Vista Group
Annual Report
2022
Our purpose
Bring more people together
to experience the magic of
movies and cinema by creating
the platform that connects
the industry and powers the
moviegoer experience
This report is dated 28 February 2023 and signed
on behalf of Vista Group International Limited
by Susan Peterson and James Miller.
Susan Peterson
Chair
James Miller
Chair Audit and Risk Committee
Contents
Letter from the chair
Group overview
Key strategies for 2023
Sustainability
Group trading overview
Remuneration report
Corporate governance
Financial statements
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Dear Shareholder,
Welcome to Vista Group’s Annual Report for 2022.
Over the course of the year, our team has been working
hard to successfully execute our platform strategy, and
we are delighted to be able to share these results with you.
Supporting our clients’ success
and others have committed to transition to
Vista Cloud. As we provide business critical
Supporting our clients to be more successful
infrastructure for cinemas, we implement each
sits at the heart of every decision we make
transition carefully. This approach, supported
at Vista Group. The operating environment
by our great relationships and a clear
across the world has continued to evolve
understanding by our clients of the value that
over the past year and, positioned at the
we bring to their business, ensures that we are
intersection of technology and the moviegoing
successfully maintaining these relationships
experience, Vista Group is ideally placed to
throughout the platform transition.
support our clients to successfully adapt to
these changes.
As a key part of the platform, we were
delighted to launch Movio Cinema EQ in
Our industry leading Vista Cloud SaaS
November. EQ offers a smarter, faster and
platform delivers innovation to our clients
more streamlined solution for cinemas to
more quickly and provides confidence that
improve the way they market movies to
their systems give their customers the best
moviegoers. This launch also cemented
possible experience. At an operational level,
the powerful partnership of EQ and Vista
our platform reduces our clients’ workload
Digital. In the post-pandemic era, there has
and, as a result, provides confidence to
been a swing to purchasing tickets, food and
our clients that they have the best systems
beverage through digital channels. EQ and
available at the lowest possible cost.
Vista Digital provide our exhibitors with new
Our Vista Cloud platform has ignited strong
interest from cinemas who are excited about
a SaaS future. In 2022, we welcomed the
Australian circuit Wallis Cinema as our first
client to go live on the platform. Since then,
Cineplex (a major Canadian cinema circuit),
and innovative ways to serve moviegoers
via web, social, mobile and kiosk. We have
included in this report stories from our clients
who are experiencing the benefits that our
platform has brought to their business.
4
Letter from the Chair • 5
Our performance
keep their finger on the pulse of their
business in real-time. The first phase of
to sustain the productivity that our clients
strategically important SaaS platform future
demand, and our regular monthly team
have been standout highlights. Kimbal is a
At our October Investor Day, we talked
our next-generation business intelligence
surveys have consistently highlighted the
wonderful colleague, mentor and friend for
in greater detail about how our platform
and decision support tools for the exhibition
positive working culture that this initiative
many and will be greatly missed.
enables us to significantly increase our total
industry, it combines theatre, movie and
addressable market. We remain on track to
moviegoer data from Vista, Numero and
reach Annual Recurring Revenue of $175-205
Movio.
million and deliver positive free cash flow
in 2025.
Madex, from Movio, is the audience exchange
platform connecting film distributors and
has created. We have also invested in a new
learning management platform which will be
rolled out to our team in early 2023.
We are delighted that Stuart Dickinson will
commence as our Group CEO in April 2023.
Stuart is an experienced global technology
We have continued to focus on encouraging
executive, with more than 25 years of
a happy and inclusive work environment where
technology leadership experience, most
It is pleasing to see our revenue ahead of
cinema exhibitors with the ideal moviegoers
diversity is embraced. This year, we have
recently as APAC applications practice leader
updated guidance at $135.1 million, together
for each film. After an initial limited release,
welcomed two more female members to the
and New Zealand Country Manager of NYSE
with a solid EBITDA of $10.6 million and our
we’re excited to be expanding the reach and
Executive Leadership Team; Sarah Lewthwaite
listed DXC Technology (NYSE:DXC). Stuart
cash result being consistent with forecast.
capabilities of Madex in 2023. This enables
(CEO, Movio), and Anna Ferguson (Chief
has led significant transformation programmes
These results reflect our key financial and
cinemas to better understand where their
People Officer, Vista Group). We have also
in solutions and systems integration
operating strengths which include our
moviegoers are spending their time digitally
now commenced reporting to understand
internationally and we extend a very warm
long-term client relationships, our leading
so that they can look to connect with them in
our gender pay gap and what steps we might
welcome to him.
position in the global film industry, our
the most relevant way. This gives our clients
take to bring transparency around any areas
strong annuity-based revenue and sustained
confidence that they are optimising their
of opportunity.
We are looking forward to a tremendously
exciting 2023. Our team works passionately
profitability. Moving forward, we will maintain
marketing investment.
our careful financial discipline so we can
realise the operating leverage generated
through our platform.
It has been pleasing to see that cinema
attendance across the globe continues to be
strong, which is demonstrated by a number
of box office highlights. Two of the most
recognisable names in the business – Tom
Cruise and James Cameron – marked their
return to cinema in 2022 and, in doing so,
shattered records. With titles like Avatar:
The Way of Water, Top Gun: Maverick and
Black Panther: Wakanda Forever bringing
in record numbers in 2022, we expect to
see large audiences enjoying a diverse film
slate in 2023 that once again includes highly
anticipated blockbusters.
Looking ahead
Sustainability journey
We have our part to play in making a
difference to the world in which we operate.
We call that ngā mea pai me ngā tangata pai -
doing good things with good people.
We are pleased to share our first sustainability
report, outlining our approach and progress
thus far. Our forward-looking sustainability
framework is built around three pillars:
• People: Caring for our people and
communities
• Trust: Building greater trust
• Environment: Impactful innovation and
consuming responsibly.
Due to the success of ‘R&R Friday’s’, the
4.5-day work week trial that we undertook
In 2023, we will expand our capabilities to
in 2021, we were delighted to make this
further support our clients’ ongoing success.
a permanent initiative as we continue to
An example of this is Vista Oneview, a mobile
encourage balance for our people. We found
app that enables our cinema executives to
that our dedicated team have been able
We are also measuring our carbon footprint
and tirelessly to fulfil our purpose to power
and we intend to publish our first voluntary
the moviegoer experience, and to help more
carbon statement in 2023, using the standards
of our clients to be more successful. I’d like
of TCFD reporting. We are excited that our
to personally thank each and every one
Vista Cloud strategy will also assist our clients
of our team members for their dedicated
to reduce their carbon footprint.
contribution throughout the year.
Thank you for the trust you place in Vista
Group and we hope that you and your loved
ones remain safe and well.
Ngā mihi nui.
Executive changes
In June 2022, Murray Holdaway, Vista’s
co-founder, stepped down from his role of
Chief Product Officer. Murray remains as a
director on our Board and so we will continue
to benefit from his deep understanding of the
business and the industry.
In December 2022, Kimbal Riley announced
his retirement after five years as Group CEO
and nearly a decade at the company overall.
Susan Peterson
On behalf of our Board and management
Chair
team, I would like to warmly thank Kimbal
for all that he has contributed during his
time at Vista. Kimbal’s leadership through
the challenges that the pandemic presented
the film industry and driving Vista Group’s
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Letter from the Chair • 7
Group overview
Our purpose is to bring more people
together to experience the magic of
movies and cinema by creating the
platform that connects the industry
and powers the moviegoer experience.
Our businesses
Full value chain of the film industry
This purpose serves as the driving force
behind the Vista Cloud SaaS platform,
bringing intention to our innovation and
delivering value to our clients’ customers - the
moviegoer.
Our 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 solutions.
Our solutions 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.
Production
Distribution
Exhibition
Moviegoer
Vista Cinema
Movio
Numero • Maccs
Powster
Flicks
8
Group overview • 9
A year of continued Annualised Recurring Revenue growth
as industry-leading SaaS platform gains momentum
Total revenue
$135.1m
Recurring revenue1
$112.3m
SaaS revenue2
$38.4m
ARR3
EBITDA4
$118m
$10.6m
Net profit after tax
-$20.9m
Operating cashflow
$12.4m
38%
38%
38%
22%
63%
-111%
10%
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
$135m
$98m
$88m
$112m
$81m
$66m
$38m
$28m
$24m
$118m
$97m
$87m
$11m
$7m
-$11m
-$21m
-$10m
-$57m
$12m
$11m
$3m
1
2
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.
SaaS revenues are those derived from subscription-based cloud-hosted software, with the software located on externally provided servers.
3 ARR is Annualised Recurring Revenue, calculated as trailing 3 month recurring revenue multiplied by four.
10
4 EBITDA is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses” (see section 2.3 of the
financial statements) and share of equity accounted results from associates.
Group overview • 11
Key strategies for 2023
Our purpose-driven strategy is to build a sustainable
platform that will connect the industry and power the
moviegoer experience. The strategy means we can
accelerate our innovation, empowering our clients to
give moviegoers the fullest possible experience and
motivate people to see movies more often. There are
three key parts to our strategy:
Expand our core
platform that
delivers value to
our clients and
connects moviegoers
Support our clients to
rebuild their business
Create and invest in
new opportunities
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Key strategies for 2023 • 13
Key Strategies for 2023
Support our clients to
rebuild their business
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Key strategies for 2023 • 15
Building momentum
Domestic1 box office records Dec 2021 – Dec 2022
Two of the top 5 highest grossing movies of all time were released post pandemic:
2022 demonstrated cinema exhibition’s resilience. Global
box office was up 22% on prior year1, with North America
– the highest grossing region - up 64% on 2021 and earning
more than the prior two years combined.2
While there is further ground to make up,
research proves that the most avid streamers
are also the most enthusiastic cinemagoers3.
The major studios have renewed their love
affair with cinema, and analysis demonstrates
that almost 100% of a major movie’s box
office is achieved well within the new 45-day
theatrical window standard.
Studio executives are seeing the strengths of
cinema and streaming providers co-existing,
with the theatrical experience serving as a
key part of the economic model of content
development. Originally slated to have a
streaming release, Magic Mike’s Last Dance
shifted to a theatrical release, and Amazon’s
“I’ve seen the data… A movie that
opens in theaters performs five
times as well as when it goes directly
to streaming.”
David Zaslav
President and CEO of Warner Bros. Discovery
“Theatrical still has the greatest
impact. That sort of theatrical release,
45 days later to streaming, that’s
working beautifully. The bigger the hit
in theatres, the greater the impact in
streaming. The path to monetization
now is greater.”
upcoming sports drama, Air, will have a
Brian Robbins
global theatrical release before premiering
President and CEO of Paramount Pictures
on Amazon Prime Video.
“We’re back to the theatres. Around
the world, people are going back to
theatres ... we’re seeing, as a society,
we need this. We need to go to movie
theatres and have that experience.”
James Cameron
Director-Producer Avatar: The Way of Water
Spider-Man: No Way Home
Released December 2021
$814M USD (#3)
Top Gun: Maverick
Released May 2022
$718M USD (#5)
Post pandemic records also set:
Biggest 4th July opening weekend:
Minions: The Rise of Gru - Released July 2022 | $123M USD
Biggest Memorial Day opening weekend:
Top Gun: Maverick - Released May 2022 | $160M USD
Biggest November opening weekend ever:
Black Panther: Wakanda Forever - Released November 2022 | $181M USD
The 6th movie to ever cross $2 billion USD worldwide:
Avatar: The Way of Water - Released December 2022 | $2.2B USD
Source: Omdia
Source: BMO
1
2
3 Source: Morning Consult
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1. Domestic refers to box office reporting for the United States and Canada
Key strategies for 2023 • 17
Global box office (US$m)
2015 - 2025
North America
Western Europe
Eastern Europe
Middle East & Africa
Latin America & The Caribbean
Asia & Oceania (Ex China, India)
Grand Total
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
Moviegoing desire is strong
A 2022 survey conducted by BFI IMAX in the UK of 2,000 adults found that:
• 56% feel more immersed and connected to a blockbuster film if they watch it in a cinema
• 41% of adults regretted watching a blockbuster at home
• 71% think the big screen experience is the main draw to watching a film at the cinema
• 48% wish they went to the cinema more often.
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
l
a
u
t
c
A
t
s
a
c
e
r
o
F
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Key strategies for 2023 • 19
Source: Omdia
Battle of the blockbusters
There is a wealth of content to look forward to in 2023 and beyond. Blockbusters are once again
competing for the prime release dates but there is also the return of variety of genres to appeal to a
variety of moviegoers. Horror, comedy, rom-coms and awards friendly titles are all back in cinemas.
20
*Correct at time of printing
Key strategies for 2023 • 21
From our clients
Curzon | Vista Digital
Curzon Cinema reopens
with an enhanced user
experience powered by
Vista Digital.
Curzon Cinemas is an independent cinema
group based in the UK with 55 screens.
Following the closure of their cinema
doors in March 2020, Curzon didn’t want
to merely survive the pandemic, but to
bring about expansion once live screening
commenced again.
Partnering with Vista Digital for design
services, web development, custom
integrations, and loyalty reorganisation,
Curzon aimed to unify its digital presence
and offer consistent moviegoer experiences.
Omnia, Vista’s in-house digital agency
which leverages Vista Cloud technology to
Loyalty and Subscriptions integrations into
the video on demand (VOD) platform - as
well as an innovative e-ticket, Living Ticket,
which reflects live booking details and
places moviegoers in control of their cinema
experience.
“In a very short time, we got
what we needed from the
Vista team: shared payments,
revenue expansion, consolidated
memberships, and a single user
experience and brand,” said Leo
Brend, Director of Technology at
Curzon. “The process for booking
tickets has never been smoother.
The number of paid subscribers
is growing fast.”
build digital experiences, led the redesign.
As a result, engaging with their members is
Omnia’s skilled designers, developers, testers,
easier than ever, and allows moviegoers to
and all-round digital experts put together
take full advantage of their incredible cinema
a completely tailor-made digital design
and VOD offering. Looking ahead, Curzon’s
seamlessly integrating home and in-theatre
website means the fundamentals of their
cinema to support Curzon’s business goals
business are now easily scalable, creating a
and meet their vision.
Curzon’s ambitious redesign required a depth
of technical customisation only possible
with Omnia and SaaS technology. It included
cloud-hosting, an embedded payment
connector, automation of film media content
through MX Film and CDN, and a feature-
rich membership section—with custom
smooth pathway for effective expansion both
within the UK and internationally. Curzon’s
partnership with Vista will continue to
support and advance their overall mission
of transforming the moviegoer experience.
22
Key Strategies for 2023
Expand our core
platform that delivers
value to our clients and
connects moviegoers
24
Key strategies for 2023 • 25
A platform to power
the global industry
As the industry and box office continues its
positive trajectory, we have continued accelerating
our platform strategy to empower the cinema of
the future and enhance the moviegoer experience.
MOVIO CINEMA EQ
Connecting every moviegoer to their ideal movie
VISTA DIGITAL
Delivering the best digital experience for moviegoers
VISTA CLOUD
The future of cinema management
Enhanced experience, measurable impact
By delivering rapid innovation, a scalable
experience, free of distraction. Here, EQ
and secure platform, and efficient client
improves the way cinemas market movies
support experiences, the technical tasks
to their audiences.
of managing an on-premise software stack
are largely removed for cinemas, meaning
they can spend more time focusing on the
moviegoer experience.
The platform-based strategy enables us to
significantly increase our total addressable
market, drive operating leverage, see
reduced working capital, and align revenue
The platform's simple software solutions
with client success. We’re on track with our
fosters productivity, provides efficiencies
platform progress and in 2023 we are looking
to drive both attendance and spend, while
forward to building on the momentum of its
taking the guesswork out of targeted
development. Client interest is strong and
marketing. In a world where cinemas are
our value proposition is clear. As we amplify
data-rich and time poor, and with a broad
the opportunity for our organisation we will
entertainment landscape from TikTok to
continue to provide technology that makes
streaming, delivering targeted content is
a measurable difference for our clients and
the proven way for cinemas to cut through
powers a better moviegoer experience.
the noise and deliver a unique, immersive
Our platform is transforming cinema operations for our
exhibitor clients. From simple and serverless innovation
with Vista Cloud, to rich digital experiences for moviegoers
with Vista Digital, and streamlined marketing solutions
with Movio Cinema EQ, our platform will power the
industry globally.
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Key strategies for 2023 • 27
The platform
Movio Cinema EQ
Movio launched their latest innovative SaaS product, Movio Cinema EQ, in November 2022.
Building on Movio’s previous products, EQ offers a smarter, faster and more streamlined
solution for cinemas to improve the way they market movies to moviegoers. The new solution
harnesses more than a decade of movie marketing expertise, empowering cinemas to enhance
their connection with moviegoers, drive guest engagement, and increase attendance and spend.
EQ improves the experience for marketers and moviegoers, creating impactful marketing
campaigns that draw from moviegoers’ habits and motivations, to reach cinemas’ target audiences
with the right message at the optimal time.
Turn to page 32 to hear Cineplexx Greece’s experience as an EQ client.
Vista Digital
Vista Digital is responding to the needs of moviegoers, offering a flexible and modern solution
without compromising on security or reliability. With a focus on enhancing the moviegoer
experience, Vista Digital enables clients to thrive in a digital-first environment, where we
frequently see more than 70% of moviegoers choosing to transact, and with the expectation
of a seamless digital experience.
The self-service tools provide an overall richer experience and we’re bringing modern solutions to
clients with Vista Digital, including Lumos, Vista’s sleek and configurable out-of-the box solution
for websites, apps and kiosk; and Omnia, delivering a bespoke digital experience, tailored to a
cinemas desired user interface and user experience.
Hear more about Vista Digital from Vista Cinema’s Chief Revenue Officer, Mischa Kay, on page 35.
Vista Cloud
Vista Cloud is the future of cinema management. Its innovation maximises efficiency for clients in
their everyday operations, providing a comprehensive, reliable, and secure solution that powers
all areas of their business. In 2022 we welcomed our first clients to Vista Cloud, providing simple
and serverless innovation that helps them ensure moviegoers enjoy the fullest possible experience.
As the core of the platform, Vista Cloud sees a transfer of responsibility from the on-premise
model of Vista Cinema to the SaaS world of cloud, which requires less maintenance, direct
operation from clients and a simpler fee system. Vista Cloud today has outcome parity, ensuring
broad market-fit and ease of adoption. It is a highly functional and reliable platform to build upon.
Turn to page 30 to see the platform journey.
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Key strategies for 2023 • 29
The platform journey
Significant progress has been made on the Vista Cloud SaaS
platform, and early adopters are getting the first experience
of the best technology the market has to offer.
Where are we now
What’s coming in 2023 and beyond
Movio Cinema EQ
• 2022 target of seven Movio Cinema clients
• EQ delivering full feature suite from Movio Cinema legacy platform
migrated to EQ achieved
• Learnings from Alpha and early Beta clients
incorporated into next round of client
onboarding
• Additional Movio Cinema features delivered
for EQ: Journeys and enhanced reporting
• 15+ EQ clients confirmed for migration in
next round of Beta
• Strong offer – focus on Vista Digital
technology roadmap delivering client
value at scale
• Lumos Mobile – live with first US client
• Platform readiness – stability and
manageability improvements made across
the platform
• Completing the suite – cloud identity,
networking and security now integrated
across entire product portfolio
Vista Digital
Vista Cloud
• Additional EQ features: non-loyalty member targeting and multi-channel campaigns/Journeys,
and additional marketing channels
• Continuing to evolve AI segmentation and content creation to establish deeper
& wider data profile of movie-going public
• Complete migration of all remaining Movio Cinema clients to EQ and depreciate
Movio Cinema legacy platform
• Business development to onboard new Movio clients direct to EQ
• Lumos Kiosk – live with first clients. Web and mobile channels actively displacing
legacy products
• Next-gen Digital – industry-leading moviegoer experiences and personalisation
features to capture market share.
• Onboarding readiness for scale – significant reduction in deployment time and effort
to enable onboarding and updating the platform at scale to target adoption rates
• Platform capability and maturity – essential modernisation of business critical services
and offline capabilities to improve performance, reliability, manageability and cost to serve
• Marketplace – initial commercial marketplace iteration, live and learning
• Cloud benefits – enhanced user experience, productivity and decision support features
to deliver continuous value for Cloud clients and motivate late adopters
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Key strategies for 2023 • 31
From our clients
Cineplexx Greece | Movio Cinema EQ
A Movio client since 2019, and a Movio
picture of how their campaigns are positively
Cinema EQ client since October 2022,
impacting moviegoer spend and behaviour.
Cineplexx International were one of Movio’s
early adopters of EQ. Cineplexx International
is one of Europe’s most expansive chains,
with over 60 cinemas in 12 European
countries. As one of their first territories to
transition to EQ, Cineplexx Greece has been
enjoying both the business and operational
benefits that the new product provides.
For Cineplexx Greece and many other
cinema circuits around the world, automated
communications via EQ offer a new and
improved level of efficiency and the ability
to remain in consistent, positive contact
with moviegoers. EQ’s new Journeys feature
provides ultra-personalised campaigns to help
cinemas regularly and effectively engage with
Cineplexx Greece strives to enhance
moviegoers. With access to pre-configured
the moviegoing experience before the
Journey templates, along with options to
moviegoer steps foot into the cinema. As a
formulate their own, Cineplexx Greece can
comprehensive campaign management and
leverage creative journeys such as Moviegoer’s
targeted marketing solution, EQ has provided
Birthday, New Member, and Last Transacted
Cineplexx Greece with an improved toolkit
to drive business results while minimising
for building and implementing highly
configuration time by their team.
personalised campaigns.
As Cineplexx Greece builds more campaigns
EQ’s unique AI functionality allows Cineplexx
to engage and connect with their moviegoers,
Greece to benefit from a smarter, data-driven
they look forward to the continued efficiency
approach to their targeting. While in the past,
EQ provides.
Cineplexx Greece has relied on moviegoer
lists based on age, gender, or genre, EQ's
propensity algorithm finds and targets the
most relevant audience based on their past
movie-watching behaviour. This takes the
guesswork out of their targeted marketing
and is particularly valuable for the regular
email newsletters Cineplexx Greece send to
their customers, enabling them to dynamically
automate personalised content that entices
more people to go to the movies. With EQ
enabling a laser focus on the moviegoer
experience and a new approach to their
marketing, Cineplexx Greece are now able
to increase engagement, and get a clearer
“Our mission is to provide a premium
moviegoing experience for our customers,
which builds a long-term relationship between
us. That starts with relevant and personalised
communications that maximise customer
engagement and drive visitation. With EQ, the
process to achieve this has been significantly
streamlined, as has our ability to understand
who is visiting and why. We’re looking forward
to many more successful campaigns with EQ,
reaching more moviegoers and connecting
them with their ideal movies.”
