable valuation techniques
that would indicate this entity to have any value. Accordingly, Vista Group determined the recoverable amount as $nil with an
impairment charge of $1.3m being recognised on the income statement.
The amount of goodwill initially recognised is a function of the allocated purchase price to the fair value of the identifiable net
assets acquired. The determination of the net assets fair value, particularly intangible assets, is to a considerable extent based on
management judgement.
Goodwill is not amortised and is tested for impairment annually irrespective of whether there is any indication of impairment. If
any such indication exists, the asset’s recoverable amount is estimated. After initial recognition, goodwill is measured at cost less
any accumulated impairment charges.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable.
An impairment charge is recognised if the carrying amount of an asset exceeds its recoverable amount. Impairment charges are
recognised in the income statement.
The recoverable amount of an asset is the greater of its value in use (VIU) and its FVLCD, however in line with NZ IAS 36
Impairment of Assets, FVLCD is only determined where VIU would result in an impairment. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets (i.e. Cash Generating Units, or CGUs). The allocation
is made to those CGUs that are expected to benefit from the business combination in which goodwill arose. In assessing VIU,
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 asset.
Carrying amount of goodwill
Gross carrying amount
Balance at 1 January
Numero acquisition
Exchange differences
Gross carrying amount at year end
Accumulated impairment
Balance at 1 January
Impairment charges recognised during the year
Accumulated impairment at year end
Goodwill at year end
Goodwill by CGU
Vista Entertainment Solutions Limited (VESL)
Virtual Concepts Limited (Movio)
MACCS International BV (Maccs)
Powster Limited (Powster)
Flicks.co.nz Limited (Flicks)
Numero Limited (Numero)
Goodwill at year end
2021
NZ$m
69.9
-
1.0
70.9
(15.2)
-
(15.2)
55.7
2021
NZ$m
26.0
17.0
5.5
6.4
0.2
0.6
55.7
2020
NZ$m
73.5
(2.7)
(0.9)
69.9
(3.6)
(11.6)
(15.2)
54.7
2020
NZ$m
25.1
17.0
5.7
6.1
0.2
0.6
54.7
The above CGUs are business operations at their lowest level where goodwill is monitored for internal management reporting
purposes.
On 3 December 2020, Vista Group acquired the remaining 50.0% stake in Cinema Intelligence. In the current year, Cinema
Intelligence has been integrated with VESL as the future cash inflows can no longer be segregated from VESL. For this reason,
Cinema Intelligence is now included within the VESL CGU.
104
Notes to the financial statements • 105
2021 impairment testing of goodwill (significant judgement / estimate)
2020 impairment testing of goodwill (significant judgement / estimate)
Vista Group completed its annual impairment review of goodwill under a VIU method at 31 August 2021, as the review is required
to be completed at the same time each year. The review concluded there was no impairment of goodwill or other assets during the
year.
Key inputs into the VIU models include:
• Cash flows projected based on management approved 5-year business models for each CGU.
• Discount rate determined by an independent adviser using the Capital Asset Pricing Model (CAPM) methodology of
determining the weighted average cost of capital (WACC), using market specific inputs.
• Long-term growth rate (LTGR) determined by an independent adviser, being the 2025 consumer price inflation (CPI) of the
country each CGU is headquartered (source: The Economist Intelligence Unit).
• Terminal growth being calculated at 2026 applying the LTGR.
The key assumptions used for the VIU calculation are as follows:
CGU
VESL
Movio
Flicks
Maccs
Powster
Numero
5-YEAR REVENUE CAGR
PRE-TAX WACC
LONG-TERM GROWTH RATE
2021 VIU
2020 VIU
2021 VIU
2020 VIU
2021 VIU
2020 VIU
20.4%
18.5%
44.7%
14.4%
15.7%
29.8%
5.9%
6.3%
9.0%
6.9%
6.2%
15.5%
14.4%
15.4%
19.0%
14.4%
14.1%
18.6%
14.8%
15.5%
17.4%
15.2%
15.2%
17.2%
2.0%
2.0%
2.0%
2.2%
1.7%
1.8%
2.0%
2.0%
2.0%
2.0%
1.5%
2.0%
The 5-year revenue CAGR has increased from the prior year due to the comparative being a lower base number, as well as it
becoming clearer of how each CGU will emerge from the COVID-19 pandemic.
Both the Flicks and Numero revenue growth is considered riskier than other CGUs, as they include growth from a Board approved
expansion into new markets (Flicks), or a reliance on obtaining cinema data from a key cinema chain (Numero). Accordingly, an
additional premium has been applied to the WACC of these CGUs.
Based on previous experience, Vista Group applied judgement in determining a reasonably possible change in the key
assumptions in the VIU models. Specifically pertaining to the reduced revenue CAGR, prudence has been applied in the VIU
models as neither expenditure (direct or indirect) nor capital expenditure are reduced, which would likely occur if revenues did
not grow at anticipated growth levels. The CGUs that would result in a potential impairment scenario are as follows:
CGU
VESL
Movio
Flicks
Maccs
Powster
Numero
AMOUNT THE VIU EXCEEDS
THE CARRYING VALUE
NZ$m
INPUT REQUIRED FOR THE VIU TO EQUATE TO THE CARRYING VALUE
REVENUE CAGR
WACC
GROWTH RATE
115.0
27.1
6.3
2.6
12.3
10.1
17.4%
15.3%
38.7%
13.6%
12.3%
23.3%
Not sensitive
Not sensitive
Not sensitive
16.3%
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Vista Group completed a review for indicators of impairment at 31 December 2021, with no such indicators being found.
At 30 June 2020, Vista Group concluded the COVID-19 pandemic was an indicator of impairment which required an impairment
review of goodwill and other assets. With cinemas either not being open, or able to function to capacity, the COVID-19 pandemic
had directly impacted all parts of the cinema industry. For each of the Vista Group’s CGUs, their short-term revenue streams
were directly impacted through lower demand from cinemas, studios and distributors.
This impairment review was performed using a VIU method, as Vista Group applied judgement on determining a VIU method was
highly probable to result in a higher recoverable amount than a FVLCD method. Key inputs into the VIU models are the same as
the 2021 annual impairment review, with variables included in that section.
The CGU’s resulting in an impairment charge were Flicks ($0.4m), Maccs ($7.1m), Powster ($1.3m) and Numero ($2.8m). Full
details of the 2020 impairment review, including sensitivity disclosures, are included in the 2020 Annual Report.
4.5 Other intangible assets
Intangible assets
Intangible assets are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is
their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated
amortisation and accumulated impairment charges.
Intangible assets with finite lives are amortised over their useful economic life. The amortisation period and the amortisation
method for an intangible asset with a finite life are reviewed at least annually.
Development costs and internally generated software
Maintenance: Costs associated with maintaining computer software programmes are recognised as an expense within the income
statement as incurred.
Development – capitalised: Internally developed software is capitalised as an intangible asset when they meet the recognition
criteria of NZ IAS 38 Intangible Assets (see below).
Development – other: Other development expenditures that do not meet the recognition criteria are classified as operating
expenses as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent
period.
Other intangible assets
Intangible assets are amortised on a straight-line basis over the following useful economic lives:
• Intellectual property
4 to 15 years
• Customer relationships
4 to 15 years
• Software licenses
2 to 15 years
• Internally generated software
2.5 to 5 years based on their estimated useful life.
Capitalisation of development costs (significant judgement / estimate)
Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled
by Vista Group are only recognised as intangible assets when all the following criteria are met:
• it is technically feasible to complete the software product so that it will be available for use;
• management intends to complete the software product and use or sell it;
• there is an ability to use or sell the software product;
• it can be demonstrated how the software product will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software product are
available; and
• the expenditure attributable to the software product during its development can be reliably measured.
106
Notes to the financial statements • 107
2021 impairment testing of internally generated software
Vista Group reviewed the carrying value of its internally generated software assets for indicators of impairment at 31 December
2021. No such indicators were noted. In accordance with NZ IAS 36 Impairment of Assets, no impairment review was performed at
31 December 2021.
2020 impairment testing of internally generated software (significant judgement / estimate)
At 30 June 2020, Vista Group reviewed all internally generated software assets for impairment. When doing so, significant
judgement was required to determine the recoverable amount of each asset (estimated to be the future economic benefits that
would be derived). The delta between the recoverable amount (calculated using a VIU method) and the carrying value of each
asset was recognised as an impairment charge in 2020.
The recoverable amount for the portion of internally generated software for which an impairment charge was recognised is $1.8m.
