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NZME Limited Annual Report

Annual Report30 March 2017NZMCommunication Services

31 March 2017



Dear Shareholder


NZME LIMITED ANNUAL REPORT


The NZME Limited Annual Report for the period ended 31 December 2016 is now available on our website at

http://www.nzme.co.nz/investor-relations/financial-reports/.

The Board has elected not to prepare a Concise Report for the year ended 31 December 2016. NZME’s Half Year Report for

the six months ending 30 June 2017 will be available by September 2017.

You have the right to receive, upon request and free of charge, a copy of the Annual Report and the Half Year Report. If you

wish to receive a printed copy, you can request your printed copy by visiting the Link Market Services Investor Centre at

https://investorcentre.linkmarketservices.co.nz and updating your communication preferences by 26 April 2017. You will

require your CSN/Holder Number and Authorisation Code (FIN) to obtain access to your holding information. Alternatively,

please complete the section below and return this form to our registry, Link Market Services by 26 April 2017.

I would like to receive a printed copy of the Annual Report for 2016.

Please mark this box with a “√” if you wish to receive a printed copy


Email Communications

If you do not currently receive your NZME Limited investor communications electronically, we would like to take this

opportunity to encourage you to elect to do so by providing your email address details online or by completing the section

below. Electronic communications are quick, cost effective and environmentally friendly.


I wish to receive all my shareholder communications via email where possible to the following email address:


_____________________________________________________________________________________________________


Please return this form to our share registry, Link Market Services by:


 Mail in the reply-paid envelope provided

 Fax to 09 375 5990

 Scanning and emailing it to operations@linkmarketservices.co.nz

(Please use “NZME Annual Report” as the subject line for easy identification)

If you have any further questions please do not hesitate to contact our share registry on 09 375 5998 or email

enquiries@linkmarketservices.co.nz.


Yours sincerely



Michael Boggs

CEO

NZME Limited

---

1
ANNUAL REPORT

NZME LIMITED

For the year ended 31 December 2016

3
Contents

FY16 Results Summary 4

Chairman's Letter – Firm Foundations 6

Audiences Captured 8

CEO's Letter – Business

Transformation Continues 10

NZME at the Centre of

What New Zealanders Want 12

New Initiatives & Development 13

CFO's Letter – Performance You Can Count On 14

Our People 18

Our Communities & the Environment 21

The NZME Board 23

The NZME Executive Team 24

Corporate Governance 26

Statutory Information 30

Proposed NZME / Fairfax NZ Merger 37

Non-GAAP Measures Explained 38

Consolidated Financial Statements 45

Independent Auditor's Report 100

Directory 106

This annual report is dated 31 March 2017

and is signed on behalf of the Board of Directors by:

Sir John Anderson

Director

Carol Campbell

Director

2

STATUTORY NPAT
$ 74 .5 m

▲ 74%

FY15 $42.9

TRADING REVENUE

1

$407.4m

▼ 6%

FY15 $433.0m

TRADING EBITDA1

$71.9m


0%

FY15 $71.8m

2

PRO FORMA EPS1

14.2cps

PRO FORMA NPAT

1

$27.8m


1%


FY15 $27.5m

FINAL DIVIDEND FULLY IMPUTED

6.0

cps

3

SCHEDULED FOR PAYMENT ON 28 APRIL 2017

FULL-YEAR DIVIDENDS 9.5cps

5

FY16

Results

Summary

4

(1) Trading Revenue, Trading EBITDA, Pro forma NPAT and Pro forma EPS are non-GAAP

measures that are explained and reconciled on pages 38-43 (2) The FY15 NZME

segment result in the APN FY15 financial statements was $74.9m, this has been

adjusted for $3.1m of standalone costs incurred in H2 16 to provide a like-for-like

comparison. (3) A supplementary dividend of 1.06 cents per share will be

payable to shareholders who are not tax resident in New Zealand and who

hold less than 10% of the shares in NZME Limited.

67
“Our focus has enabled

your company to better

the market”

Sir John Anderson

Chairman

highly experienced, dedicated and

talented management and staff,

ably led by CEO Michael Boggs who

joined NZME in March 2015 and

was appointed as CEO in April 2016.

They continue to create and deliver

premium innovative content and

experiences to New Zealanders.

After working in a senior finance

capacity with NZME in FY16, we were

very pleased to see Mike Moran

appointed as Chief Financial Officer

in February 2017. Previously a Partner

at Deloitte, Mike has more than 15

years of international experience in

assurance and advisory.

The Board would like to thank our

employees, who in the last 12 months

have worked extremely hard to

complete the demerger from APN,

a complex business integration, and

our listing on the stock exchange.

These processes have been achieved

whilst continuing to build and excite

our audience in order to grow the

business and deliver solid financial

performance and returns

for shareholders.

With exceptional content and

distribution capability, we are

uniquely positioned to take

advantage of many opportunities

for realising the shareholder value

we see in this exciting and dynamic

industry.

Firm Foundations

I

n our first full-year result since

the listing of NZME on 27 June

2016, I am pleased to report

the company generated stable

earnings from its integrated media

and entertainment business, despite

the challenges faced in advertising

markets. This result has enabled the

Board to declare a fully-imputed final

dividend of 6.0 cents per share to be

paid in April, making 9.5 cents per

share in dividends for the full year.

The creation of NZME brought

together major New Zealand

Publishing, Radio and e-Commerce

businesses into a single and unique

multi-platform media company.

NZME is now an audience-centric

business focusing on the pillars of

News, Sport and Entertainment.

We are very proud to be a pure

New Zealand integrated media and

entertainment company, with local

management that understands

our audience of 3.2 million Kiwis

1

.

Bringing Print, Radio and Digital

together under a single roof allows

us to leverage revenue opportunities

from cross-platform advertising and

achieve significant operational and

cost efficiencies.

Following completion of the

integration, we now have a more

efficient and agile business. We aim

to take advantage of exciting new

opportunities to entertain

and connect New Zealanders and

engage audiences for our

advertising customers.

Our focus on business performance,

investment in people and talent, and

delivering efficiencies has enabled

our company to better the market in

Print advertising revenue decline and

Digital advertising revenue growth

2

.

In addition, our total audience grew

5% in FY16

1

.

Given challenging advertising

markets, in which some segments

of advertising declined by more than

15%

2

, we were pleased that we

held Trading

3

EBITDA stable on the

previous year.

While Trading

3

revenue declined

6% for the year, the improvement in

the second half was encouraging,

suggesting our initiatives are

starting to bear fruit. In delivering

stable EBITDA, cost reduction was

important and will continue to be

a focus for NZME and, indeed, the

whole industry.

As we face an increasingly

fragmented media market, the

proposed merger with Fairfax New

Zealand (“Fairfax”) remains a priority.

The transaction if approved will

underwrite the competitiveness of

New Zealand content generation

and delivery. As part of the process

to obtain regulatory approval for the

transaction, we have made extensive

submissions and participated in a

conference with the New Zealand

Commerce Commission (“NZCC”).

The NZCC is due to respond with a

final determination by 2 May 2017.

If the determination is positive we

will seek to complete the transaction

as soon as practicable. We will

consider our options if the merger is

not approved.

NZME’s mission is to be at the centre

of what New Zealanders want by

sharing great stories, entertaining,

engaging and connecting with all

New Zealanders. Our company has

“With exceptional

content and distribution

capability, we are

uniquely positioned”

(1) Nielsen CMI, November fused database: Last twelve months Q4 15 – Q3

16 (population 10 years +). Based on unduplicated weekly reach of NZME

newspapers, radio stations, and monthly domestic unique audience of

NZME’s Digital channels. (2) PwC NPA Quarterly performance comparison

report Q4 2014 – Q4 2016. IAB / PwC New Zealand Q3 2016 Interactive

Advertising Spend Report; Digital excluding search and directories, and

social media (NZ market only). (3) The FY15 and FY16 Statutory Results are

not reflective of the NZME business going forward due to the impact of

the demerger, tax payments, business closures and divestments. Trading

EBITDA and Pro forma NPAT more appropriately reflect the company in its

new structure. Reconciliation between Statutory, Trading and Pro forma

financial measures can be found on pages 38-43.

Jared
Savage

Amanda

Linnell


Managing

Editor

Investigative

Journalist

Our national and local presence allows us to offer

advertisers broad access to their target markets.

NZME REACHES:

68%

of the

South Island

1

84%

of the

North Island

1

87%

of

Auckland

1

On a typical day, by 9am 73%

1

of New Zealanders have

read, watched, listened to, or otherwise engaged with NZME.

(1) Nielsen CMI, November fused database: Q4 15 – Q3 16 (population 10 years +). Based on unduplicated weekly

reach of NZME newspapers, radio stations, and monthly domestic unique audience of NZME’s Digital channels.

Audiences Captured

Liam Dann

NZ Herald Business

Editor at Large

89

11
Business

Transformation

Continues

S

ince joining NZME in March

2015, I have driven the ongoing

business transformation to

become an integrated media and

entertainment business and we have

continued to realise the efficiencies

created by this change. We believe

there is further significant medium

term opportunity to deliver synergies

from this multi-platform approach.

While we will never be comfortable

with a revenue decline we were

pleased to deliver a stable Trading

1


earnings outcome for shareholders

in FY16 given the challenges faced in

advertising markets.

Trading

1

EBITDA, which we think

reflects the company today, was

stable compared to FY15. A 6%

reduction in costs contributed to this

result, primarily driven by business

transformation and integration.

Trading

1

revenue was down 6%, but

with an improved performance in the

second half, reflecting strong growth

in Digital and a slowing rate of decline

in Print and Radio. We performed

better than the industry in several of

our key advertising markets.

My executive team and I have

established a clear strategy for NZME.

We have a framework for growing

our business that focuses strongly

on financial performance but also

fosters innovation.

At the time of our interim results

in August last year, we identified

seven key priorities that we believe

will deliver improved shareholder

value. Already we have made

good progress on these priorities

by growing audience, slowing the

decline in Print revenue, returning

Radio agency revenue to growth,

driving strong Digital revenue growth,

achieving major cost savings,

developing talent and progressing

the proposed merger with Fairfax.

NZME grew audience reach by 5% in

the year across its news, sport and

entertainment brands to 3.2 million

Kiwis

2

. Digital audience growth was

particularly strong at 19%

2

in the

year, driven by successful product

We continue to transform

NZME to lift performance,

grow audience and optimise

our products

by exciting new platforms such as

watchme.co.nz.

Following the success of NZ Herald

Focus (news video show) in our

digital division, NZ On Air has funded

production of our new regional video

service, Local Focus, and our first

long-form documentary video

“Under the Bridge”.

We will also launch a redesigned

nzherald.co.nz website in 2017.

The new site will utilise the highly

regarded Washington Post content

management system and other

publishing tools. This development

will move us from an old-world,

desktop-driven, text-first platform to

a mobile and social-first, multimedia,

agile, future-proof platform.

We have delivered very strong growth

in our social network following, which

brings over 40% of our audience to

our platforms, reinforcing our content

branding. We have also implemented

a data lake, consolidating our

registered user databases across our

platforms, to offer new cross-platform

content and audience leverage to

serve and grow our audience.

NZME aims to be at the centre

of what New Zealanders want by

sharing great stories, entertaining,

engaging, and connecting all New

Zealanders. To achieve this we are

focused on the four medium term

pillars of the business: our audience;

revenue; being agile, and our people.

Looking forward, we aim to improve

shareholder value through further

Michael Boggs

Chief Executive Officer

development and initiatives. In a

typical day, by 9am 73% of Kiwis

have read, watched, listened to, or

otherwise engaged with NZME

2

.

We continue to transform NZME

to lift performance, grow audience

and optimise our products. In Print

we stabilised circulation and grew

readership with strategies such as

the relaunch of the Herald on Sunday

lifestyle magazine, to focus on Travel,

a stronger commercial proposition.

The New Zealand Herald is the

country’s leading newspaper and

our most important Print masthead.

We are focussed on extending its

readership and ensuring it remains

the number one choice for Print

readers and advertisers.

In Radio, improvements in the agency

sales model resulted in a return to

agency revenue growth. Agency

sales are via The Radio Bureau, a joint

venture with Mediaworks, and our

new Direct Agency Sales team, which

has shown considerable growth year

on year.

We continue to focus on direct revenue

growth and launched a new breakfast

show for The Hits in Auckland, with

high profile talent; Sarah Gandy, Sam

Wallace and Toni Street in February

this year. Newstalk ZB has the largest

share of any commercial station in New

Zealand

3

, showcasing New Zealand’s

number one breakfast host, Mike

Hosking. We are looking to replicate

the success of our strongest stations

across the portfolio.

Our fantastic home-grown content

has been very well received and

helped us lift video streams within

NZME’s platforms by 69% in the last

year

4

, which is important as it’s one

of the strongest areas of growth

in Digital advertising. This has

contributed to strong Digital revenue

growth of 24%

1

in the year, largely

driven by mobile and video growth

across nzherald.co.nz, supported

(1) The FY15 and FY16 Statutory Results are not reflective of the NZME business going forward due to the impact of the demerger, tax payments, business

closures and divestments. Trading EBITDA and Pro forma NPAT more appropriately reflect the company in its new structure. Reconciliation between

Statutory, Trading and Pro forma financial measures can be found on pages 38-43. (2) Nielsen CMI, November fused database: Last twelve months Q4

15 – Q3 16 (population 10 years +). Based on unduplicated weekly reach of NZME newspapers, radio stations, and monthly domestic unique audience of

NZME’s digital channels. Note: Most recent data point available is last twelve months to Q3 16. (3) GfK - Radio Trended Network Data, Commercial Major

Markets 2016, Station Share (%), All 10+, Mon-Sun 12mn-12mn. Note: T1 2014 – T2 2015 conducted by previous provider TNS, T1, T2, T3 2016 conducted by

current provider GfK. (4) Brightcove analytics, January 2015 - December 2016.

10

growing audience reach, retaining

revenue in print and ensuring radio

returns growth. We want to grow new

revenue streams across the company

whilst managing costs and capital well.

Developing our people and talent will

remain fundamental to our success.

We are determined to make further

progress in these areas in the current

year as we see them as key drivers of

shareholder value.

I would like to echo the Chairman’s

comments about the efforts of our

dedicated employees. It has been

a year of enormous change for the

industry and NZME. Management

and staff have responded to this

challenge, implemented our plans

and delivered solid operating

and financial outcomes. This is a

testament to their hard work and

diligence under sometimes testing

circumstances.

I also thank our amazing New

Zealand audiences, our suppliers,

business partners, advertising

customers and shareholders for their

continuing support.

With our unique multi-channel,

integrated media offering combined

with some of New Zealand’s leading

brands and talent, we have an

exciting opportunity ahead of us.

1213
New Initiatives & Development

• Create Me – maximises the integrated, multi-platform sales

proposition, delivering revenue growth via Video, Branded Content,

and Experiential products.

• WatchMe – unique video-on-demand platform showcasing NZ

video content, utilising influential talent.

• NZ Herald Focus – Digital video news show that meets the growing

consumer demand for mobile video content.

• Driven Digital platform – user generated classifieds and auto

listings, consistently hosting over 20,000 listings.

• Herald Homes App – enhances NZME’s real estate Print assets with

direct access to additional Digital content.

• KPEX – joint venture trading desk for Digital advertising, between

four New Zealand media businesses (NZME, Fairfax NZ, Mediaworks

and TVNZ).

• Ratebroker.co.nz – a joint venture mortgage, finance and insurance

aggregator platform enabling consumers to easily purchase these and

other future services directly online.

• RestarantHub.co.nz – a joint venture table management and online

restaurant booking platform.

• Chinese New Zealand Herald – a joint venture which has created a

Chinese language version of nzherald.co.nz.

• Events – NZME ran 25 events in FY16, including the new

Live Well Festival and the PwC Herald Talks series.

• iHeartRadio – new App launched in early 2017 with a registration

wall and enhanced user functionality.

• iHeart concerts – held in FY16 included Broods, Delta Goodrem,

Temper Trap, Cold War Kids, 5th Harmony and Shihad.

• WTV, Humm FM and Radio Wanaka – expanded Radio

via exclusive commercial Radio partnerships.

NZME at the Centre of

What New Zealanders Want

Audience

Audience-centric, content-

driven media business

Revenue

Customer-focussed

revenue business

Agility

A future-focused, innovative

and agile business

People

Home of the best talent

Leverage insights to

maximise audience

targeting and engagement

Enhance regional

content and expand

Digital verticals

Proactively optimise

existing products, e.g.

new Radio breakfast shows

Invest in new

revenue streams

Launch new content

management system and

redesigned nzherald.co.nz

Leverage data to maximise

Digital revenue

Develop our leadership,

talent, Digital, social and

data skill-sets

Simplify and enhance

our sales and customer

relationship systems

INITIATIVES

Listening

To our customers and

providing unique solutions

Simplifying

How our customers engage

with us and each other

Expanding

Our content and delivery to

reach more New Zealanders

Leveraging

Our brands, data capabilities

and integration

Developing

Innovative ways to connect

buyers and sellers

Enabling

The best people with the

right tools

HOW WE’RE

DOING IT

FOCUSED

ON

Sharing great stories, entertaining, engaging and connecting all New Zealanders.