Mag. Christof Papousek
Managing Partner – CINEPLEXX International
32
From our leaders
Sarah Lewthwaite | CEO, Movio
Mischa Kay | Chief Revenue Officer, Vista Cinema
proven that Movio's data science and
dynamic marketing tools deliver incremental
attendance and spend. With EQ, we will make
this even easier for our clients, taking the
guesswork out of their targeted marketing,
ensuring that moviegoers enjoy the most
personalised experience, and that our clients
are delivering the most value back to their
bottom line.
Discuss the strength of EQ within the
context of the platform.
The Vista Group platform is an unbeatable
combination of products that will enable
cinemas to deliver integrated digital
experiences to their guests. While EQ
empowers cinemas to deliver highly targeted,
data-driven campaigns across several digital
marketing channels, the partnership with Vista
Cloud and Vista Digital will take that strategy
one step further. Cinemas will be able to begin
personalising their sales channels, such as
their website and kiosk, with Movio-driven
recommendations and targeted offers. This
push and pull of data, campaigns and offers
in near-real time across the products within
the platform, will ensure that the guest
experience is enriched at all touchpoints.
This is only possible for our clients that
implement EQ as part of their strategy.
What movie are you most excited to
see in cinema this year?
The Little Mermaid: I just hope cinemas offer
a singalong version!
What is your vision for Movio
Cinema EQ?
EQ will reshape how cinemas market to
moviegoers. We've taken all that we've learnt
and built over the past decade, and have
reinvented Movio to be a faster, simpler and
smarter platform. With Movio's revolutionary
data science capabilities at its core, and a
newly imagined user experience, EQ will
automatically help cinema marketers to
surface and connect with the right audience
segment no matter what the film, stage of
release cycle, or KPI they are focused on.
What impact will EQ have for clients
and the wider industry?
EQ will help marketers who may be
increasingly stretched for time and resources
deliver impactful marketing campaigns at
all digital touchpoints, with ease. We've
What is your vision for Cloud
and Digital?
For Vista Cloud it is as simple as empowering
cinema teams to focus on operating the best
possible exhibition business they can. Vista
Cloud is the cinema management product
we’ve always wanted to provide – rapid
innovation cycles, fully managed upgrades,
and enhanced support capabilities wrapped
up in a secure, reliable service.
Vista Digital goes a step further by not only
providing the best digital tools for cinema, but
also focusing in on the moviegoer experience;
how we build digital channels that encourage
repeat behaviour, reduce abandoned
transactions, and create upsell opportunities
is at the forefront of our thinking behind
Vista Digital.
What impact will these solutions have
for clients and the wider industry?
We believe that the products we build
these two products we are able to provide
solutions to cinemas and moviegoers alike
that no other software can come even close
to achieving. I am particularly excited to see
what’s possible as these product offers evolve.
What movie are you most excited to
see in cinema this year?
empower cinemas to be their very best as
There are so many great films coming out this
they can focus on the business of the movies
year. First place in terms of my excitement
and we take care of the rest. We can do much
goes to the second instalment of Dune,
of the heavy lifting in the background while
but I am looking forward to Beau is Afraid,
our clients and the wider industry focuses on
Oppenheimer, Mission Impossible: Dead
recovering the box office.
How does Movio Cinema EQ
complement Vista Digital?
Reckoning, Indiana Jones, John Wick 4, and
Scream 6. Oh, and unashamedly, Barbie –
the teaser trailer is a play on 2001: A Space
Odyssey, so I have to assume we are in for a
Movio Cinema EQ and Vista Digital were
wild ride on that one.
made for each other, the perfect partnership
delivering moviegoer insights and experiences
through data and technology. By combining
34
Key strategies for 2023 • 35
Key strategies for 2023
Create and invest in
new opportunities
36
Key strategies for 2023 • 37
Innovation for the
future of cinema
We’re excited to be delivering innovation to our clients and
the industry in 2023. The new capabilities we have to offer
support the mission of our core platform and strengthen
our purpose.
Vista Oneview
Madex
Vista Oneview is the home of clarity for
executive cinema leaders. A mobile app that
enables leaders to keep their finger on the
pulse of their business in real-time. Oneview
harnesses the best of Vista Group, uniting
theatre, movie and moviegoer data from Vista,
Movio and Numero in a contextually relevant
way. Users will be able to easily absorb
insights, effortlessly trigger actions to rapidly
drive performance and remain connected to
their cinemas. This app marks the first phase
of our next-generation business intelligence
and decision support tools for the exhibition
industry and we are excited to get it into the
hands of our cinema clients in 2023.
Madex is an audience exchange platform
connecting film distributors and cinemas with
the ideal moviegoers for each film. After an
initial limited release, we’re excited to be
expanding the reach and capabilities of Madex
in 2023. The platform enables distributors to
access and build highly-targeted audiences
for every theatrical release – sourced from
cinema loyalty programmes – with AI-driven
propensity tied to similar movies people
have seen. An added benefit, cinemas can
now connect with moviegoers where they are
spending more of their time digitally, including
YouTube, Facebook, Instagram, Snapchat, and
Twitter, while maintaining a highly targeted
audience to maximise their digital spend.
Vista Oneview
Madex
38
Key strategies for 2023 • 39
From our leaders
Matthew Liebmann | Chief Innovation Officer, Vista Group
Gabriel Swartland | SVP, Client Services, Movio
data to make operations more efficient and
effective in these cost-constrained times. And
second, to measure, monitor and enhance the
experience exhibitors deliver to their guests.
How is Vista Oneview showcasing
Vista Group’s innovation for our
clients’ benefit?
Oneview is the first Vista Group product
developed specifically for cinema CEOs
and their executives. A mobile app, it allows
these leaders to keep their finger on the
pulse of their moviegoer, theatre and movie
performance in real time and on the go by
combining Vista, Numero and Movio data
in one platform for the first time.
What areas of innovation will most
benefit our cinema clients and
moviegoers?
How do you see the cinema industry
evolving this year and beyond?
We must consider two drivers: are people
willing to return to the cinema, and is there
a large and diverse slate of movies to watch
when they do? In 2022, Top Gun: Maverick,
Delivering an ‘experience’ has never been
Avatar: The Way of Water, Minions: The
more critical for cinema, and that experience
Rise of Gru, Elvis, The Lost City, Smile, and
must address how the movie is shown, the
Everything Everywhere All At Once proved that
theatre itself and the people operating it. Our
various segments will return. The movie slate
technological innovations must enable our
for 2023 already looks substantially better
clients to identify and attract moviegoers,
with more movies still to be scheduled. So, the
streamline transactional workflows and
building blocks are there for a really exciting
empower lean front-line teams to consistently
year for the industry and moviegoers alike.
deliver outstanding service within amazing
How will the role of data evolve for
the industry this year?
Our industry has primarily used data for
facilities.
What movie are you most excited to
see in cinema this year?
marketing: to identify audience segments
Without doubt, Indiana Jones and the Dial of
and connect them to their ideal movies. I see
Destiny.
this expanding in two ways. First, harnessing
What Movio innovations is Madex
leveraging to increase its effectiveness
and user experience?
Movio's propensity algorithm sits at the
heart of Madex's targeting and segmentation
functionality. The algorithm uses moviegoer
past behaviour to determine the likelihood
to watch a given film, and ranks the potential
audience accordingly. This innovation has
delivered great conversions for Movio's
cinema partners for some time, and it keeps
getting smarter. It also unlocks behavioural-
based insights and tactics for studios, helping
them market more effectively and more
efficiently.
How is Madex benefitting studios,
cinemas and, in turn, moviegoers?
exchange for moviegoers sharing their data
is quite straightforward. Cinemas collect
only the necessary data points that will help
them deliver a premium level of personalised
Connecting to moviegoers where they are
service that moviegoers have come to expect.
is essential. Madex has direct integrations
By understanding how people spend their
with all the major social and digital platforms
time and money at the cinema, which touch
which enables cinemas and studios to put the
points they use and when, cinemas are able to
right message, in the right format in front of
influence attendance and drive that movie-
the right moviegoer. Moviegoers expect this
going habit.
level of personalisation when it comes to the
marketing messages they receive and with
tools like Madex, cinemas and studios can
ensure their marketing budgets are well spent.
What role does data play in powering
the moviegoer experience and
encouraging people to see movies
more frequently?
It all starts with the data. We are fortunate
that being in a leisure industry, the value
What movie are you most excited to
see in cinema this year?
I love a Mission Impossible film so I'm excited
about the next one, and I can't wait for Dune
later in the year. The film I'm most excited
about is Oppenheimer from Christopher
Nolan. He is a genius filmmaker, and the
prospect of something so cinematic AND
original is what I cannot wait for.
40
Key strategies for 2023 • 41
Sustainability
42
Sustainability • 43
Sustainability
Our sustainability approach
Sustainability Journey
As the world continues to face big challenges,
Vista Group’s Board of Directors has
Looking ahead to 2023 our focus will continue to be on building our foundations.
we recognise that we have our part to play in
overarching responsibility for sustainability.
making a difference to the world we connect
They provide strategic direction and
with. We call that ngā mea pai me ngā
guidance for our pathway and have adopted
tangata pai - doing good things with good
our framework. Oversight on the delivery
people.
During 2022, we decided to put a fresh focus
on sustainability topics likely to affect Vista
Group in our efforts towards a sustainable
future. We began developing a sustainability
strategy that initially complements, then
of our approach is delegated to the Audit
and Risk Committee and Nominations and
Remuneration Committee, who focus on
specific areas of sustainability, including
climate change, and make recommendations
to the Board for consideration.
will be embedded into the Vista Group
The framework is core to our approach. The
strategy. We are excited to provide our first
focus areas assist our Executive Leadership
sustainability report, which outlines the
Team to inform and guide how we manage our
topics that are most important to us now, our
business, and the targets hold us to account
progress in 2022 and our future ambitions.
and drive us to deliver the positive impact
In September 2022, we engaged an
independent consultant to guide us in
developing our sustainability strategy and
framework. This process involved a series of
workshops where members of our executive
and senior leadership teams analysed key
material topics for the technology industry
we make on society and the planet. Our
forward-looking framework is built around
the following three pillars that supports our
purpose-driven strategy to build a sustainable
platform that will connect the industry and
power the moviegoer experience:
• People: Caring for our people and
and considered day to day feedback from our
communities
stakeholders. This allowed us to articulate the
• Trust: Building greater trust
topics we value as critical to Vista Group and
our stakeholders and refine our aspirations.
Our framework will evolve as we continue
the conversation with our stakeholders,
which will enable us to enhance initiatives
where we have the greatest potential to
make a positive impact.
• Environment: Impactful innovation and
consuming responsibly.
Consuming responsibly & impactful innovation
• Verification of baseline year greenhouse gas emissions by Toitū
• Publish first voluntary climate-related financial disclosure statement
• Undertake climate change scenario analysis
• Continue to implement process improvement for greenhouse gas
data capture
Building greater trust
• ISAE (NZ) 3000 / SAE 3150 assurance review finalised – Vista Cinema
• Board Governance roadshow
Caring for our people and communities
• Report and take action to minimise the gender pay gap
44
Sustainability • 45
Sustainability framework
Caring for our people
and communities
• Health, safety and wellbeing is an
integral part of our everyday business
and culture
• Provide an engaging employment
experience where our people can grow
and excel
• Diversity that reflects our communities
• Safe, supportive and inclusive culture
• Consistent and equitable approach in
measuring performance and potential
Building greater trust
Consuming responsibly
& impactful innovation
• Improved & highly reliable cinema
• Understand, measure and reduce Vista
- branded digital channels
Group’s carbon footprint
• Maintaining an effective governance and
• Through innovation assist our clients to
decision-making structure
reduce their carbon footprint
• Continuous improvement to safeguard
• Develop responsible procurement
critical systems and protecting data
practices
• Responsible business conduct and
ethics
• Maintaining an adequate and effective
risk management and internal control
system
• Aspire to 40/40/20 gender diversity (all
• ISAE (NZ) 3000 / SAE 3150 controls
• 1600 – 2400 client sites on the platform
employees) by 2030
• An eNPS score ≥45
• A wellbeing score >50
• Expand leadership development and
mentoring programmes to all regions
• Report and take action to minimise the
gender pay gap
assurance report for Vista Cinema (NZ
by December 2025
equivalent to SOC 2 report)
• Publish first voluntary climate-related
• No notifiable privacy breaches or critical
financial disclosures for FY22
security incidents
• Integrate environmental expectations
• Maintain annual Board governance
into Supplier Code of Conduct
roadshows
Priorities
Focus areas
Targets
United Nations
Sustainable
Development Goals
46
Sustainability • 47
Caring for our people
and communities
2022 was a great year,
with a clear strategy
and direction and more
of our people returning
to the office again, we
built momentum towards
achieving our goal of
becoming a cloud-based
company.
Our people are at the heart of our ongoing
global Executive Leadership Team also had the
As inflation rates steadily increase across
out to our employees in early 2023, with an
success, and we take care to ensure they
opportunity to meet together in person again
the globe and with energy prices soaring in
initial focus on a best practice onboarding
engage meaningfully with their work, connect
for the first time since the borders opened.
Europe, the cost of living has been a real
experience for our new joiners.
with our purpose and have opportunities for
growth and development. We take pride in the
positive culture we have fostered and in the
level of commitment and engagement of our
people. Vista Group has continued to increase
our high employee engagement, with an
employee net promoter score (eNPS) of +49,
up from 42 in 2021, which is now in the top
quartile in the technology industry.
The ethnic diversity of our people was
highlighted through the course of the year with
local events throughout the year. Highlights
included Diwali, the Hindu festival of light,
in Auckland and Día de los Muertos, also
known as Day of the Dead, in our Mexico
City and Los Angeles offices. Celebrations
such as these are led by our employees for
their colleagues, with a focus on building a
our Work Well programme, it has also been
occasions and fostering inclusion.
great to see our people returning to the office
again to connect and collaborate. Across all
our locations, there have been a range of
activities to welcome our people back to the
office - from group wide meetings, strategy
sessions, development workshops, team
events and social activities. In late 2022, the
Following an initial trial of a 4.5 day working
week, we are pleased to now have made this
a permanent benefit to our people. It has
proved to have a significant positive impact
on general wellbeing while maintaining a high
level of productivity.
concern to our people. To address this,
Vista Group paid a cost-of living bonus to our
most impacted employees to help alleviate
some of that cost. The bonus was paid in
additional to the annual salary review.
It is important to us as a company and as
individuals to contribute to our communities.
In 2022, Vista Group donated $85,000 to
the Vista Foundation. The Vista Foundation
undertakes initiatives to nurture the continued
Despite these external challenges, Vista Group
growth and success of the New Zealand film
has maintained great people experience by
industry and is the naming sponsor of the
looking after and growing our people while
48Hours film festival.
trying to secure additional talent to deliver our
Together with our people, we contributed
$8,200 to support the humanitarian response
We have increased the investment in the
in Ukraine, $4,800 by participating in Sweat
growth and development of our people,
with Pride, and provided both financial and
introducing new learning and development
competition preparedness support to the
initiatives, from leadership development and
Lynfield College robotics team.
coaching through to wellbeing workshops.
We have also invested in a new learning
management platform which will be rolled
While we continue to offer flexibility through
shared understanding of culturally significant
strategic goals.
48
Sustainability • 49
From our
people
Vicki Parry
Documentation Manager
What are the values of Vista that
to make the change to further develop the
resonated with you when you started?
company’s global presence is exciting to me.
Like many New Zealand technical writers, I
came into the field purely by chance. Eleven
years ago, after deciding to pursue a career in
technical writing, I joined Vista in one of their
few technical writer roles.
The recruiter had spoken highly of Vista, the
family vibe, and the people-focused culture.
Those attributes were important to me and
still are.
What is a project you’ve been proud to
work on at Vista?
There is always a sense of drive and
commitment from our people across our
strategic and objective projects. However,
I felt an incredible sense of pride in being
part of the collaborative effort across the
organisation to develop the Covid-19 Cinema
Reopening Kit. All aspects of the business
Since then, Vista’s family has grown
were considered and included, ensuring we
immensely. However, the culture and feeling
supported our clients to recover from the
of being family have survived, along with
impact of the pandemic.
my sense of satisfaction at working for a
successful company. For me, feeling I am part
of something significant is essential.
What is it that still excites you
about Vista?
What are you looking forward to in 2023?
The importance of well-constructed
documentation is often overlooked. However,
Vista is fortunate to have a team of highly-
skilled technical writers in our Knowledge
I have seen Vista go from being privately
Services team. I’m looking forward to seeing
owned to being a publicly-listed group of
their work showcased in our Vista Cloud
companies. We found our way through the
and Veezi Help Centres. Providing good
global pandemic and have moved from being
publicly accessible documentation, delivered
an on-premise solution to a cloud offering.
as a modern, pleasant reading experience,
There has been a lot of change, and I
recognise that further change is required to
see the platform grow into a mature cloud
software solution. Being part of a New
Zealand headquartered company determined
improves client satisfaction and enhances
Vista’s marketing efforts. It also allows for
feedback and data analytics and reduces
pressure on our customer support teams by
deflecting customer service calls.
Galina Vidrio Uribe
Graphic Designer
What aspects of the company drew you to
Cinemark. We created the concept, the look
Vista Group?
What charmed me the most was the different
ways Vista Group has an impact on the client
and feel, and the graphics and put them all
together into a mail layout. It was a great
experience.
journey. At every step of the way, Vista takes
What are you most looking forward to
into account everyone who is involved in
working on in 2023?
I am thrilled about working on Movio Cinema
EQ and discovering this new phase. I am
also excited to keep learning about Movio
templates and how they are used in other
countries. In short, I want to keep learning,
improving, and growing.
the cinema experience - from the software
powering the day to day management of
cinemas, to the moviegoers' experience of
watching a movie.
What parts of your role at Movio excite
you?
What I like about working at Movio are the
points of contact with moviegoers, the way
the platform takes care of loyalty information,
and email communications (or Facebook
campaign, SMS), and how we put it all
together into reports, graphics, and numbers,
and more.
As a graphic designer, I am into the behind-
the-scenes of email development: coding. I
also love movie posters, and Movio allows
me to explore more design skills such as
animation.
What is a project in LATAM that you’ve
been proud to work on at Movio?
If I had to choose a project, it would be
the development of the digital layout for
50
Sustainability • 51
Demographics
Regional distribution
Female representation
New Zealand
United States
United Kingdom
Mexico
Europe
South Africa
Australia
Malaysia
371
101
92
91
81
33
6
4
Our people
Our board1
Executive leadership team
Senior leadership team2
2022
2021
2022
2021
2022
2021
2022
2021
32% (252)
30% (192)
33% (2)
29% (2)
27% (3)
22% (2)
37% (3)
43% (3)
Age distribution
Languages spoken
33
10.1%
Gender pay gap
20 - 28
192 (25%)
29 - 37
294 (38%)
38 - 46
191 (24%)
47 - 55
70 (9%)
56 - 64
29 (4%)
65 - 73
3 (0%)
16
Countries our
people reside in
Vista Group has an established process to
permanent and fixed term employees globally,
ensure that men and women are paid the
which compared the median hourly rates and
same amount for the same work undertaken.
variable pay of men and women.
This includes reviewing and adjusting,
where needed, pay decisions at the point
of recruitment, remuneration reviews and
promotions, to ensure that pay is fair and
equitable.
Based on a weighted average of the size of
each location, Vista Group’s global gender
pay gap is 10.1%. The detailed analysis of
the gender gap by location, pay quartile and
job level has been reviewed to assess root
In addition, a comprehensive gender pay gap
causes as well as actions and initiatives to
analysis was completed in 2022 across all
lower the gap.
1. James Ogden retired from the Board at the 2022 ASM
2. The composition of the senior leadership team has been adjusted from 7 to 8 individuals in line with the change in our business.
However, we have continued to have 3 females in that cohort.
Sustainability • 53
Building greater trust
We know that a key to success for everything we do is trust. We strive
to do the right thing in everything that we do. Being transparent is
fundamental to building trust. During 2022 we delivered an Investor Day
to provide investors and stakeholders with an overview of key corporate
governance developments, an update on our strategy and industry
outlook, and an opportunity to ask questions and interact with our
Board and Executive Leadership Team.
Data security
Strengthening our risk practises
Companies are facing a growing threat
Effective management of risk is fundamental
landscape, making information and data
to achieving our strategic objectives. In late
security a top priority. With Vista Cloud,
2021, we engaged a third-party specialist
responsibility for data security increases,
to provide guidance on Vista Group’s risk
so it’s even more important we deliver a
management framework and policies. This
reliable and secure environment to meet
engagement continued into 2022 and resulted
the expectations of our clients and retain
in a refreshed risk appetite statement and risk
their trust.
management policy approved by the Vista
Vista Cinema has engaged an independent
Group Board in May.
qualified auditor to provide an assurance
To support the continuous improvement of
opinion on its information security
our risk management practices, we introduced
management in accordance with the
two newly created Group risk roles to lead the
requirements of ISAE (NZ) 3150 – Assurance
implementation of our refreshed policy, and to
Engagements on Controls. This is a voluntary
provide guidance and support to the business
assurance review that focuses on the systems
on security compliance.
and controls we have in place to meet the
Trust Services Criteria: security, availability,
and confidentiality. The report will provide
assurance to our clients, regulators and
other stakeholders on the management
of our security standards. This report will
also provide us with insight on areas for
In addition, we assessed our risk management
platform for suitability, and members of
our executive and senior leadership teams
participated in a series of risk and control
assessment workshops.
Turn to page 93 to hear more about our risk
improvement so we can continue to strengthen
management and key risks.
our practices.
54
Consuming responsibly
and impactful innovation
At Vista Group, we embrace our responsibility
with Microsoft Azure for hosting our cloud-
to operate sustainably and reduce the climate
based platforms. Microsoft Azure have been
impact of our business. Our environmental
carbon neutral since 2012 and have made a
footprint is relatively small and is largely made
commitment to be carbon negative by 2030.
up by office energy consumption, third party
Microsoft Azure provides us with the capability
data centres, business travel, technology
to measure and monitor the carbon emissions
consumables and shipping. We are working
produced from our data centre usage.
towards reducing our footprint even further.