The discount rate applied in present valuing was 2.4%, which equated to Vista Group’s cost of ASB debt (inclusive of the line fee)
at 30 June 2020.
Carrying amount of intangible assets
2021
Gross carrying amount
Balance at 1 January
Additions
Disposals
Exchange differences
Balance at year end
Accumulated amortisation
Balance at 1 January
Current year amortisation
Disposals
Exchange differences
Balance at year end
Intangible assets at 31 December 2021
2020
Gross carrying amount
Balance at 1 January
Additions
Numero acquisition
Impairment charges
Balance at year end
Accumulated amortisation
Balance at 1 January
Current year amortisation
Impairment charges
Balance at year end
Intangible assets at 31 December 2020
INTERNALLY
GENERATED
SOFTWARE
SOFTWARE
LICENSES
INTELLECTUAL
PROPERTY
CUSTOMER
RELATIONSHIPS
NZ$m
NZ$m
NZ$m
NZ$m
38.1
12.6
(0.1)
-
50.6
(9.4)
(6.4)
0.1
-
(15.7)
34.9
27.5
12.8
-
(2.2)
38.1
(4.6)
(5.2)
0.4
(9.4)
28.7
4.9
-
(0.1)
(0.2)
4.6
(2.1)
(0.5)
0.1
0.1
(2.4)
2.2
2.5
-
2.4
-
4.9
(1.3)
(0.8)
-
(2.1)
2.8
2.7
-
(0.1)
-
2.6
(1.7)
(0.2)
0.1
-
(1.8)
0.8
2.4
-
0.3
-
2.7
(1.4)
(0.3)
-
(1.7)
6.8
-
(0.8)
-
6.0
(4.2)
(0.7)
0.8
-
(4.1)
1.9
5.5
-
1.3
-
6.8
(3.2)
(1.0)
-
(4.2)
1.0
2.6
TOTAL
NZ$m
52.5
12.6
(1.1)
(0.2)
63.8
(17.4)
(7.8)
1.1
0.1
(24.0)
39.8
37.9
12.8
4.0
(2.2)
52.5
(10.5)
(7.3)
0.4
(17.4)
35.1
4.6 Trade and other payables
Carrying amount of trade and other payables
Trade payables
Sundry accruals
Employee benefits
Total trade and other payables
2021
NZ$m
2.1
7.0
9.6
18.7
2020
NZ$m
5.0
3.5
9.4
17.9
Included in trade payables is a balance of $1.2m (2020: $0.7m) payable to the associate company Vista China, see section 8.2 for
further details of Vista China related party transactions.
4.7 Lease assets and lease liabilities
Vista Group predominantly leases property for fixed periods of 1-7 years, but these leases often have extension options.
These extension options are usually at the discretion of Vista Group and are included in the measurement of the lease asset if
management is reasonably certain the extension will be exercised.
The lease term is reassessed if an option is actually exercised (or not exercised) or if Vista Group becomes obliged to exercise
(or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in
circumstances occurs, which affects this assessment, and that is within the control of the lessee.
Leases are recognised as a right of use asset (lease asset) and a corresponding lease liability at the date at which the leased
asset is available for use by Vista Group. Each lease payment is allocated between the liability and finance cost. The finance
cost is charged to profit or loss over the lease period. The lease asset is depreciated over the shorter of the asset’s useful life
and the lease term on a straight-line basis. If Vista Group is reasonably certain to exercise a purchase option, the lease asset is
depreciated over the underlying asset’s useful life.
Vista Group elected to apply NZ IFRS 16 Leases to all short-term leases.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present
value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable; and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
The lease payments are discounted using the lessee’s incremental borrowing rate, being the rate that the lessee would have to
pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and
conditions.
Lease assets are measured at cost comprising the following:
• the amount of the initial measurement of lease liability;
• any lease payments made at or before the commencement date less any lease incentives received;
• any initial direct costs; and
• restoration costs.
Vista Group received COVID-19 pandemic related rent concessions through deferral of lease payments. The concession is in the
form of the lease payments being rescheduled rather than reduced, thus the consideration for the lease did not change. Vista
Group assessed that since the deferral is proportionate, it is not considered as a lease modification. Accordingly, the lease liability
was adjusted, and any corresponding gain was recognised at the time when the deferral was granted.
Cash additions for the year were $11.9m (2020: $12.8m), with $0.9m being a trade payable at 31 December 2021, and $0.2m being
accrued as a receivable for the RDTI (see section 2.3).
108
Notes to the financial statements • 109
Carrying amount of lease assets
Carrying amount of net investment in sublease asset
Balance at 1 January
Additions during the year
Adjustments in respect of assumed lease term
Current year depreciation
Amounts derecognised due to sublease
Exchange differences
Lease assets at year end
2021
NZ$m
20.8
2.4
(0.5)
(4.2)
(3.3)
0.4
15.6
2020
NZ$m
21.8
7.4
(1.2)
(6.6)
-
(0.6)
20.8
The prior year lease asset includes $0.7m relating to extension options that Vista Group had taken up. No lease extension options
have been included in the current year lease asset.
Balance at 1 January
Additions during the year
Lease payments received (including interest)
Exchange differences
Net investment in sublease at year end
Represented by:
Current portion
Non-current portion
Net investment in sublease at year end
2021
NZ$m
-
2.7
(0.1)
0.1
2.7
0.5
2.2
2.7
2020
NZ$m
-
-
-
-
-
-
-
-
Carrying amount of lease liabilities
Balance at 1 January
Additions during the year
Adjustments in respect of assumed lease term
Interest expense relating to lease liabilities
Repayment of lease liabilities (including interest)
Exchange differences
Lease liabilities at year end
Maturity of lease liabilities
Less than one year
One to five years
More than five years
Lease liabilities at year end
2021
NZ$m
23.0
2.4
(0.5)
0.8
(3.8)
0.7
22.6
2021
NZ$m
4.8
17.8
-
22.6
2020
NZ$m
23.5
7.4
(1.3)
0.8
(6.4)
(1.0)
23.0
2020
NZ$m
3.3
17.9
1.8
23.0
4.8 Net investment in sublease asset
When Vista Group acts as a sublessor, it determines at the inception of the contract whether the lease is a finance lease (where
the lease transfers substantially all the risks and rewards incidental to ownership of the underlying asset) or an operating lease
(any lease that does not fit the criteria of a finance lease).
A sublease that fits the finance lease criteria is recognised as an asset by present valuing all future lease payments. The sublease
asset reduces on receipt of future lease payments. Unwinding of the present valued subleased asset is recognised on the income
statement as finance income. At the end of each reporting period, the subleased asset is tested for impairment.
A gain or loss is recognised at the start of the sublease where there is a difference between the value of the sublease and the
amount of the existing lease asset that is derecognised.
A sublease that fits the criteria as an operating lease is not recognised as an asset, instead it is recognised as other income on the
income statement when the receipt is contractually due.
On 11 August 2021, Vista Group agreed to sublease a portion of its Los Angeles premises for the remainder of its leased term
(30 June 2026).
Maturity of net investment in sublease asset
Less than one year
One to five years
More than five years
Total undiscounted lease payments receivable
Unearned finance income
Net investment in sublease at year end
4.9 Deferred revenues
2021
NZ$m
0.6
2.3
-
2.9
(0.2)
2.7
2020
NZ$m
-
-
-
-
-
-
Deferred revenues are contract liabilities related to revenue that are recognised on customer contracts where Vista Group’s
performance obligations have not been fully satisfied.
The following table represents the revenues recognised during the year relating to carried forward deferred revenue, as well as
the additional deferred revenues recognised at year end where the performance obligations are yet to be satisfied.
Balance at 1 January
Revenue recognised from performance obligations satisfied in the year
Additional deferred revenues from unsatisfied performance obligations
Exchange movements
Deferred revenues at year end
Represented by:
Current portion
Non-current portion
Deferred revenues at year end
2021
NZ$m
19.5
(17.7)
18.9
0.2
20.9
20.5
0.4
20.9
2020
NZ$m
23.1
(21.0)
16.9
0.5
19.5
19.0
0.5
19.5
110
Notes to the financial statements • 111
4.10 Provisions
A provision is a liability of uncertain timing or amount and is recognised when:
• Vista Group has a present obligation (legal or constructive) as a result of a past event;
• It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
• A reliable estimate can be made of the amount of the obligation.