1415
(1) The FY15 and FY16 Statutory Results are not reflective of the NZME business going forward due to the impact of the demerger, tax payments, business

closures and divestments. Trading EBITDA and Pro forma NPAT more appropriately reflect the company in its new structure. Reconciliation between Statutory,

Trading and Pro forma financial measures can be found on pages 38-43. (2) PwC NPA Quarterly performance comparison report Q4 2014 – Q4 2016. (3) IAB /

PwC New Zealand Q3 2016 Interactive Advertising Spend Report; digital excluding search and directories, and social media (NZ market only).

distribution costs, agency

commissions, which are

in-line with the revenue

decline, and marketing.

We continue to explore future cost-

saving opportunities and are currently

implementing a new CRM system,

along with new planning, booking and

scheduling tools, to help us better

understand our customers and better

manage the sales pipeline. This is not

only expected to reduce people and

content costs, but also drive revenue

growth across platforms.

We are also in the process of

improving our Print plant technology,

which will reduce both paper and ink

waste as well as people cost due to

enhanced automation of the printing

process. Further savings are likely due

to the instalment of the Washington

Post software as the time to produce

a piece of content will reduce

significantly, touch less hands, and

be easier to use across our assets

without incurring incremental cost.

Capital expenditure requirements are

relatively low. We spent just under

$15 million in FY16 and we expect to

spend a similar amount in the current

year. This allows us to maintain and

upgrade our systems and invest

in content and some new

business initiatives.

agency sales model were realised.

Direct Radio revenues were

maintained in Auckland, however

some regional markets remain

challenged. Returning total direct

Radio revenue to growth will be a

focus for FY17.

Other Radio revenues, including

iHeartRadio and NZME Events, grew

3% year-on-year to $6.2 million in

FY16. Further growth is expected

in FY17 with the expansion of the

PwC Herald Talks speaking series to

Wellington and Christchurch, and

expanding the Viva Sessions. A new

iHeartRadio app was launched in

Early 2017 with a registration wall,

enhanced user functionality and

improved advertising targeting.

NZME achieved strong Digital

revenue growth of 24% in FY16,

against market growth of 16%

3

,

largely driven by mobile and Video

advertising revenue growth. Total

programmatic revenue grew

65% year-on-year driven by the

performance of KPEX, a joint venture

trading desk for Digital advertising,

between four New Zealand

media businesses (NZME, Fairfax,

Mediaworks and TVNZ).

E-Commerce revenue from GrabOne

decreased 19% in FY16, however the

decline softened in H2 for 2016 due

to continued focus on improving

user experience, and evolving from

a pure "daily deals" site to an

"always-on" model.

Continued focus on cost management

led to a 6% reduction in costs year-

on-year. The transformation and

integration of Publishing, Radio and

e-Commerce was the primary driver of

the reduction in people costs. We also

made important savings in print and

Performance You Can Count On

S

ince joining NZME I have been

focused on providing value

to our shareholders and we

have delivered a stable result for the

company, allowing us to pay a total

dividend of 9.5 cents per share for

the year.

As has been widely described,

the media sector faces significant

headwinds in several advertising

markets, particularly Print advertising,

which represented 30% of our

revenue in FY16. However, other

segments, such as Digital advertising,

are growing strongly.

As the CEO and Chairman have

detailed, NZME’s strategy is to

maintain our traditional sources of

revenue and pursue growth in Digital,

while at the same time managing

costs to maximise efficiency and

support returns.

Maintaining a strong and flexible

balance sheet and effective capital

management underpins our ability to

manage growth and risks and deliver

attractive shareholder returns.

We believe we made significant

progress on this strategy in

FY16. Trading

1

EBITDA was stable

compared to FY15, supported by

strong growth in Digital revenue and

a 6% reduction in costs, primarily

driven by business transformation

and integration.

Group Trading

1

revenue declined

6% in the year, reflecting strong

growth in Digital and a slowing

rate of decline in Print and Radio.

The revenue decline slowed in the

second half of the financial year as

a number of our initiatives began to

take effect. After adjusting for the

impact of divestments and business

closures, Pro forma

1

Group revenue

declined 4%.

Given the significant changes to

our company structure brought

about by the demerger, there

is material divergence between

our statutory reported financial

measures, and those that reflect

NZME as it stands, which we refer

to as our Trading

1

result.

On pages 40-41 you will see the

reconciliation between statutory

GAAP measures and our Trading

1


result. We think the Trading

1

result

more appropriately reflects the

company’s performance. Page 42

shows the reconciliation of Pro

forma

1

results, which is essentially

the Trading

1

result adjusted for

standalone costs yet to be incurred,

and earnings from divested

businesses in FY16.

One of our key priorities has been

to slow the decline in Print revenue

and, in this area, we are having some

success. Trading

1

revenue in Print

declined 9%, however, adjusting for

divestments and business closures,

our Pro forma

1

Print revenue was

down only 6% to $237.7 million.

This represents 59% of Group Pro

forma

1

revenue. Given the reported

15% decline in the print advertising

market

2

, we are encouraged

by this result.

Radio and Experiential contributed

28% of FY16 NZME Trading

1

revenue,

and at $114.8 million was 4% lower

than FY15. Radio agency revenue

returned to growth in the second half

as ongoing benefits of an improved

“We have a prudent

and sustainable

capital structure

that will support

implementation of

our strategy”

Pro forma

1

EPS

was 14.2 cents,

supporting the final

dividend of 6.0 cents to be

paid on 28 April 2017. The 9.5

cents declared for the year is in

line with dividend policy of 60-80%

of Pro forma

1

N PAT.

Net debt as at 31 December 2016

was $95.9 million with an interest

rate of 3.8%. The company has

healthy cash flow, sound liquidity

and undrawn bank facilities of

$48.0 million. We have a prudent

and sustainable capital structure that

will support our business needs and

implementation of our strategy.

Mike Moran

Chief Financial Officer

6AM - 10AM WEEKDAYS
MIKE HOSKING

NZ’S NUMBER ONE

BREAKFAST HOST

1

6AM - 8:30AM WEEKDAYS

Fletch, Vaughan

+ Megan

Stace

& Flynny

3PM – 7PM WEEKDAYS

MATT HEATH

JEREMY WELLS

6AM – 10AM

WEEKDAYS

1716

(1) Gfk Radio Audience Measurement

Total NZ 2/2016 All 10+ Mon-Fri

6am-8.30am, % share

19
role-based targeted wellbeing

programs, fatigue management

and an even bigger year of

Better Me programs.

WELLNESS WEEKS

The Wellness Committee hosted two

wellness weeks: one in April 2016 and

another in October 2016.

A variety of guest speakers shared

simple and achievable personal

strategies that our people could

incorporate into their day-to-day lives

to help improve their financial, mental

and personal health.

We also shared the personal success

stories of NZME people who had

made lifestyle changes that impacted

positively on their own overall health

and fitness.

Outside of Auckland, our network

of wellness representatives helped

establish and personalise Wellness

Week as appropriate for their sites,

including a swim challenge, a walking

bus through a local art exhibition,

blood donations and providing free

healthy snacks throughout the week.

DIVERSITY

At NZME we believe that everyone

should be free to be themselves.

We believe that a diverse workforce

is essential for us to deliver our

strategic objectives. For NZME,

diversity means the competitive

value in the difference of our people

in relation to gender, ethnicity, sexual

orientation, age, disability, religion or

cultural background.

We have a formal diversity policy

that is available to our people and

the public on our website and in

December 2016 we received 72

nominees to join our new Diversity

Committee. We are signed up and in

the certification process for Rainbow

Tick, to be an employer of choice for

people who are LGBTTI (lesbian,

gay, bisexual, transgender, takatāpui

and intersex).

NZME signed up as a Mayor’s

Youth Employment Pledge Partner

in Auckland to encourage youth

employment. We had stands at

JobFest (where over 300 youths

registered for jobs at NZME, over 40

left their CVs, and six participated in

face-to-face interviews) and Festival

of the Future (where we interviewed

over 30 prospective candidates).

The charts below and over the page

demonstrate our demographic

breakdown as at 31 December 2016:

OUR VALUES

Our people live and breathe our values of being "Connected, Curious and Confident". As

an incentive we’ve set in place a dedicated values-based reward and recognition initiative

– the three-tiered Reward Me programme. A "Shout Outs" nominations process allows

staff to acknowledge their colleagues, while each quarter we gather to announce

our "NZME Champions", recognising those who have gone above and beyond in

displaying our values. Finally at the end of the year we crown a select few who

have consistently excelled in demonstrating our values – our "NZME Legends".

Before we act, we seek to understand:

• We engage the right people

• We share ideas

• We listen carefully to our colleagues,

audiences and customers

• Once we’ve made a decision, we all pull

together to get it done

Whether they’re fronting our brands, selling our

advertising products, driving new initiatives, or helping

to run our business, it’s crucial our people share a

common purpose.

We work hard to ensure everyone at NZME understands

and is aligned with our company's strategic goals

(what needs to be achieved) and our values (how these

should be achieved).

HEALTH AND SAFETY

In 2016, we transformed the way we

approached safety and wellbeing

across NZME with the introduction of

our two programmes Safeguard Me

and Better Me.

Our existing paper-based safety

system was replaced with a

comprehensive online tool allowing

people to report safety incidents

digitally regardless of their location.

We conducted a comprehensive risk

analysis across each department,

enabling us to introduce more

effective safety and risk management

practices. As a result we achieved

a 20% decrease in injuries requiring

medical attention.

NZME is proud to celebrate the

achievement of the Tertiary

Level rating under the Accident

Compensation Corporation’s

Workplace Safety Management

Practices Auditing Standards,

meaning our business

operates a continuous

improvement

framework for

workplace health and

safety management.

Additionally Safeguard Me and

associated leadership training was

rolled out, upskilling over 2,000

leaders and employees on recent

changes in Health and Safety

Legislation and the Safeguard Me

reporting system.

We also welcomed Better Me, NZME’s

wellness program focused on giving

our people the tools to maintain a

healthy lifestyle – both inside and

outside of work. Last year Better Me

included a host of New Zealand’s

most inspiring health and wellness

professionals coming in and sharing

their views on how best to maintain

great health and wellbeing.

In 2017 we plan on keeping up the

pace with key initiatives including

Our People

Our senior leaders are tasked with translating

our strategic goals and providing support to

ensure all employees are engaged. As part of

this, our people have set KPIs that are aligned

to the strategic goals and our NZME values of

being Connected, Curious and Confident.

Executive

Male

45%

Male

47%

Male

47%

Female

55%

Female

53%

Female

53%

Senior

Leadership

Te a m

Staff

Gender / Level

Age Group

55+

17%

45-54

21%

35-44

25%

25-34

27%

<25

10%

18

In delivering what we do, we boldly step up,

speak out and give it our best shot:

• We live outside our comfort zone

• We tell it like it is. What we say, we do.

• We keep it simple and get to the point

• We solve any issues at the source

• We persevere to make it happen

Then we dig deeper and ask questions:

• We get to the heart of the matter

• We live and breathe it. We take ownership.

• We try new things and new ways of working

• We see bridges not barriers, and where

necessary challenge the status quo

• We go the extra mile to discover

• And we make it fun

2021
Our People (continued)

Ethnicity

including undeclared

European

45%

Undeclared

43%

Asian

5%

Maori

3%

Other

1%

MELA

1%

Pacific

People 2%

Ethnicity

excluding undeclared

European

79%

Asian

9%

Maori

5%

Other

2%

MELA

2%

Pacific

People 3%

Full Time

70%

Part Time

8%

Casual

18%

Contractor

4%

Contract Type

Length of Service

<1Y1Y-2Y3Y-5Y6Y-10Y11Y-15Y16Y-20Y21Y-30Y30+Y

500

400

300

200

100

0

NZME is proud to be the home of New Zealand’s best

talent. We have several opportunities each year to

celebrate our people and many of our colleagues are

put forward to be recognised for their efforts locally and

internationally – from the Canon Media Awards,

the Radio Awards, PANPA, INMA, Pride in Print, to the

TVNZ Marketing Awards.

In 2016, NZME won the Media Business of the Year

award at the CAANZ Beacons Awards.

We also had a record number of 38 finalists at the Canon

Media Awards, where we took home 20 awards, including

Newspaper of the Year – 30,000-plus (The New Zealand

Herald), Photographer of the Year (Stephen Parker), Best

Editorial Campaign or Project (The Forgotten Millions) and

Best Sports Site (nzherald.co.nz/sport).


In 2016 we also won 21 awards at the NZ Radio Awards,

including Station of the Year (Newstalk ZB), The “Blackie”

Award (Hauraki Breakfast) and Best Community

Campaign (NZBCF Pink Star Walk).

2016 AWARDS

W

e support a safe

community and in 2016

we championed a number

of issues across our network – notably

the #StopTheHate cyberbullying

and #BetterThanThis domestic

violence campaigns.


The New Zealand Herald also

spearheaded a campaign for World

Vision called The Forgotten Millions

which reported the heartbreaking

stories from those affected by the

Syrian crisis, making the humanitarian

catastrophe instantly accessible for all.

NZME supports a number of

charitable organisations both at

a national and local level via its

Marketing Partnerships programme.

Spanning arts, sport, culture, health

& youth sectors, NZME brands

support The Halberg Sports

Awards, the NZ Pride Parade, the

Auckland Rescue Helicopter

and The Starship Foundation.

As part of our commitment to

diversity, we support and sponsor

New Zealand Asian Leaders (“NZAL”)

whose mission is to promote,

educate and build a critical mass

of current and emerging leaders.

We’re also partners in publishing the

Chinese New Zealand Herald.

Our Communities

& the Environment

In support of Te Reo we promoted

Māori Language Week across our

assets, and as part of our Hauraki 50th

anniversary celebrations supported

our team to be trained on proper

Māori pronunciation.

During the year we also supported

other initiatives, such as Shine (fund

raising for education), World Aids Day

and SPCA collections.

Throughout the country, NZME people

are supported and encouraged to

contribute to worthy causes. Our

Print and Production team received

paid volunteer days this year to raise

funds for the Auckland City Mission

and regularly participate in charitable

street collections.

Our talent regularly appear and

participate in a multitude of events

including local fun runs, the SkyCity

Stair Climb, and regional Relay for

Life events which raise money for the

Blood and Leukemia Foundation.

We care about keeping our beautiful

country clean. We’re one of the largest

Print companies in New Zealand and

NZME Print has an Enviro-Mark Gold

certificate which means we are gold

standard at reducing waste, working

efficiently and minimising harm to the

environment and our people.

Green Star is a tool that rates and

communicates the sustainability of

New Zealand’s commercial buildings.

Our new building at NZME Central

has achieved a 5 Green Star Rating

– New Zealand Excellence. NZME

Central also won the “best of the best”

Supreme Award in the prestigious

Property Council New Zealand Rider

Levett Bucknall Property Industry

Awards 2016 .

“We are gold

standard at reducing

waste, working

efficiently and

minimising harm”

23
The NZME Board

22

SIR JOHN ANDERSON

Independent Chairman

Sir John has extensive commercial

experience having held several

senior positions in the New

Zealand banking and finance

industry. Formerly the Chief

Executive Officer of the ANZ

National Bank, Sir John is a director

of T&G Global Limited (Deputy

Chairman). Sir John is a Fellow of

Chartered Accountants Australia

and New Zealand, Fellow of the

Institute of Financial Professionals

New Zealand, Fellow of the

Institute of Directors and a Life

Member of the Australian Institute

of Banking and Finance.

PETER CULLINANE

Independent Director

As the former Chief Operating

Officer of Saatchi & Saatchi

(Worldwide), and its Chief

Executive Officer (New Zealand)

and Chairman (Australasia) for

over eight years prior, Peter

is widely respected in global

advertising and marketing and

has extensive knowledge and

expertise in both Australasian

and global markets. Peter was

appointed to the APN Board in

November 2013. Peter is also the

founder and Chairman of Lewis

Road Creamery Limited. Peter

was previously on the Board of

WPP AUNZ Limited and SKYCITY

Entertainment Group.

