Annual Report
Vista Group
2024
This report is dated 27 February 2025 and signed on behalf of
Vista Group International Limited by Susan Peterson and James Miller.
Susan Peterson
Chair
Vista Group's purpose is to
bring more people together
to share the magic of cinema.
James Miller
Chair, ARC
Contents
Highlights
4
From our Chair
7
From our CEO
9
Client feedback
11
2024 at a glance
12
The industry our solutions support
14
Vista Group overview
18
2025 key focus areas
20
The Vista Cloud Journey
22
Group trading overview
24
Our sustainability approach
28
Remuneration report
38
Corporate governance
52
Financial statements
80
Directory
129
Glossary of terms
130
Highlights
$150.0m
Total Revenue
5%
$150.0m
$143.0m
2024
2023
2022
$135.1m
$134.6m
Recurring Revenue
2024
2023
2022
9%
$134.6m
$124.0m
$112.3m
$55.7m
SaaS Revenue
2024
2023
2022
21%
$55.7m
$45.9m
$38.4m
$145.6m
ARR
2024
2023
2022
15%
$145.6m
$126.3m
$118.0m
$21.6m
EBITDA
2024
2023
2022
62%
$21.6m
$13.3m
$10.6m
$16.8m
Operating Cashflow
2024
2023
2022
87%
$16.8m
$9.0m
$12.4m
$1.8m
Net Profit Before Tax
2024
2023
2022
110%
-$17.5m
-$22.5m
$1.8m
4
Highlights • 5
From our Chair
Accelerating Vista Group’s performance
Our commitment to helping more clients be
successful sits at the heart of everything that we
do. This year our team has supported a growing
number of clients to successfully transition to
cloud-based offerings and enabled greater value
to be realised by them and their customers.
We remain relentlessly focused on continuous
improvement where we generated an all-time
record revenue, and accelerated operating
performance. Our results demonstrate the
output of this focus and also our team’s ability to
effectively execute on our strategy, with EBITDA
of $21.6m and net profit before tax of $1.8m being
up 62% and 110%, respectively.
Our team’s focus on lifting the operational
efficiency of our business has resulted in an
EBITDA margin of 14.4% (or 15.5% excluding
foreign currency losses), which has exceeded our
first half market guidance. In parallel, we have
focused on growing our recurring revenue, which
is up 9% on 2023. The impact of these strategies
has seen Vista Group delivering positive free cash
flow for the second half of 2024.
The execution of our cloud strategy is now making
Vista Group’s outlook more predictable. This
growing confidence has been reflected in a share
price appreciation of 88% in the 2024 calendar
year, the third highest for NZX50 companies.
Delivering value for all shareholders
Best practice corporate governance remains a
priority for Vista Group. The Board is steadfastly
committed to acting in the best interests of all
shareholders.
The Board has focused on ensuring market
transparency at a time of significant change
in the shareholder register. I am proud of the
Board's efforts to both support Stuart and the
management team to remain focused on executing
on the strategy while also doing what was required
to preserve the best interests of shareholders as a
whole during this time.
With positive free cash flow now achieved,
we refreshed Vista Group’s dividend policy in
September 2024. While we will always seek
investment opportunities that exceed the cost
of capital, our plan is to return excess cash to
investors via dividends in the short to medium-
term. A copy of our dividend policy is available on
our investor website.
While necessarily paused in the second half
of 2024, the Board has recommenced director
succession processes to ensure that Vista Group
continues to have the necessary governance
capability and experience to support the
successful execution of the strategy.
The Board aspires to market best practice in
reward and recognition structures and continuous
improvement in our associated disclosures.
Further changes have been made in our executive
compensation structures during 2024 in response
to market feedback and also to provide greater
transparency around how reward and recognition
at Vista Group is linked to performance. More
details on these new structures are available in the
Remuneration Report (see page 38).
Looking ahead
Vista Group remains in a significant growth phase
as we transition to the cloud and find more ways
to support our clients to thrive. Our aspiration
remains to create a world class global SaaS
company connecting more clients to software and
platform solutions that generate the greatest value
for them.
On behalf of the Board, I want to thank all of
our team for their hard work and enduring
commitment to the success of our clients and
Vista Group throughout the year. We can be proud
of what we have achieved together. I would also
like to personally thank you, our shareholders, for
your continued support and we look forward to
delivering more value to you in the year ahead.
Ngā mihi nui.
Susan Peterson
Chair
—
"Vista Group has had a strong
year of performance in all
areas, resulting in strengthened
financial results and a significant
uplift in shareholder value.
It is our great pleasure to share
these annual results with you."
From our Chair and CEO • 7
6
From our CEO
Our performance
This year has been marked by a strong
financial performance, and significant other
achievements, that I am delighted to share
with you:
• Free cash flow positive: We aimed to be free
cash flow positive in the fourth quarter, and
we exceeded expectations by achieving this
for the entire second half of the year.
• Improved operating leverage: We guided to
increase EBITDA margins to between 13-14%,
and we surpassed this target with an improved
15.5% (excluding foreign exchange losses).
• Client growth and onboarding: We committed
to signing new clients and onboarding them
to Vista Cloud. We achieved significant
momentum with 17 clients signed during the
year and almost 700 sites now using our digital
cloud solutions.
• Software delivery: We assured our clients
of a consolidated and consistent software
roadmap. We delivered on this promise with
over 45 new features released throughout
the year.
Our strategy in action
In late 2023, we set strategic objectives to
transform Vista Group into a full vertical SaaS
company over the next 24 months. These
objectives enhance our clients’ business
sustainability through improved digital guest
experiences and lower-cost operations. We are
focused on connecting our solutions and growing
Vista Cloud adoption.
We are transforming our solutions, capabilities,
and business to drive performance and growth,
centered on Our Clients, Our Solutions, and
Our People.
Our Clients: Enabling our clients to thrive
Accelerating our Vista Cloud onboarding process
has been a key focus, and we have made
significant progress, transitioning large cinema
chains like Major Cineplex, Cinépolis Spain,
Everyman, and Pathé.
Recent signings have bolstered momentum, with
many existing clients advancing their Vista Cloud
journey. In 2024, we welcomed new clients, Cine
Colombia, Cinema West and Silky Otter.
It's gratifying to see many clients benefiting
from our cloud capabilities, with 683 sites live
on our digital solutions, including 358 sites fully
transitioned to Operational Excellence. This has
led to an uplift in our recurring SaaS revenues as
clients engage with our complete SaaS offering.
Adding new clients and doing more for existing
ones is key to our strategy.
Our success is increasingly aligned with our
clients, as a portion of Vista Cloud’s revenue
streams are variable, based on platform revenue
or a transactional equivalent. This alignment
guides our software innovation and sets us up
for the future as our clients grow their revenue
streams by focusing on moviegoer attendance
and experiences.
Our Solutions: Deliver remarkable cloud
solutions
Vista Group’s vision is to place our solutions at
the heart of a connected film industry, enabling
exceptional cinematic experiences, and driving
continuous innovation through the delivery of
outstanding software.
We introduced several exciting innovations,
including Oneview’s AI-powered daily podcast
feature, Lumos Order table delivery, and Living
Ticket self-service refunds.
—
"Vista Group has had another
strong year, highlighting our
commitment to robust financial
performance, the ongoing
development of a world-class
offering, and the growth of both
the business and its people."
From our Chair and CEO • 9
8
These advancements enhance digital
experiences while reducing service costs.
Clients are diversifying into location-based
entertainment and cinema-adjacent offerings.
We support this with enhanced Vista Cloud
capabilities in food & beverage, loyalty, and
integrations. Our commitment to cyber security
and compliance saw us achieve SOC 2 Type
1 certification for Vista Cloud, with Type 2
certification well underway.
Our People: Stronger together
In accordance with our reimagined operating
model, we transitioned from multiple operating
companies and regions to global structures
focused on our clients and solutions.
We launched shared standards to align with
our strategy, fostering a sense of belonging,
inspiring great work, and celebrating success.
This journey unites the tools and processes that
empower our people to deliver exceptional client
experiences globally. The passion and energy
from the team are truly inspiring, and I am
grateful for their dedication and hard work.
Additionally, we are excited to share the
progress in our 2023 Group Climate Statement,
with our 2024 report set to be released in
April 2025.
Our sustainable future and long-term
aspirations
This year, we focused on returning Vista
Group to the growth orientation that marked
our business when we first listed on the stock
exchanges in 2014. Our results reflect this focus
and our key strengths:
• Strong and enduring client relationships
• Robust annuity revenue and accelerating cloud
solutions
• A leading global position in the film industry
• A passionate and focused team.
Looking ahead
Our goal is to build a world-class global SaaS
company, increasing our relevance to our
clients by providing more solutions to their most
pressing needs, while leveraging our strengths
to increase our total addressable market
and sustain growth beyond the Vista Cloud
transition. Our immediate focus on Vista Cloud
growth through client success and onboarding
remains as we continue to increase our business
performance and velocity.
I am pleased to also provide the following
guidance and aspirations moving forward, which
will underpin our strategy of driving quality
recurring revenue streams, reliable ARR, and
continued free cash flows required to deliver on
our refreshed dividend policy:
• 2025 total revenue guidance of $167m-$173m,
Recurring Revenue of $152m-$158m and
Non-Recurring Revenue of about $15m
• 2025 EBITDA margin of 16-18% maintained,
with long-term EBITDA margin aspiration
upgraded to 33-37% (was 25-30%+).
I am excited about the incredible journey ahead.
A heartfelt thank you to our amazing people,
loyal clients, and dedicated shareholders for
their unwavering trust in Vista Group.
Ngā mihi nui.
Stuart Dickinson
CEO
“We see the transition to Vista Cloud as a no brainer.”
“Movio has been a phenomenal email marketing
engine… I have not seen a better email marketing tool
specific to the cinema industry.”
“I think many chains have been hesitant because of the
cost. But if you consider the whole package of what
you’re getting with Vista Cloud and the simplicity it
adds, it’s worth it to us.”
“Vista doing the Cloud means they can do what they
do best and my team can do what they do best.”
“Our new cinema sites that we just deployed over the
last couple of weeks have been phenomenally easier
to not have to deal with a server.”
“We had a great journey getting to know Vista. There
have been a lot of benefits from moving to them.”
Shared anonymously in Forsyth Barr’s December 2024 investor report
From our CEO (cont.)
Client feedback
10
Client feedback • 11
Recognition
Employer of the Year – Best of the Best Winner
2 Degrees Auckland Business Awards
Top 100 Graduate Employers – 1st in Technology, 3rd overall
Prosple New Zealand's Top 100 Graduate Employers, based on both the popularity and
quality of each program
Top Women in Global Cinema
– Tess Manchester, Global Head of Platform and Client Support
Celluloid Junkie
Flying Kiwi
– Murray Holdaway, Vista Group Co-founder
NZ Hi-Tech Awards
Good Design Award, Digital Design – Flicks
Good Design Awards
Gold Honor for Creative Use of Technology – Powster
The Shorty Awards
10 Years on the NZX and ASX Exchanges
2024 at a glance
FCF+
Achieved for the full second half of 2024
17
Vista Cloud contracts signed during the year
8%
Sites using Operational Excellence2
15%
Sites using digital Cloud solutions2
41%
Sites using Data Empowerment2
46%
Cinema market share3
US$2.8b
Annualised GTV of clients on the Vista Cloud platform1
$8.8b / $30.0b
2024 domestic / worldwide box office in USD4
45+
New features shipped to Vista and Movio clients
100M+
Moviegoers in Movio's global database
100%
UK Box Office data coverage for Numero achieved
1 Management’s estimate of the annualised GTV of Vista Cloud clients in December 2024 using data from Vista Group’s Horizon data warehouse solution.
2 Site numbers at 31 December 2024.
3 Management’s estimate of the Cinema segment percentage of the world market for Cinema Exhibition Companies with 20+ screens,
excluding China and India.
4 Source: Gower Street Analytics.
2024 at a glance • 13
12
The industry our solutions support
Box office trends
The cinema industry in 2024 showcased
remarkable resilience. The year commenced with
the residual impact of the actors’ and writers’
strikes but ended on a high note, with the second
half significantly outperforming 2023 and several
new global box office records, including:
•
Inside Out 2: all-time highest-grossing
animated movie domestically,
internationally and worldwide
•
Deadpool & Wolverine: all-time highest-
grossing R-rated movie domestically,
internationally and worldwide
•
Wicked Part 1: all-time highest-grossing
Broadway adaption film domestically,
internationally and worldwide
•
Thanksgiving: all-time highest-grossing
3-day and 5-day weekends domestically
•
Moana 2: record opening for a Disney
animation movie domestically and
internationally.
A key difference between 2023 and 2024 was
the resurgence of franchises over original feature
film content. In 2023, the top 3 grossing movies
internationally were original titles, namely
Barbie (US$1.4b), The Super Mario Bros. Movie
(US$1.4b), and Oppenheimer (US$1.0b). In
2024, the top 3 titles were sequels: Inside Out 2
(US$1.7b), Deadpool & Wolverine (US$1.3b),
and Moana 2 (US$1.0b).
While there were plenty of strong box office
moments throughout the year, according to
Gower Street Analytics, the 2024 global box
office was US$30.0b, 7% behind 2023. As has
been the case over the past five years, key
drivers included fewer wide release movies
as well as a lack of genre diversity. A major
contributor to 2024’s slate shortfall was strikes
by US actors and writers. Addressing this
presents a potential opportunity for improved
moviegoer frequency and box office.
Some exhibitors have responded to leaner
slates by moving into or significantly expanding
theatrical distribution activities, including AMC
Theatres (USA), Vue Cinemas (UK and Ireland)
and Cineplex (Canada). Many are focussing on
alternate content, foreign and other specialised
titles to supplement the shortfall in standard
studio fare.
Scaling to blockbuster moments
Exhibitors are seeking robust, multichannel
transactional options that can scale to
blockbuster moments and prevent lost patronage
when moviegoers cannot readily buy tickets.
During 2024’s record-breaking Thanksgiving
weekend featuring Moana 2, Wicked Part 1
and Gladiator 2, Vista Group's ability to scale
meant that we supported our clients seamlessly
throughout, while other solution providers
experienced outages. Vista Cloud’s resilience
is a testament to our commitment to providing
scalable and reliable cloud solutions.
Accurate admissions forecasting is also crucial
to serve peak visitation across all touchpoints.
Vista’s Film Manager assists film programmers
in scheduling for upcoming films, with features
that improve operational efficiency by making
it easier for exhibitors to plan for major
blockbusters, while maximising opportunities to
sell tickets.
New offerings and opportunities
There has been an increase in diversification
among exhibitors, with expanded offerings
that extend beyond premium seats, screen and
sound to also include dining and entertainment
options for guests. Over the past decade, many
exhibitors have invested heavily in their facilities
as they seek to grow attendance and increase
spend per head with additional opportunities.
In addition, the industry’s marketing has
effectively promoted that cinemas are the ideal
place to watch movies.
These initiatives have caused an ‘eventisation’
of cinemagoing. Using normalised moviegoer
data for the United States as an example,
Movio Research demonstrates less spontaneous
visitation between 2024 and the average of
2017-19:
• a greater percentage of tickets purchased
before a movie is released (9% versus 4%)
• more online ticket purchases compared to
walk-up purchases in-cinema (67% versus 27%)
• a greater preference for large screen formats
(9% versus 5%)
• more group sizes of 3+ (28% versus 25%).
There is a need for frictionless solutions that
maximise spend per head. Vista Group’s
solutions are designed to meet the evolving
needs of the cinema industry, and we are
innovating at pace, deploying time and money
saving features to our clients and providing
flexibility through extensibility.
14
The industry our solutions support • 15
1 Omdia Cinema Landscape Tracker – June 2024.
2 Worldwide box office, Box Office Mojo
The industry our solutions support
(cont.)
Delivering exceptional experiences
To counter box office dips, exhibitors are seeking
to encourage incremental visitation and spend
through nimble and site-specific programming,
loyalty and subscription programs, and 1:1
personalised marketing at scale. Many are
exploring smart pricing, altering the per-visit
value proposition (including through discount
days, loyalty offers and subscription programs)
to grow aggregate annual revenue across all
streams.
In addition, most exhibitors are looking to
streamline their cost to serve, including
through intuitive and guest-friendly self-service
channels, improving labour productivity,
inventory management and property costs.
Striking the appropriate balance between
all these initiatives has seen an increasing
number of exhibitors look to solicit direct guest
feedback to augment more passive moviegoer
transactional, demographic and behavioural
data captured by their enterprise systems.
Vista Group’s technology plays a critical role in
supporting exhibitors’ business needs, including
an increased reliance on practical, business-
oriented AI initiatives. Our solutions are built to
drive incremental returns and boost moviegoer
retention and spend through personalised
marketing opportunities.
Looking ahead
Strong box office performance boosts our
clients’ confidence to invest in new technologies
and experiences for moviegoers. This supports
our ambition to drive transaction-based revenue
across full-service dining and movie experiences.
The 2025 calendar year looks almost certain to
follow 2024’s franchise trend with a full slate
of Marvel movies, as well as sequels, reboots,
or extensions to Mission: Impossible, Jurassic
World, Avatar, Wicked, Superman, How to Train
Your Dragon, Zootopia, and John Wick.
January 2025 ended 10% up on January 20241
and expert forecasts from the likes of Gower
Street, The Numbers, and Deadline are all
predicting increased domestic box office revenue
this year.
The positive news continues in 2026, with
multiple titles predicted to hit the billion-dollar
mark, including sequels to Avengers, Super
Mario Bros, Star Wars, Shrek, and Moana.
Vista Group remains focused on creating
solutions that address clients’ challenges, which
is embodied in our consultative, client-led
roadmap. We continue to hit large milestones,
directly linking our performance to industry
success and increasing our recurring revenue
percentage.
Technology will play a critical role in cinemas’
next phase, helping exhibitors deliver
exceptional entertainment experiences to
moviegoers.
Inside Out 2
Released: June 2024
Box office: US$1.7b2
Deadpool & Wolverine
Released: July 2024
Box office: US$1.3b2
Moana 2
Released: November 2024
Box office: US$1.0b2
Despicable Me 4
Released: July 2024
Box office: US$1.0b2
1
3
4
2
16
The industry our solutions support • 17
Vista Group overview
This purpose drives our team, fuelling our
commitment to innovation and delivering
significant value to the industry. Our unified,
client-centred business model brings together
our solutions to provide an integrated and
innovative range of technology solutions across
the industry. We have accelerated momentum
throughout 2024, continuing to strengthen
our ecosystem and support the entire value
chain of the film industry. 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.
Our purpose
Vista Group's purpose
is to bring more people
together to share the
magic of cinema.
Our vision
Our solutions sit at the
heart of a connected
film industry and enable
exceptional cinematic
experiences.
Our connected ecosystem supports the entire industry value chain
18
Vista Group overview • 19
2025 key focus areas
Our goal is to build a world-class global
SaaS company, leveraging our strengths
to expand our total addressable market
and sustain growth beyond the Vista
Cloud transition. Our immediate focus
on growing Vista Cloud adoption through
client success and onboarding remains,
as we continue to accelerate and
improve our business performance.
Driven by our overarching purpose, our key
strategies orient us to progress the Vista Group
ecosystem that connects the industry and
powers the moviegoer experience. By bringing
our people together and focusing on client
success and innovation, our strategies will
deliver tangible benefits for the industry and
transform the cinema experience.
These objectives enhance our clients’ business
sustainability through improved digital guest
experiences and lower-cost operations. We are
transforming our solutions, capabilities, and
business to drive performance and growth,
centered on Our Clients, Our Solutions,
and Our People.
OUR PEOPLE
OUR CLIENTS
OUR SOLUTIONS
Stronger together
Our focus is providing exceptional service with clients at the heart of
everything we do. We are committed to continuously enhancing our client
experiences and their adoption of our innovation, strengthening our client
relationships, and contributing to the overall success of the industry.
Enable our clients to thrive
Our focus is on continuing to design and deliver remarkable solutions that
our clients value, with an emphasis on security, scalability, and innovation
that boosts our clients’ operational efficiency and enhances moviegoer
experiences.
Deliver remarkable cloud solutions
We are dedicated to fostering a vibrant and unified culture that enables
our people to thrive. We are focused on initiatives to evolve our employee
experience, enhance engagement and performance, and promote learning
and growth.
2025 key focus areas • 21
20
The
Vista
Cloud
Journey
The exemplary environment
and service that powers
Vista Cloud, underpinning
all capabilities.
Ensure cinemas can serve
their guests and operate
their theatres as efficiently
and effectively as possible.
“I love how lightweight it is. Not
having to worry about servers and
maintenance; it’s a luxury.”
Jeremy Curtis, Executive Officer
– Customer Experience & Technology,
Neighborhood Cinema Group
—
Understand how cinemas
are performing, why, and
bespoke recommendations
to seize every opportunity.
“The beauty of Oneview is how easily I
can look at all our operational data.”
Ben Huxtable, CEO, Wallis Cinemas
—
Scale to blockbuster moments
and deliver amazing user
experiences regardless of who
builds the sales channels.
Drive incremental returns and
boost moviegoer retention and
spend with tailored interfaces,
communications, and offers.
“What used to take 5, 6, 7 hours
every week, I can now do in half an
hour.”
Nick Scott, Head of Content and
Programming, United Cinemas
—
Core
Confidence
Data
Empowerment
Digital
Enablement
Moviegoer
Engagement
Operational
Excellence
Lumos for FatCats Entertainment
—
22
The Vista Cloud Journey • 23
Group trading overview
Vista Group continues to be the global leader in delivering
software and data analytics solutions to the film industry.
$150.0m 5%
Total Revenue
$134.6m 9%
Recurring Revenue
$55.7m 21%
SaaS Revenue
$145.6m 15%
ARR
$21.6m 62%
EDITDA
$1.8m 110%
Net Profit Before Tax
$16.8m 87%
Operating Cashflow
Free Cash Flow
Positive for 2H24
Group results
Vista Group had a strong trading performance
in 2024, demonstrating continued momentum,
delivering all-time record revenue, positive
free cash flow over the second half of 2024,
positive profit before tax, an acceleration
in clients transitioning to its cloud solutions,
and an increase in its long-term EBITDA
margin aspirations.
Vista Group's 2024 revenue of $150.0m was
up 5% on 2023, with recurring revenue of
$134.6m up 9% and SaaS revenue of $55.7m
up 21%. ARR closed at $145.6m up 15% on 2023.
Non-recurring revenue, primarily from new
on-premise licences and hardware sales, was
down 19% to $15.4m.
EBITDA of $21.6m was up 62% on 2023, and up
77% after adjusting for foreign exchange gains
and losses. Pleasingly, Vista Group surpassed
its 13-14% EBITDA margin guidance with a 15.5%
margin being achieved (also after adjusting for
foreign exchange).
Vista Group’s aspiration of returning to free cash
flow positive in the final quarter was exceeded
by achieving this for the entire second half of
the year, and 18 months earlier than indicated in
previous years.
This result underlines the key financial and
operating strengths of Vista Group:
• Strong and enduring client relationships
• Robust annuity revenue and accelerating cloud
solutions
• A leading global position in the film industry
• A passionate and focused team.
Vista Group changed its reporting segments
during the year to align to the newly transformed
business structure.
