Vista Group
Annual Report
2023
Vista Group's purpose is to
bring more people together
to share the magic of cinema.
This report is dated 27 February 2024 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
Highlights
From our Chair and CEO
Vista Group overview
Key strategies for 2024
Group trading overview
Sustainability
Remuneration report
Corporate governance
Financial statements
Independent auditor's report
Directory
Glossary of terms
4
6
16
18
30
36
48
62
92
139
145
146
Highlights
Total Revenue
$143.0m
Recurring Revenue
$124.0m
SaaS Revenue
$45.9m
ARR
$126.3m
EBITDA
$13.3m
Net profit after tax
-$13.6m
Operating Cashflow1
(Including business transformation items)
$9.0m
1 Operating Cashflow has been presented including $5.0m of payments associated with the business transformation and CEO transition.
6%
10%
20%
7%
25%
35%
27%
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
2023
2022
2021
$143.0m
$135.1m
$98.1m
$124.0m
$112.3m
$81.4m
$45.9m
$38.4m
$27.8m
$126.3m
$118.0m
$96.7m
$13.3m
$10.6m
$6.5m
-$13.6m
-$20.9m
-$9.9m
$9.0m
$12.4m
$11.3m
4
Highlights • 5
From our Chair
This has been a year of growing momentum as we have systematically transformed
Vista Group to deliver greater value for our clients, people and shareholders.
A year of transformation
A key focus for 2023 has been the successful
contributions to the success of Vista Group and
transformation of Vista Group to enable faster
our clients throughout the year. The passion and
execution, support more clients in their success,
energy from everyone in our team is fantastic,
and to increase operational efficiency of our
and we very much appreciate their support,
business to drive sustainable and profitable
dedication and hard work.
growth.
An important first step has been the appointment
of Stuart Dickinson as our CEO. Stuart joined
Vista Group in April and brings with him a
proven track record of delivering significant
transformative programmes of work.
The transformational change that has been
achieved under Stuart’s leadership and new
strategy has already yielded significant value,
including over $10.0m of annualised costs
savings. Not only are more of our clients
starting to unlock the many benefits of our
Cloud offerings, but we have started to see
an acceleration of execution delivery through
the alignment of the operating structure, the
creation of clearer roles and responsibilities
for our people and greater streamlining of
our go-to-market priorities.
An outstanding business and team
The results we have reported for the year are
a reflection of the Vista Group’s underlying
key strengths:
• Strong and enduring client relationships.
Looking ahead
We continue to be keenly focused on supporting
our clients to be successful. With clients now
operating on our cloud-based offerings, and
a strong pipeline of clients signed up to be
onboarded in 2024, our primary focus will be
ensuring a seamless transition experience for all.
Vista Group is in a significant growth phase
as we move the business and the industry to
the cloud, and accordingly at this stage we are
unable to declare a dividend. We are however
confident that our continued investment in cloud
technologies will not only unlock significant
opportunities for our clients, but also help to
deliver to you, as the shareholders, on our
aspirations of 15%+ EBITDA margin and ARR of
over $175.0m, in each case, by the end of 2025.
After a careful review of our capex and business
priorities, we were pleased to be able to bring
forward our cash flow positive ambition to the
fourth quarter of 2024.
I would personally like to thank our shareholders
for their continued support. The transformation
that has been delivered over the past year
• Strong annuity revenue and accelerating SaaS
positions Vista Group strongly to drive
solutions revenue.
sustainable, profitable growth moving forward.
• A leading global position in the film industry.
We have an exciting year ahead.
• A passionate and focused team.
In addition to our Global Senior Leadership
Team (GSLT), on behalf of the Board, I want
to thank all of our people for all of their
Ngā mihi nui.
Susan Peterson
Chair
6
From our Chair and CEO • 7
From our CEO
I was excited to assume the CEO role of Vista Group in April and I am delighted with
the progress we have made together so far. It is a privilege to lead a global company
at an exciting time both for the business and our industry.
Since joining Vista Group, I have spent time
With this structure now in place, we will also
with our team and met many of our clients and
be simplifying our segment reporting moving
shareholders, listening closely to their views on
forward to focus on Cinema (which includes
what Vista Group is doing right and how we can
Vista Cinema, Veezi and Movio Cinema EQ) and
improve. I have learned a huge amount through
Film (which includes our Movio Media, Numero,
this process and have been inspired by what I
Maccs, Powster and Flicks solutions).
have heard. Leaning on my previous experience,
my initial focus has been to fully understand the
value we are able to offer our different clients,
across both the Cinema and Film components of
our business, and within the wider film industry.
I recognise a winning software offering demands
that our value proposition to these important
Cloud adoption
I am pleased with the level of client adoption
of Vista Cloud which has accelerated through
2023, with marquee clients such as Everyman
Cinemas, Pathé, Major Cineplex, United Cinemas
and Cinépolis' Yelmo Cine circuit in Spain all
constituencies remains the driving ambition for
committing to Vista Cloud.
everyone at Vista Group.
Our business transformation
In July, we commenced the process to unify
our seven operating businesses into a single
SaaS-focused business. This structure enables
us to more seamlessly serve our clients, offer
more opportunities to our people, and align the
business and culture to more successfully deliver
on our strategy.
We have seen an increased number of clients
across the entire business making commitments
and going live with our new technology. As we
closed out 2023, 15 clients covering 121 sites in
our newly defined Cinema segment have either
started their cloud transformation through
the adoption of our digital solutions, or have
completed migration to Vista Cloud. In our newly
defined Film segment, the acceleration of our
next generation Mica distribution platform and
The transformation process was completed in
client adoption by distributors such as Angel
December. We now have an integrated global
Studios has been particularly pleasing.
business model in place led by a refreshed GSLT.
In addition to improving our business, our new,
simplified operating structure will also enable us
to be more efficient and grow operating leverage
as the cloud transformation for our cinema
clients accelerates.
Change processes like this are never easy and
it is a testament to the entire Vista Group team
that momentum across client delivery, support,
and on-boarding has continued successfully
throughout.
Our performance
In July 2023, we brought forward our positive
free cash flow ambition to the fourth quarter of
2024, a year ahead of our previous plans. We
remain on track to reach this, along with ARR of
over $175.0m by the end of 2025.
Despite the headwinds of the writers and
actors strike during the year, it is pleasing to
see our revenue in the original guidance range
at $143.0m (up 6% on the prior year), together
with a solid EBITDA of $13.3m. It is also
pleasing to see our cash usage (net of one-off
8
From our Chair and CEO • 9
transformation costs) drop from $1.2m per
At a client operational level, our cloud solutions
month in the first half to $0.6m in the second
are designed to reduce client workload and
half.
In addition to our financial performance we also
achieved a number of other key milestones and
recognition during 2023. These are detailed on
therefore their operating costs. Our cloud
solutions also provide enhanced security
confidence to our clients and an increased
flexibility to innovate over time.
page 13 of this report, but amongst the most
As we provide critical infrastructure for
pleasing was the award for 2degrees Employer
cinemas and distributors, we implement each
Supporting our strategy, we unveiled our
refreshed Cinema go-to-market approach
and cloud adoption journey at our 10th Vista
Group conference, which was held in Auckland
in February 2024. Bringing together a global
portfolio of our clients for the conference
we showcased our ecosystem and solution
innovations, setting the agenda for a busy year.
Sustainability journey
In 2023, we published our first voluntary
Climate-related Financial Disclosures report
aligned with the recommendations of the
Taskforce on Climate-related Financial
Disclosures (TCFD). We have also completed
scenario analysis to test the resilience of
of the Year acknowledging our commitment to
transition carefully. This approach to client care,
In both our newly defined Cinema and Film
our business model and strategy to climate
team development and wellbeing.
supported by our great relationships and a clear
segments, we have a busy schedule of delivery
change. Vista Group will publish further
Supporting our clients' success
The continued support of our clients is core to
understanding from our clients of the value
that we bring, ensures that we are successfully
maintaining these relationships throughout the
Vista Group. Today, almost half of the world’s
cloud transition.
enterprise cinemas (excluding China and India),
driving over US$15b of global box office, and
every major studio and distributor, use Vista
Group solutions and technology.
When movies such as Barbie, Oppenheimer,
and Taylor Swift: The Eras Tour go on sale,
our solutions seamlessly ticket and seat the
moviegoers, while also enabling marketing,
digital subscription, loyalty, and F&B
experiences. When the money and box office
needs to be counted, settled and the next
sessions confirmed, our film distribution
solutions enable this process.
In 2023, the industry we serve experienced
the highs of true event cinema with the global
phenomena of “Barbenheimer” and the
challenges of an extended writers and
actors strike.
For our cinema clients, the ability to leverage
our solutions to help diversification of revenue,
through our ability to support experiences that
In late 2022, we launched Movio Cinema
EQ which offers a smarter, faster, and more
streamlined solution for cinemas to improve
the way they market movies, create audience
engagement, and drive upsell opportunities to
moviegoers. The adoption of our Lumos digital
channels and Movio marketing and loyalty
solutions has accelerated in 2023 as our clients
continue to build differentiation beyond the
physical property and screen experiences.
For our clients, the opportunity to move from
a traditional infrastructure-based IT model is
becoming more and more essential as clients
know that the ability to adapt and innovate
with new AI and general cloud technologies
are critical aspects of their future success.
Looking ahead
Across the business, 2024 will be focused on
building on the accelerated momentum we
achieved at the end of 2023.
incentivise attendance beyond the content
With a clear understanding of cloud transition
on screen (for example, through food and
progress and adoption for our cinema clients
beverage offerings, premiumisation and full
we have refreshed a simplified set of strategic
family entertainment centres), has never been
objectives for 2024/25 across three pillars:
more important. Vista Group has become a
true strategic partner to fulfil these broader
ambitions.
• People: Stronger together.
• Clients: Enabling our clients to thrive.
• Solutions: Deliver remarkable cloud solutions.
for our cloud-based solutions. This will enable
details of our climate impacts in our Group
our clients to gain the benefits of our latest
Climate Statement in April 2024.
software and, as more of our clients go live on
Vista Cloud, we will realise more of our revenue,
ARR, EBITDA and free cash flow ambitions.
For our team, the opportunity to work together
in our more integrated structure enables a
greater level of collaboration and development
opportunity, as well as faster decision making
and execution acceleration.
Our team works passionately and tirelessly
to fulfil our purpose to power the moviegoer
Whilst Vista Group itself is not a large
carbon emitter, we recognise the meaningful
opportunity we have to assist our clients to
reduce their carbon footprint through smarter
use of technology.
We have continued to enhance our
sustainability report, confirming our approach
and progress. Integrated with our business
strategy, our forward-looking sustainability
framework is built around three pillars:
experience and to help our clients to be more
People: Stronger together.
successful. In what has been a year filled with
transformation, I would like to personally
thank every one of our team members for their
dedicated contribution to the success of Vista
Group throughout the year. It is very much
appreciated.
I am excited about the year ahead and thank
our shareholders for their trust placed in Vista
Group.
Ngā mihi nui,
Stuart Dickinson
CEO
Trust: Building greater trust.
Environment: Consuming responsibly and
impactful innovation.
During the year, we have continued to focus
on improving inclusion and equality across
the business with updated gender pay gap
reporting as well as enhanced parental leave
policies.
Vista Group’s prioritisation of innovation
extends beyond delivering best-in-class
solutions to clients, as exemplified by our
annual internal Innovation Cup. Supported by
Microsoft, and with a focus on accelerating
the delivery of AI tools to our Vista Group
cloud clients, the outcomes of the 24-hour
‘sprint’ were impressive.
10
From our Chair and CEO • 11
Our recognition
By fostering a collaborative environment with a collective
focus on innovation, we have been able to achieve a wide
range of milestones across the business. Many of these
milestones were recognised through nominations and wins
in several prestigious New Zealand awards in 2023.
2degrees Auckland Business Awards
Employer of the Year
NZ International Business Awards Best
Large Business Finalist
This award comes as a result of Vista Group’s
Vista Group was announced as a finalist for the
commitment to employee wellbeing and
NZ International Business Awards Best Large
development.
Business category.
TIN 100 Companies to Watch
This award was presented to TIN 100 companies
NZ International Business Awards
Excellence in Innovation Finalist
who demonstrated the largest revenue growth
Vista Group was also announced as a finalist for
in 2023.
NZ Hi-Tech Company of the Year Finalist
This recognition came as a result of Vista
Group’s success as a global hi-tech company.
Most Innovative Hi-Tech Software
Solution Finalist
the NZ International Business Awards Excellence
in Innovation category.
2023 Mumbrella Publish Awards
Website of the Year Nominee
Flicks was nominated for Mumbrella’s Website
of the Year award. This Australian award
recognises websites that deliver innovative and
Movio Cinema EQ was named as a finalist for the
engaging website content with a high attention
Most Innovative Software Solution at the NZ Hi-
to detail.
Tech Awards in 2023. This category recognised
solutions demonstrating clear and noteworthy
Prosple Top 100 Graduate Employers
levels of innovation that set them up well for
Vista Group was ranked 25 in Prosple’s Top 100
future success.
Graduate Employers list. This recognises our
commitment to graduate talent and attracting
top-tier candidates.
46%
Cinema market share1
1 Management estimate of Vista Cinema's percentage of the world market share (excluding China and India) for Cinema Exhibition Companies with 20+ screens.
12
Our recognition • 13
The industry our solutions support
For the first time since 1998, the top 3 grossing
movies internationally were original titles.
Barbie
Released July 2023
US$1.4b (#1)
The Super Mario Bros. Movie
Released April 2023
US$1.4b (#2)
Oppenheimer
Released July 2023
US$1.0b (#3)
Moviegoers’ demand for the magic of cinema
• Led by Barbie and Oppenheimer, July’s global
Despite the successes of the first half of 2023,
Instead, we saw numerous examples of the
in 2023 remained as strong as ever. This year’s
box office of US$4.5b was up 17% on the 2017-
the latter half of the year saw challenges caused
inverse, with titles slated to debut on streaming
results relied less on franchises and sequels,
19 monthly average for July. The Domestic
by a reduction in major movie releases largely
services instead receiving theatrical releases.
demonstrating a desire from moviegoers to
market was up 11% on the 2017-19 average,
due to the Writers Guild of America strike (2
Mean Girls, which was initially intended to debut
see new and diverse stories. In fact, for the
with the International market (excluding China)
May - 26 September) and the SAG-AFTRA strike
of Paramount+, most recently received a global
first time since 1998, the top 3 grossing movies
up 7% and China up 53%.2
(14 July - 9 November).
internationally were original titles not part of
a movie franchise, namely Barbie (US$1.4b),
The Super Mario Bros. Movie (US$1.4b), and
Oppenheimer (US$1.0b). Barbie and The Super
Mario Bros. Movie are recognisable consumer
products and reflect a growing trend of sourcing
intellectual property from other sectors, notably
including the video game industry.
The middle of the year was particularly buoyant:
• August achieved a global box office total
of US$3.6b, 1% above the 2017-19 monthly
average for August. By the end of August,
cumulative global box office was US$24.6b,
9% behind the 2017-19 average, having caught
up 8 percentage points from the end of June.2
The year also saw non-traditional movies
make significant impacts. Taylor Swift: The
Eras Tour set a worldwide record for a concert
• In the Domestic market, the summer box office
movie, grossing US$250m worldwide, while
season (which runs from the first Friday in
Renaissance: a Film by Beyoncé earned US$36m
May until the Labour Day weekend) grossed
worldwide. The faith-based movie, The Sound of
US$4.0b, just 4% below the average of the
Freedom earned US$250m worldwide, in part by
2017-19 domestic summer seasons.1
adopting an innovative ‘pay it forward’ ticketing
strategy. The weekend of December 8 saw two
Japanese specialty titles take the first (The Boy
and the Heron) and third slots (Godzilla Minus
One) in the domestic box office.
According to The Numbers, in 2023, 74 titles
were released in at least 2,500 domestic
theatres. This compares favourably to the 65
titles in 2022, but still a long way off the average
of 95 titles released on 2,500 domestic screens
between 2017-19.
The record 118-day actors’ strike caused several
2023 releases to be postponed because the
leading actors were not permitted to promote
their movies (most notably Dune: Part Two was
delayed from November 2023 until March 2024).
Ensuing production delays also postponed the
release of many titles initially scheduled for
release in 2024.
However, opposing the pandemic trend, no
major titles initially intended for theatrical
release were sent directly to streaming in 2023.
theatrical release instead, and has now grossed
US$98m as of mid-February 2024. Disney also
announced the theatrical release of
Moana 2 in November 2024, following the
decision to re-purpose plans for a TV series into
a feature film.
The Domestic market remained the top global
market in 2023 with an estimated US$9.1b, up
21% year-on-year, but still 21% behind the 2017-
2019 average. Gower Street Analytics estimates
2023 Global box office hit US$33.9b through to
December 2023. This represented a 31% gain
on 2022, continuing global box office recovery.
However, it remains 15% behind the average of
the last three pre-pandemic years (2017-2019).
1 Source: Box Office Mojo
2 Source: Gower Street Analytics
14
The industry our solutions support • 15
Vista Group overview
Our connected ecosystem supports
the entire industry value chain
Our purpose
Vista Group's purpose is to bring more people
together to share the magic of cinema.
Our vision
Vista Group's vision is for our digital ecosystem
to connect the film industry and power the
moviegoer experience.
This purpose drives our team, fueling our
Our unified, client-centred business model
commitment to innovation and allowing us to
brings together our brands to provide a more
deliver significant value to the industry. As part
integrated and innovative range of technology
of our commitment, Vista Group undertook a
solutions across the industry. We have
significant organisational transformation in 2023,
accelerated momentum throughout 2023,
to align ourselves with the needs of our clients
continuing to grow our ecosystem and support
and remove the barriers to deeper collaboration
the entire value chain of the film industry.
and innovation.
Our solutions empower industry stakeholders
right from a film’s inception, all the way to its
exhibition in cinemas, and subsequent box office
reporting and moviegoer insights.
Studio
Distributor
Exhibitor
Moviegoer
Digital creative for movies
Studio marketing & research
Box office reporting
Film booking, content delivery
& revenue management
Movie & cinema information for moviegoers
Independent cinema management system
Enterprise cinema management system
Scalable digital channel enablement
Loyalty, moviegoer engagement & marketing
16
Vista Group overview • 17
Key strategies for 2024
Driven by Vista Group’s overarching purpose, our key strategies orient us to
progress our ecosystem that connects the industry and powers the moviegoer
experience. By bringing our people together and focusing on client success
and innovation, our strategy will deliver tangible benefits for the industry and
enhancements to transform the cinema experience.
Strategy area
Stronger together
—
OUR PEOPLE
Objective
Vibrant and unified culture,
enabling our people to thrive
Key priorities for 2024
• Evolve Vista Groups' culture post
transformation
• Implement an aligned, transparent
framework for goals, performance
and reward
• Enable learning and development
across the organisation to improve
knowledge and development
• Aligned, equipped and enabled
teams to support our growth
ambitions
Enable our clients
to thrive
—
Deliver remarkable
cloud solutions
—
OUR CLIENTS
OUR SOLUTIONS
Exceptional service with
clients at the heart of
everything we do
Connected, compelling,
reliable, and secure
solutions that our
clients need and value
• A refreshed client engagement and
• Integrated product and platform
success program across both our new
development plans that support
Cinema and Film segments
our business strategy and client
• A clear transformation pathway for
objectives
all our Cinema clients
• Acceleration in our Cinema cloud
• Deliver client onboarding projects
onboarding process
and commitments
• Product and platform roadmap
• Market coverage growth across our
delivery
Film solutions
• Capacity expansion and maturity
within SaaS platform operations
including achievement of SOC 2
compliance in target solutions
18
Key strategies for 2024 • 19
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a
s
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f
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S
Key strategies for 2024 • 21
Strategy focus area:
Deliver remarkable
cloud solutions
OPERATIONAL EXCELLENCE
I want my team to serve our guests and operate our theatres
as efficiently and effectively as possible
MOVIEGOER ENGAGEMENT
Allow me to drive incremental returns and boost moviegoer
retention with tailored interfaces, communications and offers
DIGITAL ENABLEMENT
Allow me to scale to blockbuster moments and deliver
amazing user experiences regardless of who builds my
sales channels
DATA EMPOWERMENT
Reveal how I’m performing, why, and recommend what I
should do to seize every opportunity
CORE CONFIDENCE
Let me focus on delivering exceptional operations and guest
experiences, confident that I have world-class technology
that doesn’t drain my resources or let me down
Vista Cloud
Some of the most significant benefits of our
At the same time, Vista Cloud is a revolution
organisational transformation come from uniting
in the service we provide. We undertake the
the Vista Cinema, Movio, and Numero product
heavy lifting for our clients, maintaining a stable,
and innovation teams. By removing the barriers
secure, and scalable environment for them, and
between these teams we are able to combine
seamlessly delivering our latest enhancements
our expertise, functionality, and data, resulting
and innovations. This allows exhibitors to focus
in a unified focus on delivering our objectives
on delivering their ideal moviegoer experiences
and product roadmap. Not only has this created
as efficiently and effectively as possible.
exciting new opportunities, but it has also
allowed us to identify and remove duplication
and devote greater resources to driving ‘what
comes next’ for our industry and clients.
Reassuringly familiar and radically
superior, Vista Cloud propels
exhibitors into the future
Vista Cloud is our next generation solution
for exhibitors, perfectly balancing the familiar
with the new to provide all the capabilities of
our industry-leading software with all of the
advantages of a SaaS solution.
Vista Cloud is an evolution of our existing Vista
Cinema software, allowing exhibitors to achieve
their desired outcomes with improved workflows
and increased efficiency.
"Vista Cloud is definitely the
future and we look forward to
exciting features being rolled out"
Jeff Geiger, CEO at NCG Cinemas
Vista Cloud is the ecosystem for
exhibition success
By harnessing the power of Vista Cinema,
Movio, and Numero, Vista Cloud provides
exhibitors with a complete picture of their
business, along with the tools to take advantage
of the opportunities in front of them. Built upon
a robust core platform, Vista Cloud’s four
capabilities are oriented around key exhibition
drivers, as set out in the following diagram.
Vista Cloud is the destination,
clients direct their journey
We recognise that exhibitors are at different
stages of Cloud readiness, and have unique
The journey to Vista Cloud
As Vista Cloud continues to advance, more
exhibition clients have commenced their journey,
providing strong momentum toward our 2025
focuses and business objectives. For that reason,
aspirations.
we have designed an adoption and onboarding
approach that allows exhibitors to adopt and
implement elements of Vista Cloud at their
preferred pace and path. Clients can commence
their Cloud journey based on what their business
needs are today, and to make the most of our
innovation, they will have access to all features
from previous stages as they progress.