CAROL CAMPBELL

Independent Director

Carol is a chartered accountant and

a member of Chartered Accountants

Australia and New Zealand. Carol is

a director of The Business Advisory

Group, a chartered accountancy

practice, where she advises privately

owned businesses. Prior to that, she

was a partner at Ernst & Young for

over 25 years. Carol has extensive

financial experience and a sound

understanding of efficient board

governance. Carol is a director of

NZ Post Limited, Kiwibank Limited,

Kingfish Limited, Marlin Global

Limited, Barramundi Limited, NPT

Limited, T&G Global and a number of

other private companies and is chair

of Ronald McDonald House Charities.

If the proposed merger with Fairfax NZ is approved, two further Board appointments will be made.

The NZME Executive Team
SHAYNE CURRIE

MANAGING EDITOR

Journalist for 25 years, in NZ and New

York, he has overseen major change

and innovation in newsrooms. 2016:

10-week scholarship at Cambridge

University UK, studying audience

patterns in the digital age.

MIKE MORAN

CHIEF FINANCIAL OFFICER

Previously a partner at Deloitte with

over 15 years’ international experience

in assurance and advisory. Initially

joined NZME on an interim basis just

prior to demerger from APN before

joining permanently in February 2017.

MATT WILSON

CHIEF OPERATING

OFFICER (Acting)

Over two decades at NZME with

leadership roles in finance, sales,

circulation, print and operations.

Developed NZME’s distribution

services business.

MICHAEL BOGGS

CHIEF EXECUTIVE OFFICER

Previously held transformational

finance, sales and operational

executive roles in financial services,

telco and consumer goods. Former

CFO of NZME. 2014 CFO of the Year.

LAURA MAXWELL

CHIEF COMMERCIAL OFFICER

Joined NZME in 2013. Previous General

Manager of Yahoo! NZ. Over 20 years

experience in media. Current Chair of the

NZ Interactive Advertising Bureau.

DEAN BUCHANAN

GROUP DIRECTOR

ENTERTAINMENT

Over two decades of experience

in developing world-class content

and talent in New Zealand and

internationally. Previous Managing

Director, NZME Radio.

MICHELLE HAMILTON

GROUP DIRECTOR

CULTURE & PERFORMANCE

Previous General Manager, Culture

at TRN. HR and Employee Brand

Manager at Event Cinemas, and

eight years at SkyCity in various

senior leadership roles.

ALLISON WHITNEY

LEGAL COUNSEL &

COMPANY SECRETARY

Joined NZME in 2013 with over

15 years’ legal experience both

in-house and in private practice,

including six years as in-house

counsel to a London-based

international media group.

SARAH JUDKINS

CHIEF STRATEGY OFFICER

Led the 2015 transformation and

integration of the Publishing, Radio

and Digital businesses into NZME.

20 years’ experience providing

strategic and transformation advice

to a wide range of businesses across

NZ and Asia.

SARAH WOOD

GENERAL MANAGER,

GRABONE

Over 15 years of commercial

experience in media, marketing

and business management. US-based

consultancy experience in brand

and business transformation.

LIZA MCNALLY

CHIEF MARKETING OFFICER

20 years’ marketing and sales

experience in the media industry.

Previously held senior management

roles at News Corp Australia.

2425

2726
Corporate Governance

1. GOVERNANCE

FRAMEWORK


As described in note 6.1 of the

consolidated financial statements,

on 11 May 2016, APN News & Media

Limited (“APN”), the then ultimate

parent entity of the Company

announced a demerger of 100%

of the Group to APN shareholders

(“Demerger”), subject to a majority

shareholder vote held on 16 June

2016. The Demerger was approved

by the requisite majority of APN

Shareholders and all other conditions

precedent to the Demerger were

satisfied or waived. The Demerger

was completed on 29 June 2016.

On 27 June 2016 the Company was

listed on the NZX Main Board and as

a Foreign Exempt Listing on the ASX

(both under the ticker code "NZM").

The ASX Foreign Exempt Listing

category is based on a principle of

substituted compliance recognising

that, for secondary listings, the

primary regulatory role and oversight

rests with the home exchange

and the supervisory regulator in

that jurisdiction. As such, NZME is

required to comply with a limited

set of ASX Listing Rules.

The Company’s corporate

governance framework, as

described in this section, therefore

primarily takes into consideration

contemporary standards in New

Zealand, incorporating the

NZX Corporate Governance

Best Practice Code

(“NZX Code”) and

the New Zealand

Financial

Markets

Authority’s Corporate Governance

in New Zealand Principles and

Guidelines (“FMA Guide”). The

corporate governance framework

and other information as described

herein, reflects the framework that

was implemented following the

demerger from APN.

The Board considers that the

corporate governance practices

it adopted and followed do not

materially differ from those required

by the NZX Code and the FMA Guide.

2. CONSTITUTION



The Company’s constitution

(“Constitution”) is filed on the

Companies Office website (http://

www.companies.govt.nz/co/1181195).

The Constitution specifies that the

maximum number of directors (other

than alternate directors) is eight. As at

31 December 2016, the Company had

3 directors.

The Constitution contains, amongst

other things, the requirements

regarding appointment and rotation

of directors, filling vacancies on

the Board, meetings of the Board

and Board committee proceedings,

and appointing alternate directors.

The Constitution also requires the

Company to comply with the NZX

Listing Rules for so long as it is listed

on the NZX.


3. CHARTERS AND

POLICIES



The following charters and policies

have been adopted by the Company

and are available on the Company’s

website under the Corporate

Governance section (http://www.

nzme.co.nz/corporate-governance/):


• Code of Conduct and Ethics

• Diversity Policy

• Editorial Code of Ethics

• Fraud Policy

• Market Disclosure Policy

• Whistleblower Policy

• Securities Trading Policy

• Audit & Risk Committee Charter

• Governance & Remuneration

Committee Charter

• Risk Management Policy

The Company’s Code of Conduct

and Ethics governs the Company

and its subsidiaries’ commercial

operations and the conduct of

Directors, employees, consultants

and all other people when they

represent the Company and its

subsidiaries, together with the

Company. The current Code of

Conduct and Ethics was adopted

on 27 June 2016 and is available via

the Company’s website. Reporting of

breaches of the Code is encouraged

and steps for doing so are set out in

the Code of Conduct and Ethics and

the Whistleblower Policy.

The Board of the Company has

certain expectations of the Group

in relation to its interactions with

customers, shareholders, employees

and the broader community.

The Code of Conduct and Ethics

comprises certain fundamental

principles and demonstrates the

high standards of conduct

expected of NZME.

Separate policies (as listed above)

applicable to the Company are

also relevant to the conduct of

Company including policies dealing

with securities trading and inside

information, market disclosures,

whistle blowing, diversity, fraud,

editorial ethics and other matters.

4. THE BOARD OF

DIRECTORS

4.1 Role Of The Board

The business and affairs of the

Company is managed under the

direction and supervision of the

Board. The Directors acknowledge

their duty to act in good faith and in

the best interest of the Company. The

Board is therefore responsible to the

shareholders for the performance of

the Company, including determining

the Company’s objectives and

the strategies to achieve those

objectives. The Board meets at

regular intervals, and as otherwise

required, to ensure that the Board

is able to exercise its duties and

perform its functions appropriately.


4.2 Director Independence

& Profile

All of the Company’s directors

are independent directors for the

purposes of the NZX Listing Rules.

The profile for each Director is

available on the Company’s website

(http://www.nzme.co.nz/corporate-

governance/board-members/)

and on page 25 of this Annual

Report. Details regarding Directors’

remuneration is available in section 1

of the Statutory Information section

on page 32 of this report. Also

refer to the Statutory Information

section for further information

regarding the date of appointment

and remuneration of each Director.

The roles of the Chairman and Chief

Executive Officer are exercised by

different persons.

4.3 Nomination & Appointment

Directors are appointed by the

Company’s shareholders, with

rotation and retirement being

determined by the Constitution.

The Board may appoint Directors

to fill casual vacancies. Directors

appointed to fill casual vacancies

are required to retire and stand

for election at the first annual

shareholders meeting after their

appointment. The Governance

& Remuneration Committee

recommends to the Board

potential candidates for

appointment as Directors.

4.4 Induction & Access To

Information & Advice

New Directors are provided with

information about the Company,

its operations and the environment

and markets in which it operates in a

personalised induction to meet the

particular needs of each individual

Director. All Directors have access

to the advice and assistance of

the Company Secretary on the

Board’s affairs and governance

matters. In addition, all Directors may

access such information and seek

independent advice as they consider

necessary to fulfil their duties and

responsibilities.

4.5 Skills & Experience

The Governance & Remuneration

Committee reviews, and makes

recommendations to the Board

regarding, the composition of the

Board on an ongoing basis to ensure

that it is comprised of members

who provide the required breadth

and depth of experience and

knowledge to achieve the objectives

of the Board. It also considers and

recommends to the Board the

appointment of additional Directors

to provide the expertise to achieve

the strategic and economic goals of

the Company.

4.6 Directors & Officers Insurance

In accordance with Section 162 of

the Companies Act 1993 and the

Company’s Constitution, NZME has

indemnified and arranged insurance

for all Directors and executive

officers to the extent permitted

by law for liabilities arising out of

the performance of their normal

duties as Directors and officers. The

total amount of insurance contract

premiums was $149,000.

2829
BoardOfficers

A

As atMaleFemaleMaleFemale

31 Dec 20162156

31 Dec 2015 20BB

independent review of the Group’s

risk management framework,

including:

• Review and approval of the risk

management policy;

• Receiving and considering reports

on risk management;

• Assessing the effectiveness of the

Group’s responses to risk; and

• Providing the Board with regular

reports on risk management.

The Group has a formal Risk

Management Policy and is

committed to the consistent,

proactive and effective monitoring

and management of risk throughout

the organisation, in accordance

with best practice and the NZME

Risk Management Framework and

Guidelines.

The Board is ultimately responsible

for the effectiveness, oversight

and implementation of the Group’s

approach to risk management.

The Audit & Risk Committee is

responsible for the oversight and

independent review of the NZME

Risk Management Framework and

Guidelines, and assisting the Board to

discharge its oversight responsibility

for risk management.


The Chief Executive Officer (“CEO”)

is responsible for:

• The management of strategic,

operational and financial risks of

the Group;

• Continually monitoring the Group’s

progress against financial and

operational performance targets;

• The day-to-day identification,

assessment and management of

risks applicable to the Group;

• Implementation of risk management

controls, processes and policies

and procedures appropriate

for the Group;

• Driving a culture of risk

management throughout

the Group.


The NZME Risk Committee acts as a

governance forum to assist the NZME

CEO and the Group Executive in

fulfilling their corporate governance

responsibilities. This Committee

provides assurance that the following

aspects are managed appropriately:

•  Strategic and Operational Risk

Management;

•  Work, Health and Safety matters;

• Legal, regulatory and policy

compliance;

• Technology and Security matters;

• Business Continuity Planning.


During the year the Group had a Risk

& Compliance Manager that was

responsible for providing guidance

where required and developing tools,

templates and policies that facilitate

the identification, management and

reporting of risk and support the

overall Risk Management Framework

and Guidelines. Subsequently the

Group appointed a Head of Risk,

Compliance and Financial Reporting.


The Group is an integrated media

and entertainment company and

is subject to diverse types of risk

including, but not limited to legal

and regulatory compliance, financial

and market, government policy

and political, reputation and

brand, operational risks and

trading conditions.


The Group recognises that in order

to achieve its strategic objectives it

must be willing to take and accept

informed risks. Risks relating to

innovation, attracting and retaining

talent, and content to drive

audiences and address the needs of

advertisers are encouraged within

defined parameters. However in

doing so, it is not acceptable to trade

off financial or strategic returns by

compromising compliance with the

law, the safety of our people, or our

reputation as a responsible corporate

citizen and provider of news, sport

and entertainment. When setting the

appetite for taking and accepting

risk, the Group also considers the risk

posed by inaction in what is a fast-

paced and disrupted market.

The Group’s approach to risk

management is assessed at

least annually by the Audit & Risk

Committee of the Board in order to

make a recommendation to the full

Board on the appropriateness of

NZME’s Risk Management Framework

and Guidelines. The NZME Risk &

Compliance Manager (and going

forward reports to the Head of Risk,

Compliance and Financial Reporting)

reports to the NZME Risk Committee

and Audit & Risk Committee on

progress of the implementation of

the Risk Management Framework

and Guidelines.

5.2 Governance &

Remuneration Committee

The Governance & Remuneration

Committee ensures that remuneration

policies and practices are consistent

with the strategic goals of the Group

and are relevant to the achievement

of those goals. The Committee also

reviews the remuneration of the

CEO and remuneration packages

of executives reporting directly

to the CEO.


The Governance & Remuneration

Committee also makes

recommendations to the full Board

regarding the composition of the

Board, filling of vacancies, appointing

additional Directors to the Board,

and to review and adopt corporate

governance policies and practices

which reflect contemporary standards

in New Zealand, incorporating

principles and guidelines issued by

the Financial Markets Authority and

the NZX. For further information, also

refer to the Committee’s charter filed

on the Company’s website.

For the year ended 31 December

2016, all the Directors were members

of the Governance & Remuneration

Committee and it was chaired by

Peter Cullinane.

6. REPORTING,

DISCLOSURE AND

SECURITIES TRADING

The Board has policies and procedures

in place to keep investors and staff

informed of material information

about the Company and to ensure

compliance with the continuous

disclosure obligations under the

Financial Markets Conduct Act

2013 and the NZX Listing Rules.

The Board also has a Securities

Trading Policy setting out the details

of the Company’s trading policy

and guidelines and containing

certain restrictions on dealing in the

Company’s quoted financial products.

The requirements imposed by the

policy are separate from, and in

addition to, the legal prohibitions in the

Financial Markets Conduct Act 2013 on

insider trading.

7. DIVERSITY

The Group believes that a diverse

workforce is essential for it to be able

to deliver its strategic objectives and

continue to meet its responsibilities

to its customers, its employees, the

communities in which it works,

and its shareholders.


For the Group, diversity means

the competitive value in the

differences of its people in relation

to gender, race, ethnicity, sexual

orientation, age, disability, religion

or cultural background.

The Group’s full Diversity Policy is

available on it’s website. It is the Board’s

view that the Group is currently

operating in accordance with, and

applying the principles of, the policy.


The table below includes the

quantitative breakdown as to the

gender composition of NZME’s

Board and Officers

A

.

(A) The term ‘Officer’ is defined in the NZX Listing Rules as a person, however designated, who

is concerned or takes part in the management of the Issuer’s business, but excludes (i) a person

who does not report directly to the Board or (ii) a person who does not report directly to a person

who reports to the Board. NZME has interpreted this to mean the Chief Executive and any person

reporting to the Chief Executive or the Board directly. The numbers above therefore include the

CEO and other members of the Group Executive Team. (B) Prior to the Demerger from APN and

the listing of the Company (see note 6.1 of the Consolidated Financial Statements) the Company

was a subsidiary of the APN group with reporting lines to executives at the APN level. Given the

significance of the Internal Restructuring prior to the Demerger and that individuals currently

classified as Officers reported to other group entities rather than the Board, no comparative

information has been provided for Officers as at 31 December 2015.

Corporate Governance (continued)

5. BOARD COMMITTEES


The Board has two standing

Committees, the Audit & Risk

Committee and the Governance &

Remuneration Committee, to assist in

carrying out its responsibilities. Both

Committees operate under Board

approved charters. The Board may

establish other committees from time

to time to deal with specific projects

or matters relating to the Company’s

various activities.

5.1 Audit & Risk Committee

The Committee consist of at least

three non-executive directors, with

the majority being also independent

directors (one of whom must

have an accounting and financial

background). The functions of the

Committee are to:

• Review, consider and if necessary,

investigate any reports or findings

arising from any audit function

either internally or externally;

• Evaluate financial information

submitted to it, along with relevant

policies and procedures; and

• Assess the effectiveness of risk

management throughout

the Group.

The Committee is also responsible

for communicating and engaging

with the external auditors and

for oversight and review of the

risk management framework. For

further information, also refer to the

Committee’s charter filed on the

Company’s website.

For the year ended 31 December

2016, all the Directors were members

of the Audit & Risk Committee and it

was chaired by Carol Campbell.


5.1.1 Risk management

The Audit & Risk Committee is

responsible for the oversight and

If the proposed merger with Fairfax NZ is approved, two further Board

appointments will be made.

3031
Statutory Information

1. DIRECTORS’ REMUNERATION


Directors are remunerated in the form of directors’ fees as set out in the table below. As set out in the Explanatory

Memorandum for the Demerger of NZME by APN, the fees for Independent Directors are fixed as a total pool of

$900,000 per annum. The fees paid to each Director depends on the duties of the Director, including committee work.