Revenue (NZ$m)
EBITDA Margin (%)
Total Revenue
2022
2023
2024
2025
(mid-point of guidance)
EBITDA Margin (%)
Group revenue and EBITDA margin
24
Group trading overview • 25
Cinema
Vista Group’s largest reporting segment,
‘Cinema’, represents ~80% of Vista Group’s
revenue, and includes software solutions for
the cinema industry, primarily Vista Cloud,
Movio EQ, Vista Classic (Vista Group’s legacy
on-premise solution) and Veezi.
The Cinema segment reported total revenue of
$119.8m (up 5% on 2023). Recurring revenue
was up 8% and SaaS revenue was up 23%. The
Cinema segment contribution margin of $40.2m
was up 11% on 2023 and the global market share
of enterprise clients, excluding China and India,
remained at 46%.
Client signings to Vista Cloud continue, with
17 clients signed during the year, including net
new clients Cine Colombia, Cinema West and
Silky Otter. Clients live on Vista Cloud include
Major Cineplex (181 sites), Cineplex (171 sites),
Pathé (115 sites), Cinepolis Spain (53 sites) and
Everyman (44 sites).
Vista Group sees this as strong momentum
and market validation, with 683 sites live on
Vista Cloud’s Digital Enablement, Moviegoer
Engagement and Operational Excellence
capabilities (15% of total enterprise client sites),
with 358 of these sites being live on Vista
Group’s full service Operational Excellence
platform (8% of total enterprise client sites).
Movio, a data analytics and campaign
management solution offered as part of Vista
Cloud’s Moviegoer Engagement capability,
continues to increase engagement and visitation
with a record 484 million emails sent in
December 2024.
With its focus on the independent market, Veezi
continues to expand its functionality to meet the
evolving needs of this vital segment of exhibition.
Film
Vista Group’s new ‘Film’ segment includes
software solutions for film studios and
distributors, including Maccs, Numero,
Movio Research, Powster and Flicks.
The Film segment reported total revenue
of $30.2m (up 5% on 2023), with a segment
contribution margin of $12.0m (up 24% on 2023).
Box office reporting and film distribution
products (Maccs, Numero, Movio Research)
performed well with revenue up 8% on 2023,
primarily driven by the continued geographic
expansion of the Numero platform, achieving
complete coverage of UK box office data
during 2024.
Powster’s creative studio business, which was
directly impacted by the content delays caused
by the writers’ and actors strikes’, saw revenue
decline 3% on 2023. This drop in creative
revenue is expected to be temporary, with
substantial improvements forecast in the 2025
box office and movie slate.
Flicks, the cinema and streaming discovery
website and app, reported revenue up another
19%, and is now reaching 22 million unique users
globally each year. Flicks continues to innovate
through a new membership offering, and
rewarding users by offering discounts and tickets
from partner brands.
Live Now
Live in 2025
December 2023
Contracting
Cinema cloud momentum
942
Vista Cloud
OPERATIONAL
EXCELLENCE
0
1000
1200
1400
1600
1800
2000
2400
2600
2,521
2200
200
400
600
800
Horizon / Oneview
DATA
EMPOWERMENT
1,499
Digital Solutions
DIGITAL
ENABLEMENT
MOVIEGOER
EXPERIENCE
Group trading overview (cont.)
26
Group trading overview • 27
Our sustainability approach
Our sustainability progress in 2024
The table below outlines our progress for 2024 against our sustainability targets.
TARGET
2024
PERFORMANCE AGAINST TARGET
STRONGER TOGETHER
Aspire to 40:40:20 gender representation
(all employees) by 2030
In progress
Gender composition remained relatively static in 2024,
highlighting a need to further strengthen efforts in this area to
ensure progress against our 2030 target.
An eNPS score aligned to at least the median
for the technology sector
Achieved
eNPS and wellbeing scores steadily tracked upwards
throughout the year, ending the year around the median for
the technology sector. Overall improved engagement and
wellbeing also correlates with higher retention rates and
improved productivity.
Invest in enhanced learning and development
programmes
In progress
The focus on learning and development has lifted overall
knowledge and capability across the business, particularly
enabling those in front line roles to best serve our clients’
needs.
Report and take action to minimise the
gender pay gap
Achieved
Our second gender pay gap was published in 2024, with
associated actions resulting in a 0.4% reduction in the gender
pay gap this year.
BUILDING GREATER TRUST
No notifiable privacy breaches or critical
security incidents
Achieved
Vista Group did not have any notifiable privacy breaches or
critical security incidents impacting Vista Cloud during 2024.
Maintain Board governance roadshows, at
least every 2 years
Maintained
During 2024 the Board had considerable engagement with
shareholders. Our next governance roadshows are scheduled
for 2025.
ISAE (NZ) 3000 / SAE 3150 controls
assurance report for Vista Cinema (NZ
equivalent to SOC 2 report)
In progress
In July 2024, we achieved our SOC 2 Type 1 attestation for
Vista Cloud and movieXchange, and we commenced the
process for obtaining SOC 2 Type 2.
CONSUMING RESPONSIBLY & IMPACTFUL INNOVATION
Publish our first Aotearoa New Zealand
Climate Standards (NZ CS) aligned climate
statement
Achieved
In April 2024, Vista Group published its inaugural Group
Climate Statement prepared in accordance with the NZ CS.
Integrate environmental expectations into
Supplier Code of Conduct
In progress
This activity will continue into 2025 as we develop our climate
ambitions and ensure our expectations of our supply chain
align.
100% of direct enterprise clients on cloud
solutions by 2030
In progress
15% of our direct clients’ sites are on the cloud journey and
8% have completed the transition.
Maintain Toitū carbonreduce certification
Achieved
In February 2024, Vista Group successfully completed its
second year of Toitū carbonreduce certification.
Measure remaining Scope 3 operational GHG
emissions categories
In progress
This activity will continue into 2025 as we obtain the data and
appropriate methodology for measuring emissions relating to
the use of our sold products.
As the world confronts
significant challenges,
we acknowledge our
responsibility to contribute
positively to the global
community we engage with.
Our sustainability framework complements Vista
Group's strategy with a focus on topics likely
to affect Vista Group in our efforts towards a
sustainable future.
Each year we review the framework and enhance
initiatives where we have the greatest potential
to make a positive impact.
Our framework is core to our sustainability
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:
• People: Stronger together
• Trust: Building greater trust
• Environment: Consuming responsibly and
impactful innovation.
28
Our sustainability approach • 29
Sustainability framework
BUILDING GREATER TRUST
STRONGER TOGETHER
CONSUMING RESPONSIBLY
& IMPACTFUL INNOVATION
• Optimise our talent - right people, right
roles - to drive productivity, innovation and
overall business success
• Foster a diverse and vibrant culture, which
promotes and rewards high performance
• A continued focus on our aspiration of
reaching 40:40:20 gender representation
by 2030
• Improved and highly reliable cinema-
branded digital channels
• Maintaining an effective governance and
decision-making structure
• Continuous improvement to safeguard
critical systems and protect data
• Responsible business conduct and ethics
• Maintaining an adequate and effective risk
management and internal control system
• Understand, measure, and reduce Vista
Group’s carbon footprint
• Through innovation assist our clients to
reduce their carbon footprint
• Develop responsible procurement practices
• Develop baseline metrics of performance
and productivity, to enable measurement of
year-on-year progress
• Wellbeing and eNPS scores aligned to at
least the median for the technology sector
• Create a roadmap to ensure all of our
people are treated fairly
• Obtain SOC 2 Type 2 compliance for Vista
Cloud and movieXchange in 2025
• Achieve SOC 2 Type 1 attestation report for
Movio Cinema EQ
• No notifiable privacy breaches or critical
security incidents
• Maintain Board governance roadshows, at
least every 2 years
• 100% of direct enterprise clients on cloud
solutions by 2030
• Maintain Toitū carbonreduce certification
• Measure remaining Scope 3 operational
GHG emission categories
• Reduce Scope 2 GHG emissions (market-
based) by 42% by 2030, from our 2022
base year
Focus area
Targets
United nations sustainable
development goals
30
Our sustainability approach • 31
Stronger together
Our people demographics
4
4
711
36
67
367
6
Regional distribution
71
Mexico
Malaysia
Brazil
South Africa
Europe
New Zealand
Total
Australia
19 - 28
121 (17%)
29 - 37
271 (38%)
38 - 46
207 (29%)
47 - 55
80 (11%)
56 - 64
28 (4%)
65+
4 (1%)
Age distribution
86
United Kingdom
Vista Group has made significant strides during
the year to foster a vibrant and unified culture
by aligning and strengthening initiatives which
support our people.
Key to this has been the development of the
Vista Group shared standards, which refer to
those behaviours that act as a compass for how
we work together. They serve as a reminder of
what we value and what is important to us at
Vista Group. Our shared standards, carefully
crafted from conversations with our people,
support and promote a culture of thriving high-
performance, innovation, and collaboration.
Alongside this, we have continued to focus
on core initiatives to evolve our culture and
employee experience, enhance engagement and
performance, as well as promote learning and
growth. Key achievements in 2024 include:
• Health, safety, and wellbeing: Prioritised
through campaigns, resources, and workshops
led by the wellness committee to support
mental health and wellbeing. Our wellbeing
score, based on a survey of our people, helps
us monitor the wellbeing of our people and
track the success of our initiatives. At the end
of 2024, we achieved a wellbeing score of 8.0,
up from 7.6 in 2023, surpassing our target of
7.9, which is the median for the technology
sector.
• Employee engagement: Steadily improved
throughout the year, exceeding our 2024
eNPS target. This success is attributed to
ongoing feedback engagement, proactive
communication, and addressing areas for
improvement.
• Unified performance approach: Adopted
across the organisation to streamline and
improve performance management.
• Remuneration initiatives: Implemented to
foster equity, reward performance, and
enhance the employee value proposition.
• Learning and development: Provided new
options through in-house online training
and facilitator-led workshops, to support
upskilling and career growth.
• Global recognition program: Launched to
celebrate the contributions and achievements
of our people.
• Fair treatment: Demonstrated year on year
improvement in the global gender pay gap,
established a global council to champion
our initiatives, and expanded parental leave
policies in Mexico and South Africa.
Vista Group remains committed to fostering a
diverse and inclusive culture, ensuring a safe
work environment, and supporting overall
organisational success.
Gender pay gap 9.5%
Vista Group has conducted its annual gender
pay gap analysis, covering all permanent and
fixed term employees globally. The 2024 gender
pay gap, measured as the difference between the
median pay of female and male employees, has
reduced from 9.9% in 2023 to 9.5% in 2024.
Vista Group remains committed to ensuring
equity in pay decisions and continues to follow
robust processes to ensure that our people are
paid equally for the same work undertaken.
This improvement highlights our continued
commitment to fostering fairness and closing
the gap across our global workforce.
Female representation
Our People
2024
29% (208 of 711)
2023
30% (213 of 716)
Our Board
2024
33% (2 of 6)
2023
33% (2 of 6)
GSLT
2024
9% (1 of 11)
2023
9% (1 of 11)
See page 64 for details on Vista Group's values.
70
United States
Vista Group’s shared standards
32
Our sustainability approach • 33
Building greater trust
Data security
With Vista Cloud, our responsibility for data
security grows, making it even more crucial to
provide a reliable and secure environment to
meet the expectations of our clients and retain
their trust.
Vista Group’s Board is responsible for
overseeing our cybersecurity programme and
setting the strategic direction for our security
practices and ensuring that appropriate
investment is made to continually strengthen
the security posture across all of Vista Group's
software solutions.
In July 2024, Vista Group achieved SOC 2 Type
1 for Vista Cloud and movieXchange. SOC 2
(Service Organisation Controls 2) is a voluntary
industry-leading compliance standard, and
the attestation demonstrates our dedication
and investment in providing solutions that are
reliable and secure.
SOC 2 compliance requires ongoing effort to
maintain and continuously enhance our security
practices. We initiated the next step towards
achieving SOC 2 Type 2 for Vista Cloud and
movieXchange.
Our commitment to do the right thing, coupled with our
evolution from a trusted software provider to a trusted
SaaS provider, underscores our dedication to deliver
exceptional value and foster long-lasting partnerships.
SOC 2 Type 2 focuses on demonstrating the
operational effectiveness of our processes and
involves an independent audit, which is expected
to take up to 12 months.
Additionally, Vista Group is extending the SOC 2
program to achieve SOC 2 Type 1 attestation for
Movio Cinema EQ.
To support the continuous improvement of
our client support, information and security
practices, we have:
• introduced two new roles, one to establish and
lead a dedicated security operations team and
the other to provide guidance and support to
the business on information security practices;
• increased the use of automated application
security tools to improve efficiency and visibility;
• strengthened our security and privacy
education program for our people; and
• adopted a follow-the-sun client support model
to ensure consistent and timely support to our
global client base.
Strengthening our risk practices
Effective risk management is fundamental for
achieving our strategic objectives.
During 2024, we concentrated on implementing
our enhanced control assessment programme to
monitor the effectiveness of our controls.
This programme has provided us with a deeper
understanding of our control environment
and enabled us to identify specific areas for
improvement.
In 2024, we revised our vendor risk management
procedures. We introduced and commenced
individual risk assessments for our contracted
vendors. This initiative has established standards
for oversight and monitoring requirements,
incorporates aspects of our modern slavery
program and helps us better understand and
manage the risks associated with our supply chain.
Turn to page 65 to read more about our risk
management and key risks.
34
Our sustainability approach • 35
Consuming responsibly
and impactful innovation
At Vista Group, we embrace
our responsibility to operate
sustainably and reduce
the climate impact of our
business. As a technology
company, Vista Group
functions within a digital,
office-based environment.
Our environmental footprint
is largely made up by office
energy consumption, third
party data centres, business
travel, and technology
consumables.
Climate reporting and our
carbon footprint
Vista Group is a climate-reporting entity under
the Financial Markets Conduct Act 2013.
In April 2024, we published our inaugural
Group Climate Statement in accordance with
the NZ CS.
Our 2023 Climate Statement is available at
vistagroup.co.nz/investor-centre.
Vista Group is relying on the Financials
Markets Conduct (Requirement to Include
Climate Statements in Annual Report) Exemption
Notice 20231. We intend to publish our second
Group Climate Statement in accordance with
the NZ CS at vistagroup.co.nz/investor-centre
by 30 April 2025.
In February 2024, Vista Group successfully
completed its second year of Toitū carbonreduce
certification. To achieve this certification, we
were required to measure our GHG emissions
in accordance with ISO 14064-1:2018 and to
manage and reduce our emissions against the
Toitū carbonreduce programme requirements.
Our carbon footprint covers Scope 1, Scope 2,
and selected Scope 3 emissions from each of
our entities around the world within our financial
control. In our second year of GHG emissions
reporting Vista Group reduced its total Scope 1, 2
and 3 emissions by 13% from our 2022 base year.
In 2024, our Vista London office relocated to a
property powered by 100% renewable energy.
Similarly, our Powster London office is supplied
with carbon zero energy. These measures
contribute to our reduction efforts.
Vista Group committed to an emissions
reduction target of 42% reduction in our
Scope 2 emissions (market-based) by 2030
from our 2022 base year.
Our 2024 GHG emissions inventory and
reduction performance will be published
in our 2024 Group Climate Statement at
vistagroup.co.nz/investor-centre by
30 April 2025.
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.
36
Our sustainability approach • 37
As Vista Group continues to grow and evolve,
the Board's support and experience are crucial
in driving the company's strategy in alignment
with the GSLT. Succession planning is essential to
maintain core governance, commercial, technology,
and market expertise. The ongoing focus is on
blending the experience of current directors
with new members who bring relevant ideas and
expertise, ensuring both stability and a robust
succession process.
The NRC and the Board’s support from the CEO,
GSLT and the People and Culture team across this
period has been invaluable in ensuring that the
clients and business are the core focus, while
our people have been supported to drive these
changes effectively, while managing the new
organisational structure. The improvement in our
people satisfaction rating in 2024 is pleasing and
a confirmation of the work done by the team.
Vista Group continues to operate in an extremely
competitive global and local market for skills and
capabilities. It is our priority to ensure the retention
of key people and the attraction of new talent
– supported by the remuneration and employee
benefits that form part of the value proposition and
that these are aligned to the remuneration strategy.
A specific focus of this strategy being to reward for
achieving financial and non-financial performance
that are aligned to targets agreed by the Board that
drive shareholder value.
Remuneration report
Letter from the Chair of the NRC
Dear Shareholder,
As Chair of the Nominations and Remuneration
Committee (NRC), I am pleased to present
Vista Group’s Remuneration Report for the
year ended 31 December 2024.
The priority for 2024 has been one of strong
execution, yielding strong shareholder returns.
The advancement of our vision and strategy to
drive greater client alignment and cloud migration,
supporting staff given the new organisational
model, and to improve financial performance,
has been achieved.
Off the back of the structural changes and
simplification of the business model in 2023, our
people have delivered a strong set of financial and
non-financial results.
Vista Group’s Board remains committed to a
remuneration strategy and framework that drives
and rewards achievement of both short-term
and long-term goals. The alignment of incentives
to key financial outcomes, coupled with specific
non-financial goals, are aimed at delivering strong
client and people outcomes while increasing
sustainable shareholder value. Shareholder and
market feedback continues to play an important
part of determining the right balance of incentives
and behaviours to align with the business and
shareholder expectations.
The Board is committed to continue listening to
feedback and where appropriate, make considered
changes to align to the strategic and short-term
outcomes being sought, while at the same time
demonstrating an increased level of transparency
in its remuneration policies, practices, and
reporting. This progress should be evident in
this remuneration report.
The report outlines Vista Group’s remuneration
strategy and approach, with a particular focus
on the remuneration framework for the CEO and
the GSLT.
There have been some refinements from the 2023
remuneration framework in the 2024 plan, notably
the removal of the tenure-based share rights from
the LTI scheme previously designed to retain key
employees during transitional periods. The Board
does not currently plan to grant tenure-based share
rights under any of the 2025 share schemes.
There will continue to be changes in 2025 to
further align the incentive plans to our strategic
initiatives and we aspire to continually improve
our remuneration framework practices. The Board
has already resolved the 2025 variable scheme
framework to be centered around the following
financial and operational measures:
•
STI: free cash flows, and client sites converted
to Vista Cloud
•
LTI: recurring revenue, EBITDA margin and
relative total shareholder return.
Thank you for your continued support and
feedback. We approach 2025 in a strong position
to retain and attract talent which we believe will
deliver on Vista Group’s underlying operational
and strategic goals.
Regards,
Cris Nicolli
Chair, NRC
38
Remuneration report • 39
Vista Group remuneration policy
Vista Group’s remuneration policy applies to all
of Vista Group’s employees, including the CEO
and GSLT, and is based on the principles that the
remuneration framework will:
• Be simple, clear and understandable to all
stakeholders;
• Be aligned with Vista Group’s strategic direction,
culture and shared standards and ensure the
long-term sustainability of Vista Group’s business
and to create and increase shareholder value;
• Be aligned to local markets to attract and retain
the best talent - including the mix of salary,
variable pay (if applicable) and benefits;
• Be fair and equitable, appropriately reflecting
the responsibilities of the role, as well as skills,
experience and performance of the individual in
the role, assessed against market pay, internal
benchmarking, gender pay gaps and applicable
adjustments; and
• Ensure that variable pay (where applicable) is
linked to clear and measurable performance
metrics, to encourage and recognise individual
and team contribution to Vista Group’s success.
Vista Group’s remuneration policy and these
principles are reviewed by the NRC at least
annually.
Total remuneration consists of fixed remuneration,
short-term incentives (STI), and long-term
incentives (LTI). The outcomes of STI and LTI 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.
Details of Vista Group’s STI and LTI are set out on
pages 42 to 43.
The CEO’s remuneration package is approved by
the Board on the recommendation of the NRC. The
remuneration packages of the GSLT (other than the
CEO), including fixed remuneration, STI and LTI
targets and their achievement, are reviewed by the
NRC at least annually. The remuneration packages
of the CEO and GSLT are benchmarked against
external and independent market remuneration
data to ensure competitiveness relative comparable
market peers to Vista Group. During the year, Vista
Group sought external and independent market
remuneration data from:
• PwC New Zealand for the purpose of
benchmarking the remuneration of Vista Group
employees in New Zealand; and
• Radford McLagan for the purposes of
benchmarking the remuneration of Vista Group
employees outside of New Zealand.
Remuneration governance
Vista Group’s policies that provide context for the
remuneration outcomes are listed below and are
available on vistagroup.co.nz/investor-centre:
• Board Charter
• NRC Charter
• Directors Remuneration Policy
• Vista Group Remuneration Policy
• Share Trading Policy.
Employee remuneration
The following table notes the number of employees
or former employees of Vista Group, not being
directors of Vista Group, who, for the year ended
31 December 2024, received remuneration and
any other benefits in their capacity as employees,
the value of which was or exceeded $100,000 per
annum, in brackets of $10,000. The remuneration
figures shown in the table include all monetary
payments actually paid during the year ended
31 December 2024, including STI payments made in
respect of the 2023 STI scheme. The table does not
include amounts paid post 31 December 2024 that
related to the year ended 31 December 2024, such
as STI payments in respect of the 2024 STI scheme,
or the value attributed to rights granted or shares
issued under LTI schemes during the year ended
31 December 2024.
REMUNERATION BAND (NZ$)
TOTAL GROUP EMPLOYEES
100,000
-
109,999
41
110,000
-
119,999
43
120,000
-
129,999
54
130,000
-
139,999
62
140,000
-
149,999
56
150,000
-
159,999
30
160,000
-
169,999
31
170,000
-
179,999
16
180,000
-
189,999
16
190,000
-
199,999
21
200,000
-
209,999
15
210,000
-
219,999
10
220,000
-
229,999
12
230,000
-
239,999
6
240,000
-
249,999
5
250,000
-
259,999
3
260,000
-
269,999
8
270,000
-
279,999
1
280,000
-
289,999
3
290,000
-
299,999
2
300,000
-
309,999
2
310,000
-
319,999
1
330,000
-
339,999
1
350,000
-
359,999
1
360,000
-
369,999
1
380,000
-
389,999
2
390,000
-
399,999
1
400,000
-
409,999
1
410,000
-
419,999
2
450,000
-
459,999
1
480,000
-
489,999
1
510,000
-
519,999
1
520,000
-
529,999
1
630,000
-
639,999
1
640,000
-
649,999
2
940,000
-
949,999
1
Total
455
40
Remuneration report • 41
Fixed remuneration
Fixed remuneration at Vista Group consists of base
salary, typically reviewed annually, and the country
specific benefits listed in the table below:
COUNTRY
BENEFITS
New Zealand
Kiwisaver contribution
Health insurance
Life insurance
Employee assistance program
United States
401k contribution
Health insurance
Life & long-term disability insurance
On site paid gym membership
Employee assistance program
United Kingdom
Pension scheme
Health insurance
Employee assistance program
Discounted gym memberships
Access to salary sacrifice scheme
Netherlands
Pension scheme
Health insurance
Employee assistance program
South Africa
Health insurance
Vitality flexible benefits
Employee assistance program
Mexico
Health insurance
Food coupons
Malaysia
Reimbursement for medical bills
Mobile phone allowance
Parking allowance
Romania
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 in each country across Vista Group’s
employees, including the CEO and GSLT.
STI scheme
Vista Group's STI is an at-risk incentive that may
be offered to an employee in respect of a specific
year. The STI is set as a fixed percentage of the
participating employee’s base salary. The STI
outcomes are determined based on the achievement
of financial and non-financial performance based
targets applicable to the relevant employee. If
achieved, the STI is paid in cash.