Our commitment extends to developing
solutions that help our clients reduce the
environmental impact of their businesses.
Empowering our cinema clients
Our platform is transforming cinema
operations for our clients, encouraging
sustainability-focused behaviours, through
opportunities to reduce their carbon footprint
by being more energy and resource efficient.
The serverless innovation of Vista Cloud and
Movio Cinema EQ removes the need and
costs for our cinema clients to house on-site
servers. On-site servers require a constant
power supply, a cooling system to avoid
overheating, investment to maintain and
upgrade and ongoing e-waste disposal when
the equipment lifecycle ends. This empowers
clients to invest more in other aspects of their
business while also reducing their carbon
footprint.
Our target is to have 1600-2400 cinema
client sites on our SaaS platform by 2025.
As we upscale our data storage loads, we
anticipate our carbon emissions will increase
for a period. To support us to reduce our
carbon footprint, Vista Group have partnered
Innovation for the future of our
planet with living ticket
The environmental impact of one movie
ticket may not seem much but consider: if all
1.244 billion admissions reported in the USA
and Canada in 2019 were printed on regular
tickets1 and connected end-to-end, it would
stretch more than half the distance between
Earth and the Moon. Besides the costs to
cinemas for acquiring the paper, printers,
and energy needed to print, it also puts the
environment at risk through deforestation and
inefficient waste management.
Ticketing has moved through several phases,
from tickets purchased at the box office and
PDFs printed at home, to online bookings
with counter/kiosk pick up, but electronic
ticketing is gaining popularity. The upward
trend in moviegoer preference for remote
sales channels can be attributed to this.
With more and more moviegoers booking
in advance either via web or cinema apps
to avoid queues at the counter and prevent
physical contact, the use of electronic tickets
throughout the entire cinema trip is becoming
increasingly common.
Our carbon footprint
In 2022 we established our emissions
baseline year for measuring our carbon
footprint. During the year we’ve been
working with Toitū Envirocare (Toitū) and
an independent consultant to better
understand our value chain and our ability
to capture data to measure our greenhouse
gas emissions (GHGs).
Our footprint covers GHGs from each of our
entities around the world within our financial
control. Measuring and reporting on our
footprint will allow us to be transparent with
our stakeholders, and enable us to make
informed decisions and impactful progress
on managing our GHGs reduction.
To ensure the integrity of our GHGs, we
have engaged Toitū to certify our 2022
baseline year emissions. The certification is
in accordance with ISO 14064-1 guidelines
and will be independently verified annually to
maintain our certification.
We intend to publish our first voluntary carbon
statement in 2023. The External Reporting
Board published the Aotearoa New Zealand
Climate Reporting Standards on 14 December
2022. These standards will be mandatory for
Vista Group to report against from the 2023
reporting period.
Living Ticket -Paperless ticketing has multiple advantages for our cloud
hosted clients.
Paperless ticketing has multiple advantages
for our cloud hosted clients. Not only does
Living Ticket lessen environmental damage,
it provides saving costs, and going paperless
In next year’s sustainability report, we will
frees cinema managers and floor staff from
report on our carbon emissions and climate
low-value tasks like stocking paper, replacing
risks and opportunities in accordance with
paper rolls, and printer troubleshooting.
these climate reporting standards.
56
1 Ticket size considered 2" x 5.25"
Sustainability • 57
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.
Total Revenue
$135.1m 38%
Recurring Revenue1
$112.3m 38%
SaaS Revenue2
$38.4m 38%
ARR3
Vista Group recorded strong revenue growth
of 38% to $135.1m and corresponding
$118m $22m
improvements in EBITDA.
EDITDA4
$10.6m 63%
Net profit after tax
-$20.9m -111%
Operating Cashflow
$12.4m 10%
1 Recurring revenue is the portion of revenues that are expected to give rise to recurring cash receipts that will continue until the service is canceled.
2 SaaS revenues are those derived from subscription-based cloud-hosted software, with the software located on externally provided servers.
3 ARR is Annualised Recurring Revenue, calculated as trailing 3 month recurring revenue multiplied by four.
4 EBITDA is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses”
(see section 2.3 of the financial statements) and share of equity accounted results from associates.
The trading performance for 2022 was strong
EBITDA of $10.6m was up 63% on 2021,
and the industry and Vista Group have seen a
and up 131% after adjusting for expected
significant improvement in market conditions
credit loss provisions and foreign exchange.
over 2021, with the more regular release of
blockbusters and global box office hitting
$29b.
Vista Group revenue of $135.1m was up 38%
on 2021 with recurring revenue and SaaS
revenue also up 38%. ARR closed at $118m
up 22% on 2021. Non-recurring revenue,
primarily new on-premise licences and
hardware sales in Vista Cinema, was up 37%
to $23m. A sizeable portion of the hardware
sales were driven by a one-off requirement
for upgrading client technology around the
Retriever acquisition.
This result underlines the key financial
and operating strengths of Vista Group:
• Consistent strong client relationships
• Strong annuity revenue
• Sustained underlined profitability
• Leading global position in the film industry
Vista Group continues to deliver new
innovation across each of its operating
segments, particularly in respect of Movio
Cinema EQ, Vista Digital and Vista Cloud.
Revenue
NZD millions
2022
2021
2020
2019
2018
2017
2016
$135.1
$98.1
$87.5
$144.5
$130.7
$106.6
$88.6
58
Group trading overview • 59
Vista Cinema
Movio
Vista Cinema is the largest segment within
Movio is the second largest segment within
Vista Group and represents over two thirds
Vista Group. A pure play SaaS business,
of Vista Group's total revenue. It provides
it represents about 15% of Vista Group's
more than 50% of the world’s cinemas
total revenue. Movio’s purpose is to ‘connect
(outside China and India) with the technology
everyone with their ideal movie’ and it
platform to run multi-site, multi-screen
achieves this through a range of campaign,
and increasingly, multi-territory cinema
analytics and research products for cinema
businesses.
exhibitors, studios and distributors.
Much like 2021 ending on a high with
In 2022, there was a steady increase in the
Spider-Man: No Way Home, 2022 closed
use of Movio Cinema, which allows cinema
with Avatar: The Way of Water breaking
circuits to connect more effectively with their
new box office expectations globally. With
moviegoers, with connections of 4.2b by the
box office in key markets between 70-80%,
year end, significantly up from a busy 2021.
Vista Cinema client activity was returning to
pre-pandemic levels and supported strong
revenue growth. The overall health of the
client base has been improving, and although
it may still take a while before the industry
passes 2019 box office levels, receivables
and cash management remain a key focus. In
Decemeber 2022, Vista Group signed trade
agreements with key client Cineworld as part
of its chapter 11 process in the United States,
under which Cineworld committed to continue
to use Vista Group Solutions.
The Vista Cloud SaaS platform celebrated its
first full year of successful operations. Two
large client contracts were signed during 2022
Movio Cinema EQ, the replacement for
Movio Cinema, was successfully launched
late in the year and live with seven clients
by the end of 2022. EQ greatly increases the
breadth and depth of the moviegoer analytics
and extensively automates the moviegoer
engagement process, saving clients time
and money in an area where they are
resource and expertise constrained.
Movio Research, which studios and
distributors use to assess potential
audiences, continues to be used widely
as studio and distributor clients search
for their perfect audience.
and represent 10% of Vista Cinema’s total site
Movio Media, which helps studios and
count. Significant technology progress has
distributors access their potential digital
been made on the SaaS platform, particularly
audiences, remains subdued early in the year,
with Vista Digital tools, allowing clients new
but increased with the wider range of movies
robust ways to engage their moviegoers. Spend
released later in the second half of 2022.
on the platform now represents the majority of
Vista Group’s innovation investment.
For Movio, revenue was up 32% on 2021,
with recurring revenue up 27%.
For Vista Cinema, revenue was up 41% on
prior year to $93.5m, with recurring revenue
up 42%.
Additional
Group Companies
The Additional Group Companies segment
comprises the businesses of two studio and
distributor focused businesses - Numero
and Maccs - and two moviegoer focused
businesses - Powster and Flicks.
Numero • Maccs
Numero and Maccs performed well in 2022,
with recurring revenue up 22% and total
revenue up 24%. Maccs 10, the latest version
of the on premise theatrical distribution
system, is being rolled out across the client
base and Mica, the SaaS platform for studios
and distributors to streamline their global
cinema releases, continues to expand,
particularly in North America. Numero
continues to add global clients and extend
its geographical coverage.
Powster
Revenue for Powster was up 42% on the
previous year, driven by strong showtimes
platform revenue based on the increased
range of movies released to the market.
Creative content also improved by 31%
as studio marketing budgets matched the
improved box office.
Flicks
Revenue for Flicks was up 22% for the
full year driven by good growth in both
New Zealand and the United Kingdom,
with a consistent performance in the
Australian market.
60
Group trading overview • 61
Cinema market share
Vista Cinema percentage of the world market for Cinema Exhibition Companies with 20+ screens.
33% 51%
Worldwide
excl. China
43% Europe
9,199 / 21,499
91% Canada
2,142 / 2,348
50% USA
15,074 / 30,362
95% Central America
7,033 / 7,408
42% South America
2,385 / 5,675
22% Asia
2,986 / 13,548
67% Middle East
2,034 / 3,044
90% Australasia
1,799 / 1,997
81% Africa
652 / 803
62
Source derived from management estimates
Group trading overview • 63
Remuneration report
Letter from the Chair of the NRC
As Chair of the Nominations and Remuneration
Vista Group operates in a very competitive
Committee (NRC), it is my pleasure to present
global and local market for skills and
Vista Group’s Remuneration Report for the year
capabilities. It is a Board priority to ensure
ended 31 December 2022.
the retention of key employees and the
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).
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. The approach
is aimed at reward for achieving financial and
Vista Group’s Board continues to be committed
non-financial performance that are aligned to
to a remuneration framework that is aligned to
shareholder value.
reward for achieving targeted performance and
the culture and leadership of looking after our
people and our clients. 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
Regards,
to demonstrating an increased level of
transparency in its remuneration policies,
practices and reporting.
The NRC and the Board are supported by
the People and Culture team who have been
Cris Nicolli
influential in supporting the business and
employees globally especially given the varied
economic and industry impacts.
Chair of the Nominations and
Remuneration Committee
Vista Group International Limited
64
Renumeration report • 65
Executive appointment and remuneration
Employee remuneration
Vista Group’s remuneration policy for the CEO
performance based targets and conditions set by
The following table shows the number of employees
paid during the year ended 31 December 2022,
and Executive Leadership Team is based on the
the Board on the recommendation of the NRC.
whose remuneration and benefits for the year ended
including 2021 STI payments. The table does not
principles that the remuneration framework will:
All Vista Group employees based in New Zealand,
31 December 2022 were within the specified bands
include amounts paid post 31 December 2022
• be simple, clear and understandable
by all stakeholders
• be fair, equitable and flexible
• support Vista Group attracting, retaining
and engaging employees
• reward targeted performance – financial and
non-financial
• create alignment with Vista Group’s
values, culture and corporate strategy
• appropriately reflect market conditions
and the organisational context
the United Kingdom and the USA (other than the
CEO and ELT) in March 2022 were also eligible to
participate in the Vista Group Recognition Scheme
– a share rights scheme with vesting conditional
only on continued tenure until April 2023.
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
• align with creating and increasing
data to ensure competitiveness relative to
shareholder value.
comparable market peers.
The NRC reviews Vista Group’s remuneration policy
and principles on a regular basis.
In 2022 Vista Group and a third party specialist
firm conducted a comprehensive and robust
Chief Executive search process in line with the
Total remuneration consists of fixed remuneration,
Nomination and Remuneration Committee Charter,
short-term incentives (STI), and long-term
leading to the appointment of incoming Chief
incentives (LTI). STI and LTI are ‘at risk’ as
Executive, Stuart Dickinson.
outcomes are determined based on the achievement
or otherwise of financial and non-financial
above $100,000. The remuneration figures shown
that related to the year ended 31 December 2022,
in the table include all monetary payments actually
such as STI bonuses.
SALARY BAND (NZ$)
TOTAL GROUP EMPLOYEES
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
280,000
290,000
310,000
340,000
370,000
400,000
410,000
420,000
430,000
450,000
480,000
510,000
640,000
980,000
1,060,000
Total
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
289,999
299,999
319,999
349,999
379,999
409,999
419,999
429,999
439,999
459,999
489,999
519,999
649,999
989,999
1,069,999
44
54
53
35
31
19
15
17
10
7
11
3
5
3
4
1
1
1
1
1
2
1
3
1
1
1
1
1
2
1
1
1
1
336
66
Renumeration report • 67
Fixed remuneration
Fixed remuneration consists of base salary and benefits. While flexibility exists where specific circumstances
require it, base salaries are typically reviewed annually. Vista Group provides a range of benefits to its
employees specific to the country in which the employee works:
COUNTRY
BENEFITS
COUNTRY
BENEFITS
New Zealand
United States
• Kiwisaver contribution up to 3%
• Health insurance
• Life insurance
• Vista Group Recognition Scheme
• Long service benefits
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
• 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 (employee sponsored)
• Volunteer day
• Employee Assistance Programme (w/24 hr. mental health crisis support)
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
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
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer Day
Netherlands
• Perkbox with free perks each month, plus access to range of high street discounts
and rewards
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
South Africa
• Private medical health coverage for employee and their family + dental
and eye care contributions
• 24 hour Employee Assistance Programme services
• Perkbox with free perks each month, plus access to range of high street discounts
Mexico
Malaysia
Romania
and rewards
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
• Medical insurance
• Food coupons
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
• Medical claims – reimbursement for medical bills
• Mobile phone allowance
• Parking allowance
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
• Private medical services
• Half reimbursement for glasses and contact lenses (up to 450 RON)
• Half reimbursement of a monthly gym membership (up to 100 RON)
• Cost of Living Bonus for those on lower incomes
• 4.5 day working week
• Volunteer day
The provision of fixed remuneration (comprising of a base salary and country specific benefits) is consistent
across all employees in Vista Group, including the CEO and ELT.
68
Renumeration report • 69
Short-term incentives
Long-term Incentive Scheme
Retention Schemes
Recognition Scheme
The STI are at-risk incentives that may be
Vista Group’s LTI is a share scheme offered at the
The CEO also participates in a Group CEO
The 2022 Vista Group Recognition Scheme (VGRS)
offered to an employee in respect of a specific
discretion of the Board on the recommendation of
Retention Scheme. Under the terms of this scheme,
is a board discretionary share scheme that was
year. The STI is set within a range as a fixed
the NRC. The LTI is set as a fixed percentage of the
the CEO is granted a specified number of rights
offered in 2022 to all Vista Group employees based
percentage of the participating employee’s base
participating employee’s base salary. The number
that are eligible to vest annually based on continued
in New Zealand, the United Kingdom and the United
salary. The STI outcomes are determined based
of rights granted to a participating employee is
tenure with Vista Group. In April 2022, 100,000
States (excluding the CEO) to encourage retention
on the achievement of financial and non-financial
determined based on the participation value divided
share rights were vested, comprising the first
and to recognise the performance of employees.
performance based targets applicable to the
by the volume weighted average sale price of Vista
tranche of the share rights granted in 2020 under
VGRS participation was set at the greater of 7.5%
relevant employee. STI, once achieved, are paid
Group’s shares over a specified period before the
the Group CEO Retention Scheme. Subject to the
of base salary, or NZ$7,500. The number of rights
continued tenure of the CEO, 400,000 share rights
granted to a participating employee was determined
are due to vest in April 2023.
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
rights granted under the VGRS are eligible to vest
in April 2023 based on the continued tenure of the
participating employees.
Certain employees also participate in a Senior
Management & Executive Retention Scheme. Under
the terms of this scheme, the relevant participants
are granted a specified number of rights that are
eligible to vest each year of the term of the scheme
based on continued tenure with Vista Group. In
2022, 300,000 share rights were granted under
this scheme. Subject to continued tenure of each
participant, 100,000 of those share rights are due to
vest in April 2024 with the remaining 200,000 share
rights due to vest in April 2025.
in cash.
The key targets, percentages and terms of the
2022 STI are set out in the table below:
TARGETS
% OF STI
HURDLE
50%
Recurring
revenue/
total revenue
Vista Group
EBITDA
20%
15%
Customer
net promoter
score
15%
Employee
net promoter
score
Results of between 95% to 110%
of the target equates to STI
achievement of between 95% and
120%. No STI is achieved below
95%, nor are any stretch elements
available above 120% achievement.
Results of between 90% to 110%
of the target equates to STI
achievement of between 90% and
120%. No STI is achieved below
90%, nor are any stretch elements
available above 120% achievement.
If achieved, then 100% of the
applicable STI is payable.
If achieved, then 100% of the
applicable STI is payable.
In 2022, the CEO’s STI was set by the Board at 48%
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.
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 and 2022 LTI schemes,
half of the rights are classified as ‘share rights’, with
the other half classified as ‘performance rights’.
One third of these share rights and performance
rights are eligible to vest each year of the three year
term of the scheme based on:
• Share Rights: continued tenure with Vista Group,
with rights vesting annually when the condition
has been satisfied (annually representing one sixth
of the total LTI).
• Performance Rights: achievement of Vista Group
recurring revenue targets set by the Board,
with vesting annually on achievement of the
target, assuming also continued tenure (annually
representing one sixth of the total LTI).
Under the 2022 LTI scheme, the CEO’s LTI was set
by the Board at 48% of his base salary, and for ELT
members the LTI was set within a range of 20%-66%
of the relevant ELT member’s base salary.
70
Renumeration report • 71
Breakdown of CEO pay for performance (2022)
CEO remuneration
The table below represents the pay for performance remuneration received, or expected to be received
The total remuneration received by the CEO between 1 January 2022 and 31 December 2022
by the CEO relating to the 2022 financial year. Settlement of parts of this table are anticipated to be
(including the comparative period) is as follows:
YEAR
2022
2021
BASE
SALARY¹
633,979
425,000
TAXABLE
BENEFITS
FIXED
REMUNERATION
28,595
22,556
662,575
447,556
STI²
172,656
107,525
LTI & OTHER
RIGHTS²
TOTAL
REMUNERATION
261,250
464,000
1,096,481
1,019,081
1 The 2022 base salary of the CEO is $625,000. The value included in this table represents additional amounts required to be paid under New Zealand legislation when an
employee takes annual leave.
2 The STI, LTI & Other Rights represented in this table relate to amounts / rights settled in the relevant financial year (for example, the 2021 STI is reflected in 2022,
being the year it was settled).
The employment agreements of the CEO and ELT do not include the ability to be paid a transaction bonus in
the event of a takeover of Vista Group.
settled in 2023.
DESCRIPTION
PERFORMANCE MEASURES
% ACHIEVED
AMOUNT ACHIEVED
NZ$
STI
50% of
base salary
LTI & other
rights
TOTAL STI
2020 Group
CEO Retention
Scheme1
2021
LTI Plan1
50% weighting of Vista Group recurring revenue. Results
of between 95% to 110% of the target equates to STI
achievement of between 95% and 120%. No STI is achieved
below 95%, nor are any stretch elements available above
120% of the target.
20% weighting of Vista Group EBITDA. Results of between
90% to 110% of the target equates to STI achievement of
between 90% and 120%. No STI is achieved below 90%, nor
are any stretch elements available above 120% of the target.
15% weighting on customer net promoter score. If achieved,
then 100% of applicable STI payable. If not achieved, no STI
is payable.
15% weighting on employee net promoter score. If achieved,
then 100% of applicable STI payable. If not achieved, no STI
is payable.
100% weighting on continued tenure. An allocation of
400,000 of rights are due to vest in April 2023.
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.
91.0%
$273,000
2022
LTI Scheme1
50% weighting on Vista Group recurring revenue in 2022,
2023 and 2024. The threshold to achieve is 90% with pro-
rata payment through to 100%.
50% weighting on continued tenure in 2022, 2023 and 2024.
TOTAL LTI &
OTHER RIGHTS
100.0%
$773,583
TOTAL STI, LTI & OTHER RIGHTS
97.5%
$1,046,582
1 These rights convert to shares in April 2023. A share price at 31 December 2022 has been used for calculating the value of the shares expected to be issued under the
share schemes.
72
Renumeration report • 73
Share-based schemes
Share schemes in 2022
In the year ended 31 December 2022, Vista Group granted rights under the following employee
share-based schemes:
2022 LTI Scheme: Vista Group granted 1,268,112
Share-based schemes with conditions met
rights to ELT and other selected senior management
The following share-based schemes met the
under this scheme during 2022. Half of the rights
required performance targets resulting in rights
are classified as ‘share rights’, with the other half
vesting in the year ended 31 December 2022:
classified as ‘performance rights’. One third of these
share rights and performance rights are eligible to
vest each year of the three year term of the scheme
based on:
• 2021 LTI Scheme: Vista Group granted 1,237,668
rights to ELT and other selected senior
management under this scheme in 2021. Half of
the rights are classified as 'share rights', with the
• Share Rights: continued tenure with Vista Group,
other half classified as 'performance rights'. One
with rights vesting annually when the condition
third of these share rights and performance rights
has been satisfied (annually representing one sixth
are eligible to vest each year of the three-year
of the total LTI).
term of the scheme based on:
• Performance Rights: achievement of Vista Group
• Share Rights: continued tenure with Vista
recurring revenue or total revenue targets set by
Group, with rights vesting annually when
the Board, with vesting annually on achievement
the condition has been satisfied (annually
of the target, assuming also continued tenure
representing one sixth of the total LTI).
(annually representing one sixth of the total LTI).
Performance rights that do not vest are eligible to
• Performance Rights: achievement of Vista
Group recurring revenue or total revenue
vest of the scheme.
2022 Senior Management & Executive Retention
Scheme: Vista Group granted 300,000 rights to
selected employees under this scheme during
2022. Of these, 100,000 will vest in April 2024, and
targets set by the Board, with vesting annually
on achievement of the target, assuming also
continued tenure (annually representing one
sixth of the total LTI). Performance rights that
do not vest are eligible to vest of the scheme.
200,000 will vest in April 2025, conditional on the
In April 2022, 336,611 Vista Group shares were
continued tenure of the participants at the relevant
issued to participating ELT following the vesting
vesting date.