Current fees per annum are as follow:

2. DIRECTORS’ INTEREST IN NZME SHARES

Ordinary shares held by Directors and parties associated with them are as follows:

Prior to the Demerger, Michael Boggs (now CEO) and Ciaran Davis (APN CEO) were directors of NZME Limited. They

resigned as directors on 24 June 2016. Ciaran Davis was remunerated by APN and did not receive any remuneration for

his services as a director of the Company. Michael Boggs did not receive remuneration for his services as a director of

NZME Limited, but received the following remuneration as an employee during the year:

All of the above mentioned shares were issued when the Company listed on 27 June 2016.

FEES ($)

Chairman of the NZME Board

150,000

Membership of the NZME Board

100,000

Chair of NZME Board Committees

20,000

Membership of NZME Board Committees

10,000

31 DEC 2016

NUMBER

Sir John Anderson

114,286

Carol Campbell

50,000

Peter Cullinane

68,286

Fees paid for the year ended 31 December 2016 (in $)

DATE

APPOINTED

A

CHAIRMAN

OF THE

BOARD

BOARD

MEMBER

COMMITTEE

CHAIR

COMMITTEE

MEMBER

TOTAL

B

Sir John Anderson

C

24 June 201675,000-10,000

85,000

Carol Campbell

D

24 June 2016-50,00010,0005,000

65,000

Peter Cullinane

E

24 June 2016-50,00010,0005,000

65,000

Total fees paid215,000

(A) Refer to Note 6.1 of the consolidated financial statements for further information regarding the Demerger of NZME from APN. Prior to the Demerger,

the Company was a wholly owned subsidiary of APN and no director received any remuneration from the Company for services as a director. (B) In

addition to the fees noted in the table above, Directors are also entitled to be reimbursed for all reasonable travel, accommodation, and other costs

incurred by them in connection with their attendance at NZME Board or shareholder meetings or otherwise in connection with NZME business. The fees

above exclude any such reimbursements. (C) Sir John Anderson is the Chairman of the NZME Board and a member of the Audit & Risk and Governance &

Remuneration Committees. (D) Carol Campbell is a member of the NZME Board, Chair of the Audit & Risk Committee and a member of the Governance

& Remuneration Committee. (E) Peter Cullinane is a member of the NZME Board, Chair of the Governance & Remuneration Committee and a member of

the Audit & Risk Committee.

(A) Salary includes normal basic salary and paid leave. (B) Bonus payments are those paid during the current accounting period and excludes any bonus

accrual not yet paid. (C) Benefits relate to company contributions for KiwiSaver.

SALARY

A

BONUS

B

BENEFITS

C

TOTAL

Michael Boggs701,488138,42525,197

865,111

DIRECTORCOMPANYPOSITION

Sir John Anderson

NPT Limited

Chairman

(resigned effective 17 March 2017)

Steel & Tube Holdings Limited

Chairman

(resigned effective 31 March 2017)

T&G Global LimitedDeputy Chairman

Commonwealth Bank of Australia

Director

(resigned effective 11 November 2016)

Peter Cullinane

APN News & Media Limited

Independent Director and Chairman

of the Remuneration Committee

Lewis Road CreameryChairman and Owner

WPP AUNZ Limited

Director

(resigned effective 16 December 2016)

Carol Campbell

The Business Advisory Group LtdDirector and Owner

NZ Post LimitedDirector

Kiwibank LimitedDirector

Kingfish LimitedDirector

Marlin Global LimitedDirector

Barramundi LimitedDirector

NPT LimitedDirector

T&G Global LimitedDirector

Ronald McDonald House CharitiesChair

3. INTERESTS REGISTER


The general disclosures of interests made by Directors of Company during the accounting period, pursuant to section

140(2) of the Companies Act 1993, are shown below.

The Interests Registers also includes, pursuant to section 140(1) of the Companies Act 1993, an entry for each director

regarding the approval of the directors’ remuneration at the 27 June 2016 Board meeting. It also contains an entry for Sir John

Anderson declaring an interest in the banking facility agreement between NZME Ltd and Commonwealth Bank of Australia

and ASB Bank Limited. Sir John was at the time a director of Commonwealth Bank of Australia and abstained from voting on

this matter.

Michael Boggs held 50,000 shares in the Company as 31 December 2016.

3233
Statutory Information (continued)

4. DIRECTORS OF SUBSIDIARY COMPANIES


As at 31 December 2016, Michael Boggs (CEO) and Sarah Judkins (Chief Strategy Officer) were directors of the

wholly owned subsidiaries listed in Note 6.3 of the consolidated financial statements, other than NZME Australia Pty

Limited. Michael Boggs (CEO) and Mark O’Sullivan (a professional director resident in Australia) were directors of

NZME Australia Pty Limited as at 31 December 2016. Sarah Judkins was also a director of Chinese New Zealand Herald

Limited, Restaurant Hub Limited, Eveve New Zealand Limited and Ratebroker Limited and a trustee of the Auckland

Arts Festival. Michael Boggs is also a trustee of the Herald Foundation. Other than Mark O’Sullivan who received

$4,693 for his services as a director of NZME Australia Pty Limited, they did not receive any fees or other benefit for

their services as directors to any of these companies. Michael Boggs and Sarah Judkins receive remuneration as

employees of the Company which are not related to their duties as directors of these companies. Ciaran Davis was

a director of the wholly owned subsidiaries listed in note 6.3 of the financial statements (other than NZME Finance

Limited) and ceased to hold office as a director of these companies on 24 June 2016. Jeffrey Howard was a director of

NZME Finance Limited and ceased to hold office on 24 June 2016.


5. SHAREHOLDER INFORMATION


5.1 Substantial shareholders


The following information is given pursuant to Sub-Part 5 of Part 5 of the Financial Markets Conduct Act 2013.

According to notices given to the Company, the substantial security holders in the Company are note below:

DATE OF

SUBSTANTIAL

SECURITY NOTICE

NUMBER OF

SHARES HELD

% OF SHARES

HELD

Morgan Stanley & Co International Plc14/11/1611,770,521 6.01

Forager Funds Management Pty Ltd14/11/1613,460,256 6.87

Allan Gray Australia Pty Ltd26/10/1623,395,418 11.94

UBS Group AG26/10/1610,160,574 5.18

Perpetual Limited and subsidiaries25/10/1619,088,528 9.74

Westpac Banking Corporation12/10/1611,024,388 5.62

The total number of ordinary shares issued by the Company as at 31 December 2016 was 196,011,282. The Company

did not have any other quoted voting products.

5.2 Top 20 shareholders

As at 28 February 2017

NUMBER OF

SHARES HELD

% OF SHARES

HELD

New Zealand Central Securities Depository Limited30,856,6331 5.74

J P Morgan Nominees Australia Limited28,059,43914.32

National Nominees Limited24,906,43512.71

HSBC Custody Nominees (Australia) Limited24,181,65912.34

Citicorp Nominees Pty Limited20,379,64210.4

UBS Nominees Pty Ltd10,516,9755.37

RBC Investor Services Australia Nominees Pty Ltd7,792,7453.98

Bnp Paribas Nominees Pty Ltd5,663,1112.89

Bond Street Custodians Limited2,769,4051.41

UBS Nominees Pty Ltd2,695,9361.38

HSBC Custody Nominees (Australia) Limited A/C 22,676,1411.37

Citicorp Nominees Pty Limited2,592,2431.32

Forsyth Barr Limited2,065,7061.05

Abn Amro Clearing Sydney Nominees Pty Ltd1,519,2310.78

Pax Pasha Pty Ltd1,411,8800.72

Aust Executor Trustees Ltd1,059,6340.54

Bnp Paribas Noms Pty Ltd715,0120.36

Richard Ewan Bromley Mews & Wee Khoon Mews554,0250.28

Warbont Nominees Pty Ltd448,7460.23

Leveraged Equities Finance Limited435,0000.22

5.3 Spread of quoted security holders

RANGE OF SECURITIES HELDNUMBER OF

INVESTORS

% OF TOTAL

INVESTORS

SHARES

HELD

% OF SHARES

ISSUED

1 to 1,0003,99467.0 91,118,6590.57

1,001 to 5,0001,23520.752,842,3341.45

5,001 to 10,0002914.892,159,0221.10

10,001 to 100,0003756.3011,189,9755.71

Above 100,000580.97178,701,29291.17

Total

5,953100196,011,282100

As at 31 December 2016

As at 28 February 2017

3435
Statutory Information (continued)

REMUNERATION AMOUNTEMPLOYEESREMUNERATION AMOUNTEMPLOYEES

$100,000 - $110,00090$290,001 - $300,0003

$110,001 - $120,00068$300,001 - $310,0002

$120,001 - $130,00063$310,001 - $320,0005

$130,001 - $140,00034$320,001 - $330,0004

$140,001 - $150,00022$330,001 - $340,0001

$150,001 - $160,00022$340,001 - $350,0002

$160,001 - $170,00020$370,001 - $380,0001

$170,001 - $180,00010$380,001 - $390,0002

$180,001 - $190,0005$390,001 - $400,0001

$190,001 - $200,00012$410,001 - $420,0001

$200,001 - $210,0008$430,001 - $440,0002

$210,001 - $220,0008$450,001 - $460,0001

$220,001 - $230,00013$480,001 - $490,0001

$230,001 - $240,0002$510,001 - $520,0002

$240,001 - $250,0004$530,001 - $540,0001

$250,001 - $260,0003$600,001 - $610,0001

$260,001 - $270,0006$860,001 - $870,0001

$270,001 - $280,0001$1,020,001 - $1,030,0001

$280,001 - $290,0003

Total number of employees that were paid remuneration of $100,000+426

6. EMPLOYEE REMUNERATION


The Group paid remuneration including benefits in excess of $100,000 to employees (other than directors) during the

year ended 31 December 2016. The salary banding for these employees are disclosed in the following table (bands with

zero number of employees have been excluded):

The remuneration above include all remuneration paid to permanent employees, including fixed remuneration,

employer KiwiSaver contributions, medical aid contributions, bonuses, commission, settlements and redundancies.


7. OTHER INFORMATION

7.1 Waivers from the NZX

The Company did not receive any waivers from any of the NZX Listing Rules during the year.


7.2 Donations

In accordance with section 211(1)(h) of the Companies Act 1993, NZME notes that the Group made donations

of $5,047 during the year ended 31 December 2016.


7.3 Credit rating

As at the date of this Annual Report, NZME did not have a credit rating.


7.4 Exercise of NZX disciplinary powers

For the year ended 31 December 2016, the NZX did not exercise any of its disciplinary powers under Rule 5.4.2

of the NZX Listing Rules in relation to the Company.


7.5 Auditors

Refer to note 2.2.4 of the consolidated financial statements for fees paid to the auditors, PricewaterhouseCoopers, for

the year ended 31 December 2016.


The Audit & Risk Committee Charter requires the Committee to assess the following:


• The independence of the auditor;

• The ability of the auditors to provide additional services which may be occasionally required;

• The competency and reputation of the auditors;

• The projected audit fees; and

• Review the appointment, performance and remuneration of external auditors.


The Audit & Risk Committee also monitors and approves any services provided by the auditors other than in their

statutory role and receives confirmation from the auditors as to their independence from the Company. The Audit &

Risk Committee in conjunction with management also monitors and approves any service provided by the auditors

other than in their statutory role. This is undertaken on a service by service basis and assesses whether the service

is permissible under Professional and Ethical Standard 1 ("PES 1") issued by the New Zealand Auditing and Assurance

Standards Board, ensuring that any potential threat to independence is identified and appropriate safeguards to

eliminate the threat or reduce the threat to an acceptable level are established. The Audit & Risk Committee receives

an annual confirmation from the auditor as to their independence from the Group. The auditor is also required to

provide the Audit & Risk Committee with a detailed analysis of fees relating to non-audit services provided during the

year, including a description of potential threats to their independence and the applicable safeguards implemented by

the auditor to either mitigate those threats or reduce them to an acceptable level as required by PES 1. The Audit & Risk

Committee takes the nature of the services provided, the quantum of the fee, the reason for the additional services

and whether the services are likely to be one-off or repetitive in nature into consideration when evaluating

and concluding on auditor independence.


For the year ended 31 December 2016, given the nature of the services provided and based on the Committee’s

continuous monitoring of auditor independence, the Audit & Risk Committee do not believe that the non-audit

services provided by the auditors compromised their objectivity and independence.


7.6 Direct director appointments under the Company Constitution

Rule 3.3.8 of the NZX Listing Rules allow a company to include in its Constitution a right for a product holder to appoint

a director to the Board under certain circumstances. As at 31 December 2016, none of the Directors were appointed

pursuant to Rule 3.3.8.

37
Proposed NZME /

Fairfax NZ Merger

PROCESS UPDATE

• The merger remains subject to regulatory

and shareholder approval.

• The New Zealand Commerce Commission (“NZCC”)

released a draft determination in November 2016. Its

preliminary view was to decline the application.

• A public hearing was held in December 2016 where

interested parties, including NZME and Fairfax NZ,

presented their arguments for or against the

merger to the NZCC.

• We subsequently announced that NZME and Fairfax NZ

Limited have received, and agreed to, requests from

the NZCC to extend the target date for the NZCC's

final decision on the proposed merger. The final

determination is now expected to be made by

2 May 2017.

NEXT STEPS

• In the event that the merger is approved by the NZCC

in May, NZME will seek to complete the transaction as

soon as practicable.

• In the event that the merger is declined by the NZCC,

the parties will consider their next steps (a decision by

the NZCC to not approve the merger can

be appealed).

(1) The final consideration is subject to pre and post merger completion adjustments as disclosed in the NZME market announcement dated 7 September 2016.

Cash consideration

$55.0m

Shares issued to Fairfax NZ

136.2m

Total shares on issue post Merger

332.2m

Fairfax NZ shareholding post Merger

41%

MERGER CONSIDERATION

1

36

3839
Non-GAAP Measures Explained

REVENUE RECONCILIATION

Print Revenue

The Statutory Result, including the segment note, as reported in the Consolidated Financial Statements for the year

ended 31 December 2016 is not reflective of the NZME business going forward, due to the impact of the demerger, tax

payments, and the inclusion of the previous ownership interest in the Australian Radio Network. In order to show what

the result would look like for NZME on a standalone basis, we have presented a number of non-GAAP measures which

are further explained and reconciled to the GAAP figures in this supplementary information. This presentation should

be read in conjunction with NZME’s Consolidated Financial Statements.

As disclosed in Note 2.4 of the Consolidated Financial Statements, the Group has one reportable segment, but

discloses revenue for three channels. The commentary included in this annual report discusses certain components

of revenue in further detail and also includes references to Trading Revenue and Pro-Forma Revenue. These items are

explained and reconciled to Revenue as disclosed in Note 2.4 below:

NZME PRINT REVENUE ($M)

FY16

FY15% CHANGE

Advertising Revenue

132.7

147.8(10%)

Circulation Revenue

8 6 .1

87.0(1%)

Other Revenue

18.9

18.81%

Total Pro forma Revenue

1

2 3 7.7

253.5(6%)

Magazines Revenue

2

-

5.9(100%)

Revenue from Divestments

3

2.6

5.4(51%)

Total Trading Revenue

1

240.4

264.8(9%)

Acquired & Non-Trading items

4

(1.2)

(2.8)(57%)

Print Revenue per Financial Statements

5

239.1

262.0(9%)

(1) Pro forma and Trading Revenue are non-GAAP measures that are reconciled in the table above. (2) Relates to the unprofitable Pacific Magazines

licensed business closed in September 2015. $5.3m of FY16 revenue was previously classified as circulation, and $0.6m as advertising revenue.

(3) Revenue from divestments relates to revenues received from the Wairarapa Times Age sold in June 2016 (FY16 $2.3m), and Whakatane News

sold in August 2016 (FY16 $0.3m). (4) See reconciliation on pages 40-41. (5) Agrees to Print Revenue in 2.4.2 of the consolidated financial statements.

Radio & Experiential Revenue

Digital & e-Commerce Revenue

NZME RADIO & EXPERIENTIAL REVENUE ($M)

FY16

FY15% CHANGE

Radio & Experiential Revenue

1

1 0 8.7

114.2(5%)

Other Revenue (incl. iHeart and Events)

6.2

6.03%

Total Trading Revenue

2

114.8

120.2(4%)

(1) Radio & Experiential Revenue includes agency, direct and experiential revenue streams. (2) Trading Revenue is a non-GAAP measure that is explained

and reconciled in this section of the Annual Report. There were no adjustments for Radio & Experiential revenue. This is therefore also the Radio &

Experiential revenue as disclosed in note 2.4.2 of the consolidated financial statements.