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 for the
2025 STI scheme are set out in the table below:
2025 TARGETS
% of STI
Vista Group Free Cash Flow
35%
Client sites live on Vista Cloud, or Segment Revenue1
35%
Employee or Client Net Promoter Score
15%
Personal targets2
15%
The key targets, percentages and terms for the
2024 STI scheme are set out in the table below:
2024 TARGETS
% of STI
Vista Group Free Cash Flow
30%
Vista Group Recurring Revenues
30%
Employee or Client Net Promoter Score,
or Segment Revenue1
20%
Personal targets2
20%
The Board retains discretion over the final outcome
of STIs, to allow appropriate adjustments where
unanticipated circumstances impact performance,
positively or negatively.
Under the 2024 STI scheme, the Board granted the
following awards to the CEO and GSLT members:
• CEO3: 48% of base salary.
• GSLT members: Between 20%– 40% of base
salary.
LTI scheme
Vista Group’s LTI is a share-based scheme
offered at the discretion of the Board on the
recommendation of the NRC.
The LTI is set as a fixed amount or a fixed
percentage of the participant's base salary.
The number of rights granted to a participant is
determined based on the participation amount
divided by the 10-day volume weighted average
price (VWAP) of Vista Group’s shares prior to the
grant date. Vista Group does not apply a discount
when calculating the number of rights to be granted
under the LTI scheme. The rights granted under
the LTI vest based on the achievement or otherwise
of certain targets and the satisfaction of certain
conditions typically over three years.
Vista Group intends to grant rights under the
2025 LTI Scheme in April 2025. Under the terms
of the 2025 LTI Scheme, all of the rights granted
will be performance rights, with one third of the
performance rights eligible to vest in each year of
the three year scheme based on the achievement of
the following financial targets:
2025 TARGETS
% of LTI
Vista Group Recurring Revenue
50%
EBITDA Margin (excluding FX gains/losses)
25%
Relative Total Shareholder Return
25%
In April 2024, Vista Group granted rights under the
2024 LTI scheme. Under the terms of the 2024 LTI
scheme, all of the rights granted were performance
rights, with one third of the performance rights
eligible to vest in each year of the three year scheme
based on the achievement of the following financial
targets:
2024 TARGETS
% of LTI
Vista Group Recurring Revenue
50%
EBITDA (excluding FX gains/losses)
50%
Share rights with vesting conditional only on the
continued tenure of the participant were not granted
under either the 2024 or 2025 LTI schemes.
Under the 2024 LTI scheme, the Board granted the
following awards to the CEO and GSLT members:
• CEO: 48% of base salary.
• GSLT members: Between 30%– 66% of base salary.
1 Targets detailed in the above tables vary slightly, to ensure the relevant GSLT members are incentivised to the targets most appropriate to their role.
2 The CEO does not have any targets aligned to personal objectives. His 2024 and 2025 STI targets instead are aligned to employee or client net promoter scores.
3 More details of the 2024 STI targets are available in the breakdown of CEO pay for performance (2024) table on page 45.
42
Remuneration report • 43
Past retention schemes
The past offer of tenure based share rights,
including under the retention schemes, in previous
years was used for the purpose of seeking to retain
key employees during challenging periods for
the film industry in which Vista Group operates,
including the pandemic and writers’ and actors’
strikes, and periods of transformation for Vista
Group’s business, including the CEO transition and
the 2023 business transformation.
The Board considered that the retention of key
employees over these periods, to continue to drive
Vista Group's strategy, was in the best interests of
Vista Group's shareholders.
The Board does not plan to grant any share rights,
with vesting conditional only on the continued
tenure of the participant, in 2025.
CEO retention scheme (2023)
In April 2023, the Board granted 200,000 share
rights to the new CEO under the CEO Retention
Scheme to attract top talent into the CEO role
and to drive alignment between that role and
Vista Group’s shareholders. Under the terms of
this scheme, the share rights vest subject to the
continued tenure of the CEO as follows:
• 100,000 share rights vested in April 2024
• 100,000 share rights are due to vest in April 2025.
The share rights granted to Stuart Dickinson as part
of the 2023 Group CEO Retention Scheme were
a mechanism the Board determined would ensure
the interests of the CEO would be immediately
aligned with those of Vista Group’s shareholders,
and to compensate for the imminent work required
to complete the proposed business transformation.
The Board did not grant any tenure-based share
rights to the CEO in 2024, and does not plan to
grant any tenure-based share rights to the CEO,
including under a retention scheme, in 2025.
Past executive retention schemes
The executive retention schemes were offered to
key employees that were deemed critical to retain
during periods of significant transition for Vista
Group. Under the terms of the schemes, the share
rights vest subject to the continued tenure of the
participants with Vista Group as follows:
• 2022 Grant: 300,000 share rights were granted
under this scheme to support the retention of
key employees during the implementation of a
senior executive succession plan. 100,000 of the
share rights vested in April 2024. The remaining
200,000 share rights are due to vest in April 2025.
• 2023 Grant: 300,000 share rights were granted
under this scheme to support the retention of key
employees to provide continuity during the CEO
transition. 250,000 of the share rights vested in
April 2024, with the remaining 50,000 share rights
lapsing at that time.
• 2024 Grant: 150,000 share rights were granted
under this scheme to support the retention of
certain key employees in connection with the
2023 business transformation. The share rights
are due to vest in April 2026.
The Board does not plan to grant any share rights,
with vesting conditional only on the continued
tenure of the participant, in 2025.
Breakdown of CEO pay for performance (2024)
The table below represents the pay for performance remuneration expected to be received by the CEO
relating to the 2024 financial year. These STI amounts will be paid, and LTI rights are expected to vest,
in April 2025.
DESCRIPTION
PERFORMANCE MEASURES
TARGET
TARGET
OUTCOME
% TARGET
ACHIEVED
% STI/LTI
PAYABLE
AMOUNT
ACHIEVED
NZ$
STI
Set at 48% of base
salary. Based on
a combination
of key financial
and non-financial
performance
measures.
30% based on Vista Group recurring
revenue. Results of between 95% to
105% of the target equates to STI
achievement of between 95% and
125% (capped). No STI is achieved
below 95%.
$137.3m
$134.6m
98.0%
80.0%
72,000
30% based on Vista Group
becoming free cash flow positive in
the fourth quarter of 2024.
FCF
positive
in 4Q24
FCF was
positive
in 4Q24
and 2H24
100.0%
100.0%
90,000
20% based on customer net
promoter score. If achieved, then
100% of applicable STI is payable.
Achieved
108.5%
100.0%
60,000
20% based on employee net
promoter score. If achieved, then
100% of the applicable STI is
payable.
Achieved
105.0%
100.0%
60,000
TOTAL STI
94.0%
282,000
LTI
2024 LTI Scheme1
50% based on Vista Group's 2024
recurring revenue. The threshold
to achieve is 90% with pro-rata
payment through to 100%.
$137.3m
$134.6m
98.0%
81.8%
77,537
50% based on Vista Group's 2024
EBITDA (adjusted for foreign
exchange). The threshold to achieve
is 80% with pro-rata payment
through to 100%.
$23.3m
$23.3m
100.0%
100.0%
94,767
2023 LTI Scheme1
50% based on Vista Group's 2024
recurring revenue. The threshold
to achieve is 90% with pro-rata
payment through to 100%.
$146.1m
$134.6m
92.1%
27.3%
30,284
50% based on continued tenure to
April 2025.
100.0%
111,042
TOTAL LTI
76.2%
313,630
Retention
Awards
2023 CEO retention
scheme1
100,000 rights vest in April 2025
based on continued tenure to that
date.
100.0%
310,000
TOTAL STI, LTI & RETENTION AWARDS
88.6%
905,630
1 Share rights in this table will vest and convert into Vista Group shares in April 2025. The share price at 31 December 2024 of $3.10 per share was used for calculating the value of
the shares expected to be issued under the LTI schemes.
44
Remuneration report • 45
CEO remuneration arrangements and outcomes
The total remuneration received by Stuart Dickinson as CEO in 2023 and 2024 is set out in the following
table:
BASE REMUNERATION (NZ$)
PAY FOR PERFORMANCE (NZ$)
YEAR
SALARY1
BENEFITS
INCENTIVE
PAYMENT
VALUE OF
SHARE RIGHTS
VESTED2
SUBTOTAL
STI2
PERFORMANCE
RIGHTS
VESTED2
SUBTOTAL
TOTAL
REMUNERATION
(NZ$)
2024
637,643
28,359
-
267,565
933,567
274,092
51,321
325,413
1,258,980
20233
451,919
19,770
200,000
-
671,689
-
-
-
671,689
1
The base salary of the CEO in 2023 and 2024 was $625,000 per annum. The values presented in this table include additional amounts required to be paid under
New Zealand legislation when an employee takes annual leave, or a lower value due to Stuart Dickinson being appointed as CEO from 11 April 2023.
2
The STI, LTI shares represented in this table relate to amounts paid or shares rights vested in the relevant financial year (for example, the 2023 STI is reflected in 2024, being the
year it was paid). The value attributed to share awards is Vista Group’s share price on the vesting date.
3
Remuneration received in the 2023 financial year was from 11 April 2023 to 31 December 2023, representing the period that Stuart Dickinson was appointed as CEO.
The Board approved an incentive payment in 2023 to help attract top talent to the CEO role, and to assist
in compensating Stuart Dickinson for variable remuneration that would be forfeit on his departure from his
previous employer.
The share rights granted to Stuart Dickinson as part of the 2023 LTI scheme and the 2023 Group CEO
Retention Scheme were a mechanism the Board determined would ensure the interests of the CEO would
be immediately aligned with those of Vista Group’s shareholders, and to compensate for the imminent work
required to complete the proposed business transformation. The Board did not grant any tenure-based share
rights to the CEO in 2024, and does not plan to grant any tenure-based share rights to the CEO, including
under a retention scheme, in 2025.
At 31 December 2024, the CEO was a participant in the following share-based schemes:
NUMBER OF SHARE RIGHTS
VALUE OF SHARE RIGHTS
LTI
TRANCHE
PERFORMANCE
MEASURES
PERFORMANCE
PERIOD
GRANT
DATE
FINANCIAL
YEAR OF
TARGET
FINANCIAL
TARGET
(NZ$)1
GRANTED
VESTED
DURING
2024
OUTSTANDING
AT
31 DEC 2024
ON GRANT
DATE
(NZ$)
AT
31 DEC 2024
(NZ$)
2024
LTI
Scheme
Vista Group
recurring
revenue
Jan 2024 to
Apr 2025
Apr
2024
2024
137.3m
30,570
-
30,570
50,000
94,767
Jan 2023 to
Apr 2025
Apr
2024
20251
30,570
-
30,570
50,000
94,767
Jan 2023 to
Apr 2026
Apr
2024
20261
30,570
-
30,570
50,000
94,767
Vista Group
EBITDA
(excluding FX)
Jan 2024 to
Apr 2025
Apr
2024
2024
23.3m
30,570
-
30,570
50,000
94,767
Jan 2023 to
Apr 2025
Apr
2024
20251
30,570
-
30,570
50,000
94,767
Jan 2023 to
Apr 2026
Apr
2024
20261
30,570
-
30,570
50,000
94,767
2023
LTI
Scheme
Vista Group
recurring
revenue
Jan 2023 to
Apr 2024
Mar
2023
2023
127.1m
35,820
26,051
9,769
50,000
30,284
Jan 2023 to
Apr 2025
Mar
2023
2024
146.1m
35,820
-
35,820
50,000
111,042
Jan 2023 to
Apr 2026
Mar
2023
20251
35,820
-
35,820
50,000
111,042
Continued
tenure
Jan 2023 to
Apr 2024
Mar
2023
2023
35,820
35,820
-
50,000
-
Jan 2023 to
Apr 2025
Mar
2023
2024
35,820
-
35,820
50,000
111,042
Jan 2023 to
Apr 2026
Mar
2023
2025
35,820
-
35,820
50,000
111,042
2023
CEO
Retention
Scheme
Continued
tenure
Apr 2023 to
Apr 2024
Apr
2023
100,000 100,000
-
150,900
-
Apr 2023 to
Apr 2025
Apr
2023
100,000
-
100,000
150,900
310,000
TOTAL
598,340
161,871
436,469
901,800
1,353,054
1
Vista Group’s recurring revenue and EBITDA targets for 2025 and 2026 have not been provided in the table above because they are commercially sensitive to Vista Group. The
financial targets were set by the Board based on Vista Group’s Board approved budget and long-range forecast at the time the rights were granted under the relevant share-
based scheme, and considered to be challenging targets for Vista Group’s business to achieve.
46
Remuneration report • 47
Share-based schemes
Rights to be granted under share-
based schemes in 2025
2025 LTI Scheme
In April 2025, Vista Group expects to grant rights
to the CEO, GSLT and other selected senior
management under this scheme. Under the terms
of the 2025 LTI Scheme all of the rights granted
will be performance rights, with one third of the
performance rights eligible to vest in each year of
the three year scheme, based on the achievement of
the following financial targets:
2025 TARGETS
% of STI
Vista Group Recurring Revenue
50%
EBITDA Margin (excluding FX gains/losses)
25%
Relative Total Shareholder Return
25%
The Board does not plan to grant any share rights,
with vesting conditional only on the continued
tenure of the participant, in 2025.
Rights granted under share-based
schemes in 2024
In April 2024, Vista Group granted 1,470,984 rights
(representing 0.62% of the total Vista Group shares
on issue at that time) to participants under the
following share-based schemes.
2024 LTI Scheme
In April 2024, Vista Group granted 1,320,984
rights to the CEO, GSLT and other selected senior
management under this scheme. Under the terms
of the 2024 LTI Scheme all of the rights granted
were performance rights, with one third of the
performance rights eligible to vest in each year of
the three year scheme, based on the achievement of
the following financial targets:
• Recurring Revenue targets (50% - representing one
sixth of the total LTI); and
• EBITDA targets (excluding foreign exchange
gains/losses) targets set by the Board
(50% - representing one sixth of the total LTI).
The Board did not grant any share rights, with
vesting conditional only on the continued tenure of
the participant, under the 2024 LTI Scheme.
2024 Executive Retention Scheme
In April 2024, Vista Group granted 150,000 share
rights under this scheme to support the retention of
certain key employees in connection with the 2023
business transformation. The share rights are due
to vest in April 2026, conditional on the continued
tenure of the participants at the vesting date.
Past Retention Schemes
Further details regarding the past retention schemes
are set out on page 44.
Vista Group granted the following rights to
the selected senior management with vesting
conditional on the relevant participants continued
tenure with Vista Group:
• 2023 CEO Retention Scheme: 200,000 share
rights in April 2023;
• 2023 Executive Retention Scheme: 300,000 share
rights in March 2023; and
• 2022 Executive Retention Scheme: 300,000 share
rights in March 2022.
Other Information
The aggregate number of rights granted and shares
issued in 2024 under all of Vista Group’s share-
based schemes was ~1.2% of Vista Group shares on
issue at that time.
The Board does not currently plan to grant any
share rights, with vesting conditional only on the
continued tenure of the participant, in 2025.
Shares issued in 2024 under share-
based schemes
In April 2024, Vista Group issued 1,433,160 Vista
Group shares (representing 0.61% of the total Vista
Group shares on issue at that time) to participants
under the following share-based schemes. Further
details of the Vista Group shares issued in 2024 are
set out in the table on the following page.
2021, 2022 and 2023 LTI Schemes
Between 2021 and 2023, Vista Group granted the
following share rights and performance rights to the
CEO, GSLT and other selected senior management:
• 2023 LTI Scheme: 825,327 share rights and
825,327 performance rights in March 2023;
• 2022 LTI Scheme: 634,056 share rights and
634,056 performance rights in March 2022; and
• 2021 LTI Scheme: 618,834 share rights and
618,834 performance rights in April 2021.
Under the terms of the 2021, 2022 and 2023
LTI Schemes, one third of the share rights and
performance rights under those schemes are
eligible to vest each year of the three-year term of
the relevant scheme based on:
• Share Rights: Continued tenure, with one third
of the share rights under the LTI grant eligible to
vest annually. No share rights were granted under
the 2024 LTI Scheme, and no share rights will be
granted under the 2025 LTI Scheme.
• Performance Rights: Achievement of Vista Group
recurring revenue targets set by the Board, with
one third of the performance rights under each
LTI scheme eligible to vest annually. Performance
rights that do not vest are eligible to roll over and
vest where targets are achieved in future years of
the scheme.
48
Remuneration report • 49
Shares issued in 2024 under share-based schemes
The following table should be read in conjunction with the commentary on the previous page.
SCHEME
RIGHTS
PERFORMANCE MEASURES
TARGET
TARGET
OUTCOME
% TARGET
ACHIEVED
% OF
RIGHTS
VESTED
# SHARES
ISSUED
2023 LTI Scheme
Performance
Rights
Vista Group’s 2023 recurring
revenue. The threshold to achieve
is 90% with pro-rata payment
through to 100%.
$127.1m
$124.0m
97.0%
72.7%
183,469
Share Rights
Continued tenure with Vista Group
100.0%
252,255
2023 CEO
Retention Scheme
Share Rights
Continued tenure with Vista Group
100.0%
100,000
2023 Executive
Retention Scheme
Share Rights
Continued tenure with Vista Group
100.0%
250,000
2022 LTI Scheme
Performance
Rights
Vista Group’s 2023 recurring
revenue. The threshold to achieve
is 90% with pro-rata payment
through to 100%.
$126.8m
$124.0m
97.0%
72.7%
120,351
Share Rights
Continued tenure with Vista Group
100.0%
165,467
2022 Executive
Retention Scheme
Share Rights
Continued tenure with Vista Group
100.0%
100,000
2021 LTI Scheme
Performance
Rights
Vista Group’s 2023 recurring
revenue. The threshold to achieve
is 90% with pro-rata payment
through to 100%.
$121.4m
$124.0m
102.0%
100.0%
130,809
Share Rights
Continued tenure with Vista Group
100.0%
130,809
TOTAL RIGHTS VESTED IN 2024
1,433,160
Outstanding rights
The total number of outstanding rights granted to Vista Group employees (less known leavers) at
31 December 2024 are set out in the following table:
PLAN TYPE
VESTING YEAR
TOTAL
OUTSTANDING
RIGHTS
2025
2026
2027
2024 LTI Scheme
440,328
440,328
440,328
1,320,984
2024 Executive Retention Scheme
-
150,000
-
150,000
2023 LTI Scheme
525,912
462,812
-
988,724
2023 CEO Retention Scheme
100,000
-
-
100,000
2022 LTI Scheme
352,297
-
-
352,297
2022 Executive Retention Scheme
200,000
-
-
200,000
TOTAL OUTSTANDING RIGHTS
1,618,537
1,053,140
440,328
3,112,005
2024 director remuneration
Director remuneration policy
When determining the fees for non-executive directors, the Board ensures that fees are set in a manner that
is fair, flexible and transparent. The NRC considers the experience and responsibility of the directors, the
global nature and complexity of Vista Group’s business, and the level of governance and time commitment
required from directors. There has been no changes in this policy during the year. A copy of Vista Group’s
Directors’ Remuneration Policy is available at vistagroup.co.nz/investor-centre.
At Vista Group’s ASM held on 26 May 2021, shareholders approved a total non-executive director
remuneration pool of $725,000. The director remuneration pool has not changed since that date. With
Vista Group's return to profitability and in connection with the inflationary environment, the Board intends
to seek shareholder approval for an increase of the director remuneration pool at the 2025 ASM to be
held on 21 May 2025. The Board will obtain independent and external advice and data for benchmarking
purposes ahead of the 2025 ASM. Further information will be included in the notice of meeting for the ASM.
The Board had no need to obtain independent and external advice during 2024.
Information regarding the Board and Committees is included on page 61.
A breakdown of the Directors’ fees in 2024 is set out in the table below:
POSITION HELD (AMOUNTS PER ANNUM IN NZ$)
MAR-DEC 2024
JAN-FEB 2024
Chair
185,000
180,000
Director
90,000
85,000
ARC Chair
20,000
15,000
ARC member (excluding ARC Chair)
12,000
10,000
NRC Chair
20,000
15,000
NRC member (excluding NRC Chair)
12,000
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 2024 are set out in the table below:
DIRECTOR (AMOUNTS IN NZ$)
DIRECTOR
FEE
FEE FOR
ARC
FEE FOR
NRC
ADDITIONAL FEES
& BENEFITS THAT
DO NOT RELATE TO
SERVICES AS
A DIRECTOR
MARKET VALUE OF
SHARES ISSUED
/ TRANSFERRED
AS DIRECTOR
REMUNERATION
TOTAL
REMUNERATION
RECEIVED
Susan Peterson (Chair)
184,167
-
-
-
-
184,167
Claudia Batten
89,167
-
11,667
-
-
100,833
Murray Holdaway
89,167
-
-
-
-
89,167
James Miller (ARC Chair)
89,167
19,167
-
-
-
108,333
Cris Nicolli (NRC Chair)
89,167
11,667
19,167
-
-
120,000
Kirk Senior
89,167
11,667
11,667
-
-
112,500
Total
630,000
42,500
42,500
-
-
715,000
No shares were issued or transferred during the year as part of director remuneration (2023: none).
The total fees paid to directors of $715,000 is within the $725,000 directors’ fee pool approved at the ASM
held on 26 May 2021. The number of Vista Group shares held by each director is included on page 72.
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 2024.
50
Remuneration report • 51
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 2025. The information
is current as of that date, unless otherwise noted.
Vista Group is committed to high standards of
corporate governance, aiming to protect and
enhance shareholder interests, and provide
long-term value.
Vista Group’s governance framework ensures Board
accountability to our shareholders and provides for
an appropriate delegation of responsibilities to the
CEO and GSLT.
The Board regularly reviews governance policies
and practices to ensure compliance with NZX and
ASX standards (Vista Group is an ASX Foreign
Exempt Listed company), reflecting shareholder
expectations in New Zealand and Australia.
At the date of this Annual Report, Vista Group’s
governance practices over the reporting year
comply with the NZX Corporate Governance
Code and, although not required due to our ASX
foreign-exempt listing status, also comply with
the ASX Corporate Governance Principles and
Recommendations (fourth edition).
For the purposes of ASX Listing Rule 1.15.3, Vista
Group confirms that it has complied with, and
continued to comply with, the NZX Listing Rules.
Vista Group has reported against the NZX
Corporate Governance Code dated 31 January
2025. A table setting out the principles and
recommendations addressed this Annual Report is
included on pages 78 and 79.
Vista Group’s Board
The directors of Vista Group as at the date of this Annual Report are as follows:
Susan Peterson
BCom, LLB
Independent Chair
Kirk Senior
BCom, CA
Non-Independent
Non-Executive Director
Claudia Batten
BCom, LLB (Hons)
Independent Director
James Miller
BCom, FCA
Independent Director
Cristiano (Cris) Nicolli
BMS, FAICD
Independent Director
Murray Holdaway
BSc, BCom
Executive Director1
Details of directors’ skills and experience can be
found at vistagroup.co.nz/board-management.