Carrying amount of provisions
US sales taxes
Organisation restructuring
Lease dilapidations
Onerous contracts
Other
Total provisions at year end
Represented by:
Current
Non-current
Total provisions at year end
Movement in provisions
Balance at 1 January
US sales taxes
Organisation restructuring
Movement in lease dilapidations
Onerous contracts
Other
Total provisions at year end
US sales tax provision
SECTION
8.1
SECTION
8.1
2021
NZ$m
2.8
-
0.4
-
-
3.2
2.8
0.4
3.2
2021
NZ$m
3.9
0.8
(0.1)
(0.1)
(0.8)
(0.5)
3.2
2020
NZ$m
Restated
2.0
0.1
0.5
0.8
0.5
3.9
3.8
0.1
3.9
2020
NZ$m
Restated
1.9
0.7
0.1
(0.1)
0.8
0.5
3.9
One of the primary markets for Vista Group’s products is the United States. Sales tax obligations in the United States can arise
in individual states where Vista Group is deemed to have a sales tax nexus. With the assistance of external US sales tax experts,
Vista Group completed an economic nexus study during H2 2021. This involved a full review of all sales in each state from the end
of 2018 (the date when states were able to first legislate nexus testing) to determine if an economic sales tax nexus was triggered.
The result of the economic nexus review was that Vista Group had an obligation for Vista Group to register and collect sales
tax in some states. The total obligation is estimated to be $2.8m (of which $1.3m relates to 2019, $0.7m relates to 2020 and
$0.8m relates to 2021). Vista Group are now working with the relevant state sales tax authorities to settle these obligations and
registering in the states identified.
As the identified sales tax obligation at 31 December 2020 of $2.0m is considered to be a material prior year error, Vista Group
were required to correct the error in these financial statements by restating the comparative amounts in the year the error
occurred (see section 8.1 for details on the prior year restatement).
The following represents the provision (net of any reasonably expected penalty or tax waivers) at the end of each reporting
period:
Balance at 1 January
Sales tax expense
Use of money interest
Exchange differences
US sales tax provision at year end
5. Taxation
2021
NZ$m
2.0
0.5
0.1
0.2
2.8
2020
NZ$m
Restated
1.3
0.8
0.1
(0.2)
2.0
2019
NZ$m
Restated
-
1.2
0.1
-
1.3
This section outlines details of the income tax expense incurred by Vista Group and the deferred taxes recognised on the
statement of financial position.
5.1 Income tax expense
The income tax expense for the year comprises current and deferred tax. Taxation is recognised in the income statement,
except when it relates to items recognised directly in equity (in which case the income tax is recognised in the statement of
comprehensive income). Income tax expense is based on tax rates and regulations enacted, or substantively enacted at the
balance date, in the jurisdiction in which the respective entity operate.
Composition of income tax expense
Current tax expense
Deferred tax expense
Total tax benefit
Reconciliation of income tax expense
SECTION
5.2
2021
NZ$m
1.5
(3.9)
(2.4)
2020
NZ$m
Restated
0.5
(8.3)
(7.8)
The relationship between the expected tax expense based on the domestic effective tax rate of the Company at 28% (2020: 28%)
and the reported tax expense in the income statement can be reconciled as follows:
Loss before tax
Domestic tax rate for Vista Group International Limited
Expected tax benefit
Foreign subsidiary company tax
Non-assessable income / non-deductible expenses
Prior year adjustments
Excess income tax benefit on share-based payments
Other
Total tax benefit
Effective tax rate
2021
NZ$m
(12.3)
28%
(3.4)
-
0.2
0.1
0.6
0.1
(2.4)
20%
2020
NZ$m
Restated
(64.9)
28%
(18.2)
0.4
9.0
(0.1)
-
1.1
(7.8)
12%
At 31 December 2021, Vista Group has $11.5m (2020: $12.0m) of imputation credits available for use in subsequent reporting
years. Vista Group also had $0.7m (2020: $0.8m) of unused tax losses for which no deferred tax asset has been recognised, as
they did not meet the recognition criteria.
112
Notes to the financial statements • 113
5.2 Deferred tax assets and liabilities
6. Capital structure
Deferred tax is recognised for temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the expected manner of realisation
of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the end of the year. A deferred
tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised.
Recognition of deferred tax assets (significant judgement / estimate)
Deferred tax at year end includes temporary timing differences and income tax losses available to carry forward against future
profits. A deferred tax asset is recognised on losses, only when it is considered probable that sufficient taxable profits will be
available to utilise the losses in the near future. Vista Group applies judgement when reviewing current business plans and
forecasts to ascertain the likelihood of future taxable profits. The financial forecasts used in this assessment are the same as those
used in the impairment review of goodwill and other assets in section 4.4.
Deferred taxes can be summarised as follows:
2021
Trade and other receivables
Property, plant and equipment
Lease assets
Intangible assets
Employee benefits
Lease liabilities
Unused tax losses
Other
Deferred tax net asset at 31 December 2021
2020
Trade and other receivables
Property, plant and equipment
Lease assets
Intangible assets
Employee benefits
Lease liabilities
Unused tax losses
Other
Deferred tax net asset at 31 December 2020
ACQUIRED
AS PART OF
A BUSINESS
COMBINATION
RECOGNISED
IN OTHER
COMPREHENSIVE
INCOME
RECOGNISED
IN INCOME
STATEMENT
NZ$m
NZ$m
NZ$m
OPENING
BALANCE
NZ$m
CLOSING
BALANCE
NZ$m
4.8
(0.9)
(4.9)
(1.9)
1.5
5.5
4.6
0.5
9.2
0.2
(0.1)
(4.4)
(1.3)
1.1
4.8
1.7
0.1
2.1
-
-
-
-
-
-
-
-
-
-
-
-
(1.2)
-
-
-
-
(1.2)
-
-
-
-
0.6
-
-
-
0.6
-
-
-
-
-
-
-
-
-
(1.3)
(1.1)
1.1
0.3
0.1
0.1
5.3
(0.6)
3.9
4.6
(0.8)
(0.5)
0.6
0.4
0.7
2.9
0.4
8.3
3.5
(2.0)
(3.8)
(1.6)
2.2
5.6
9.9
(0.1)
13.7
4.8
(0.9)
(4.9)
(1.9)
1.5
5.5
4.6
0.5
9.2
Represented below are the gross deferred tax assets and liabilities; and deferred taxes offset in a single tax jurisdiction
where Vista Group has a legally enforceable right to set off current tax assets against current tax liabilities when settling the
corresponding amounts due.
Deferred tax asset
Deferred tax liability
Deferred tax net asset
GROSS DEFERRED TAXES
OFFSET DEFERRED TAXES
2021
NZ$m
21.2
(7.5)
13.7
2020
NZ$m
16.9
(7.7)
9.2
2021
NZ$m
14.6
(0.9)
13.7
2020
NZ$m
16.9
(7.7)
9.2
Vista Group applied judgement in 2021 by determining substantially all of the deferred tax liability could legally be offset with the
deferred tax asset when settling the corresponding amounts due.
114
This section outlines Vista Group’s capital structure, earnings per share and share-based employee incentives which have an
impact on Vista Group’s equity.
Components of equity
Contributed equity: The value of shares that have been issued. Incremental costs directly attributable to the issue of ordinary
shares are recognised as a deduction from equity. All transactions with owners of the parent are recorded separately within share
capital. All shares are ordinary, authorised, issued and fully paid shares. They all have equal voting rights and share equally in
dividends and any surplus on winding up. The shares have no par value.
Retained earnings: All current and prior year retained profits and losses.
Dividend payments: Dividends payable to equity shareholders are included in trade and other payables when the dividends have
been approved by the Board on or before the end of the reporting year but not yet distributed.
Foreign currency reserve: This reserve is used to record cumulative translation differences on the assets and liabilities of foreign
operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
Share-based payment reserve: This reserve is used to record any equity share-based incentives. The reserve value represents the
difference between the value at the time of allocation and the cash incentives received, plus the equity component of contingent
consideration payable.
6.1 Contributed equity
During the 2021 financial year, 231,225,495 shares were in issue (2020: 228,614,812). The following reflects where these shares
were allocated:
Shares issued and fully paid:
Balance at 1 January
Ordinary shares issued during the year:
2020 placement and rights issue (net of costs)
Employee incentives
Tax benefit on share-based payments
Step acquisition - Maccs
Step acquisition - Cinema Intelligence
MILLIONS OF SHARES
NZ$m
2021
2020
2021
2020
228.6
166.4
126.0
61.8
-
2.6
-
-
-
61.9
0.3
-
-
-
-
4.7
0.6
-
-
62.3
1.3
-
3.2
(2.6)
Total contributed equity at year end
231.2
228.6
131.3
126.0
On 16 April 2020, Vista Group announced a $25.0m placement and a 1 for 4.37 rights issue, which cumulatively resulted in
61,946,951 additional ordinary shares being issued at $1.05 per share. The combined impact was that Vista Group raised a total of
$65.1m, before $2.8m expenses and as a result Vista Group’s share capital increased by $62.3 million.