2022 Vista Group Recognition Scheme: Vista Group
granted 2,110,769 share rights to all Vista Group
employees based in New Zealand, the United
Kingdom and the United States (excluding the
CEO) to encourage retention and to recognise the
performance of employees. These share rights will
vest in April 2023, conditional on the continued
tenure of the participants at the relevant vesting
date.
74
of 194,871 share rights and 141,740 performance
rights under the scheme.
• 2020 Group CEO Retention Scheme: In 2020,
the CEO was granted 500,000 share rights under
the Group CEO Retention Scheme with vesting
conditional on the CEO’s continued tenure. In
April 2022, 100,000 Vista Group shares were
issued to the CEO following the vesting of 100,000
share rights under the scheme, and 400,000 share
rights will vest in April 2023 conditional on the
continued tenure of the CEO.
Performance rights outstanding
The total number of outstanding rights granted to Vista Group employees (less known leavers) at
31 December 2022 are detailed in the following table:
GRANT YEAR
PLAN TYPE
2023
2024
2025
OUTSTANDING
RIGHTS
2020
2021
2022
2022
2022
Group CEO Retention Scheme
LTI Scheme
LTI Scheme
Vista Group Recognition Scheme
Senior Management & Executive
Retention Scheme
400,000
382,591
417,296
1,863,113
-
336,692
417,296
-
-
-
400,000
719,283
417,296
1,251,888
-
1,863,113
-
100,000
200,000
300,000
Total outstanding rights
3,063,000
853,988
617,296
4,534,284
The table above does not include the Group CEO Retention Scheme for the incoming CEO, as the grant is contingent on commencement of employment.
Renumeration report • 75
2022 director remuneration
Director remuneration is paid from the total directors’ fee pool of $725,000 approved by Vista Group’s
shareholders at the ASM held on 26 May 2021. No increase to the fee pool is proposed for 2023.
Directors’ fees are calculated as set out below:
POSITION HELD
Chair
Director
ARC Chair
ARC member
NRC Chair
NRC member
The details of the total remuneration of, and the value of other benefits received by, each director
of Vista Group during the year ended 31 December 2022 are set out in the table below:
DIRECTOR
FURTHER DETAILS
Susan Peterson
Chair
Claudia Batten
Murray Holdaway2
James Miller
Retired as Chief Product
Officer in June 2022
Appointed ARC Chair
in May 2022
BOARD
FEES
ARC
FEES
NRC
FEES
TOTAL
DIRECTOR
FEES1
EXECUTIVE
REM
180,000
85,000
42,500
-
-
-
85,000
12,997
-
180,000
10,000
95,000
-
-
42,500
181,430
223,930
-
-
97,997
Cris Nicolli
NRC Chair
85,000
10,000
15,000
110,000
James Ogden
Retired in May 2022
34,274
6,048
4,032
44,355
Kirk Senior
Total
85,000
10,000
-
95,000
596,774
39,046
29,032
664,852
181,430
846,282
NZ$
$180,000
$85,000
$15,000
$10,000
$15,000
$10,000
TOTAL
DIRECTOR
COST
180,000
95,000
-
-
-
-
97,997
110,000
44,355
95,000
1 Total director fees of $664,852 is within the $725,000 directors’ fee pool approved
2 Murray Holdaway retired from his executive role as Chief Product Officer in June 2022. He remained as a director of Vista Group from that date.
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 in his previous position of
Chief Product Officer until his retirement from that role in June 2022, no additional payments or benefits
were received by directors during 2022.
In his position of Chief Product Officer, Murray Holdaway was entitled to taxable benefits, including 3%
employer KiwiSaver contributions on base salary, employer sponsored Southern Cross health insurance,
and employer sponsored life insurance.
76
Renumeration report • 77
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 2023. The
information contained in this statement is current as at that
date, unless otherwise noted.
Vista Group is committed to high standards
Vista Group’s governance framework ensures
of governance.
Vista Group’s key governance documents
are available in the Investor Centre section
of Vista Group’s website at www.vistagroup.
Board accountability to our shareholders and
provides for an appropriate delegation of
responsibilities to our CEO and our Executive
Leadership Team (ELT).
co.nz/investor-centre - these include
The Board reviews Vista Group’s governance
Vista Group’s constitution, the Corporate
policies and practices regularly to ensure
Governance Code (including the Code of
compliance with NZX and ASX standards
Ethics, Audit and Risk Committee Charter
(Vista Group is an ASX Foreign Exempt
and Nominations and Remuneration
Listed company) and reflects the governance
Committee Charter), Risk and Compliance
expectations of its shareholders in New
Framework Summary, Continuous Disclosure
Zealand and Australia.
Policy, Diversity and Inclusion Policy, Share
Trading Policy, Modern Slavery Statement
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.
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).
78
Corporate governance • 79
Vista Group’s Board
Board composition and characteristics
The directors of Vista Group as at the date of this Annual Report are as follows:
Susan Peterson
BCom, LLB
Independent Chair
Claudia Batten
BCom, LLB (Hons)
Independent Director
Murray Holdaway
BSc, BCom
Executive Director
James Miller
BCom, FCA
Cristiano (Cris) Nicolli
BMS, FAICD
Kirk Senior
BCom, CA
Independent Director
Independent Director
Non-Independent
Non-Executive Director
Executive Directors (male)
Non-Independent
Non-Executive Directors (male)
Six board members
Independent
Non-Executive Directors (male)
Independent
Non-Executive Directors (female)
During 2022, the Board continued
to implement its succession plan
to achieve greater independent
governance. This involved:
• Independent Director, James Ogden retiring from
the Board after 8 years of service – with effect
from 26 May 2022; and
Structure
The Board is structured to ensure that as a
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
• Murray Holdaway retiring as a Vista Group
website at www.vistagroup.co.nz/investor-centre.
executive, but continuing on the Board as an
Executive Director – with effect from June 2022.
A brief profile, including the relevant qualifications
and experience, of each director can be found at
www.vistagroup.co.nz/board-management.
Vista Group’s constitution does not allow the
appointment of a director by a single shareholder
pursuant to NZX Listing Rule 2.4.
80
Corporate governance • 81
Board skills matrix
Capability description
Proficiency guide:
Low
Medium
High
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
It is considered that addressing the level of skills
Remuneration Committee (NRC) has assessed the
and experience collectively is a better indicator
skills of the Board and reviewed and updated the
of Board capability overall. Accordingly, the level
Board skills matrix. A summary of the Board skills
of skills and experience is assessed collectively.
matrix is set out on the opposite page.
The key skills and experience which individual
The refreshed skills matrix enables an assessment
directors contribute to the Vista Group’s Board
of skills and experience of individual directors, and
can be found at www.vistagroup.co.nz/board-
how the directors work together as a whole.
management.
Six board members
Capabilities
1. Software, Cloud, Online and Operating Platforms
2. Digital product management and marketing
3. Data
4. Strategy and development
5. Go-to-market in international markets
6. Financial Expertise
7. Listed company
8. People and culture
9. Film Industry
10. Sustainability
1. Expertise and experience in the development and delivery of software
and digital solutions through on-premise, managed services, cloud and/or
online platforms
2. Expertise and experience in digital product marketing and management,
including an understanding of technology trends and implications and the
software and technology value chain
3. 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
4. Expertise in corporate strategy and the developing early stage businesses,
including strategic reviews, M&A and strategic partnerships
5. Deep customer insight and advocacy. Go-to-market expertise including direct
sales, internet sales, new markets, and/or specific customer channel experience
in the technology, cinema, film, studio or media sectors in Vista Group's key
international markets (North America, South America, EMEA, APAC)
6. Financial expertise with significant public company experience in finance,
accounting, capital markets, credit markets, banking and investor relations.
7. Depth of expertise on listed company boards, including experience in
governance, compliance and risk management and health and safety
8. Remuneration, retention, workforce planning, talent, culture and diversity
and inclusion
9. Depth of experience in the film industry, including in film exhibition
and/or distribution
10. Deep understanding of the environmental, social and governance
considerations in a strategic and operational context and the applicable
legislative framework, including the TCFD
82
Corporate governance • 83
Independence and conflicts
Responsibilities
Four of Vista Group’s six directors (Susan Peterson (Chair), Claudia Batten,
James Miller and Cris Nicolli) 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 that would materially interfere with, or could reasonably be seen
to materially interfere with, the independent exercise of their judgement. None of 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
Risk and Audit
direction and operation and has delegated certain
responsibilities to the CEO and the ELT. Vista
Group’s Board is committed to creating long-term
value for shareholders and safeguarding the highest
standards of governance, corporate behaviour
and accountability.
The Board’s responsibilities are set out in Vista
Group’s Corporate Governance Code, and include:
• ensuring the quality and independence of Vista
Group’s external audit process
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
Two of Vista Group’s six directors (Kirk Senior
current or past senior employee or partner of Vista
Strategy and Planning
and Murray Holdaway) are not considered to be
Group’s auditors PricewaterhouseCoopers. None of
• selecting and, if necessary, replacing the CEO
initiatives;
Independent Directors. Kirk Senior held the position
the directors has been, within the last three years,
of Executive Chair until he resigned as Chair and
a material supplier to Vista Group or has any other
as a member of the ELT with effect from 1 January
material contractual relationship with Vista Group
2021. Based on his previous ELT position, the
or any of its subsidiaries other than as a director of
Board has determined that Kirk Senior is not an
Vista Group or, in respect of Kirk Senior and Murray
Independent Director. Murray Holdaway is the
Holdaway only, as an employee of Vista Group
co-founder of Vista Group, holds 2.91% of Vista
or one of its subsidiaries. None of the directors
Group’s ordinary shares, and was a member of the
receives performance-based remuneration from,
ELT as Vista Group’s Chief Product Officer until he
or participates in, Vista Group’s employee share
resigned as a member of the ELT in 2022. Based
schemes. No director controls, or is an executive
on these factors, the Board has determined that
or other representative of an entity which controls,
Murray Holdaway is not an Independent Director.
5% or more of Vista Group’s voting securities.
Within the last 12 months, none of the directors
The Board considers that the roles of the Chair
were a partner, director, senior executive or
and the CEO must be separate. The CEO is
material shareholder of a firm that provided
not a director of Vista Group and the Chair is
material professional services to Vista Group or
independent of the CEO.
any of its subsidiaries. None of the directors is a
• ensuring that Vista Group has adequate
• managing and implementing strategies approved
management to achieve its objectives and to
by the Board;
support the CEO so that a satisfactory plan for
management succession is in place
• formulating and implementing policies and
reporting procedures for management;
• reviewing and approving the strategic, business
and financial plans prepared by the ELT
• decision making compatible with Vista Group’s
Delegated Financial Authority Manual;
• reviewing and approving certain material
transactions, and making certain investment and
• managing business risk and implementing the
Board approved risk management framework and
divestment decisions
ensuring compliance; and
• approving and overseeing the administration of
Vista Group’s technology development strategy
• the day-to-day leadership and management of
Vista Group.
Financial Performance and Integrity
The CEO and ELT have appropriate employment
• monitoring Vista Group’s performance against its
approved strategic, business and financial plans
agreements setting out their roles and conditions
of employment.
and overseeing Vista Group’s operating results
The CEO’s performance is reviewed by the
Code of Ethics
• ensuring Vista Group, the Board and the ELT’s
behaviour is consistent with the Code of Ethics,
including compliance with the constitution, any
applicable laws and regulations, NZX Listing
Rules, and any relevant auditing and accounting
principles
• implementing, and from time to time reviewing,
NRC regularly against objectives and measures
set by the Board. The CEO’s performance was
evaluated during the reporting period on this basis.
The NRC is also responsible for overseeing the
CEO’s evaluation of the ELT. Further details are
contained in the Remuneration Report on page 64.
Directors’ remuneration
the Code of Ethics, to foster high standards of
Full details regarding Vista Group’s remuneration of
ethical conduct and personal behaviour, and hold
its directors are set out in the Remuneration Report
accountable those directors, managers or other
on page 64.
employees who engage in unethical behaviour
84
Corporate governance • 85
Governance at Vista Group
Selection, nomination and appointment
Induction and development
2022 governance calendar and attendance
Vista Group undertakes appropriate checks before
All new directors participate in an induction
Vista Group’s 2022 governance calendar recording the meetings of the Board, Board Sub-Committee,
appointing a director or putting forward any
programme and receive significant induction
Audit and Risk Committee (ARC), Nominations and Remuneration Committee (NRC), Disclosure Committee,
candidate for election as a director in accordance
materials so as to familiarise them with Vista
and the Annual Meeting of Shareholders (ASM) is set out in the table below:
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
determined in accordance with the NZX Listing
days are held during the year to consider matters
Rules. The Board is responsible for considering and
of strategic importance to Vista Group.
appointing directors to the Board after candidates
have been identified by the NRC.
Vista Group provides regular development
opportunities for directors through Director
Vista Group has a written agreement with each
Education Sessions. During 2022, Vista Group
director set out in a standard form letter of
hosted two Director Education Sessions where
appointment containing the terms and conditions
external experts presented on the topics of building
of their appointment. In addition, Vista Group has
high performance cultures and cybersecurity trends
also entered into a deed of indemnity and insurance
and practices. Outside of the Director Education
which applies to each director, under which
Sessions, the directors undertake appropriate
Vista Group indemnifies, and provides insurance
training to remain current on how to best perform
to, directors in accordance with Vista Group’s
their duties as directors of an issuer by attending
constitution and the Companies Act 1993.
relevant courses, conferences and briefings.
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.
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
MEETINGS
Board
Board Sub-Committee
Disclosure Committee
ARC
NRC
ASM
All directors attended the 2022 ASM. Details regarding the directors’ attendance of the meetings of
the Board, Board Sub-Committee, the ARC and the NRC during 2022 is set out in the table below:
MEETINGS
BOARD ATTENDANCE
BOARD
BOARD SUB
ARC
NRC
Susan Peterson
Claudia Batten
Murray Holdaway
James Miller 2
Cris Nicolli
James Ogden 1
Kirk Senior 3
100%
100%
100%
100%
100%
100%
100%
Board or Committee Member present
Non-Committee Member present
1 James Ogden retired from the Board on 26 May 2022
2 James Miller appointed to Chair of the ARC on 26 May 2022
3 Kirk Senior appointed as committee member of the NRC on 26 May 2022
Each Committee Charter provides that employees and Executive Directors can only attend Committee
meetings at the invitation of the Chair of the relevant Committee.
86
Corporate governance • 87
Reviewing performance
Board committees
The performance of the directors (individually and collectively), and the effectiveness of Board processes
The Board has two standing committees: the ARC
established from time to time, including as required
and committees, are regularly evaluated using a variety of methods, including questionnaires, Board
and the NRC. The members of those committees
to provide governance oversight on short-term
discussion, and an evaluation at the end of each Board meeting. A performance review led by the Chair
are set out in the tables below:
was carried out during the reporting period. The next review will be carried out during 2023.
Tenure
Vista Group notifies shareholders each year of their right to nominate a candidate for election as a director.
Where any director election or re-election is to occur at a shareholder meeting, the Notice of Meeting
includes all information on candidates for director election or re-election that the Board considers may
be useful for shareholders to receive.
As required by the NZX Listing Rules, directors must retire every three years and, if desired, seek
re-election. In accordance with NZX Corporate Governance Code recommendation, 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
2022
TENURE
Murray Holdaway
06 Aug 2003
Kirk Senior
03 Jun 2014
Susan Peterson
03 Jun 2014
Cris Nicolli
17 Feb 2017
Claudia Batten
01 Jan 2021
James Miller
31 Aug 2021
19–20 yrs (co-founder)
8–9 yrs (since IPO)
8–9 yrs (since IPO)
5–6 yrs
2 yrs
18 months
Although Murray Holdaway has served as a director since 2003, as a co-founder of Vista Group, Murray’s
deep understanding of Vista Group’s businesses and the film industry is considered a valuable addition to
the Board’s skills matrix.
ARC
Director
James Miller (Chair)
Cris Nicolli
Kirk Senior
NRC
Director
Cris Nicolli (Chair)
Claudia Batten
Kirk Senior
Independence
Independent
Independent
Non-Independent
Independence
Independent
Independent
Non-Independent
projects. As at the date of this statement, Vista
Group has determined 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 at least every two years. The
committee charters form part of Vista Group’s
Corporate Governance Code which is available at
www.vistagroup.co.nz/investor-centre.
Vista Group does not have a separate Nominations
Directors’ Vista Group shareholdings
Committee, or a separate Remuneration Committee.
The Board encourages the alignment of directors’
Rather, the NRC fulfils the functions of both those
interests with those of shareholders and with Vista
committees. The role and responsibilities of the ARC
Group’s strategic aims. To improve this alignment,
and NRC are set out in the Committee Charters that
the Board encourages directors to hold shares
form part of Vista Group’s Corporate Governance
in Vista Group, with final determination left to
Code which is available at www.vistagroup.co.nz/
investor-centre.
The Disclosure Committee was constituted in 2020
under Vista Group’s Continuous Disclosure Policy
and is comprised of Cris Nicolli (Independent
Director), the CEO, the CFO and the General
Counsel and Company Secretary. The Disclosure
Committee convene each month in which a Board
meeting does not occur in order to monitor Vista
Group’s compliance with its continuous disclosure
obligations under the NZX Listing Rules and the
Financial Markets Conduct Act 2013.
individual director’s personal circumstances.
Further details of directors’ shareholdings in
Vista Group are set out in Directors’ Disclosures
on page 100.
Access to advice and general counsel and
company secretary
Directors may access such information and seek
such independent advice as they consider necessary
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
Each committee focuses on specific areas of
without management present and, with the Chair’s
governance. Together, the committees strengthen
consent, seek independent professional advice at
the Board’s oversight of Vista Group. Committee
Vista Group’s expense.
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
and approval as appropriate.
Vista Group assesses on a regular basis whether
additional standing or ad hoc committees are
required. Additional temporary committees are
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.
88
Corporate governance • 89
Assurance and managing risk
Audit plan and role of the external auditor
External audit policy
PricewaterhouseCoopers is Vista Group’s
The Board’s framework for Vista Group’s
current external auditor and has 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 at
every five years. Vista Group last rotated its key
www.vistagroup.co.nz/investor-centre. The
audit partner in January 2020 and, assuming that
External Audit Policy covers matters relating to
PricewaterhouseCoopers continue as Vista Group’s
the appointment of the auditor, the independence
auditor, the next rotation is expected to occur in
of the auditor, transparent dialogue with the
January 2025. Vista Group’s audit partner (Troy
auditor, rotation of the audit partner, reporting
Florence) attended Vista Group’s 2022 Annual
on audit fees and non-audit work. The ARC assists
Meeting of Shareholders (ASM) and was available
the Board in fulfilling its responsibility to ensure the
to Vista Group’s shareholders to answer questions
quality and independence of Vista Group’s external
relevant to PricewaterhouseCoopers’ audit.
audit process. Pursuant to the ARC Charter, the
Details of the work (both audit and non-
audit) undertaken by, and fees paid to,
PricewaterhouseCoopers during 2022 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,
the independence of PricewaterhouseCoopers is
not compromised.
Board has delegated the ARC the responsibility
of monitoring 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;
• ensuring the independence, objectivity and
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 of 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 that
PricewaterhouseCoopers remains independent
of Vista Group. This annual independence report
documents any risks to independence and
safeguards related to non-audit services. The ARC
reviews this report, with any concerns raised with
the Chair of the Board and Disclosure Committee
(see page 89) to determine whether any market
announcement is required.
The external auditor’s report to shareholders
discloses all non-audit services and any other
relevant independence considerations.
90
Corporate governance • 91
Timely and balanced disclosure
Risk management
Shareholders and markets
Vista Group is committed to maintaining a fully
the CEO, ELT or management requires disclosure
informed market through effective communication
on the NZX and ASX announcement platforms.
with the NZX and ASX, our shareholders and
The Disclosure Committee is required to refer
investors, analysts, media and other interested
information regarding matters of fundamental
parties. Vista Group provides all stakeholders with
significance to Vista Group, including financial
equal and timely access to material information that
results, earning guidance, dividend policy
is accurate, balanced, meaningful and consistent.
determinations, transformational transactions,
Where Vista Group provides a new and substantive
investor or analyst presentation, it ensures the
presentation materials are released to the NZX
and significant resignations, to the Board (or where
the Board is not available, an Approval Committee)
for its determination.
and ASX announcement platforms ahead of
Disclosures relating to the annual and interim
the presentation.
Vista Group’s Continuous Disclosure Policy is
designed to ensure material information is released
to the NZX and ASX announcement platforms
in compliance with Vista Group’s continuous
disclosure obligations under the NZX Listing Rules
and the Financial Markets Conduct Act 2013. The
Continuous Disclosure Policy is available at
www.vistagroup.co.nz/investor-centre.
The Disclosure Committee is responsible for
administering the Continuous Disclosure Policy
and ensuring that Vista Group complies with its
continuous disclosure obligations. The Disclosure
Committee comprises one Independent Director
(Cris Nicolli), the CEO, the CFO, and the General
Counsel and Company Secretary.
financial statements must be reviewed by the
ARC before being approved by the Board. Once
approved for disclosure, the CFO or General
Counsel and Company Secretary is responsible
for releasing material information on the NZX
and ASX announcement platforms. Directors
consider at each Board meeting whether there is
any material information which should be disclosed
to the market.
Integrity of reporting
The CEO and the CFO are required each full year
to provide a letter of representation to the Board
confirming that the financial statements have been
prepared in accordance with legal requirements,
comply with generally accepted accounting practice
The CEO, ELT and management are responsible
and present fairly, in all material respects, the
for ensuring that all material information relating
financial position of Vista Group and the results of
to their areas of responsibility is reported to the
its operations and its cash flows.
Disclosure Committee promptly and without delay.
The Disclosure Committee is responsible for
determining whether information received from
A letter of representation confirming those matters
was received by the Board with respect to Vista
Group’s 2022 financial statements.
Risk management is an integral part of Vista Group’s businesses.
The Board has established a Risk Management Framework which
is designed to identify material financial and non-financial risks
that may impact our ability to achieve our strategic objectives.
The ARC is responsible for overseeing, reviewing,
and providing advice to the Board on areas of focus.
The ELT is responsible for ensuring compliance
with the risk management framework and
promoting a culture of good risk practices.
All Vista employees have a responsibility to apply
good risk management practices in their day-to-day
work, by following business parameters set through
policies, procedures, systems and controls. The
Board seeks regular independent assurance and
advice on the effectiveness of the framework and
risk and control management.