Board composition and characteristics
Board members
6
Independent Non-Executive Directors (female)
Executive Directors (male)
Non-Independent Non-Executive Directors (male)
Independent Non-Executive Directors (male)
1
Murray Holdaway retired as Vista Group's Chief Product Officer in June 2022. However, as a participant in Vista Group's Gold Class Alumni Scheme,
Murray remains an executive as defined in the NZX Listing Rules
52
Corporate governance • 53
The Board focuses on ensuring it has the diverse skills, backgrounds and
experiences of its individual directors, ensuring its culture aligns with Vista
Group’s values.
Board skills matrix
Capability overview
Susan
Peterson
Claudia
Batten
Murray
Holdaway
James
Miller
Cris
Nicolli
Kirk
Senior
Software, cloud, online and operating platforms
Expertise and experience in the development and delivery of software and digital solutions through on-premise,
managed services, cloud and / or online platforms
2
3
3
2
3
2
Digital product management and marketing
Expertise and experience in digital product marketing and management, including an understanding of technology
trends and implications, and the software and technology value chain
2
3
2
1
3
2
Data
Expertise in the collection, processing, and commercialisation of data and marketing applications, including the
use of Al and experience with data protection legislation in Vista Group's key international markets (North America,
South America, EMEA, APAC)
2
3
2
1
2
2
Strategy and development
Expertise in corporate strategy and developing early stage businesses, including strategic reviews, M&A and
strategic partnerships
3
3
3
3
3
3
Go-to-market in international markets
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
2
3
3
1
3
3
Financial expertise
Financial expertise with significant public company experience in finance, accounting, capital markets, credit
markets, banking and investor relations
2
2
2
3
3
3
Listed company
Depth of expertise on listed company boards, including experience in governance, compliance and risk
management and health and safety
3
3
2
3
3
2
People and culture
Depth of expertise in remuneration, retention, workforce planning, talent and culture
3
3
2
2
2
2
Film industry
Depth of experience in the film industry, including in film exhibition and / or distribution
1
1
3
1
1
3
Sustainability
Deep understanding of the environmental, social and governance considerations in a strategic and operational
context and the applicable legislative framework, including the NZ CS
3
2
1
3
1
1
Following the NRC’s assessment in 2024,
the Board is confident it continues to have
the appropriate mix of skills and experience
necessary to govern Vista Group.
The Board skills matrix enables an assessment of
skills and experience of individual directors, and
how the directors work together as a whole.
Assessing the level of skill and expertise of each
director demonstrates how that director contributes
to the governance of Vista Group.
Details on the key skills and experience of
each individual directors’ contribution to the
Vista Group’s Board can be found at
vistagroup.co.nz/board-management.
Proficiency guide:
1. Low proficiency
2. Medium proficiency
3. High proficiency
54
Corporate governance • 55
Independence and conflicts
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 based on their status as Non-Executive Directors who are not substantial
shareholders and 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
and Murray Holdaway) are not considered to be
Independent Directors. Kirk Senior resigned as
Executive Chair and as an executive with effect from
1 January 2021. Considering all relevant factors,
including his previous executive role, the Board has
determined that Kirk Senior is not an Independent
Director. Murray Holdaway, co-founder of Vista
Group, holds 2.86% of Vista Group’s ordinary
shares, and was Vista Group’s Chief Product Officer
until he resigned in 2022. Considering all relevant
factors including his previous executive roles, the
Board has determined that Murray Holdaway is not
an Independent Director.
None of the directors are a:
• partner, director, senior executive or material
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;
• material supplier to Vista Group or have any
other material contractual relationship with
Vista Group or any of its subsidiaries other than
as a director of Vista Group or, in respect of
Kirk Senior and Murray Holdaway only, as an
employee of Vista Group or one of its subsidiaries
(within the past three years); or
• 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.
None of the directors are currently deriving, or
within the last 12 months derived, a substantial
portion of their annual revenue from Vista Group.
No director has any close family ties or personal
relationships (including close social or business
connections) with anyone in the categories listed
above.
Other than Murray Holdaway (co-founder), no
director has been a director of Vista Group for a
period of 12 years or more.
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
independent of the CEO.
Responsibilities
The Board is responsible for Vista Group’s strategic
direction and operations, and delegating certain
responsibilities to the CEO and GSLT. The Board
is committed to long-term shareholder value and
safeguarding the highest standards of governance,
corporate behaviour, and accountability.
The Board’s responsibilities are set out in the Board
Charter and include:
Strategy and planning
• Selecting and, if necessary, replacing the CEO;
• Ensuring adequate management and a
satisfactory plan for management succession
is in place;
• Reviewing and approving strategic, business and
financial plans prepared by the GSLT;
• Reviewing and approving material transactions
and investment and divestment decisions; and
• Approving and overseeing the administration of
the technology development strategy.
Financial performance and integrity
• Monitoring Vista Group’s performance against its
approved strategic, business and financial plans
and overseeing operating results.
Code of ethics
• Ensuring Vista Group, the Board and the GSLT’s
behaviour is in compliance with the Code of
Ethics, the constitution, any applicable laws and
regulations, NZX Listing Rules, and any relevant
auditing and accounting principles; and
• Implementing and reviewing the Code of Ethics
to foster high standards of ethical conduct and
holding accountable those directors, managers,
or other employees who engage in unethical
behaviour.
Risk and audit
• 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 the Board
Charter and Delegated Financial Authority Manual.
The CEO and GSLT are responsible for:
• developing and recommending strategies to the
Board;
• managing and implementing Board approved
strategies;
• formulating and implementing management
policies and reporting procedures;
• making decisions in line with the Delegated
Financial Authority Manual;
• managing business risk and implementing the
Board approved risk management framework;
and
• the day-to-day leadership and management of
Vista Group.
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
the reporting year on this basis. The NRC is also
responsible for overseeing the CEO’s evaluation of
the GSLT. Further details regarding Vista Group's
remuneration framework are contained in the
Remuneration Report.
56
Corporate governance • 57
Selection, nomination and appointment
No new directors were appointed during the 2024
financial year.
The Board undertakes appropriate checks before
appointing a director or putting forward any
candidate for election as a director. This includes
the assessment of the existing and desirable skills
of the Board, taking into account the Board skills
matrix to identify skills that would be required
in order to contribute to the long-term strategic
direction of Vista Group. The Board also ensures
constitutional requirements are met, and that
relevant independence criteria set by the NZX
Listing Rules and the NZX Corporate Governance
Code are satisfied.
Governance at Vista Group
Training and development
The Board receives regular briefings from
management on Vista Group’s business operations,
changes to the operating environment, health and
safety, and other wellness matters. Board strategy
days are held during the year to consider matters of
strategic importance to Vista Group.
Vista Group provides regular development
opportunities for directors through Director
Education Sessions. During 2024 Vista Group held
3 Director Education Sessions.
Outside of Director Education Sessions, the
directors undertake appropriate training to remain
current on how to best perform their duties 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 duties as directors of Vista Group.
All the directors attended the ASM held on 21 May 2024. Each Committee Charter provides that
employees and Executive Directors can only attend Committee meetings at the invitation of the Chair of
the relevant Committee.
Non-Executive Directors have a standing invite to all Committee meetings.
2024 governance calendar and attendance
Vista Group’s 2024 governance calendar is set out in the table below:
ARC
NRC
Director
BOARD
ATTENDANCE
BOARD
BOARD
SUB-COMMITTEE
NEW
SHAREHOLDER
COMMITTEE
COMMITTEE
MEMBER
PRESENT
NON-COMMITTEE
MEMBER
PRESENT
COMMITTEE
MEMBER
PRESENT
NON-COMMITTEE
MEMBER
PRESENT
Susan Peterson
100%
20
1
23
6
5
Claudia Batten
100%
20
6
5
Murray Holdaway
100%
20
6
5
James Miller
100%
20
2
22
6
5
Cris Nicolli
100%
20
1
6
5
Kirk Senior
100%
20
6
5
Director
JAN
FEB
MAR
APR
MAY
JUN
JUL
AUG
SEP
OCT
NOV
DEC
Board
1
2
1
3
3
1
2
2
2
2
1
Board Sub-Committee
1
1
ARC
1
1
1
1
1
1
NRC
1
1
1
1
1
ASM
1
During 2024, the Board held 20 meetings, and a New Shareholder Committee was constituted and held 23
meetings. This significant increase in the time commitment of directors was required to ensure the interests
of all shareholders were appropriately managed during a period of change in Vista Group's share register. By
way of comparison, in 2023 the Board held only 11 meetings. Details regarding the directors' attendance at
meetings in 2024 is set out in the table below:
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Corporate governance • 59
Reviewing performance
The performance of the directors (individually and collectively) and the effectiveness of Board processes and
committees are regularly evaluated through various methods, including questionnaires, Board discussions,
and evaluations at the end of each Board meeting. A performance review led by the Chair was carried out
during the reporting year, with the next review scheduled for 2025.
Tenure
Vista Group notifies shareholders annually 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:
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.
Vista Group has an established Board succession process, led by the Chair of the NRC, to manage the
refreshment of the Board, evaluation of independent director candidates, and Chair succession. During
2024, the Chair of the NRC commenced a Board succession process which was necessarily paused in
response to the special meeting requisitioned in October 2024. This process was recommenced following
the withdrawal of that special meeting.
Board committees
The Board has two standing committees:
the ARC and the NRC. The members of those
committees are:
ARC
DIRECTOR
INDEPENDENCE
James Miller (Chair)
Independent
Cris Nicolli
Independent
Kirk Senior
Non-Independent
NRC
DIRECTOR
INDEPENDENCE
Cris Nicolli (Chair)
Independent
Claudia Batten
Independent
Kirk Senior
Non-Independent
Vista Group does not have a separate Nominations
Committee or a separate Remuneration Committee.
Rather, the NRC fulfils the functions of both those
committees.
Each committee focuses on specific areas
of governance, strengthening 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 regularly assesses the need for
additional ad hoc committees. Additional
temporary committees are established from
time to time, including as required to provide
governance oversight on short-term projects.
In May 2024, Admetus Capital Limited (Potentia)
acquired a 19.9% stake in Vista Group. A New
Shareholder Committee was created, consisting
of the Chair and ARC Chair, to engage with Potentia
on behalf of the Board, respond to proposals
presented by Potentia, and communicate with
Vista Group's other shareholders.
Other than the New Shareholder Committee,
the Board has determined that no further standing
committees are required.
Committee charters
Each standing committee operates under a written
charter approved by the Board and reviewed as
required at least every two years. These charters are
available at vistagroup.co.nz/investor-centre.
Directors’ shareholdings in
Vista Group
The Board encourages the directors’ interests to
closely align with those of shareholders and with
Vista Group’s strategic aims. To strengthen this
alignment, the Board encourages directors to hold
shares in Vista Group, with the final determination
left to the personal circumstances of individual
directors. Further details of directors’ shareholdings
in Vista Group are set out under Directors’
Disclosures on page 72.
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 is accountable
to the Board, through the Chair, on all governance
matters.
DIRECTOR | APPOINTED
2003 (CO-FOUNDER)
2014 (IPO)
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
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
3.3 yrs
21.4 yrs (co-founder)
10.6 yrs (since IPO)
10.6 yrs (since IPO)
7.9 yrs
4.0 yrs
Governance at Vista Group
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Corporate governance • 61
Audit plan and role of the external auditor
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
audit partner at least every five years. Vista Group
will rotate its key audit partner in the 2025 financial
year, with Troy Florence being replaced by
Jonathan Kirby. Vista Group’s key audit partner
in 2024, Troy Florence, attended Vista Group’s
2024 ASM and 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
2024 are included in section 2.3 of the Financial
Statements.
The Board considers that due to the nature and
quantum of the non-audit services work, the
independence of PwC has not been 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 Board Charter
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;
• ensuring the independence, objectivity and
effectiveness of the auditor;
• reviewing the audit plan, nature and scope of the
audit before commencement;
• reviewing Vista Group’s letter of representation
to the auditor; and
• discussion with the auditor of any problems,
reservations, or issues arising from the audit
and referring matters of a material or serious
nature to the Board.
Audit conflict safeguard and
resolution process
It is the responsibility of the ARC to ensure audit
independence. The committee ensures this by
requiring the audit engagement partner to obtain
approval from the ARC Chair before any non-audit
services may be provided by the external audit firm.
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 the external
audit firm's 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
to determine whether any market announcement
is required.
The external auditor’s report to shareholders on
page 125 discloses all non-audit services and any
other relevant independence considerations.
Assurance and managing risk
Timely and balanced disclosure
Shareholders and markets
Vista Group is committed to maintaining a fully
informed market through effective communication
with the NZX and ASX, shareholders and investors,
analysts, media and other interested parties.
Vista Group provides all stakeholders with equal
and timely access to material information that is
accurate, balanced, meaningful and consistent.
Where Vista Group provides a new and substantive
investor or analyst presentation, it ensures the
presentation materials are released to the NZX
and ASX announcement platforms ahead of the
presentation.
Vista Group’s Continuous Disclosure Policy is
designed to ensure material information is released
to the NZX and ASX announcement platforms
in compliance with Vista Group’s continuous
disclosure obligations under the NZX Listing Rules
and the Financial Markets Conduct Act 2013.
The Continuous Disclosure Policy is available
at vistagroup.co.nz/investor-centre.
The Disclosure Committee is responsible for
administering the Continuous Disclosure Policy
and ensuring that Vista Group complies with its
continuous disclosure obligations. The Disclosure
Committee comprises 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 Disclosure Committee is required to refer
information regarding matters of fundamental
significance to Vista Group, including financial
results, earnings guidance, dividend policy
determinations, transformational transactions,
and significant resignations, to the Board (or where
the Board is not available, an Approval Committee)
for its determination.
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
Counsel and Company Secretary is responsible
for releasing material information on the NZX
and ASX announcement platforms. Directors
consider at each Board meeting whether there is
any material information which should be disclosed
to the market.
Integrity of reporting
The CEO and the CFO are required each full
year to provide a letter of representation to the
Board confirming that the financial statements
have been prepared in accordance with legal
requirements, comply with generally accepted
accounting practice 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 2024 financial statements.
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Corporate governance • 63
Vista Group's values
Vista Group values and respects the diverse contributions, ideas and experiences of its global workforce.
Vista Group prohibits and will not tolerate discrimination based on age, ethnic origin, marital status,
religion, gender identity, sexual orientation or social origin.
During the year, Vista Group made the following progress against our objectives:
OBJECTIVE
ADDITIONAL INFORMATION
Ensuring there is a minimum of two
females on the Board at all times
Vista Group has maintained a gender representation on its Board, with Susan Peterson
as Chair and Claudia Batten as an Independent Non-Executive Director.
Progressing towards our aspiration of
40:40:201 gender representation (across
all employees by 2030)
Women comprised 33% of all new hires in 2024, with the proportion of women new
hires increasing to 41% at the early career level (interns and graduates). With the
proportion of female leavers at 38%, Vista Group’s overall gender representation
slipped one percentage point to 29% female representation.
Vista Group remains committed to this objective through strengthened efforts in this
area, specifically in both attracting and retaining our female talent.
Report on a full Gender Pay Gap
analysis annually and actions
undertaking to minimise the gap
A comprehensive global Gender Pay Gap analysis was completed during 2024, which
compared the median hourly rates and variable pay of men and women (details are
provided on page 33).
At 31 December 2024 Vista Group’s global gender pay gap was 9.5%. 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 keep lowering 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+
In 2024, Vista Group established a global council to capture diverse perspectives
and champion DEI initiatives. This council has contributed to the development and
promotion of inclusive work practices, education and awareness raising across the
business.
We continue to celebrate key cultural events around the world, reflecting both our
global reach as well as the representation of our people.
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 areas of focus.
2025 objectives:
Vista Group remains committed to its values including maintaining our inclusive culture.
Vista Group’s key objectives in 2025 are to:
• ensure there is a minimum of two females on the Board at all times;
• create a roadmap to ensure progress against our aspiration of 40:40:20 gender representation by 2030;
and
• maintain an inclusive culture and work environment with a focus on ensuring women, ethnic minorities
and those who identify as LGBTQI+ feel safe and able to bring their whole self to work.
See page 33 for disclosure regarding the gender representation at 31 December 2024.
The ARC is responsible for oversight of the Risk
Management Framework, monitoring and reporting
to the Board on the adequacy of Vista Group’s risk
management and internal control processes and
recommending to the Board any areas of focus. The
CEO is responsible for Vista Group’s compliance
with the risk management framework by ensuring
Vista Group maintains processes to manage
material risks, and promoting a culture of good risk
practices across Vista Group’s operations.
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.
Key risks
Risk assessments are conducted by the GSLT and
senior management annually in accordance with
Vista Group’s Risk Management Policy.
This assessment includes identification of material
risks. The risks are assessed against Vista Group’s
risk matrix, based on the consequence of impact
and the likelihood of occurrence, and consideration
of controls and mitigations measures 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.
Risk management
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.
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Corporate governance • 65
KEY RISKS
MITIGATION STRATEGIES AND ACTIVITIES
HEALTH, SAFETY AND WELLBEING
Ability to protect our people’s health, safety and wellbeing.
• Board oversight through monthly health, safety and wellbeing
report against Vista Group policies
• Dedicated wellbeing programmes to support our people
• 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
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.
• Board oversight through reporting of compliance related
programmes
• Policies and procedures covering key regulatory and
compliance areas
• The global legal team provides input on emerging changes and
potential business impacts.
ATTRACT AND RETAIN TALENT
Ability to attract, develop and retain skilled people in a
highly competitive industry to be able to deliver on our
strategy.
• Board oversight by the NRC through the People & Culture
report
• Succession planning for senior leadership and critical roles
• Leadership development and mentoring programme
• A focus on the people value proposition through proactive
communication strategy internally and externally.
ACCESS TO CAPITAL AND CAPITAL MANAGEMENT
Our ability to raise capital when required and to
appropriately allocate capital as we invest and transition
to the platform.
• Board oversight and approval of the annual budget and the
capital allocation policy
• Long-term forecasting through the financial strategic plan
• Maintain a strong relationship with investors and banking
partners.
DATA PRIVACY
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.
• Board oversight through reporting of compliance related
programmes
• Group policies relating to data protection, data retention and
information security
• Vista Group’s external Data Protection Officer provides
support and independent assurance
• Awareness training on data privacy and security
• SOC 2 Type 1 attestation report for Vista Cloud.
STRATEGY EXECUTION
Inability to execute our strategic initiatives that leads to
reputational impacts and reduced revenue growth.
• Board approved strategy and oversight through regular
reporting on initiatives and challenges
• Executive sponsorship and accountability for strategic
initiatives
• Programme review for improving operational alignment to
strategic initiatives.
PERFORMANCE DOES NOT MEET MARKET
EXPECTATIONS
Vista Group’s performance may not meet internal or
market expectations, which could result in a decline in
investor confidence, an increased cost of capital, and/or a
decrease in revenue and profitability.
• Regular review and update of market forecasts and business
strategy
• Communication of strategy and governance through Investor
Days and governance roadshows
• Continuous disclosure policy to ensure ongoing
communication of material information to the market
• Product roadmap is client-led and regularly reviewed.
KEY RISKS
MITIGATION STRATEGIES AND ACTIVITIES
PLATFORM STABILITY AND DATA SECURITY
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.
• Board oversight through the Chief Technology Officer security
report
• Approved suite of IT related policies
• Using external parties for independent testing
• Continuous monitoring of platforms
• Incident management and response process
• Business continuity and disaster recovery plans
• Data hosted in Microsoft Azure & Amazon Web Services data
centres
• Enterprise grade security tools and applications
• SOC 2 Type 1 attestation achieved for Vista Cloud and a
SOC 2 Type 2 audit is in progress
• SOC 2 Type 1 attestation in progress for Movio Cinema EQ.
ADVERSE GLOBAL EVENTS
Vista Group’s global footprint 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.
• Board oversight through the CEO report
• 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)
Failure to support or transition to a lower carbon economy
could lead to regulatory impacts and reputational damage.
• Board oversight through the ARC of climate initiatives
• Board approved climate-related disclosures
• Risk management framework and continuous improvement
• Carbon emissions measurement and assurance programme.
FILM AND CINEMA INDUSTRY DISRUPTIONS
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.
• Board oversight through the CEO report
• Maintaining sufficient capital reserves
• Global diversification of clients and global vs localised content
reducing exposure in a single market
• Monitoring of exhibition, box office and client industry trends
• Monitoring of box office projections and review of SaaS pricing
models.
COMPETITION AND DISRUPTIVE TECHNOLOGIES
Emerging competition and disruptive technologies,
including AI, may undermine Vista Group’s market position,
leading to a loss of competitive advantage, market share
and impact financial performance.
• Establishment of strategic partnerships that enhance our value
proposition
• Ongoing monitoring and analysis of our competitor landscape.
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Corporate governance • 67
Engaging with investors
Investor relations
Vista Group is committed to open and effective
communication with its shareholders by providing
comprehensive relevant information.
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 market announcement platforms,
at the ASM, Investor Days and Governance
Roadshows, in its Annual and Interim Reports, and
investor briefings.
Vista Group aims to provide clear communication
of its strategic direction, including articulating its
strategic priorities.
Investor Centre
Vista Group’s dedicated Investor Centre page
on its website (vistagroup.co.nz/investor-centre)
includes a comprehensive set of investor-related
information and data including releases on the NZX
and ASX market announcement platforms, Annual
and Interim Reports, investor presentations, and
shareholder meeting materials.
Shareholders can direct any questions and
comments they may have to Vista Group by
contacting Vista Group’s CFO.
Annual Shareholders’ Meetings
Vista Group encourages shareholders to attend
ASMs and to ask questions of the Chair, Board,
CEO, GSLT and auditor, including as follows:
• Vista Group takes into consideration the
geographical spread of its shareholders and
carefully plans the timing and format of its ASM
to allow as many shareholders as possible to
participate;
• shareholders are notified at least 20 working
days prior to the ASM in accordance with NZX
Corporate Governance Code recommendation;
and
• shareholder voting is conducted via a poll, and
shareholders may vote in person, electronically or
by proxy.
Vista Group’s 2024 ASM was held on 21 May
2024 and took place in a hybrid format (in person
and online). The Notice of Meeting for the 2024
ASM was released on the NZX and ASX market
announcement platforms and posted on Vista
Group’s website at least 20 working days prior
to the ASM in accordance with NZX Corporate
Governance Code recommendation.
Vista Group’s 2025 ASM will be held on 21 May
2025 and is again expected to take place in a
hybrid format.
Electronic communications
All shareholders are encouraged to provide
email addresses to Vista Group’s share registrar,
MUFG Pension & Market Services, to enable
them to receive shareholder communications
and reports electronically. Communicating
electronically is faster, more cost-effective and more
environmentally sustainable. Most of Vista Group’s
shareholders receive information electronically.
However, we understand that this does not suit
everyone and so we also provide hard copy reports
to shareholders who request to receive them.
Electronic versions of Vista Group’s shareholder
communications and reports are released on the
NZX and ASX market announcement platforms and
are 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,
GSLT, 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.
The Code of Ethics sets out:
• 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.
The directors, CEO and GSLT are expected to lead
Vista Group according to the Code of Ethics and
to ensure that the standards set out in the Code of
Ethics are communicated to the people who report
to them.
Any person who becomes aware of a breach or
suspected breach of the Code of Ethics is required
to report it immediately in accordance with the
policy.
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.