Vista Cloud
OPERATIONAL
EXCELLENCE
Digital sales channel solutions
DIGITAL
ENABLEMENT
MOVIEGOER
EXPERIENCE
Horizon
DATA
EMPOWERMENT
0
200
400
600
800
1000
1200
1400
1600
Live Now
Live in 24/25
1 Clients currently negotiating an agreement for the service.
Contracting1
US Investor Day2
2 Site momentum (Live or Signed) reported on page 62 of Vista Group’s US Investor Day presentation held on 13 September 2023.
22
Key strategies for 2024 • 23
The Vista Cloud journey
for our cinema clients
CORE
CONFIDENCE
DATA
EMPOWERMENT
DIGITAL
ENABLEMENT
MOVIEGOER
ENGAGEMENT
OPERATIONAL
EXCELLENCE
Where we
are now
• Significant progress for
onboarding readiness at scale.
• Enhanced platform maturity
with advanced proactive
monitoring, offline, and
rollback capabilities.
• Launched Vista Oneview, our
senior executive app, uniting
data from Vista Cinema,
Movio, and Numero.
• 31 Horizon clients.
• Six Oneview clients.
• An enriched dashboard suite.
What's coming in
2024 and beyond
• Continued focus on
onboarding and updating
the platform at scale.
• Ongoing emphasis on
platform capability and
maturity.
• Expand the role of Horizon to
become the central database
for all Cinema solutions for
our exhibitor clients.
• Continue to grow Oneview’s
scope and capabilities,
including business
performance summaries
delivered by generative AI
text-to-voice.
• All Lumos sales channels live
with clients, including Lumos
Order and Lumos Kiosk.
• 13 clients live with Lumos
Web, four of which are also
live with Lumos Mobile.
• Build additional F&B
functionality in APIs and
Lumos channels.
• Focus on Lumos+ delivery
for bespoke browsing
websites with out-of-the-box
transaction flows.
• Expand MovieXchange Film
coverage and capability.
• Lumos sales channels actively
displacing legacy products.
• Strong signing of clients to
Vista Cloud and its digital
solutions.
• Enhanced user experience
and features focused on
improved productivity for
cinema staff.
• Movio Cinema EQ is now
available for 90% of existing
Movio clients, with over 50%
active already.
• Strong progress on EQ
functionality, with 80%
of Movio Cinema Classic
features now included.
• EQ unveiled a movie
content library for efficient
marketing campaigns, and
tailored customer journeys
to transactional behaviour.
• Complete outcome parity in
Movio Cinema EQ in order
to commence deprecation
of Movio Cinema Classic.
• Maximise pricing flexibility
and decision support to
drive incremental profit on
headline and targeted levels.
• Strengthen film and
attendance forecasting
capabilities as a central
utility for Vista Cloud.
• Build APIs in essential areas
where Vista Cloud does not
currently have core focus.
• New enhancements to
EQ, including additional
communication channels,
generative AI to expedite
draft campaigns, and insights
to predict moviegoer lifetime
value and churn.
• New functionality to collect
moviegoer sentiment on
films, trailers, and their
experience to augment
behavioural data-efficient
marketing campaigns, and
tailored customer journeys to
transactional behaviour.
24
Key strategies for 2024 • 25
Accelerated, holistic innovation
Innovation has been at Vista Group's core since
its inception in 1995. Over the past year we have
organised ourselves to accelerate our pace,
and to enhance the way our products solve
our clients’ most pressing challenges. We were
excited to deliver a number of innovations to our
clients across the industry in 2023, including the
introduction of Presale Comparisons to Numero,
the launch of Mica’s Sales Planning Tool, and the
launch of Lumos Order for a self-service food
and beverage experience.
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“The Presale Box Office Data and
Comparison Reports offered by
Numero have been a game changer
for us. Having an accurate read on
box office grosses in advance of the
opening weekend for each of our
films allows us to work with exhibitors
to optimise programming and also
provide audience purchase behaviour
metrics that our marketing team can
use to adjust campaigns. Ultimately,
Numero’s Presales reporting helps us
understand the demand for each of
our films as it happens and maximise
box office performance.”
Andrew Cripps, President, International Distribution,
Warner Bros. Studios
Numero’s Presale Comparison and Analytics
solution allows users to evaluate the
performance of films, circuits, and theatres
for any upcoming movie. These insights allow
exhibitors to optimise programming and labour
for each theatre in their circuit. Distributors can
adjust marketing campaigns, seek additional
showtimes, and accurately forecast both
internally and with their creative partners.
Mica’s Sales Planning tool launched in 2023, and
is now used by the majority of Mica clients in the
days, weeks, and months preceding a movie’s
release. This functionality allows users to update
thousands of booking proposals with just a few
clicks, reducing work that can take minutes or
hours in competitors’ software to only a few
seconds. In the fourth quarter of 2023, Angel
Studios utilised this feature to manage over
2,700 theatrical engagements of their release
After Death.
Lumos Order launched with its first client,
Everyman Cinemas, in late 2023. This solution
allows moviegoers to order food and beverages
using self-service QR-codes from their seats.
Lumos Order reduces the labour required to
provide in-theatre dining and is highly integrated
into the wider product suite of Vista Cloud,
allowing moviegoers to redeem loyalty rewards
and display their orders on the Vista Cloud
kitchen management solutions.
AI-driven solutions to
empower our clients
The following are examples of some of the ways in which Vista Group is harnessing
artificial intelligence to benefit our clients:
First Draft
Movio Cinema EQ’s First Draft feature uses
generative AI to automatically populate email
communications with recommended text,
adopting the unique tone of voice of the
respective exhibitor’s brand. This allows movie
marketers to save time drafting individual
communications whilst allowing them to
send more campaigns tailored to individual
moviegoers.
Interactive fan experiences
Powster uses AI to enable studio clients to
particular film with unique, sharable images.
provide unique fan experiences which create
Conversational AI additionally enhances
emotive moviegoer engagement in the build-up
connection by empowering interactive
prior to a movie’s release. The application of
experiences that facilitate dynamic conversations
generative AI through photobooth experiences
between fans and virtual characters.
allows fans to craft their own original content,
characterising themselves in the style of a
Oneview/Microsoft
'podcast' commentary
Oneview was chosen for Microsoft’s AI First
Movers Program. For this program, we are
using AI to create a brief ‘podcast’ commentary
of key performance insights from the prior
day’s business. This involves converting data
in tables into a written script and then using
text-to-speech to create a spoken version.
The objective is to give senior executives audio
highlights on their business' performance as
they start their day.
Moviegoer lifetime value
and churn
Vista Group’s Data Scientists have developed
an algorithm to predict the likelihood of an
individual loyalty member visiting a client’s
cinema, and how much they are likely to spend
in a future period (for example, over the next
quarter). This information can be used in Movio
Cinema EQ to devise marketing campaigns to
increase moviegoer frequency and spend. The
predictions for individual moviegoers can also
be aggregated to give an overall projection of a
program’s likely contribution to the business.
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Key strategies for 2024 • 29
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Group trading overview • 31
Group trading overview
Vista Group continues to
be the global leader in
delivering software and
data analytics solutions to
the film industry with Vista
Cinema and Movio, both
number one globally in
their respective markets.
Total Revenue
$143.0m 6%
Recurring Revenue
$124.0m 10%
SaaS Revenue
$45.9m 20%
ARR
$126.3m 7%
EDITDA
$13.3m 25%
Net profit after tax
-$13.6m 35%
Operating Cashflow1
(Including business transformation items)
$9.0m 27%
1 Operating Cashflow has been presented including $5.0m of payments
associated with the business transformation and CEO transition.
Vista Group had a strong trading performance
This result underlines the key financial and
in 2023. The film industry saw significant
operating strengths of Vista Group:
improvement in market conditions, with the more
frequent release of blockbuster movies resulting
in the global box office reaching US$34b.
Vista Group's 2023 revenue of $143.0m was
up 6% on 2022, with recurring revenue of
$124.0m up 10% and SaaS revenue of $45.9m
• Strong and enduring client relationships.
• Strong annuity revenue and accelerating
SaaS solutions revenue.
• A leading global position in the film industry.
• A passionate and focused team.
up 20%. ARR closed at $126.3m up 7% on 2022.
Vista Group continues to deliver new innovation
Non-recurring revenue, primarily from new
on-premise licences and hardware sales,
was down 17% to $19.0m.
EBITDA of $13.3m was up 25% on 2022, and
up 32% after adjusting for foreign exchange.
across each of its operating segments, focusing
on SaaS solutions such as Mica, Movio Cinema
EQ, Veezi, and Vista Cloud.
Revenue
NZ$m
2023
$143.0m
2022
$135.1m
2021
$98.1m
2020
$87.5m
2019
$144.5m
2018
$130.7m
2017
$106.6m
2016
$88.6m
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Group trading overview • 33
Cinema
Movio
Additional Group Companies
Cinema is the largest segment within Vista
Movio is the second largest segment within Vista
The Additional Group Companies (AGC) segment
Group and represents over two thirds of Vista
Group. A pure play SaaS business, it represents
Group's total revenue. It provides almost half of
13% of Vista Group's total revenue. Movio’s
comprises the businesses of two studio and
distributor focused businesses - Numero and
the world’s cinemas (outside China and India)
purpose is to ‘connect everyone with their ideal
Maccs - and two moviegoer focused businesses -
with the technology platform to run multi-site,
movie’ and it achieves this through a range of
multi-screen and increasingly, multi-territory
campaign, analytics and research products for
cinema businesses.
cinema exhibitors, studios and distributors.
Cinema global market share of enterprise
Movio Cinema usage continued to increase, with
clients, excluding China and India, is 46% at
connections of 4.7b by the year end, up from
31 December 2023. This now includes the
4.2b in 2022. The roll out of Movio Cinema EQ,
removal of Cinemex sites noted in the interim
the next generation AI enabled data analytics
announcement.
Total revenue for the Cinema segment was
$97.7m, up 4% on 2022, with recurring revenue
up 10% and SaaS revenue up 42% on 2022.
The 2023 box office of US$34b was up 17%
on 2022 and only 15% behind the 2017-2019
average. Innovative and diverse content
in the second half of 2023, including the
and campaign management solution, has been
successful with transition plans for all clients
complete by the end of 2023 and cost reduction
plans to exit the Classic version now under way.
Clients who have migrated to EQ are already
seeing successful campaigns that reach more
moviegoers and connect them with their ideal
movies, saving cinema circuits time on their
marketing and driving additional revenue growth
‘Barbenheimer’ phenomenon (both original
opportunities through AI.
content) and Taylor Swift: The Eras Tour,
continues to prove the economic benefits
of the theatrical release.
Movio Research, which studios and distributors
use to assess potential audiences, continues to
be used widely as studio and distributor clients
Client signings to Vista Cloud continue to
search for their perfect audience.
expand, with Pathé, Major Cineplex and United
Cinemas joining the pipeline. Vista Group sees
this as a strong market validation, with 15% of
existing clients (by sites) now due to shift their
businesses to Vista Cloud capabilities by the
end of 2024. Everyman Cinemas in the United
Movio Media, which helps studios and
distributors access their potential digital
audiences, continued to underperform in the
second half of 2023 and is being reviewed for
its portfolio fit going forward.
Kingdom is now live on Vista Cloud's Digital
For Movio, revenue was down 3% on 2022 due
Enablement solution, and are due to complete
to the roll off of the Fox contract following the
their journey to Cloud in the second quarter
merger of Disney and 21st Century Fox.
of 2024. The pilot sites of Cineplex in Canada
are now live on the Moviegoer Engagement
capability with the roll out due to finish in the
second quarter of 2024.
With its focus on the independent market, Veezi
is expanding its functionality and staying ahead
of its competition.
Powster and Flicks.
Numero • Maccs
Numero and Maccs, which form the key
elements Vista Group's Film segment going
forward, continue to improve their EBITDA
performance, with recurring revenue up 21%
and total revenue also up 22%.
Maccs 10, the latest version of the on-premise
theatrical distribution system, and Mica, the
SaaS platform for studios and distributors to
streamline their global cinema releases, continue
to gain market traction, most recently adding
Angel Studios to the client list. Numero continues
to add global clients and extend its geographical
coverage.
Powster
Revenue for Powster was up 15% on the
previous year, driven by strong recurring
showtimes platform revenue, up 25%, based
on the increased range of movies released to
the market. Creative revenue was down 10% on
2022 as Powster is one of the few Vista Group
businesses that was directly impacted by the
writers and actors strikes.
Flicks
Revenue for Flicks was up 28% for the full year
driven by good traffic and advertising growth
across its two key markets, Australia and New
Zealand, with a good supporting role from early
growth in the United Kingdom.
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Group trading overview • 35
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Sustainability • 37
Our sustainability approach
Our FY23 sustainability progress
As the world continues to face big challenges,
Vista Group’s Board has overarching
we recognise that we have our part to play
responsibility for sustainability. The Board
in making a difference to the world we
provides strategic direction and guidance for
connect with.
In 2022, we developed our sustainability
framework to complement Vista Group's
strategy. Our purpose was to put a fresh
focus on sustainability topics likely to
our pathway. Oversight on the delivery of our
approach is delegated to the ARC and NRC,
who focus on specific areas of sustainability,
including climate change, and make
recommendations to the Board for consideration.
affect Vista Group in our efforts towards
Our framework is core to our sustainability
a sustainable future.
Our framework evolved during the year with
the integration of our people priority—‘Stronger
together’ (previously ‘Caring for our people
and communities')—into our overarching
Vista Group strategy. We will continue to
approach. The focus areas assist our GSLT to
inform and guide how we manage our business,
and the targets hold us to account and drive us
to deliver the positive impact we make on society
and the planet. Our forward-looking framework
is built around the following three pillars:
evolve the framework and enhance initiatives
• People: Stronger together.
where we have the greatest potential to make
• Trust: Building greater trust.
During 2023 we focussed on continuing to build our foundations. This resulted in reviewing and
updating a number of our targets to better align with our strategy. The table below outlines our
progress for 2023 against our sustainability targets.
TARGET
STRONGER TOGETHER
Aspire to 40:40:20 gender diversity
(all 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
BUILDING GREATER TRUST
FY23
PERFORMANCE AGAINST TARGET
In progress
Not achieved
Not achieved
In progress
Our organisational transformation in 2023 was key in
setting us up for future success – as a unified, streamlined
and connected business. For our people, this provides
greater clarity on our vision and strategy, simplified
business processes and increased opportunities for growth
and development. We expect to see improvement across
all our people metrics in 2024 onwards.
In progress
Reported with actions being taken.
No notifiable privacy breaches or critical
security incidents
Maintain annual Board governance
roadshows
Achieved
Achieved
Vista Group did not have any notifiable privacy breaches
or critical security incidents impacting Vista Cloud during
2023.
Our governance roadshows were held in March and well
attended by investors, banks, and our major shareholders.
In response to feedback received at the roadshows we
have changed the frequency from annual to at least
every 2 years.
ISAE (NZ) 3000 / SAE 3150 controls
assurance report for Vista Cinema
(NZ equivalent to SOC 2 report)
In progress
Good progress was made during 2023 to uplift, formalise or
in some instances implement policies and procedures. This
work will continue into 2024 through our SOC 2 project.
CONSUMING RESPONSIBLY & IMPACTFUL INNOVATION
Verification of our 2022 baseline year
greenhouse gas emissions by Toitū
Envirocare
Achieved
Vista Group became a Toitū carbonreduce certified
organisation in April 2023.
a positive impact.
• Environment: Consuming responsibly and
impactful innovation.
Publish first voluntary climate-related
financial disclosure statement
Achieved
Vista Group published its first voluntary climate report in
April 2023 aligned to the TCFD framework. This report is
available on vistagroup.co.nz/investor-centre.
Undertake climate change scenario analysis
Achieved
Integrate environmental expectations into
Supplier Code of Conduct
In progress
1600 – 2400 client sites on the platform by
December 2025
In progress
We will provide more detail about the process and
outcomes of our analysis in the strategy section of our
FY23 Group Climate Statement, to be published by
30 April 2024.
This activity will continue into 2024 as we develop our
climate ambitions and ensure our expectations of our
value chain align.
We have made good progress with significant signings for
Vista Cloud announced during 2023. We have replaced
this target with an aspirational target that better aligns with
our strategy. The new target we will report on from FY24
is 100% of enterprise clients on cloud solutions by 2030.
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Sustainability • 39
Sustainability framework
Focus area
STRONGER TOGETHER
BUILDING GREATER TRUST
CONSUMING RESPONSIBLY
& IMPACTFUL INNOVATION
• Create a unified and vibrant culture that
enables our people to thrive
• Clear lines of accountability, aligning
individual objectives to our strategy
• Consistent and equitable approach to
performance and remuneration
• Develop our people through career
opportunities and learning activities
• Improved and 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 practices
critical systems and protecting data
• Responsible business conduct and ethics
• Maintaining an adequate and effective risk
management and internal control system
Targets
• Aspire to 40:40:20 gender diversity (all
• ISAE (NZ) 3000 / SAE 3150 controls
• 100% of enterprise clients on cloud
employees) by 2030
assurance report for Vista Cinema (NZ
solutions by 2030
• An eNPS score aligned to the median for
the technology sector
• A wellbeing score aligned to the median for
the technology sector
• Invest in enhanced learning and
development programmes
• Report and take action to minimise the
gender pay gap
equivalent to SOC 2 report)
• Publish our first Aotearoa New Zealand
• No notifiable privacy breaches or critical
Climate Standards aligned climate
security incidents
statement
• Maintain Board governance roadshows, at
• Maintain Toitū carbonreduce certification
least every 2 years
• Measure remaining Scope 3 operational
GHG emission categories
United nations sustainable
development goals
40
Sustainability • 41
Stronger together
Our people demographics
In July 2023 we commenced an organisational
We were pleased to be able to launch our online
transformation to support our new vision and
Learning Portal early in 2023, offering a huge
strategy, drive greater client alignment, and
range of content and courses to support growth
deliver improved business sustainability. The
and development. Key to the success of the
transformation brought together Vista Group’s
Learning Portal has been linking relevant courses
business brands under a unified business model,
to individual roles and teams, enabling our
supported by a GSLT, with segment-based
people to know what learning content to focus
expertise focused on Vista Group’s film and
on for their development. We also introduced
cinema clients.
With the organisational structure transformation
concluding towards the end of 2023, we shifted
our attention to the next phase; building a
unified culture and aligning our global processes
and initiatives.
‘Lunch and Learn’ sessions providing a range
of content from technical skills and product
information, through to key business operations
and Vista Group “know how”. Finally, we have
continued to expand our leadership development
programmes, with face-to-face courses offered
from new manager training through to executive
Throughout the transformation, we have
development.
Our commitment to fostering a diverse and
inclusive culture remains unwavering. We
completed, and publicly reported, our first
gender pay gap calculation in early 2023. We
have been proactively reviewing all pay-related
decisions with a gender lens to ensure fair and
equitable outcomes. We also reviewed and
significantly enhanced our parental leave policies
across New Zealand, the United States, and the
United Kingdom, which reflects our dedication
to creating a workplace that prioritises the
wellbeing of our employees and their families.
continued to support our people through a range
of actions and initiatives. Central to the change
programme was enhanced frequency and quality
of communications, providing regular updates
through town hall meetings, newsletters, and
on our intranet to ensure that key information
was available and easily accessible. In addition,
those directly impacted by the transformation
received one on one communication and support
through the process.
Wellbeing and connection continued to be
important for our people. Activities ranged
from regular team check-ins and opportunities
to come together at social events, through to
increased tools, resources, and seminars on
topics such as mindfulness. We will be refreshing
and expanding on our wellbeing programmes as
we move into 2024.
Regional distribution
New Zealand
366
United Kingdom
United States
Mexico
Europe
South Africa
Australia
Malaysia
Brazil
Total
88
76
70
67
34
7
4
4
716
Female representation
Our People
Our Board
GSLT
2023
2022
2023
2022
2023
2022
30% (213 of 716)
32% (252 of 779)
33% (2 of 6)
33% (2 of 6)
9% (1 of 11)
27% (3 of 11)
Age distribution
18 - 27
112 (16%)
28 - 37
304 (42%)
38 - 47
212 (30%)
48 - 57
68 (9%)
58 - 67
19 (3%)
68+
1 (0%)
See page 76 for details on the diversity objectives Vista Group is striving towards along with progress
made in 2023.
Gender pay gap 9.9%
Vista Group has completed its annual gender
Year on year the pay gap decreased slightly
pay gap analysis across all permanent and
from 10.1% to 9.9%. Vista Group continues to
fixed term employees globally, and has been
follow robust pay decision processes to ensure
calculated as the difference between the median
that men and women are paid the same amount
pay of all female and male employees.
for the same work undertaken (i.e. like for like
gender pay).
42
Sustainability • 43
Building greater trust
We know that trust is key to our success. We strive to always do the
right thing, and being transparent is fundamental to building trust.
We are evolving from being a trusted software provider to being a
trusted SaaS provider.
Data security
Strengthening our risk practises
With Vista Cloud, our responsibility for data
Effective management of risk is fundamental to
security increases, so it is even more important
achieving our strategic objectives. Following the
we deliver a reliable and secure environment to
refresh of our risk appetite statement and risk
meet the expectations of our clients and retain
management policy in 2022, we have continued
their trust.
to embed our risk management practices.
Our business transformation saw the
Our focus to continually uplift and strengthen
appointment of Vista Group’s Chief Technology
our practices has been complemented by
Officer, who is responsible for our cybersecurity
our review and enhancement of our control
programme. This appointment provides
framework in preparation for our SOC 2 Type
strategic oversight of all our security practices
1 review. A key risk management focus in 2024
and ensures that we invest accordingly as we
will be to apply our uplifted control assessment
continue to strengthen our security posture
programme for monitoring the effectiveness of
across all of our software solutions.
our controls.
During 2023, we made good progress towards
Turn to page 77 to read more about our risk
our commitment to achieve certification against
management and key risks.
a globally recognised and independently audited
cybersecurity compliance framework (such
as SOC 2 Type 1) for Vista Cloud. This has
seen us formalise and implement new policies
and procedures and review and update our
existing policies to ensure they align with our
new business model. We will continue this
programme of work, with a focus on achieving
certification for Vista Cloud during 2024.
44
Sustainability • 45
Consuming responsibly
and impactful innovation
At Vista Group, we embrace our responsibility
In 2022 we set a target to have 1600-2400
to operate sustainably and reduce the climate
cinema client sites on Vista Cloud by 2025.
impact of our business. Our environmental
We have made good progress with a number of
footprint is largely made up by office energy
significant signings to Vista Cloud during 2023.
consumption, third party data centres, business
travel, technology consumables and shipping.