Key risks
Risk assessments are carried out by our ELT and
senior leadership teams annually in accordance
with Vista Group’s Risk Management Policy. A risk
assessment includes identification of material risks,
assessment of the consequences and likelihood of
the risk and development of controls to achieve a
level of residual risk that is within Board defined
tolerances based on the Board approved risk
appetite statement.
The following table outlines some of Vista Group’s
key business risks following the latest refresh of
its risk register and the mitigation strategies and
activities for each risk.
92
Corporate governance • 93
Key Risks
Mitigation strategies and activities
Key Risks
Mitigation strategies and activities
Health, safety and wellbeing
• Board oversight through monthly health, safety and
Platform stability and data security
• External parties for independent testing
Protecting our employee’s health, safety and
wellbeing report.
wellbeing as the risk of physical illness and
• Dedicated Work Well programme to support
mental health effects from Covid-19 remain,
employee wellbeing.
combined with the workforce impacts of
delivering to our Cloud strategy.
• A global network of volunteer Wellness Advocates
that support their peers and lead wellbeing
initiatives.
• Flexible work arrangements including 4.5-day work
week.
Regulatory compliance
• Policies and procedures covering key regulatory and
Ability to identify and manage new, changed
compliance areas.
or reinterpreted laws and regulations, as our
• Global legal team provides input on emerging
global operations increases the complexity of
changes and potential business impacts.
compliance. Instances of non-compliance could
result in brand and reputational loss, along with
litigation, fines and financial loss.
Attract and retain talent
• Succession planning for senior leadership and
Ability to attract, develop and retain skilled
critical roles.
employees in a highly competitive industry to
• Leadership development and mentoring programme.
be able to deliver on our strategy.
• Focus on employee value proposition through
proactive communication strategy internally and
externally.
Access to capital and capital management
• Maintain a strong relationship with our investors and
Our ability to raise capital when required and to
banking partners.
appropriately allocate capital as we invest and
• Oversight of capital allocation and budgeting by the
transition to the platform.
Board.
• Rigorous Capital Allocation Policy approved by the
Board.
• Long-term forecasting through the financial strategic
plan.
Data privacy
Vista Group’s global footprint exposes us to
• Multi-jurisdictional Data Protection Officer provides
support and independent assurance.
various global data privacy laws and regulations.
• Staff awareness training on data privacy and
Failure to comply with the applicable laws
and regulations and protect personal data,
through how Vista collects, uses and processes
personal data and information, could result in
financial penalties, regulatory intervention and
reputational damage.
94
security.
• Relevant Group policies relating to data protection,
data retention and IT and information security.
• Roadmap to enhance data governance practices.
Failure to maintain security controls and
• Continuous monitoring of platforms
processes which expose the Group to
cyber-attacks, a loss of service or unplanned
outages of applications, disrupting clients’
businesses leading to client churn and/or
reputational damage.
• Incident management and response process
• Data hosted in Microsoft Azure & Amazon Web
Services data centres.
• Enterprise grade security tools and applications.
• ISAE(NZ)3000/SAE 3150 assurance report
(equivalent to SOC 2 Type I) in progress for Vista
Cinema.
Strategy execution
• Executive sponsorship and accountability for
Inability to execute our strategic initiatives
strategic initiatives.
that leads to reputational impacts and reduced
• Program review for improving operational alignment
revenue growth.
to strategic initiatives.
• Board approved strategy and oversight from regular
reporting on progress and challenges.
Adverse global events
• Maintaining sufficient capital reserves
Vista Group’s global footprint in 100+ countries
• Regular financial oversight and monitoring across
exposes us to a variety of global economic
our markets
and political headwinds, such as pandemics,
• External advisors provide insights and guidance on
geopolitical instability, and changes in regulatory
jurisdictional and market activity.
policy. This could disrupt operations, change
consumer behaviours, potentially threaten
the safety of our people and adversely impact
revenue and our underlying profitability.
• Regular liaison with clients on emerging industry
and regional trends
Environmental (including climate)
• Development of a sustainability programme
Failure to support or transition to a lower carbon
• Enhanced Risk Management framework
economy could lead to regulatory impacts and
reputational damage.
• Carbon emissions measurement and assurance
programme
• Review and oversight of climate initiatives by the
Audit and Risk Committee.
Corporate governance • 95
Engaging with investors
Investor relations
Annual Shareholders’ Meetings
Electronic communications
Vista Group is committed to open and effective
Vista Group encourages shareholders to attend its
We encourage all shareholders to provide email
The Code of Ethics sets out:
communication with its shareholders by providing
ASMs and to ask questions of the Chair, Board, ELT
comprehensive relevant information.
and auditor, including as follows:
Vista Group communicates with its investors
across a number of forums, including the Investor
Centre section of Vista Group’s website, regular
information disclosures via the NZX and ASX
announcement platforms, at the ASM, Investor
• Vista Group takes into consideration the
geographical spread of its shareholders, Vista
Group carefully plans the timing and format of
its ASM to allow as many shareholders as possible
to attend and participate;
Day and Governance Roadshows, in its Annual
• shareholders are notified at least 20 working
Reports and Interim Reports, and investor and
days prior to the ASM in accordance with NZX
analyst briefings.
Corporate Governance Code recommendation;
Vista Group aims to provide clear communication
of its strategic direction, including articulating its
strategic priorities.
Investor Centre
and
• shareholder voting is conducted via a poll, and
shareholders may vote in person, electronically
or by proxy.
addresses to Vista Group’s share registrar, Link
Market Services Limited, to enable them to
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 so 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 at www.vistagroup.co.nz/investor-centre.
• 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
Vista Group’s 2022 ASM was held on 26 May 2022
The Vista Group Code of Ethics
suspected breach of the Code of Ethics is required
Vista Group’s website has a dedicated Investor
and took place in a hybrid format (in person and
Centre. Vista Group’s Investor Centre includes a
online). The Notice of Meeting for the 2022 ASM
comprehensive set of investor-related information
was released on the NZX and ASX announcement
and data including releases on the NZX and ASX
platforms and posted on Vista Group’s website
announcement platforms, Annual Reports and
at least 20 working days prior to the ASM in
Interim Reports, investor presentations, and
accordance with NZX Corporate Governance Code
shareholder meeting materials.
recommendation.
Shareholders can direct any questions and
Vista Group’s 2023 ASM will be held on 25 May
comments they may have to Vista Group by
2023 and is again expected to take place in a hybrid
contacting Vista Group’s CFO.
format.
The Code of Ethics, which was adopted and is
policy. The Code of Ethics is provided to new
regularly reviewed by the Board, plays a key role in
employees as part of their induction materials and
establishing the framework by which directors and
the current version is maintained on Vista Group’s
employees are expected to conduct themselves.
internal web portal for access by employees.
to report it immediately in accordance with the
The Code of Ethics is not intended to prescribe an
The Code of Ethics outlines the Board’s policy on
exhaustive list of acceptable and non-acceptable
conflicts of interest. Where conflicts of interest do
behaviour, but rather to facilitate decisions that are
exist, directors excuse themselves from discussions
consistent with Vista Group’s values, business goals
and do not exercise their right to vote in respect of
and legal and policy obligations, thereby enhancing
such matters. Except as provided in the NZX Listing
performance outcomes. Directors and employees
Rules, interested directors do not vote on any Board
are required to familiarise themselves with Vista
resolution for, and are not counted in a quorum
Group’s values, as they govern their behaviour while
for the consideration of, any matter in which that
they are engaged or employed by Vista Group.
director is interested.
96
Corporate governance • 97
Diversity and inclusion
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 prohibits and will not
tolerate discrimination on the grounds of personal characteristics such as age, ethnic origin, marital status,
religion, gender identity, sexual orientation or social origin. Vista Group has a formal Diversity and Inclusion
Policy, which is available at www.vistagroup.co.nz/investor-centre. 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 2022:
OBJECTIVE
OUTCOME
OBJECTIVE
OUTCOME
Ensuring there is a minimum
Vista Group has maintained a gender balance on its Board, with Susan
Continuing to create and
We actively work with our local leaders and affiliation groups to promote
of two females on the Board
Peterson as Chair and Claudia Batten as an Independent Non-Executive
maintain an inclusive culture
and support inclusive work practices and embrace the diversity of our
at all times
Director.
Implementing a target of
As of 31 December 2022, women made up 30% of the Executive
40:40:201 across all roles
Leadership Team and 37% of the Senior Leadership Team.
and programmes
(e.g. leadership training,
recruitment shortlists etc.)
Women have made up 40% of all new hires in 2022, an improvement on
38% in 2021, and 29% of all promotions have been appointed to women. In
addition, of those participating in leadership development programmes,
38% have been women in 2022.
This outcome shows a movement towards achieving the 40:40:20 split
across our leadership teams and programmes.
Gender Pay Gap analysis
A comprehensive Gender Pay Gap analysis has been completed across
all permanent and fixed term employees globally, which compared the
median hourly rates and variable pay of men and women.
Based on a weighted average of the size of each location, Vista Group’s
global gender pay gap is 10.1%. The detailed analysis of the gender gap
by location, pay quartile and job level has been reviewed to assess root
causes as well as actions and initiatives to lower the gap.
To build our Māori
We have continued to build on partnerships with organisations, such
cultural competency in
as Tupu Toa, to assist us in increasing cultural awareness as well as to
our New Zealand leaders
increase access to technology careers for Māori and Pasifika peoples.
Working with Tupu Toa, we have an intern join Vista in the 2022 cohort
and look forward to continuing to support those wishing to pursue a tech
pathway.
and employees. Proactively
work to increase the
representation of Māori
and Pasifika in technology
careers
98
and work environment with
people across Vista Group. This has included: celebrating key cultural
a focus on women, ethnic
events such as international Womens Day, Pride Month, Matariki, Diwali,
minorities and those who
Día de los Muertos (Day of the Dead). A key element of many of our events
identify as LGBTQ+
is to provide education and raise awareness across the organisation.
We continue to be an accredited Rainbow Tick organisation as well as a
Global Women partner and a member of Champions for Change.
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.
See page 53 for disclosure regarding the gender diversity as at 31 December 2022.
2023 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 2023 are to:
• ensure there is a minimum of two females on the Board at all times;
• progress towards our aspiration of 40:40:20 gender diversity (across all employees) by 2030;
• report on a full Gender Pay Gap Analysis annually and actions undertaking to minimise the gap;
• develop framework and commence collecting data to enable reporting on Ethnic Pay Gap; and
• 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.
Corporate governance • 99
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 2022 are set out in the table below:
NAME OF DIRECTOR
ENTITY
NATURE OF GENERAL DISCLOSURE
NAME OF DIRECTOR
ENTITY
NATURE OF GENERAL DISCLOSURE
Susan Peterson
Arvida Group Limited (NZX : ARV)
Non-Executive Director
James Miller
Channel Infrastructure NZ Limited (NZX: CHI)
Non-Executive Chair
Mercury NZ Limited (NZX & ASX:MCY)
Non-Executive Director
Property for Industry Limited (NZX:PFI)1
Non-Executive Director, Chair of Audit and Risk
Committee, and member of Remuneration Committee
Xero Limited (ASX : XRO)
Craigs Investment Partners
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
Wonderful Investments Limited
Director and Shareholder
Murray Holdaway
Kaha Software Limited
Director and Beneficial Shareholder
Lido Cinema Limited
Beneficial Shareholder
Auckland United Football Club
The Awhero Nui Trust
Holdaway and Geary Trust
Chair
Trustee
Trustee
1 Susan Peterson retired from the Board of Property for Industry Limited on 15 December 2022.
NZX Limited (NZX:NZX)
Non-Executive Chair
Mercury NZ Limited (NZX & ASX:MCY)
Non-Executive Director
Cris Nicolli
Playside Studios Limited (ASX: PLY)
Non-Executive Chair
ReadCloud Limited (ASX: RCL)
Non-Executive Chair
Kadasig Aid & Development (Not For Profit Charity)
Treasurer
Nicolli Holdings Pty Ltd (Family Investment)
Director
Nicolli Family Superannuation Fund
Trustee
Kirk Senior
Outpost Central Ltd (trading as Wildeye)
Consultant
Kirk Senior Pty Limited
Director and Shareholder
Senior Family Super Fund Pty Limited
Director and Shareholder
Honey For Life Pty Ltd
Kirk Senior Family Trust
Shareholder
Trustee
100
Corporate governance • 101
Directors’ disclosures
Company disclosures
Directors’ and officers’ indemnities
and insurance
In accordance with section 162 of the Companies
Act 1993 and the constitution, Vista Group
indemnifies the directors in relation to potential
liabilities and costs they may incur for acts or
omissions in their capacity as directors. Vista Group
also maintains directors’ and officers’ liability
insurance that covers risks normally covered by
such policies arising out of acts or omissions
of directors and employees in their capacity as
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.
Directors’ Vista Group shareholdings
The number of Vista Group shares in respect of
which each director had an interest as at 31 January
2023 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson
122,271
0.0524%
Claudia Batten
–
Murray Holdaway
6,786,000
–
2.91%
0.0319%
0.0374%
74,500
87,152
861,936
0.37%
James Miller
Cris Nicolli
Kirk Senior
Directors’ Vista Group share dealings
During 2022, 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.
Subsidiary companies
The directors of subsidiaries of Vista Group at 31 December 2022 are listed in the table below:
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
No changes
Movio (IP) Limited
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
Movio Limited
Movio, Inc.
New Zealand
100% Matthew Cawte, Kelvin Preston, Kimbal Riley
No changes
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%
Kimbal Riley, Steven Thompson
Director resignations: Nicholas Patsides,
Kirk Senior
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
Huang Swee Lin
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
102
Corporate governance • 103
Shareholder information
Twenty largest shareholders
Vista Group’s 20 largest shareholders and their shareholdings at 31 January 2023 are set out in the
table below:
Analysis of shareholdings as at 31 January 2022
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
RANK
REGISTER
NAME OF TOP 20 SHAREHOLDERS
NZL
Tea Custodians Limited 1
AUS
J P Morgan Nominees Australia Pty Limited
AUS
Citicorp Nominees Pty Limited
NZL
Bnp Paribas Nominees NZ Limited Bpss4011
NZL
Accident Compensation Corporation1
AUS
HSBC Custody Nominees (Australia) Limited
NZL
National Nominees New Zealand Limited 1
NZL
New Zealand Superannuation Fund Nominees Limited1
NUMBER OF
SHARES
% OF
ISSUED
SHARES
38,842,987
16.66%
18,256,616
7.83%
16,837,721
7.22%
11,823,509
5.07%
11,806,494
5.06%
9,744,457
4.18%
9,201,525
3.95%
7,414,661
3.18%
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 %
1,119
1,501
481
451
64
80
567,537
4,000,726
3,527,906
9,486,422
4,379,029
211,230,473
3,696
233,192,093
0.24%
1.72%
1.51%
4.07%
1.88%
90.58%
100.00%
NZL
Brian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis
7,049,065
3.02%
Substantial Product Holdings
NZL
Murray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald
6,786,000
2.91%
NZL
Custodial Services Limited
AUS
Bnp Paribas Noms Pty Ltd
NZL
HSBC Nominees (New Zealand) Limited 1
NZL
New Zealand Depository Nominee
NZL
JPMORGAN Chase Bank1
NZL
Hobson Wealth Custodian Limited
6,731,917
2.89%
6,528,418
2.80%
6,184,971
2.65%
5,975,983
2.56%
4,924,383
2.11%
4,377,318
1.88%
According to notices given under the Financial Markets Conduct Act 2013, the following persons were
Substantial Product Holders in Vista Group ordinary shares as at 31 December 2022 in respect of the
number of voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDER
Fisher Funds Management Limited
FIL Limited
Spheria Asset Management Pty Ltd
NUMBER OF SHARES
34,805,332
21,163,635
32,466,361
NZL
Bruce Alexander Wighton & Marianne Bachler & Peter John Clark
3,668,995
1.57%
NZL
PT Booster Investments Nominees Limited
AUS
National Nominees Limited
3,136,949
1.35%
2,845,240
1.22%
On 25 January 2023, Accident Compensation Corporation announced that it had commenced having a
substantial product holding in Vista Group, holding 11,781,494 ordinary shares.
20
NZL
Gregory James Trounson & Donald Mackenzie Gibson & Kathryn Mary Lee Trounson
2,763,883
1.19%
Total of top 20 shareholders
Total shares on issue
184,901,092
79.29%
233,192,093
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.
104
Corporate governance • 105
Other disclosures
Stock exchange listings
Takeover offer protocol
Net tangible assets
Vista Group’s ordinary shares are listed and quoted
Vista Group’s Board has adopted a Takeover
on the NZX and on the ASX (as an ASX Foreign
Response Manual that provides a comprehensive
Exempt Listing).
Waivers from NZX or ASX
Vista Group did not apply for, was not granted, and
did not rely on, any waivers from the NZX or ASX
during the year ended 31 December 2022.
Exercise of NZX powers
The NZX did not exercise any of its powers under
NZX Listing Rule 9.9.3 in relation to Vista Group
during the year ended 31 December 2022.
framework to be followed in the event that Vista
Group receives, or anticipates receiving, a takeover
offer. Vista Group has established relationships with
appropriate professional advisers to support Vista
Group and the Board through any takeover offer
process. The Takeover Response Manual provides
for the establishment of a response committee to
take all necessary actions in respect of a takeover
offer. The response committee is comprised of
Independent Directors, excluding any director
that has a direct or indirect relationship, including
with the bidder or any significant shareholder in
Vista Group, that could reasonably influence the
Registration as a foreign company
director’s decision making in respect of the
Vista Group has registered with the Australian
Securities and Investments Commission as a foreign
Dividends
takeover offer.
company and has been issued with the Australian
Registered Body Number of 600 417 203.
ASX disclosures
As stated in the 2022 Investor Day, Vista Group is
currently investing in the cloud-based platform with
free cash flows for either investment or dividends
only expected from 2025.
Vista Group holds a foreign exempt listing on the
ASX. As a requirement of admission Vista Group
Credit rating
must make the following disclosures:
• Vista Group’s place of incorporation 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).
As at the date of this Annual Report, Vista Group
does not have a credit rating.
Vista Group’s net tangible assets per share
(excluding treasury stock) as at 31 December 2022
was $0.08662386, compared with $0.21883400 at
31 December 2021.
Donations and lobbying
Vista Group made donations of $135,000 during
the 2022 financial year (2021: $127,000), including
$85,000 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
2022.
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 2022.
Modern slavery and human trafficking
statement
Vista Group has published a joint statement (on
behalf of itself and Vista Entertainment Solutions
Limited and Vista Entertainment Solutions (UK)
Limited) setting out the steps it has taken during
the 2022 financial year, and the actions it will
take during the 2023 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 at
www.vistagroup.co.nz/investor-centre.
106
Corporate governance • 107
Information about Vista Group ordinary shares
Information for shareholders
This statement sets out information about the rights and privileges that attach
to Vista Group ordinary shares.
Rights and privileges
Share cancellation
Shareholder enquiries
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);
– approve the amalgamation of Vista Group under
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
section 221 of the Companies Act 1993; or
Rules) that if, at the end of three months after the
– place Vista Group into liquidation;
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 of the
holder and to sign all necessary documents relating
to the sale.
• 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;
• receive an equal share with other shareholders
in the distribution of surplus assets in any
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.
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.
108
Corporate governance • 109
Financial statements
Directors’ report
The Board of Directors present the financial
consolidated financial statements that present
statements of Vista Group for the year ended
fairly, in all material respects, the financial
31 December 2022 and the independent
position of Vista Group as at 31 December
auditor’s report thereon.
2022 and the results of Vista Group’s
The Directors are responsible, on behalf of the
Company, for presenting these consolidated
operations and cash flows for the year then
ended.
financial statements in accordance with
For and on behalf of the Board of Directors
applicable New Zealand legislation and
who approved these financial statements for
Generally Acceptable Accounting Practices
issue on 28 February 2023.
(NZ GAAP) in New Zealand in order to present
Susan Peterson
Chair
James Miller
Chair, Audit and Risk Committee
110
Financial statements • 111
Statement of other comprehensive income
For the year ended 31 December 2022
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 (expense) / benefit on share-based payments
7.1
Total other comprehensive income
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.
2022
NZ$m
2.3
(0.4)
1.9
(20.9)
(19.0)
(19.7)
0.7
(19.0)
2021
NZ$m
2.3
0.6
2.9
(9.9)
(7.0)
(7.0)
-
(7.0)
Income statement
For the year ended 31 December 2022
CONTINUING OPERATIONS
Total revenue
Cost to serve
Gross profit
Sales and marketing costs
Research and development costs
General and administration costs
Foreign currency gains / (losses)
Total operating expenses
EBITDA1
Amortisation
Depreciation
Finance costs
Finance income
Share of equity accounted loss from associate
Other gains and losses
Loss before tax
Taxation benefit
Loss for the year
Loss for the year is attributable to:
Owners of the parent
Non-controlling interests
Loss for the year
SECTION
2.1, 2.2
2.3
2.3
2.3
2.3
2.3
2.2
5.5
5.2, 5.7
5.3
2.3
6.1
2022
NZ$m
135.1
(50.6)
84.5
(14.3)
(27.6)
(32.6)
0.6
(73.9)
10.6
(11.5)
(5.7)
(2.1)
0.8
(2.7)
(11.9)
(22.5)
1.6
(20.9)
(21.4)
0.5
(20.9)
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)
(12.3)
2.4
(9.9)
(9.8)
(0.1)
(9.9)
Basic and diluted earnings per share (cents)
7.2
($0.09)
($0.04)
1 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.