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Corporate governance • 69
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 2024 are set out in the table below:
NAME OF DIRECTOR
ENTITY
NATURE OF GENERAL DISCLOSURE
Susan Peterson
Mercury NZ Limited (NZX & ASX: MCY)
Non-Executive Director
Xero Limited (ASX: XRO)
Non-Executive Director
Craigs Investment Partners
Non-Executive Director
Peterson Mellsop Family Trust
Trustee
Claudia Batten
Air New Zealand Limited (NZX: AIR)
Non-Executive Director
Serko Limited (NZX: SKO)
Non-Executive Chair
Michael Hill International Limited (NZX/ASX: MHJ)
Non-Executive Director
Murray Holdaway
Kaha Software Limited
Director
Auckland United Football Club
Chair
The Awhero Nui Trust
Trustee
Holdaway and Geary Trust
Trustee
Directors’ disclosures
NAME OF DIRECTOR
ENTITY
NATURE OF GENERAL DISCLOSURE
James Miller
Channel Infrastructure NZ Limited (NZX: CHI)
Non-Executive Chair
Mercury NZ Limited (NZX & ASX: MCY)
Non-Executive Director
Ryman Healthcare Ltd (NZX: RYM)
Non-Executive Director
Cris Nicolli
Playside Studios Limited (ASX: PLY)
Non-Executive Chair
ReadCloud Limited (ASX: RCL)
Non-Executive Chair
Kadasig Aid & Development (Not For Profit Charity)
Treasurer
Nicolli Holdings Pty Ltd (Family Investment)
Director
Nicolli Family Superannuation Fund
Trustee
Kirk Senior
Outpost Central Ltd (trading as Wildeye)
Consultant
Kirk Senior Pty Limited
Director
Senior Family Super Fund Pty Limited
Director
Kirk Senior Family Trust
Trustee
70
Corporate governance • 71
Directors’ and officers’ indemnities
and insurance
In accordance with section 162 of the Companies
Act 1993 and the constitution, Vista Group
indemnifies the directors in relation to potential
liabilities and costs they may incur for acts or
omissions in their capacity as directors. Vista Group
also maintains directors’ and officers’ liability
insurance that covers risks normally covered by
such policies arising out of acts or omissions
of directors and employees in their capacity as
directors. Certain actions are specifically excluded,
for example, the incurring of penalties and fines
which may be imposed in respect of breaches of
the law.
Directors’ Vista Group shareholdings
The number of Vista Group shares in respect of
which each director had an interest at 28 January
2025 is set out in the table below:
DIRECTOR
NUMBER OF VISTA
GROUP SHARES
% OF SHARES
ON ISSUE
Susan Peterson
122,271
0.051%
Claudia Batten
–
–
Murray Holdaway
6,786,000
2.855%
James Miller
74,500
0.031%
Cris Nicolli
87,152
0.037%
Kirk Senior
611,936
0.257%
Directors’ Vista Group share dealings
On 6 March 2024, Kirk Senior notified the Board
under section 148 of the Companies Act 1993 of the
sale of 250,000 ordinary shares in Vista Group for
Australian superannuation and taxation planning
purposes. Other than this, during 2024, there were
no disclosures required to be made in accordance
with section 148 of the Companies Act 1993 or
section 304 of the Financial Markets Conduct
Act 2013.
Directors’ disclosures
Other disclosures
Stock exchange listings
Vista Group’s ordinary shares are listed and quoted
on the NZX and on the ASX (as an ASX Foreign
Exempt Listing).
Waivers from NZX or ASX
Vista Group did not apply for, was not granted, and
did not rely on, any waivers from the NZX or ASX
during the year ended 31 December 2024.
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 2024.
Registration as a foreign company
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
ASX. As a requirement of admission Vista Group
must make the following disclosures:
• Vista Group’s place of incorporation is New
Zealand; and
• 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).
Takeover protocol
Vista Group’s Board has adopted a Takeover
Response Manual that provides a comprehensive
framework to be followed in the event that
Vista Group receives, or anticipates receiving,
a takeover offer.
A copy of Vista Group's Takeover Response Policy,
that provides a summary of Vista Group's response
to a potential change of control under Vista Group's
Takeover Manual is available at vistagroup.co.nz/
investor-centre.
Vista Group has established relationships with
appropriate professional advisers to support Vista
Group and the Board through any change of control
process. The Takeover Response Manual provides
for the establishment of a response committee to
take all necessary actions in respect of a takeover
offer. The response committee is comprised of
Independent Directors, excluding any director
that has a direct or indirect relationship, including
with the bidder or any significant shareholder in
Vista Group, that could reasonably influence the
director’s decision making in respect of the takeover
offer.
Dividends
Vista Group is currently investing in our cloud-
based platform, however with free cash flow positive
achieved in the second half of 2024 the Board
has approved a refreshed dividend policy which
is available at vistagroup.co.nz/investor-centre.
However, no dividend has been approved in respect
to the 2024 financial year.
Credit rating
At the date of this Annual Report, Vista Group does
not have a credit rating.
Net tangible assets
Vista Group’s net tangible assets per share
(excluding treasury stock) at 31 December 2024
was $0.00673185 (2023: $0.00550281).
Donations and lobbying
Vista Group made donations of $25,039 during the
2024 financial year (2023: $21,000).
Vista Group does not make donations to political
parties and has not made any donations to a
political party during the year ended 31 December
2024.
Vista Group does not make any expenditures
for lobbying purposes and did not make any
expenditures for lobbying purposes during the year
ended 31 December 2024.
Modern slavery and human trafficking
statement
Vista Group has published a statement setting out
the steps it has taken during the 2024 financial year,
and the actions it will take during the 2025 financial
year, to identify and mitigate potential modern
slavery and human trafficking risks related to its
business and in its supply chains. The statement is
available at vistagroup.co.nz/investor-centre.
Subsidiary companies
The directors of subsidiaries of Vista Group at
31 December 2024 are listed in the table set out
at page 122.
72
Corporate governance • 73
Twenty largest shareholders
Vista Group’s 20 largest shareholders and their shareholdings at 28 January 2025 are set out in the table
below:
RANK
REGISTER
NAME OF TOP 20 SHAREHOLDERS
NUMBER OF
SHARES
% OF
ISSUED
SHARES
1
AUS
Admetus Capital Limited
47,370,474
19.93%
2
NZL
Tea Custodians Limited
39,471,656
16.61%
3
NZL
Bnp Paribas Nominees NZ Limited BPSS40
13,742,756
5.78%
4
AUS
J P Morgan Nominees Australia Pty Limited
11,382,318
4.79%
5
NZL
HSBC Nominees (New Zealand) Limited
11,271,903
4.74%
6
AUS
Citicorp Nominees Pty Limited
11,131,181
4.68%
7
NZL
Accident Compensation Corporation
10,015,936
4.21%
8
NZL
Custodial Services Limited
9,273,568
3.90%
9
NZL
Murray Lawrence Holdaway & Helen Rachel Geary & Stephen John Mcdonald
6,786,000
2.86%
10
NZL
Brian John Cadzow & Julie Ann Cadzow & Peter Allen Lewis
6,199,065
2.61%
11
NZL
New Zealand Superannuation Fund Nominees Limited
5,058,631
2.13%
12
NZL
New Zealand Depository Nominee
4,765,057
2.00%
13
AUS
Mirrabooka Investments Limited
4,102,426
1.73%
14
NZL
JPMORGAN Chase Bank
3,904,002
1.64%
15
AUS
HSBC Custody Nominees (Australia) Limited
3,518,450
1.48%
16
NZL
MMC Limited
3,397,126
1.43%
17
NZL
Forsyth Barr Custodians Limited
3,226,189
1.36%
18
AUS
National Nominees Limited
3,171,478
1.33%
19
NZL
Bruce Alexander Wighton & Marianne Bachler & Wighton Bachler Trustee Limited
2,985,995
1.26%
20
NZL
Citibank Nominees (NZ) Ltd
2,733,197
1.15%
Total of top 20 shareholders
203,507,408
85.62%
Total shares on issue
237,676,202
100.00%
Shareholder information
Analysis of shareholdings at 28 January 2025
SIZE OF HOLDING
NUMBER OF HOLDERS
NUMBER OF SHARES
HOLDING QUANTITY %
1 to 1,000
830
400,654
0.17%
1,001 to 5,000
947
2,482,245
1.04%
5,001 to 10,000
329
2,475,664
1.04%
10,001 to 50,000
291
6,007,328
2.53%
50,001 to 100,000
50
3,441,235
1.45%
> 100,000
56
222,869,076
93.77%
Total
2,503
237,676,202
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 2024 in respect of the number
of voting securities set opposite their names:
NAME OF SUBSTANTIAL PRODUCT HOLDER
NUMBER OF SHARES
% OF ISSUED SHARES
DATE OF DISCLOSURE ON NZX
Admetus Capital Limited
47,370,474
19.93%
27/05/2024
Fisher Funds Management Limited
34,805,332
14.64%
10/03/2022
FIL Limited
22,875,531
9.62%
21/10/2024
Harbour Asset Management Limited
15,779,614
6.64%
08/07/2024
74
Corporate governance • 75
Rights and privileges
Under Vista Group’s constitution and the
Companies Act 1993, each Vista Group share gives
the holder a right to:
• attend and vote at a meeting of shareholders,
including the right to cast one vote per share on a
poll on any resolution, such as a resolution to:
• appoint or remove a director;
• adopt, revoke, or alter the constitution;
• approve a major transaction (as that term is
defined in the Companies Act 1993);
• approve the amalgamation of Vista Group
under 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.
Information about Vista Group ordinary shares
This statement sets out information about the rights and privileges that attach
to Vista Group ordinary shares.
Share cancellation
In certain circumstances, Vista Group shares could
be cancelled by the Company through a reduction
of capital, share buy-back or other form of capital
reconstruction approved by the Board and, where
applicable, the shareholders.
Sale of less than a Minimum Holding
Vista Group may, at any time, give notice to a
shareholder holding less than a Minimum Holding
of shares (as that term is defined in the NZX Listing
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.
Shareholder enquiries
Shareholders can view their investment portfolio,
change their address, supply their email, update
their details or payment instructions by contacting
Vista Group’s share registrar MUFG Pension &
Market Services (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, MUFG Pension & Market Services.
Shareholders can contact MUFG Pension & Market
Services using the contact details included in
the Directory.
Information for shareholders
76
Corporate governance • 77
NZX Corporate Governance Code
PRINCIPLE / RECOMMENDATION
SECTION TITLE
LOCATION
PRINCIPLE 1 – ETHICAL STANDARDS
1.1 Code of ethics
Vista Group's Code of Ethics
Page 57
The Code of Ethics is available at
vistagroup.co.nz/investor-centre.
1.2 Financial product dealing policy
The Share Trading Policy is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 2 – BOARD COMPOSITION & PERFORMANCE
2.1 Board charter
Vista Group's Board - Responsibilities
Page 57
The Board Charter is available at
vistagroup.co.nz/investor-centre.
2.2 Board appointment and nomination
Selection, nomination and appointment
Page 58
2.3 Director agreements
Selection, nomination and appointment
Page 58
2.4
(a) Director profiles, tenure and
ownership interests
Board composition and characteristics
Board skills matrix
Director's Vista Group Shareholdings
Page 52
Page 54
Page 72
(b) Director meeting attendance
2024 governance calendar and
attendance
Page 59
(c) Director independence
Independence and conflicts
Page 56
2.5 Diversity policy
Vista Group's values
Page 64
The Diversity & Inclusion Policy is available
at vistagroup.co.nz/investor-centre.
2.6 Director training
Training and development
Page 58
2.7 Director performance
Reviewing performance
Page 60
2.8 Majority independent directors
Independence and conflicts
Page 56
2.9 Independent chair
Independence and conflicts
Page 56
2.10 Chair / CEO separation
Independence and conflicts
Page 56
PRINCIPLE 3 – BOARD COMMITTEE
3.1 Audit committee
Board committees
Committee charters
Page 61
The ARC Charter is available at
vistagroup.co.nz/investor-centre.
3.2 Attendance at audit committee by
employees by invitation
2024 governance calendar and
attendance
Page 59
3.3 Remuneration committee
Board committees
Committee charters
Page 61
The NRC Charter is available at
vistagroup.co.nz/investor-centre.
3.4 Nomination committee
Board committees
Committee charters
Page 61
The NRC Charter is available 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 61 of this report for a full
explanation of this exception.
3.5 Other standing committees
Board committees
2024 governance calendar and
attendance
Page 61
Page 59
3.6 Change of control protocol
Takeover protocol
Page 73
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 4 – REPORTING & DISCLOSURE
4.1 Continuous disclosure policy
The Continuous Disclosure Policy is available at vistagroup.co.nz/investor-centre.
4.2 Code of ethics, charters and
policies on website
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.
4.3 Balanced, clear and objective
financial reporting
The Financial Statements set out on pages 80 – 124.
4.4 Non-financial disclosure
The latest Group Climate Statement is available at
vistagroup.co.nz/investor-centre.
PRINCIPLE 5 – REMUNERATION
5.1 Director remuneration policy
2024 director remuneration
Page 51
The Directors Remuneration Policy is
available at
vistagroup.co.nz/investor-centre.
5.2 Executive remuneration policy
Vista Group Remuneration Policy
Page 40
5.3 CEO remuneration
Breakdown of CEO pay for performance
(2024)
CEO remuneration arrangements and
outcomes
Page 45
Page 46
PRINCIPLE 6 – RISK MANAGEMENT
6.1 Risk management
Risk management
Page 65
The Risk & Compliance Framework
Summary is available at
vistagroup.co.nz/investor-centre.
6.2 Health and safety risks
Risk management
Stronger together
Page 65
Page 32
PRINCIPLE 7 – AUDITORS
7.1 Audit framework
External audit policy
Page 62
The External Audit Policy set out in the
Board Charter which is available at
vistagroup.co.nz/investor-centre.
7.2 External auditor attends annual
meeting
Audit plan and role of the external auditor
Page 62
7.3 Internal audit
Audit conflict safeguard and resolution
process
Page 62
PRINCIPLE 8 – SHAREHOLDER RIGHTS & RELATIONS
8.1 Investor website
Investor Centre
Page 68
Available at
vistagroup.co.nz/investor-centre.
8.2 Shareholder communications
Electronic communications
Page 69
8.3 Right to vote
Rights and privileges
Page 76
8.4 Pro rata offers
N/A during the reporting period
8.5 Notice of meeting
Annual Shareholders’ Meetings
Page 68
78
Corporate governance • 79
Financial statements
Directors’ report
The Board of Directors present the financial
statements of Vista Group for the year ended
31 December 2024 and the independent
auditor’s report.
The Directors are responsible, on behalf of the
Company, for presenting these consolidated
financial statements in accordance with
applicable New Zealand legislation and
Generally Acceptable Accounting Practice
(NZ GAAP) in New Zealand in order to present
consolidated financial statements that present
fairly, in all material respects, the financial
position of Vista Group at 31 December 2024
and the results of Vista Group’s operations
and cash flows for the year.
For and on behalf of the Board of Directors
who approved these financial statements for
issue on 27 February 2025.
James Miller
Chair, ARC
Susan Peterson
Chair
80
Financial statements • 81
Income statement
For the year ended 31 December 2024
2024
2023
CONTINUING OPERATIONS
SECTION
NZ$m
NZ$m
Total revenue
2.1, 2.2
150.0
143.0
Cost to serve
2.3
(60.3)
(53.3)
Gross profit
89.7
89.7
Sales and marketing costs
2.3
(9.8)
(15.3)
Research and development costs
2.3
(27.7)
(28.4)
Contribution margin1
52.2
46.0
General and administration costs
2.3
(28.9)
(32.8)
Foreign currency (losses) / gains
2.3
(1.7)
0.1
EBITDA2
2.2
21.6
13.3
Amortisation
4.4
(14.0)
(13.0)
Depreciation
4.2, 4.6
(5.8)
(6.9)
Finance costs
(2.8)
(2.7)
Finance income
0.4
1.0
Other gains and losses
2.3
2.4
(9.2)
Profit / (loss) before tax
1.8
(17.5)
Taxation (expense) / benefit
5.1
(2.4)
3.9
Loss for the year
(0.6)
(13.6)
Loss for the year is attributable to:
Owners of the parent
(1.0)
(13.9)
Non-controlling interests
0.4
0.3
Loss for the year
(0.6)
(13.6)
Basic and diluted earnings per share (dollars)
6.2
($0.00)
($0.06)
1 Contribution margin is a non-GAAP measure which is calculated as total revenue, less cost to serve, sales & marketing costs, and research & development costs. It is the profit
measure that the Chief Operating Decision Maker (CODM) and Board use to monitor operating segment performance.
2 EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, and “other gains & losses” (see section 2.3)
Statement of other comprehensive income
For the year ended 31 December 2024
2024
2023
SECTION
NZ$m
NZ$m
Items that may be reclassified subsequently to the income statement1
Translation of foreign operations
6.8
0.7
Items that will not be reclassified to the income statement
Excess income tax benefit / (expense) on share-based payments
5.2
0.6
(0.2)
Total other comprehensive income
7.4
0.5
Loss for the year
(0.6)
(13.6)
Total comprehensive income / (loss) for the year
6.8
(13.1)
Total comprehensive income / (loss) for the year is attributable to:
Owners of the parent
6.2
(13.4)
Non-controlling interests
0.6
0.3
Total comprehensive income / (loss) for the year
6.8
(13.1)
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.
82
Financial statements • 83
Statement of changes in equity
For the year ended 31 December 2024
2024
SECTION
CONTRIBUTED
EQUITY
NZ$m
RETAINED
EARNINGS
NZ$m
FOREIGN
CURRENCY
RESERVE
NZ$m
SHARE-
BASED
PAYMENT
RESERVE
NZ$m
TOTAL EQUITY
ATTRIBUTABLE
TO OWNERS
NZ$m
NON-
CONTROLLING
INTERESTS
NZ$m
TOTAL
EQUITY
NZ$m
Balance at 1 January 2024
140.5
(12.0)
4.5
2.8
135.8
1.5
137.3
Total comprehensive income movement:
Loss for the year
-
(1.0)
-
-
(1.0)
0.4
(0.6)
Other comprehensive income1
0.6
-
6.6
-
7.2
0.2
7.4
Total comprehensive income / (loss)
0.6
(1.0)
6.6
-
6.2
0.6
6.8
Transactions with owners:
Share-based payments
6.1, 6.5
2.3
-
-
(0.5)
1.8
-
1.8
Balance at 31 December 2024
143.4
(13.0)
11.1
2.3
143.8
2.1
145.9
2023
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)
-
-
(13.9)
0.3
(13.6)
Other comprehensive (loss) / income1
(0.2)
-
0.7
-
0.5
-
0.5
Total comprehensive (loss) / income
(0.2)
(13.9)
0.7
-
(13.4)
0.3
(13.1)
Transactions with owners:
Share-based payments
6.1, 6.5
5.7
-
-
(2.5)
3.2
-
3.2
Dividends paid
-
-
-
-
-
(0.8)
(0.8)
Balance at 31 December 2023
140.5
(12.0)
4.5
2.8
135.8
1.5
137.3
1 Items of other comprehensive income will be reclassified to the income statement when specific conditions are met.
Statement of financial position
As at 31 December 2024
2024
2023
SECTION
NZ$m
NZ$m
CURRENT ASSETS
Cash
21.8
28.5
Trade and other receivables
4.1
41.0
38.4
Contract assets
4.1
6.9
4.1
Net investment in sublease
4.7
0.6
-
Income tax receivable
0.1
0.4
Total current assets
70.4
71.4
NON-CURRENT ASSETS
Contract assets
4.1
1.5
0.5
Property, plant and equipment
4.2
2.1
3.2
Lease assets
4.6
5.6
8.7
Net investment in sublease
4.7
0.4
-
Goodwill
4.3
61.2
57.7
Other intangible assets
4.4
59.0
54.8
Deferred tax asset
5.2
24.1
24.1
Total non-current assets
153.9
149.0
Total assets
224.3
220.4
CURRENT LIABILITIES
Borrowings
3.2
1.0
1.0
Trade and other payables
4.5
22.2
22.3
Lease liabilities
4.6
6.4
5.5
Deferred revenue
4.8
25.8
26.7
Provisions
4.9
0.3
1.2
Contingent consideration
4.10
-
0.5
Income tax payable
0.3
0.1
Total current liabilities
56.0
57.3
NON-CURRENT LIABILITIES
Borrowings
3.2
19.7
17.6
Lease liabilities
4.6
2.4
7.0
Deferred revenue
4.8
0.1
0.5
Provisions
4.9
0.2
0.1
Deferred tax liability
5.2
-
0.6
Total non-current liabilities
22.4
25.8
Total liabilities
78.4
83.1
Net assets
145.9
137.3
EQUITY
Contributed equity
6.1
143.4
140.5
Retained earnings
(13.0)
(12.0)
Foreign currency reserve
6.4
11.1
4.5
Share-based payment reserve
6.5
2.3
2.8
Total equity attributable to owners of the parent
143.8
135.8
Non-controlling interests
2.1
1.5
Total equity
145.9
137.3
For, and on behalf of, the Board who approved these
financial statements for issue on 27 February 2025.
Susan Peterson
Chair
James Miller
Chair, ARC
The above statement should be read in conjunction with the accompanying notes.
The above statement should be read in conjunction with the accompanying notes.
84
Financial statements • 85
Statement of cashflows
For the year ended 31 December 2024
2024
2023
SECTION
NZ$m
NZ$m
CASHFLOWS FROM OPERATING ACTIVITIES
Receipts from clients
150.0
149.2
Payments to suppliers and employees
(130.1)
(132.8)
Exceptional items
2.3
(0.8)
(5.0)
Taxes (paid) / received
(0.4)
0.1
Interest paid
(1.9)
(2.5)
Net cash inflow from operating activities
3.1
16.8
9.0
CASHFLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
4.2
(0.5)
(0.8)
Purchase of internally generated software and other intangibles
4.4
(17.6)
(19.5)
Interest received
0.6
1.1
Contingent consideration paid
4.10
(0.5)
(1.3)
Net cash applied to investing activities
(18.0)
(20.5)
CASHFLOWS FROM FINANCING ACTIVITIES
Lease payments - principal elements
4.6
(6.0)
(5.3)
Loan drawdown - ASB revolving credit & overdraft facilities
3.2
1.8
-
Loan repayment - ASB revolving credit & overdraft facilities
3.2
(1.9)
-
Loan drawdown - RDTI loan
3.2
0.2
0.5
Loan repayment - related party loans
3.2
(0.2)
(0.1)
Dividends paid to non-controlling interests
-
(0.8)
Net cash applied to financing activities
(6.1)
(5.7)
Net decrease in cash
(7.3)
(17.2)
Cash at beginning of year
28.5
46.0
Foreign exchange differences
0.6
(0.3)
Cash at year end
21.8
28.5
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.
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
Expected credit loss (ECL) provisioning
Section 4.3
Impairment testing of goodwill
Section 4.4
Capitalisation of development costs
Section 5.2
Recognition of deferred tax assets
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 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 2025.
The above statement should be read in conjunction with the accompanying notes.
86
Notes to the financial statements • 87
1.2 Summary of material accounting policies
Basis of preparation
The financial statements of Vista Group have been prepared in accordance with 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.