NZME DIGITAL & E-COMMERCE REVENUE ($M)

FY16

FY15% CHANGE

Digital Revenue38.230.724%

e-Commerce Revenue14.01 7.3(19%)

Total Trading Revenue

1

52.2

48.09%

(1) Trading Revenue is a non-GAAP measure that is explained and reconciled in this section of the Annual Report. There were no

adjustments for Radio and Experiential revenue. This is also the Digital and e-Commerce revenue as disclosed in note 2.4.2 of the

consolidated financial statements.

4041
NZME FY16 TRADING RECONCILIATION TO FINANCIAL STATEMENTS

(1) The NZME Trading Result comprises Trading Revenue, Trading Other Income, Trading Costs, Trading Earnings Before Interest, Tax, Depreciation and

Amortisation (Trading EBITDA) and Trading Earnings Before Interest and Tax (Trading EBIT) which are non-GAAP measures. The NZME Trading Result

for FY16 shows NZME on a standalone basis for the full year by including the Educational Media business for a full year (which is only included for the

second half of the year in the Consolidated Financial Statements as it was acquired as part of the demerger), and excluding exceptional items (separately

disclosed on page 43) and without adjusting for earnings from businesses divested during the year (Wairarapa Times Age and Whakatane News) which

are also included in the Consolidated Financial Statements. (2) Acquired and non-trading items include Revenue of $1.2 million and Costs of $0.8 million

relating to the Educational Media business, which is offset by Masthead Royalty charges of $12.2 million incurred in H1 and other overhead costs previously

paid for by other entities in the Group prior to the demerger. (3) Revenue of $406.1 million agrees to Total revenues from external customers excluding

revenue from shared service centre in Note 2.4.2 of the Consolidated Financial Statements. Other revenue of $4.1 million consists of dividend income,

rental income from sub-leases, revenue from shared service centre, interest income and gain on disposal of properties from the same note.

All other items agree to the Consolidated Income Statement.

$MNZME

TRADING

RESULT

1


NZME

RELATED

EXCEPTIONALS

ACQUIRED &

NON-TRADING

ITEMS

2

FINANCIAL

STATEMENTS

3

Revenue4 07.4-(1.2)406.1

Other Income2.41.30.44.1

Total Revenue & Other Income4 0 9.71.3(0.8)410.2

Costs( 3 37.8 )(13.0)(12.8)(363.6)

EBITDA71.9(11.6)(13.6)46.6

Depreciation and amortisation(23.8)--(23.8)

EBIT4 8 .1(11.6)(13.6)22.8

Net interest expense(9.3)

NPBT13.5

Ta x(64.0)

Profit from

discontinued operations

125.1

Statutory NPAT74 .5

NZME FY15 TRADING RECONCILIATION TO FINANCIAL STATEMENTS

$MNZME TRADING

RESULT

1


NZME RELATED

EXCEPTIONALS

ACQUIRED &

NON-TRADING

ITEMS

2

FINANCIAL

STATEMENTS

3

Revenue433.0-(2.8)430.2

Other Income0.50.40.61.5

Total Revenue & Other Income433.60.4(2.3)4 31.7

Costs(358.6)(15.5)(26.6)(400.7)

Adj. to FY15 for standalone costs(3.1)-3.1-

EBITDA71.8( 1 5.1 )( 2 5.7 )31.0

Depreciation and amortisation(23.7)--(23.7)

EBIT48.2( 1 5.1 )( 2 5.7 )7. 3

Net interest expense(18.8)

NPBT(11.5)

Ta x1.2

Profit from discontinued operations53.2

Statutory NPAT42.9

(1) The FY15 NZME segment result in the APN FY15 accounts was $74.9m, this has been adjusted in the Trading Result for $3.1m of standalone costs

incurred in H2 16 to provide a like for like comparison. The NZME Trading Result comprises Trading Revenue, Trading Other Income, Trading Costs,

Trading Earnings Before Interest, Tax, Depreciation and Amortisation (Trading EBITDA) and Trading Earnings Before Interest and Tax (Trading EBIT) which

are non-GAAP measures. The NZME Trading Result for FY15 shows NZME on a standalone basis for the full year by including the Educational Media

business for a full year (acquired as part of the demerger), and excluding exceptional items (separately disclosed on page 43) and without adjusting

for earnings for business closures during the year (Pacific Magazines) which are also included in the Consolidated Financial Statements. (2) Acquired

and non-trading items include Revenue of $2.8 million and Costs of $1.8 million relating to the Educational Media business, which is offset by Masthead

Royalty charges of $22.8 million incurred in H1 and other overhead costs previously paid for by other entities in the Group prior to the demerger.

(3) Revenue of $430.2 million agrees to Total revenues from external customers excluding revenue from shared service centre in Note 2.4.2 of the

Consolidated Financial Statements. Other revenue of $1.5 million consists of dividend income, rental income from sub-leases, interest income and

gain on disposal of properties from the same note. All other items agree to the Consolidated Income Statement.

Non-GAAP Measures Explained (continued)

4243
NZME FY16 & FY15 TRADING TO PRO FORMA RECONCILIATION

(1) The NZME Pro forma result comprises Pro forma Earnings Before Interest, Tax, Depreciation and Amortisation (Pro forma EBITDA), Pro forma Earnings

Before Interest and Tax (Pro forma EBIT), Pro forma Net Profit Before Tax (Pro forma EBIT) and Pro forma Net Profit After Tax (Pro forma NPAT) which are

non-GAAP measures. The NZME Pro forma Result for FY 16 shows what NZME would look like if only the continuing operations were included. It therefore

starts with the Trading Result (explained and reconciled on pages 40 and 41) and is further adjusted to exclude the divestments of Wairarapa Times Age

and Whakatane News from the FY16 result, and to include a full year equivalent of additional standalone costs (costs that NZME incurs as a standalone

listed entity that it did not have before the demerger). The FY15 Pro forma result is per the Explanatory Memorandum for the Demerger of NZME by

APN published on 11 May 2016. (2) Standalone costs yet to be incurred has been estimated based on the standalone costs disclosed in the Explanatory

Memorandum for the Demerger of NZME by APN published on 11 May 2016 and taking into consideration the actual standalone costs incurred during H2.

(3) Net interest expense has been calculated at NZME’s current interest rate payable of 3.8% p.a. (4) Tax payable has been calculated indicatively utilising

NZME’s current effective tax rate of 29%.

$M

FY16 PRO FORMA

RESULT

1

FY15 PRO FORMA

RESULT

1

Trading EBITDA

1

71.9

71.8

Standalone costs yet to be incurred

2

(4.3)

(4.3)

Trading EBITDA

1

after standalone costs6 7.6

67. 5

Earnings from divestments

(0.4)

-

Pro forma EBITDA 6 7. 2

67. 5

Depreciation and amortisation

(23.8)

(23.7)

Pro forma EBIT43.4

43.9

Interest expense

3

(4.2)

(5.5)

Pro forma NPBT39.2

38.4

Ta x

4

(11.4)

(10.7)

Pro forma NPAT2 7. 8

27. 5

Earnings per share (cps)14.2

14.0

Final dividend (cps)6.0

NZME FY16 & FY15 RELATED EXCEPTIONALS

NZME RELATED EXCEPTIONALS ($M)FY16 FY15

Redundancies

1

(6.0)( 7. 2 )

Costs in relation to one-off projects

2

(6.9)(5.3)

Business and property divestments

3

1.30.4

Asset write downs

4

-(3.0)

NZME Related Exceptionals(11.6)( 1 5.1 )

(1) Redundancy costs relate to ongoing restructuring and integration. (2) Costs in relation to one-off projects are largely due to the

proposed Fairfax merger and ongoing integration programmes. (3) In FY16 the profit on business divestments of $1.3m related to the

disposal of the Wairarapa and Whakatane Publishing businesses, offset by a minor loss on sale of property. (4) Asset write downs in

FY15 relate to co-location as part of the NZME Central integration.

Non-GAAP Measures Explained (continued)

45
Consolidated

Financial

Statements

for the year ended 31 December 2016

44

4647
Contents

* In an attempt to make these financial statements easier to read, the notes to the financial statements have been grouped into

seven sections; aimed at grouping items of a similar nature together. The Basis of Preparation section presents a summary of

material information and general accounting policies that are necessary to understand the basis on which these consolidated

financial statements have been prepared. Accounting policies specific to a particular note are included in that note and are

shaded for ease of reference. Key judgments and estimates relevant to a particular note are also included in the relevant

note, and are clearly marked as such. A summary of the key judgments and estimates are also included under the Basis of

Preparation section on pages 53-55.

CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 December 2016


Directors’ Statement 47

Consolidated Income Statement 48

Consolidated Statement of Comprehensive Income 49

Consolidated Balance Sheet 50

Consolidated Statement of Changes in Equity 51

Consolidated Statement of Cash Flows 52

Notes to the Consolidated Financial Statements*

Basis of Preparation 53

Group Performance 56

Operating Assets and Liabilities 62

Capital Management 72

Taxation 84

Group Structure and Investments in Other Entities 88

Other Notes 97

Independent Auditors’ Report 100



The Directors are pleased to present

the consolidated financial statements

of NZME Limited (the”Company”) and its

subsidiaries (together the “Group”) for the

year ended 31 December 2016, incorporating

the consolidated financial statements and the

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 practices in New Zealand in order to

present consolidated financial statements that present

fairly, in all material respects, the financial position of

the Group as at 31 December 2016 and the results of

the Group’s operations and cash flows for the year

then ended.

The consolidated financial statements for the Group as

presented on pages 46 to 99 are signed on behalf of

the Board of Directors, and are authorised for issue on

the date below.

For and on behalf of the Board of Directors

Sir John Anderson

Director

Carol Campbell

Director

Directors’ Statement

Date: 23 February 2017

4849
NOTE

2016

$’000

2015

$’000

CONTINUING OPERATIONS

Revenue2.1

407,856

430,198

Finance and other income 2.1

2,340

1,544

Total revenue and other income

2.1

410,196

431,742

Expenses from operations before finance costs, depreciation,

amortisation

2.2.1

(363,553)

(400,726)

Depreciation & amortisation2.2.2

(23,845)

(23,683)

Finance costs2.2.3

(9,300)

(18,808)

Profit / (loss) from continuing operations before income

tax expense

13,498

(11,475)

Income tax expense5.1

(64,050)

1,207

Profit / (loss) from continuing operations for the year(50,552)

(10,268)

DISCONTINUED OPERATIONS

Profit / (loss) after tax from discontinued operations6.1.1

125,095

53,165

Profit / (loss) for the year


74 ,5 4 3

42,897

PROFIT / (LOSS) FOR THE YEAR IS ATTRIBUTABLE TO:

Owners of the Company

60,618

24,735

Non-controlling interests

13,925

18,162

Profit / (loss) for the year


74 ,5 4 3

42,897

NOTE

CENTS

CENTS

Earnings per share from continuing operations

attributable to the ordinary shareholders of the company

Basic / diluted earnings per share2.3

(28.0)

(6.6)

Earnings per share from profit for the year (continuing

and discontinued operations) attributable to the ordinary

shareholders of the Company

Basic / diluted earnings per share2.3

30.9

12.6

The above Consolidated Income Statement should be read in conjunction with the accompanying notes.

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the

accompanying notes.

CONSOLIDATED INCOME STATEMENT

for the year ended 31 December 2016

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2016

NOTE

2016

$’000

2015

$’000

Profit for the year74 ,5 4 3

42,897

OTHER COMPREHENSIVE INCOME

Items that may be reclassified to profit or loss

Exchange differences on translation of foreign operations4.2

44,846

3,606

Items that will not be reclassified to profit or loss

Revaluation of freehold land and buildings4.2

-

356

Exchange and other differences applicable

to non-controlling interests

(14,683)

7,1 1 0

Other comprehensive income, net of tax30,163

11,072

Total comprehensive income104,706

53,969

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:

Owners of the Company

105,464

28,697

Non-controlling interests

(758)

25,272

104,706

53,969

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO

OWNERS OF THE COMPANY:

Continuing operations

(10,038)

(8,951)

Discontinued operations

115,502

37,6 4 8

105,464

28,697

5051
Attributable to owners of the Company

GROUP

NOTESHARE

CAPITAL

$’000

RESERVES

$’000

RETAINED

EARNINGS

$’000

TOTAL

$’000

NON-CON-

TROLLING

INTERESTS

$’000

TOTAL

EQUITY

$’000

Balance at 1 January 2015

360,363(38,616)79,511

401,258

190,736

591,994

Profit for the year--24,735

24,735

18,162

42,897

Other comprehensive

income

-3,962-

3,962

7,1 1 0

11,072

Total comprehensive

income

-3,96224,735

28,697

25,272

53,969

Transfers within equity4.2-(338)338

-

-

-

Equity transactions with

non-controlling interests

---

-

(14,139)

(14,139)

Balance at

31 December 2015

360,363(34,992)104,584

429,955

201,869

631,824

Balance at 1 January 2016

360,363(34,992)104,584

429,955

201,869

631,824

Profit for the year--60,618

60,618

13,925

74 ,5 4 3

Other comprehensive

income

-44,846-

44,846

(14,683)

30,163

Total comprehensive

income

-44,84660,618

105,464

(758)

1 04,70 5

Transfer from asset

revaluation reserve

4.2-(464)464

-

-

-

Transfer from transaction

with non-controlling

interest reserve

4.2-(14,732)14,732

-

-

-

Dividends paid4.4--(198,118)

(198,118)

-

(198,118)

Transactions with

non-controlling interests

---

-

(3,630)

(3,630)

Share based payments

expense

4.2-144-

144

-

144

Acquisitions and

divestments of subsidiaries

and operations

6--(51,886)

(51,886)

(197,481)

(249,367 )

Balance at

31 December 2016

360,363(5,198)(69,606)

285,559

-

285,559

NOTE

2016

$’000

2015

$’000

CURRENT ASSETS

Cash and cash equivalents4.7

16,242

11,065

Trade and other receivables3.3

53,631

409,870

Inventories

2,226

2,956

Tax receivable

-

770

Total current assets72,099

424,661

NON-CURRENT ASSETS

Intangible assets3.1

329,776

597,100

Property, plant and equipment3.2

75,677

99,216

Other financial assets6.4.3

5,988

128,386

Deferred tax assets5.2

-

46,065

Total non-current assets411,441

870,767

Total assets483,540

1,295,428

CURRENT LIABILITIES

Trade and other payables3.4

66,379

426,197

Interest bearing liabilities4.5

-

1,257

Current tax provision

2,800

1,620

Total current liabilities6 9,1 7 9

4 29,074

NON-CURRENT LIABILITIES

Trade and other payables3.4

13,423

13,934

Interest bearing liabilities4.5

112,168

184,500

Deferred tax liabilities5.2

3,211

36,096

Total non-current liabilities128,802

234,530

Total liabilities197,981

663,604

Net assets285,559

631,824

EQUITY

Share capital4.1

360,363

360,363

Reserves4.2

(5,198)

(34,992)

Retained earnings

(69,606)

104,584

Total Company interest285,559

429,955

Non-controlling interests-

201,869

Total equity285,559

631,824

The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.

CONSOLIDATED BALANCE SHEET

as at 31 December 2016

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2016

5253
CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2016

NOTE

2016

$’000

2015

$’000

CASH FLOWS FROM OPERATING ACTIVITIES

Receipts from customers

581,485

742,182

Payments to suppliers and employees

(488,558)

(609,375)

Dividends received

141

4,031

Interest received

223

277

Interest paid

(8,811)

(10,838)

Income taxes paid

(22,798)

(5,359)

Net cash inflows / (outflows) from operating activities

4.7

61,682

120,918

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for property, plant and equipment

(11,549)

(27,008)

Payments for intangible assets including software

(4,407)

(9,622)

Acquisition of controlled entities, net of cash acquired6.2

-

(82,871)

Proceeds from sale of property, plant and equipment

2,251

868

Proceeds from divestment of subsidiaries, net of their cash,

as part of internal restructure

6.1.3

95,936

-

Payments for investment in other entities

(848)

-

Net loans repaid / (advanced) to other entities

2,278

480

Net cash inflows / (outflows) from investing activities83,661

(118,153)

CASH FLOWS FROM FINANCING ACTIVITIES

Loans advanced / (repaid) by related parties

(55,958)

45,752

Proceeds from borrowings

54,000

42,000

Repayments of borrowings

(127,242)

(79,222)

Payments for borrowing cost

(400)

-

Dividends paid to Company’s shareholders

(6,860)

-

Net payments to non-controlling interests

(3,630)

(16,671)

Net cash inflows / (outflows) from financing activities(140,090)

(8,141)

Net increase / (decrease) in cash and cash equivalents5,253

(5,376)

Cash and cash equivalents at beginning of the year

11,065

16,367

Effect of exchange rate changes

(76)

74

Cash and cash equivalents at end of the year

4.7

16,242

11,065

The Consolidated Statement of Cash Flows includes cashflows from continuing and discontinued operations. Refer to

Note 6.1.3 for further information on cash flows from discontinued operations. The above Consolidated Statement of

Cash Flows should be read in conjunction with the accompanying notes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.1 REPORTING ENTITY AND STATUTORY BASE

NZME Limited (NZX:NZM, ASX:NZM), formerly “Wilson

& Horton Limited”, is a for-profit company limited by

ordinary shares which are publicly traded on the NZX

Main Board and the Australian Securities Exchange as a

Foreign Exempt Listing. NZME Limited is incorporated

and domiciled in New Zealand. It is registered under the

Companies Act 1993 and is a FMC reporting entity under

Part 7 of the Financial Markets Conduct Act 2013. The

entity’s registered office is 2 Graham Street, Auckland,

1010, New Zealand.