112
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 • 113
Statement of changes in equity
For the year ended 31 December 2022
Statement of financial position
As at 31 December 2022
CONTRIBUTED
EQUITY
RETAINED
EARNINGS
FOREIGN
CURRENCY
RESERVE
SHARE-
BASED
PAYMENT
RESERVE
TOTAL EQUITY
ATTRIBUTABLE
TO OWNERS
NON-
CONTROLLING
INTERESTS
TOTAL
EQUITY
2022
SECTION
$NZm
$NZm
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
Balance at 1 January 2022
131.3
23.3
1.7
1.7
158.0
1.8
159.8
Total comprehensive income movement:
Loss for the year
-
(21.4)
Other comprehensive (loss) / income1
(0.4)
-
Total comprehensive (loss) / income
(0.4)
(21.4)
Transactions with owners:
Retriever acquisition
3
Share-based payments
7.1, 7.5
Dividends paid
3.2
0.9
-
-
-
-
-
2.1
2.1
-
-
-
Balance at 31 December 2022
135.0
1.9
3.8
-
-
-
-
3.6
-
5.3
(21.4)
1.7
(19.7)
3.2
4.5
-
0.5
0.2
(20.9)
1.9
0.7
(19.0)
-
-
3.2
4.5
(0.5)
(0.5)
146.0
2.0
148.0
2021
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
income1
-
(9.8)
-
0.6
-
2.2
Total comprehensive income / (loss)
0.6
(9.8)
2.2
Transactions with owners:
Share-based payments
7.1, 7.5
Distribution on wind-up of subsidiary
4.7
-
-
-
-
-
Balance at 31 December 2021
131.3
23.3
1.7
-
-
-
0.4
-
1.7
(9.8)
2.8
(7.0)
5.1
-
(0.1)
(9.9)
0.1
2.9
-
-
(0.1)
(7.0)
5.1
(0.1)
158.0
1.8
159.8
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
CURRENT ASSETS
Cash
Trade and other receivables
Contract assets
Net investment in sublease
Income tax receivable
Total current assets
NON-CURRENT ASSETS
Contract assets
Property, plant and equipment
Lease assets
Net investment in sublease
Investment in associate
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
Contingent consideration
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
5.1
5.1
5.8
5.1
5.2
5.7
5.8
5.3
5.4
5.5
6.2
4.2
5.6
5.7
5.9
3
5.10
4.2
5.7
5.9
3
5.10
6.2
7.1
7.4
7.5
2022
NZ$m
46.0
36.4
4.9
-
1.3
88.6
0.4
4.7
12.3
1.2
-
57.1
53.0
17.8
146.5
235.1
0.5
23.6
5.3
22.3
1.4
0.6
0.4
54.1
17.6
13.3
0.4
1.5
0.1
0.1
33.0
87.1
148.0
135.0
1.9
3.8
5.3
146.0
2.0
148.0
2021
NZ$m
60.4
31.9
4.6
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
114
The above statement should be read in conjunction with the accompanying notes.
For, and on behalf of, the Board who approved these financial
statements for issue on 28 February 2023.
The above statement should be read in conjunction with the accompanying notes.
Susan Peterson
Chair
James Miller
Chair, Audit and Risk Committee
Statement of cashflows
For the year ended 31 December 2022
CASHFLOWS FROM OPERATING ACTIVITIES
Receipts from clients
Payments to suppliers and employees
Pandemic related wage subsidies
Pandemic related tax deferrals
Taxes received / (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
Retriever acquisition, net of cash acquired
Net cash applied to investing activities
CASHFLOWS FROM FINANCING ACTIVITIES
Lease payments - principal elements
Loan repayment - HSBC PPP
Loan drawdown - related parties
Loan repayment - related parties
Dividends / liquidation proceeds paid to non-controlling interests
Net cash applied to financing activities
Net decrease in cash
Cash at beginning of year
Foreign exchange differences
Cash at year end
SECTION
4.1
5.2
5.5
3, 5.5
5.7
4.2
4.2
4.2
2022
NZ$m
131.5
(117.6)
-
-
0.4
(1.9)
12.4
(2.1)
(16.8)
0.4
-
(3.3)
(21.8)
(5.1)
-
-
(0.1)
(0.5)
(5.7)
(15.1)
60.4
0.7
46.0
2021
NZ$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
Notes to the financial statements
1. Basis of preparation
General information
The notes are consolidated into nine 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 5.1
Revenue and expected credit loss (ECL) provisioning
Section 5.3
Impairment testing of associate companies
Section 5.4
Impairment testing of goodwill
Section 5.5
Capitalisation of development costs
Section 5.8
Carrying amount of net investment in sublease
Section 6.2
Recognition of deferred tax assets
Recognition of Government grants is no longer classified as a significant source of estimation uncertainty. Most areas of
uncertainty in prior years have been settled in full, with judgement only now required for the 2022 New Zealand Research &
Development Tax Incentive (RDTI). No accrual has been made for the RDTI scheme due to Vista Group not yet having reasonable
assurance that it will be received. Any amount received is highly likely to be capitalised in full as an intangible asset.
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 NZX Main Board (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, separate financial statements for the Company are not presented
because group financial statements are prepared and presented for the Company and its subsidiaries.
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 2023.
116
The above statement should be read in conjunction with the accompanying notes.
Notes to the financial statements • 117
1.2 Summary of significant accounting policies
2. Financial performance
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.
Basis of consolidation
Vista Group’s financial statements consolidate those of the Company and its subsidiaries as at 31 December 2022. 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 2022 that
have a material impact on Vista Group.
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2022
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.
This section outlines further details of Vista Group’s financial performance by building on information presented in the income
statement.
2.1 Revenue
Vista Group recognises revenue when performance obligations have been settled. A performance obligation is settled when the
client has received all the benefits associated with the performance obligation.
Revenue by category
SaaS revenue
Non-SaaS revenue
Recurring revenue
Perpetual software
Hardware
Services & development - one off
Other revenue
Non-recurring revenue
Total revenue1
2022
2021
NZ$m
38.4
73.9
112.3
6.3
6.2
10.0
0.3
22.8
135.1
%
83%
17%
100%
NZ$m
27.8
53.6
81.4
5.4
1.5
9.5
0.3
16.7
98.1
%
83%
17%
100%
1 No individual client 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. This categorisation of revenue is also expected to help investors understand the nature of Vista Group’s
revenue.
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.
Non-GAAP financial information does not have a standardised meaning prescribed by NZ GAAP and therefore may not be
comparable to similar financial information presented by other entities.
118
Notes to the financial statements • 119
Revenue process and policy
The following details Vista Group’s approach to categorising revenue:
REVENUE
CATEGORY
REVENUE TYPE
SEGMENT
DESCRIPTION
SaaS revenue
Recurring
revenue
Vista recurring
subscriptions
– annual fee
Vista Cinema
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. Clients 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.
REVENUE
CATEGORY
Non-SaaS
revenue
Recurring
revenue
REVENUE TYPE
SEGMENT
DESCRIPTION
On-premise
subscription fees
Vista Cinema
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.
Maintenance
Vista Cinema /
AGC (Maccs & Numero)
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
client.
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.
120
Notes to the financial statements • 121
2.2 Operating segments
Operating segment performance1
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 the recently acquired Retriever client contracts,
movieXchange and Share Dimension products, and maintenance revenues from Vista China (an associate company).
• 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, people and culture,
marketing and Vista Group Chief Executive.
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
SECTION
2022
NZ$m
27.6
50.8
34.2
10.9
11.6
2.1
135.1
1 The other category includes entities in Australia, Brazil, Germany, Malaysia, Netherlands, Romania and South Africa.
Non-current assets by domicile of entity
Non-current operating assets2 by location of the reporting entity are presented in the following table.
New Zealand
United States
United Kingdom
Mexico
Other1
Non-current assets2
1 The other category includes entities in Australia, Brazil, Germany, Malaysia, Netherlands, Romania and South Africa.
2 As required by NZ IFRS 8, non-current operating assets in the table above excludes deferred tax assets and investments in associates.
2022
NZ$m
65.3
26.4
10.2
12.4
14.4
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
2022
SaaS revenue
Non-SaaS revenue
Recurring revenue
Non-recurring revenue
Total revenue
Cost to serve
Gross profit
Gross profit %2
Sales and marketing costs
Research and development costs
General and administration costs
ECL benefit
Foreign currency (losses) / gains
EBITDA2
EBITDA margin2
2021
SaaS revenue
Non-SaaS revenue
Recurring revenue
Non-recurring revenue
Total revenue
Cost to serve
Gross profit
Gross profit %2
Sales and marketing costs
Research and development costs
General and administration costs
ECL benefit
Foreign currency (losses) / gains
EBITDA2
EBITDA margin2
CINEMA
NZ$m
MOVIO
NZ$m
AGC
NZ$m
CORPORATE
NZ$m
TOTAL
NZ$m
% OF
REVENUE
14.2
61.6
75.8
17.7
93.5
(36.2)
57.3
61%
(9.0)
(19.7)
(10.2)
1.0
(0.1)
19.3
21%
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%
17.5
0.8
18.3
1.6
19.9
(6.9)
13.0
65%
(2.9)
(3.7)
(1.9)
-
0.4
4.9
25%
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%
6.7
11.5
18.2
3.5
21.7
(7.5)
14.2
65%
(2.2)
(4.2)
(6.0)
-
0.3
2.1
10%
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%
-
-
-
-
-
-
-
(0.2)
-
(15.5)
-
-
(15.7)
-
-
-
-
-
-
-
-
-
(10.7)
-
0.1
(10.6)
38.4
73.9
112.3
22.8
135.1
(50.6)
84.5
63%
(14.3)
(27.6)
(33.6)
1.0
0.6
10.6
8%
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%
37%
11%
20%
25%
37%
9%
23%
27%
1 The CODM does not regularly review assets and liabilities for each reportable segment.
2 EBITDA is defined in the non-GAAP financial measures section below. Gross profit % and EBITDA margin are calculated as gross margin over total revenue and
128.7
117.3
EBITDA over total revenue, respectively.
Non-GAAP financial measures
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, and therefore is considered useful to investors. 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. A reconciliation is provided on the income statement.
Non-GAAP financial information does not have a standardised meaning prescribed by NZ GAAP and therefore may not be
comparable to similar financial information presented by other entities.
122
Notes to the financial statements • 123
2.3 Expenses and other income
Classification of expenses on the income statement
Costs to serve are the incremental direct cash costs incurred in deriving Vista Group’s revenue. Examples of such costs include
hosting, technical staff, transaction fees and the cost of hardware.
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 client conferences.
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 as they are non-cash costs, and it also allows Vista Group’s non-GAAP financial measure, EBITDA (as defined in section
2.2) to be presented clearly on the income statement.
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 benefit
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
7.5
5.5
2.3
5.1
5.1
2.3
2022
NZ$m
15.8
4.7
81.8
4.5
8.2
(15.9)
(0.2)
5.2
2.1
3.3
(1.0)
0.6
(0.6)
0.5
15.5
124.5
2021
NZ$m
11.2
1.3
68.0
5.2
6.7
(12.6)
(5.2)
3.2
1.1
1.1
(3.1)
0.7
0.5
0.5
13.0
91.6
Personnel costs
Accruals for personnel costs, including non-monetary benefits, commissions and annual leave expected to be settled within 12
months of the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the
amounts expected to be paid using the remuneration rate expected to apply at the time of settlement, on an undiscounted basis.
Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
Vista Group has pension obligations in respect of various defined contribution plans. Vista Group pays contributions to publicly
or privately administered pension insurance plans on a mandatory or contractual basis. Vista Group has no further payment
obligations once the contributions have been paid. The contributions are recognised as an employee entitlement expense when
they are due.
Other gains and losses
‘Other gains and losses’ are excluded from operating expenses and EBITDA because they result from non-cash activities, or are
not derived in the ordinary course of business. They have been disclosed separately in order to improve a reader’s understanding
of the financial statements.
Acquisition expenses
Impairment charges - Vista China investment
Impairment charges - Vista China intangibles
Impairment charges - Sublease asset
Sales tax expense
Total other gains and losses
SECTION
5.3
5.5
5.7, 5.8
5.10
2022
NZ$m
(0.2)
(8.9)
(1.3)
(1.5)
-
(11.9)
2021
NZ$m
-
-
-
(0.7)
(0.7)
(1.4)
• Impairment charges - Sublease asset: The impairment charge in 2022 relates to the Vista Cinema subleased premises in Los
Angeles, where the subtenant vacated the premises with 4 years of the sublease term remaining.
Impairment charges in 2021 relate to the Vista Cinema leased premises in Los Angeles, where Vista Group agreed to sublease a
portion of the lease at an amount which was less than the cost negotiated prior to the pandemic.
• Sales tax expense: Vista Group completed a US sales tax economic nexus study in 2021 which revealed sales taxes should have
been charged to US-based clients. The associated cost was considered one-off and exceptional in nature, as it would not have
been incurred if Vista Group collected the taxes from the clients.
Auditor’s remuneration included in administration costs
Audit and review of financial statements - PwC
Total fees paid to the auditor of Vista Group
Vista Group engaged PwC to perform non-audit services relating to:
2022
NZ$m
0.5
0.5
2021
NZ$m
0.5
0.5
• Advisory services: Workshop facilitation in relation to sustainability and climate change strategy and reporting $33k
(2021: $nil). Tax advisory relating to long-term employee incentive schemes and CEO benchmarking $nil (2021: $22k).
Fees paid to other audit firms for the audit of local subsidiary financial statements was less than $0.1m (2021: less than $0.1m).
The non-audit services provided by these firms totalled $0.6m, and were all provided to Vista Group entities not audited by these
firms (2021: $0.4m).
124
Notes to the financial statements • 125
Government grants
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 $0.2m (2021: $5.2m). The cash amount of
grants received during the year was $2.3m (2021: $3.1m). Details of these grants are as follows:
• Wage subsidies: Vista Group received $0.2m (2021: $0.3m) of wage subsidies during the year from various governments which
has been fully recognised in the income statement in the year received.
• HSBC PPP loan: Forgiveness of the US Government paycheck protection program (PPP) loan was obtained in 2021, with the
$2.8m loan being de-recognised in 2021 with the associated credit being classified as a Government grant within other income.
See page 96 of the Vista Group 2021 Annual Report for more details.
• Research & development grants: Vista Group enrolled to receive the RDTI in 2021 and applied judgement by accruing $2.1m in
the prior year as a Government grant on the income statement. The cash for this grant was received in 2022.
At 31 December 2022, Vista Group was working with external experts to prepare general approvals to make a claim under
the 2022 RDTI grant. Vista Group determined that reasonable assurance for this grant could not be obtained until the general
approvals were accepted. Any amount received under this scheme is highly likely to be capitalised as an intangible asset.
3. Retriever acquisition
On 16 February 2022, Vista Group announced it had acquired the assets of US entertainment software company Retriever
Software Inc. (‘Retriever’). Vista Cinema acquired Retriever’s software and client relationships, with an offer of employment to
all current Retriever employees. This transaction resulted in Vista Cinema adding over 100 new clients – further strengthening its
market share in the US and cementing its position as the leading cinema software provider in the US market.
Using the concentration test approach the transaction was classified as an asset acquisition, rather than a business combination,
because substantially all of the value in the transaction related to a single asset, being the acquired client contracts.
The fair value of the net assets acquired, along with the components that form consideration, are as follows:
SECTION
NZ$m
4. Cash flows and borrowings
This section outlines further details of Vista Group’s cash flows and liquidity.
4.1 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 associate
Unrealised foreign currency (losses) / gains
ECL benefit
Movement in revenue provision - concession discounts
Movement in revenue provision - credit risk
Movement in other provisions
Net non-cash items
Movements in working capital:
SECTION
5.5
5.2, 5.7
2.3
7.5
6.1
5.3
5.1
5.1
5.1
5.10
Fair value of the net assets acquired
Client contracts
Net assets acquired
Total consideration satisfied by:
Cash consideration
VGL share consideration
Contingent cash consideration
Total consideration
5.5
7.1
9.6
9.6
3.3
3.2
3.1
9.6
(Decrease) / increase in related party trade and other payables
(Increase) / decrease in related party trade and other receivables
Increase / (decrease) in trade and other payables (including contingent consideration)
Decrease in trade and other receivables, net of deferred revenue
Decrease / (increase) in net taxation receivable
Net change in working capital
Net cash inflow from operating activities
On the date of acquisition, 1,529,987 shares in Vista Group were issued to the vendors of Retriever.
Contingent cash consideration of $3.1m is assumed to be 100% earned and is comprised of the following two earn-outs.
• 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 clients over the 24
month period post completion.
At 31 December 2022, the contingent consideration liability had reduced to $2.9m due to movements in the USD exchange rate
and due to elements of the earnouts no longer considered likely to be achieved.
Acquisition costs in this transaction were $0.2m, which have been included on the income statement within other gains and losses
(see section 2.3).
The carrying value and financial performance of the Retriever client contracts are recognised within the Cinema segment
(see section 2.2).
126
Notes to the financial statements • 127
2022
NZ$m
(20.9)
11.5
5.7
11.7
4.5
(4.4)
0.2
2.7
(1.8)
(1.0)
(0.6)
(3.8)
(0.4)
24.3
(0.8)
(1.5)
8.2
2.0
1.1
9.0
12.4
2021
NZ$m
(9.9)
7.8
6.1
0.7
5.2
(3.9)
-
2.0
1.5
(3.1)
(4.1)
2.7
(0.7)
14.2
0.5
1.8
(0.9)
7.2
(1.6)
7.0
11.3
4.2 Borrowings
5. Assets and liabilities
Borrowings are initially recognised at fair value less directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest method. Borrowing costs are expensed as incurred.
This section outlines further details of Vista Group’s financial performance by building on information presented in the statement
of financial position.
Carrying amount of borrowings
Balance at 1 January
Repayments during the year
Drawdowns during the year
PPP loan forgiveness during the year
Movement in foreign exchange
Total borrowings at year end
Represented by:
Borrowings - external
Borrowings - related parties
Total borrowings at year end
Summary of debt facilities
2022
NZ$m
16.8
(0.1)
-
-
1.4
18.1
17.6
0.5
18.1
2021
NZ$m
18.1
-
0.6
(2.8)
0.9
16.8
16.2
0.6
16.8
5.1 Trade and other receivables
Carrying amount of trade and other receivables
Trade receivables
Revenue provision - concession discount
Revenue provision - credit risk
ECL provision
Sundry receivables
Prepayments
Vista China acquisition deposit
Total trade and other receivables
Trade receivables
2022
NZ$m
41.4
(0.8)
(5.1)
(4.4)
1.2
3.6
0.5
36.4
2021
NZ$m
38.9
(1.4)
(8.9)
(4.6)
4.2
3.3
0.4
31.9
Included within trade receivables is a receivable from Vista China of $1.4m (31 December 2021: $nil), with the full amount fully
provisioned within the credit risk revenue provision.
FACILITY PROVIDER
REASON FOR LOAN
EXPIRY DATE
CURRENT
LIMIT
NZ$m
INTEREST RATE
DEBT DRAWN (NZ$m)
2022
2021
2022
2021
Contract assets
ASB - revolving credit
General commercial /
Future acquisitions
Jan 2026
40.0
6.96%
1.57%
17.6
16.2
ASB - overdraft
Working capital
Related parties
Working capital
On demand
On demand
Total borrowings at year end
2.0
0.5
42.5
8.73%
4.00%
4.78%
4.00%
-
0.5
-
0.6
18.1
16.8
A line fee of 1.45% is also paid on the credit limit of the ASB revolving credit facility.
With the ASB revolving credit facility due for maturity in January 2023, Vista Group agreed to new terms in June 2022. The
facility has been extended by three years with a reduced credit limit of $42.0m (including the overdraft facility). Details are
provided in the table above.
ASB facilities are secured by an interest in Vista Group's tangible assets. Agreed covenants include:
• Gearing ratio of not greater than 2.5 times.
• Interest cover of equal or greater than 3.0 times.
• A rolling 12 month normalised EBITDA of the charging group not being less than 80% of Vista Group.
Vista Group has been compliant with all ASB covenants for both the current and prior reporting years. Vista Group has no reason
to believe that it will not be compliant with these covenants for at least the next 12 months.
The related party loan has been provided by the co-shareholder of Powster. This is unsecured, incurs interest at 4% per annum
and is repayable on demand.
Contract assets primarily relate to Vista Group’s rights to consideration for performance obligations completed but not billed
at the reporting date. Vista Group also recognises contract assets for ‘costs to fulfil a contract’ (i.e. Vista Cloud implementation
costs), where direct costs are incurred with the performance obligations being settled over time.
The movement in contract assets during the year was as follows:
Balance at 1 January
Amounts included in opening balance released in the current year
Additional contract assets recognised during the year
Exchange movements
Contract assets at year end
2022
NZ$m
4.6
(4.5)
4.9
0.3
5.3
2021
NZ$m
5.9
(5.0)
3.5
0.2
4.6
128
Notes to the financial statements • 129
Revenue provisioning (significant judgement / estimate)
Vista Group has assessed receivables for revenue related provisions as follows:
• Credit risk provision: During the initial impact of the pandemic, Vista Group was required to apply ‘variable consideration’
rules when recognising revenue from each of its clients. This was because 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. These variable
consideration rules meant only the estimated consideration that will be received was permitted to be recognised as revenue.
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 assess
each of its clients 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.
Judgement was applied in determining the period that the variable consideration rules were appropriate. This period was
deemed to be between 1 March 2020 (the month the pandemic forced worldwide cinema closures) and 30 June 2021 (the
date Vista Group determined the health of the industry had sufficiently improved, with the risk of worldwide closures being
considered less likely). Any receivables where the revenue relates to 1 July 2021 onwards are assessed for an expected credit
loss (ECL) provision.
All receivables relating to revenue earned between 1 March 2020 to 30 June 2021, but still on balance sheet at 31 December
2022 have incurred a 100% revenue provision. An exception is made for any clients which have agreed and are adhering to
a payment plan, or if recovery of the debt is considered highly probable. These balances have not been written off as Vista
Group continues to seek recovery of these amounts owed.
• Concession discounts: To ensure timely payment from clients, or to facilitate support to clients during the pandemic, Vista
Group granted concessions to payment terms or discounts to recurring fees. Concession discounts are recognised as a
reduction to revenue when they have been agreed, or where the client has a reasonable expectation of being entitled to a
discount.
Such discounts were less common in the current year with a provision of $0.8m being recognised as a provision at 31
December 2022.
ECL provisioning (significant judgement / estimate)
For trade receivables and contract assets, 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 contract assets 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.
To measure ECL, trade receivables and contract assets 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 applies 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 client 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 client, a further provision for ECL is added.
• The country, client and market characteristics consider the relative risk related to the country and / or region within which the
client resides and assesses the financial strength of the client and the market position that Vista Group has achieved within that
market.
To avoid double counting, the specific and general ECL provisions are calculated after deducting the associated amount
recognised as a revenue provision.