Basis of consolidation
Vista Group’s financial statements consolidate those of the Company and its subsidiaries as at 31 December 2024. 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 2023 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
2024 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 2024 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
2024
2023
NZ$m
%
NZ$m
%
SaaS revenue
55.7
45.9
Non-SaaS revenue
78.9
78.1
Recurring revenue
134.6
90%
124.0
87%
Perpetual software
3.5
4.5
Hardware
2.0
3.7
Services & development - one off
9.6
10.2
Other revenue
0.3
0.6
Non-recurring revenue
15.4
10%
19.0
13%
Total revenue1
150.0
100%
143.0
100%
1 No individual client exceeded 10% of revenue in either the current or prior comparative year.
Non-GAAP financial measures
Vista Group’s CODM (being Vista Group’s CEO) and Board use the following non-GAAP financial measures to evaluate the financial
performance of Vista Group and its reporting segments:
• Recurring and Non-Recurring Revenues: 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.
• Contribution Margin: closely correlates to the operating cashflows of each reporting segment that the business leads can control.
It is calculated as total revenue, less cost to serve, sales & marketing costs, and research & development costs. It is the profit
measure that the CODM and Board use to monitor operating segment performance.
• EBITDA: closely correlates to Vista Group’s operating cash flow, and therefore is considered useful to investors. It is defined as
earnings before net finance costs, income tax, depreciation, amortisation, and “other gains and losses” (see section 2.3).
• Cash EBITDA: closely correlates to free cash flow, and therefore is considered useful to investors. It is defined as EBITDA plus
share-based payments expense (an IFRS-based non-cash expense), less capitalised development costs and lease payments.
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. See section 2.2 for reconciliations of Contribution Margin,
EBITDA and Cash EBITDA.
88
Notes to the financial statements • 89
Revenue process and policy
The following details Vista Group’s approach to categorising revenue:
REVENUE
CATEGORY
REVENUE TYPE
SEGMENT
DESCRIPTION
TIMING OF REVENUE
RECOGNITION
SaaS revenue
Recurring
revenue
Cinema segment
recurring
subscriptions
– platform fee
Cinema
A subscription for the
right to access Vista
or Movio cloud-hosted
software.
Over time
Benefits are
simultaneously received
and consumed; revenue
is recognised over the
contract term.
Cinema segment
recurring
subscriptions
– variable fee
Cinema
Variable revenue based
on the number of tickets
sold, number of active
members managed,
or the number of
promotional messages
sent during a given
period.
Point in time
Variable fees are
recognised at the end
of each month once
usage-based quantities
are known.
Cinema segment
– implementation fee
Cinema
Fees associated to the
implementation of Vista
or Movio software.
Over time
Revenue is recognised
over the contract term
as the implementation
services are not distinct
from the software.
Maccs
– platform fee
Film
A subscription for
the right to access
the Maccs platforms,
including Maccs Box,
DCHub and Theatrical
Distribution Services.
Over time
Platform access
is recognised over
time as benefits are
simultaneously received
and consumed.
Maccs
– variable fee
Film
Variable revenue based
on the use of Maccs
platforms, including
Maccs Box, DCHub and
Theatrical Distribution
Services.
Point in time
Variable fees are
recognised at the end
of each month once
usage-based quantities
are known.
Numero
- platform fee
Film
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.
Movio Research
– platform fee
Film
A subscription for the
right to access the
Movio Research cloud-
hosted data, marketing
and analytics platform.
Over time
Platform access
is recognised over
time as benefits are
simultaneously received
and consumed.
REVENUE
CATEGORY
REVENUE TYPE
SEGMENT
DESCRIPTION
TIMING OF REVENUE
RECOGNITION
Non-SaaS
revenue
Recurring
revenue
On-premise
subscription fees
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.
Over time
Benefits are
simultaneously received
and consumed; revenue
is recognised over the
subscription term.
Maintenance fees
Cinema & Film
Basic support and
any enhancements
or upgrades to the
software.
Over time
Benefits are
simultaneously received
and consumed; revenue
is recognised over the
maintenance term.
Services & development
- recurring fees
Cinema & Film
Annually committed
bespoke development
of software.
Over time
Recognised when the
service or development is
complete or on a stage of
completion basis.
Powster Showtimes
- platform fee
Film
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
Cinema & Film
Perpetual ERP software
license targeted at larger
cinema circuits.
Point in time
Recognised when
the software is made
available to the client.
Powster digital creative
development
Film
Digital creative
marketing platforms
targeted at the
entertainment industry.
Point in time
Recognised when the
development has been
delivered to the client.
Services & development
- one off fees
Cinema & Film
Fees charged for one off
value‑add services and
bespoke development of
software.
Over time
Recognised on a stage of
completion basis.
Hardware sales
Cinema
Revenue from the one
off sale of hardware.
Point in time
Recognised at a point in
time when delivery has
been made.
90
Notes to the financial statements • 91
2.2 Operating segments
The management reports which are regularly reviewed by the CODM to make strategic decisions changed in the 2024 financial
year to align to the newly transformed business. The new reporting segments are 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 2023 Cinema segment), and also includes Movio Classic
and Movio Cinema EQ (previously included within the 2023 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 2023 Movio
segment), Powster and Flicks.
Reporting segment performance1
The table below provides a breakdown of Vista Group’s new reporting segments. Comparative disclosures have been represented
in this table to align to the new segmental reporting.
Unaudited historical reporting segment results are available in the Investor Centre section of Vista Group's website
(www.vistagroup.co.nz/investor-centre).
2024
2023
SECTIONS
CINEMA
FILM
TOTAL
% OF
REVENUE
CINEMA
FILM
TOTAL
% OF
REVENUE
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
SaaS revenue
43.6
12.1
55.7
35.5
10.4
45.9
Non-SaaS revenue
64.5
14.4
78.9
64.3
13.8
78.1
Recurring revenue
108.1
26.5
134.6
99.8
24.2
124.0
Hardware revenue
2.0
-
2.0
3.7
-
3.7
Other non-recurring revenue
9.7
3.7
13.4
10.7
4.6
15.3
Non-recurring revenue
11.7
3.7
15.4
14.4
4.6
19.0
Total revenue
119.8
30.2
150.0
114.2
28.8
143.0
Cost to serve (ex-hardware)
(50.1)
(8.9)
(59.0)
39%
(39.9)
(10.8)
(50.7)
35%
Hardware cost of sales
(1.3)
-
(1.3)
(2.6)
-
(2.6)
Cost to serve
(51.4)
(8.9)
(60.3)
(42.5)
(10.8)
(53.3)
Gross profit
68.4
21.3
89.7
71.7
18.0
89.7
Gross profit %
57%
71%
60%
63%
63%
63%
Sales and marketing costs
(5.7)
(4.1)
(9.8)
7%
(12.4)
(2.9)
(15.3)
11%
Research and development costs
(22.5)
(5.2)
(27.7)
18%
(23.0)
(5.4)
(28.4)
20%
Contribution margin2
40.2
12.0
52.2
36.3
9.7
46.0
Contribution margin %
34%
40%
35%
32%
34%
32%
General and administration costs
(28.9)
19%
(32.8)
23%
Foreign currency (losses) / gains
(1.7)
0.1
EBITDA3
21.6
13.3
EBITDA margin %
14%
9%
Share-based payments expense
6.5
1.8
3.2
Capitalised development costs
4.4
(17.2)
11%
(18.7)
13%
Lease payments (principal elements)
4.6
(6.0)
4%
(5.3)
4%
Cash EBITDA4
0.2
(7.5)
Cash EBITDA margin %
0%
-5%
1 The CODM does not regularly review assets and liabilities for each reportable segment.
2 Contribution margin is a non-GAAP measure which is calculated as total revenue, less cost to serve, sales & marketing costs, and research & development costs.
3 EBITDA is a non-GAAP measure which is defined as earnings before net finance costs, income tax, depreciation, amortisation, and “other gains and losses” (see section 2.3).
4 Cash EBITDA is a non-GAAP measure which is defined as EBITDA plus share-based payments expense (an IFRS-based non-cash expense), less capitalised development costs and
lease payments.
Revenue by domicile of entity
Vista Group recognises revenue within entities across several jurisdictions. Revenue is allocated to geographical regions based on
where the sale is recorded by each operating entity within Vista Group. Independent resellers are used to promote Vista Group’s
products in multiple jurisdictions. The revenues recognised via these independent resellers are not allocated geographically,
rather they are shown within jurisdictions based on the location of the transacting Vista Group entity.
2024
2023
NZ$m
NZ$m
New Zealand
27.0
26.3
United States
54.1
51.8
United Kingdom
41.7
38.3
Mexico
11.8
12.5
Other1
15.4
14.1
Total revenue
150.0
143.0
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.
2024
2023
NZ$m
NZ$m
New Zealand
72.0
69.3
United States
20.3
20.7
United Kingdom
9.7
8.5
Mexico
13.6
12.3
Other1
14.2
14.1
Non-current assets2
129.8
124.9
1 The other category includes entities in Australia, Brazil, Malaysia, Netherlands, Romania and South Africa.
2 As required by NZ IFRS 8 Operating Segments, non-current operating assets in the table above exclude deferred tax assets.
2.3 Expenses and other income
Classification of expenses on the income statement
Costs to serve: are the incremental direct cash costs incurred in deriving Vista Group’s revenue. Examples of such costs include
hosting, technical staff, transaction fees and the cost of hardware.
Sales and marketing costs: are those costs incurred by Vista Group in directly selling or marketing its products, including
associated personnel costs, sales commissions, trade shows and client conferences.
Research and development costs: include staffing and supplier costs directly associated with 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 cost 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 enables Vista Group’s non-GAAP financial measure, EBITDA (as defined in
section 2.1) to be presented clearly on the income statement.
Impact of the business transformation on the classification of operating expenses
Vista Group completed a business transformation in December 2023 by unifying its seven operating businesses into a single
SaaS-focused business. As a result of this transformation, significant changes were made to Vista Group’s operating model
which have impacted how personnel costs are now categorised on the income statement (cost to serve, sales & marketing costs,
research & development costs, and general & administration costs). Prior year values have not been re-categorised as it better
reflects how the business was operating at that time.
92
Notes to the financial statements • 93
Costs categorised within EBITDA
The table below provides a breakdown of the various types of expenditure incurred within cost to serve, sales and marketing
costs, research and development costs, general and administration costs, and foreign currency movements.
2024
2023
SECTION
NZ$m
NZ$m
Direct cost of sales (excl. hardware and personnel)
18.2
15.6
Hardware cost of sales
1.3
2.6
Personnel costs
87.5
90.9
Share-based payment expense
6.5
1.8
3.2
Defined contribution plans and employee insurances
9.3
9.7
Capitalised development
4.4
(17.2)
(18.7)
Government grants
2.3
(0.5)
(0.6)
Computer equipment and software
6.6
6.1
Marketing costs
1.6
2.0
Travel related costs
2.0
2.5
ECL expense / (benefit)
4.1
0.7
(2.3)
Bad debt expense
4.1
0.1
1.6
Foreign currency losses / (gains)
1.7
(0.1)
Group auditor remuneration
2.3
0.5
0.5
Other operating expenses
14.8
16.7
Total costs categorised within EBITDA
128.4
129.7
Auditor’s remuneration
Prior year information in the following table has been re-presented to align to current year amendments in FRS-44 New Zealand
Additional Disclosures.
2024
2023
NZ$000
NZ$000
Audit and review of Vista Group's financial statements: PwC
538
562
Other non-audit related fees paid to PwC
Assurance services: Greenhouse gas emissions
77
-
Other services: Sustainability report review
-
5
Total other non-audit related fees paid to PwC
77
5
Total fees paid to Vista Group's auditor
615
567
Audit and review of subsidiary statutory financial statements
KPMG (Malaysian subsidiary)
15
11
Scrutton Bland (United Kingdom subsidiaries)
58
51
Alcántara Noria y Cía (Mexican subsidiary)
13
11
Total audit and review services provided by auditors of subsidiaries
86
73
Other non-audit related fees paid to KPMG member firms
Taxation services: General tax calculation and transfer pricing services
167
316
Other services: US pandemic-related subsidy application
99
29
Other services: Climate reporting
32
210
Other services: Valuation services
5
4
Other services: SOC assurance readiness
-
18
Total other non-audit related fees paid to KPMG member firms
303
577
Other gains and losses
‘Other gains and losses’ are excluded from both the Contribution Margin and EBITDA because they result from non-cash
activities, or relate to unusual transactions not derived in the ordinary course of business. They have been disclosed separately in
order to improve a reader’s understanding of the financial statements.
2024
2023
SECTION
NZ$m
NZ$m
Pandemic related Government subsidies
3.7
-
Extraordinary shareholder activity costs
(0.9)
-
Business transformation costs
(0.4)
(5.4)
CEO transition costs
-
(1.1)
Fair value movements on contingent consideration
4.10
-
1.1
Impairment charges - Contract assets
4.1
-
(0.2)
Impairment charges - Internally generated software
4.4
-
(1.8)
Impairment charges - Retriever client contracts
4.4
-
(2.4)
Impairment reversal - Sublease asset
4.7
-
0.6
Total other gains and losses
2.4
(9.2)
Details of unusual transactions recognised in the current year:
• Pandemic related Government subsidies: See detail in the Government grants section that follows.
• Extraordinary shareholder activity costs: Vista Group incurred non-recurring external costs as a result of the corporate
actions taken by Admetus Capital Limited (Potentia) through the course of 2024. These costs are presented separately to aid in
projecting future cashflows.
• Business transformation costs: On 6 July 2023, Vista Group announced it had commenced consultation with its people around
a proposed business transformation designed to streamline operations into a platform operating model and simplify the
business. This resulted in a reduction in the global workforce with approximately $10.0m of annualised savings being realised.
Costs incurred in both 2023 and 2024 related to a completion of this business transformation. These costs are considered
unusual as they are non-recurring in nature and are presented separately to ensure the reader can better project future
cashflows.
The statement of cash flows includes the following cash flows attributed to exceptional items:
• 2024 $0.8m cash outflow: this relates to the shareholder register related costs ($0.6m cash outflow), cash settled in the current
year relating to the business transformation ($0.8m cash outflow), and the pandemic related Government subsidies received
during the year ($0.6m cash inflow).
• 2023 $5.0m cash outflow: this relates to the cash outflows relating to the business transformation and CEO transition.
Details of other unusual transactions recognised in the prior year are available in the 2023 Annual Report.
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 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 are $3.9m (2023: $0.6m), which is attributable to:
• Pandemic related Government subsidies $3.7m: Vista Group claimed pandemic-related wage subsidies from the Dutch and
US Governments, of which $0.6m was collected and recognised in the current year. The receipt of these claims provided Vista
Group with reasonable assurance that it will receive a further $3.1m of outstanding claims. These subsidies are classified under
‘other gains and losses’ to avoid distorting the underlying cost base, as they relate to wage costs incurred in prior periods.
• Research & development grants $0.5m: Such grants are associated to the New Zealand Research & Development Tax Incentive
(RDTI) (2023: $1.8m). The amount recognised on the income statement was $0.1m (2023: $0.4m) and the amount recognised
as an offset to capitalised intangible asset costs was $0.4m (2023: $1.4m). Vista Group determines claims under the RDTI are
reasonably probable when a general approval has been approved by the Inland Revenue.
94
Notes to the financial statements • 95
3. Cash flows and borrowings
This section outlines further details of Vista Group’s cash flows and liquidity.
3.1 Cash flows
Reconciliation of net loss to operating cash flows
2024
2023
SECTION
NZ$m
NZ$m
Loss for the year
(0.6)
(13.6)
Non-cash items:
Amortisation
4.4
14.0
13.0
Depreciation
4.2, 4.6
5.8
6.9
Impairment charges
2.3
-
3.8
Fair value movements in contingent consideration
2.3
-
(1.1)
Share-based payment expense
6.5
1.8
3.2
Deferred tax expense / (benefit)
5.1
0.1
(6.0)
Non-cash finance charges
1.1
0.2
Unrealised foreign currency gains
(0.1)
(0.2)
Movement in ECL provision through the income statement
4.1
0.7
(2.3)
Movement in revenue provisions
4.1
(0.3)
(4.9)
Movement in other provisions
4.9
-
0.6
Net non-cash items
23.1
13.2
Movements in working capital:
Decrease in related party trade and other payables
-
(0.4)
Decrease in related party trade and other receivables, net of deferred revenue
-
1.4
Decrease in trade and other payables
(1.1)
(2.8)
(Increase) / decrease in trade and other receivables, net of deferred revenue
(5.3)
10.5
Decrease in net taxation receivable
0.7
0.7
Net change in working capital
(5.7)
9.4
Net cash inflow from operating activities
16.8
9.0
3.2 Borrowings
Borrowings are initially recognised at fair value less directly attributable transaction costs and subsequently measured at
amortised cost using the effective interest method. Borrowing costs are expensed as incurred.
Carrying amount of borrowings
2024
2023
NZ$m
NZ$m
Balance at 1 January
18.6
18.1
Repayments during the year
(2.1)
(0.1)
Drawdowns during the year
2.0
0.5
Movement in foreign exchange
2.2
0.1
Total borrowings at year end
20.7
18.6
Represented by:
Current portion
1.0
1.0
Non-current portion
19.7
17.6
Total borrowings at year end
20.7
18.6
Summary of debt facilities
EXPIRY DATE
CURRENT
LIMIT
NZ$m
WEIGHTED AVERAGE
INTEREST RATE
DEBT DRAWN (NZ$m)
FACILITY PROVIDER
REASON FOR LOAN
2024
2023
2024
2023
ASB - revolving credit
General commercial /
Future acquisitions
Extended to
Jan 2028
40.0
7.18%
7.43%
19.7
17.6
ASB - overdraft
Working capital
On demand
2.0
10.13%
10.13%
-
-
Related parties
Working capital
On demand
0.3
4.00%
4.00%
0.3
0.5
RDTI loans
Government grants
Mar 2025
0.7
-
-
0.7
0.5
Total borrowings at year end
20.7
18.6
ASB facilities
ASB facilities are secured by an interest in Vista Group's tangible assets and are not linked to any climate-related targets. Agreed
covenants, which are calculated and certified on a quarterly basis, 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 a charging group not being less than 80% of the guaranteeing 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.
In January 2025, Vista Group extended its ASB revolving credit and overdraft facilities from January 2026 to January 2028. As
part of this facility extension the 1.45% line fee reduced to 1.10%, and the 2.10% interest rate margin reduced to 1.92%.
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. A cash repayment of $0.2m was made to the co-shareholder during the year (2023: $0.1m).
The New Zealand Government have provided a $0.2m RDTI loan during the year (2023: $0.5m) which is linked to the RDTI
Government grant (see section 2.3). This loan is interest free and repayable when the RDTI claim has been processed by the
Inland Revenue (expected to be in the first quarter of 2025).
96
Notes to the financial statements • 97
4. Assets and liabilities
This section outlines further details of Vista Group’s financial performance by building on information presented in the statement
of financial position.
4.1 Trade and other receivables
Carrying amount of trade and other receivables
2024
2023
NZ$m
NZ$m
Trade receivables
31.2
31.5
Sundry receivables
5.7
2.2
Prepayments
4.1
4.7
Total trade and other receivables
41.0
38.4
Contract assets
Contract assets primarily relate to Vista Group’s rights to consideration for performance obligations completed but not billed
at the reporting date. Vista Group also recognises contract assets for ‘costs to fulfil a contract’ (i.e. Vista Cloud implementation
costs), where direct costs are incurred with the performance obligations being settled over time.
The movement in contract assets during the year was as follows:
2024
2023
SECTION
NZ$m
NZ$m
Balance at 1 January
4.6
5.3
Amounts included in opening balance released in the current year
(3.8)
(4.5)
Additional contract assets recognised during the year
7.0
3.8
Impairment charges
2.3
-
(0.2)
Exchange movements
0.6
0.2
Contract assets at year end
8.4
4.6
Represented by:
Current portion
6.9
4.1
Non-current portion
1.5
0.5
Contract assets at year end
8.4
4.6
Revenue provisioning
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 2024, 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.
Vista Group has previously designated revenue provisioning as an area involving significant estimation uncertainty. It is no longer
designated as such as the gross amounts outstanding are no longer cumulatively material.
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 offs 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.
• 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).
Movement in the ECL provision during the year was as follows:
2024
2023
NZ$m
NZ$m
Balance at 1 January
1.5
4.4
Bad debts written off
(0.1)
(1.6)
Movement in provision through the income statement
0.8
(0.7)
Movement in provision through deferred revenue
-
(0.7)
Exchange differences
(0.1)
0.1
ECL provision at year end
2.1
1.5
98
Notes to the financial statements • 99
The table below illustrates how the carrying value of the ECL has been derived:
2024
0-90
DAYS
NZ$m
91-180
DAYS
NZ$m
181-270
DAYS
NZ$m
271-360
DAYS
NZ$m
361+
DAYS
NZ$m
TOTAL
NZ$m
Net trade receivables and contract assets1
38.9
1.0
0.7
0.5
0.5
41.6
Baseline
0.1
-
-
-
-
0.1
Aging, write offs and collection
0.1
-
-
-
-
0.1
Country, client and market
0.1
-
-
-
-
0.1
ECL - general provision
0.3
-
-
-
-
0.3
ECL - specific provision
0.8
0.1
0.1
0.3
0.5
1.8
Total ECL provision
1.1
0.1
0.1
0.3
0.5
2.1
General provision effective rate
0.8%
0.0%
0.0%
0.0%
0.0%
0.7%
2023
Net trade receivables and contract assets1
33.2
2.6
0.8
0.3
0.7
37.6
Baseline
0.1
-
-
-
-
0.1
Aging, write offs and collection
-
-
-
-
-
-
Country, client and market
0.1
-
-
-
-
0.1
ECL - general provision
0.2
-
-
-
-
0.2
ECL - specific provision
0.2
0.3
0.1
0.1
0.6
1.3
Total ECL provision
0.4
0.3
0.1
0.1
0.6
1.5
General provision effective rate
0.6%
0.0%
0.0%
0.0%
0.0%
0.5%
1 Net trade receivables and contract assets have been adjusted for the impact of concession discounts and credit risk provisioning.
Total revenue and ECL provisioning
The below table highlights the proportion of total provisioning made against trade receivables and contract assets. Vista Group
believes that cumulative ECL and revenue provisions of 6.6% was a reasonable level to provide against trade receivables and
contract assets.
2024
2023
NZ$m
NZ$m
Trade receivables and contract assets
42.3
38.6
Revenue provisioning
0.7
1.0
ECL provisioning
2.1
1.5
Total provisioning
2.8
2.5
Total provisioning effective rate
6.6%
6.5%
4.2 Property, plant and equipment
Depreciation on assets is charged on a straight-line basis as follows:
• Fixtures and fittings: 3 to 14 years, or the term of any associated property lease.
• Computer equipment: 2 to 5 years.