On 25 September 2020, Vista Group announced it had acquired the remaining 49.9% stake in Maccs for cash consideration
totalling $2.0 million. As prior to the transaction Maccs was already controlled by Vista Group, this transaction is adjusted
through equity rather than being recognised as a business combination. The $3.2 million adjustment is the delta between the $2.0
million cash consideration and the previously held $5.2 million non-controlling interest balance.
On 3 December 2020, Vista Group announced it had acquired the remaining 50.0% stake Cinema Intelligence for cash
consideration totalling $1.3 million. As prior to the transaction Cinema Intelligence was already controlled by Vista Group, this
transaction is adjusted through equity rather than being recognised as a business combination. The $2.6 million adjustment is the
delta between the $1.3 million cash consideration and the previously held -$1.3 million non-controlling interest balance.
Notes to the financial statements • 115
6.2 Earnings per share
Share-based payment expense
Vista Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
The share-based payment expense relating to each scheme is as follows:
Basic EPS is calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the year.
Diluted EPS is determined by adjusting the profit or loss attributable to owners of the parent and the weighted average number
of ordinary shares in issue during the year for the effects of all dilutive potential ordinary shares, which for Vista Group comprise
share rights and performance rights. Potential ordinary shares are treated as dilutive when their conversion to ordinary shares
would decrease EPS or increase the loss per share.
NUMBER OF SHARES (MILLIONS)
Weighted average ordinary shares for basic EPS (millions)
Effect of dilution:
Share options and awards (millions)
Weighted average ordinary shares adjusted for the effect of dilution
Loss for the year attributable to owners of the parent (NZ$m)
Basic and diluted EPS (cents)
2021
229.0
1.7
230.7
(9.8)
($0.04)
2020
Restated
213.8
3.9
217.7
(51.8)
($0.24)
On 16 April 2020, Vista Group issued 61,946,951 new ordinary shares of $1.05 each through a placement and rights issue.
Accordingly, the prior comparative year weighted average ordinary shares (basic and diluted) has been adjusted by a bonus factor
of 1.0870, based on the ratio of:
• an adjusted closing share price of $1.4900 per share on 20 April 2020, the business day before the shares started trading ex-
rights; and
• the theoretical ex-rights price at that date of $1.3708 per share.
6.3 Dividends
No dividends were paid during the year (2020: $nil).
6.4 Foreign currency reserve
Items included in the financial statements of each of Vista Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the Functional Currency). The financial statements are presented in New
Zealand Dollars (NZD), which is Vista Group’s presentation currency. All financial information has been presented rounded as
millions of dollars (NZ$m).
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation, at
year end exchange rates, of monetary assets and liabilities denominated in foreign currencies, are recognised in the statement of
comprehensive income.
6.5 Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The
fair value includes the effect of market based vesting conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed evenly over the vesting
period within total operating expenses, based on Vista Group’s estimate of equity instruments that will eventually vest. At each
balance date, Vista Group revise the estimated number of equity instruments expected to vest as a result of the non-market
based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a corresponding adjustment to the share-based payment reserve.
The share-based payment reserve is used to record any equity share-based incentives.
Retention Scheme - Vista Group Recognition Scheme
Retention Scheme - Group CEO
Retention Scheme - Senior management
LTI Scheme - Group Results
LTI Scheme - Movio CEO (Variable)
Total share-based payment expense
Summary of performance rights
2021
NZ$m
3.8
0.5
0.6
0.6
(0.3)
5.2
The movement in the number of performance rights outstanding is summarised in the following table:
RETENTION SCHEMES
LONG-TERM INCENTIVE SCHEMES
NUMBER OF RIGHTS (MILLIONS)
VISTA GROUP
RECOGNITION
GROUP CEO
SENIOR
MANAGEMENT
GROUP
RESULTS
At 1 January 2020
Granted
Lapsed
Exercised
At 31 December 2020
Granted
Lapsed
Exercised
-
2.9
-
-
2.9
-
(0.5)
(2.4)
0.4
0.5
-
(0.2)
0.7
-
-
(0.2)
-
-
-
-
-
0.6
-
-
0.5
-
(0.2)
(0.1)
0.2
0.7
(0.3)
-
At 31 December 2021
-
0.5
0.6
0.6
TSR
0.2
-
(0.2)
-
-
-
-
-
-
SEGMENTAL
RESULTS
MOVIO CEO
(VARIABLE)
0.2
-
(0.1)
(0.1)
-
-
-
-
-
0.3
-
(0.2)
-
0.1
-
(0.1)
-
-
2020
NZ$m
0.4
0.4
-
-
(0.3)
0.5
1.6
3.4
(0.7)
(0.4)
3.9
1.3
(0.9)
(2.6)
1.7
The share price of awards on the date of exercise in 2020 was $1.00 for the Group Results and Group CEO schemes, and $2.88
for the Segmental Results scheme. The share price of awards on the date of exercise in 2021 was $2.32 for the Group CEO
scheme and $2.59 for the Vista Group Recognition Scheme.
As all rights convert into shares on the vesting date, no shares can be ‘exercisable’. As all rights are granted at nil cost, the
weighted average exercise price of the rights is always $nil.
The weighted average contractual life of the outstanding performance rights is 1.2 years (2020: 1.0 year).
Assumptions
The assumptions below were applied when using the Black-Scholes and Monte Carlo option pricing models to determine the fair
value of rights granted:
ASSUMPTION
Share price on grant date (NZ$)
Vesting period (months)
2021
SENIOR
MANAGEMENT
$2.12
15-39
GROUP RESULTS
$2.12
15-39
2020
VISTA GROUP
RECOGNITION
$1.75
12
GROUP CEO
$1.98
20-32
As all rights are granted at nil cost, the exercise price is always $nil and therefore no volatility or risk-free rates are required.
For schemes granted in 2021, the expected dividend yield was assumed to be $nil (2020: $nil) and are assumed to be 100%
achieved (2020: 100%).
116
Notes to the financial statements • 117
Retention schemes
At 31 December 2021, Vista Group were operating the following retention schemes:
• Group CEO: The Board approved awards to be issued under this scheme in 2018 and 2020 to the Vista Group CEO. The share
rights vest on an annual basis.
• Senior Management: The Board approved awards to be issued under this scheme in 2021 to eligible senior management. The
share rights are split into three tranches and vest annually over a three-year period.
Awards under each of these schemes are designed to promote alignment with shareholder’s interests and ensure continued
retention. Share rights are granted for no consideration and carry no dividend or voting rights until vested. These awards are
contingent on continued tenure, with no further performance obligations.
The fair value of interests awarded was determined using the Black-Scholes option pricing model.
Long-term incentive schemes
At 31 December 2021, Vista Group were operating the following long-term incentive schemes:
• Group Results: The Board approved awards to be issued under this scheme in 2018, 2019 and 2021 to eligible senior
management. The scheme identifies specific financial targets (i.e. revenue, recurring revenue and EBITDA) and other non-
financial targets (i.e. customer and employee net promoter scores) over a three-year performance period. These performance
rights are split into three tranches per financial target and vest annually over a three-year period. The fair value of interests
awarded under this scheme was determined using the Black-Scholes option pricing model.
Awards under long-term incentive schemes are designed to incentivise sustained performance over the long-term and to promote
alignment with shareholders’ interests. These schemes allow the carry forward of any performance rights that do not vest in each
vesting period to be eligible to vest in future vesting periods. Rights are granted for no consideration and carry no dividend or
voting rights until vested. The vesting of interests granted is subject to the option holder continuing to be an employee.
Prior year schemes
Each of the following schemes related to prior year awards which have no rights eligible to vest at 31 December 2021. Details of
these schemes are available in the 2020 annual report.
• Total Shareholder Return (TSR): Awards granted between 2015 and 2017.
• Segmental Results: Awards granted in 2018.
• Movio CEO (Variable): Awards granted in 2019. All rights under this scheme lapsed at 31 December 2021 due to the specified
financial metrics not being achieved.
• Vista Group Recognition: Awards granted in 2020. Rights under this scheme vested on 23 November 2021.