NZME Limited (the “Company” or “Parent”) and

its subsidiaries’ (together the “Group”) principal

activity during the financial year was the operation

of an integrated print, radio and digital media and

entertainment business.


1.2 GENERAL ACCOUNTING POLICIES

These consolidated financial statements have been

prepared in accordance with New Zealand Generally

Accepted Accounting Practice (“NZ GAAP”). They comply

with New Zealand equivalents to International Financial

Reporting Standards (“NZ IFRS”) and other applicable

Financial Reporting Standards, as appropriate for for-

profit entities. The consolidated financial statements also

comply with International Financial Reporting Standards

(“IFRS”). The consolidated financial statements have also

been prepared in accordance with Part 7 of the Financial

Markets Conduct Act 2013 and the NZX Listing Rules.


The principal accounting policies adopted in the

preparation of the financial statements are either set out

below, or in the note to which it relates. These policies

have been consistently applied to all the years presented,

unless otherwise stated. These consolidated financial

statements are presented for the Group.


These consolidated financial statements were approved

for issue by the Board of Directors on 23 February 2017.


1.2.1 Basis of measurement

These financial statements have been prepared under the

historical cost convention with the exception of certain

items for which specific accounting policies

are identified.


1.2.2 Comparatives

Certain prior period information has been re-presented

consistent with current year disclosures to provide more

meaningful comparison. The comparatives for the current

period have been re-presented for the effects of the

application of NZ IFRS 5

Non-current Assets Held for

Sale and Discontinued Operations

following the disposal

of the Group’s interest in the Australian Radio Network

(including Brisbane FM Radio Pty Ltd, Radio Perth

96FM Pty Limited and Emotive Pty Limited), The Level

3 Partnership and The Level 4 Partnership (“Disposed

Entities”). Refer to note 6.1 “Demerger from APN”. The

nature of the re-presentation is as follows:

• All income and expense items relating to the Disposed

Entities have been removed from the individual line

items in the income statement. The post-tax profit/

(loss) of the Disposed Entities is presented as a single

amount in the line item entitled “Profit/(loss)

from discontinued operations”; and


•  The net cash flows attributable to the operating,

investing and financing activities of the Disposed

Entities are each disclosed in the notes to the

financial statements.


1.2.3 Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of

the Group’s entities are measured using the currency of

the primary economic environment in which the entity

operates (functional currency). The consolidated financial

statements are presented in New Zealand dollars, which

is the Company’s functional and the Group’s presentation

currency, and rounded to the nearest thousand,

except where otherwise stated.


Transactions and balances

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 the year-

end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognised in

the income statement, except when deferred in other

comprehensive income as qualifying cash flow hedges

and qualifying net investment hedges. Non-monetary

items that are measured at fair value in a foreign currency

are translated using the exchange rates at the date when

the fair value was determined. Translation differences on

assets and liabilities carried at fair value are reported as

part of the fair value gain or loss. Non-monetary items

that are measured in terms of historical cost in a foreign

currency are translated using the exchange rate

at the date of the transaction.

1.0 BASIS OF PREPARATION

5455
Group companies

The result and financial position of all the Group entities

that have a functional currency different from the

presentation currency are translated into the

presentation currency as follows:

• Assets and liabilities are translated at the closing rate

at the date of the balance sheet;

• Income and expenses are translated at average

exchange rates; and

• All resulting exchange differences are recognised

as a separate component of equity.


On consolidation, exchange differences arising from

the translation of any net investment in foreign entities,

and of borrowings and other currency instruments

designated as hedges of such investments are taken

to equity. When a foreign operation is sold or a

partial disposal occurs, a proportionate share of such

exchange differences is recognised in the income

statement as part of the gain or loss on disposal.


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.


1.2.4 Goods and Services Tax (‘GST’)

The income statement has been prepared so that all

components are stated exclusive of GST. All items in

the balance sheet are stated net of GST, with exception

of receivables and payables, which include GST

invoiced. On the statements of cash flows receipts

from customers and payments to suppliers are shown

inclusive of GST.

1.3 SIGNIFICANT ACCOUNTING ESTIMATES

AND JUDGEMENTS

The preparation of the consolidated financial statements

requires the use of certain significant judgements,

accounting estimates and assumptions, including

judgements, estimates and assumptions concerning

the future. The estimates and assumptions are based

on historical experiences and other factors that are

considered to be relevant. The resulting accounting

estimates will by definition, seldom equal the related

actual results and are reviewed on an ongoing basis.

The estimates and assumptions that have a significant

risk of causing a material adjustment to the carrying

amounts of the assets and liabilities within the next

financial year are discussed in further detail in the

notes to the consolidated financial statements to which

they relate. A list of those areas of significant estimation

or judgement and a reference to the notes containing

further information is provided below:


Areas of significant accounting

estimates or judgements NOTE

Impact of Performance Rights on earnings 2.3

per share

Determination of number of segments 2.4

Intangible assets with indefinite useful lives 3.1

Assumptions used in testing for impairment 3.1.1

of indefinite life intangible assets

Controlled entities 6.3


1.4 SIGNIFICANT CHANGES IN THE CURRENT

REPORTING PERIOD


1.4.1 Demerger from APN News & Media Limited

The Company completed its demerger from APN News

& Media Limited (“APN”) on 29 June 2016, marking the

creation of a standalone NZ Group focused on the

operation of an integrated print, radio and digital

media and entertainment business.

NZME shares were distributed to eligible APN

shareholders at a ratio of one NZME share for every

one APN share. Refer to note 6.1 and NZME NZX

announcements on 27 June 2016 and 29 June 2016 for

further details.


1.4.2 Proposed Merger with Fairfax New Zealand

Limited

As noted in the combined NZME Limited and Fairfax

Media Limited announcement dated 22 August 2016,

Fairfax New Zealand Limited (“Fairfax NZ”) and NZME

Limited received and agreed to a request from the New

Zealand Commerce Commission (“NZCC”) to extend the

date for the NZCC’s decision on the proposed merger of

the two businesses until 15 March 2017.


On 7 September 2016 NZME Limited and Fairfax NZ

announced the signing of a merger implementation

agreement to effect the merger of NZME Limited and

Fairfax NZ.


Overseas Investment Office (“OIO”) consent to the

merger was obtained on 22 September 2016.


On 8 November 2016 the NZCC issued a Draft

Determination setting out its preliminary view that,

based on the information received as at that date, it

should decline the proposed merger between NZME

and Fairfax NZ. The purpose of the Draft Determination

is to elicit further submissions and evidence to assist

the NZCC in making a Final Determination.

On 28 November 2016 NZME announced that it had

filed a joint submission with Fairfax NZ to the NZCC in

response to the issues raised in the Draft Determination.

The NZCC held a conference on 6 & 7 December 2016

to consider matters relating to the merger to assist the

NZCC in making a Final Determination on the merger.

The NZCC is due to make a Final Determination on the

proposed merger on or before 15 March 2017.


1.4.3 Taxation

On 23 June 2016, the Company and APN reached a

binding heads of agreement with the Inland Revenue

Department (“IRD”) to settle the Mandatory Convertible

Note transaction, the Branch financing transaction,

non-resident withholding tax and thin capitalisation

issues, and a further matter that was under review by

the IRD. Refer to note 5.3 for further details.


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5657
2016

$’000

2015

$’000

FROM CONTINUING OPERATIONS

Employee benefits expense

161,610

164,621

Production and distribution expense

82,301

99,394

Selling and marketing expense

45,840

50,220

Rental and occupancy expense

2 3,7 11

23,785

Masthead license fees

12,216

22,853

Costs in relation to one-off projects

6,946

5,312

Redundancies and associated costs

6,009

7,1 78

Asset write-downs and business closures

-

3,028

Repairs and maintenance costs

6 ,1 6 6

5,771

Travel and entertainment costs

4,086

3,892

Other

14,668

14,672

Total expenses from operations before finance costs,

depreciation, amortisation

363,553

400,726

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2016

$’000

2015

$’000

FROM CONTINUING OPERATIONS

Advertising revenue

295,141

314,655

Circulation and subscription revenue

86,782

93,582

Services revenue

12,206

11,826

Other revenue

1 3,72 7

10,135

Revenue from continuing operations 407,856

430,198

Dividends

141

267

Rental income from sub-leases

586

521

Profit / (loss) on disposal of properties and businesses

1,320

441

Other income2,047

1,229

Interest income – related parties

91

-

Interest income – other entities

202

315

Finance income293

315

Total finance and other income 2,340

1,544

Total revenue and other income 410,196

431,742

FROM DISCONTINUED OPERATIONS (REFER TO NOTE 6.1.1)

Total revenue and other income127,542

252,019

2.1 REVENUE AND OTHER INCOME2.2 EXPENSES

2.2.1 Expenses from operations before finance costs, depreciation, amortisation

Accounting policies

Revenue is measured at the fair value of consideration received or receivable. Amounts disclosed as revenue are

net of returns, rebates and taxes paid.

The Group recognises revenue when:

· the amount of revenue can be reliably measured;

· it is probable that the economic benefits will flow to the Group; and

· the criteria for revenue recognition has been satisfied.

Advertising revenue is recognised when the advertisement is published or broadcast, when the coupon is sold,

or over the period the advertisement is displayed.

Circulation and subscription revenue is recognised when the publication is purchased or on a straight-line basis

over the subscription period.


Services revenue is recognised by reference to the stage of completion of the transaction, when it can be

measured reliably. Services revenue includes printing and production and revenue generated by the shared

services centre.


Other revenue includes revenue from events, recycling of waste, distribution charges and digital design

and is recognised when the event occurs, the product is delivered or the goods are sold.


2.0 GROUP PERFORMANCE

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2016

$’000

2015

$’000

2.2.2 Depreciation & amortisation

FROM CONTINUING OPERATIONS

Depreciation

16,173

14,023

Amortisation

7,6 7 2

9,660

Total depreciation & amortisation23,845

23,683

2.2.3 Finance cost

FROM CONTINUING OPERATIONS

Interest and finance charges – related parties

2 ,76 5

6,305

Interest and finance charges – other entities

6,482

12,503

Borrowing cost amortisation

53

-

Total finance cost9,300

18,808

5859
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.3 EARNINGS PER SHARE

2016

$’000

2015

$’000

2.2.4 Fees paid to auditors

Fees paid to the Group’s auditors, PricewaterhouseCoopers, consist of:

Audit or review of financial statements

A

454

379

Other services

Other assurance services

B

6

64

Tax services

C

1,057

750

Other services

D

1,231

93

Total other services2,294

907

Total fees paid to auditors2 ,74 8

1,286

(A) Includes the fee for both the audit of the annual financial statements and the independent review of the interim financial statements. (B) Includes

regulatory and other assurance services, including New Zealand circulations. (C) Includes services relating to transactional advice, tax compliance

services, tax pooling services and services relating to the IRD settlement (refer to note 5.3). (D) Includes due diligence and advisory services relating

to the proposed merger with Fairfax New Zealand Limited of $1,224,179 in 2016 and other advisory services.

(A) Due to the share consolidation in the current period (refer to note 4.1), the number of ordinary shares outstanding during the year ended

31 December 2015 was retrospectively adjusted.


2016

$’000

2015

$’000

RECONCILIATION OF EARNINGS USED IN CALCULATING BASIC / DILUTED

EARNINGS PER SHARE (“EPS”)

Profit / (Loss) from continuing operations attributable to owners of the parent entity

(54,884)

(12,913)

Profit from discontinuing operations attributable to owners of the parent entity

115,502

37,6 4 8

Profit / (Loss) attributable to owners of the parent entity used in calculating EPS60,618

24,735

2016

NUMBER

2015

NUMBER

WEIGHTED AVERAGE NUMBER OF SHARES

Weighted average number of shares in the denominator in calculating basic EPS

A

196,011,282

196,011,282

Adjusted for calculation of diluted EPS

-

-

Weighted average number of shares in the denominator in calculating diluted EPS 196,011,282

196,011,282

2016

CENTS

2015

CENTS

BASIC / DILUTED EARNINGS PER SHARE

From continuing operations attributable to owners of the parent entity

(28.0)

(6.6)

From discontinuing operations attributable to owners of the parent entity

58.9

19.2

Total basic / diluted earnings per share attributable to owners of the parent entity30.9

12.6

Significant Judgement

Under the Group’s Total Incentive Plan (“TIP”) as discussed in Note 4.3, Performance Rights were issued to certain

participating employees that will convert into fully paid ordinary shares. Under the TIP, the Company would either

repurchase those shares from the market or issue new shares. Any new shares issued would have a dilutive effect

on the Earnings Per Share calculations noted below. It is currently the intention of the Company to repurchase

shares from the market and not to issue new shares.

6061
2.4.2 Segment revenues and results

The segment information provided to the Directors and Executive Team for the year ended 31 December 2016

is as follows:

2016

$’000

2015

$’000

REVENUES FROM EXTERNAL CUSTOMERS BY CHANNEL

Print

239,127

262,006

Radio & Experiential

114,849

120,173

Digital & e-Commerce

52,153

48,019

Total revenues from external customers excluding revenue

from shared service centre

406,129

430,198

Dividend income

141

267

Rental income from sub-leases

586

521

Expenses from operations before finance costs, depreciation,

amortisation and exceptional items

(338,382)

(362,355)

Total Segment Adjusted EBITDA

A

68,474

68,631

Revenue from shared services centre

1,72 7

-

Depreciation and amortisation

(23,845)

(23,683)

Interest income

293

315

Finance cost

(9,300)

(18,808)

EXCEPTIONAL ITEMS

Gain on disposal of properties and businesses

B

1,320

441

Masthead royalty charges

C

(12,216)

(22,853)

Redundancies and associated costs

D

(6,009)

( 7,1 78 )

Costs in relation to one off projects

E

(6,946)

(5,312)

Asset write downs

F

-

(3,028)

Profit / (Loss) before tax from continuing operations13,498

(11,475)

(A) Adjusted Earnings before interest, tax, depreciation and amortisation (Adjusted EBITDA) from continuing operations and before exceptional items,

is a non-GAAP measure that represents the Group’s total segment result and is regularly monitored by the Chief Operating Decision Maker. (B) Gains on

disposal of properties is the gain on sale of the Wairarapa Times Age, Whakatane News offset by loss on sale of property in Nelson in 2016, and the gain

on sale of a property in Invercargill, New Zealand in 2015. (C) Costs charged from a subsidiary company of APN for use of NZ publishing mastheads. On

24 June 2016, the Group acquired certain NZ publishing mastheads on normal commercial terms from this subsidiary company of APN (refer to note

3.1). As a result, masthead royalty charges have not been incurred by the Group from 24 June 2016 onwards. (D) The redundancies and associated costs

relate to the restructuring and integration of the New Zealand operations. (E) The costs related to one off projects refers primarily to costs of external

consultants assisting with the listing, integration and co-location of NZME and the proposed merger with Fairfax New Zealand. (F) The asset write downs

includes a write off of leasehold improvements in the Group as a result of the office co-location.


As the Group has one operating segment, the assets and liabilities as reported on the consolidated balance sheet are

also the segment assets and liabilities, and the income tax expense in the consolidated income statement is also the

segment income tax.

Significant Judgement

The Group has one reportable segment – being “Integrated Media and Entertainment”. All significant operating

decisions are based upon analysis of NZME as one operating segment. The Executive Team and the Board of

Directors have been identified as the Chief Operating Decision Maker. The Group’s major products and services

are split by channel only at the revenue level into Print, Radio & Experiential and Digital & e-Commerce which

is the way in which revenue is reported to the Chief Operating Decision Maker. Although the Group operates

in many different markets within New Zealand, for management reporting purposes the Group operates in one

principle geographical area being New Zealand as a whole.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.4 SEGMENT INFORMATION

2.4.1 Determination and description of segments

Following the demerger and internal restructure which resulted in the Company being listed as a separate standalone

entity, the segmental reporting was revised to align to the format that is used to report to the Chief Operating Decision

Maker. The corresponding information for 2015 has been re-presented.