We believe our purpose also extends to
developing meaningful solutions that help our
clients reduce the environmental impact of
their businesses.
Empowering our cinema clients
As we upscale our data storage loads, we
anticipate our carbon emissions for our cloud
storage and hosted data centre services will
increase for a period. To minimise this impact,
we have been working to improve the efficiency
of our various compute workloads, as well as
progressing our containerisation strategy to
increase the deployment density in Vista Cloud.
Our platform is transforming cinema operations
This means that we can run more workloads on
for our clients and encouraging sustainability-
the same—or less—infrastructure, decreasing
focused behaviours with opportunities to reduce
energy consumption per Vista Cloud client.
their carbon footprint by being more energy and
resource efficient.
To further support us to reduce our carbon
footprint, Vista Group has partnered with
The serverless innovation of Vista Cloud and
Microsoft Azure for hosting our cloud-based
Movio Cinema EQ removes the need and costs
platforms. Microsoft Azure have been carbon
for our cinema clients to house on-site servers.
neutral since 2012 and have made a commitment
On-site servers require a constant power
to be carbon negative by 2030.
supply, a cooling system to avoid overheating,
investment to maintain and upgrade, and
ongoing e-waste disposal when the equipment
lifecycle ends. Vista Cloud empowers our clients
to invest more in other aspects of their business
while also reducing their carbon footprint.
Climate reporting and our
carbon footprint
In 2022, we established our operational
greenhouse gas (GHG) emissions baseline
year for measuring our carbon footprint.
Our footprint covers Scope 1, Scope 2, and
selected Scope 3 emissions from each of our
entities around the world within our financial
control. Our 2022 emissions inventory was
verified by Toitū Envirocare and in April 2023
Vista Group became a Toitū carbonreduce
certified organisation. To achieve this
certification, we were required to measure our
GHG emissions in accordance with ISO 14064-1
and the GHG protocol.
In April 2023, we published our first annual
Climate Report, a significant early step in
our climate journey. The report was prepared
on a voluntary basis and aligned with the
recommendations of the Taskforce on
Climate-related Financial Disclosures (TCFD).
Along with our climate roadmap for the first
two years, the report includes our 2022 GHG
emissions inventory.
Our 2022 Climate Report is available at
vistagroup.co.nz/investor-centre.
Vista Group is a climate-reporting entity under
the Financial Markets Conduct Act 2013.
The External Reporting Board published the
Aotearoa New Zealand Climate Standards on
14 December 2022. These standards are
mandatory for Vista Group to report against
for the 2023 reporting period.
During the year our focus has been on further
developing our reporting to align to these
standards by expanding the boundary of our
GHG emissions inventory and conducting
scenario analysis to identify the climate-related
physical and transition risks and opportunities.
This is so we better understand how climate
change is currently impacting our business
and how it may do so in the future.
Vista Group is relying on the Financial Markets
Conduct (Requirement to Include Climate
Statements in Annual Report) Exemption Notice
2023.1 We intend to publish our first Aotearoa
New Zealand Climate Standards aligned climate
statement at vistagroup.co.nz/investor-centre
by 30 April 2024.
1 This Exemption Notice provides relief to climate reporting entities from the
requirement to include in the annual report a copy of or link to the climate
statement.
46
Sustainability • 47
Remuneration report
Letter from the Chair of the NRC
Dear Shareholder,
As Chair of the Nominations and Remuneration
Committee (NRC), it is my pleasure to present
Vista Group’s Remuneration Report for the year
ended 31 December 2023.
This has been a year of significant transformation
for Vista Group as we seek to advance our vision
and strategy, drive greater client alignment, and
deliver improved financial performance. To initiate
this Board led journey, we appointed Stuart
Dickinson as Vista Group’s CEO in April 2023
and the subsequent formation of a new GSLT in
August 2023, who have been critical, under
Stuart’s leadership, in executing our transition
towards a unified business model.
In the wake of these structural changes,
Vista Group’s Board remains committed to a
remuneration strategy and framework that drives
and rewards achievement of both short-term and
medium-term goals. The alignment of incentives to
key financial outcomes, coupled with non-financial
goals, are aimed at delivering strong client and
people outcomes while increasing sustainable
shareholder value. The Board is committed to
continue demonstrating an increased level of
The NRC and the Board’s support from the
People and Culture team in this transformative
period has been invaluable in ensuring that the
business and our people globally navigate these
changes effectively while maintaining the goals
set by the business.
Vista Group operates in a very competitive global
and local market for skills and capabilities. It is a
Board priority to ensure the retention of key people
and the attraction of new talent is reflected in the
remuneration and employee benefits that form
part of the value proposition and are aligned to
the remuneration strategy. The approach is aimed
at reward for achieving financial and non-financial
performance that are aligned to shareholder value.
Thank you for your continued support as we
enter 2024 in a stronger position to deliver on
our purpose of providing world-leading technology
solutions to the global film industry.
Regards,
transparency in its remuneration policies, practices
Cris Nicolli
and reporting.
The report outlines Vista Group’s remuneration
strategy and approach, with a particular focus
on the remuneration framework for the CEO and
the GSLT.
Chair of the Nominations and
Remuneration Committee
48
Remuneration report • 49
Executive appointment and remuneration
Employee remuneration
SALARY BAND (NZ$)
TOTAL GROUP EMPLOYEES
Vista Group’s remuneration policy for the CEO
The remuneration package of the CEO is approved
and GSLT is based on the principles that the
by the Board on the recommendation of the NRC.
remuneration framework will:
The remuneration packages of the GSLT (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 GSLT are benchmarked to market
remuneration data to ensure competitiveness
relative to Vista Group's comparable market peers.
• 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; and
• align with creating and increasing
shareholder value.
The NRC reviews Vista Group’s remuneration policy
and principles on a regular basis.
Total remuneration consists of fixed remuneration,
short-term incentives (STI), and long-term
incentives (LTI). STI and LTI are ‘at risk’ as
outcomes are determined based on the achievement
or otherwise of financial and non-financial
performance based targets and conditions set
annually by the Board on the recommendation
of the NRC.
The following table shows the number of employees
whose remuneration and benefits for the year
ended 31 December 2023 were within the specified
bands above $100,000. The remuneration figures
shown in the table include all monetary payments
actually paid during the year ended 31 December
2023, including STI payments made in respect of
the 2022 STI scheme. The table does not include
amounts paid post 31 December 2023 that related
to the year ended 31 December 2023, such as STI
bonuses in respect of the 2023 STI scheme, or the
value attributed to shares issued under LTI schemes
during the year ended 31 December 2023.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
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
290,000
310,000
320,000
330,000
340,000
370,000
380,000
390,000
430,000
440,000
460,000
480,000
490,000
500,000
510,000
540,000
590,000
610,000
630,000
650,000
670,000
760,000
1,180,000
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
299,999
319,999
329,999
339,999
349,999
379,999
389,999
399,999
439,999
449,999
469,999
489,999
499,999
509,999
519,999
549,999
599,999
619,999
639,999
659,999
679,999
769,999
1,189,999
60
61
67
50
35
41
21
21
16
12
11
9
3
6
4
4
2
1
1
1
4
1
1
2
1
2
1
1
1
1
2
1
1
1
1
1
1
1
1
1
1
453
50
Remuneration report • 51
Fixed remuneration
Short-term incentives
Long-term incentive scheme
Fixed remuneration at Vista Group consists of base salary and country specific benefits. While flexibility
Vista Group's STI is an at-risk incentive that may
Vista Group’s LTI is a share scheme offered at the
exists where specific circumstances require it, base salaries are typically reviewed annually. Vista Group
be offered to an employee in respect of a specific
discretion of the Board on the recommendation of
provides a range of benefits to its employees specific to the country in which an employee is employed:
year. The STI is set as a fixed percentage of the
the NRC. The LTI is set as a fixed percentage of the
COUNTRY
BENEFITS
New Zealand
United States
United Kingdom
Netherlands
South Africa
Mexico
Malaysia
Romania
– Kiwisaver contribution up to 3%
– Health insurance
– Life insurance
– Employee assistance program
– 401k contribution up to 2%
– Health insurance
– Life & long-term disability insurance
– On site paid gym membership
– Employee assistance program
– Pension up to 4%
– Health insurance
– Employee assistance program
– Perkbox: employee perks and benefits
– Discounted gym memberships
– Access to salary sacrifice scheme
– Pension scheme
– Health insurance
– Employee assistance program
– Perkbox: employee perks and benefits
– Health insurance
– Vitality flexible benefits
– Employee assistance program
– Perkbox: employee perks and benefits
– Health insurance
– Food coupons
– Reimbursement for medical bills
– Mobile phone allowance
– Parking allowance
– Private medical services
– Subsidised optical
– Subsidised gym membership
The provision of fixed remuneration (comprising of a base salary and country specific benefits) is applied
consistently across Vista Group, including for the CEO and GSLT.
participating employee’s base salary. The STI
participating employee’s base salary. The number
outcomes are determined based on the achievement
of rights granted to a participating employee is
of financial and non-financial performance based
determined based on the participation value divided
targets applicable to the relevant employee. The
by the volume weighted average price (VWAP) of
STI, once achieved, is paid in cash.
Vista Group’s shares over a specified period before
The STI targets for the CEO and GSLT are set by
the Board on the recommendation of the NRC. The
key targets, percentages and terms of the 2023 STI
scheme are set out in the table below:
2023 TARGETS
HURDLE
Recurring revenue/
total revenue
Vista Group EBITDA
cNPS
eNPS
Results of between 95% to 110% of the
target equates to STI achievement of
between 95% and 120% (capped). No
STI is achieved below 95%.
Results of between 90% to 110% of the
target equates to STI achievement of
between 90% and 120% (capped). No
STI is achieved below 90%.
If achieved, then 100% of the
applicable STI is payable.
If achieved, then 100% of the
applicable STI is payable.
The Board retains discretion over the final outcome
of STIs, to allow appropriate adjustments where
unanticipated circumstances impact performance,
positively or negatively.
the grant date. The share rights granted under the
LTI are eligible to vest and convert into Vista Group
shares based on the achievement or otherwise of
certain targets and satisfaction of certain conditions
over a specified number of years.
Under the terms of the 2023 LTI schemes, half of
the rights were 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 2023 LTI scheme, the Board granted the
following awards to the CEO and GSLT members:
Under the 2023 STI scheme, the Board granted the
• Previous CEO: no rights granted.
following awards to the CEO and GSLT members:
• Present CEO: 48% of base salary.
• Previous CEO: 48% of base salary, pro-rated to
• Relevant GSLT members: Between 20%– 66%
10 April 2023.
• Present CEO: 48% of base salary.
• Relevant GSLT members: Between 20%– 40%
of base salary.
of base salary.
52
Remuneration report • 53
Retention schemes
The CEO also participates in a Group CEO
Retention Scheme. Under the terms of this scheme,
the CEO is granted a specified number of rights
that are eligible to vest annually based on continued
tenure with Vista Group. In April 2023:
• Previous CEO: 400,000 share rights vested,
comprising the last tranche of the share rights
granted in 2020 under the 2020 Group CEO
Retention Scheme; and
• Present CEO: 200,000 share rights were granted.
Subject to the CEO’s continued tenure with Vista
Group, 100,000 of these share rights are due to
vest in April 2024, with the remaining 100,000
share rights due to vest in April 2025.
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. Grants
under this scheme were made 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.
• 2023: 300,000 share rights were granted under
the 2023 Senior Leadership Retention Scheme.
Subject to continued tenure of each participant,
all 300,000 of the share rights are due to vest in
April 2024.
Breakdown of CEO pay for performance (2023)
Stuart Dickinson commenced as CEO, replacing Kimbal Riley (previous CEO), on 11 April 2023. The table
below represents the pay for performance remuneration expected to be received by the CEO relating to the
2023 financial year. These STI amounts and LTI shares will be settled in 2024.
DESCRIPTION
PERFORMANCE MEASURES
STI
48% of
base salary
30% weighting of Vista Group recurring revenue. Results
of between 95% to 110% of the target equates to STI
achievement of between 95% and 120% (capped). No STI is
achieved below 95%.
40% weighting of Vista Group EBITDA. Results of between
90% to 110% of the target equates to STI achievement of
between 90% and 120% (capped). No STI is achieved below
90%.
15% weighting on cNPS. If achieved, then 100% of the
applicable STI is payable.
15% weighting on eNPS. If achieved, then 100% of the
applicable STI is payable.
The 2023 STI included a cash collection hurdle focused
on receipts from clients keeping pace with, or exceeding,
Vista Group's 2023 total revenue. An achievement of less
than 95% would result in 50% of the total STI being forfeit.
A result between 95% and 105% would equate to between a
95% and 105% (capped) STI multiplier to all of the above STI
performance measures.
% ACHIEVED
AMOUNT
ACHIEVED NZ$
97.0%
87,300
100.0%
120,000
50.0%
22,500
75.0%
33,750
104.0%
10,542
TOTAL STI
91.4%
274,092
DESCRIPTION
PERFORMANCE MEASURES
% ACHIEVED
NUMBER OF
LTI SHARES
VALUE OF LTI
SHARES NZ$
LTI
2023 Group CEO
Retention Plan1
100% weighting on continued tenure. An allocation of 100,000
rights are due to vest in April 2024.
100.0%
100,000
165,000
2023 LTI Plan1
50% weighting on Vista Group recurring revenue in 2023,
2024 and 2025. The threshold to achieve is 90% with pro-
rata payment through to 100%.
72.7%
26,051
42,984
50% weighting on continued tenure to April 2024, April 2025
and April 2026.
100.0%
35,820
59,103
TOTAL LTI
TOTAL STI & LTI
94.3%
161,871
267,087
92.8%
161,871
541,179
1 These rights convert to shares in April 2024. The share price at 31 December 2023 of $1.65 per share was used for calculating the value of the shares expected to be issued
under the LTI schemes.
54
Remuneration report • 55
CEO remuneration
Kimbal Riley retired as CEO on 11 April 2023. The total remuneration received by Kimbal Riley as CEO until
In 2023, the current CEO was granted the following share rights and performance rights under the following
11 April 2023 was as follows, including under the STI and LTI schemes for the 2022 financial year:
LTI schemes:
YEAR
2023
2022
BASE
SALARY¹
TAXABLE
BENEFITS
FIXED
REMUNERATION
STI²
2023 PARTIAL
YEAR STI
NUMBER OF
LTI SHARES
VALUE OF LTI
SHARES NZ$3
TOTAL
REMUNERATION
LTI SCHEME
NUMBER
TYPE
PERFORMANCE
MEASURES
174,373
7,935
182,308
273,000
130,750
508,936
671,796
1,257,854
633,979
28,595
662,575
172,656
-
138,834
261,250
1,096,481
2023 Group CEO
Retention Plan
100,000
Share rights
100% weighting on continued
tenure to April 2024.
VESTING
DATE(S)
VALUE OF
LTI SHARES
NZ$m1
April 2024
165,000
1 The 2023 base salary of the previous CEO was $625,000 in both 2023 and 2022. The values included in this table may represent additional amounts required to be paid under
New Zealand legislation when an employee takes annual leave.
2 The STI, LTI shares represented in this table relate to amounts paid or shares issued rights settled in the relevant financial year (for example, the 2022 STI is reflected in 2023,
being the year it was paid).
3 The share price on the date of vesting was used for calculating the value of shares issued.
Stuart Dickinson commenced as CEO on 11 April 2023. The total remuneration received by Stuart Dickinson
as CEO between 11 April 2023 and 31 December 2023 was as follows:
YEAR
2023
BASE
SALARY¹
TAXABLE
BENEFITS
FIXED
REMUNERATION
STI²
SIGNING BONUS
NUMBER OF
LTI SHARES
VALUE OF LTI
SHARES NZ$2
TOTAL
REMUNERATION
451,919
19,770
471,689
-
200,000
-
-
671,689
1 The 2023 base salary of the CEO is $625,000. The value included in this table may represent additional amounts required to be paid under New Zealand legislation when an
employee takes annual leave.
2 The STI, LTI shares represented in this table relate to amounts paid or shares issued rights settled in the relevant financial year (for example, the 2022 STI is reflected in 2023,
being the year it was paid).
The current CEO’s total remuneration for 2024, assuming 100% of LTI shares are issued, is expected to be:
BASE
SALARY
TAXABLE
BENEFITS
FIXED
REMUNERATION
STI1
NUMBER OF
LTI SHARES2
VALUE OF LTI
SHARES NZ$3
TOTAL
REMUNERATION
YEAR
2024
100,000
Share rights
100% weighting on continued
tenure to April 2025.
April 2025
165,000
2023 LTI Plan
35,820
Performance
rights
100% weighting on achievement
of Vista Group 2023
recurring revenue target.
35,820
Performance
rights
35,820
Performance
rights
35,820
Share rights
35,820
Share rights
35,820
Share rights
100% weighting on achievement
of Vista Group 2024
recurring revenue target.
100% weighting on achievement
of Vista Group 2025
recurring revenue target.
100% weighting on continued
tenure to April 2024.
100% weighting on continued
tenure to April 2025.
100% weighting on continued
tenure to April 2026.
April 2024
59,103
April 2025
59,103
April 2026
59,103
April 2024
59,103
April 2025
59,103
April 2026
59,103
625,000
27,351
652,351
274,092
161,871
267,087
1,193,530
Total
414,920
684,618
1 This is the STI amount for 2023 expected to be paid to the CEO during 2024. See the table on page 55 for further details.
1 This assumes that the relevant performance measures are fully achieved and so 100% of the relevant Rights vest. The share price at 31 December 2023 of $1.65 per share was
2 This is the number of LTI shares for 2023 expected to be issued to the CEO during 2024. See the table on page 55 for further details.
used for calculating the value of these LTI shares.
3 The share price at 31 December 2023 of $1.65 per share has been used for calculating the value of the LTI shares.
The employment agreements of the CEO and GSLT do not include the ability to be paid a transaction bonus
in the event of a takeover of Vista Group.
56
Remuneration report • 57
Share-based schemes
Rights granted in 2023
2023 LTI Scheme: In April 2023, Vista Group
granted 1,650,654 rights to GSLT and other selected
senior management under this scheme. 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).
Performance rights that do not vest are eligible to
roll over and vest if targets in future years have
been achieved.
2023 Senior Leadership Retention Scheme: In
April 2023, Vista Group granted 300,000 rights to
selected employees under this scheme. All rights
will vest in April 2024, conditional on the continued
tenure of the participants at the relevant vesting
date.
2023 CEO Retention Scheme: In April 2023, Vista
Group granted 200,000 rights to the CEO under this
scheme. Subject to the CEO’s continued tenure with
Vista Group, 100,000 of these share rights are due
to vest in April 2024, with the remaining 100,000
share rights due to vest in April 2025.
Share-based schemes with conditions met
The following share-based schemes met the
2020 Group CEO Retention Scheme: In April 2020,
required performance targets resulting in rights
the previous CEO, Kimbal Riley, was granted
vesting and converting into shares in the year ended
500,000 share rights under the Group CEO
Retention Scheme, with vesting conditional on the
CEO’s continued tenure. In April 2023, 400,000
Vista Group shares were issued to the previous CEO
under this scheme.
2022 Vista Group Recognition Scheme: Vista
Group granted 2,110,769 rights to all Vista Group
employees based in New Zealand, the United
Kingdom and the United States (excluding the CEO)
to recognise the performance of employees. In April
2023, 1,851,062 Vista Group shares were issued to
all participants still employed with Vista Group.
31 December 2023:
2021 & 2022 LTI Scheme: Vista Group granted:
• 1,237,668 rights to GSLT and other selected
senior management under the 2021 LTI Scheme in
April 2021; and
• 1,268,112 rights under the 2022 LTI Scheme in
April 2022.
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).
Performance rights that do not vest are eligible to
roll over and vest if targets in future years have
been achieved.
In April 2023, 799,887 Vista Group shares were
issued to participants following the vesting of:
• 214,245 performance rights and 168,346 share
rights under the 2021 LTI Scheme; and
• 208,648 performance rights and 208,648 share
rights under the 2022 LTI Scheme.
58
Remuneration report • 59
Performance rights outstanding
2023 director remuneration
The total number of outstanding rights granted to Vista Group employees (less known leavers) at
Director remuneration is paid from the total directors’ fee pool of $725,000 approved by Vista Group’s
31 December 2023 are detailed in the following table:
shareholders at the ASM held on 26 May 2021. No increase to the fee pool is proposed for 2024.
Directors’ fees in 2023 were calculated as set out below:
2024
VESTING YEAR
2025
261,615
-
330,930
330,930
TOTAL
OUTSTANDING
RIGHTS
261,615
661,860
2026
-
-
GRANT YEAR
PLAN TYPE
LTI Scheme
LTI Scheme
2021
2022
2022
2023
2023
2023
Senior Leadership & Executive Retention Scheme
100,000
200,000
-
300,000
LTI Scheme
504,509
504,509
504,509
1,513,527
Senior Leadership & Executive Retention Scheme
250,000
-
-
250,000
CEO Retention Scheme
100,000
100,000
-
200,000
Total rights able to vest
1,547,054
1,135,439
504,509
3,187,002
POSITION HELD
Chair
Director
ARC Chair
ARC member
NRC Chair
NRC member
NZ$
180,000
85,000
15,000
10,000
15,000
10,000
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 2023 are set out in the table below:
DIRECTOR
FURTHER DETAILS
Susan Peterson
Chair
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
Kirk Senior
Total
ARC Chair
NRC Chair
BOARD
FEES NZ$
180,000
85,000
85,000
85,000
85,000
85,000
ARC
FEES NZ$
NRC
FEES NZ$
TOTAL
DIRECTOR
FEES NZ$
-
-
-
15,000
10,000
10,000
-
180,000
10,000
-
-
15,000
10,000
95,000
85,000
100,000
110,000
105,000
605,000
35,000
35,000
675,000
The total fees paid to directors of $675,000 is within the $725,000 directors’ fee pool approved at the ASM
held on 26 May 2021.
Directors are reimbursed for all reasonable and properly documented expenses incurred in performing their
duties as Vista Group directors. No additional payments or benefits were received by directors during 2023.
60
Remuneration report • 61
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 27 February 2024. The information
contained in this statement is current as at that date, unless
otherwise noted.
Vista Group is committed to high standards
At the date of this Annual Report, Vista Group’s
of governance.
The core of Vista Group’s governance framework is
its commitment to protect and enhance the interests
of its shareholders through high standards of
governance, business behaviour and transparency.
Vista Group’s governance framework ensures Board
accountability to our shareholders and provides for
an appropriate delegation of responsibilities to our
CEO and our GSLT.