Due to clients still recovering from the pandemic, Vista Group applied additional judgement in determining the ECL provision at
31 December 2022.
• Specific provision: All client invoices and contract assets have been reviewed with a specific provision made for clients that
are known to have liquidity / solvency issues, or where the debt is older than 180 days. Vista Group takes into account any
forward-looking information (such as macro-economic variables) when applying the provision to each specific client.
At 31 December 2022, Vista Group applied judgement by including a 10% (2021: 10%) insolvency risk for all Cinema or Movio
segment clients.
• General provision: Vista Group applies an ECL matrix to its trade receivables and contract assets 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).
The movement in the ECL provision during the year was as follows:
Balance at 1 January
Bad debts written off
Change in provision
Exchange differences
ECL provision at year end
2022
NZ$m
4.6
(0.6)
(0.4)
0.8
4.4
The table below illustrates how the carrying value of the ECL has been derived:
2022
Net trade receivables and contract assets1
Baseline
Aging, write offs and collection
Country, client and market
ECL - general provision
ECL - specific provision
Total ECL provision
0-90
DAYS
NZ$m
30.4
0.4
-
0.1
0.5
1.5
2.0
91-180
DAYS
NZ$m
181-270
DAYS
NZ$m
4.1
0.1
-
-
0.1
0.5
0.6
3.1
0.1
0.1
-
0.2
0.5
0.7
271-360
DAYS
NZ$m
2.0
-
-
-
-
0.1
0.1
361+
DAYS
NZ$m
1.7
-
0.1
-
0.1
0.9
1.0
2021
NZ$m
7.7
(0.7)
(2.4)
-
4.6
TOTAL
NZ$m
41.3
0.6
0.2
0.1
0.9
3.5
4.4
General provision effective rate
1.6%
2.4%
6.5%
0.0%
5.9%
2.2%
2021
Net trade receivables and contract assets1
Baseline
Aging, write offs and collection
Country, client and market
ECL - general provision
ECL - specific provision
Total ECL provision
25.4
0.5
-
0.1
0.6
1.9
2.5
4.0
0.1
-
-
0.1
0.5
0.6
1.3
0.1
-
-
0.1
0.1
0.2
1.1
0.1
-
-
0.1
-
0.1
1.8
-
0.1
-
0.1
1.1
1.2
33.6
0.8
0.1
0.1
1.0
3.6
4.6
General provision effective rate
2.4%
2.5%
7.7%
9.1%
5.6%
3.0%
1 Net trade receivables and contract assets have been adjusted for the impact of concession discounts and credit risk provisioning.
130
Notes to the financial statements • 131
Total revenue and ECL provisioning
5.2 Property, plant and equipment
The below table highlights the proportion of total provisioning made against trade receivables and contract assets. Vista Group
believes that cumulative ECL and revenue provisions of 21.8% was a reasonable level to provide against trade receivables and
contract assets.
Trade receivables and contract assets
Revenue provision - concession discounts
Revenue provision - credit risk
ECL provision
Total provisioning
Total provisioning effective rate
2022
NZ$m
47.2
0.8
5.1
4.4
10.3
21.8%
2021
NZ$m
43.5
1.4
8.9
4.6
14.9
34.3%
A key judgement was that 10% of core business receivables may not be collectible. The following illustrates the sensitivity of
this judgement.
5% JUDGEMENT
10% JUDGEMENT
15% JUDGEMENT
2022
NZ$m
NZ$m
Revenue provision - concession discount
Revenue provision - credit risk
ECL provision
Total provisioning
Total provisioning effective rate
0.8
4.9
3.8
9.5
20.1%
0.8
5.1
4.4
10.3
21.8%
NZ$m
0.8
5.2
5.0
11.0
23.3%
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.
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:
• Fixtures and fittings
3 to 14 years, or the term of any associated property lease
• Computer equipment
1.5 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
2022
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 2022
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
FIXTURES
& FITTINGS
NZ$m
COMPUTER
EQUIPMENT
NZ$m
5.3
-
(0.5)
0.2
5.0
(2.3)
(0.5)
0.5
(0.1)
(2.4)
2.6
6.4
0.1
(1.4)
0.2
5.3
(2.9)
(0.8)
1.4
-
(2.3)
3.0
2.3
2.1
(1.2)
0.2
3.4
(1.3)
(1.2)
1.1
0.1
(1.3)
2.1
4.3
0.8
(3.1)
0.3
2.3
(3.0)
(1.1)
3.0
(0.2)
(1.3)
1.0
TOTAL
NZ$m
7.6
2.1
(1.7)
0.4
8.4
(3.6)
(1.7)
1.6
-
(3.7)
4.7
10.7
0.9
(4.5)
0.5
7.6
(5.9)
(1.9)
4.4
(0.2)
(3.6)
4.0
132
Notes to the financial statements • 133
5.3 Investment in associates
2022 impairment testing of Vista China (significant judgement / estimate)
Associates are entities which Vista Group has significant influence but not control or joint control. This is generally where Vista
Group holds between 20% and 50% of the voting rights.
Investments in associates utilise 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. 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.
Impairment losses on equity-accounted investments may be reversed if there is objective evidence that investment has a value
greater than the carrying amount.
The financial statements of associates 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
Vista Group has one associate company which has share capital consisting of ordinary shares.
NAME OF ENTITY
INVESTMENT TYPE
COUNTRY OF
REGISTRATION
COUNTRY OF BUSINESS
2022
2021
HOLDING PERCENTAGE
The Chinese Government's continued 'zero-covid' public health response, including broad based lockdowns across many major
cities, has negatively impacted the cinema industry and box office in China in 2022. The majority of Vista China's revenue is
directly related to box office performance, and as a result revenue was significantly impacted in 2022. At the beginning of June
2022 lockdowns were eased with the box office in China showing early signs of recovery. However, the situation in China remains
uncertain and, based on the forecast box office through to the end of 2023, Vista China is expected to continue to face significant
challenges going forward.
At 30 June 2022, Vista Group reviewed its investment in Vista China for objective evidence of impairment. In accordance with NZ
IAS 28, Vista Group has concluded that this definition was met due to there being a 'significant financial difficulty of the associate'
(subsection 41A(a)).
Based on the information available and the continued uncertainty in the market in China, Vista Group has estimated the
recoverable amount of its investment in Vista China at this time to be nil (using both the value in use and fair value less cost of
disposal approaches). The key assumptions in determining the recoverable amount are the forecast cash flows that are expected
on the assumption that there are no significant increases in cinema attendance for the remainder of 2022 and that in 2023 the
business activity returned to the 2021 level, which lead to an expectation of the net cash outflows over this period eroding the
value of the investment. An impairment charge of $8.9m has been recognised on the income statement (see section 2.3). There
have been no subsequent indicators of a reversal of this impairment.
2021 impairment testing of Vista China
At 31 December 2021, Vista Group reviewed its net investment in Vista China for objective evidence of impairment and concluded
this definition was not met. In accordance with NZ IAS 28, no impairment review was performed at 31 December 2021.
Associate
China
China
47.5%
47.5%
Vista Entertainment Solutions
(Shanghai) Limited
Carrying value of associates
Opening net assets
Loss for the year1
Closing net assets
Vista Group weighted average shareholding
Share of closing net assets
Goodwill
Opening accumulated impairment charges
Impairment charges during the year
Carrying value of associates at year end
Share of equity accounted losses
Loss for the year1
Vista Group weighted average shareholding
Vista Group share of equity accounted losses
2022
NZ$m
10.7
(5.7)
5.0
47.5%
2.4
20.2
(13.7)
(8.9)
-
2022
NZ$m
(5.7)
47.5%
(2.7)
2021
NZ$m
14.9
(4.2)
10.7
47.5%
5.1
20.2
(13.7)
-
11.6
2021
NZ$m
(4.2)
47.5%
(2.0)
1 Due to the carrying value of Vista China being nil at 30 June 2022, only losses up to 30 June 2022 are equity accounted. Subsequent losses after this date are neither reported
above, nor equity accounted.
134
Notes to the financial statements • 135
5.4 Goodwill
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 fair value less costs to dispose (FVLCD). In
accordance with NZ IAS 36 Impairment of Assets, FVLCD is only determined where the VIU would result in an impairment charge.
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
Exchange differences
Gross carrying amount at year end
Accumulated impairment
Balance at 1 January
Accumulated impairment at year end
Goodwill at year end
Goodwill by CGU
Vista Entertainment Solutions Limited (VESL)
Movio Limited (Movio)
Maccs International BV (Maccs)
Powster Ltd (Powster)
Flicks Limited (Flicks)
Numero Limited (Numero)
Goodwill at year end
2022
NZ$m
70.9
1.4
72.3
(15.2)
(15.2)
57.1
2022
NZ$m
27.6
17.0
5.6
6.1
0.2
0.6
57.1
2021
NZ$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
The above CGUs are business operations at their lowest level where goodwill is monitored for internal management reporting
purposes.
2022 impairment testing of goodwill (significant judgement / estimate)
Vista Group completed its annual impairment review of goodwill under a VIU method at 31 August 2022, 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.
• Terminal growth being calculated at 2027 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
2022 VIU
2021 VIU
2022 VIU
2021 VIU
2022 VIU
2021 VIU
24.8%
18.6%
49.0%
17.0%
24.0%
34.4%
20.4%
18.5%
44.7%
14.4%
15.7%
29.8%
18.4%
15.9%
19.5%
16.7%
16.8%
17.8%
14.4%
15.4%
19.0%
14.4%
14.1%
18.6%
2.0%
2.0%
2.0%
2.0%
2.0%
2.0%
2.0%
2.0%
2.0%
2.2%
1.7%
1.8%
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
67.8
37.1
7.3
4.0
11.4
6.8
22.6%
14.5%
44.0%
16.4%
22.5%
31.9%
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
Not sensitive
The 5-year revenue CAGR is a function of the management approved 5-year business models prepared for each CGU. When
calculating the reduced revenue CAGR required for an impairment scenario to exist, there have been no adjustments to the costs
included in the 5-year business models – despite this being a probable reaction to help address profitability.
136
Notes to the financial statements • 137
5.5 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
• Client relationships
2.5 to 15 years
• Software licenses
2 to 10 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.
2022 impairment testing of internally generated software
Vista Group reviewed the carrying value of its internally generated software assets for indicators of impairment at 30 June
2022 and determined all intangible assets owned by Vista Group relating to Vista China specific software was fully impaired. An
impairment charge of $1.3m has been recognised on the income statement during the year (see section 2.3).
Vista Group also reviewed the carrying value of its internally generated software assets for indicators of impairment at 31
December 2022 and no other indicators of impairment were noted. In accordance with NZ IAS 36, no impairment review was
performed at 31 December 2022.
Carrying amount of intangible assets
2022
Gross carrying amount
Balance at 1 January
Additions
Disposals
Impairment charges
Exchange differences
Balance at year end
Accumulated amortisation
Balance at 1 January
Current year amortisation
Disposals
Impairment charges
Exchange differences
Balance at year end
Intangible assets at 31 December 2022
2021
Gross carrying amount
Balance at 1 January
Additions
Disposals
Exchange differences
Balance at year end
Accumulated amortisation
Balance at 1 January
Current year amortisation
Disposals
Exchange differences
Balance at year end
Intangible assets at 31 December 2021
INTERNALLY
GENERATED
SOFTWARE
SOFTWARE
LICENSES
INTELLECTUAL
PROPERTY
CLIENT
RELATIONSHIPS
NZ$m
NZ$m
NZ$m
NZ$m
50.6
15.9
(1.3)
(0.5)
-
64.7
(15.7)
(8.9)
1.3
(0.8)
-
(24.1)
40.6
38.1
12.6
(0.1)
-
50.6
(9.4)
(6.4)
0.1
-
(15.7)
34.9
4.6
-
(0.1)
-
-
2.6
-
-
-
-
4.5
2.6
(2.4)
(0.6)
0.1
-
-
(2.9)
1.6
4.9
-
(0.1)
(0.2)
4.6
(2.1)
(0.5)
0.1
0.1
(2.4)
2.2
(1.8)
(0.2)
-
-
0.1
(1.9)
0.7
2.7
-
(0.1)
-
2.6
(1.7)
(0.2)
0.1
-
(1.8)
0.8
6.0
9.6
-
-
0.6
16.2
(4.1)
(1.8)
-
-
(0.2)
(6.1)
10.1
6.8
-
(0.8)
-
6.0
(4.2)
(0.7)
0.8
-
(4.1)
1.9
TOTAL
NZ$m
63.8
25.5
(1.4)
(0.5)
0.6
88.0
(24.0)
(11.5)
1.4
(0.8)
(0.1)
(35.0)
53.0
52.5
12.6
(1.1)
(0.2)
63.8
(17.4)
(7.8)
1.1
0.1
(24.0)
39.8
Cash additions for the year were $16.8m for internally generated software (inclusive of a $0.9m 2021 trade payable) and $3.3m
for the Retriever client relationships (remaining $6.3m was settled with Vista Group shares, or relates to contingent consideration,
see section 3).
Cash additions for the year ended 31 December 2021 were $11.9m, with $0.9m being a trade payable at 31 December 2021, and
$0.2m being accrued as a receivable for the RDTI.
138
Notes to the financial statements • 139
5.6 Trade and other payables
Carrying amount of trade and other payables
Trade payables
Sundry accruals
Employee benefits
Total trade and other payables
2022
NZ$m
7.7
5.4
10.5
23.6
2021
NZ$m
2.1
7.0
9.6
18.7
Included in trade payables is a balance of $0.4m (2021: $1.2m) payable to the associate company Vista China, see section 9.1 for
further details of Vista China related party transactions.
5.7 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.
Vista Group applies 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.
Lease assets are generally 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.
Carrying amount of lease assets
Balance at 1 January
Additions during the year
Adjustments in respect of assumed lease term
Current year depreciation
Amounts derecognised due to sublease
Impairment charges
Exchange differences
Lease assets at year end
2022
NZ$m
15.6
1.8
(1.5)
(4.0)
-
-
0.4
12.3
2021
NZ$m
20.8
2.4
(0.5)
(4.2)
(2.6)
(0.7)
0.4
15.6
Lease assets at year end also include the property that was formerly subleased, as discussed in note 5.8. Following termination
of this sublease the net investment in the sublease balance now represents a right of use asset of Vista Group. This has not been
included in the table above as the circumstances of this lease asset are distinct from the other lease assets.
Carrying amount of lease liabilities
Balance at 1 January
Additions during the year
Adjustments in respect of assumed lease term
Interest expense relating to lease liabilities
Repayment of lease liabilities (including interest)
Exchange differences
Lease liabilities at year end
Maturity of lease liabilities
Less than one year
One to five years
More than five years
Lease liabilities at year end
2022
NZ$m
22.6
1.8
(1.5)
0.8
(5.9)
0.8
18.6
2022
NZ$m
5.3
13.3
-
18.6
2021
NZ$m
23.0
2.4
(0.5)
0.8
(3.8)
0.7
22.6
2021
NZ$m
4.8
17.8
-
22.6
140
Notes to the financial statements • 141
5.8 Net investment in sublease asset
Maturity of net investment in sublease asset
When Vista Group acts as a sublessor, it determines at the inception of the contract whether the lease is a finance lease (where
the lease transfers substantially all the risks and rewards incidental to ownership of the underlying asset) or an operating lease
(any lease that does not fit the criteria of a finance lease).
A sublease that fits the finance lease criteria is recognised as an asset by present valuing all future lease payments. The sublease
asset reduces on receipt of future lease payments. Unwinding of the present valued subleased asset is recognised on the income
statement as finance income. At the end of each reporting period, the subleased asset is tested for impairment.
A gain or loss is recognised at the start of the sublease where there is a difference between the value of the sublease and the
amount of the existing lease asset that is derecognised.
A sublease that fits the criteria as an operating lease is not recognised as an asset, instead it is recognised as other income on the
income statement when the receipt is contractually due.
Carrying amount of net investment in sublease asset (significant judgement / estimate)
Balance at 1 January
Additions during the year
Impairment charges
Lease payments received (including interest)
Exchange differences
Net investment in sublease at year end
Represented by:
Current portion
Non-current portion
Net investment in sublease at year end
2022
NZ$m
2.7
-
(1.5)
(0.1)
0.1
1.2
-
1.2
1.2
2021
NZ$m
-
2.7
-
(0.1)
0.1
2.7
0.5
2.2
2.7
In 2021, Vista Group subleased part of its leased premised in Los Angeles and recognised the net investment in sublease asset.
In 2022, the subtenant vacated these premises with 4 years of the sublease term remaining. Prior to the end of 2022 the sublease
was terminated.
Vista Group reviewed the sublease asset for impairment at 30 June 2022 and again at 31 December 2022 following the subtenant
vacating the premises. As a result, an impairment of $0.9m was recognised at 30 June 2022. A further impairment of $0.6m was
recognised at 31 December 2022 due to a reassessment of the recoverable amount.
Vista Group has rights under the sublease agreement, which it intends to vigorously pursue, including the ability to enforce
continued payment of rent until a new subtenant is found and recovery of associated costs.
The recoverable amount under this sublease was calculated using a probability-weighted evaluation of the most probable
outcomes. The recoverable amount is sensitive to the length of time it may take to find a replacement subtenant, along with the
rental amount per square foot achieved. The range of impairment charges that could be recognised under all likely scenarios was
$nil to $1.8m, meaning any delta from the $1.5m impairment charge recognised not anticipated to be material.
Following termination, the sublease asset reverted to being a lease asset of Vista Group. This balance continues to be presented
separately from other lease assets as the circumstances of this lease asset are distinct from the other lease assets.
Less than one year
One to five years
Total undiscounted lease payments receivable
Unearned finance income
Net investment in sublease at year end
5.9 Deferred revenues
2022
NZ$m
-
1.5
1.5
(0.3)
1.2
2021
NZ$m
0.6
2.3
2.9
(0.2)
2.7
Deferred revenues are contract liabilities related to revenue that are recognised on client contracts where Vista Group’s
performance obligations have not been fully satisfied.
The following table represents the revenues recognised during the year relating to carried forward deferred revenue, as well as
the additional deferred revenues recognised at year end where the performance obligations are yet to be satisfied.
Balance at 1 January
Revenue recognised from performance obligations satisfied in the year
Additional deferred revenues from unsatisfied performance obligations
Exchange movements
Deferred revenues at year end
Represented by:
Current portion
Non-current portion
Deferred revenues at year end
2022
NZ$m
20.9
(20.3)
21.7
0.4
22.7
22.3
0.4
22.7
2021
NZ$m
19.5
(17.7)
18.9
0.2
20.9
20.5
0.4
20.9
142
Notes to the financial statements • 143
5.10 Provisions
A provision is a liability of uncertain timing or amount and is recognised when:
• Vista Group has a present obligation (legal or constructive) as a result of a past event;
6. Taxation
This section outlines details of the income tax expense incurred by Vista Group and the deferred taxes recognised on the
statement of financial position.
• it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
6.1 Income tax expense
• a reliable estimate can be made of the amount of the obligation.
Carrying amount of provisions
The income tax expense for the year comprises current and deferred tax. Taxation is recognised in the income statement,
except when it relates to items recognised directly in equity (in which case the income tax is recognised in the statement of other
comprehensive income). Income tax expense is based on tax rates and regulation enacted, or substantively enacted at the balance
date, in the jurisdiction in which the respective entity operates.
US sales taxes
Lease dilapidations
Total provisions at year end
Represented by:
Current
Non-current
Total provisions at year end
Movement in provisions
Balance at 1 January
US sales taxes
Organisation restructuring
Movement in lease dilapidations
Onerous contracts
Other
Total provisions at year end
US sales tax provision
2022
NZ$m
0.3
0.4
0.7
0.6
0.1
0.7
2022
NZ$m
3.2
(2.5)
-
-
-
-
0.7
2021
NZ$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
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 the second half of 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 to register and collect sales tax in some states.
The total obligation was estimated in the prior year to be $2.8m (of which $1.3m related to 2019, $0.7m related to 2020 and
$0.8m related to 2021) with $2.1m being settled in cash in the current year and $0.4m being released to the income statement.
Composition of income tax expense
Current tax expense
Deferred tax expense
Total tax benefit
Reconciliation of income tax expense
SECTION
6.2
2022
NZ$m
2.8
(4.4)
(1.6)
2021
NZ$m
1.5
(3.9)
(2.4)
The relationship between the expected tax expense based on the domestic effective tax rate of the Company at 28% (2021: 28%)
and the reported tax expense in the income statement can be reconciled as follows:
Loss before tax
Domestic tax rate for Vista Group International Limited
Expected tax benefit
Foreign subsidiary company tax
Non-assessable income / non-deductible expenses
Prior year adjustments
Other
Total tax benefit
Effective tax rate
2022
NZ$m
(22.5)
28%
(6.3)
(0.1)
5.7
(0.5)
(0.4)
(1.6)
7%
2021
NZ$m
(12.3)
28%
(3.4)
-
0.2
0.1
0.7
(2.4)
20%
At 31 December 2022, Vista Group had $11.2m (2021: $11.5m) of imputation credits available for use in subsequent reporting
years. Vista Group also had $1.1m (2021: $0.7m) of unused tax losses for which no deferred tax asset has been recognised, as they
did not meet the recognition criteria.
144
Notes to the financial statements • 145
6.2 Deferred tax assets and liabilities
7. Capital structure
Deferred tax is recognised for temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the expected manner of realisation
of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the end of the year. A deferred
tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised.
Recognition of deferred tax assets (significant judgement / estimate)
Deferred tax at year end includes temporary timing differences and income tax losses available to carry forward against future
profits. A deferred tax asset is recognised on losses, only when it is considered probable that sufficient taxable profits will be
available to utilise the losses in the near future. Vista Group applies judgement when reviewing current business plans and
forecasts to ascertain the likelihood of future taxable profits. The financial forecasts used in this assessment are the same as those
used in the impairment review of goodwill and other assets in section 5.4.
Deferred taxes can be summarised as follows:
RECOGNISED
IN OTHER
COMPREHENSIVE
INCOME
RECOGNISED
IN INCOME
STATEMENT
NZ$m
NZ$m
OPENING
BALANCE
NZ$m
CLOSING
BALANCE
NZ$m
3.5
(2.0)
(3.8)
(1.6)
2.2
5.6
9.9
(0.1)
13.7
4.8
(0.9)
(4.9)
(1.9)
1.5
5.5
4.6
0.5
9.2
-
-
-
-
(0.4)
-
-
-
(0.4)
-
-
-
-
0.6
-
-
-
0.6
(0.9)
(0.2)
1.1
0.6
1.4
(1.8)
4.0
0.2
4.4
(1.3)
(1.1)
1.1
0.3
0.1
0.1
5.3
(0.6)
3.9
2022
NZ$m
17.8
(0.1)
17.7
2.6
(2.2)
(2.7)
(1.0)
3.2
3.8
13.9
0.1
17.7
3.5
(2.0)
(3.8)
(1.6)
2.2
5.6
9.9
(0.1)
13.7
2021
NZ$m
14.6
(0.9)
13.7
2022
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 2022
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
Deferred tax net asset is represented by:
Deferred tax asset
Deferred tax liability
Deferred tax net asset
146
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.