Carrying amount of property, plant and equipment
FIXTURES
& FITTINGS
COMPUTER
EQUIPMENT
TOTAL
2024
NZ$m
NZ$m
NZ$m
Gross carrying amount
Balance at 1 January
4.5
3.5
8.0
Additions
0.1
0.4
0.5
Disposals
(0.9)
(2.2)
(3.1)
Exchange differences
0.3
0.2
0.5
Balance at year end
4.0
1.9
5.9
Accumulated depreciation
Balance at 1 January
(2.6)
(2.2)
(4.8)
Current year depreciation
(0.7)
(1.1)
(1.8)
Disposals
0.9
2.2
3.1
Exchange differences
(0.2)
(0.1)
(0.3)
Balance at year end
(2.6)
(1.2)
(3.8)
Property, plant and equipment at 31 December 2024
1.4
0.7
2.1
2023
Gross carrying amount
Balance at 1 January
5.0
3.4
8.4
Additions
0.1
0.7
0.8
Disposals
(0.6)
(0.6)
(1.2)
Balance at year end
4.5
3.5
8.0
Accumulated depreciation
Balance at 1 January
(2.4)
(1.3)
(3.7)
Current year depreciation
(0.7)
(1.5)
(2.2)
Disposals
0.6
0.6
1.2
Exchange differences
(0.1)
-
(0.1)
Balance at year end
(2.6)
(2.2)
(4.8)
Property, plant and equipment at 31 December 2023
1.9
1.3
3.2
100
Notes to the financial statements • 101
4.3 Goodwill
The amount of goodwill initially recognised is a function of the allocated purchase price to the fair value of the identifiable net
assets acquired. The determination of the net assets’ fair value, particularly intangible assets, is to a considerable extent based
on management judgement.
Goodwill is not amortised and is tested for impairment annually irrespective of whether there is any indication of impairment. If
any such indication exists, the asset’s recoverable amount is estimated. After initial recognition, goodwill is measured at cost less
any accumulated impairment charges.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may
not be recoverable. An impairment charge is recognised if the carrying amount of an asset exceeds its recoverable amount.
Impairment charges are recognised in the income statement.
The recoverable amount of an asset is the greater of its value in use (VIU) and its fair value less costs to dispose (FVLCD). In
accordance with NZ IAS 36 Impairment of Assets, FVLCD is only determined where the VIU would result in an impairment charge.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
inflows which are largely independent of the cash inflows from other assets or groups of assets (i.e. Cash Generating Units, or
CGUs). The allocation is made to those CGUs that are expected to benefit from the business combination in which goodwill arose.
In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset.
Carrying amount of goodwill
2024
2023
NZ$m
NZ$m
Gross carrying amount
Balance at 1 January
72.9
72.3
Exchange differences
3.5
0.6
Gross carrying amount at year end
76.4
72.9
Accumulated impairment
Balance at 1 January
(15.2)
(15.2)
Accumulated impairment at year end
(15.2)
(15.2)
Goodwill at year end
61.2
57.7
Goodwill by CGU
Vista Group’s CGUs changed in the current year to align to both the new reporting segments (see section 2.2) and the internal
reporting reviewed by Vista Group’s CODM. The sole difference to the reporting segments is that the Film segment has been split
to the lowest levels reviewed for internal reporting purposes. Film Distribution represents an aggregation of the Maccs, Numero
and Movio Research products.
2024
2023
NZ$m
NZ$m
Cinema
47.1
44.6
Film Distribution
6.7
6.4
Powster
7.2
6.5
Flicks
0.2
0.2
Goodwill at year end
61.2
57.7
2024 impairment testing of goodwill (significant estimation uncertainty)
Vista Group completed its annual goodwill impairment review under a VIU method at 31 August 2024 (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 prepared 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): being 2.0%, which was determined by an independent adviser.
• Terminal growth: being calculated after 2029 when applying the LTGR.
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
CURRENT CGU
AMOUNT THE VIU
EXCEEDS THE
CARRYING VALUE
(NZ$m)
PRE-TAX WACC
APPLIED TO THE
2024 VIU
VALUE APLLIED
TO THE 2024 VIU
VALUE REQUIRED
FOR NIL
HEADROOM
VALUE APLLIED
TO THE 2024 VIU
VALUE REQUIRED
FOR NIL
HEADROOM
Cinema
363.4
14.2%
17.1%
Not sensitive
32.4%
12.2%
Film Distribution
34.1
15.2%
9.8%
Not sensitive
29.7%
11.0%
Powster
9.7
15.5%
10.8%
Not sensitive
19.5%
11.6%
Flicks
0.4
17.1%
18.8%
11.0%
15.3%
13.7%
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.
4.4 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.
102
Notes to the financial statements • 103
Carrying amount of intangible assets
2024
SECTION
INTERNALLY
GENERATED
SOFTWARE
NZ$m
SOFTWARE
LICENSES
NZ$m
INTELLECTUAL
PROPERTY
NZ$m
CLIENT
RELATIONSHIPS
NZ$m
TOTAL
NZ$m
Gross carrying amount
Balance at 1 January
80.9
4.6
2.5
14.0
102.0
Additions
17.2
-
-
-
17.2
Exchange differences
0.6
0.1
0.1
1.3
2.1
Balance at year end
98.7
4.7
2.6
15.3
121.3
Accumulated amortisation
Balance at 1 January
(33.9)
(3.5)
(2.1)
(7.7)
(47.2)
Current year amortisation
(12.7)
(0.5)
(0.1)
(0.7)
(14.0)
Exchange differences
(0.2)
(0.1)
(0.1)
(0.7)
(1.1)
Balance at year end
(46.8)
(4.1)
(2.3)
(9.1)
(62.3)
Intangible assets at 31 December 2024
51.9
0.6
0.3
6.2
59.0
2023
Gross carrying amount
Balance at 1 January
64.7
4.5
2.6
16.2
88.0
Additions
18.7
-
-
-
18.7
Disposals
(0.7)
-
-
-
(0.7)
Impairment charges
2.3
(2.0)
-
-
(2.4)
(4.4)
Exchange differences
0.2
0.1
(0.1)
0.2
0.4
Balance at year end
80.9
4.6
2.5
14.0
102.0
Accumulated amortisation
Balance at 1 January
(24.1)
(2.9)
(1.9)
(6.1)
(35.0)
Current year amortisation
(10.7)
(0.6)
(0.2)
(1.5)
(13.0)
Disposals
0.7
-
-
-
0.7
Impairment charges
2.3
0.2
-
-
-
0.2
Exchange differences
-
-
-
(0.1)
(0.1)
Balance at year end
(33.9)
(3.5)
(2.1)
(7.7)
(47.2)
Intangible assets at 31 December 2023
47.0
1.1
0.4
6.3
54.8
Internally generated software additions of $17.2m (2023: $18.7m) do not align to the $17.6m (2023: $19.5m) recognised in the
statement of cashflows as there is a timing difference of when Vista Group receives RDTI Government grants.
Impairment of intangible assets
Vista Group reviewed the carrying value of its internally generated software for indicators of impairment at 31 December 2024. As
no such indicators were noted, in accordance with NZ IAS 36 no impairment review was performed at that date.
Vista Group reviewed the carrying value of its internally generated software for indicators of impairment in the prior year and
recognised the following impairment changes:
• Capitalised development: Due to a change in the expectations of the Madex product, the carrying value was fully impaired
resulting in an impairment charge of $1.8m being recognised within ‘other gains and losses’ at 31 December 2023 (see section 2.3).
• Retriever client contracts: On 16 February 2022, Vista Group announced it acquired the client relationship assets of Retriever
Software Inc. (Retriever). The fundamental driver behind this transaction was to onboard their largest North American client
to Vista Cloud, which 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 therefore recognised a $2.4m impairment charge within ‘other
gains and losses’ at 31 December 2023 (see section 2.3).
Key inputs applied to the MEEM are included in section 4.5 of the 2023 Annual Report.
4.5 Trade and other payables
Carrying amount of trade and other payables
2024
2023
NZ$m
NZ$m
Trade payables
3.5
7.6
Sundry accruals
7.0
4.4
Employee benefits
11.7
10.3
Total trade and other payables
22.2
22.3
4.6 Lease assets and lease liabilities
Carrying amount of lease assets
2024
2023
SECTION
NZ$m
NZ$m
Balance at 1 January
8.7
12.3
Additions during the year
1.8
0.3
Amounts reclassified (to) / from sublease asset
4.7
(1.3)
1.8
Adjustments in respect of assumed lease term
(0.1)
(1.3)
Current year depreciation
(4.0)
(4.7)
Exchange differences
0.5
0.3
Lease assets at year end
5.6
8.7
Lease assets at 31 December 2023 include a property that was formerly subleased, as discussed in section 4.7. This subleased
asset reverted to be designated as a subleased asset in 2024 once a new tenant was occupying the space.
Vista Group predominantly leases property for fixed periods of 1-7 years.
104
Notes to the financial statements • 105
Carrying amount of lease liabilities
2024
2023
NZ$m
NZ$m
Balance at 1 January
12.5
18.6
Additions during the year
1.7
0.3
Adjustments in respect of assumed lease term
(0.1)
(1.3)
Interest expense relating to lease liabilities
0.5
0.7
Repayment of lease liabilities (including interest)
(6.6)
(6.0)
Exchange differences
0.8
0.2
Lease liabilities at year end
8.8
12.5
Maturity of lease liabilities
2024
2023
NZ$m
NZ$m
Less than one year
6.4
5.5
One to five years
2.4
7.0
More than five years
-
-
Lease liabilities at year end
8.8
12.5
4.7 Net investment in sublease asset
When Vista Group acts as a sublessor, it determines at the inception of the contract whether the lease is a finance lease (where
the lease transfers substantially all the risks and rewards incidental to ownership of the underlying asset) or an operating lease
(any lease that does not fit the criteria of a finance lease).
A sublease that fits the finance lease criteria is recognised as an asset by present valuing all future lease payments. The sublease
asset reduces on receipt of future lease payments. Unwinding of the present valued subleased asset is recognised on the income
statement as finance income. At the end of each reporting period, the subleased asset is tested for impairment.
A gain or loss is recognised at the start of the sublease where there is a difference between the value of the sublease and the
amount of the existing lease asset that is de-recognised.
A sublease that fits the criteria as an operating lease is not recognised as an asset, instead it is recognised as other income on the
income statement when the receipt is contractually due.
Carrying amount of net investment in sublease asset
2024
2023
SECTION
NZ$m
NZ$m
Balance at 1 January
-
1.2
Impairment reversal
2.3
-
0.6
Amounts reclassified from / (to) lease assets
4.6
1.3
(1.8)
Lease payments received (including interest)
(0.4)
-
Exchange differences
0.1
-
Net investment in sublease at year end
1.0
-
Represented by:
Current portion
0.6
-
Non-current portion
0.4
-
Net investment in sublease at year end
1.0
-
In 2022, Vista Group's Los Angeles subtenant abandoned their sublease with four years remaining. The asset reverted to Vista
Group as lease assets. In March 2024, Vista Group initiated a new sublease for the same premises meaning the asset was re-
recognised as a sublease asset.
4.8 Deferred revenues
Deferred revenues are contract liabilities related to revenue that are recognised on client contracts where Vista Group’s
performance obligations have not been fully satisfied.
The following table represents the revenues recognised during the year relating to carried forward deferred revenue, as well as
the additional deferred revenues recognised at year end where the performance obligations are yet to be satisfied.
Carrying value of deferred revenues
2024
2023
NZ$m
NZ$m
Balance at 1 January
27.2
22.7
Revenue recognised from performance obligations satisfied in the year
(26.1)
(21.4)
Additional deferred revenues from unsatisfied performance obligations
22.7
25.4
Exchange movements
2.1
0.5
Deferred revenues at year end
25.9
27.2
Represented by:
Current portion
25.8
26.7
Non-current portion
0.1
0.5
Deferred revenues at year end
25.9
27.2
4.9 Provisions
A provision is a liability of uncertain timing or amount and is recognised when Vista Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
Carrying amount of provisions
2024
2023
SECTION
NZ$m
NZ$m
Business transformation constructive obligations
2.3
0.2
0.8
Lease dilapidations
0.3
0.5
Total provisions at year end
0.5
1.3
Represented by:
Current
0.3
1.2
Non-current
0.2
0.1
Total provisions at year end
0.5
1.3
Movement in provisions
2024
2023
SECTION
NZ$m
NZ$m
Balance at 1 January
1.3
0.7
US sales taxes
-
(0.3)
Business transformation constructive obligations
2.3
(0.6)
0.8
Lease dilapidations
(0.2)
0.1
Total provisions at year end
0.5
1.3
106
Notes to the financial statements • 107
4.10 Contingent consideration
Contingent consideration is an obligation for Vista Group to transfer additional consideration to the vendor of a business
acquisition if future events occur or conditions are met. A contingent consideration liability is initially measured at fair value on
the acquisition date and is remeasured to fair value at each reporting date, with changes included in the income statement in the
year of remeasurement.
Movement in contingent consideration
2024
2023
SECTION
NZ$m
NZ$m
Balance at 1 January
0.5
2.9
Amounts settled in cash during the year
(0.5)
(1.3)
Movements in fair value through the income statement
2.3
-
(1.1)
Total contingent consideration at year end
-
0.5
Represented by:
Current
-
0.5
Non-current
-
-
Total contingent consideration at year end
-
0.5
The acquisition price for Retriever included contingent cash consideration through two earn-outs, with the final component being
settled in cash during the current year. Vista Group recognised a fair value gain of $1.1m in the prior year as the earn-out linked to
the retention and integration of key clients to Vista Group’s platforms was only partially achieved
5. Taxation
This section outlines details of the income tax expense incurred by Vista Group and the deferred taxes recognised on the
statement of financial position.
5.1 Income tax expense
The income tax expense for the year comprises current and deferred tax. Taxation is recognised in the income statement,
except when it relates to items recognised directly in equity (in which case the income tax is recognised in the statement of other
comprehensive income). Income tax expense is based on tax rates and regulation enacted, or substantively enacted at the balance
date, in the jurisdiction in which the respective entity operates.
Composition of income tax expense
2024
2023
SECTION
NZ$m
NZ$m
Current tax expense
2.3
2.1
Deferred tax expense / (benefit)
5.2
0.1
(6.0)
Total taxation expense / (benefit)
2.4
(3.9)
Reconciliation of income tax expense
The relationship between the expected tax expense based on the domestic effective tax rate of the Company at 28% (2023: 28%)
and the reported tax expense in the income statement can be reconciled as follows:
2024
2023
NZ$m
NZ$m
Profit / (loss) before tax
1.8
(17.5)
Domestic tax rate for Vista Group International Limited
28%
28%
Expected taxation expense / (benefit)
0.5
(4.9)
Foreign subsidiary company tax
(0.4)
0.1
Non-assessable income / non-deductible expenses
0.4
0.4
Excess foreign tax credits
1.1
0.5
Prior year adjustments
0.4
(0.2)
Other
0.4
0.2
Total taxation expense / (benefit)
2.4
(3.9)
Effective tax rate
133%
22%
Unrecognised tax losses and imputation credits
At 31 December 2024, Vista Group had unused tax losses of $3.1m, for which no deferred tax asset was recognised due to unmet
recognition criteria (2023: $3.2m).
Vista Group has no imputation credits available for future use at 31 December 2024 (2023: $1.1m), following significant changes in
the share register that affected shareholder continuity requirements. The prior period value has been restated.
108
Notes to the financial statements • 109
5.2 Deferred tax assets and liabilities
Deferred tax is recognised for temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The amount of deferred tax is based on the expected manner of realisation
of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the end of the year. A deferred
tax asset is recognised only to the extent that it is probable that future taxable profits will be available for the asset to be utilised.
Recognition of deferred tax assets (significant estimation uncertainty)
Deferred tax at year end includes temporary timing differences and income tax losses available to carry forward against future
profits. A deferred tax asset is recognised on losses, only when it is considered probable that sufficient taxable profits will be
available to utilise the losses in the near future. Vista Group applies judgement when reviewing current business plans and
forecasts to ascertain the likelihood of future taxable profits. The financial forecasts used in this assessment are the same as those
used in the annual impairment review of goodwill and other assets (see section 4.3).
Deferred taxes can be summarised as follows:
OPENING
BALANCE
RECLASS
(TO) / FROM
CURRENT
TAX
RECOGNISED
IN OTHER
COMPREHENSIVE
INCOME
RECOGNISED IN
INCOME
STATEMENT
CLOSING
BALANCE
2024
NZ$m
NZ$m
NZ$m
NZ$m
NZ$m
Trade and other receivables
1.0
-
-
(0.1)
0.9
Property, plant and equipment
(3.3)
-
-
(1.6)
(4.9)
Lease assets
(2.2)
-
-
0.8
(1.4)
Employee benefits
2.9
-
0.6
(0.3)
3.2
Lease liabilities
3.1
-
-
(1.2)
1.9
Available tax losses
21.3
-
-
3.3
24.6
Other
0.7
0.1
-
(1.0)
(0.2)
Deferred tax net asset at year end
23.5
0.1
0.6
(0.1)
24.1
2023
Trade and other receivables
2.6
-
-
(1.6)
1.0
Property, plant and equipment
(3.2)
-
-
(0.1)
(3.3)
Lease assets
(2.7)
-
-
0.5
(2.2)
Employee benefits
3.2
-
(0.2)
(0.1)
2.9
Lease liabilities
3.8
-
-
(0.7)
3.1
Available tax losses
13.9
-
-
7.4
21.3
Other
0.1
-
-
0.6
0.7
Deferred tax net asset at year end
17.7
-
(0.2)
6.0
23.5
Deferred tax net asset is represented by:
2024
2023
NZ$m
NZ$m
Deferred tax asset
24.1
24.1
Deferred tax liability
-
(0.6)
Deferred tax net asset
24.1
23.5
Of the $24.6m deferred tax asset recognised for available tax losses, $24.0m relate to the New Zealand tax jurisdiction which
does not impose an expiry date on tax losses. Management prepared business models project that it is probable that these tax
losses will be utilised within approximately the next 5 years.
6. Capital structure
This section outlines Vista Group’s capital structure, earnings per share and share-based employee incentives which have an
impact on Vista Group’s equity.
Components of equity
Contributed equity: Represents the value of shares that have been issued. Incremental costs directly attributable to the issue of
ordinary shares are recognised as a deduction from equity. All transactions with owners of the parent are recorded separately
within share capital. All shares are ordinary, authorised, issued and fully paid shares. They all have equal voting rights and share
equally in dividends and any surplus on winding up. The shares have no par value.
Retained earnings: All current and prior year retained profits and losses.
Dividend payments: Dividends payable to equity shareholders are included in trade and other payables when the dividends have
been approved by the Board on or before the end of the reporting year but not yet distributed.
Foreign currency reserve: This reserve is used to record cumulative translation differences on the assets and liabilities of foreign
operations. The cumulative translation differences are recycled to the income statement on disposal of the foreign operation.
Share-based payment reserve: This reserve is used to record any equity share-based incentives. The reserve value represents the
difference between the value at the time of allocation and the cash incentives received, plus the equity component of contingent
consideration payable.
6.1 Contributed equity
At 31 December 2024, Vista Group had 237,676,202 shares in issue (2023: 236,243,042). The following reflects where these
shares were allocated:
MILLIONS OF SHARES
NZ$m
2024
2023
2024
2023
Shares issued and fully paid:
Balance at 1 January
236.2
233.2
140.5
135.0
Ordinary shares issued during the year:
Employee incentives
1.5
3.0
2.3
5.7
Excess income tax benefit / (expense) on share-based payments
-
-
0.6
(0.2)
Total contributed equity at year end
237.7
236.2
143.4
140.5
110
Notes to the financial statements • 111
6.2 Earnings per share
Vista Group presents basic and diluted earnings per share (EPS) data for its ordinary shares.
Basic EPS is calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of
ordinary shares in issue during the year.
Diluted EPS is determined by adjusting the profit or loss attributable to owners of the parent and the weighted average number
of ordinary shares in issue during the year for the effects of all dilutive potential ordinary shares, which for Vista Group comprise
share rights and performance rights. Potential ordinary shares are treated as dilutive when their conversion to ordinary shares
would decrease EPS or increase the loss per share.
Earnings per share calculation
NUMBER OF SHARES
2024
2023
Weighted average ordinary shares for basic EPS (millions)
237.3
235.4
Effect of dilution:
Share options and awards (millions)
3.1
3.2
Weighted average ordinary shares adjusted for the effect of dilution (millions)
240.4
238.6
Loss for the year attributable to owners of the parent (NZ$m)
(1.0)
(13.9)
Basic and diluted EPS (dollars)
($0.00)
($0.06)
6.3 Dividends
The Board approved a refreshed dividend policy in September 2024, which is available at vistagroup.co.nz/investor-centre. No
dividends were paid during the year (2023: $nil).
6.4 Foreign currency reserve
Items included in the financial statements of each of Vista Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the Functional Currency). The financial statements are presented in New
Zealand Dollars (NZD), which is Vista Group’s presentation currency. All financial information has been presented rounded as
millions of dollars (NZ$m).
Foreign currency transactions are translated into the Functional Currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation,
at year end exchange rates, of monetary assets and liabilities denominated in foreign currencies, are recognised in the income
statement.
6.5 Share-based payments
Equity-settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date. The
fair value includes the effect of market based vesting conditions.
The fair value determined at the grant date of the equity-settled share-based payments is expensed evenly over the vesting
period within total 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.
Share-based payment expense
The share-based payment expense relating to each scheme is as follows:
2024
2023
NZ$m
NZ$m
Vista Group Recognition Scheme (VGRS)
-
0.8
CEO Retention Scheme (CEO Retention)
0.1
0.3
Executive Retention Scheme (Executive Retention)
0.3
0.5
LTI Scheme - Share Rights (LTI Share Rights)
0.5
0.9
LTI Scheme - Performance Rights (LTI Performance Rights)
0.9
0.7
Total share-based payment expense
1.8
3.2
Summary of share-based schemes
The movement in the number of rights outstanding is summarised in the following table:
RETENTION SCHEMES (GRANTED IN PRIOR YEARS)
RETENTION SCHEMES
(GRANTED IN 2024)
NUMBER OF RIGHTS (MILLIONS)
VGRS
CEO RETENTION
LTI SHARE RIGHTS
EXECUTIVE RETENTION
LTI PERFORMANCE
RIGHTS
TOTAL
At 1 January 2023
1.9
0.4
0.9
0.3
1.0
4.5
Granted
-
0.2
0.8
0.3
0.8
2.1
Lapsed / Forfeited
-
-
(0.2)
-
(0.2)
(0.4)
Vested / Exercised
(1.9)
(0.4)
(0.3)
-
(0.4)
(3.0)
At 31 December 2023
-
0.2
1.2
0.6
1.2
3.2
Granted
-
-
-
0.2
1.3
1.5
Lapsed / Forfeited
-
-
(0.1)
-
-
(0.1)
Vested / Exercised
-
(0.1)
(0.5)
(0.4)
(0.5)
(1.5)
At 31 December 2024
-
0.1
0.6
0.4
2.0
3.1
The share price of awards on the date of vesting for all schemes in 2024 was $1.93 (2023: $1.23 for the CEO Retention, and $1.32
for the VGRS, LTI Share Rights, and 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 0.9 years (2023: 1.0 years).
Fair value assumptions
The following assumptions were applied to the Black-Scholes pricing model to determine the fair value of rights on the grant
date:
• As all rights are granted at no cost, the exercise price is always $nil and therefore no volatility or risk-free rates are required.
• For all schemes, no dividend yield has been assumed (2023: nil) and all awards are assumed to be 100% achieved (2023: 100%)
unless Board approved forecasts suggests financial targets are unlikely to be achieved.
112
Notes to the financial statements • 113
Retention schemes
Vista Group granted awards under the following retention schemes during the year:
2024
2023
ASSUMPTION
EXECUTIVE
RETENTION
CEO RETENTION
EXECUTIVE
RETENTION
LTI SHARE
RIGHTS
Share price on grant date (NZ$)
$1.98
$1.51
$1.47
$1.37
Vesting period (months)
24
13-25
16
13-37
• 2023 and 2024 Executive Retention: The Board approved awards to be issued under this scheme in 2024 and 2023 to select
senior management deemed critical to retain during a period of substantial change. The 2023 award was due to imminent
change at the CEO position, the 2024 award to ensure continuity at the GSLT level post the 2023 business transformation.