The Board reviews Vista Group’s governance
policies and practices regularly to ensure
compliance with NZX and ASX standards (Vista
Group is an ASX Foreign Exempt Listed company)
and reflects the governance expectations of its
shareholders in New Zealand and Australia.
governance practices over the reporting year
were in compliance with the NZX Corporate
Governance Code and, while not required due to
our ASX foreign-exempt listing status, were also in
compliance with the ASX Corporate Governance
Principles and Recommendations (fourth edition).
Vista Group has reported against the NZX
Corporate Governance Code dated 1 April
2023. A table setting out where the principles
and recommendations in the NZX Corporate
Governance Code are addressed in this annual
report is included on pages 90 and 91.
62
Corporate governance • 63
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
Executive Directors (male)
Non-Independent
Non-Executive Directors (male)
Six Board members
Independent
Non-Executive Directors (male)
Independent
Non-Executive Directors (female)
James Miller
BCom, FCA
Cristiano (Cris) Nicolli
BMS, FAICD
Kirk Senior
BCom, CA
Independent Director
Independent Director
Non-Independent
Non-Executive Director
A brief profile, including the relevant qualifications
and experience, of each director can be found at
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.
Board 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
website at vistagroup.co.nz/investor-centre.
64
Corporate governance • 65
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 year, the NRC assessed the
It is considered that addressing the level of skills
skills of the Board and reviewed the Board skills
and experience collectively is a better indicator
matrix. A summary of the Board skills matrix is set
of Board capability overall. Accordingly, the level
out on the opposite page.
of skills and experience is assessed collectively.
The Board skills matrix enables an assessment of
The key skills and experience which individual
skills and experience of individual directors, and
directors contribute to the Vista Group’s Board can
how the directors work together as a whole.
be found at vistagroup.co.nz/board-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
66
Corporate governance • 67
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.
Two of Vista Group’s six directors (Kirk Senior
• material supplier to Vista Group or has any other
and Murray Holdaway) are not considered to
material contractual relationship with Vista Group
be Independent Directors. Kirk Senior held the
or any of its subsidiaries other than as a director
position of Executive Chair until he resigned as
of Vista Group or, in respect of Kirk Senior and
Chair and as an executive with effect from 1 January
Murray Holdaway only, as an employee of Vista
2021. Considering all relevant factors, including
Group or one of its subsidiaries (within the past
his previous executive position, the Board has
three years); or
determined that Kirk Senior is not an Independent
Director.
Murray Holdaway is the co-founder of Vista Group,
holds 2.87% of Vista Group’s ordinary shares, and
was Vista Group’s Chief Product Officer until he
resigned as an executive in 2022. Considering all
relevant factors, the Board has determined that
Murray Holdaway is not an Independent Director.
None of the directors are a:
• recipient of performance-based remuneration
from, or participating in, Vista Group’s employee
share schemes.
No director controls, or is an executive or other
representative of an entity which controls, 5%
or more of Vista Group’s voting securities.
The Board considers that the roles of the Chair
and the CEO should remain separate. The CEO
is not a director of Vista Group and the Chair is
• partner, director, senior executive or material
independent of the CEO.
shareholder of a firm that provided material
professional services to Vista Group or any of its
subsidiaries (within the past twelve months);
• current or past senior employee or partner of
Vista Group’s auditor PwC;
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 GSLT. 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:
Strategy and planning
• Selecting and, if necessary, replacing the CEO;
• Ensuring that Vista Group has adequate
management to achieve its objectives and to
support the CEO so that a satisfactory plan for
management succession is in place;
• Reviewing and approving the strategic, business
and financial plans prepared by the GSLT;
• Reviewing and approving certain material
transactions, and making certain investment and
divestment decisions; and
• Approving and overseeing the administration of
Vista Group’s technology development strategy.
Financial performance and integrity
• Ensuring the quality and independence of Vista
Group’s external audit process.
The terms of the delegation by the Board to the
CEO and GSLT are documented in Vista Group’s
Corporate Governance Code and Delegated
Financial Authority Manual. The CEO and GSLT
are responsible for:
• developing and making recommendations to the
Board on Vista Group strategies and associated
initiatives;
• managing and implementing strategies approved
by the Board;
• formulating and implementing policies and
reporting procedures for management;
• decision making compatible with Vista Group’s
Delegated Financial Authority Manual;
• managing business risk and implementing the
Board approved risk management framework and
ensuring compliance; and
• the day-to-day leadership and management of
Vista Group.
The CEO and GSLT have appropriate employment
agreements setting out their roles and conditions of
• Monitoring Vista Group’s performance against its
employment.
approved strategic, business and financial plans
and overseeing Vista Group’s operating results.
Code of ethics
The CEO’s performance is reviewed by the NRC
regularly against objectives and measures set by
the Board on the recommendation of the NRC.
The CEO’s performance was evaluated during
• Ensuring Vista Group, the Board and the GSLT’s
the reporting year on this basis. The NRC is also
behaviour is consistent with the Code of Ethics,
responsible for overseeing the CEO’s evaluation
including compliance with the constitution, any
of the GSLT. Further details are contained in the
applicable laws and regulations, NZX Listing
Remuneration Report.
Rules, and any relevant auditing and accounting
principles; and
Directors’ remuneration
• Implementing, and from time to time reviewing,
the Code of Ethics, to foster high standards of
ethical conduct and personal behaviour, and hold
accountable those directors, managers, or other
employees who engage in unethical behaviour.
Full details regarding Vista Group’s remuneration of
its directors are set out in the Remuneration Report
on page 61.
68
Corporate governance • 69
Governance at Vista Group
Selection, nomination and appointment
Induction and development
2023 governance calendar and attendance
Vista Group undertakes appropriate checks before
All new directors participate in an induction
Vista Group’s 2023 governance calendar is set out in the table below:
appointing a director or putting forward any
programme and receive significant induction
candidate for election as a director in accordance
materials so as to familiarise them with Vista
with Vista Group’s governance processes.
Group’s businesses and the international film
All directors are elected by Vista Group’s
industry in which those businesses operate.
shareholders (other than directors appointed by
The Board receives regular briefings from
the Board, who must retire and stand for election
management on Vista Group’s business operations,
at the next meeting of shareholders) with rotation
changes to the operating environment, health and
and retirement determined in accordance with the
safety, and other wellness matters. Board strategy
NZX Listing Rules. The Board is responsible for
days are held during the year to consider matters
considering and appointing directors to the Board
of strategic importance to Vista Group.
after candidates have been identified by the NRC.
Vista Group provides regular development
Vista Group has a written agreement with each
opportunities for directors through Director
director set out in a standard form letter of
Education Sessions. During 2023, Vista Group
appointment containing the terms and conditions
hosted a Director Education Session where
of their appointment. In addition, Vista Group has
external experts presented on the topic of the
also entered into a deed of indemnity and insurance
future of responsible usage of AI. Outside of
which applies to each director, under which
Director Education Sessions, the directors
Vista Group indemnifies, and provides insurance
undertake appropriate training to remain
to, directors in accordance with Vista Group’s
current on how to best perform their duties
constitution and the Companies Act 1993.
as directors of an issuer by attending 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 year
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
With the exception of Murray Holdaway due to sickness, all directors attended the 2023 ASM. Details
regarding the directors’ attendance of the 2023 governance meetings is set out in the table below:
MEETINGS
BOARD ATTENDANCE
BOARD
BOARD SUB
ARC
NRC
Susan Peterson
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
Kirk Senior
100%
100%
91%
100%
100%
100%
Board or Committee Member present
Non-Committee Member present
Each Committee Charter provides that employees and non-member Executive Directors can only attend
Committee meetings at the invitation of the Chair of the relevant Committee.
70
Corporate governance • 71
Reviewing performance
The performance of the directors (individually and collectively), and the effectiveness of Board processes
and committees, are regularly evaluated using a variety of methods, including questionnaires, Board
discussion, and an evaluation at the end of each Board meeting. A performance review led by the Chair
was carried out during the reporting year. The next review will be carried out during 2024.
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
2023
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
20–21 yrs (co-founder)
9–10 yrs (since IPO)
9–10 yrs (since IPO)
6–7 yrs
3 yrs
2-3 yrs
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.
Board committees
The Board has two standing committees: the ARC
and the NRC. The members of those committees
are set out in the tables below:
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
established from time to time, including as required
to provide governance oversight on short-term
projects. At the date of this statement, Vista Group
has determined that no standing committees are
required other than the Disclosure Committee.
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
vistagroup.co.nz/investor-centre.
Directors’ shareholdings in Vista Group
Vista Group does not have a separate Nominations
The Board encourages the alignment of directors’
Committee or a separate Remuneration Committee.
interests with those of shareholders and with Vista
Rather, the NRC fulfils the functions of both those
Group’s strategic aims. To improve this alignment,
committees. The role and responsibilities of the ARC
the Board encourages directors to hold shares
and NRC are set out in the Committee Charters that
in Vista Group, with the final determination left
form part of Vista Group’s Corporate Governance
to individual directors' personal circumstances.
Code which is available at
vistagroup.co.nz/investor-centre.
Further details of directors’ shareholdings in
Vista Group are set out in Directors’ Disclosures
The Disclosure Committee was constituted in 2020
under Vista Group’s Continuous Disclosure Policy
and is comprised of Cris Nicolli (Independent
Director), the General Counsel and Company
Secretary, the CEO and the CFO. The Disclosure
Committee convenes 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.
Each committee focuses on specific areas of
governance. Together, the committees strengthen
the Board’s oversight of Vista Group. Committee
meetings are scheduled to coordinate with the
Board meeting cycle. Each committee reports to the
Board at the subsequent Board meeting and makes
recommendations to the Board for consideration
and approval as appropriate.
Vista Group assesses on a regular basis whether
additional standing or ad hoc committees are
required. Additional temporary committees are
on page 84.
Access to advice together with the 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
without management present and, with the Chair’s
consent, seek independent professional advice at
Vista Group’s expense.
All directors have access to the advice and services
of the General Counsel and Company Secretary for
the purposes of the Board’s affairs. The General
Counsel and Company Secretary was appointed
on the joint approval of the CEO and the Chair.
The General Counsel and Company Secretary is
accountable to the Board, through the Chair, on all
governance matters.
72
Corporate governance • 73
Assurance and managing risk
Timely and balanced disclosure
Audit plan and role of the external auditor
• ensuring the independence, objectivity and
Shareholders and markets
PwC is Vista Group’s current external auditor and
has served since its appointment in April 2015.
The NZX Listing Rules require rotation of the key
effectiveness of the auditor;
• reviewing the audit plan, nature and scope of the
audit before commencement;
audit partner at least every five years. Vista Group
• reviewing Vista Group’s letter of representation to
last rotated its key audit partner in January 2020
the auditor; and
and, assuming that PwC continue as Vista Group’s
• discussion with the auditor of any problems,
auditor, the next rotation is expected to occur in
reservations, or issues arising from the audit and
January 2025. Vista Group’s audit partner, Troy
referring matters of a material or serious nature
Florence, attended Vista Group’s 2023 ASM and
to the Board.
was available to Vista Group’s shareholders to
answer questions relevant to PwC’s audit.
Details of the work (both audit and non-audit)
undertaken by, and fees paid to, PwC during
Audit conflict safeguard and
resolution process
It is the responsibility of the ARC to ensure
2023 are included in section 2.3 of the Financial
audit independence. The committee ensures this
Statements.
The Board considers that due to the nature and
quantum of the non-audit services work, the
independence of PwC is not compromised.
External audit policy
The Board’s framework for Vista Group’s
relationship with its external auditor is in the
External Audit Policy set out in the Corporate
Governance Code which is available at
vistagroup.co.nz/investor-centre. The
External Audit Policy covers matters relating to
the appointment of the auditor, the independence
of the auditor, transparent dialogue with the
auditor, rotation of the audit partner, reporting
on audit fees and non-audit work. The ARC assists
the Board in fulfilling its responsibility to ensure the
quality and independence of Vista Group’s external
audit process. Pursuant to the ARC Charter, the
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;
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 PwC
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 73) to determine
whether any market announcement is required.
The external auditor’s report to shareholders on
page 139 discloses all non-audit services and any
other relevant independence considerations.
Vista Group is committed to maintaining a fully
The Disclosure Committee is required to refer
informed market through effective communication
information regarding matters of fundamental
with the NZX and ASX, shareholders and investors,
significance to Vista Group, including financial
analysts, media and other interested parties.
results, earnings guidance, dividend policy
Vista Group provides all stakeholders with equal
determinations, transformational transactions, and
and timely access to material information that is
significant resignations, to the Board (or where the
accurate, balanced, meaningful and consistent.
Board is not available, an Approval Committee) for
Where Vista Group provides a new and substantive
its determination.
investor or analyst presentation, it ensures the
presentation materials are released to the NZX
and ASX announcement platforms ahead of the
presentation.
Disclosures relating to the annual and interim
financial statements must be reviewed by the
ARC before being approved by the Board. Once
approved for disclosure, the CFO or the General
Vista Group’s Continuous Disclosure Policy is
Counsel and Company Secretary is responsible for
designed to ensure material information is released
releasing material information on the NZX and ASX
to the NZX and ASX announcement platforms
announcement platforms. Directors consider at
in compliance with Vista Group’s continuous
each Board meeting whether there is any material
disclosure obligations under the NZX Listing Rules
information which should be disclosed to the
and the Financial Markets Conduct Act 2013.
market.
The Continuous Disclosure Policy is available at
vistagroup.co.nz/investor-centre.
Integrity of reporting
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 General Counsel and Company
Secretary, the CEO and the CFO.
The CEO and GSLT are responsible for ensuring
that all material information relating to their areas
of responsibility is reported to the Disclosure
Committee promptly and without delay. The
Disclosure Committee is responsible for determining
whether information received from the CEO or
GSLT requires disclosure on the NZX and ASX
announcement platforms.
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
and present fairly, in all material respects, the
financial position of Vista Group and the results of
its operations and its cash flows.
A letter of representation confirming those matters
was received by the Board with respect to Vista
Group’s 2023 financial statements.
74
Corporate governance • 75
Diversity and inclusion policy
Risk management
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 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 GSLT
and employees.
Vista Group set the following diversity objectives for the year ended 31 December 2023:
OBJECTIVE
OUTCOME
Ensuring there is a minimum
of two females on the Board
at all times
Progressing towards our aspiration of
40:40:201 gender diversity (across all
employees by 2030)
Vista Group has maintained a gender representation on its Board, with Susan Peterson as
Chair and Claudia Batten as an Independent Non-Executive Director.
At 31 December 2023, women comprised 9% of the GSLT.
Women comprised 29% of all new hires in 2023. In addition, of those participating
in leadership development programmes, 29% have been women in 2023. The focus
area for leadership development was in the engineering department where the female
representation is lower than in other parts of the business. Vista Group will continue to
drive leadership development training to support its transformation efforts.
This outcome shows a movement towards achieving the 40:40:20 split across leadership
teams and programmes.
Report on a full Gender Pay Gap
analysis annually and actions
undertaking to minimise the gap
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 9.9%. 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.
Continuing to create and maintain
an inclusive culture and work
environment with a focus on women,
ethnic minorities and those who
identify as LGBTQI+
Vista Group actively works with its local leaders and affiliation groups to promote and
support inclusive work practices and to embrace the diversity of our people. This has
included celebrating key cultural events such as International Women’s Day, Pride
Month, Matariki, Diwali and Día de los Muertos (Day of the Dead). A key element of
many of our events 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 43 for disclosure regarding the gender diversity at 31 December 2023.
Risk management is an integral part of Vista Group. 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.
Key risks
The CEO and GSLT are responsible for ensuring
compliance with the risk management framework
and promoting a culture of good risk practices.
Our people 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.
Risk assessments are carried out by the GSLT
and other 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 and the high-level mitigation
strategies and activities for each risk.
76
Corporate governance • 77
KEY RISKS
MITIGATION STRATEGIES AND ACTIVITIES
KEY RISKS
MITIGATION STRATEGIES AND ACTIVITIES
HEALTH, SAFETY AND WELLBEING
• Board oversight through monthly health, safety and wellbeing
PLATFORM STABILITY AND DATA SECURITY
• Board oversight through the Chief Technology Officer security
Ability to protect our people’s health, safety and wellbeing.
report against Vista Group policies
• Dedicated Work Well programme to support our people's
wellbeing
• 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
• Board oversight through reporting of compliance related
Ability to identify and manage new, changed or
reinterpreted laws and regulations, as our global operations
increases the complexity of compliance. Instances of non-
compliance could result in brand and reputational loss,
along with litigation, fines and financial loss.
programmes
• Policies and procedures covering key regulatory and
compliance areas
• Global legal team provides input on emerging changes and
potential business impacts
ATTRACT AND RETAIN TALENT
• Board oversight by the Nominations and Remuneration
Ability to attract, develop and retain skilled people in a
highly competitive industry to be able to deliver on our
strategy.
Committee through the People & Culture report
• Succession planning for senior leadership and critical roles
• Leadership development and mentoring programme
• Focus on people value proposition through proactive
communication strategy internally and externally
ACCESS TO CAPITAL AND CAPITAL MANAGEMENT
• Board oversight of capital allocation and budgeting
Our ability to raise capital when required and to
appropriately allocate capital as we invest and transition
to the platform.
• Capital Allocation Policy approved by the Board
• Long-term forecasting through the financial strategic plan
• Maintain a strong relationship with our investors and banking
partners
DATA PRIVACY
• Board oversight through reporting of compliance related
Vista Group’s global footprint exposes us to various global
data privacy laws and regulations. Failure to comply with
the applicable laws and regulations and protect personal
data, through how Vista Group collects, uses and processes
personal data and information, could result in financial
penalties, regulatory intervention and reputational damage.
programmes
• Group policies relating to data protection, data retention and
IT and information security
• Multi-jurisdictional Data Protection Officer provides support
and independent assurance
• Awareness training on data privacy and security
• ISAE (NZ) 3000 / SAE 3150 assurance report (equivalent to
SOC 2 Type 1) in progress for Vista Cloud
STRATEGY EXECUTION
• Board approved strategy and oversight through regular
Inability to execute our strategic initiatives that leads to
reputational impacts and reduced revenue growth.
reporting on initiatives and challenges
• Executive sponsorship and accountability for strategic
initiatives
• Programme review for improving operational alignment to
strategic initiatives
Failure to maintain security controls and processes which
expose Vista Group to cyber-attacks, a loss of service
or unplanned outages of applications, disrupting clients’
businesses leading to client churn and/or reputational
damage.
report
• Approved suite of IT related policies
• External parties for independent testing
• Continuous monitoring of platforms
• 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 1) in progress for Vista Cloud
ADVERSE GLOBAL EVENTS
• Board oversight through the CEO report
Vista Group’s global footprint in 100+ countries means it
is exposed it to a variety of global economic and political
headwinds, such as pandemics, geopolitical instability, and
changes in regulatory policy. This could disrupt operations,
change consumer behaviours, potentially threaten the
safety of our people and adversely impact revenue and
underlying profitability.
• Maintaining sufficient capital reserves
• Regular financial oversight and monitoring across our markets
• External advisors provide insights and guidance on
jurisdictional and market activity
• Regular liaison with clients on emerging industry and regional
trends
• Business continuity plan to respond to significant operational
events
ENVIRONMENTAL (INCLUDING CLIMATE)
• Board oversight through the Audit and Risk Committee of
Failure to support or transition to a lower carbon economy
could lead to regulatory impacts and reputational damage.
climate initiatives
• Board approved climate-related disclosures
• Risk Management framework and continuous improvement
• Carbon emissions measurement and assurance programme
• Climate roadmap to align with the Aotearoa New Zealand
Climate Standards
FILM AND CINEMA INDUSTRY DISRUPTIONS
• Board oversight through the CEO report
Reduction in content made available for theatrical release,
delays in film production, material reduction of the
theatrical window, sustained poor box office performance
resulting in reduced revenue growth for Vista Group.
• Maintaining sufficient capital reserves
• Global diversification of clients and global vs localised content
reducing exposure in a single market
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Corporate governance • 79
Engaging with investors
Investor relations
Annual Shareholders’ Meetings
Electronic communications
Vista Group is committed to open and effective
Vista Group encourages shareholders to attend
All shareholders are encouraged to provide
The Code of Ethics sets out:
communication with its shareholders by providing
ASMs and to ask questions of the Chair, Board,
comprehensive relevant information.
GSLT 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
vistagroup.co.nz/investor-centre, regular
information disclosures via the NZX and ASX
• 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;
announcement platforms, at the ASM, Investor Days
• shareholders are notified at least 20 working
and Governance Roadshows, in its Annual Reports
days prior to the ASM in accordance with NZX
and Interim Reports, and investor and analyst
Corporate Governance Code recommendation;
briefings.
and
Vista Group aims to provide clear communication
of its strategic direction, including articulating its
• shareholder voting is conducted via a poll, and
shareholders may vote in person, electronically
strategic priorities.
Investor Centre
or by proxy.
Vista Group’s 2023 ASM was held on 25 May 2023
and took place in a hybrid format (in person and
Vista Group’s dedicated Investor Centre website
online). The Notice of Meeting for the 2023 ASM
(vistagroup.co.nz/investor-centre) includes a
was released on the NZX and ASX announcement
comprehensive set of investor-related information
platforms and posted on Vista Group’s website
and data including releases on the NZX and ASX
at least 20 working days prior to the ASM in
announcement platforms, Annual Reports and
accordance with NZX Corporate Governance Code
Interim Reports, investor presentations, and
recommendation.
shareholder meeting materials.
Vista Group’s 2024 ASM will be held on 21 May
Shareholders can direct any questions and
2024 and is again expected to take place in a
comments they may have to Vista Group by
hybrid format.
contacting Vista Group’s CFO.
email 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.
• 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 GSLT are expected to lead Vista
Group according to the Code of Ethics and to
Electronic versions of Vista Group’s shareholder
ensure that the standards set out in the Code of
communications and reports are released on the
Ethics are communicated to the people who report
NZX and ASX announcement platforms and are
to them.
available at vistagroup.co.nz/investor-centre.
Vista Group's Code of Ethics
The Code of Ethics, which was adopted and is
regularly reviewed by the Board, plays a key role in
establishing the framework by which everyone at
Vista Group is expected to conduct themselves.
The Code of Ethics is not intended to prescribe an
exhaustive list of acceptable and non-acceptable
behaviour, but rather to facilitate decisions that
are consistent with Vista Group’s values, business
goals, and legal and policy obligations, thereby
enhancing performance outcomes. Directors and
employees are required to familiarise themselves
with Vista Group’s values, as they govern their
behaviour while they are engaged or employed by
Vista Group.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics is required
to report it immediately in accordance with the
policy.
Training on the Code of Ethics is delivered to all
employees through Vista Group’s online learning
management system. Training is reinforced through
regular reminders from the People and Culture team
across the business. The Code of Ethics is provided
to new employees as part of their induction
materials. A copy of the Code of Ethics can be
found at vistagroup.co.nz/investor-centre.