7. Financial risk management
Vista Group is exposed to three main types of risk in relation to financial instruments, which are market (foreign currency risk and
interest rate risk), credit and liquidity.
Vista Group’s risk management framework is set by the Board and implemented by management. The framework focus includes
actively monitoring and securing Vista Group’s short to medium-term cash flows by minimising the exposure to financial markets.
The most significant financial risks to which Vista Group is exposed are described below.
7.1 Capital management
The following table summarises the capital of Vista Group:
Borrowings – external
Borrowings – related parties
Equity
Total capital
2021
NZ$m
16.2
0.6
159.8
176.6
2020
NZ$m
Restated
18.1
-
161.8
179.9
Vista Group’s policy is to use a mixture of capital raised on the NZX / ASX exchanges and borrowing facilities to meet anticipated
funding requirements. These borrowings together with cash generated from operations, are loaned internally, or contributed as
equity to certain subsidiaries.
7.2 Foreign currency risk
Vista Group operates internationally and is primarily exposed to foreign exchange risk in US Dollars (USD), Pounds Sterling (GBP),
Euros (EUR), Chinese Yuan Renminbi (CNY) and Australian Dollars (AUD). Foreign exchange risk arises from future commercial
transactions and recognised assets and liabilities denominated in a currency that is not the functional currency of the relevant
group entity.
To mitigate exposure to foreign currency risk, foreign currency cash flows are monitored in accordance with Vista Group’s risk
management policies. Vista Group’s risk management policies include treasury management and foreign exchange policies, the
implementation of which is set and reviewed regularly by the Board. Vista Group’s risk management procedures distinguish short-
term foreign currency cash flows (due within six months) from longer-term cash flows (due after six months). Where the amounts
to be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
The foreign exchange policy allows for the use of hedging activity, and although Vista Group use its debt facilities as a natural
hedge, no other financial instruments have been used (i.e. derivatives).
Foreign currency denominated financial assets and liabilities which expose Vista Group to currency risk are disclosed in the
following table. The amounts shown are those reported to key management translated into NZD at the closing rate.
2021
Financial assets
Cash
Trade receivables
Sundry receivables
Net investment in sublease
Financial liabilities
Borrowings
Trade payables
Sundry payables
Lease liabilities
Net foreign currency risk
USD
NZ$m
15.7
26.3
0.3
2.7
(16.2)
(1.4)
(2.2)
(11.3)
13.9
GBP
NZ$m
3.3
5.8
0.5
-
(0.6)
(1.6)
(0.3)
(4.1)
3.0
EUR
NZ$m
3.4
4.0
0.2
-
-
1.0
(0.5)
(0.6)
7.5
CNY
NZ$m
-
-
-
-
-
-
-
-
-
AUD
NZ$m
1.1
2.3
-
-
-
-
-
-
3.4
118
Notes to the financial statements • 119
2020
Financial assets
Cash
Trade receivables
Sundry receivables
Financial liabilities
Borrowings
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Net foreign currency risk
USD
NZ$m
13.2
32.8
0.4
(18.1)
(4.4)
(0.7)
(13.6)
(0.3)
9.3
GBP
NZ$m
1.8
4.3
0.5
-
(0.4)
(0.2)
(2.3)
-
3.7
EUR
NZ$m
1.4
5.2
0.2
-
(0.2)
(0.2)
(0.8)
-
5.6
CNY
NZ$m
-
2.2
-
-
-
-
-
-
2.2
AUD
NZ$m
1.0
2.5
-
-
-
-
-
(0.1)
3.4
The following table illustrates the sensitivity of profit or loss and equity in regard to Vista Group’s financial assets and liabilities
affected by exchange rates with ‘all other things being equal’. It assumes a +/- 10% change of the NZD to currency exchange rate
for the year ended 31 December 2021 (2020: 10%). The sensitivity analysis is based on Vista Group’s foreign currency financial
instruments held at each reporting date.
2021
10% strengthening in NZD
10% weakening in NZD
2020
10% strengthening in NZD
10% weakening in NZD
USD
NZ$m
(1.3)
1.5
(2.1)
2.5
GBP
NZ$m
(0.3)
0.3
(0.5)
0.7
EUR
NZ$m
(0.7)
0.8
(0.6)
0.7
CNY
NZ$m
-
-
(0.2)
0.2
AUD
NZ$m
(0.3)
0.4
(0.3)
0.4
Exposure to foreign exchange rates varies during the year depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be representative of Vista Group’s exposure to market risk.
7.3 Interest rate risk
Vista Group’s interest rate risk primarily arises from long-term borrowing, lease liabilities and cash. Borrowings and deposits at
variable rates expose Vista Group to cash flow interest rate risk. Borrowings and deposits at fixed rates expose Vista Group to fair
value interest rate risk.
The following tables set out the interest rate repricing profile and current interest rate of the interest-bearing financial assets and
liabilities:
EFFECTIVE
INTEREST
RATE
FLOATING
NZ$m
FIXED UP TO 3
MONTHS
FIXED UP TO 6
MONTHS
FIXED UP TO 5
YEARS
NZ$m
NZ$m
NZ$m
0.6%
3.5%
1.6%
4.0%
4.0%
35.4
7.0
6.5
-
-
-
-
-
-
-
-
-
-
-
-
11.5
2.7
(16.2)
(0.6)
(22.6)
TOTAL
NZ$m
60.4
2.7
(16.2)
(0.6)
(22.6)
35.4
7.0
6.5
(25.2)
23.7
2021
Financial assets
Cash
Net investment in sublease
Financial liabilities
Borrowings - external
Borrowings - related party
Lease liabilities
Net interest risk
120
2020
Financial assets
Cash
Financial liabilities
Borrowings - external
Lease liabilities
Net interest risk
EFFECTIVE
INTEREST
RATE
FLOATING
NZ$m
FIXED UP TO 3
MONTHS
FIXED UP TO 6
MONTHS
FIXED UP TO 5
YEARS
NZ$m
NZ$m
NZ$m
TOTAL
NZ$m
0.5%
32.1
7.0
28.0
-
67.1
2.2%
3.9%
-
-
-
-
-
(1.2)
(18.1)
(21.8)
(18.1)
(23.0)
32.1
7.0
26.8
(39.9)
26.0
Profit or loss is sensitive to higher / lower interest income / expense from cash as a result of changes in interest rates.
2021
Cash
Net investment in sublease
Borrowings - external
Borrowings - related party
Lease liabilities
Sensitised net interest risk
7.4 Credit risk
EFFECTIVE INTEREST
RATE +1%
EFFECTIVE INTEREST
RATE -1%
NZ$m
0.6
-
(0.2)
-
(0.2)
0.2
NZ$m
(0.6)
-
0.2
-
0.2
(0.2)
Credit risk is the risk that a counterparty fails to discharge an obligation to Vista Group. Vista Group is predominantly exposed
to this risk for trade receivables and accrued revenues. The maximum exposure to credit risk is limited to the carrying amount of
financial assets recognised at 31 December, as summarised in section 7.6.
Vista Group continuously monitors defaults of customers and other counterparties, identified either individually or by Vista
Group, and incorporates this information into its credit risk controls.
At 31 December 2021, Vista Group has certain trade receivables and accrued revenues that have not been settled by the
contractual due date. These are not considered to be impaired because of the nature of contracts and / or the longevity of
ongoing customer relationships. At balance date, the overdue trade receivables, net of all provisioning (concession discounts,
credit risk provisions and ECL), are below.
Not more than 6 months
Between 6 months and 9 months
Over 9 months
Overdue trade receivables and accrued revenues (net of provisioning)
Trade receivables consist of many customers in various industries and geographical areas.
2021
NZ$m
3.4
1.1
1.6
6.1
2020
NZ$m
6.3
3.8
0.8
10.9
Judgement has been applied to the recoverability of all trade receivables and accrued revenues, with Vista Group determining
that the net balances receivable is recoverable and not impaired (see sections 2.1 and 4.1 for more detail of how judgement
has been applied, including the impact of the COVID-19 pandemic). One of the key judgements was that 10% of core business
receivables may not be collectable. A sensitivity analysis of this judgement is presented in section 4.1.
Vista Group has financial assets classified and measured at amortised cost that are subject to the ECL model requirements of NZ
IFRS 9 (see section 4.1 for the ECL recognised on trade receivables and accrued revenues balances). The credit risk for cash is
considered negligible since the counterparties are reputable banks with high quality external credit ratings.