These awards are subject to continued tenure of each participant, with all awards granted in 2024 due to vest in April 2026
(2023: April 2024).
• 2023 CEO Retention: As part of a competitive CEO recruitment process, the Board granted rights to the CEO to compensate
for variable remuneration that would be forfeit on Stuart Dickinson’s departure from his previous employer. Under this scheme
the CEO was granted 200,000 share rights, with 50% vesting in April 2024 and 50% in April 2025.
• 2023 LTI Share Rights: The Board approved awards to be issued under this scheme in 2023 to eligible senior management. The
share rights are split into three tranches and vest annually over a three-year period.
Awards under each of these schemes are designed to promote alignment with shareholders’ interests, provide continuity in
periods of substantial change, 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.
The Board do not have any current intentions to grant further rights under these retention schemes.
Performance schemes
At 31 December 2024, Vista Group was operating the following performance schemes:
• LTI Performance Rights: The Board approved awards to be issued under this scheme in both 2024 and 2023 to eligible senior
management. The scheme requires achievement of specific financial targets set by the Board with vesting occurring annually
over three years, on achievement of the target and continued tenure.
ASSUMPTION
2024
2023
Share price on grant date (NZ$)
$1.98
$1.37
Vesting period (months)
13-37
13-37
Financial targets
Recurring Revenue
& EBITDA
Recurring Revenue
Awards under performance schemes are designed to ensure continued retention, incentivise sustained performance over the
long-term and to promote alignment with shareholders’ interests. These schemes allow the carry forward of any performance
rights that do not vest in each vesting period to be eligible to vest in future vesting periods. Rights are granted for no
consideration and carry no dividend or voting rights until vested. The awards are also contingent on continued tenure.
The fair value of interests awarded was determined using the Black-Scholes option pricing model.
7. Financial risk management
Vista Group is exposed to three main types of risk in relation to financial instruments, which are market (foreign currency risk and
interest rate risk), credit and liquidity.
Vista Group’s risk management framework is set by the Board and implemented by management. The framework focus includes
actively monitoring and securing Vista Group’s short to medium-term cash flows by minimising the exposure to financial markets.
The most significant financial risks to which Vista Group is exposed are described below.
7.1 Capital management
The following table summarises the capital of Vista Group:
2024
2023
SECTION
NZ$m
NZ$m
Borrowings
3.2
20.7
18.6
Equity
145.9
137.3
Total capital
166.6
155.9
Vista Group’s policy is to use a mixture of capital raised on the NZX / ASX exchanges and borrowing facilities to meet anticipated
funding requirements. These borrowings together with cash generated from operations, are loaned internally, or contributed as
equity to certain subsidiaries.
7.2 Foreign currency risk
Vista Group operates internationally and is exposed to foreign exchange risk in US Dollars (USD), Pounds Sterling (GBP), Euros
(EUR), and Australian Dollars (AUD). Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the functional currency of the relevant group entity.
To mitigate exposure to foreign currency risk, foreign currency cash flows are monitored in accordance with Vista Group’s risk
management policies. Vista Group’s risk management policies include treasury management and foreign exchange policies, the
implementation of which is set and reviewed regularly by the Board. Vista Group’s risk management procedures distinguish short-
term foreign currency cash flows (due within 6 months) from longer-term cash flows (due after 6 months). Where the amounts to
be paid and received in a specific currency are expected to largely offset one another, no further hedging activity is undertaken.
The foreign exchange policy allows for the use of hedging activity, and although Vista Group uses its debt facilities as a natural
hedge, no other financial instruments have been used (i.e. derivatives).
Foreign currency denominated financial assets and liabilities which expose Vista Group to currency risk are disclosed in the
following table. The amounts shown are those reported to key management translated into NZD at the closing rate.
USD
GBP
EUR
AUD
2024
NZ$m
NZ$m
NZ$m
NZ$m
Financial assets
Cash
12.2
1.7
2.0
0.6
Trade receivables
20.1
6.9
4.8
1.5
Sundry receivables
3.8
0.3
-
-
Net investment in sublease
1.0
-
-
-
Financial liabilities
Borrowings
(17.7)
(2.3)
-
-
Trade payables
(1.1)
-
(0.2)
(0.3)
Sundry payables
(1.3)
(0.3)
(0.1)
(0.1)
Lease liabilities
(5.3)
(1.5)
(0.1)
-
Net foreign currency risk
11.7
4.8
6.4
1.7
114
Notes to the financial statements • 115
USD
GBP
EUR
AUD
2023
NZ$m
NZ$m
NZ$m
NZ$m
Financial assets
Cash
13.1
2.9
1.7
1.0
Trade receivables
20.5
5.2
6.6
1.2
Sundry receivables
0.4
0.5
-
-
Financial liabilities
Borrowings
(17.5)
(0.5)
-
-
Trade payables
(3.1)
(0.4)
(0.1)
-
Sundry payables
(1.4)
(0.4)
(0.1)
(0.1)
Lease liabilities
(7.5)
(1.0)
(0.3)
-
Contingent consideration
(0.5)
-
-
-
Net foreign currency risk
4.0
6.3
7.8
2.1
The following table illustrates the sensitivity of profit or loss and equity in regard to Vista Group’s financial assets and liabilities
affected by exchange rates with ‘all other things being equal’. It assumes a +/- 10% change of the NZD to currency exchange rate
for each year presented. The sensitivity analysis is based on Vista Group’s foreign currency financial instruments held at each
reporting date.
USD
GBP
EUR
AUD
2024
NZ$m
NZ$m
NZ$m
NZ$m
10% strengthening in NZD
(1.1)
(0.4)
(0.6)
(0.2)
10% weakening in NZD
1.3
0.5
0.7
0.2
2023
10% strengthening in NZD
(0.4)
(0.6)
(0.7)
(0.2)
10% weakening in NZD
0.4
0.7
0.9
0.2
Exposure to foreign exchange rates varies during the year depending on the volume of overseas transactions. Nonetheless, the
analysis above is considered to be representative of Vista Group’s exposure to market risk.
7.3 Interest rate risk
Vista Group’s interest rate risk primarily arises from long-term borrowing, lease liabilities and cash. Borrowings and deposits at
variable rates expose Vista Group to cash flow interest rate risk. Borrowings and deposits at fixed rates expose Vista Group to fair
value interest rate risk.
The following tables set out the interest rate repricing profile and current interest rate of the interest-bearing financial assets and
liabilities:
2024
EFFECTIVE
INTEREST
RATE
FLOATING
NZ$m
FIXED UP TO 3
MONTHS
NZ$m
FIXED UP TO 6
MONTHS
NZ$m
FIXED UP TO 5
YEARS
NZ$m
TOTAL
NZ$m
Financial assets
Cash
0.9%
21.8
-
-
-
21.8
Net investment in sublease
3.5%
-
-
-
1.0
1.0
Financial liabilities
Borrowings
6.9%
-
(0.7)
-
(20.0)
(20.7)
Lease liabilities
5.1%
-
-
-
(8.8)
(8.8)
Net interest risk
21.8
(0.7)
-
(27.8)
(6.7)
2023
Financial assets
Cash
3.5%
23.5
5.0
-
-
28.5
Financial liabilities
Borrowings
7.1%
-
-
-
(18.6)
(18.6)
Lease liabilities
4.1%
-
-
(0.3)
(12.2)
(12.5)
Net interest risk
23.5
5.0
(0.3)
(30.8)
(2.6)
Profit or loss is sensitive to higher / lower interest income / expense from cash as a result of changes in interest rates.
2024
EFFECTIVE
INTEREST
RATE +1%
NZ$m
EFFECTIVE
INTEREST
RATE -1%
NZ$m
Cash
0.2
(0.2)
Borrowings
(0.2)
0.2
Lease liabilities
(0.1)
0.1
Sensitised net interest risk
(0.1)
0.1
Vista Group’s bank deposits are predominantly held with top tier Australasian banks and HSBC.
116
Notes to the financial statements • 117
7.4 Credit 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 2024, 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.
2024
2023
SECTION
NZ$m
NZ$m
Not more than 6 months
4.1
0.9
2.3
Between 6 months and 9 months
4.1
0.6
0.7
Over 9 months
4.1
0.2
0.3
Overdue trade receivables and contract assets (net of provisioning)
1.7
3.3
Trade receivables consist of many clients in various industries and geographical areas, but predominantly all are clients are 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.
7.5 Liquidity Risk
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 2024, Vista Group had cash balances of $21.8m, along with $22.3m undrawn on its ASB revolving credit and
overdraft facilities. Forecasts show that this level of cash and undrawn loans will be sufficient for Vista Group to continue
operations for at least the next 12 months (representing the minimum requirement for going concern purposes).
The table below summarises the maturity profile of Vista Group’s non-derivative financial liabilities based on contractual
undiscounted payments.
2024
LESS THAN 3
MONTHS
NZ$m
3 TO 12
MONTHS
NZ$m
1 TO 5 YEARS
NZ$m
> 5 YEARS
NZ$m
TOTAL
NZ$m
Borrowings
0.7
0.3
19.7
-
20.7
Trade payables
3.5
-
-
-
3.5
Sundry payables
6.6
-
-
-
6.6
Interest on borrowings
0.4
1.3
-
-
1.7
Undiscounted lease liabilities (including interest)
2.2
6.3
2.9
-
11.4
Total liquidity risk
13.4
7.9
22.6
-
43.9
2023
Borrowings
-
1.0
17.6
-
18.6
Trade payables
7.6
-
-
-
7.6
Sundry payables
4.0
-
-
-
4.0
Interest on borrowings
0.4
1.2
1.5
-
3.1
Undiscounted lease liabilities (including interest)
1.8
5.3
8.8
-
15.9
Contingent consideration
0.5
-
-
-
0.5
Total liquidity risk
14.3
7.5
27.9
-
49.7
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 2024 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
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.
Level 3
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.
118
Notes to the financial statements • 119
Financial instruments by category
2024
FINANCIAL ASSETS AT
AMORTISED COST
NZ$m
FINANCIAL INSTRUMENTS AT
FAIR VALUE THROUGH P&L
NZ$m
FINANCIAL LIABILITIES AT
AMORTISED COST
NZ$m
Cash
21.8
-
-
Trade receivables
31.2
-
-
Sundry receivables
5.7
-
-
Net investment in sublease
1.0
-
-
Total financial assets
59.7
-
-
Borrowings
-
-
20.7
Trade payables
-
-
3.5
Sundry payables
-
-
6.6
Lease liabilities
-
-
8.8
Total financial liabilities
-
-
39.6
2023
Cash
28.5
-
-
Trade receivables
31.5
-
-
Sundry receivables
2.2
-
-
Total financial assets
62.2
-
-
Borrowings
-
-
18.6
Trade payables
-
-
7.6
Sundry payables
-
-
4.0
Lease liabilities
-
-
12.5
Contingent consideration
-
0.5
-
Total financial liabilities
-
0.5
42.7
Vista Group’s financial assets and liabilities by category are summarised as follows:
• Cash: Held at carrying value which also equates to fair value.
• Trade, related party and other receivables: Assets that are generally short-term in nature and are reviewed for impairment. The
carrying value approximates their fair value.
• Net investment in sublease: A receivable from a sublessee that is initially measured on a present value basis using the
underlying lease’s incremental borrowing rate, and subsequently held at amortised cost. This asset is impairment tested and
the carrying value approximates the fair value.
• Borrowings: Initially are held at fair value but adjusted to amortised cost by any borrowing costs. Interest rates are generally
fixed.
• Trade, related party and other payables: Liabilities that are generally short-term in nature with the carrying value approximating
their fair value.
• Lease liabilities: Liabilities arising from a lease are initially measured on a present value basis using the lessee’s incremental
borrowing rate.
• Contingent consideration: These liabilities typically arise from a business combination or a reacquired right. Fair value of
elements greater than 12 months are determined on a present value basis using the Vista Group’s incremental borrowing rate.
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.
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 2024 include 17 individuals
(6 Directors and 11 GSLT members) (2023: 17 individuals, being 6 Directors and 11 GSLT members).
2024
2023
NZ$m
NZ$m
Salaries (including bonuses)
6.1
6.2
Share-based payments
2.0
1.3
Director fees
0.7
0.7
Total key management personnel transactions
8.8
8.2
Other related party transactions
On 18 December 2023, the Board of Vista Entertainment Solutions (Shanghai) Limited (Vista China) resolved to terminate their
reseller agreement with Vista Group. No transactions have been made with Vista China since that date.
On 26 August 2024, Vista Group agreed a new reseller agreement with Vista Information Technology (Shanghai) Co. Ltd to
distribute Vista Group’s software in the People’s Republic of China, Hong Kong, Macau and Taiwan. This entity is not considered
to be a related party of Vista Group.
120
Notes to the financial statements • 121
8.2 Group companies
These financial statements consolidate the following subsidiaries of the Company:
COMPANY NAME
COUNTRY OF
INCORPORATION
DIRECTORS
PRINCIPAL
ACTIVITY
FURTHER INFORMATION
SHAREHOLDING
2024
2023
Flicks Limited
New Zealand
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Advertising
sales
No changes
100%
100%
Maccs
International B.V.
Netherlands
Vista Entertainment
Solutions (NL) B.V.
Software
development
& licensing
No changes
100%
100%
MovieXchange
Limited
New Zealand
Kelvin Preston
Inactive
No changes
100%
100%
Movio Limited
New Zealand
Kelvin Preston
Inactive
No changes
100%
100%
Movio, Inc.
United States
None
Amalgamated with Vista
Group (US), Inc. in
September 2024
-
100%
Numero Limited
New Zealand
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Holding
company
No changes
100%
100%
Numero (Aust)
Pty Ltd
Australia
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson,
Kirk Senior
Software
development
& licensing
No changes
100%
100%
Powster, Inc.
United States
Stuart Dickinson,
Steven Thompson
Marketing
& creative
solutions
No changes
50%
50%
Powster Limited
United
Kingdom
Stuart Dickinson,
Steven Thompson
Marketing
& creative
solutions
No changes
50%
50%
S.C. Share
Dimension S.R.L.
Romania
Share Dimension B.V.
Software
development
No changes
100%
100%
Senda DO Brasil
Serviços de
Tecnológia LTDA.
Brazil
Armando Mejias,
Gustavo Ortega
Software
licensing
No changes
60%
60%
Share Dimension
B.V.
Netherlands
Vista Entertainment
Solutions (NL) B.V.
Software
development
& licensing
No changes
100%
100%
Vista
Entertainment
Solutions (Asia)
Sdn. Bhd.
Malaysia
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson,
Huang Swee Lin
Software
licensing
No changes
100%
100%
Vista
Entertainment
Solutions
(Canada) Limited
Canada
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Inactive
No changes
100%
100%
Vista
Entertainment
Solutions (NL)
B.V.
Netherlands
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Software
licensing
No changes
100%
100%
COMPANY NAME
COUNTRY OF
INCORPORATION
DIRECTORS
PRINCIPAL
ACTIVITY
FURTHER INFORMATION
SHAREHOLDING
2024
2023
Vista
Entertainment
Solutions (Spain),
S.L.U.
Spain
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Inactive
Appointment of Matthew
Cawte and Stuart Dickinson,
and the removal of Kimbal
Riley on 2 August 2024.
100%
100%
Vista
Entertainment
Solutions Limited
New Zealand
Kelvin Preston
Inactive
No changes
100%
100%
Vista Group (IP)
Limited
New Zealand
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Distributor of
intellectual
property
No changes
100%
100%
Vista Group (NZ)
Limited
New Zealand
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Software
licensing
No changes
100%
100%
Vista Group (US),
Inc.
United States
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Amalgamated with Movio,
Inc. in September 2024, and
re-named during the year
from Vista Entertainment
Solutions (USA), Inc.
100%
100%
Vista Group
International (UK)
Limited
United
Kingdom
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Software
licensing
Re-named during the year
from Vista Entertainment
Solutions (UK) Limited
100%
100%
Vista Group
Limited
New Zealand
Kelvin Preston,
Stuart Dickinson
Inactive
No changes
100%
100%
Vista International
Entertainment
Solutions South
Africa (Pty) Ltd
South Africa
Matthew Cawte,
Kelvin Preston,
Stuart Dickinson
Software
licensing
No changes
100%
100%
Vista Latin
America, S.A. de
C.V.
Mexico
Murray Holdaway,
Stuart Dickinson,
Armando Mejias,
Gustavo Ortega
Software
licensing
Appointment of Stuart
Dickinson, and the removal
of Kimbal Riley and Brian
Cadzow on 12 April 2024.
60%
60%
122
Notes to the financial statements • 123
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.
8.3 Capital commitments
There were no capital commitments for Vista Group at 31 December 2024 (2023: $nil).
8.4 Events after balance date
In January 2025, Vista Group extended its $42.0m ASB revolving credit and overdraft facilities to mature in January
2028. See section 3.2 for more details of these facilities.
There were no other significant events between balance date and the date these financial statements were authorised
for issue.
Independent auditor’s report
To the shareholders of Vista Group International Limited
Our opinion
In our opinion, the accompanying consolidated financial statements (the 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 2024, 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 2024;
●
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.
In our capacity as auditor and assurance practitioner, our firm provides other assurance services. The
firm has no other relationship with, or interests in, 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, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor's report • 125
124
Description of the key audit matter
How our audit addressed the key audit matter
Impairment testing of goodwill
Section 4.3 of the financial statements
provides details of the goodwill balance of
$61.2 million as at 31 December 2024,
which comprised balances in four cash
generating units (CGUs). The composition
of CGUs has changed in the current year
to align with the new reporting segments
of Vista Group, as explained in section
4.3.
The impairment tests were performed as
at 31 August 2024, 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. The VIU was then
compared to the carrying amount of the
associated net assets, including goodwill,
of each CGU as at 31 August 2024. 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 determining 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
2024. No impairment charges were
recognised.
Our audit focussed 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.
Our audit procedures in relation to management’s
impairment testing of goodwill at 31 August 2024
included the following:
●
We gained an understanding of the business
processes and controls applied by management in
performing the impairment tests;
●
We obtained and evaluated management’s
assessment of the change in CGUs;
●
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;
●
For the material impairment tests we assessed the
the key assumptions made by management in the
VIU models by performing the following
procedures:
−
Obtained an understanding of how
management prepared its forecasts and the
associated review and approval process;
−
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 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 with management and
other supporting information;
−
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 were reasonable.
●
We obtained and evaluated management’s
assessment of impairment indicators at year end;
and
●
We assessed the adequacy of disclosures in the
financial statements.
Our audit approach
Overview
Overall group materiality: $1.5 million, which represents
approximately 1% of total revenue.
We chose total revenue 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 one key audit matter, being:
●
Impairment testing of goodwill
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in the
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 the 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. Other than the Group Climate Statement which we will receive at a later date,
we have received all the other information expected to be included in the Annual Report.
Our opinion on the financial statements does not cover the other information and we do not and will
not express any form of audit opinion or assurance conclusion thereon.
126
Independent auditor's report • 127
Directory
Directors
Susan Peterson • Chair
Claudia Batten
Murray Holdaway
James Miller
Cris Nicolli
Kirk Senior
Registered office
Shed 12, City Works Depot
90 Wellesley St West
Auckland 1010
New Zealand
Phone +64 9 984 4570
Nature of business
Company number
ARBN
Provision of management solutions for the film industry
1353402
600 417 203
Auditor
PricewaterhouseCoopers
Level 27, PwC Tower
15 Customs Street West
Auckland 1010
Solicitors
New Zealand
Chapman Tripp
Level 34, PwC Tower
15 Customs Street West
Auckland 1010
Hudson Gavin Martin
Level 16
45 Queen Street
Auckland 1010
Harmos Horton Lusk
Vero Centre, Level 33
48 Shortland Street
Auckland 1010
Share registry
New Zealand
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Australia
MUFG Pension & Market Services
Level 12, 680 George St
Sydney
NSW 2000
Bankers
New Zealand
ASB Bank Limited
ASB North Wharf
12 Jellicoe St
Auckland 1010
HSBC
188 Quay St
Auckland 1010
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.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
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/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report, or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Troy Florence.
For an on behalf of
PricewaterhouseCoopers
Auckland
27 February 2025
PwC
128
Directory • 129
Glossary of terms
ARC
The Audit and Risk Committee of Vista Group.
ARR
Annualised Recurring Revenue, which is a KPI calculated as trailing three month Recurring Revenue
multiplied by four.
ASM
The Annual Shareholders' Meeting.
ASX
Australian Securities Exchange, which is the stock exchange Vista Group is dual listed as an ASX
Foreign Exempt Listing.
Board
The Board of Directors of Vista Group.
CAGR
Compound Annual Growth Rate.
CGU
Cash Generating Unit.
Client
End users of Vista Group's solutions and services.
cNPS
Client Net Promoter Score, a client loyalty and satisfaction measurement.
CODM
The Chief Operating Decision Maker, which is Vista Group's CEO.
CSN
Common Shareholder Number.
Directors
The Directors of Vista Group International Limited whose names are set out on page 53.
Distributor
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.
Domestic Box
Office
The gross box office revenue from North America (United States and Canada).
EBITDA
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.
ECL
Expected Credit Loss.
eNPS
Employee Net Promoter Score, an employee loyalty and satisfaction measurement.
Enterprise
Cinema
A cinema exhibitor company with 20+ screens.
EPS
Earnings per share.
Exhibitor
A cinema exhibitor company.
Exhibition
The public screening of a movie or a film's release in cinemas.
FCF
Free Cash Flow is a non-GAAP measure and is calculated using the net movement in cash held, less
cash applied to business acquisitions / earn-outs, movements in borrowings, and 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.
FVLCD
Fair Value Less Costs to Dispose.
GHG
Greenhouse gases.
GSLT
The Global Senior Leadership Team of Vista Group, comprising the executives that report directly to
Vista Group's CEO.
GTV
Gross Transaction Value.
IAS
International Accounting Standards.
IFRS
International Financial Reporting Standards.
IPO
Initial Public Offering of Vista Group International Limited's shares in 2014.
LTGR
Long-Term Growth Rate.
LTI
Long-Term Incentive.
Lumos
Vista Cloud's suite of digital sales channels.
Moviegoer
A person who goes to the cinema.
Non-GAAP
Financial information that does not have a standardised meaning prescribed by NZ GAAP.
NRC
Nominations and Remuneration Committee.
NZ CS
Aotearoa New Zealand Climate Standards.
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
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.
PwC
Vista Group's auditor, PricewaterhouseCoopers.
RDTI
Research & Development Tax Incentive.
Recurring
Revenue
The portion of revenues that are expected to give rise to recurring cash receipts that will continue
until the service is cancelled. Unlike non-recurring revenues, these revenues are predictable, stable
and can be expected to occur at regular intervals going forward with a relatively high degree of
certainty.
SaaS
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.
SOC 2 Type 1
The Service Organisation Control Type 1, which is a cybersecurity compliance framework.
STI
Short-term incentive.
Studio
A major entertainment company that makes films.
Theatrical
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
Value in Use.
WACC
Weighted Average Cost of Capital.
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.
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Glossary • 131
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