80
Corporate governance • 81
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 at 31 December 2023 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
Xero Limited (ASX : XRO)
Non-Executive Director
Mercury NZ Limited (NZX & ASX: MCY)
Non-Executive Director
Ryman Healthcare Ltd (NZX: RYM)
Non-Executive Director
Craigs Investment Partners
Non-Executive Director
Cris Nicolli
Playside Studios Limited (ASX: PLY)
Non-Executive Chair
Global Women
Trustee
ReadCloud Limited (ASX: RCL)
Non-Executive Chair
Peterson Mellsop Family Trust
Trustee and Beneficiary
Claudia Batten
Air New Zealand Limited (NZX:AIR)
Non-Executive Director
Serko Limited (NZX : SKO)
Non-Executive Chair
Kadasig Aid & Development (Not For Profit Charity)
Treasurer
Nicolli Holdings Pty Ltd (Family Investment)
Director
Nicolli Family Superannuation Fund
Trustee
Wonderful Investments Limited
Director and Shareholder
Kirk Senior
Outpost Central Ltd (trading as Wildeye)
Consultant
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
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
82
Corporate governance • 83
Directors’ disclosures
Other disclosures
Directors’ and officers’ indemnities
and insurance
Stock exchange listings
Takeover offer protocol
Donations and lobbying
Vista Group’s ordinary shares are listed and quoted
Vista Group’s Board has adopted a Takeover
Vista Group made donations of $21,000 during the
In accordance with section 162 of the Companies
on the NZX and on the ASX (as an ASX Foreign
Response Manual that provides a comprehensive
2023 financial year (2022: $135,000).
Registration as a foreign company
Vista Group, that could reasonably influence the
Vista Group has published a statement setting out
Act 1993 and the constitution, Vista Group
Exempt Listing).
indemnifies the directors in relation to potential
liabilities and costs they may incur for acts or
Waivers from NZX or ASX
omissions in their capacity as directors. Vista Group
Vista Group did not apply for, was not granted, and
also maintains directors’ and officers’ liability
did not rely on, any waivers from the NZX or ASX
insurance that covers risks normally covered by
during the year ended 31 December 2023.
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 at 31 January
2024 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson
122,271
0.052%
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 2023.
Vista Group has registered with the Australian
Securities and Investments Commission as a foreign
company and has been issued with the Australian
Registered Body Number of 600 417 203.
ASX disclosures
Vista Group holds a foreign exempt listing on the
Claudia Batten
–
–
ASX. As a requirement of admission Vista Group
Murray Holdaway
6,786,000
James Miller
Cris Nicolli
Kirk Senior
74,500
87,152
861,936
2.872%
0.032%
0.037%
0.365%
Directors’ Vista Group share dealings
During 2023, 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.
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).
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
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
2023.
process. The Takeover Response Manual provides
Vista Group does not make any expenditures
for the establishment of a response committee to
for lobbying purposes and did not make any
take all necessary actions in respect of a takeover
expenditures for lobbying purposes during the year
offer. The response committee is comprised of
ended 31 December 2023.
Independent Directors, excluding any director
that has a direct or indirect relationship, including
with the bidder or any significant shareholder in
Modern slavery and human trafficking
statement
director’s decision making in respect of the
takeover offer.
Dividends
the steps it has taken during the 2023 financial year,
and the actions it will take during the 2024 financial
year, to identify and mitigate potential modern
slavery and human trafficking risks related to its
Vista Group is currently investing in the cloud-based
business and in its supply chains. The statement is
platform with free cash flows for either investment
available at vistagroup.co.nz/investor-centre.
or dividends only expected from 2025.
Credit rating
Subsidiary companies
The directors of subsidiaries of Vista Group at
At the date of this Annual Report, Vista Group does
31 December 2023 are listed in the table set out
not have a credit rating.
at page 136.
Net tangible assets
Vista Group’s net tangible assets per share
(excluding treasury stock) at 31 December 2023 was
$0.00550281 (2022: $0.08662386).
84
Corporate governance • 85
Shareholder information
Twenty largest shareholders
Analysis of shareholdings at 31 January 2024
Vista Group’s 20 largest shareholders and their shareholdings at 31 January 2024 are set out in the
table below:
RANK
REGISTER
NAME OF TOP 20 SHAREHOLDERS
NZL
Tea Custodians Limited1
AUS
Citicorp Nominees Pty Limited
NZL
Bnp Paribas Nominees NZ Limited Bpss401
AUS
J P Morgan Nominees Australia Pty Limited
NZL
Accident Compensation Corporation1
NZL
HSBC Nominees (New Zealand) Limited1
AUS
HSBC Custody Nominees (Australia) Limited
NZL
New Zealand Superannuation Fund Nominees Limited1
NZL
Custodial Services Limited
NUMBER OF
SHARES
% OF
ISSUED
SHARES
40,799,338
17.27%
25,492,238
10.79%
16,492,193
6.98%
15,225,441
6.44%
11,399,941
4.83%
11,125,061
4.71%
9,834,556
4.16%
9,585,052
4.06%
7,356,850
3.11%
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 %
1,000
1,251
421
404
65
69
503,103
3,270,522
3,140,991
8,330,123
4,466,613
216,531,690
3,210
236,243,042
0.21%
1.38%
1.33%
3.53%
1.89%
91.66%
100.00%
Substantial Product Holdings
According to notices given under the Financial Markets Conduct Act 2013, the following persons were
Substantial Product Holders in Vista Group ordinary shares at 31 December 2023 in respect of the number
NZL
Brian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis
7,049,065
2.98%
of voting securities set opposite their names:
NZL
Murray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald
6,786,000
2.87%
NAME OF SUBSTANTIAL PRODUCT HOLDER
NUMBER OF SHARES
% OF ISSUED SHARES
NZL
New Zealand Depository Nominee
AUS
Mirrabooka Investments Limited
NZL
Hobson Wealth Custodian Limited
NZL
Pt Booster Investments Nominees Limited
6,302,639
2.67%
4,452,426
1.88%
3,960,900
1.68%
3,702,508
1.57%
Fisher Funds Management Limited
Spheria Asset Management Pty Ltd
FIL Limited
Pinnacle Investment Management Group Limited
34,805,332
32,466,361
21,163,635
12,226,076
14.73%
13.74%
8.96%
5.18%
NZL
Bruce Alexander Wighton & Marianne Bachler & Wighton Bachler Trustee Limited
3,668,995
1.55%
On 12 January 2024, FIL Limited announced that it had reduced its holding in Vista Group to 17,691,949
AUS
Bnp Paribas Noms Pty Ltd
2,928,403
1.24%
ordinary shares.
NZL
Gregory James Trounson & Donald Mackenzie Gibson & Kathryn Mary Lee Trounson
2,763,883
1.17%
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
NZL
Kimbal Harrison Riley
20
NZL
JPMORGAN Chase Bank1
Total of top 20 shareholders
Total shares on issue
1,852,665
0.78%
1,774,079
0.75%
192,552,233
81.51%
236,243,042
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.
86
Corporate governance • 87
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;
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
– adopt, revoke, or alter the constitution;
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
Rules) that if, at the end of three months after the
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.
– approve a major transaction (as that term is
defined in the Companies Act 1993);
– approve the amalgamation of Vista Group
under section 221 of the Companies Act 1993;
or
– place Vista Group into liquidation.
• receive an equal share in any distribution,
including dividends, if any, authorised by the
Board and declared and paid by Vista Group in
respect of that share;
• 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 vistagroup.co.nz provides
information regarding Vista Group, its Board,
CEO, GSLT 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.
88
Corporate governance • 89
NZX Corporate Governance Code
The following table sets out where the relevant principles and recommendations in the NZX Corporate Governance
Code are addressed in this Annual Report.
PRINCIPLE / RECOMMENDATION
SECTION TITLE
LOCATION
PRINCIPLE / RECOMMENDATION
SECTION TITLE
LOCATION
1.1 Code of ethics
Vista Group's Code of Ethics
Page 81
4.1 Continuous disclosure policy
The Continuous Disclosure Policy is available at vistagroup.co.nz/investor-centre.
PRINCIPLE 1 – ETHICAL STANDARDS
PRINCIPLE 4 – REPORTING & DISCLOSURE
1.2 Financial product dealing policy
The Code of Ethics is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
The Share Trading Policy is available at
vistagroup.co.nz/investor-centre.
2.1 Board charter
Board structure
Page 65
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
The Corporate Governance Code is available at
vistagroup.co.nz/investor-centre.
2.2 Board appointment and nomination
Selection, nomination and appointment
2.3 Director agreements
Selection, nomination and appointment
2.4
Board composition and characteristics
(a) Director profiles, tenure and
ownership interests
(b) Director meeting attendance
Board skills matrix
Tenure
2023 governance calendar and
attendance
(c) Director independence
Independence and conflicts
2.5 Diversity policy
Diversity and inclusion policy
Page 70
Page 70
Page 65
Page 66
Page 72
Page 71
Page 68
Page 76
2.6 Director training
Induction and development
2.7 Director performance
Reviewing performance
2.8 Majority independent directors
Independence and conflicts
2.9 Independent chair
Independence and conflicts
2.10 Chair / CEO separation
Independence and conflicts
3.1 Audit committee
PRINCIPLE 3 – BOARD COMMITTEE
Board committees
Committee charters
3.2 Attendance at audit committee by
employees by invitation
2023 governance calendar and
attendance
3.3 Remuneration committee
3.4 Nomination committee
Board committees
Committee charters
Board committees
Committee charters
The Diversity & Inclusion Policy is available at
vistagroup.co.nz/investor-centre.
Page 70
Page 72
Page 68
Page 68
Page 68
Page 73
The ARC Charter is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
Page 71
Page 73
The NRC Charter is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
Page 73
The NRC Charter is available within the
Corporate Governance Code & Appendices at
vistagroup.co.nz/investor-centre.
Vista Group does not have a separate Nominations Committee, or a separate Remuneration
Committee. See the “Board committees” section on page 73 of this report for a full explanation of
this exception.
3.5 Other standing committees
Board committees
2023 governance calendar and
attendance
3.6 Takeover protocol
Takeover offer protocol
Page 73
Page 71
Page 85
4.2 Code of ethics, charters and
policies on website
4.3 Balanced, clear and objective
financial reporting
4.4 Non-financial disclosure
The Code of Ethics, Board and Committee Charters and related policies are available within the
Corporate Governance Code & Appendices at vistagroup.co.nz/investor-centre.
The Financial Statements set out on pages 92 – 138.
The Climate-related Financial Disclosures Report is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 5 – REMUNERATION
5.1 Director remuneration policy
2023 director remuneration
Page 61
The Directors Remuneration Policy is available
within the Corporate Governance Code &
Appendices at
vistagroup.co.nz/investor-centre.
5.2 Executive remuneration policy
Executive appointment and remuneration
Page 50
5.3 CEO remuneration
Breakdown of CEO pay for performance
(2023)
CEO remuneration
PRINCIPLE 6 – RISK MANAGEMENT
6.1 Risk management
Risk management
Page 55
Page 56
Page 77
The Risk & Compliance Framework Summary is
available at
vistagroup.co.nz/investor-centre.
6.2 Health and safety risks
Risk management
PRINCIPLE 7 – AUDITORS
7.1 Audit framework
External audit policy
Page 77
Page 74
The External Audit Policy is available within the
Corporate Governance Code which is available at
vistagroup.co.nz/investor-centre.
7.2 External auditor attends annual
meeting
7.3 Internal audit
Audit plan and role of the external auditor
Page 74
Audit conflict safeguard and resolution
process
Page 74
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
8.1 Investor website
Investor Centre
Page 80
8.2 Shareholder communications
Electronic communications
8.3 Right to vote
8.4 Pro rata offers
Rights and privileges
Available at
vistagroup.co.nz/investor-centre.
Page 81
Page 88
N/A during the reporting period
8.5 Notice of meeting
Annual Shareholders’ Meetings
Page 80
90
Corporate governance • 91
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 2023 and the independent
position of Vista Group at 31 December 2023
auditor’s report.
and the results of Vista Group’s operations
The Directors are responsible, on behalf of the
Company, for presenting these consolidated
For and on behalf of the Board of Directors
financial statements in accordance with
who approved these financial statements for
applicable New Zealand legislation and
issue on 27 February 2024.
and cash flows for the year.
Generally Acceptable Accounting Practices
(NZ GAAP) in New Zealand in order to present
Susan Peterson
Chair
James Miller
Chair, Audit and Risk Committee
92
Financial statements • 93
Statement of other comprehensive income
For the year ended 31 December 2023
Items that may be reclassified subsequently to the income statement1
Translation of foreign operations
0.7
2.3
SECTION
2023
NZ$m
2022
NZ$m
Items that will not be reclassified to the income statement
Excess income tax expense on share-based payments
6.1
Total other comprehensive income
Loss for the year
Total comprehensive loss for the year
Total comprehensive loss for the year is attributable to:
Owners of the parent
Non-controlling interests
Total comprehensive loss for the year
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
(0.2)
0.5
(13.6)
(13.1)
(13.4)
0.3
(13.1)
(0.4)
1.9
(20.9)
(19.0)
(19.7)
0.7
(19.0)
Income statement
For the year ended 31 December 2023
CONTINUING OPERATIONS
Total revenue
Cost to serve
Gross profit
Sales and marketing costs
Research and development costs
General and administration costs
Foreign currency gains
Total operating expenses
EBITDA1
Amortisation
Depreciation
Finance costs
Finance income
Share of equity accounted loss from associate
Other gains and losses
Loss before tax
Taxation benefit
Loss for the year
Loss for the year is attributable to:
Owners of the parent
Non-controlling interests
Loss for the year
SECTION
2.1, 2.2
2.3
2.3
2.3
2.3
2.2
4.5
4.2, 4.7
2.3
5.1
2023
NZ$m
143.0
(53.3)
89.7
(15.3)
(28.4)
(32.8)
0.1
(76.4)
13.3
(13.0)
(6.9)
(2.7)
1.0
-
(9.2)
(17.5)
3.9
(13.6)
(13.9)
0.3
(13.6)
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)
Basic and diluted earnings per share (dollars)
6.2
($0.06)
($0.09)
1 EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, “other gains and losses” (see section 2.3) and share
of equity accounted results from associates.
94
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.
Financial statements • 95
Statement of changes in equity
For the year ended 31 December 2023
Statement of financial position
As at 31 December 2023
CONTRIBUTED
EQUITY
RETAINED
EARNINGS
FOREIGN
CURRENCY
RESERVE
SHARE-
BASED
PAYMENT
RESERVE
TOTAL EQUITY
ATTRIBUTABLE
TO OWNERS
NON-
CONTROLLING
INTERESTS
TOTAL
EQUITY
2023
SECTION
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
Balance at 1 January 2023
135.0
1.9
3.8
5.3
146.0
2.0
148.0
Total comprehensive income movement:
Loss for the year
-
(13.9)
Other comprehensive (loss) / income1
(0.2)
-
Total comprehensive (loss) / income
(0.2)
(13.9)
-
0.7
0.7
-
-
-
(13.9)
0.5
0.3
(13.6)
-
0.5
(13.4)
0.3
(13.1)
Transactions with owners:
Share-based payments
6.1, 6.5
Dividends paid
5.7
-
-
-
-
-
(2.5)
-
3.2
-
-
(0.8)
3.2
(0.8)
Balance at 31 December 2023
140.5
(12.0)
4.5
2.8
135.8
1.5
137.3
2022
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
Share-based payments
6.1, 6.5
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
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
Income tax receivable
Total current assets
NON-CURRENT ASSETS
Contract assets
Property, plant and equipment
Lease assets
Net investment in sublease
Goodwill
Other intangible assets
Deferred tax asset
Total non-current assets
Total assets
CURRENT LIABILITIES
Borrowings
Trade and other payables
Lease liabilities
Deferred revenue
Provisions
Contingent consideration
Income tax payable
Total current liabilities
NON-CURRENT LIABILITIES
Borrowings
Lease liabilities
Deferred revenue
Provisions
Contingent consideration
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
For, and on behalf of, the Board who approved these
financial statements for issue on 27 February 2024.
96
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.
SECTION
4.1
4.1
4.1
4.2
4.7
4.8
4.4
4.5
5.2
3.2
4.6
4.7
4.9
4.10
4.11
3.2
4.7
4.9
4.10
4.11
5.2
6.1
6.4
6.5
2023
NZ$m
28.5
38.4
4.1
0.4
71.4
0.5
3.2
8.7
-
57.7
54.8
24.1
149.0
220.4
1.0
22.3
5.5
26.7
1.2
0.5
0.1
57.3
17.6
7.0
0.5
0.1
-
0.6
25.8
83.1
137.3
140.5
(12.0)
4.5
2.8
135.8
1.5
137.3
2022
NZ$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
0.6
1.4
0.4
54.1
17.6
13.3
0.4
0.1
1.5
0.1
33.0
87.1
148.0
135.0
1.9
3.8
5.3
146.0
2.0
148.0
Susan Peterson
Chair
James Miller
Chair, Audit and Risk Committee
Financial statements • 97
Statement of cashflows
For the year ended 31 December 2023
CASHFLOWS FROM OPERATING ACTIVITIES
Receipts from clients
Payments to suppliers and employees
SECTION
Payments associated with the business transformation and CEO transition
2.3
Taxes received
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
Contingent consideration paid
Retriever acquisition, net of cash acquired
Net cash applied to investing activities
CASHFLOWS FROM FINANCING ACTIVITIES
Lease payments - principal elements
Loan drawdown - RDTI loan
Loan repayment - related parties
Dividends 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
3.1
4.2
4.5
4.11
4.7
3.2
3.2
2023
NZ$m
149.2
(132.8)
(5.0)
0.1
(2.5)
9.0
(0.8)
(19.5)
1.1
(1.3)
-
(20.5)
(5.3)
0.5
(0.1)
(0.8)
(5.7)
(17.2)
46.0
(0.3)
28.5
2022
NZ$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
Notes to the financial statements
1. Basis of preparation
General information
The notes are consolidated into eight sections. Each section contains an introduction which is indicated by the symbol on the
left. The first section outlines general information about Vista Group International Limited (the Company and its subsidiaries,
collectively Vista Group) and guidance on how to navigate through this document.
Material accounting policies
Material 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. Various
accounting policies disclosed in the prior year financial statements have been removed from this document, as they are not
deemed material to the reader of these financial statements. Accounting policies are identified by the symbol above.
Significant accounting judgements and sources of estimation uncertainty
Significant accounting judgements are those judgements that Vista Group makes when applying its accounting policies that may
have a significant effect on amounts that are recognised in these financial statements.
Significant sources of estimation uncertainty relate to assumptions and estimates made at the end of the current reporting year
that have a risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
In applying its accounting policies, Vista Group continually evaluates judgements and estimates based on experience and other
factors, including expectations of future events that may have an impact on Vista Group. All judgements and estimates made are
believed to be reasonable, based on the most current set of circumstances available to Vista Group. Actual results may differ from
the judgements and estimates applied.
Significant accounting judgements and estimates made by Vista Group in the preparation of these financial statements are
outlined within the following financial statement notes:
Section 2.3
Recognition of Government grants
Section 4.1
Revenue and expected credit loss (ECL) provisioning
Section 4.4 & 4.5
Impairment testing of goodwill and intangible assets
Section 4.5
Capitalisation of development costs
Section 5.2
Recognition of deferred tax assets
Recognition of Government grants has been included as a significant judgement in 2023 due to a US$2.0m claim from the US
Government associated to wage costs incurred during the pandemic. While Vista Group believes it is eligible to make this claim,
due to its complexity and various procedural factors, Vista Group applied judgement by not recognising this grant in the 2023
financial year.
Impairment testing of associate companies is no longer classified as a significant source of estimation uncertainty as Vista Group
has continued to recognise a nil carrying value to Vista China.
The carrying amount of net investment in sublease is no longer classified as a significant source of estimation uncertainty as there
were no sublease arrangements in place at 31 December 2023.
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 27 February 2024.
98
The above statement should be read in conjunction with the accompanying notes.
Notes to the financial statements • 99
1.2 Summary of material accounting policies
Basis of preparation
The financial statements of Vista Group have been prepared in accordance with Generally Accepted Accounting Practice in New
Zealand (NZ GAAP). Vista Group is a for-profit entity for the purposes of complying with NZ GAAP. The financial statements
comply with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS), other New Zealand financial
reporting standards and authoritative notices that are applicable to entities that apply NZ IFRS. The financial statements also
comply with International Financial Reporting Standards (IFRS Accounting Standards) and interpretations issued by the IFRS
Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS Accounting Standards.
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 2023. 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.
Impact of climate-related matters on these financial statements
Vista Group continues to assess the impact of climate change on its business along with plans to set targets and to reduce its
emissions. The current commitments made by Vista Group are detailed within the 2022 Climate-related Financial Disclosures
Report, located at vistagroup.co.nz/investor-centre. The main emission commitments include:
1.
Setting reduction targets for Scope 2 and selected Scope 3 operational emission categories;
2.
Measuring and setting reduction targets across remaining Scope 3 operational emission categories; and
3. Reducing Scope 2 and 3 operational emissions in line with science-aligned targets.
When preparing these financial statements, Vista Group determined there were no material impacts from climate-related matters
on the financial statements, including sources of estimation uncertainty or significant judgements.
New IFRS accounting standards
Certain new IFRS accounting standards and interpretations have been published that are not mandatory for the 31 December
2023 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.
No new or amended standards and interpretations have been adopted in the 2023 financial year that have a material impact on
Vista Group.
2. Financial performance
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
2023
2022
NZ$m
45.9
78.1
124.0
4.5
3.7
10.2
0.6
19.0
143.0
%
87%
13%
100%
NZ$m
38.4
73.9
112.3
6.3
6.2
10.0
0.3
22.8
135.1
%
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 classification 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.
100
Notes to the financial statements • 101
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
client.
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 client
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.
102
Notes to the financial statements • 103
2.2 Operating segments
Current operating segments
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 Retriever client contracts acquired in 2022,
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’s CEO.
Vista Group’s CEO is 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 during the 2023 financial year.
Future operating segments
Reports regularly reviewed by the CODM to make strategic decisions will change in the 2024 financial year to align to the newly
transformed business. The operating segments will therefore change to as follows.
• Cinema segment: Software products predominantly sold to the cinema industry, including Vista Cinema, Veezi, Share
Dimension and movieXchange (each previously included within the old Cinema segment), and also includes Movio Classic and
Movio Cinema EQ (previously included within the Movio segment).
• Film segment: Software products predominantly sold to film studios and distributors, including Maccs and Numero (both being
box office reporting software products), Movio Research and Movio Media (each previously included within the old Movio
segment), Powster and Flicks.