Notes to the financial statements • 121
7.5 Liquidity Risk
Financial instruments by category
Liquidity risk is the risk that Vista Group might be unable to meet its obligations. Vista Group’s objective is to maintain a balance
between continuity of funding and flexibility through monitoring of cash and the use of bank overdrafts and loans. Vista Group’s
policy is that not more than 25% of borrowings should mature within the next 12-month period. Vista Group are engaging with ASB
(the debt facility provider) to extend the debt facilities beyond their current expiry date of January 2023.
Vista Group assessed the concentration of risk with respect to refinancing its debt as being low.
At 31 December 2021, Vista Group had cash balances totalling $60.4m, along with $37.8m undrawn on its ASB revolving credit
facility. Forecasts show that this level of cash and undrawn loans will be sufficient for Vista Group to continue operations for at
least the next 12 months (representing the minimum requirement for going concern purposes).
The table below summarises the maturity profile of Vista Group’s non-derivative financial liabilities based on contractual
undiscounted payments.
2021
Trade payables
Sundry payables
Borrowings - external
Borrowings - related parties
Interest on borrowings
Lease liabilities
Total liquidity risk
2020
Trade payables
Sundry payables
Borrowings - external
Interest on borrowings
Lease liabilities
Contingent consideration
Total liquidity risk
LESS THAN 3
MONTHS
3 TO 12 MONTHS
1 TO 5 YEARS
> 5 YEARS
NZ$m
NZ$m
NZ$m
NZ$m
2.1
5.9
-
-
0.1
1.2
9.3
5.0
3.3
-
0.1
0.8
0.1
9.3
-
-
-
0.6
0.3
3.6
4.5
-
-
-
0.3
2.5
0.3
3.1
-
-
16.2
-
0.1
17.8
34.1
-
-
18.1
0.5
17.9
-
36.5
-
-
-
-
-
-
-
-
-
-
-
1.8
-
1.8
TOTAL
NZ$m
2.1
5.9
16.2
0.6
0.5
22.6
47.9
5.0
3.3
18.1
0.9
23.0
0.4
50.7
7.6 Financial instruments
Fair value of financial assets and liabilities
Vista Group carried out a fair value assessment of its financial assets and liabilities at 31 December 2021 in accordance with
NZ IFRS 9. Accordingly, financial instruments are classified as either measured at amortised cost, fair value through other
comprehensive income or fair value through profit or loss.
Vista Group’s financial instruments that are measured after initial recognition at fair value are grouped into levels based on the
degree to which the fair value is observable:
2021
Cash
Trade receivables
Sundry receivables
Net investment in sublease
Total financial assets
Borrowings - external
Borrowings - related parties
Trade payables
Sundry payables
Lease liabilities
Total financial liabilities
2020
Cash
Trade receivables
Sundry receivables
Total financial assets
Borrowings - external
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Total financial liabilities
FINANCIAL ASSETS AT
AMORTISED COST
FINANCIAL INSTRUMENTS
AT FAIR VALUE THROUGH
P&L
FINANCIAL LIABILITIES AT
AMORTISED COST
NZ$m
60.4
24.0
4.2
2.7
91.3
-
-
-
-
-
-
67.1
28.1
1.7
96.9
-
-
-
-
-
-
NZ$m
NZ$m
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
0.4
0.4
-
-
-
-
-
16.2
0.6
2.1
5.9
22.6
47.4
-
-
-
-
18.1
5.0
3.3
23.0
-
49.4
TOTAL
NZ$m
60.4
24.0
4.2
2.7
91.3
16.2
0.6
2.1
5.9
22.6
47.4
67.1
28.1
1.7
96.9
18.1
5.0
3.3
23.0
0.4
49.8
Vista Group’s financial assets and liabilities by category are summarised as follows:
• Cash: Held at carrying value which also equates to fair value.
• Trade, related party and other receivables: Assets that are generally short-term in nature and are reviewed for impairment. The
carrying value approximates their fair value.
• Net investment in sublease: A receivable from a sublessee that is initially measured on a present value basis using the
underlying lease incremental borrowing rate, and subsequently held at amortised cost. This asset is impairment tested and the
carrying value approximates the fair value.
• Borrowings: Initially are held at fair value but adjusted to amortised cost by any borrowing costs. Interest rates are generally
Level 1
Fair value measurements derived from quoted prices in active markets for identical assets.
fixed.
Level 2
Level 3
Fair value measurements derived from inputs other than quoted prices included within level 1 that are observable
for the asset or liability, either directly or indirectly.
Fair value measurements derived from valuation techniques that include inputs for the asset or liability which are
not based on observable market data.
Vista Group’s policy is that no speculative trading in financial instruments may be undertaken.
• Trade, related party and other payables: Liabilities that are generally short-term in nature with the carrying value approximating
their fair value.
• Lease liabilities: Liabilities arising from a lease are initially measured on a present value basis using the lessee incremental
borrowing rate.
• Contingent consideration: These liabilities typically arise from a business combination or a reacquired right. Fair value of
elements greater than 12 months are determined on a present value basis using the Vista Group’s incremental borrowing rate.
122
Notes to the financial statements • 123
8. Other disclosures
8.1 Restatement of prior year errors
During the current year, Vista Group completed a United States economic nexus study to determine whether it was required to
withhold and return sales taxes in each individual state (see section 4.10). As the identified sales tax obligation of $2.8m included a
material prior year error, Vista Group were required to correct the error in these financial statements by restating the comparative
amounts in the year the error occurred.
The following tables show how the comparative disclosures have been restated from the 2020 Annual Report.
Restated income statement and statement of other comprehensive income
Other related party transactions
The following table represents amounts due to and from related parties, excluding key management personnel.
AMOUNTS OWED BY RELATED PARTIES
AMOUNTS OWED TO RELATED PARTIES
Associates and joint ventures
2021
NZ$m
-
2020
NZ$m
1.8
2021
NZ$m
(1.2)
Vista Group’s associate and joint venture related party transactions were as follows:
ASSOCIATES AND JOINT VENTURES
SECTION
2.3
5.1
2020
NZ$m
(30.7)
7.6
(56.7)
ADJUSTMENT
2020 RESTATED
NZ$m
(0.6)
0.2
(0.4)
NZ$m
(31.3)
7.8
(57.1)
Receiving of services
Rendering of services
Total related party transactions
2021
NZ$m
(2.5)
2.9
0.4
2020
NZ$m
(0.7)
2020
NZ$m
(0.8)
1.8
1.0
Other gains and losses
Taxation benefit
Loss for the year
Restated statement of financial position
2019
NZ$m
MOVEMENT
2019 RESTATED
NZ$m
NZ$m
2020
NZ$m
MOVEMENT
2020 RESTATED
NZ$m
NZ$m
Assets
Income tax receivable
2.0
0.4
2.4
0.4
0.7
1.1
Liabilities
Provisions (current)
Equity
-
(1.3)
(1.3)
(1.8)
(2.0)
(3.8)
Retained earnings
(85.8)
0.9
(84.9)
(34.4)
1.3
(33.1)
Details of significant related party transactions of Vista Group
• Vista Group recognised $2.2m of maintenance revenue from Vista China during the year (2020: $1.5m), which is recognised in
the Cinema segment. The prior comparative year has been represented to also include this revenue within the Cinema segment.
Details of significant related party transactions of Vista China
• On 30 January 2019, Vista China provided a retention accommodation loan of $4.6m (CNY20.0m) to the CEO of Vista China.
This loan is interest free and partially secured against equity in Vista China. It was due to mature on 30 January 2022 but has
been extended to 3 February 2023.
• On 23 December 2019, Vista China provided a shareholder loan of $3.3m (CNY14.3m) to Weying. This loan has matured and is
now repayable on demand by the Vista China Board. Vista China and Weying are currently assessing options for the settlement
of this loan. Vista Group applied judgement at 31 December 2021 by including a 100% ECL provision against this balance (see
section 4.3).
8.2 Related parties
8.3 Group companies
Vista Group has various types of transactions with related parties. Section 3.2 contains details of related party borrowings, with
other related party transactions detailed below.
Key management personnel transactions
Key management personnel include Vista Group’s Board (executive and non-executive), CEO and the Executive Leadership Team
(defined as personnel that report directly to the Vista Group’s Chief Executive). Key management personnel include 17 individuals
(7 Directors and 10 Executive Leadership Team members) (2020: 16 individuals, being 6 Directors and 10 Executive Leadership
Team members).