7.1 Contributed equity
At 31 December 2022, there were 233,192,093 shares in issue (2021: 231,225,495). The following reflects where these shares were
allocated:
Shares issued and fully paid:
Balance at 1 January
Ordinary shares issued during the year:
Shares issued as part of Retriever asset acquisition
Employee incentives
Tax (expense) / benefit on share-based payments
MILLIONS OF SHARES
NZ$m
2022
2021
2022
2021
231.2
228.6
131.3
126.0
1.5
0.5
-
-
2.6
-
3.2
0.9
(0.4)
-
4.7
0.6
Total contributed equity at year end
233.2
231.2
135.0
131.3
Vista Group issued 1,529,987 shares on 16 February 2022 which formed part of the consideration transferred for the Retriever
asset acquisition (see section 3).
Notes to the financial statements • 147
7.2 Earnings per share
Vista Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
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.
Earnings per share calculation
7.5 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 revises 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.
NUMBER OF SHARES (MILLIONS)
Share-based payment expense
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)
7.3 Dividends
No dividends were paid during the year (2021: $nil).
7.4 Foreign currency reserve
2022
232.9
4.5
237.4
(21.4)
($0.09)
2021
229.0
1.7
230.7
(9.8)
($0.04)
Items included in the financial statements of each of Vista Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the Functional Currency). The financial statements are presented in New
Zealand Dollars (NZD), which is Vista Group’s presentation currency. All financial information has been presented rounded as
millions of dollars (NZ$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 income
statement.
The share-based payment expense relating to each scheme is as follows:
Vista Group Recognition Scheme (VGRS)
Group CEO Retention Scheme (Group CEO)
Senior Management & Executive Retention Scheme (Exec Retention)
LTI Scheme - Share Rights (LTI - Share Rights)
LTI Scheme - Performance Rights (LTI - Perf Rights)
LTI Scheme - Movio CEO (LTI - Movio CEO)
Total share-based payment expense
Summary of performance rights
2022
NZ$m
2.5
0.3
0.2
0.8
0.7
-
4.5
The movement in the number of performance rights outstanding is summarised in the following table:
NUMBER OF RIGHTS (MILLIONS)
VGRS
GROUP CEO
EXEC
RETENTION
LTI - SHARE
RIGHTS
LTI - PERF
RIGHTS
LTI - MOVIO
CEO
RETENTION SCHEMES
PERFORMANCE SCHEMES
At 1 January 2021
Granted
Lapsed
Exercised
At 31 December 2021
Granted
Lapsed
Exercised
At 31 December 2022
2.9
-
(0.5)
(2.4)
-
2.1
(0.2)
-
1.9
0.7
-
-
(0.2)
0.5
-
-
(0.1)
0.4
-
-
-
-
-
0.3
-
-
-
0.6
(0.1)
-
0.5
0.6
-
(0.2)
0.2
0.7
(0.2)
-
0.7
0.6
(0.1)
(0.2)
0.3
0.9
1.0
0.1
-
(0.1)
-
-
-
-
-
-
2021
NZ$m
3.8
0.5
-
0.6
0.6
(0.3)
5.2
TOTAL
3.9
1.3
(0.9)
(2.6)
1.7
3.6
(0.3)
(0.5)
4.5
The share price of awards on the date of vesting in 2022 was $1.87 for the Group CEO scheme, and $1.86 for the LTI - Share
Rights / LTI - Perf Rights schemes. The share price of awards on the date of vesting in 2021 was $2.59 for the VGRS and $2.32 for
the Group CEO scheme.
No shares under these schemes are ‘exercisable’, as all rights convert into shares on the vesting date. As all rights are granted at
nil cost, the weighted average exercise price of all rights is $nil.
The weighted average contractual life of the outstanding performance rights is 0.7 years (2021: 1.2 years).
148
Notes to the financial statements • 149
Fair value assumptions
8. Financial risk management
When using the Black-Scholes pricing model to determine the fair value of rights granted, the following assumptions were
applied:
• 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 2022, the expected dividend yield was assumed to be $nil (2021: $nil) and are assumed to be 100%
achieved (2021: 100%).
Retention schemes
At 31 December 2022, Vista Group was operating the following retention schemes:
ASSUMPTION
VGRS
EXEC RETENTION
LTI - SHARE RIGHTS
LTI - SHARE RIGHTS
2022
2021
Share price on grant date (NZ$)
Vesting period (months)
$1.83
13
$1.80
25-37
$1.86
13-37
$2.12
15-39
• VGRS: The Board approved awards to be issued under this scheme in 2022 to permanent staff based in New Zealand, United
Kingdom and United States. These rights vest in full after a 13 month period.
• Exec Retention: The Board approved awards to be issued under this scheme in 2022 to select senior management. Subject to
continued tenure of each participant, 100,000 of those share rights are due to vest in April 2024 with the remaining 200,000
share rights due to vest in April 2025.
• LTI - Share Rights: The Board approved awards to be issued under this scheme in both 2022 and 2021 to eligible senior
management. The share rights are split into three tranches and vest annually over a three-year period.
• Group CEO (current): The Board approved awards to be issued under this scheme in 2020 to the Vista Group CEO. The share
rights vest on an annual basis with 400,000 due to vest to the current Group CEO in April 2023.
• Group CEO (incoming): On 9 December 2022, Vista Group announced the appointment of Stuart Dickinson as Vista Group’s
new Chief Executive Officer with effect from 11 April 2023. As part of the employment agreement, the Board agreed to terms on
a retention scheme with 200,000 share rights, with 50% vesting in April 2024 and 50% in April 2025. This grant is not included
in the summary of performance rights until employment commences in April 2023.
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.
Performance schemes
At 31 December 2022, Vista Group was operating the following performance schemes:
• LTI - Perf Rights: The Board approved awards to be issued under this scheme in both 2021 and 2022 to eligible senior
management. The scheme requires achievement of recurring revenue targets set by the Board with vesting annually over
three years, on achievement of the target and continued tenure. The fair value of interests awarded under this scheme was
determined using the Black-Scholes option pricing model, with the share price on grant date and vesting periods aligning to
those of the LTI – Share Rights scheme.
Awards under performance schemes are designed to ensure continued retention, 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 awards are also contingent on continued tenure.
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.
8.1 Capital management
The following table summarises the capital of Vista Group:
Borrowings – external
Borrowings – related parties
Equity
Total capital
2022
NZ$m
17.6
0.5
148.0
166.1
2021
NZ$m
16.2
0.6
159.8
176.6
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.
8.2 Foreign currency risk
Vista Group operates internationally and is 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 6 months) from longer-term cash flows (due after 6 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 uses 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.
2022
Financial assets
Cash
Trade receivables
Sundry receivables
Net investment in sublease
Financial liabilities
Borrowings
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Net foreign currency risk
USD
NZ$m
11.3
26.2
0.5
1.2
(17.6)
(5.5)
(1.3)
(10.2)
(2.9)
1.7
GBP
NZ$m
3.0
5.6
0.5
-
(0.5)
(0.1)
(0.6)
(2.9)
-
5.0
EUR
NZ$m
1.4
5.6
-
-
-
(0.1)
(0.3)
(0.4)
-
6.2
CNY
NZ$m
-
1.4
-
-
-
(0.4)
-
-
-
1.0
AUD
NZ$m
0.5
1.3
-
-
-
(0.3)
(0.1)
-
-
1.4
150
Notes to the financial statements • 151
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
Although the net foreign currency risk for USD financial assets of $1.7m are naturally hedged by the $17.6m USD denominated
ASB loan (with exchange gains or losses being recognised in the income statement), components of the exchange movements in
the USD denominated financial assets are recognised in the:
• Foreign currency reserve: where the assets are held in a USD functional currency entity; or
• Income statement: where the assets are held in a non-USD functional currency entity.
The following table illustrates the sensitivity of profit or loss and equity in regard to Vista Group’s financial assets and liabilities
affected by exchange rates with ‘all other things being equal’. It assumes a +/- 10% change of the NZD to currency exchange rate
for each year presented. The sensitivity analysis is based on Vista Group’s foreign currency financial instruments held at each
reporting date.
2022
10% strengthening in NZD
10% weakening in NZD
2021
10% strengthening in NZD
10% weakening in NZD
USD
NZ$m
(0.2)
0.2
(1.3)
1.5
GBP
NZ$m
(0.5)
0.6
(0.3)
0.3
EUR
NZ$m
(0.6)
0.7
(0.7)
0.8
CNY
NZ$m
(0.1)
0.1
-
-
AUD
NZ$m
(0.1)
0.2
(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.
8.3 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
2022
Financial assets
Cash
Net investment in sublease
Financial liabilities
Borrowings - external
Borrowings - related party
Lease liabilities
Net interest risk
2021
Financial assets
Cash
Net investment in sublease
Financial liabilities
Borrowings - external
Borrowings - related party
Lease liabilities
Net interest risk
TOTAL
NZ$m
46.0
1.2
(17.6)
(0.5)
(18.6)
22.0
11.0
5.0
-
-
-
-
-
-
-
-
-
-
-
-
8.0
1.2
(17.6)
(0.5)
(18.6)
22.0
11.0
5.0
(27.5)
10.5
35.4
7.0
6.5
-
-
-
-
-
-
-
-
-
-
-
-
11.5
2.7
(16.2)
(0.6)
(22.6)
60.4
2.7
(16.2)
(0.6)
(22.6)
35.4
7.0
6.5
(25.2)
23.7
2.3%
6.3%
7.0%
4.0%
4.0%
0.6%
3.5%
1.6%
4.0%
4.0%
Profit or loss is sensitive to higher / lower interest income / expense from cash as a result of changes in interest rates.
2022
Cash
Net investment in sublease
Borrowings - external
Borrowings - related party
Lease liabilities
Sensitised net interest risk
EFFECTIVE INTEREST
RATE +1%
EFFECTIVE INTEREST
RATE -1%
NZ$m
0.5
-
(0.2)
-
(0.2)
0.1
NZ$m
(0.5)
-
0.2
-
0.2
(0.1)
152
Notes to the financial statements • 153
8.4 Credit risk
8.5 Liquidity Risk
Credit risk is the risk that a counterparty fails to discharge an obligation to Vista Group. Vista Group is predominantly exposed
to this risk for trade receivables and contract assets. The maximum exposure to credit risk is limited to the carrying amount of
financial assets recognised at 31 December, as summarised in section 8.6.
Vista Group continuously monitors defaults of clients and other counterparties, identified either individually or by Vista Group,
and incorporates this information into its credit risk controls.
At 31 December 2022, Vista Group has certain trade receivables and contract assets that have not been settled by the contractual
due date but are not considered to be impaired because of the nature of contracts and / or the longevity of ongoing client
relationships. At balance date, the overdue trade receivables, net of all provisioning (concession discounts, credit risk provisions
and ECL), are below.
Not more than 6 months
Between 6 months and 9 months
Over 9 months
Overdue trade receivables and contract assets (net of provisioning)
Trade receivables consist of many clients in various industries and geographical areas.
2022
NZ$m
3.5
2.4
2.6
8.5
2021
NZ$m
3.4
1.1
1.6
6.1
Judgement has been applied to the recoverability of all trade receivables and contract assets, with Vista Group determining that
the net balances receivable are recoverable and not impaired. See section 5.1 for more detail of how judgement has been applied,
including a sensitivity analysis of the key judgement where 10% of core business receivables may not be collectable.
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 5.1 for details on how ECL has been recognised on trade receivables and contract asset balances. The credit
risk for cash is considered negligible since the counterparties are reputable banks with high quality external credit ratings.
Liquidity risk is the risk that Vista Group might be unable to meet its obligations when they fall due. 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 assessed the concentration of risk with respect to refinancing its debt as being low.
At 31 December 2022, Vista Group had cash balances totalling $46.0m, along with $24.4m undrawn on its ASB revolving credit
facility. Forecasts show that this level of cash and undrawn loans will be sufficient for Vista Group to continue operations for at
least the next 12 months (representing the minimum requirement for going concern purposes).
The table below summarises the maturity profile of Vista Group’s non-derivative financial liabilities based on contractual
undiscounted payments.
2022
Trade payables
Sundry payables
Borrowings - external
Borrowings - related parties
Interest on borrowings
Lease liabilities
Contingent consideration
Total liquidity risk
2021
Trade payables
Sundry payables
Borrowings - external
Borrowings - related parties
Interest on borrowings
Lease liabilities
Total liquidity risk
LESS THAN 3
MONTHS
3 TO 12 MONTHS
1 TO 5 YEARS
> 5 YEARS
NZ$m
NZ$m
NZ$m
NZ$m
7.7
4.9
-
-
0.4
1.3
-
14.3
2.1
5.9
-
-
0.1
1.2
9.3
-
-
-
0.5
1.1
4.0
1.4
7.0
-
-
-
0.6
0.3
3.6
4.5
-
-
17.6
-
3.0
13.3
1.5
35.4
-
-
16.2
-
0.1
17.8
34.1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
TOTAL
NZ$m
7.7
4.9
17.6
0.5
4.5
18.6
2.9
56.7
2.1
5.9
16.2
0.6
0.5
22.6
47.9
8.6 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 2022 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:
Level 1
Fair value measurements derived from quoted prices in active markets for identical assets.
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.
154
Notes to the financial statements • 155
Financial instruments by category
FINANCIAL ASSETS AT
AMORTISED COST
FINANCIAL INSTRUMENTS
AT FAIR VALUE THROUGH
P&L
FINANCIAL LIABILITIES AT
AMORTISED COST
2022
Cash
Trade receivables
Sundry receivables
Net investment in sublease
Total financial assets
Borrowings - external
Borrowings - related parties
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Total financial liabilities
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
NZ$m
46.0
31.6
1.2
1.2
80.0
-
-
-
-
-
-
-
60.4
24.0
4.2
2.7
91.3
-
-
-
-
-
-
NZ$m
NZ$m
-
-
-
-
-
-
-
-
-
-
1.4
1.4
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
17.6
0.5
7.7
4.9
18.6
-
49.3
-
-
-
-
-
16.2
0.6
2.1
5.9
22.6
47.4
TOTAL
NZ$m
46.0
31.6
1.2
1.2
80.0
17.6
0.5
7.7
4.9
18.6
1.4
50.7
60.4
24.0
4.2
2.7
91.3
16.2
0.6
2.1
5.9
22.6
47.4
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’s 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
fixed.
• 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’s 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.
9. Other information
9.1 Related parties
Vista Group has various types of transactions with related parties. Section 4.2 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) and the Executive Team (defined as
personnel that report directly to the Vista Group’s Chief Executive). Key management personnel at 31 December 2022 include 17
individuals (6 Directors and 11 Executive Team members) (2021: 17 individuals, being 7 Directors and 10 Executive Team members).
Salaries including bonuses
Share-based payments
Director fees
Total key management personnel transactions
2022
NZ$m
5.5
0.5
0.7
6.7
No dividends were paid to key management personnel on their Vista Group shareholdings during the year (2021: $nil).
Other related party transactions
The following table represents amounts due to and from related parties, excluding key management personnel.
AMOUNTS OWED BY RELATED PARTIES
AMOUNTS OWED TO RELATED PARTIES
Associate company
2022
NZ$m
1.4
2021
NZ$m
-
Vista Group’s associate company related party transactions were as follows:
Receiving of services
Rendering of services
Total related party transactions
2022
NZ$m
(0.4)
2022
NZ$m
(0.2)
2.4
2.2
Details of significant related party transactions of Vista Group
Vista Cinema recognised $0.9m of maintenance revenue from Vista China during the year (2021: $2.2m).
2021
NZ$m
3.9
0.5
0.6
5.0
2021
NZ$m
(1.2)
2021
NZ$m
(2.5)
2.9
0.4
156
Notes to the financial statements • 157
9.2 Group companies
9.3 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 the current market, covering a period of at least twelve months after
these 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 2022, Vista Group had $70.4m in liquidity, with $46.0m in cash and $24.4m of undrawn ASB revolving credit and
overdraft facilities. In addition to this, Vista Group’s EBITDA and operating cash flows for the year have remained positive. The
ASB facilities have also been renewed and are now due to mature in January 2026.
Due to the above, the Board determined that the going concern basis of accounting is appropriate in the preparation of these
financial statements.
9.4 Capital commitments
There were no capital commitments for Vista Group at 31 December 2022 (31 December 2021: $nil).
9.5 Events after balance date
Subsequent to balance date, Vista Group obtained confirmation from the Inland Revenue that key RDTI general approval
applications had been approved. At the date of these financial statements being released, the resulting claims available to Vista
Group on 2022 costs were still being calculated, but were expected to be up to $1.0m. It is highly likely the finalised claim will be
capitalised as an offset to capitalised development costs (intangible assets).
There were no other significant events between balance date and the date these financial statements were authorised for issue.
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.
• 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.
Group information
These financial statements consolidate the following subsidiaries of the Company:
NAME
Flicks Limited
Maccs International B.V.
MovieXchange Limited
Movio (IP) Limited
Movio Limited
Movio, Inc.
Numero Limited
PRINCIPAL ACTIVITY
Advertising sales
COUNTRY OF
INCORPORATION
SHAREHOLDING
2022
2021
New Zealand
100%
100%
Software development & licensing
Netherlands
100%
100%
Web platform licensing
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%
Numero (Aust) Pty Ltd
Software development & licensing
Australia
100%
100%
Powster, Inc.
Powster Ltd
Marketing & creative solutions
United States
Marketing & creative solutions
United Kingdom
S.C. Share Dimension S.R.L.
Software development
Senda DO Brasil Serviços de Tecnológia LTDA.
Software licensing
Romania
Brazil
50%
50%
50%
50%
100%
100%
60%
60%
Share Dimension B.V.
Vista (IP) Limited
Software development & licensing
Netherlands
100%
100%
Distributor of intellectual property
New Zealand
100%
100%
Vista Entertainment Solutions Limited
Software development & licensing
New Zealand
100%
100%
Vista Entertainment Solutions (Asia) Sdn. Bhd.
Software licensing
Vista Entertainment Solutions (Canada) Limited
Inactive
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%
0%
60%
90%
158
Notes to the financial statements • 159
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 2022, 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 2022;
the income statement for the year then ended;
the statement of other comprehensive income 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 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 area of workshop facilitation in relation to
sustainability and climate change strategy and reporting. The provision of this other service has not
impaired our independence as auditor of the Group.
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
Impairment testing of goodwill
Section 5.4 of the financial statements
provides details of the goodwill balance of
$57.1 million as at 31 December 2022,
which comprised balances in six cash
generating units (CGUs).
The impairment tests were performed as
at 31 August 2022, 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 flow models. These VIUs were then
compared to the carrying amount of the
associated net assets, including goodwill,
of each CGU as at 31 August 2022. The
estimated cash flows used in the VIU
models were based on the management
approved five year business plans.
While the current year saw a recovery
from the impacts of the 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
2022. No impairments were recognised.
Our audit focused on this area as a key
audit matter due to the value of the
goodwill balance, 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 2022
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 models,
including the inputs and 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;
- Held discussions with management for each
CGU to gain an understanding of the business
strategies, forecast assumptions and risks for
the CGUs;
- Obtained and evaluated management’s
sensitivity analysis to ascertain the impact of
reasonably possible changes in key
assumptions; and
- Engaged our own expert to evaluate the long
term growth rates and discount rates used in
the VIU models by comparing with those of
similar market participants, and to evaluate the
reasonableness of the implied valuation
multiples; 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.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
PwC
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160
Independent auditor's report • 161
Description of the key audit matter
How our audit addressed the key audit matter
Revenue and expected credit loss
provisioning
Section 5.1 of the financial statements
provides details of various provisions
totalling $10.3 million at 31 December
2022 that are recognised in relation to
Vista Group’s trade receivables and
contract asset balances.
There is significant estimation uncertainty
regarding the amount that may be
collected for Vista Group’s products and
services, particularly due to the quantum
of the gross trade receivables, contract
assets and provisions, and the ageing of
the receivables and the residual impact of
the COVID-19 pandemic.
Management assessed the recoverability
of trade receivables and contract assets,
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 trade receivables and
contract assets 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 and contract
assets balances and the provisions within
those balances, the significant estimation
uncertainty as a result of the residual
impact of the COVID-19 pandemic on the
cinema industry and the level of
judgement involved in determining the
appropriate provisions.
Our audit procedures in relation to the provisions
against trade receivables and contract assets included
the following:
● 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
expected credit loss provisioning;
● We obtained the calculation performed by
management which includes key assumptions and
estimates used by management for revenue
concessions, revenue credit risk and expected
credit loss 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;
● We obtained assessments from 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
provisions by performing an analysis of the ageing
profile of the gross and net trade receivable
balances as at 31 December 2022 and comparing
to the 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 2021 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 or write-
offs;
● 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.
Our audit approach
Overview
Overall group materiality: $1.01 million, which represents approximately
0.75% of total revenues.
We chose total revenues as the benchmark because, in our view, it is a
key financial statement metric used in assessing the performance and
growth of the Group and it is a generally accepted benchmark.
In recent years our approach to determining materiality has been to use
an adjusted three year weighted average profit/loss before tax measure
as the benchmark. We have changed our approach this year because
this would have resulted in a materiality level that is below the level we
consider would affect economic decisions of users of the financial
statements. Using revenue as the benchmark this year results in a
similar overall materiality level to previous years, which we consider is
appropriate.
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.
As reported above, we have two key audit matters, being:
●
● Revenue and expected credit loss provisioning
Impairment testing of goodwill
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.
PwC
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162
PwC
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Independent auditor's report • 163
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 2023
Auckland
PwC
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PwC
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164
Independent auditor's report • 165
Directory
Directors
Susan Peterson • Chair
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
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
Hudson Gavin Martin
Level 16
Level 34, PwC Tower
45 Queen Street
15 Customs Street West
Auckland 1010
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
166 • 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