Unaudited future operating segmental results which contain historical comparative values will be published on Vista Group’s
investor website vistagroup.co.nz/investor-centre shortly after these financial statements have been published.
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.
See section 2.1 for definitions of recurring revenue, non-recurring revenue, SaaS revenue and non-SaaS revenue.
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.
Current operating segment performance1
2023
SaaS revenue
Non-SaaS revenue
Recurring revenue
Non-recurring revenue
Total revenue
Cost to serve
Hardware cost of sales
Gross profit
Gross profit %2
Sales and marketing costs
Research and development costs
General and administration costs
Movement in ECL provision through P&L3
Foreign currency gains / (losses)
EBITDA2
EBITDA margin2
2022
SaaS revenue
Non-SaaS revenue
Recurring revenue
Non-recurring revenue
Total revenue
Cost to serve
Hardware cost of sales
Gross profit
Gross profit %2
Sales and marketing costs
Research and development costs
General and administration costs
Movement in ECL provision through P&L3
Foreign currency (losses) / gains
EBITDA2
EBITDA margin2
CINEMA
NZ$m
MOVIO
NZ$m
AGC
NZ$m
CORPORATE
NZ$m
TOTAL
NZ$m
% OF
REVENUE
20.2
63.3
83.5
14.2
97.7
(35.8)
(2.6)
59.3
61%
(10.3)
(19.7)
(9.5)
0.4
0.4
20.6
21%
14.2
61.6
75.8
17.7
93.5
(31.5)
(4.7)
57.3
61%
(9.0)
(19.7)
(10.2)
1.0
(0.1)
19.3
21%
17.2
1.0
18.2
1.1
19.3
(6.1)
-
13.2
68%
(2.7)
(3.5)
(2.0)
0.1
(0.1)
5.0
26%
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%
8.5
13.8
22.3
3.7
26.0
(8.8)
-
17.2
66%
(2.3)
(5.2)
(6.4)
0.2
(0.2)
3.3
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%
-
-
-
-
-
-
-
-
-
-
(15.6)
-
-
(15.6)
-
-
-
-
-
-
-
-
(0.2)
-
(15.5)
-
-
(15.7)
45.9
78.1
124.0
19.0
143.0
(50.7)
(2.6)
89.7
63%
(15.3)
(28.4)
(33.5)
0.7
0.1
13.3
9%
38.4
73.9
112.3
22.8
135.1
(45.9)
(4.7)
84.5
63%
(14.3)
(27.6)
(33.6)
1.0
0.6
10.6
8%
35%
11%
20%
23%
34%
11%
20%
25%
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 on page 104. Gross profit % and EBITDA margin are calculated as gross profit over total revenue and EBITDA over
total revenue, respectively.
3 The movement in ECL provision through P&L represents the reduction in the prior year ECL provision which has been recognised in the income statement, as the associated cash
has either been received, or is now considered highly probable to be received. This value is reported in section 4.1.
104
Notes to the financial statements • 105
Revenue by domicile of entity
Total cost to serve and operating expenses
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 jurisdictions based on the location of the transacting Vista Group entity.
New Zealand
United States
United Kingdom
Mexico
Other1
Total revenue
SECTION
2023
NZ$m
26.3
51.8
38.3
12.5
14.1
2022
NZ$m
27.6
50.8
34.2
10.9
11.6
2.1
143.0
135.1
1 The other category includes entities in Australia, Brazil, 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
2023
NZ$m
69.3
20.7
8.5
12.3
14.1
2022
NZ$m
65.3
26.4
10.2
12.4
14.4
124.9
128.7
1 The other category includes entities in Australia, Brazil, Malaysia, Netherlands, Romania and South Africa.
2 As required by NZ IFRS 8, non-current operating assets in the table above exclude deferred tax assets.
2.3 Expenses and other income
Total cost to serve and operating expenses
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.
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 sales
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
Group auditor remuneration
Other operating expenses
SECTION
6.5
4.5
2.3
4.1
4.1
2.3
2023
NZ$m
15.6
2.6
90.9
3.2
9.7
(18.7)
(0.6)
6.1
2.0
2.5
(2.3)
1.6
(0.1)
0.6
16.6
2022
NZ$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
Total cost to serve and operating expenses
129.7
124.5
Government grants (significant accounting judgement)
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 $0.6m (2022: $0.2m). Details of these grants
are as follows:
• Employee Retention Credit (ERC): Vista Group has made an ERC claim with the US Government which could refund up to
US$2.0m of wage costs incurred during the pandemic. While Vista Group believes it is eligible to make this claim, due to its
complexity and various procedural factors, Vista Group applied judgement when determining reasonable assurance will only
likely be achieved when the claim has been accepted, meaning no ERC claim was recognised in the 2023 financial year.
• Research & development grants: Vista Group recognised $1.8m of Government grants associated to the New Zealand Research
& Development Tax Incentive (RDTI) (2022: $nil). The amount recognised on the income statement was $0.4m (2022: $nil) and
the amount recognised as an offset to capitalised intangible asset costs was $1.4m (2022: $nil). Vista Group determines claims
under the RDTI are reasonably probable when a general approval has been approved by the Inland Revenue.
Auditor’s remuneration
Included within general and administration costs are the following costs paid to Vista Group’s auditor, PwC:
• Audit services: For the audit and review of Vista Group’s financial statements $0.6m (2022: $0.5m).
• Non-audit services relating to advisory services: Workshop facilitation in relation to sustainability and climate change strategy
and reporting $5k (2022: $33k).
Fees paid to other audit firms for the audit of local subsidiary financial statements was less than $0.1m (2022: less than $0.1m).
The non-audit services provided by these firms total $0.9m and were all provided to Vista Group entities not audited by these
firms (2022: $0.6m).
106
Notes to the financial statements • 107
Other gains and losses
‘Other gains and losses’ are excluded from operating expenses and EBITDA because they result from non-cash activities, or are
not derived in the ordinary course of business. They have been disclosed separately in order to improve a reader’s understanding
of the financial statements.
Acquisition expenses
Business transformation costs
CEO transition costs
Fair value movements on contingent consideration
Impairment charges - Contract assets
Impairment charges - Internally generated software
Impairment charges - Retriever client contracts
Impairment reversal / (charges) - Sublease asset
Impairment charges - Vista China intangibles
Impairment charges - Vista China investment
Total other gains and losses
SECTION
4.11
4.1
4.5
4.5
4.8
4.5
4.3
2023
NZ$m
-
(5.4)
(1.1)
1.1
(0.2)
(1.8)
(2.4)
0.6
-
-
(9.2)
2022
NZ$m
(0.2)
-
-
-
-
-
-
(1.5)
(1.3)
(8.9)
(11.9)
• Business transformation costs: On 6 July 2023, Vista Group announced it had begun consultation with its people around
a proposed business transformation designed to streamline operations into a single business approach and reduce the
global workforce by 6-8%. These costs are considered unusual as they are non-recurring in nature and have been presented
separately to ensure the reader can better project future cashflows. Included within business transformation costs is $4.5m
of payments made (or expected to be made) to employees after their role was disestablished; $0.6m of other directly related
project costs; and a $0.3m provision for office move costs.
• CEO transition costs: To help facilitate a seamless CEO transition where momentum has been maintained, Vista Group’s Board
agreed to a cross-over consulting arrangement with the incoming and departing CEOs. These incremental costs have been
presented separately to ensure the reader can better project future cashflows.
• Impairment charges: These have been presented separately within other gains and losses as they generally relate to fair value
movements or are non-cash related. More detail on each is provided within the identified section.
The total cash outflow relating to the business transformation and CEO transition total $5.0m. A further $1.0m is expected to be
settled in cash and $0.5m through share awards, both in the 2024 financial year.
3. Cash flows and borrowings
This section outlines further details of Vista Group’s cash flows and liquidity.
3.1 Cash flows
Reconciliation of net profit to operating cash flows
Loss for the year
Non-cash items:
Amortisation
Depreciation
Impairment charges
Fair value movements in contingent consideration
Share-based payment expense
Deferred tax benefit
Non-cash finance charges
Share of equity accounted loss from associate
Unrealised foreign currency gains
Movement in ECL provision and bad debts through the
income statement
Movement in revenue provision - concession discounts
Movement in revenue provision - credit risk
Movement in other provisions
Net non-cash items
Movements in working capital:
Decrease in related party trade and other payables
Decrease / (increase) in related party trade and other receivables,
net of deferred revenue
(Decrease) / increase in trade and other payables, including
contingent consideration
Decrease in trade and other receivables, net of deferred revenue
Decrease in net taxation receivable
Net change in working capital
Net cash inflow from operating activities
SECTION
4.5
4.2, 4.7
2.3
2.3
6.5
5.1
4.1
4.1
4.1
4.10
2023
NZ$m
(13.6)
2022
NZ$m
(20.9)
13.0
6.9
3.8
(1.1)
3.2
(6.0)
0.2
-
(0.2)
(2.3)
(0.8)
(4.1)
0.6
13.2
(0.4)
1.4
(2.8)
10.5
0.7
9.4
9.0
11.5
5.7
11.7
-
4.5
(4.4)
0.2
2.7
(1.8)
(1.0)
(0.6)
(3.8)
(0.4)
24.3
(0.8)
(1.5)
8.2
2.0
1.1
9.0
12.4
108
Notes to the financial statements • 109
3.2 Borrowings
4. Assets and liabilities
Borrowings are initially recognised at fair value less directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest method. Borrowing costs are expensed as incurred.
This section outlines further details of Vista Group’s financial performance by building on information presented in the statement
of financial position.
Carrying amount of borrowings
Balance at 1 January
Repayments during the year
Drawdowns during the year
Movement in foreign exchange
Total borrowings at year end
Represented by:
Current portion
Non-current portion
Total borrowings at year end
Summary of debt facilities
FACILITY PROVIDER
REASON FOR LOAN
EXPIRY DATE
CURRENT
LIMIT
NZ$m
2023
NZ$m
18.1
(0.1)
0.5
0.1
18.6
1.0
17.6
18.6
2022
NZ$m
16.8
(0.1)
-
1.4
18.1
0.5
17.6
18.1
INTEREST RATE
DEBT DRAWN (NZ$m)
4.1 Trade and other receivables
Carrying amount of trade and other receivables
Trade receivables
Sundry receivables
Prepayments
Total trade and other receivables
2023
NZ$m
31.5
2.2
4.7
38.4
2022
NZ$m
31.6
1.2
3.6
36.4
No balances relating to Vista China are included within trade receivables (2022: $1.4m, which was fully provisioned). See section
8.1 for further details of Vista China related party transactions.
Contract assets
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.
2023
2022
2023
2022
The movement in contract assets during the year was as follows:
ASB - revolving credit
General commercial /
Future acquisitions
Jan 2026
40.0
7.43%
6.96%
17.6
17.6
ASB - overdraft
Working capital
On demand
2.0
10.13%
Related parties
Working capital
On demand
NZ Government
- RDTI loan
Government grants
Dec 2024
0.5
0.5
4.00%
-
8.73%
4.00%
-
-
0.5
0.5
-
0.5
-
Total borrowings at year end
18.6
18.1
ASB facilities
A line fee of 1.45% is also paid on the credit limit of the ASB revolving credit facility.
ASB facilities are secured by an interest in Vista Group's tangible assets and are not linked to any climate-related targets. 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.
Other borrowings
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. Cash repayments of $0.1m were made to the co-shareholder in both the current and prior year.
The New Zealand Government have provided a $0.5m RDTI loan during the year which is linked to the RDTI Government grant
(see section 2.3). This loan is interest free and repayable when the RDTI claim has been processed.
Balance at 1 January
Amounts included in opening balance released in the current year
Additional contract assets recognised during the year
Impairment charges
Exchange movements
Contract assets at year end
Represented by:
Current portion
Non-current portion
Contract assets at year end
SECTION
2.3
2023
NZ$m
5.3
(4.5)
3.8
(0.2)
0.2
4.6
4.1
0.5
4.6
2022
NZ$m
4.6
(4.5)
4.9
-
0.3
5.3
4.9
0.4
5.3
110
Notes to the financial statements • 111
Revenue provisioning (significant estimation uncertainty)
The movement in the ECL provision during the year was as follows:
During the pandemic period, Vista Group was required to assess its trade receivable and contract asset balances for revenue
related provisions as follows:
• Credit risk provision: During the initial impact of the pandemic (March 2020 to June 2021), Vista Group applied ‘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.
All receivables relating to this period, but still on balance sheet at 31 December 2023 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.
Trade receivable and contract asset balances relating to the post-pandemic period do not require significant credit risk
provisioning, and concession discounts are less common with $nil recognised at 31 December 2023 (2022: $0.8m).
Included within total revenue is $3.1m relating to a reversal of prior period revenue provisioning, where the performance
obligations were performed in a prior period (2022: $0.4m).
ECL provisioning (significant estimation uncertainty)
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.
Vista Group applied additional judgement in determining the ECL provision:
• 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 caution while the cinema industry was recovering by prudently including an
additional 10% insolvency risk ECL provision to all Cinema or Movio segment clients.
At 31 December 2023, Vista Group determined no additional insolvency risk ECL provision was required due to observations
around the cinema industry, and strong collections from clients in 2023.
• 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).
Balance at 1 January
Bad debts written off
Movement in provision through the income statement
Movement in provision through deferred revenue
Exchange differences
ECL provision at year end
2023
NZ$m
4.4
(1.6)
(0.7)
(0.7)
0.1
1.5
The table below illustrates how the carrying value of the ECL has been derived:
2023
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$m
33.2
0.1
-
0.1
0.2
0.2
0.4
91-180
DAYS
NZ$m
181-270
DAYS
NZ$m
271-360
DAYS
NZ$m
2.6
0.8
0.3
-
-
-
-
0.3
0.3
-
-
-
-
0.1
0.1
-
-
-
-
0.1
0.1
361+
DAYS
NZ$m
0.7
-
-
-
-
0.6
0.6
2022
NZ$m
4.6
(0.6)
(0.4)
-
0.8
4.4
TOTAL
NZ$m
37.6
0.1
-
0.1
0.2
1.3
1.5
General provision effective rate
0.6%
0.0%
0.0%
0.0%
0.0%
0.5%
2022
Net trade receivables and contract assets1
Baseline
Aging, write offs and collection
Country, client and market
ECL - general provision
ECL - specific provision
Total ECL provision
30.4
0.4
-
0.1
0.5
1.5
2.0
4.1
0.1
-
-
0.1
0.5
0.6
3.1
0.1
0.1
-
0.2
0.5
0.7
2.0
-
-
-
-
0.1
0.1
1.7
-
0.1
-
0.1
0.9
1.0
41.3
0.6
0.2
0.1
0.9
3.5
4.4
General provision effective rate
1.6%
2.4%
6.5%
0.0%
5.9%
2.2%
1 Net trade receivables and contract assets have been adjusted for the impact of concession discounts and credit risk provisioning.
Total revenue and ECL provisioning
The below table highlights the proportion of total provisioning made against trade receivables and contract assets. Vista Group
believes that cumulative ECL and revenue provisions of 6.5% was a reasonable level to provide against trade receivables and
contract assets.
Trade receivables and contract assets
Revenue provision - concession discounts
Revenue provision - credit risk
ECL provision
Total provisioning
Total provisioning effective rate
2023
NZ$m
38.6
-
1.0
1.5
2.5
6.5%
2022
NZ$m
47.2
0.8
5.1
4.4
10.3
21.8%
112
Notes to the financial statements • 113
4.2 Property, plant and equipment
Carrying amount of property, plant and equipment
2023
Gross carrying amount
Balance at 1 January
Additions
Disposals
Balance at year end
Accumulated depreciation
Balance at 1 January
Current year depreciation
Disposals
Exchange differences
Balance at year end
Property, plant and equipment at 31 December 2023
2022
Gross carrying amount
Balance at 1 January
Additions
Disposals
Exchange differences
Balance at year end
Accumulated depreciation
Balance at 1 January
Current year depreciation
Disposals
Exchange differences
Balance at year end
Property, plant and equipment at 31 December 2022
Depreciation on assets is charged on a straight-line basis as follows:
• Fixtures and fittings: 3 to 14 years, or the term of any associated property lease.
• Computer equipment: 1.5 to 5 years.
FIXTURES
& FITTINGS
NZ$m
COMPUTER
EQUIPMENT
NZ$m
5.0
0.1
(0.6)
4.5
(2.4)
(0.7)
0.6
(0.1)
(2.6)
1.9
5.3
-
(0.5)
0.2
5.0
(2.3)
(0.5)
0.5
(0.1)
(2.4)
2.6
3.4
0.7
(0.6)
3.5
(1.3)
(1.5)
0.6
-
(2.2)
1.3
2.3
2.1
(1.2)
0.2
3.4
(1.3)
(1.2)
1.1
0.1
(1.3)
2.1
TOTAL
NZ$m
8.4
0.8
(1.2)
8.0
(3.7)
(2.2)
1.2
(0.1)
(4.8)
3.2
7.6
2.1
(1.7)
0.4
8.4
(3.6)
(1.7)
1.6
-
(3.7)
4.7
4.3 Investment in associates
Associates are entities which Vista Group has significant influence but does not have 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 IFRS accounting standards 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
2023 HOLDING %
2022 HOLDING %
Vista Entertainment Solutions
(Shanghai) Limited (Vista China)
Impairment of Vista China
Associate
China
China
47.5%
47.5%
In accordance with NZ IAS 28, Vista Group concluded on 30 June 2022 that there was objective evidence of impairment in its
investment in Vista China due to there being a ‘significant financial difficulty of the associate’ (subsection 41A(a)). This was due to
the Chinese Government’s continued ‘zero-covid’ public health response, including broad based lockdowns across many major
cities, negatively impacting the Chinese cinema industry and box office in 2022. At the beginning of June 2022 lockdowns were
eased with the box office in China showing modest signs of recovery. Accordingly, Vista Group concluded on 30 June 2022 that
the entire carrying value was impaired, with an impairment charge of $8.9m being recognised (see section 2.3).
At both 31 December 2022 and 31 December 2023, Vista Group reviewed its investment in Vista China for objective evidence that
its fair value may be materially higher than its nil carrying value. No such objective evidence was noted.
See section 8.1 for more details on Vista China’s significant related party transactions.
4.4 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.
114
Notes to the financial statements • 115
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 Cinema
Movio Limited (Movio)
Maccs International BV (Maccs)
Powster Ltd (Powster)
Flicks Limited (Flicks)
Numero Limited (Numero)
Goodwill at year end
2023
NZ$m
72.3
0.6
72.9
(15.2)
(15.2)
57.7
2023
NZ$m
27.6
17.0
5.8
6.5
0.2
0.6
57.7
2022
NZ$m
70.9
1.4
72.3
(15.2)
(15.2)
57.1
2022
NZ$m
27.6
17.0
5.6
6.1
0.2
0.6
57.1
2023 impairment testing of goodwill (significant estimation uncertainty)
Vista Group completed its annual goodwill impairment review under a VIU method at 31 August 2023 (same month as prior years).
The review concluded there was no impairment of goodwill or other assets, with key inputs into the VIU models including:
• Cash flows: projected based on management approved 5-year business models for each CGU.
• Discount rate: determined by an independent adviser using a capital asset pricing model methodology of determining the
weighted average cost of capital (WACC), using market specific inputs.
• Long-term growth rate (LTGR): determined by an independent adviser.
• Terminal growth: being calculated at 2027 applying the LTGR of 2.0%.
Specific VIU inputs, along with values required for the recoverable amount to equate to the carrying value are included in the
table below:
REVENUE CAGR IN YEAR 5
EBITDA MARGIN IN YEAR 5
AMOUNT THE VIU
EXCEEDS THE
CARRYING VALUE
(NZ$m)
PRE-TAX WACC
APPLIED TO THE
2023 VIU
VALUE APPLIED
TO THE 2023 VIU
VALUE REQUIRED
FOR NIL
HEADROOM
VALUE APPLIED
TO THE 2023 VIU
VALUE REQUIRED
FOR NIL
HEADROOM
44.9
47.2
0.8
4.4
19.5
8.7
15.8%
16.8%
19.7%
16.9%
16.7%
18.7%
13.2%
8.6%
14.3%
Not sensitive
14.4%
7.1%
8.9%
2.3%
11.7%
Not sensitive
14.1%
Not sensitive
26.4%
39.1%
23.6%
34.9%
31.2%
23.3%
22.4%
18.6%
20.0%
29.3%
14.7%
6.4%
CURRENT CGU
Vista Cinema
Movio
Flicks
Maccs
Powster
Numero
No CGUs were sensitive to the pre-tax WACC or the LTGR.
The revenue Compound Annual Growth Rate (CAGR) in year 5 is a function of the management approved 5-year business model.
When calculating the reduced revenue CAGR required for an impairment scenario to exist, there have been no adjustments to the
costs or capital expenditure in the 5-year business models – despite this being a probable reaction to help address profitability
and cash flows.
116
4.5 Other intangible assets
Development costs and internally generated software (significant accounting judgement)
Development – capitalised: Internally developed software is capitalised as an intangible asset when it meets the recognition
criteria of NZ IAS 38 Intangible Assets, which includes evidence that the expenditure can be reliably measured, and the
development is:
• technically feasible;
• likely to be completed and then used or sold;
• likely to generate probable future economic benefits; and
• Vista Group will have adequate technical, financial and other resources available to complete the development.
Development – other: Other development expenditures that do not meet the NZ IAS 38 capitalisation recognition criteria are
classified as operating expenses as incurred.
Maintenance: Costs associated with maintaining computer software programmes are recognised as an expense within the income
statement as incurred.
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.