Salaries including bonuses
Share-based payments
Director fees
Total key management personnel transactions
2021
NZ$m
3.9
0.5
0.6
5.0
2020
NZ$m
4.5
0.2
0.3
5.0
No dividends were paid to key management personnel on their Vista Group shareholdings during the year (2020: $nil).
The results and financial position of all Vista Group entities (none of which has the currency of a hyper-inflationary economy) that
have a functional currency different from the presentation currency (NZD) are translated into the presentation currency as follows:
• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that
statement of financial position;
• income and expenses for each of the income statement and statement of other comprehensive income, are translated at
average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing
on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions);
• all resulting exchange differences are recognised in other comprehensive income; and
• goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.
Foreign exchange gains and losses are presented in the income statement on a net basis within other expenses.
124
Notes to the financial statements • 125
8.4 Going concern
These financial statements have been prepared on a going concern basis, which requires the Board to have reasonable grounds
to believe that Vista Group will be able to pay their debts as and when they become due. The minimum requirement by NZ IAS 1
Presentation of Financial Statements being at least, but not limited to, twelve months from the end of the reporting period.
Vista Group has prepared cash flow projections factoring in a continued impact of the COVID-19 pandemic, covering a period
of at least twelve months after these consolidated financial statements have been authorised for issue. This takes into account
forecast revenue, operating cash flows, forecast capital expenditure and Vista Group’s liquidity position.
At 31 December 2021, Vista Group had $98.2m in liquidity, with $60.4m in cash and $37.8m of undrawn ASB debt facilities. In
addition to this, Vista Group’s EBITDA for the year has returned to being positive and cash balances have increased in H2 2021.
The ASB facilities are due to mature in January 2023 and we have no reason to believe these will not be renewed. Should they not
be renewed, Vista Group has sufficient cash to repay the current $16.2m of drawn debt while also continuing operations.
The success of global vaccine rollouts and the release of new movie content during the year has enabled approximately 87%
of global cinemas to open by 31 December 2021. Against the background of a strong box office, the emergence of the Omicron
strain of COVID-19 is expected to lead to an increase in restrictions on many ‘out of home’ activities across many countries over
the coming months. Though this is not currently expected to lead to the widespread venue closures that occurred in early 2020,
restrictions may lead to some short-term delays to the film release schedule in early 2022. Given the strength of moviegoer
support for new releases and well managed compliance and tracing at cinemas venues, the outlook for the 2022 box office
remains positive.
Based on the assumption that cinemas remain open in key markets, Vista Group projects it will continue to comply with its ASB
facility covenant requirements.
As a result of how unpredictable the COVID-19 pandemic has been on Vista Group and its customers, the Board continues to
take a cautious approach in provisioning against its accounts receivables and accrued revenues. The 34% cumulative provisions
for discounts, credit risk and ECL (as detailed in section 4.1) is Vista Group’s best estimate of the balances that are unlikely to be
recovered.
Vista Group considered the impacts of the COVID-19 pandemic to its subsidiary businesses and assessed its goodwill and other
assets for impairment. Vista Group also reviewed Vista China (an associate company) for loss events that might result in an
impairment loss. Neither review resulted in an impairment charge at the 31 December 2021.
Due to the above, the Board determined the going concern basis of accounting was appropriate in the preparation of these
consolidated financial statements.
8.5 Capital commitments
There were no capital commitments for Vista Group at 31 December 2021 (31 December 2020: $nil).
Group information
These financial statements consolidate the following subsidiaries of the Company:
MovieXchange International Limited2
Inactive
MovieXchange Limited2
Web platform licensing
New Zealand
100%
100%
NAME
Book My Show Limited1
Book My Show (NZ) Limited1
Flicks Limited
Maccs International B.V.
Maccs US1
Movio (IP) Limited
Movio Limited2
Movio, Inc.
Numero Limited
Numero (Aust) Pty Ltd
Powster, Inc.
Powster Ltd
PRINCIPAL ACTIVITY
Inactive
Inactive
COUNTRY OF
INCORPORATION
New Zealand
New Zealand
SHAREHOLDING
2021
-
-
2020
74%
74%
Advertising sales
New Zealand
100%
100%
Software development &
licensing
Software licensing
Netherlands
100%
100%
United States
New Zealand
-
-
100%
100%
Distributor of intellectual
property
New Zealand
100%
100%
Data analytics & marketing
New Zealand
100%
100%
Data analytics & marketing
United States
100%
100%
Holding company
New Zealand
100%
100%
Software development &
licensing
Australia
100%
100%
Marketing & creative solutions
United States
Marketing & creative solutions
United Kingdom
50%
50%
50%
50%
100%
100%
60%
60%
S.C. Share Dimension S.R.L.
Software development
Senda DO Brasil Serviços de Tecnológia LTDA.
Software licensing
Romania
Brazil
Share Dimension B.V.
Software development &
licensing
Netherlands
100%
100%
Virtual Concepts Limited2
Holding company
New Zealand
-
100%
Vista (IP) Limited
Vista Entertainment Solutions Limited
Distributor of intellectual
property
Software development &
licensing
Vista Entertainment Solutions (Asia) Sdn. Bhd.
Software licensing
Vista Entertainment Solutions (Canada) Limited
Inactive
New Zealand
100%
100%
New Zealand
100%
100%
Malaysia
Canada
100%
100%
100%
100%
Vista Entertainment Solutions (NL) B.V.
Software licensing
Netherlands
100%
100%
Vista Entertainment Solutions (Spain), S.L.U.
Inactive
Spain
100%
100%
Vista Entertainment Solutions (UK) Limited
Software licensing
United Kingdom
100%
100%
Vista Entertainment Solutions (USA), Inc.
Software licensing
United States
100%
100%
Vista Group Limited
Inactive
New Zealand
100%
100%
Vista International Entertainment Solutions
South Africa (Pty) Ltd
Software licensing
South Africa
100%
100%
Vista Latin America, S.A. de C.V.
Software licensing
VPF Hub GmbH
Inactive
Mexico
Germany
60%
90%
60%
90%
1 Subsidiary company voluntarily liquidated during 2021.
2 Subsidiary company amalgamations during 2021 include: MovieXchange International Limited amalgamating with MovieXchange Limited and Virtual Concepts Limited
amalgamating with Movio Limited. The remaining amalgamated entities are MovieXchange Limited and Movio Limited.
126
Notes to the financial statements • 127
8.6 Events after balance date
Retriever acquisition
On 16 February 2022, Vista Group announced the acquisition of US entertainment software company Retriever Software, Inc.
(‘Retriever’), demonstrating strong belief in the cinema market following pandemic-related disruption. Vista Cinema will acquire
all Retriever’s software, intellectual property and customers, with an offer of employment to all current employees. Employees
will continue to work from Retriever’s existing premises in Owosso, Michigan and Denver, Colorado.
This transaction will see Vista Cinema add over 100 new customers further strengthening its market share in the US and
cementing its position as the leading cinema software provider in that market.
Due to the proximity of this Retriever acquisition to the release of this Annual Report, Vista Group have yet to determine whether
this acquisition will be classified as a business combination, or an asset acquisition. In accordance with NZ IFRS 3 Business
Combinations, Vista Group have classified the accounting for this transaction as provisional. Disclosures not able to be made in
this Annual Report (such as the fair values of assets acquired) will be included in the 2022 Interim and Annual Reports.
Total consideration for this acquisition will be up to a maximum of US$6.525m and consists of:
• Cash on completion date (US$2.2m);
• 1,529,987 shares in Vista Group being issued to the vendor on completion date (US$2.2m);
• Between US$0.5m and US$1.0m contingent cash consideration payable before 30 April 2023, based on specific post-
completion revenue targets; and
• Up to US$1.125m contingent cash consideration payable based on the retention and integration of key customers over the 24
month period post completion.
Vista Group expect the net assets acquired to predominantly consist of customer contracts, intellectual property and leased
assets. Goodwill will also be recognised should this acquisition be deemed a business combination (none of which would be
deductible for tax purposes).
Other events after balance date
There were no other significant events between balance date and the date these financial statements were authorised for issue.
Independent auditor’s report
To the shareholders of Vista Group International Limited
Our opinion
In our opinion, the accompanying financial statements of Vista Group International Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 31 December 2021, its financial performance and its 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).
the statement of financial position as at 31 December 2021;
the income statement for the year then ended;
What we have audited
The Group's financial statements comprise:
•
•
•
•
•
•
the statement of changes in equity for the year then ended;
the statement of cashflows for the year then ended; and
the statement of other comprehensive income for the year then ended;
the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the 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.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of CEO remuneration benchmarking and
tax advisory services in relation to long term employee incentive schemes. The provision of these
other services has not impaired our independence as auditor of the Group.