Accounting policies

Basic earnings per share (from continuing operations)

Basic earnings per share is determined by dividing:

· the profit or loss attributable to owners of the Company; by

· the weighted average number of ordinary shares outstanding during the financial year, adjusted for

bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share (from continuing operations)

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking

into account:

· the after-tax effect of dividends, interest and other changes in income or expense associated with

dilutive potential ordinary shares; and

· the weighted average number of additional ordinary shares that would have been outstanding assuming

the conversion of all dilutive potential ordinary shares.

(Note that there are no dilutive potential ordinary shares in 2016 (2015: nil)).

Basic / dilutive earnings per share (from discontinued operations)

Basic / dilutive earnings per share (from discontinued operations) are calculated on the same basis as the

policies described above, except that net profit or loss attributable to the owners of the Company is replaced

with profit or loss from discontinued operations attributable to the owners of the Company.

Integrated Media and Entertainment incorporates the sale of advertising, goods and services generated from the

audiences attached to the Group’s media platforms. Discontinued operations have been presented in Note 6.1.

6263
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.1 INTANGIBLE ASSETS

GOODWILL

$’000

SOFTWARE

$’000

MASTHEAD

BRANDS

$’000

RADIO

LICENCES

$’000

BRANDS

$’000

TOTAL

$’000

AT 1 JANUARY 2015

Cost165,84837,14 015,830401,44759,079

679,344

Accumulated amortisation

and impairment

(95,614)(28,609)(15,830)(30,245)-

(170,298)

Net book value

70,2348,531-371,20259,079

509,046

FOR THE YEAR ENDED 31 DECEMBER 2015

Opening net book amount70,2348,531-371,20259,079

509,046

Additions-9,622---

9,622

Disposals-(189)---

(189)

Acquisition of controlled entities11,237--72,408-

83,645

Amortisation-(6,707)-(3,889)-

(10,596)

Foreign exchange differences(79)14-5,637-

5,572

Net book value

81,39211,271-445,35859,079

597,100

AS AT 31 DECEMBER 2015

Cost177,00646,587-479,49259,079

762,164

Accumulated amortisation

and impairment

(95,614)(35,316)-(34,134)-

(165,064)

Net book value

81,39211,271-445,35859,079

597,100

(A) Prior to the implementation of the demerger, the Group acquired certain NZ publishing Masthead Brands on normal commercial terms from a

subsidiary company of APN News & Media Limited (“APN”). These Masthead Brands were purchased for consideration of $146,976,000 together with

a termination amount in regard to the masthead license of $2,065,575, which was incurred as the Group early terminated the masthead licences

agreement with APN. (B) The Company completed its demerger from APN on 29 June 2016. Refer to Note 6.1 for further details around assets

disposed and acquired as part of the Internal Restructure.

Significant Judgement

The Directors have determined that Masthead Brands and Brands have indefinite lives and are therefore not

amortised. Refer to the accounting policies below for further information.

Accounting policies

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net

identifiable assets of the acquired business at the date of the acquisition. Goodwill is not amortised but rather is

subject to periodic impairment testing.

Software

Costs incurred in developing systems, acquiring software and licences are capitalised to software. Costs

capitalised include materials, services, payroll and payroll related costs of employees involved in development.

Amortisation is calculated on a straight line basis over the useful life of the asset (typically 3 to 10 years).

Radio licences

Commercial radio licences are accounted for as identifiable assets and are brought to account at cost. The

current New Zealand radio licences have been renewed to 31 March 2031 and are being amortised on a straight

line basis to that date.

Masthead Brands

Masthead Brands, being the titles, logo’s and similar items of the integrated media assets of the Group are

accounted for as identifiable assets and are brought to account at cost. The Directors believe the mastheads

have indefinite lives as there is no foreseeable limit over which the mastheads are expected to generate net

cash inflows for the Group. Accordingly, Masthead Brands are not amortised but are tested for impairment each

year (refer to note 3.1.1 below).

3.0 OPERATING ASSETS & LIABILITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GOODWILL

$’000

SOFTWARE

$’000

MASTHEAD

BRANDS

$’000

RADIO

LICENCES

$’000

BRANDS

$’000

TOTAL

$’000

FOR THE YEAR ENDED 31 DECEMBER 2016

Opening net book amount81,39211,271-445,35859,079

597,100

Additions

A

-4,286146,976--

151,262

Disposals-----

-

Divestment of subsidiaries

and operations

B

(10,804)--(390,454)-

(401,258)

Acquisition of controlled entities-----

-

Amortisation-(4,721)-(3,422)-

(8,143)

Foreign exchange differences19534-(9,414)-

(9,185)

Net book value

70,78310,870146,97642,06859,079

329,776

AS AT 31 DECEMBER 2016

Cost166,39749,309146,9767 7,4 5759,079

499,218

Accumulated amortisation

and impairment

(95,614)(38,439)-(35,389)-

(169,442)

Net book value

70,78310,870146,97642,06859,079

329,776

6465
Significant Judgement

As disclosed in note 2.4 the Directors have determined that, following the demerger and internal restructure,

the Group has one reportable segment – being “Integrated Media and Entertainment”. The Directors have also

determined that this is the only cash generating unit (“CGU”) for impairment testing because this is the lowest

level for which there are separately identifiable cash inflows which are largely independent of the cash inflows

from other assets or groups of assets. Accordingly all goodwill and intangibles with indefinite useful lives are

allocated to one CGU. This note also includes details of certain key estimates and assumptions made during the

impairment testing calculations.

Key estimates and assumptions

Year 1 cash flows:

Based on Board approved annual budget.


Years 2 to 5 cash flows

Revenue forecasts are prepared based on management’s current expectations, with consideration given to

internal information and relevant external industry data and analysis. In particular:

· Print revenues are forecast to decline in line with recent experience and industry trends.

· Digital revenues are forecast to grow based on recent experience and industry trends.

· Radio and experiential revenues are forecast to grow based on management expectations of

performance as a result of investment in key initiatives.


Expenses are forecast based on management expectations, with consideration given to internal information

and relevant external data.

A comprehensive impairment review was conducted at 31 December 2016. The recoverable amount of the CGU

(which includes goodwill and indefinite life intangible assets) is determined based on the higher of fair value less costs

to sell and value in use calculations using management budgets and forecasts. The recoverable amount of the CGU

is compared against the carrying value of the CGU to determine whether there has been an impairment.

(A) Prior to the Demerger from APN, the Group undertook impairment testing for four CGU’s. The post-tax discount rate used in those calculations ranged

from 10% to 10.5%. (B) Prior to the Demerger from APN, the Group undertook impairment testing for four CGU’s. The long-term growth rate used in those

calculations ranged from 0% to 2.5%.

2016

Post-tax

discount rate

2016

Long-term

growth rate

2015

Post-tax

discount rate

2015

Long-term

growth rate

Integrated Media and Entertainment CGU

9.5%0%

AB

3.1.2 Impact of reasonably possible change

in key assumptions

The forecasts are sensitive to certain key assumptions,

particularly forecast print and digital revenues. If the

ratio of the growth in digital revenue as compared to the

decline in print revenue reduced by 8% over the period

of forecast, and no other mitigation activities were

taken into account, then the recoverable amount would

be equal to the carrying amount of the CGU and any

further fall in this ratio would result in impairment.

Based on all available information the Directors do

not consider this to be a reasonably possible scenario.

Accordingly, based on the assessment performed,

there is no impairment.

3.1.1 Year-end impairment reviewAccounting policies

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested

annually for impairment and whenever there is an indication that they may be impaired. Intangible assets that

are subject to amortisation are tested for impairment whenever events or changes in circumstances indicate

that the carrying amount may exceed its recoverable amount. An impairment charge is recognised for the

amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is

the higher of an asset’s fair value less costs to sell and value in use. 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 (cash-generating units). Currently, the

group has only one CGU, being Integrated Media and Entertainment. Non-financial intangible assets, other than

goodwill, that suffer impairment are reviewed for possible reversal of the impairment at each reporting date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Accounting policies (continued)

Brands

Brands are accounted for as identifiable assets and are brought to account at cost. The Directors have

considered the geographic location, legal, technical and other commercial factors likely to impact the assets’

useful lives and consider that they have indefinite lives. Accordingly, Brands are not amortised but are tested for

impairment each year (refer to note 3.1.1 below).

6667
FREEHOLD

LAND

B

$’000

BUILDINGS

B

$’000

PLANT AND

EQUIPMENT

C

$’000

TOTAL

$’000

AT 1 JANUARY 2015

Cost or fair value3,1051,514398,812

403,431

Accumulated depreciation and impairment-(357)(311,571)

(311,928)

Net book amount

3,1051,15787, 24 1

91,503

YEAR ENDED 31 DECEMBER 2015

Opening net book amount3,1051,15787, 24 1

91,503

Additions-3127,3 9 9

27,430

Acquisitions of controlled entity--426

426

Disposals(341)(771)(2,365)

(3,477)

Depreciation-(290)(17,308)

(17,598)

Revaluations224375-

599

Foreign exchange differences2(22)353

333

Net book amount

2,9904809 5,746

99,216

AS AT 31 DECEMBER 2015

Cost or fair value2,990480404,483

407,953

Accumulated depreciation and impairment--(308,737)

(308,737)

Net book amount

2,9904809 5,746

99,216

YEAR ENDED 31 DECEMBER 2016

Opening net book amount2,9904809 5,746

99,216

Additions-1,57610,160

11,73 6

Disposals(752)(98)(172)

(1,022)

Divestment of subsidiaries and operations

A

(1,133)(714)(14,928)

(16,775)

Depreciation-(2,217)(15,832)

(18,049)

Transfers and other adjustments

C

30213,335(12,701)

936

Foreign exchange differences(26)(17)(322)

(365)

Net book amount

1,38112,34561,951

75,677

AS AT 31 DECEMBER 2016

Cost or fair value1,38114,562386,520

402,463

Accumulated depreciation and impairment-(2,217)(324,569)

(326,786)

Net book amount

1,38112,34561,951

75,677

3.2 PROPERTY, PLANT AND EQUIPMENT

(Footnotes on the next page)

Accounting policies

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate

their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:

Furniture and fittings 3 to 25 years

Buildings 10 to 25

Leasehold improvements 3 to 25 years

Motor vehicles 5 to 10 years

Plant & equipment 3 to 25 years

The assets’ residual values and useful lives are reviewed and adjusted, if appropriate, at each balance sheet

date. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are

included in the income statement.

Land and buildings are shown at fair value, based on periodic valuations (at least every 3 years) by external

independent valuers, less subsequent depreciation for buildings. Any accumulated depreciation at the date of

revaluation is eliminated against the gross carrying amount of the asset and the net amount is restated to the

revalued amount of the asset. Increases in the carrying amounts arising on revaluation of land and buildings

are credited to revaluation reserves in equity. To the extent that the increase reverses a decrease previously

recognised in the income statement, the increase is first recognised in the income statement. Decreases that

reverse previous increases of the same asset are first charged against the revaluation reserves directly in equity

to the extent of the remaining reserve attributable to the asset. All other decreases are charged to the

income statement.

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that

is directly attributable to the acquisition of the items. Subsequent costs are included in the assets carrying

amount or recognised as a separate asset, as appropriate, only when it is probable that future economic

benefits associated with the item will flow to the Group and the cost of the item can be reliably measured.

All other repairs and maintenance are charged to the income statement during the financial period in which

they are incurred.

Impairment of assets

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying

amount is greater than its estimated recoverable amount. Assets that are subject to depreciation are tested

for impairment whenever changes in circumstances indicate that the asset’s carrying amount may exceed its

recoverable amount. An impairment charge is recognised for the amount by which the asset’s carrying amount

exceeds its recoverable amount. Assets that suffer an impairment are reviewed for possible reversal of the

impairment at each reporting date.

(A) The Company completed its demerger from APN News & Media Limited (APN) on 29 June 2016. Refer to Note 6.1 for further details around assets

disposed and acquired as part of the Internal Restructure. (B) Freehold land and buildings are held at fair value based on independent valuations. If land

and buildings were stated on the historical cost basis, the net book value of land would have been $658,270 (2015: $939,270) and the net book value of

buildings would have been $688,435 (2015: $1,039,690). The last revaluation was performed for the year ended 31 December 2015. (C) Included in plant

and equipment is capitalised work in progress with a net book value of $7,285,650 (2015: $25,460,875) which is transferred to the relevant asset category

(including software) once the project is complete. Transfers and other adjustments primarily comprise of transfers from work in progress during the year.

All transfers from work in progress in 2015 related to plant and equipment and are therefore reflected in the plant and equipment additions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6869
3.3 TRADE AND OTHER RECEIVABLES

2016

$’000

2015

$’000

Trade receivables

45,043

96,382

Provision for impairment

(1,042)

(2,146)

44,001

94,236

Amounts due from related companies (note 7.1.2)

750

304,931

Other receivables and prepayments

8,880

10,703

Total current trade and other receivables53,631

409,870

Movements in the provision for impairment are as follows:

Balance at beginning of the year

2,146

1,805

Provision for impairment expense

596

1,356

Receivables written off

(1,700)

(1,015)

Provision for impairment1,042

2,146

3.3.1 Classification

Trade receivables are amounts due from customers for

goods sold or services performed in the ordinary course

of business. Receivables and other financial assets are

classified as subsequently measured at amortised cost

on the basis of both the Group’s business model for

managing the financial assets and the contractual cash

flow characteristics of the financial asset. Loans to related

parties are unsecured, interest bearing and repayable at

call. If collection of the amounts is expected in one year

or less they are classified as current assets.

3.3.2 Fair values of trade and other receivables

Due to the short-term nature of the current receivables,

their carrying amount is considered to be the same as

their fair value.

3.3.3 Impairment and risk exposure

The maximum exposure to credit risk at the reporting

date is the higher of the carrying value and fair value of

each receivable. The Group does not hold any collateral

as security. Refer to note 4.8.3 for credit risk and note

4.9 for fair value information.

Accounting policies

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the

effective interest method, less provision for impairment.

Receivables are monitored on an individual basis and the company considers the probability of default upon

initial recognition of the receivable and throughout the period and provides for receivables expected to be

impaired. The amount of loss is recognised in the income statement within other expenses. When a trade

receivable is uncollectible, it is written off against the provision account for trade receivables. Subsequent

recoveries of amounts previously written off are credited against other income in the income statement.


3.4 TRADE AND OTHER PAYABLES

2016

$’000

2015

$’000

CURRENT PAYABLES

Lease liability

833

833

Amounts due to related companies (note 7.1.2)

2,654

322,304

Employee entitlements

7,1 0 4

11,302

Trade payables and accruals

55,788

91,758

Total current trade and other payables66,379

426,197

NON-CURRENT PAYABLE

Lease liability

13,423

12,859

Employee entitlements

-

1,075

Total non-current trade and other payables13,423

13,934

Refer to note 4.8 for information regarding risk exposure, note 4.9 for further fair value considerations and note

4.6 for lease commitments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7071
3.5 NET TANGIBLE ASSETS

Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.


The calculation of the Group’s net tangible assets per share and its reconciliation to the consolidated balance

sheet is presented below:

2016

$’000

2015

$’000

AS AT 31 DECEMBER

Total assets

483,540

1,295,428

Less intangible assets

(329,776)

(597,100)

Less total liabilities

(197,981)

(663,604)

Net tangible assets(44,217)

34,724

Number of shares issued (in thousands)

A

196,011

196,011

Net tangible assets per share($0.23)

$0.18

(A) Due to the share consolidation in the current period (refer to note 4.1), the number of ordinary shares outstanding during the year ended

31 December 2015 was retrospectively adjusted to enhance comparability. Had the shares outstanding as at 31 December 2015 of 378,550,000

been used, the net tangible assets per share as at 31 December 2015 would be $0.09.


Accounting policies

Trade and other payables

Trade payables, including accruals not yet billed, are recognised when the Group becomes obliged to make

future payments as a result of a purchase of assets or services. Trade payables are carried at amortised cost

which is the fair value of the consideration to be paid in the future for goods and services received. Trade

payables are unsecured and are generally settled within 30 to 45 days.

Leases

Finance leases are leases of property, plant and equipment where the Group, as lessee, has substantially all

the risk and rewards of ownership. Finance leases are capitalised at the lease’s inception at the lower of the fair

value of the leased property and the present value of the minimum lease payments. A corresponding liability

is also established and each lease payment is allocated between the liability and finance charges. The interest

element is charged to the income statement over the period of the lease. Leased assets are amortised on a

straight line basis over the term of the lease, or where it is likely that the Group will obtain ownership of the

asset, the life of the asset. Leased assets held at balance date are amortised over the shorter of the estimated

useful life or the lease term. The Group does not currently have any material finance leases.