Carrying amount of intangible assets
2023
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 2023
INTERNALLY
GENERATED
SOFTWARE
SOFTWARE
LICENSES
INTELLECTUAL
PROPERTY
CLIENT
RELATIONSHIPS
SECTION
NZ$m
NZ$m
NZ$m
NZ$m
2.3
2.3
64.7
18.7
(0.7)
(2.0)
0.2
80.9
(24.1)
(10.7)
0.7
0.2
-
(33.9)
47.0
4.5
2.6
16.2
-
-
-
0.1
4.6
(2.9)
(0.6)
-
-
-
(3.5)
1.1
-
-
-
(0.1)
2.5
(1.9)
(0.2)
-
-
-
(2.1)
0.4
-
-
(2.4)
0.2
14.0
(6.1)
(1.5)
-
-
(0.1)
(7.7)
6.3
TOTAL
NZ$m
88.0
18.7
(0.7)
(4.4)
0.4
102.0
(35.0)
(13.0)
0.7
0.2
(0.1)
(47.2)
54.8
Notes to the financial statements • 117
2022
Gross carrying amount
Balance at 1 January
Additions
Disposals
Impairment charges
Exchange differences
Balance at year end
Accumulated amortisation
Balance at 1 January
Current year amortisation
Disposals
Impairment charges
Exchange differences
Balance at year end
Intangible assets at 31 December 2022
INTERNALLY
GENERATED
SOFTWARE
SOFTWARE
LICENSES
INTELLECTUAL
PROPERTY
CLIENT
RELATIONSHIPS
SECTION
NZ$m
NZ$m
NZ$m
NZ$m
2.3
2.3
50.6
15.9
(1.3)
(0.5)
-
64.7
(15.7)
(8.9)
1.3
(0.8)
-
(24.1)
40.6
4.6
-
(0.1)
-
-
2.6
-
-
-
-
4.5
2.6
(2.4)
(0.6)
0.1
-
-
(2.9)
1.6
(1.8)
(0.2)
-
-
0.1
(1.9)
0.7
6.0
9.6
-
-
0.6
16.2
(4.1)
(1.8)
-
-
(0.2)
(6.1)
10.1
TOTAL
NZ$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
Internally generated software additions for the year of $18.7m include an accrual of $0.8m for an RDTI Government grant (see
section 2.3). The total cash outflow for the year was therefore $19.5m.
Internally generated software additions for the prior year of $15.9m exclude a 2021 trade payable of $0.9m. The total cash
outflow for the prior year was therefore $16.8m.
Impairment of intangible assets (significant estimation uncertainty)
Vista Group reviewed the carrying value of its internally generated software for indicators of impairment and recognised the
following impairment changes:
• Capitalised development: Due to a change in the expectations of the Madex product, the carrying value has been fully impaired
resulting in an impairment charge of $1.8m being recognised within ‘other gains and losses’ (see section 2.3).
• Retriever client contracts: On 16 February 2022, Vista Group announced it acquired the client relationships assets of Retriever
Software Inc. (Retriever). The fundamental driver behind this transaction was to sign their largest North American client to
Vista Cloud, which has created significant intrinsic value in assisting Vista Cloud’s development. The secondary driver was to
transfer their smaller clients to the Veezi platform.
Vista Group progressed with the closure of the Retriever legacy platform on 31 July 2023 which resulted in a higher client
churn rate than anticipated. An impairment review was performed using a multi-excess earnings method (MEEM), which is
a FVLCD model that uses level 3 fair value measurement techniques. This model concluded that the $8.0m carrying value
exceeded the $5.6m recoverable amount by $2.4m. Vista Group has recognised the $2.4m as an impairment charge within
‘other gains and losses’ (see section 2.3).
The key inputs applied to the MEEM include:
Future cash flows: 5-year revenue CAGR
Future cash flows: Direct costs
WACC
LTGR
RATE ASSUMED
SENSITIVITY APPLIED
IMPAIRMENT CHARGE
ADJUSTMENT IF SENSITIVITY
IS APPLIED
4.4%
46.0%
17.0%
2.5%
+/- 1.0%
+/- 5.0%
+/- 2.0%
+/- 1.0%
+/- $0.1m
+/- $0.4m
+/- $0.5m
+/- $0.1m
• Vista China intangibles: In the prior year, 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 were fully impaired. This resulted in an impairment charge of $1.3m being recognised in the prior year.
4.6 Trade and other payables
Carrying amount of trade and other payables
Trade payables
Sundry accruals
Employee benefits
Total trade and other payables
2023
NZ$m
7.6
4.4
10.3
22.3
2022
NZ$m
7.7
5.4
10.5
23.6
No balances relating to Vista China are included within trade payables (2022: $0.4m). See section 8.1 for further details of Vista
China related party transactions.
4.7 Lease assets and lease liabilities
Carrying amount of lease assets
Balance at 1 January
Additions during the year
Additions relating to previously subleased premises
4.8
Adjustments in respect of assumed lease term
SECTION
Current year depreciation
Exchange differences
Lease assets at year end
2023
NZ$m
12.3
0.3
1.8
(1.3)
(4.7)
0.3
8.7
2022
NZ$m
15.6
1.8
-
(1.5)
(4.0)
0.4
12.3
Lease assets at year end also include the property that was formerly subleased, as discussed in section 4.8. Following termination
of this sublease the net investment in the sublease balance now represents a right of use asset of Vista Group. This subleased
asset will revert to a subleased asset once a new tenant is occupying the space.
Vista Group predominantly leases property for fixed periods of 1-7 years.
Carrying amount of lease liabilities
Balance at 1 January
Additions during the year
Adjustments in respect of assumed lease term
Interest expense relating to lease liabilities
Repayment of lease liabilities (including interest)
Exchange differences
Lease liabilities at year end
Maturity of lease liabilities
Less than one year
One to five years
More than five years
Lease liabilities at year end
2023
NZ$m
18.6
0.3
(1.3)
0.7
(6.0)
0.2
12.5
2023
NZ$m
5.5
7.0
-
12.5
2022
NZ$m
22.6
1.8
(1.5)
0.8
(5.9)
0.8
18.6
2022
NZ$m
5.3
13.3
-
18.6
118
Notes to the financial statements • 119
4.8 Net investment in sublease asset
4.10 Provisions
When Vista Group acts as a sublessor, it determines at the inception of the contract whether the lease is a finance lease (where
the lease transfers substantially all the risks and rewards incidental to ownership of the underlying asset) or an operating lease
(any lease that does not fit the criteria of a finance lease).
A sublease that fits the finance lease criteria is recognised as an asset by present valuing all future lease payments. The sublease
asset reduces on receipt of future lease payments. Unwinding of the present valued subleased asset is recognised on the income
statement as finance income. At the end of each reporting period, the subleased asset is tested for impairment.
A gain or loss is recognised at the start of the sublease where there is a difference between the value of the sublease and the
amount of the existing lease asset that is de-recognised.
A sublease that fits the criteria as an operating lease is not recognised as an asset, instead it is recognised as other income on the
income statement when the receipt is contractually due.
Carrying amount of net investment in sublease asset
Balance at 1 January
Impairment reversal / (charge)
Amounts reclassified to right of use assets
Lease payments received (including interest)
Exchange differences
Net investment in sublease at year end
SECTION
2.3
4.7
2023
NZ$m
1.2
0.6
(1.8)
-
-
-
2022
NZ$m
2.7
(1.5)
-
(0.1)
0.1
1.2
In the prior year, the subtenant of Vista Group’s Los Angeles premises abandoned their sublease with 4 years remaining on
its term. Prior to the end of 2022 the sublease was terminated. Vista Group reviewed the sublease asset for impairment at 31
December 2022 and recognised an impairment charge on the income statement of $1.5m (see section 2.3).
Following termination of the sublease, the asset reverted to being a right of use asset of Vista Group, presented separately as
Vista Group was pursuing a new subtenant. At 30 June 2023, these assets were re-presented together as Vista Group started
using the space and it was at that time considered unlikely to be re-sublet on its own. At 31 December 2023, Vista Group had
found a new subtenant for this office space with the new sublease expected to commence in March 2024. The net result is a
$0.6m impairment reversal being recognised at 31 December 2023. The new sublease asset will be reclassified from lease assets
and recognised as a sublease asset in 2024, when a new tenant is occupying this space.
4.9 Deferred revenues
Deferred revenues are contract liabilities related to revenue that are recognised on client contracts where Vista Group’s
performance obligations have not been fully satisfied.
The following table represents the revenues recognised during the year relating to carried forward deferred revenue, as well as
the additional deferred revenues recognised at year end where the performance obligations are yet to be satisfied.
Balance at 1 January
Revenue recognised from performance obligations satisfied in the year
Additional deferred revenues from unsatisfied performance obligations
Exchange movements
Deferred revenues at year end
Represented by:
Current portion
Non-current portion
Deferred revenues at year end
120
2023
NZ$m
22.7
(21.4)
25.4
0.5
27.2
26.7
0.5
27.2
2022
NZ$m
20.9
(20.3)
21.7
0.4
22.7
22.3
0.4
22.7
A provision is a liability of uncertain timing or amount and is recognised when Vista Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Carrying amount of provisions
US sales taxes
Business transformation constructive obligations
Lease dilapidations
Total provisions at year end
Represented by:
Current
Non-current
Total provisions at year end
Movement in provisions
Balance at 1 January
US sales taxes
SECTION
2.3
SECTION
Business transformation constructive obligations
2.3
Lease dilapidations
Total provisions at year end
More detail on the business transformation is included in section 2.3.
2023
NZ$m
-
0.8
0.5
1.3
1.2
0.1
1.3
2023
NZ$m
0.7
(0.3)
0.8
0.1
1.3
2022
NZ$m
0.3
-
0.4
0.7
0.6
0.1
0.7
2022
NZ$m
3.2
(2.5)
-
-
0.7
Notes to the financial statements • 121
4.11 Contingent consideration
5. Taxation
Contingent consideration is an obligation for Vista Group to transfer additional consideration to the vendor of a business
acquisition if future events occur or conditions are met. A contingent consideration liability is initially measured at fair value on
the acquisition date and is remeasured to fair value at each reporting date, with changes included in the income statement in the
year of remeasurement.
Movement in contingent consideration
Balance at 1 January
Retriever acquisition - revenue earn-out
Retriever acquisition - transition earn-out
Amounts settled in cash during the year
SECTION
Movements in fair value through the income statement
2.3
Exchange movements
Total contingent consideration at year end
Represented by:
Current
Non-current
Total contingent consideration at year end
2023
NZ$m
2.9
-
-
(1.3)
(1.1)
-
0.5
0.5
-
0.5
2022
NZ$m
-
1.5
1.6
-
-
(0.2)
2.9
1.4
1.5
2.9
The acquisition price for Retriever included contingent cash consideration through the following earn-outs:
• Revenue earn-out: $1.5m was payable before 30 April 2023 if specific revenue targets were achieved. In the current year Vista
Group settled $1.3m of this earn-out in cash.
• Transition earn-out: $1.6m remains payable in Q1 2024 based on the retention and integration of key clients to Vista Group’s
platforms. Vista Group project $0.5m of this earn-out will be achieved and ultimately payable.
Vista Group recognised a fair value gain of $1.1m in the current year relating to the reduction in these contingent cash
consideration liabilities (see section 2.3). See section 4.5 for details of the $2.4m impairment charge relating to the Retriever client
contracts (intangible asset).
This section outlines details of the income tax expense incurred by Vista Group and the deferred taxes recognised on the
statement of financial position.
5.1 Income tax expense
The income tax expense for the year comprises current and deferred tax. Taxation is recognised in the income statement,
except when it relates to items recognised directly in equity (in which case the income tax is recognised in the statement of other
comprehensive income). Income tax expense is based on tax rates and regulation enacted, or substantively enacted at the balance
date, in the jurisdiction in which the respective entity operates.
Composition of income tax expense
Current tax expense
Deferred tax benefit
Total taxation benefit
Reconciliation of income tax expense
SECTION
5.2
2023
NZ$m
2.1
(6.0)
(3.9)
2022
NZ$m
2.8
(4.4)
(1.6)
The relationship between the expected tax expense based on the domestic effective tax rate of the Company at 28% (2022: 28%)
and the reported tax expense in the income statement can be reconciled as follows:
Loss before tax
Domestic tax rate for Vista Group International Limited
Expected taxation benefit
Foreign subsidiary company tax
Non-assessable income / non-deductible expenses
Prior year adjustments
Other
Total taxation benefit
Effective tax rate
2023
NZ$m
(17.5)
28%
(4.9)
0.1
0.4
(0.2)
0.7
(3.9)
22%
2022
NZ$m
(22.5)
28%
(6.3)
(0.1)
5.7
(0.5)
(0.4)
(1.6)
7%
At 31 December 2023, Vista Group had $10.9m (2022: $11.2m) of imputation credits available for use in subsequent reporting
years. Vista Group also had $3.2m (2022: $1.1m) of unused tax losses for which no deferred tax asset has been recognised, as
they did not meet the recognition criteria.
122
Notes to the financial statements • 123
5.2 Deferred tax assets and liabilities
6. Capital structure
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: Represents the value of shares that have been issued. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity. All transactions with owners of the parent are recorded separately
within share capital. All shares are ordinary, authorised, issued and fully paid shares. They all have equal voting rights and share
equally in dividends and any surplus on winding up. The shares have no par value.
Retained earnings: All current and prior year retained profits and losses.
Dividend payments: Dividends payable to equity shareholders are included in trade and other payables when the dividends have
been approved by the Board on or before the end of the reporting year but not yet distributed.
Foreign currency reserve: This reserve is used to record cumulative translation differences on the assets and liabilities of foreign
operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
Share-based payment reserve: This reserve is used to record any equity share-based incentives. The reserve value represents the
difference between the value at the time of allocation and the cash incentives received, plus the equity component of contingent
consideration payable.
6.1 Contributed equity
At 31 December 2023, there were 236,243,042 shares in issue (2022: 233,192,093). 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
Excess income tax expense on share-based payments
MILLIONS OF SHARES
NZ$m
2023
2022
2023
2022
233.2
231.2
135.0
131.3
-
3.0
-
1.5
0.5
-
-
5.7
(0.2)
3.2
0.9
(0.4)
Total contributed equity at year end
236.2
233.2
140.5
135.0
Vista Group issued 1,529,987 shares on 16 February 2022 which formed part of the consideration transferred for the Retriever
asset acquisition.
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 for the asset to be utilised.
Recognition of deferred tax assets (significant estimation uncertainty)
Deferred tax at year end includes temporary timing differences and income tax losses available to carry forward against future
profits. A deferred tax asset is recognised on losses, only when it is considered probable that sufficient taxable profits will be
available to utilise the losses in the near future. Vista Group applies judgement when reviewing current business plans and
forecasts to ascertain the likelihood of future taxable profits. The financial forecasts used in this assessment are the same as those
used in the impairment review of goodwill and other assets in section 4.4.
Deferred taxes can be summarised as follows:
2023
Trade and other receivables
Property, plant and equipment
Lease assets
Intangible assets
Employee benefits
Lease liabilities
Available tax losses
Other
Deferred tax net asset at 31 December 2023
2022
Trade and other receivables
Property, plant and equipment
Lease assets
Intangible assets
Employee benefits
Lease liabilities
Available tax losses
Other
Deferred tax net asset at 31 December 2022
Deferred tax net asset is represented by:
Deferred tax asset
Deferred tax liability
Deferred tax net asset
OPENING BALANCE
NZ$m
2.6
(2.2)
(2.7)
(1.0)
3.2
3.8
13.9
0.1
17.7
3.5
(2.0)
(3.8)
(1.6)
2.2
5.6
9.9
(0.1)
13.7
RECOGNISED
IN OTHER
COMPREHENSIVE
INCOME
NZ$m
-
-
-
-
(0.2)
-
-
-
(0.2)
-
-
-
-
(0.4)
-
-
-
(0.4)
RECOGNISED IN
INCOME STATEMENT
CLOSING BALANCE
NZ$m
(1.6)
(0.5)
0.5
0.4
(0.1)
(0.7)
7.4
0.6
6.0
(0.9)
(0.2)
1.1
0.6
1.4
(1.8)
4.0
0.2
4.4
2023
NZ$m
24.1
(0.6)
23.5
NZ$m
1.0
(2.7)
(2.2)
(0.6)
2.9
3.1
21.3
0.7
23.5
2.6
(2.2)
(2.7)
(1.0)
3.2
3.8
13.9
0.1
17.7
2022
NZ$m
17.8
(0.1)
17.7
The deferred tax asset of $21.3m recognised for available tax losses relate to the New Zealand ($19.6m), United States ($0.9m),
Netherlands ($0.5m) and United Kingdom ($0.3m) tax jurisdictions. As none of these jurisdictions impose an expiry date on
tax losses, and due to management prepared 5-year business models projecting a return to profitability, Vista Group applied
judgement in determining it is probable that these tax losses will be utilised.
124
Notes to the financial statements • 125
6.2 Earnings per share
6.5 Share-based payments
Vista Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date.
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
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.
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 (millions)
Loss for the year attributable to owners of the parent (NZ$m)
Basic and diluted EPS (dollars)
6.3 Dividends
No dividends were paid during the year (2022: $nil).
6.4 Foreign currency reserve
2023
235.4
3.2
238.6
(13.9)
($0.06)
2022
232.9
4.5
237.4
(21.4)
($0.09)
Items included in the financial statements of each of Vista Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the Functional Currency). The financial statements are presented in New
Zealand Dollars (NZD), which is Vista Group’s presentation currency. All financial information has been presented rounded as
millions of dollars (NZ$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.
Share-based payment expense
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 (Executive Retention)
LTI Scheme - Share Rights (LTI Share Rights)
LTI Scheme - Performance Rights (LTI Performance Rights)
Total share-based payment expense
Summary of performance rights
The movement in the number of rights outstanding is summarised in the following table:
MILLIONS OF RIGHTS
VGRS
GROUP CEO
EXECUTIVE
RETENTION LTI - SHARE RIGHTS
RETENTION SCHEMES
At 1 January 2022
Granted
Lapsed / Forfeited
Vested / Exercised
At 31 December 2022
Granted
Lapsed / Forfeited
Vested / Exercised
At 31 December 2023
-
2.1
(0.2)
-
1.9
-
-
(1.9)
-
0.5
-
-
(0.1)
0.4
0.2
-
(0.4)
0.2
-
0.3
-
-
0.3
0.3
-
-
0.6
0.5
0.6
-
(0.2)
0.9
0.8
(0.2)
(0.3)
1.2
2023
NZ$m
0.8
0.3
0.5
0.9
0.7
3.2
PERFORMANCE
SCHEMES
LTI -
PERFORMANCE
RIGHTS
0.7
0.6
(0.1)
(0.2)
1.0
0.8
(0.2)
(0.4)
1.2
2022
NZ$m
2.5
0.3
0.2
0.8
0.7
4.5
TOTAL
1.7
3.6
(0.3)
(0.5)
4.5
2.1
(0.4)
(3.0)
3.2
The share price of awards on the date of vesting in 2023 was $1.23 for the Group CEO scheme, and $1.32 for the VGRS, LTI Share
Rights / LTI Performance Rights schemes. 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 Performance Rights schemes.
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 1.0 years (2022: 0.7 years).
126
Notes to the financial statements • 127
Fair value assumptions
7. 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 no cost, the exercise price is always $nil and therefore no volatility or risk-free rates are required.
• For schemes granted in 2023, no dividend yield has been assumed (2022: nil) and the awards are assumed to be 100%
achieved (2022: 100%).
Retention schemes
At 31 December 2023, Vista Group was operating the following retention schemes:
ASSUMPTION
GROUP CEO
Share price on grant date (NZ$)
Vesting period (months)
$1.51
13-25
2023
EXECUTIVE
RETENTION
$1.47
16
LTI SHARE
RIGHTS
$1.37
13-37
VGRS
$1.83
13
2022
EXECUTIVE
RETENTION
$1.80
25-37
LTI SHARE
RIGHTS
$1.86
13-37
• Group CEO: 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 was not included
in the summary of performance rights until employment commenced in April 2023.
• Executive Retention: The Board approved awards to be issued under this scheme in 2023 and 2022 to select senior
management. These awards are subject to continued tenure of each participant, with all awards granted in 2023 due to vest in
April 2024. The 2022 award has 100,000 share rights 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 2023 and 2022 to eligible senior
management. The share rights are split into three tranches and vest annually over a three-year period.
• 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 vested in full in April 2023 to all participants still employed.
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 2023, Vista Group was operating the following performance schemes:
• LTI Performance Rights: The Board approved awards to be issued under this scheme in both 2023 and 2022 to eligible senior
management. The scheme requires achievement of recurring revenue targets set by the Board with vesting occurring 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.
7.1 Capital management
The following table summarises the capital of Vista Group:
Borrowings
Equity
Total capital
2023
NZ$m
18.6
137.3
155.9
2022
NZ$m
18.1
148.0
166.1
Vista Group’s policy is to use a mixture of capital raised on the NZX / ASX exchanges and borrowing facilities to meet anticipated
funding requirements. These borrowings together with cash generated from operations, are loaned internally, or contributed as
equity to certain subsidiaries.
7.2 Foreign currency risk
Vista Group operates internationally and is exposed to foreign exchange risk in US Dollars (USD), Pounds Sterling (GBP), Euros
(EUR), and Australian Dollars (AUD). Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the functional currency of the relevant group entity.
To mitigate exposure to foreign currency risk, foreign currency cash flows are monitored in accordance with Vista Group’s risk
management policies. Vista Group’s risk management policies include treasury management and foreign exchange policies, the
implementation of which is set and reviewed regularly by the Board. Vista Group’s risk management procedures distinguish short-
term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months). Where the amounts to
be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
The foreign exchange policy allows for the use of hedging activity, and although Vista Group uses its debt facilities as a natural
hedge, no other financial instruments have been used (i.e. derivatives).
Foreign currency denominated financial assets and liabilities which expose Vista Group to currency risk are disclosed in the
following table. The amounts shown are those reported to key management translated into NZD at the closing rate.
2023
Financial assets
Cash
Trade receivables
Sundry receivables
Financial liabilities
Borrowings
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Net foreign currency risk
USD
NZ$m
13.1
20.5
0.4
(17.5)
(3.1)
(1.4)
(7.5)
(0.5)
4.0
GBP
NZ$m
2.9
5.2
0.5
(0.5)
(0.4)
(0.4)
(1.0)
-
6.3
EUR
NZ$m
1.7
6.6
-
-
(0.1)
(0.1)
(0.3)
-
7.8
AUD
NZ$m
1.0
1.2
-
-
-
(0.1)
-
-
2.1
128
Notes to the financial statements • 129
2022
Financial assets
Cash
Trade receivables
Sundry receivables
Net investment in sublease
Financial liabilities
Borrowings
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Net foreign currency risk
USD
NZ$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
AUD
NZ$m
0.5
1.3
-
-
-
(0.3)
(0.1)
-
-
1.4
The following table illustrates the sensitivity of profit or loss and equity in regard to Vista Group’s financial assets and liabilities
affected by exchange rates with ‘all other things being equal’. It assumes a +/- 10% change of the NZD to currency exchange rate
for each year presented. The sensitivity analysis is based on Vista Group’s foreign currency financial instruments held at each
reporting date.
2023
10% strengthening in NZD
10% weakening in NZD
2022
10% strengthening in NZD
10% weakening in NZD
USD
NZ$m
(0.4)
0.4
(0.2)
0.2
GBP
NZ$m
(0.6)
0.7
(0.5)
0.6
EUR
NZ$m
(0.7)
0.9
(0.6)
0.7
AUD
NZ$m
(0.2)
0.2
(0.1)
0.2
Exposure to foreign exchange rates varies during the year depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be representative of Vista Group’s exposure to market risk.