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PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Description of the key audit matter
How our audit addressed the key audit matter
Revenue, trade receivables and accrued
revenue provisions
Section 4.1 of the financial statements
provides details of various provisions totalling
$14.9 million at 31 December 2021 that are
recognised in relation to Vista Group’s trade
receivables and accrued revenues balances.
Section 2.1 also provides details of the
accounting treatment of these provisions.
Due to the impact of the ongoing COVID-19
pandemic on Vista Group’s customers there is
significant estimation uncertainty regarding
the amount that may be collected for Vista
Group’s products and services. Vista Group
has entered into price concession
arrangements and has had collection
challenges. Further concessions and write-
offs are probable and therefore management
has made provisions for these outcomes.
Management considered the requirements of
the accounting standards to assess whether
the provisions should be recognised as
expenses or as a reduction to revenue. This
requires judgement regarding the
circumstances related to each of Vista
Group’s revenue arrangements.
Management assessed the recoverability of
receivables, which involved judgements in
relation to assessing the credit risk of the
associated customers and expected future
cash flows based on payment history, age of
the debt, agreed and proposed payment plans
and concessions, whether the customer is in
a form of insolvency, and other information
from communications with the customers.
Given the level of uncertainty and judgement
in this area, the amounts finally collected for
the receivables and accrued revenue may be
materially different to the net balances
recognised.
Our audit focused on this area as a key audit
matter due to the value of the net trade and
other receivables balance and the provisions
within that balance, the judgement involved in
the application of the accounting standards,
the significant estimation uncertainty as a
result of the ongoing COVID-19 pandemic
and level of judgement involved in
determining the appropriate provisions.
Our audit procedures in relation to revenue concession and
receivables (trade receivables and accrued revenue)
provisions included the following:
• We assessed management’s analysis of the appropriate
accounting treatment for the provisions by reference to
the relevant accounting standards;
• We gained an understanding of management’s approach
to developing the assumptions and provisioning method,
and the business processes and controls applied by
management in relation to revenue concessions,
revenue credit risk and receivables provisioning;
• We obtained the calculation performed by management
which includes key assumptions and estimates used by
management for revenue concessions, revenue credit
risk and receivables provisioning;
• We tested on a sample basis the accuracy of the
provisioning model, including the inputs, the
mathematical accuracy of the calculations and
consistency with management’s intended methodology;
• On a sample basis we obtained evidence of the
communications with customers to establish whether
Vista Group had entered into payment plan and/or price
concession arrangements;
• We held discussions with account managers at the local
entity level to gain an understanding of selected
customers’ financial condition, ability to make payments,
and recent payment history;
• We assessed the reasonableness of the total provision
by performing an analysis of the ageing profile of the
gross and net receivable balances at 31 December 2021;
• We considered the projected time to settle the
outstanding net balance based on the recent average
monthly cash collections;
• We performed lookback procedures on the provisions for
the 31 December 2020 balances of a sample of
customers, which were estimated using a similar
approach to the current provisions, and assessed the
accuracy of those provisions based on subsequent cash
collections;
• We considered the possible impact of events after year-
end, including cash collections and new information
regarding the financial condition of customers on a
sample basis; and
• We assessed the adequacy of disclosures in the financial
statements, including the description of significant
assumptions and the possibility of collections being
different to those assumptions.
We have no matters to report as a result of our procedures.
Description of the key audit matter
How our audit addressed the key audit matter
Impairment testing of goodwill
Section 4.4 of the financial statements
provides details of the goodwill balance of
$55.7 million as at 31 December 2021, which
comprised balances in six cash generating
units (CGUs).
The impairment tests were performed as at 31
August 2021, which is the established time for
the annual impairment tests for Vista Group.
Management utilised a value in use (VIU)
methodology to determine the recoverable
amount of each CGU using discounted cash
flows models. These VIUs were then
compared to the carrying amount of the
associated net assets, including goodwill, of
each CGU as at 31 August 2021. The
estimated cash flows used in the VIU model
were based on the management approved 5-
year business models.
Although it is becoming clearer how each
CGU will emerge from the ongoing COVID-19
pandemic, the valuations continue to involve
the application of significant judgement in
forecasting future business performance and
determining certain key assumptions and
estimates, in particular:
• Revenue growth rates for the five year
forecast period;
• The long term growth rates for cash flows
beyond the five year forecast period; and
• The appropriate discount rate for each
CGU.
A further assessment of indicators of
impairment was made as at 31 December
2021. No impairments were recognised.
Our audit focused on this area as a key audit
matter due to the value of the goodwill
balance, the quantum of the prior year
impairment charge and the level of judgement
involved in assessing the recoverable amount
of each CGU.
Our audit procedures in relation to management’s impairment
testing of goodwill at 31 August 2021 included the following:
• We gained an understanding of the business processes
and controls applied by management in performing the
impairment tests;
• We tested the calculations of the VIU model, including
the inputs and the mathematical accuracy and compared
the resulting balances to the relevant net assets of each
CGU;
• We assessed the key estimates and assumptions made
by management in the CGUs’ VIU models, by performing
the following procedures:
− Obtained an understanding of how management
prepared its plans and forecasts and the associated
review and approval processes;
− Assessed management’s ability to accurately
forecast by comparing historical forecasts to actual
results;
− Assessed the growth rates used over the five year
forecast period including how management
considered the impact of the ongoing COVID-19
pandemic in the forecasted cash flows;
− Obtained and evaluated management’s sensitivity
analysis to ascertain the impact of reasonably
possible changes in key assumptions. We also
performed our own sensitivity analysis across a
reasonable range of changes in the discount rate,
forecasted cash flows and terminal growth rates; and
− Engaged our own experts to evaluate the long term
growth rates and discount rates used in the VIU
models by comparing with those of similar market
participants, to evaluate the reasonableness of the
implied valuation multiples, and to review the audit
work we performed; and
• We assessed the adequacy of disclosures in the financial
statements.
We also obtained and assessed management’s assessment
of impairment indicators at year-end.
We have no matters to report as a result of our procedures.
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Our audit approach
Overview
Overall group materiality: $1.07 million, which represents
approximately 5% of weighted average profit/loss before tax over the
past three years, excluding capital gains, restructuring costs,
intangible assets impairment charges and sales tax expenses that
occurred during this three year period.
We chose weighted average profit/loss before tax over the past three
years and to adjust it as described above as the benchmark
because, in our view, it provides a more stable measure of the
Group's performance by moderating the impact of the ongoing
COVID-19 pandemic and other irregular items.
We selected transactions and balances to audit based on their
materiality to Vista Group, rather than determining the scope of
procedures to perform by auditing only specific subsidiaries or
locations.
Impairment testing of goodwill
As reported above, we have two key audit matters, being:
• Revenue, trade receivables and accrued revenue provisions
•
Both of these key audit matters are affected to varying degrees by
the economic uncertainty created by the ongoing COVID-19
pandemic. These uncertainties have been reflected in management’s
approach and our audit procedures, as described in the key audit
matters.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the financial statements and our
auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we obtained prior to
the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs 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 financial statements.
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For and on behalf of:
Chartered Accountants
28 February 2022
Auckland
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Independent auditor's report • 133
5
Directory
Directors
Susan Peterson • Chair
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
James Ogden
Kirk Senior
Registered office
Shed 12, City Works Depot
90 Wellesley St West
Auckland 1010
New Zealand
Phone +64 9 984 4570
Nature of business
Provision of management solutions for the film industry
Company number
1353402
ARBN
Auditor
Solicitors
600 417 203
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Chapman Tripp
Level 34, PwC Tower
DLA Piper
Level 4
Hudson Gavin Martin
Level 16
15 Customs Street West
20 Customhouse Quay
45 Queen Street
Auckland 1010
Wellington 6011
Auckland 1010
Share registry
New Zealand
Australia
Link Market Services Ltd
Link Market Services Ltd
Level 30, PwC Tower
Level 12, 680 George St
15 Customs Street West
Sydney
Auckland 1010
NSW 2000
Bankers
New Zealand
ASB Bank Limited
ASB North Wharf
12 Jellicoe St
Auckland 1010
HSBC
188 Quay St
Auckland 1010
134 • Corporate information
Vista Group International Limited
Shed 12, City Works Depot
90 Wellesley St West
Auckland 1010
New Zealand
+64 9 984 4570
info@vistagroup.co.nz
vistagroup.co