7.3 Interest rate risk
Vista Group’s interest rate risk primarily arises from long-term borrowing, lease liabilities and cash. Borrowings and deposits at
variable rates expose Vista Group to cash flow interest rate risk. Borrowings and deposits at fixed rates expose Vista Group to fair
value interest rate risk.
The following tables set out the interest rate repricing profile and current interest rate of the interest-bearing financial assets and
liabilities:
2023
Financial assets
Cash
Financial liabilities
Borrowings
Lease liabilities
Net interest risk
2022
Financial assets
Cash
Net investment in sublease
Financial liabilities
Borrowings
Lease liabilities
Net interest risk
EFFECTIVE
INTEREST
RATE
FLOATING
NZ$m
FIXED UP TO 3
MONTHS
FIXED UP TO 6
MONTHS
FIXED UP TO 5
YEARS
NZ$m
NZ$m
NZ$m
TOTAL
NZ$m
3.5%
23.5
5.0
7.1%
4.1%
-
-
-
-
23.5
5.0
-
-
(0.3)
(0.3)
2.3%
6.3%
7.0%
4.0%
22.0
11.0
5.0
-
-
-
-
-
-
-
-
-
-
28.5
(18.6)
(12.2)
(30.8)
8.0
1.2
(18.1)
(18.6)
(18.6)
(12.5)
(2.6)
46.0
1.2
(18.1)
(18.6)
22.0
11.0
5.0
(27.5)
10.5
Profit or loss is sensitive to higher / lower interest income / expense from cash as a result of changes in interest rates.
2023
Cash
Borrowings
Lease liabilities
Sensitised net interest risk
EFFECTIVE INTEREST
RATE +1%
EFFECTIVE INTEREST
RATE -1%
NZ$m
0.3
(0.2)
(0.1)
-
NZ$m
(0.3)
0.2
0.1
-
Vista Group’s bank deposits are predominantly held with top tier Australasian banks and HSBC.
130
Notes to the financial statements • 131
7.4 Credit risk
7.5 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 7.6.
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 2023, Vista Group has certain trade receivables and contract assets that have not been settled by their
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 (representing those over 90 days), 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)
SECTION
4.1
4.1
4.1
2023
NZ$m
2.3
0.7
0.3
3.3
2022
NZ$m
3.5
2.4
2.6
8.5
Trade receivables consist of many clients in various geographical areas, but predominantly within the cinema and film industry.
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 4.1 for more detail of how judgement has been applied.
Vista Group has financial assets classified and measured at amortised cost that are subject to the ECL model requirements of NZ
IFRS 9. See section 4.1 for 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 2023, Vista Group had cash balances of $28.5m, along with $24.4m undrawn on its ASB revolving credit and
overdraft facilities. Forecasts show that this level of cash and undrawn loans will be sufficient for Vista Group to continue
operations for at least the next 12 months (representing the minimum requirement for going concern purposes).
The table below summarises the maturity profile of Vista Group’s non-derivative financial liabilities based on contractual
undiscounted payments.
2023
Borrowings
Trade payables
Sundry payables
Interest on borrowings
Lease liabilities (including interest)
Contingent consideration
Total liquidity risk
2022
Borrowings
Trade payables
Sundry payables
Interest on borrowings
Lease liabilities (including interest)
Contingent consideration
Total liquidity risk
LESS THAN 3
MONTHS
NZ$m
-
7.6
4.0
0.4
1.8
0.5
14.3
-
7.7
4.9
0.4
1.7
-
14.7
3 TO 12 MONTHS
1 TO 5 YEARS
> 5 YEARS
NZ$m
1.0
-
-
1.2
5.3
-
7.5
0.5
-
-
1.1
5.5
1.4
8.5
NZ$m
17.6
-
-
1.5
8.8
-
27.9
17.6
-
-
3.0
16.8
1.5
38.9
NZ$m
-
-
-
-
-
-
-
-
-
-
-
-
-
-
TOTAL
NZ$m
18.6
7.6
4.0
3.1
15.9
0.5
49.7
18.1
7.7
4.9
4.5
24.0
2.9
62.1
7.6 Financial instruments
Fair value of financial assets and liabilities
Vista Group undertook a fair value assessment of its financial assets and liabilities at 31 December 2023 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.
During the current year, there have been no transfers between fair value measurement levels. The contingent consideration of the
Retriever asset acquisition is subsequently fair valued using level 3 measurements, such as the probability Vista Group deem the
earnouts are likely to be earned and movements in exchange.
132
Notes to the financial statements • 133
Financial instruments by category
FINANCIAL ASSETS AT
AMORTISED COST
FINANCIAL INSTRUMENTS AT
FAIR VALUE THROUGH P&L
FINANCIAL LIABILITIES AT
AMORTISED COST
2023
Cash
Trade receivables
Sundry receivables
Total financial assets
Borrowings
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Total financial liabilities
2022
Cash
Trade receivables
Sundry receivables
Net investment in sublease
Total financial assets
Borrowings
Trade payables
Sundry payables
Lease liabilities
Contingent consideration
Total financial liabilities
NZ$m
28.5
31.5
2.2
62.2
-
-
-
-
-
-
46.0
31.6
1.2
1.2
80.0
-
-
-
-
-
-
NZ$m
NZ$m
-
-
-
-
-
-
-
-
0.5
0.5
-
-
-
-
-
-
-
-
-
2.9
2.9
-
-
-
-
18.6
7.6
4.0
12.5
-
42.7
-
-
-
-
-
18.1
7.7
4.9
18.6
-
49.3
Vista Group’s financial assets and liabilities by category are summarised as follows:
• Cash: Held at carrying value which also equates to fair value.
8. Other information
8.1 Related parties
Vista Group has various types of transactions with related parties. Section 3.2 contains details of related party borrowings, with
other related party transactions detailed below.
Key management personnel transactions
Key management personnel include Vista Group’s Board and the Global Senior Leadership Team (GSLT), which represent the
personnel who report directly to the Vista Group’s CEO. Key management personnel at 31 December 2023 include 17 individuals
(6 Directors and 11 GSLT members) (2022: 17 individuals, being 6 Directors and 11 GSLT members).
Salaries (including bonuses)
Share-based payments
Director fees
Total key management personnel transactions
Other related party transactions
2023
NZ$m
6.2
1.3
0.7
8.2
The following table represents amounts due to and from related parties, excluding key management personnel.
Associate company
AMOUNTS OWED BY RELATED PARTIES
AMOUNTS OWED TO RELATED PARTIES
2023
NZ$m
-
2022
NZ$m
1.4
2023
NZ$m
-
Vista Group’s associate company related party transactions were as follows:
Receiving of services
Rendering of services
Total related party transactions
ASSOCIATE COMPANY
2023
NZ$m
(0.3)
-
(0.3)
2022
NZ$m
5.5
0.5
0.7
6.7
2022
NZ$m
(0.4)
2022
NZ$m
(0.2)
2.4
2.2
• Trade, related party and other receivables: Assets that are generally short-term in nature and are reviewed for impairment. The
Details of significant related party transactions of Vista Group
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.
Vista Cinema recognised $1.2m of maintenance revenue from Vista China during the year (2022: $0.9m).
Details of significant related party transactions of Vista China
On 18 December 2023, the Board of Vista China resolved to terminate their reseller agreement with Vista Group and to waive the
below related party loans:
• Vista China CEO retention accommodation loan: This $4.5m (CNY 20.0m) loan was provided by Vista China to the CEO of Vista
• Trade, related party and other payables: Liabilities that are generally short-term in nature with the carrying value approximating
China on 30 January 2019.
their fair value.
• Weying shareholder loan: This $3.2m (CNY 14.3m) loan was provided by Vista China to Weying, who are a 47.5% shareholder
• Lease liabilities: Liabilities arising from a lease are initially measured on a present value basis using the lessee’s incremental
of Vista China.
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.
In prior years, Vista Group has attributed a 100% ECL provision on these loans when determining the appropriate carrying value
of Vista China, and any equity accounted results recognised from Vista China. Vista Group has also attributed $nil carrying value
to Vista China since 30 June 2022.
134
Notes to the financial statements • 135
8.2 Group companies
These financial statements consolidate the following subsidiaries of the Company:
COMPANY NAME
COUNTRY OF
INCORPORATION
DIRECTORS
Flicks Limited
New Zealand
Maccs
International B.V.
Netherlands
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Vista Entertainment
Solutions (NL) B.V.
FURTHER INFORMATION
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
SHAREHOLDING
2023
2022
100%
100%
No changes
100%
100%
PRINCIPAL
ACTIVITY
Advertising
sales
Software
development
& licensing
MovieXchange
Limited
MovieXchange
Limited
New Zealand
None
New Zealand
Kelvin Preston
Inactive
Amalgamated into
Vista Group (NZ) Limited
-
100%
Newly incorporated entity to
preserve brand name
100%
-
Movio (IP) Limited
New Zealand
None
Movio Limited
New Zealand
None
Movio Limited
New Zealand
Kelvin Preston
Inactive
Software
development
& licensing
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
Amalgamated into
Vista Group (IP) Limited
Amalgamated into
Vista Group (NZ) Limited
Newly incorporated entity to
preserve brand name
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
-
-
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
50%
50%
50%
50%
No changes
100%
100%
No changes
60%
60%
No changes
100%
100%
Amalgamated into
Vista Group (IP) Limited
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
-
100%
100%
100%
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
100%
100%
Data
analytics &
marketing
Holding
company
Marketing
& creative
solutions
Marketing
& creative
solutions
Software
development
Software
licensing
Software
development
& licensing
Software
licensing
Inactive
Movio, Inc.
United States
Numero Limited
New Zealand
Numero (Aust)
Pty Ltd
Australia
Powster, Inc.
United States
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson,
Kirk Senior
Stuart Dickinson,
Steven Thompson
Powster Ltd
United
Kingdom
Stuart Dickinson,
Steven Thompson
S.C. Share
Dimension S.R.L.
Senda DO Brasil
Serviços de
Tecnológia LTDA.
Share Dimension
B.V.
Romania
Share Dimension B.V.
Brazil
Armando Mejias,
Gustavo Ortega
Netherlands
Vista Entertainment
Solutions (NL) B.V.
Vista (IP) Limited
New Zealand
None
Malaysia
Canada
Vista
Entertainment
Solutions (Asia)
Sdn. Bhd.
Vista
Entertainment
Solutions
(Canada) Limited
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson,
Huang Swee Lin
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
COMPANY NAME
Vista
Entertainment
Solutions (NL)
B.V.
Vista
Entertainment
Solutions (Spain),
S.L.U.
Vista
Entertainment
Solutions (UK)
Limited
Vista
Entertainment
Solutions (USA),
Inc.
Vista
Entertainment
Solutions Limited
Vista
Entertainment
Solutions Limited
Vista Group (IP)
Limited
COUNTRY OF
INCORPORATION
Netherlands
DIRECTORS
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Spain
Kelvin Preston,
Kimbal Riley
United
Kingdom
United States
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
New Zealand
None
PRINCIPAL
ACTIVITY
Software
licensing
Inactive
Software
licensing
Software
licensing
New Zealand
Kelvin Preston
Inactive
New Zealand
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Distributor of
intellectual
property
Vista Group (NZ)
Limited
New Zealand
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Software
licensing
SHAREHOLDING
FURTHER INFORMATION
2023
2022
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
100%
100%
Resignation of Kimbal Riley
and appointment of
Stuart Dickinson and
Matthew Cawte underway
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
100%
100%
100%
100%
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
100%
100%
Amalgamated into
Vista Group (NZ) Limited
-
100%
100%
100%
100%
-
-
-
Newly incorporated entity to
preserve brand name
Amalgamated with
Movio (IP) Limited on
1 December 2023, re-named
from Vista (IP) Limited to
Vista Group (IP) Limited
Amalgamated with
Movio Limited and
MovieXchange Limited on
1 December 2023, re-named
from Vista Entertainment
Solutions Limited to
Vista Group (NZ) Limited
Vista Group
Limited
New Zealand
Kelvin Preston,
Stuart Dickinson
Inactive
Appointment of
Stuart Dickinson
100%
100%
Vista International
Entertainment
Solutions South
Africa (Pty) Ltd
Vista Latin
America, S.A. de
C.V.
South Africa
Matthew Cawte, Kelvin
Preston, Stuart Dickinson
Software
licensing
Resignation of Kimbal Riley.
Appointment of
Stuart Dickinson
100%
100%
Mexico
Murray Holdaway, Kimbal
Riley, Brian Cadzow,
Armando Mejias,
Gustavo Ortega
Software
licensing
No changes
60%
60%
136
Notes to the financial statements • 137
Other information
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.
8.3 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 2023, Vista Group had $52.9m in cash liquidity, with $28.5m 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 are
accretive. The ASB facilities are 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.
8.4 Capital commitments
There were no capital commitments for Vista Group at 31 December 2023 (2022: $nil).
8.5 Events after balance date
In February 2024, Vista Group reached a conditional agreement to sublease a portion of its Los Angeles premises
from March 2024 to July 2026. This will result in a balance sheet reclassification of approximately $1.2m (from lease
asset to a subleased asset) in 2024. Vista Group considered the lease asset for impairment at 31 December 2023 and
determined no further impairment charge or reversal was required.
There were no other significant events between balance date and the date these financial statements were approved for
issue.
Independent auditor’s report
To the shareholders of Vista Group International Limited
Our opinion
In our opinion, the accompanying financial statements of Vista Group International Limited (the
Company), including its subsidiaries (Vista Group), present fairly, in all material respects, the financial
position of Vista Group as at 31 December 2023, 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 Accounting Standards (IFRS
Accounting Standards).
What we have audited
Vista Group's financial statements comprise:
●
●
●
●
●
●
the statement of financial position as at 31 December 2023;
the income statement for the year then ended;
the statement of other comprehensive income for the year then ended;
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, comprising material accounting policy information 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 Vista 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 Vista 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 Vista 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.
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, pwc.co.nz
138
Independent auditor's report • 139
Description of the key audit matter
How our audit addressed the key audit matter
Description of the key audit matter
How our audit addressed the key audit matter
Impairment testing of goodwill
Section 4.4 of the financial statements
provides details of the goodwill balance of
$57.7 million as at 31 December 2023,
which comprised balances in six cash
generating units (CGUs).
The impairment tests were performed as
at 31 August 2023, 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 2023. The
estimated cash flows used in the VIU
models were based on the management
approved five year business plans.
The valuations involve the application of
significant judgement in forecasting future
business performance and determining
certain key assumptions and estimates, in
particular:
●
Revenue growth rates and EBITDA
margins for the five year forecast
period;
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
2023. No impairment charges 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 and estimation involved in
assessing the recoverable amount of
each CGU.
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Our audit procedures in relation to management’s
impairment testing of goodwill at 31 August 2023
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 for the
material impairment tests:
−
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;
Held discussions with management for each
CGU to gain an understanding of the
business strategies, forecast assumptions
and risks for the CGUs, including the
implications from the current business
transformation and progress with product
and platform developments;
Assessed the revenue and expense growth
rates used over the five year forecast period
in light of the discussions and other
supporting information from management;
Obtained and evaluated management’s
sensitivity analysis to ascertain the impact of
reasonably possible changes in key
assumptions; and
Engaged our own expert to assess whether
the long term growth rates and discount
rates used in the VIU models are
reasonable.
−
−
−
−
−
● We assessed the adequacy of disclosures in the
financial statements. We also obtained and
assessed management’s assessment of
impairment indicators at year-end.
Revenue and expected credit loss
provisioning
Section 4.1 of the financial statements
provides details of various provisions
totalling $2.5 million at 31 December 2023
that are recognised in relation to Vista
Group’s trade receivables and contract
assets balances.
There is significant estimation uncertainty
regarding the amount that may be
collected for Vista Group’s products and
services. While ageing has improved, the
quantum of gross trade receivables,
contract assets and provisions remains
highly material.
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 receivables
and contract assets balances and the
provisions within those balances, and
the significant estimation uncertainty
as a result of 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 / or
recent payment history;
● We assessed the reasonableness of the total
provisions, by understanding the reasons for
changes in provisioning rates, performing an
analysis and sensitivity check of the ageing profile
of the gross and net trade receivable balances as
at 31 December 2023 and comparing to the 31
December 2022 balances;
● We calculated the projected time to settle the
outstanding net balance, based on the recent
average monthly cash collections, and assessed
whether this indicated collection issues;
● We performed lookback procedures on the
provisions for the 31 December 2022 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 the effect of credit notes
issued after year-end and customers that have
entered a formal insolvency process; and
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Independent auditor's report • 141
Description of the key audit matter
How our audit addressed the key audit matter
● 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: $1.07 million, which represents 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
Vista Group and it is a generally accepted benchmark.
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:
●
●
Impairment testing of goodwill
Revenue and expected credit loss provisioning
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 Vista Group, the
accounting processes and controls, and the industry in which Vista Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual Report, but does not include the financial statements and our
auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed on the other information that we obtained prior to
the date of this auditor’s report, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the financial statements in accordance with NZ IFRS and IFRS Accounting Standards, 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 Vista 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 Vista 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.
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Independent auditor's report • 143
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.
Directory
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
Directors
Susan Peterson • Chair
For and on behalf of:
Chartered Accountants
27 February 2024
Auckland
Registered office
Shed 12, City Works Depot
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
Kirk Senior
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
600 417 203
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
Solicitors
New Zealand
Chapman Tripp
Hudson Gavin Martin
Level 34, PwC Tower
Level 16
15 Customs Street West
45 Queen Street
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
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144
Directory • 145
Glossary of terms
AGC
AMPTP
API
ARC
ARR
ASM
ASX
Additional Group Companies segment of Vista Group.
The Alliance of Motion Picture and Television Producers.
Application Programming Interface, a way for two or more software applications to communicate
with each other.
The Audit and Risk Committee of Vista Group.
Annualised Recurring Revenue, which is a KPI calculated as trailing three month Recurring Revenue
multiplied by four.
The Annual Shareholders' Meeting.
Australian Securities Exchange, which is the stock exchange Vista Group is dual listed as an ASX
Foreign Exempt Listing.
Barbenheimer
The simultaneous theatrical release of two films, Warner Bros. Pictures' Barbie and Universal
Pictures' Oppenheimer, on July 21, 2023.
Board
CAGR
The Board of Directors of Vista Group.
Compound Annual Growth Rate.
Cash Usage
Cash Usage is a non-GAAP measure which is calculated using the net movement in cash held, less
cash applied to business acquisitions / earn-outs, and less cash used to settle exceptional items
included within “other gains and losses”.
CGU
Client
cNPS
CODM
CSN
Cash Generating Unit.
End users of Vista Group's solutions and services.
Client Net Promoter Score, a client loyalty and satisfaction measurement.
The Chief Operating Decision Maker, which is Vista Group's CEO.
Common Shareholder Number.
Directors
The Directors of Vista Group International Limited whose names are set out on page 64.
Distributor
Domestic Box
Office
EBITDA
ECL
eNPS
Enterprise
Cinema
EPS
ERC
A company responsible for marketing and distribution of a film for cinema exhibition. The
distribution company may be the same as, or different from, the production company.
The gross box office revenue from North America (United States and Canada).
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.
Expected Credit Loss.
Employee Net Promoter Score, an employee loyalty and satisfaction measurement.
A cinema exhibitor company with 20+ screens.
Earnings per share.
Employee Retention Credit.
Exhibitor
A cinema exhibitor company.
Exhibition
The public screening of a movie or a film's release in cinemas.
F&B
FCF
Food and beverage.
Free Cash Flow is a non-GAAP measure which is calculated using the net movement in cash held,
less cash applied to business acquisitions / earn-outs, and less cash used to settle exceptional items
included within “other gains and losses”.
Film Industry
The film industry or motion picture industry comprises the technological and commercial institutions
involved in the production, distribution, and exhibition of films.
Faster Identification Number.
Fair Value Less Costs to Dispose.
General Data Protection Regulation, as defined by Regulation (EU) 2016/679.
Green house gases.
The Global Senior Leadership Team of Vista Group, comprising the people that report directly to
Vista Group's CEO.
FIN
FVLCD
GDPR
GHG
GSLT
146
Horizon
Vista's cloud-based data warehouse and business intelligence solution.
IAS
International Accounting Standards.
IFRS
Accounting
Standards
International
Box Office
IPO
KPI
LTGR
LTI
Lumos
International Financial Reporting Standards.
The global gross box office revenue, excluding Domestic Box Office.
Initial Public Offering of Vista Group International Limited's shares in 2014.
Key Performance Indicator.
Long-Term Growth Rate.
Long-Term Incentive.
Vista Cloud's suite of digital sales channels.
Moviegoer
A person who goes to the cinema.
NCI
Non-controlling interest.
Non-GAAP
Financial information that does not have a standardised meaning prescribed by NZ GAAP.
NRC
Nominations and Remuneration Committee.
NZ GAAP
Generally Accepted Accounting Practice in New Zealand.
NZ IFRS
New Zealand equivalents to International Financial Reporting Standards.
NZX
New Zealand Exchange Main Board, which is the stock exchange on which Vista Group is primarily
listed.
Other gains
and losses
PwC
RDTI
Recurring
Revenue
SaaS
Items that, by virtue of the nature and incidence, have been disclosed separately in order to
draw attention of the reader of the financial statements. For example, they may include (but are
necessarily limited to) profits or losses arising on the acquisition/disposal of an operation, fair
value movements through the income statement, restructuring costs, movements in contingent
consideration, or impairment charges.
Vista Group's auditor, PricewaterhouseCoopers.
Research & Development Tax Incentive.
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.
Software as a Service, which allows users to connect to and use cloud-based software over the
internet.
SaaS Revenue
Revenues derived from subscription-based cloud-hosted software, with the software located on
externally provided servers.
SAG-AFTRA
The Screen Actors Guild-American Federation of Television and Radio Artists.
SOC 2 Type 1
The Service Organisation Control Type 1, which is a cybersecurity compliance framework.
STI
Studio
TCFD
Theatrical
Short-term incentive.
A major entertainment company that makes films.
Taskforce on Climate-Related Financial Disclosures.
A movie specifically made to be shown in a theatre or cinema, as opposed to a made-for-television
film, or a film released directly to video or streaming.
VGRS
Vista Group Recognition Scheme.
Vista Group
Vista Group International Limited and its subsidiaries (collectively Vista Group).
VIU
WACC
WGA
Value in Use.
Weighted Average Cost of Capital.
Writers Guild of America.
Writers and
Actors Strike
The strikes arising as a result of the labour dispute between SAG-AFTRA and AMPTP which occurred
between 14 July - 9 November 2023 and the labour dispute between WGA and AMPTP which
occurred between 2 May - 27 September 2023.
Glossary of terms • 147
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