Operating leases are other leases under which all the risks and benefits of ownership are effectively retained by

the lessor. Operating lease payments, excluding contingent payments are charged to the income statement

on a straight line basis over the period of the lease, net of lease incentives, which are classified as payables and

amortised over the life of the associated lease.

Lease incentives are presented as part of the lease liabilities and are recognised in the income statement on a

straight line basis over the lease term.

Employee entitlements

Wages and salaries and annual leave

Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be wholly

settled within 12 months from the reporting date are recognised in payables and accruals in respect of

employees’ services up to the reporting date and are measured at the amounts expected to be paid when the

liabilities are settled. Amounts to be settled more than 12 months after the reporting date are recognised as a

non-current payable. Liabilities for non-accumulating sick leave are recognised when the leave is taken and

measured at the rates paid or payable.

Short-term incentive plans

A liability for short-term incentives is recognised in trade payables when there is an expectation of settlement

and at least one of the following conditions is met:

· there are contracted terms in the plan for determining the amount of the benefit;

· the amounts to be paid are determined before the time of completion of the financial statements; or

· past practice gives clear evidence of the amount of the obligation.


Liabilities for short-term incentives are expected to be settled within 12 months and are recognised at the

amounts expected to be paid when they are settled.

Refer to note 4.3 for disclosures relating to share based payments, note 7.1.1 for key management

compensations and note 6.1 for further information on the demerger.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7273
Accounting policies

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or

options are shown in equity as a deduction, net of tax, from the proceeds.

4.1 SHARE CAPITAL

4.2 RESERVES

4.3 SHARE BASED PAYMENTS

AUTHORISED, ISSUED

AND PAID UP SHARE CAPITAL

2016

NUMBER

2015

NUMBER

2016

$’000

2015

$’000

Balance at the beginning of the period

378,550

378,550

360,363

360,363

Shares consolidated as part of the demerger

A

(182,539)

-

-

-

Balance at the end of the period196,011

378,550

360,363

360,363

(A) On demerger, NZME shares were distributed to eligible APN shareholders at a ratio of one NZME share for every one APN share. Also refer to note

6.1 for further details on the demerger.

2016

$’000

2015

$’000

SHARE BASED PAYMENTS RESERVE

Balance at the beginning of the year

-

-

Share based payment expense

144

-

Balance at end of the year144

-

ASSET REVALUATION RESERVE

Balance at beginning of the year

1,186

1,185

Revaluation of freehold land and buildings

-

356

Transfer to foreign currency translation reserve

-

(17)

Transfer to retained earnings due to asset disposals and discontinued operations

(464)

(338)

Balance at end of year722

1,186

FOREIGN CURRENCY TRANSLATION RESERVE

Balance at beginning of the year

(44,537)

(48,160)

Foreign exchange transfers

44,844

17

Net exchange difference on translation of foreign operations

2

3,606

Total movement for the year

44,846

3,623

Balance at end of year309

(44,537)

TRANSACTIONS WITH NON-CONTROLLING INTERESTS RESERVE

Balance at beginning of the year

8,359

8,359

Transfer to retained profit relating to discontinued operations

(14,732)

-

Balance at end of year(6,373)

8,359

Total reserves(5,198)

(34,992)

20162015

AVERAGE PRICE

PER RIGHT

(CENTS)

NUMBER OF

RIGHTS

AVERAGE PRICE

PER RIGHT (CENTS)

NUMBER OF

RIGHTS

As at 1 January

- -

- -

Granted

0.58 745,301

- -

Forfeited

- -

- -

Exercised

- -

As at 31 December 0.58 745,301

- -

Share rights outstanding at the end of the year have the following expiry date and fair value at grant date:

PERFORMANCE RIGHTS

GRANT DATEVESTING DATEVALUE OF RIGHT

AT GRANT DATE

(CENTS)

2016

$’000

“2015

$’000”

20 December 201631 Dec 2017 0.58

432

-

As at 31 December432

-

Share based payment expense recognised

in the current period (refer to note 4.2)

144

-

2016

2015

Weighted average remaining contractual life of rights outstanding at

the end of the period

12 months

none

4.2.1 Nature and purpose of reserves

Share based payments reserve

The share based payments reserve is used to

recognise the fair value of the performance rights

issued but not yet vested as described in note 4.3.


Asset revaluation reserve

The asset revaluation reserve is used to record

increments and decrements on the revaluation of non-

current assets, as described in note 3.2. The balance

standing to the credit of the reserve may be used to

satisfy the distribution of bonus shares to shareholders

and is only available for the payment of cash dividends

in limited circumstances as permitted by law. In the

event of the sale of an asset, the revaluation surplus is

transferred to retained earnings.


Foreign currency translation reserve

Exchange differences arising on translation of any

foreign controlled entities are taken to the foreign

currency translation reserve, as described in the basis

of preparation.


Transactions with non-controlling

interests reserve

This reserve is used to record the differences

described in note 6.4.1 of the basis of preparation

which may arise as a result of transactions with

non-controlling interests that do not result

in a loss of control.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.0 CAPITAL MANAGEMENT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7475
Accounting policies

Long-term incentive plans - performance rights (pre-Demerger)

The fair value at grant date is determined using a combination of the Binomial option pricing model and the

Monte-Carlo option pricing model which take into account the exercise price, the term of the right, the vesting

and performance criteria, the impact of dilution, the non-tradeable nature of the right, the share price at grant

date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest

rate for the term of the right.

The fair value of the rights granted is adjusted to reflect the market vesting condition, but excludes the impact

of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the

number of rights that are expected to become exercisable. At each reporting date, its estimate of the number

of rights that are expected to become exercisable are revised. The employee benefit expense recognised each

period takes into account the most recent estimate. The impact of the revision to the original estimates, is

recognised in profit or loss with a corresponding adjustment to equity.

Total incentive plan (TIP) (post-Demerger)

The fair value of rights granted under the TIP plan is recognised as an employee benefits expense with a

corresponding increase in equity over the vesting period, being the service period and the deferral period.

The fair value is measured at grant date and the number of rights are determined using the volume weighted

average price of NZME’s shares on the NZX.

The fair value at grant date is determined taking into account the share price, any market performance

conditions and any non-vesting conditions, but excluding the impact of any service and non-market

performance vesting conditions.

Non-market vesting conditions are included in assumptions about the number of rights that are expected

to vest. At each reporting date, the Group revises its estimate of the number of rights that are expected to

become exercisable.

The employee benefits expense recognised each period takes into account the most recent estimate.

The impact of the revision to the original estimates, is recognised in profit or loss with a corresponding

adjustment to equity.

4.3.1 Background

Long-term incentive plans - performance rights

(pre-Demerger)

Share-based compensation benefits were provided

to employees by APN News & Media Limited (“APN”)

prior to the demerger via a Long-term Incentive (“LTI”)

plan. The fair value of rights granted under the LTI plan

is recognised as an employee benefit expense with a

corresponding increase in equity of APN prior to the

demerger. The fair value is measured at grant date and

recognised over the period during which the employee

becomes unconditionally entitled to the rights.


Total incentive plan (“TIP”) (post-Demerger)

As described in the Explanatory Memorandum for the

Demerger of NZME by APN, the Group has now adopted

an executive incentive structure similar to that used by

APN. The TIP is designed to align the reward outcomes

with the shareholders’ interest and to support the

achievement of the Group’s business strategy and was

approved by the Board on 20 December 2016. Under

the TIP, and at the absolute discretion of the Board, the

CEO and other executive key management personnel

are eligible to participate in the TIP. Eligible participants

have a target award opportunity, which varies between

50% and 100% of fixed remuneration, depending on

the participant’s role and responsibilities. A new TIP

opportunity will be offered at the commencement

of each financial year. The award is dependent on

performance over a one year period (“performance

period”) and there is no opportunity for retesting.

Performance is formally evaluated on the date that

the full year financial performance is announced

to the market.


Performance measures

• Financial performance conditions (75%): Performance

will be measured against earnings before interest, tax,

depreciation and amortisation (“EBITDA”). This portion

is determined based on actual EBITDA against

budgeted EBITDA on the following scale:


% of EBITDA % of target

opportunity awarded

•    < 95% 0%

•    > 95% to 100% Pro-rata vesting between

25% and 100%

•    > 100% to 110% Pro-rata vesting between

100% and 150%

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


• Non-financial performance conditions (25%):

Performance will be measured against specific

measures, as determined for each participant at

the commencement of the performance period.


Awards under the TIP are granted to participants

following the assessment of performance. To the

extent the performance measures are met:

• 50% of awards are made in cash; and

• 50% of awards are granted in rights to acquire

fully paid ordinary shares in the Company for $nil

consideration (“Rights”).

The performance period for the 2016 awards is a 6

month period which commenced on 1 July 2016. Going

forward, the performance period will be a 12 month

period commencing at the start of the financial year.

Subject to remaining employed by the Company for

a further one year period following the performance

period (“service period”), rights will vest and will be

kept in trust for a further two years (“deferral period”).

Vested rights will automatically convert into ordinary

shares for $nil consideration at the end of the deferral

period without the requirement for the participant

to exercise their Rights. Participants will receive an

additional allocation of shares at vesting equal to the

dividends paid on vested Rights over the Service Period.

The Company may reduce unvested equity awards

in certain circumstances such as gross misconduct,

material misstatement or fraud. The Board may also

reduce unvested awards to recover amounts where

performance that led to payments being awarded is

later determined to have been incorrectly measured

or not sustained. Awards are normally forfeited if the

participant leaves before the end of the performance

period, except in limited circumstances that are

approved by the Board on a case-by-case basis. If a

participant leaves during the service period, the rights

that will vest will be determined on a pro-rata basis

based on when they leave during the service period. If

a participant leaves during the deferral period, no rights

will be forfeited, but rights will still only convert into

ordinary shares at the end of the deferral period.

The fair value of the rights at grant date was estimated

based on the NZME share price as at 20 December

2016, being the date after the Board approved the

TIP and the terms were communicated to the eligible

participants. The number of rights awarded are based

on the Volume Weighted Average Price (“VWAP”) of the

Company’s shares.

4.3.2 Model inputs

The following is a summary of the key inputs in calculating the share-based payment expense under the 2016 for the year:

• Performance Period 1 July 2016 to 31 December 2016

• Service Period 1 January 2017 to 31 December 2017

• Vesting Period (being the Performance Period and the 1 July 2016 to 31 December 2017

Service Period)

• Deferral Period 1 January 2018 to 31 December 2019

• Share price at grant date 58 cents

• VWAP 70 cents

• It is assumed that all participating employees will remain employed with the Company until the end of the Vesting Period.

7677
4.4.1 Dividends paid


On 24 June 2016, the Company declared and settled a

dividend of $191,257,897 to APN International Pty Limited.

This occurred as part of the Internal Restructure. Refer to

Note 6.1 for further details. On 25 August 2016, the Board

declared an interim dividend of 3.5 cents per fully paid

ordinary share. This was paid on 28 October 2016. No

dividends were declared or paid in 2015.

4.4.2 Dividends declared after balance date

On 23 February 2016, the Board of Directors declared

a fully imputed final dividend of 6 cents per share, to

be paid on 28 April 2017 to registered shareholders as

at 11 April 2017. The Board of Directors also declared

a supplementary dividend of 1.06 cents per share, to

be paid on 28 April 2017 to registered shareholders

as at 11 April 2017, to those shareholders who are

not tax residents in New Zealand. The payment of a

supplementary dividend effectively puts non-resident

shareholders in the position they would have been

had they received imputation credits (which are only

available to resident shareholders).

Prior to the Demerger, NZME was funded by a combination

of internal cash flows and external financing arrangements.

Following the Demerger, funding is from a combination

of its own cash reserves and NZ$160 million bilateral bank

loan facility, which NZME entered into on 29 June 2016,

of which $112 million is drawn and $48 million is undrawn

as at 31 December 2016. The facility expires on

1 January 2020.

The interest rate for the drawn facility is the applicable

bank screen rate plus credit margin.

The NZME Bilateral Facilities contain undertakings which

are customary for a facility of this nature including, but

not limited to, provision of information, negative pledge

and restrictions on priority indebtedness and

disposals of assets.

The assets of the Group are collateral for the interest

bearing liability.


In addition, the Group must comply with financial

covenants (a net debt to EBITDA ratio and an EBITDA

to net interest expense ratio) for each 12 month period

ending on 30 June and 31 December. The Group has

complied with these covenants.


Capitalised borrowing costs related to the refinancing

were $0.3 million.

Consideration received on the sale of the Partnership

Interests (refer to note 6.1.1) to APN prior to Demerger,

was used to pay down secured bank loans. This is the

main reason for the decrease in interest bearing liabilities

from 31 December 2015.

Accounting policies

Borrowings are initially recognised at fair value less attributable transaction costs and subsequently measured at

amortised cost. Any difference between cost and redemption value is recognised in the income statement over

the period of the borrowing on an effective interest basis.

Costs incurred in connection with the arrangement of borrowings are deferred and amortised over the period

of the borrowing. These costs are netted off against the carrying value of borrowings in the balance sheet.


2016

$’000

2015

$’000

Commitments for minimum lease payments in relation to rental

commitments contracted for at the reporting date and not

recognised as liabilities, payable:

Not later than one year

16,406

18,390

Later than one year but not later than five years

52,307

49,976

Later than five years

71,856

80,692

Commitments not recognised in the financial statements140,569

149,058

4.6 COMMITMENTS

4.4 DIVIDENDS

The group leases certain premises under operating leases. The leases have varying terms, escalation

clauses and renewal rights. Excess space is sub-let to third parties under non-cancellable operating leases.

4.6.1 Lease commitments

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.5 INTEREST BEARING LIABILITIES

2016

$’000

2015

$’000

Current interest bearing liabilities

Bank loans – secured

-

1,257

Total current interest bearing liabilities-

1,257

Non-current interest bearing liabilities

Bank loans – secured

112,486

184,500

112,486

184,500

Deduct:

Capitalised borrowing costs

(318)

-

Total non-current interest bearing liabilities112,168

184,500

NET DEBT

Current interest bearing liabilities

-

1,257

Non-current interest bearing liabilities

112,486

184,500

Capitalised borrowing costs

(318)

-

Cash and cash equivalents

(16,242)

(11,065)

Total debt less cash and cash equivalents95,926

174,69 2

4.4.3 Franking and imputation credits

2016

‘000

2015

‘000

Imputation credits available for subsequent reporting periods

based on the New Zealand 28% tax rate for the Group

NZ$ 4,739NZ$2,709

Franking credits available to the Company for subsequent

reporting periods based on the Australia 30% tax rate for the Group

AU$ 0

A

AU$ 0

A

(A) Although the Company does not have any franking credits available for use, other entities within the Group has AU$10,828,676 (2015:AU$10,824,821)

available that might become available to the Company in future periods.

7879
2016

$’000

2015

$’000

RECONCILIATION OF CASH

Cash at end of the year, as shown in the statements of cash flows,

comprises:

Cash and cash equivalents16,242

11,065

RECONCILIATION OF NET CASH INFLOWS (OUTFLOWS) FROM

OPERATING ACTIVITIES TO PROFIT / (LOSS) FOR THE YEAR:

Profit / (loss) for the year

74 ,5 4 3

42,897

Depreciation and amortisation expense

26,193

28,194

Borrowing cost amortisation

53

-

Net gain on sale of non-current assets

9

(492)

Gain on sale of business after tax

(192,519)

-

Reclassification of foreign currency translation reserve

65,326

-

Change in current / deferred tax payable

41,289

(3,969)

Current tax funded through related party balances

(12,842)

24,870

Foreign exchange losses / (gains)

1,086

(763)

Asset write offs and business closure

15

597

Revaluation/impairment of financial assets

(2,245)

( 7,0 67 )

Change in fair value of financial instrument

31,481

12,623

Share based payment expense

144

-

Changes in assets and liabilities net of effect of acquisitions:

Trade and other receivables

51,104

(8,572)

Inventories

730

(634)

Prepayments

(306)

758

Trade and other payables and employee benefits

(22,379)

32,476

Net cash inflows/(outflows) from operating activities61,682

120,918

4.7 CASH FLOW INFORMATION

Accounting policies

For the purposes of presentation on the statement of cash flows, cash and cash equivalents includes cash on

hand and short term deposits held at call with finance institutions, net of bank overdrafts.

4.8 FINANCIAL RISK MANAGEMENT

4.8.1 Capital and Risk Management

The Group’s objectives when managing capital are to:

• Safeguard their ability to continue as a going

concern, so that they can continue to provide

returns for shareholders and benefits for other

stakeholders; and

•  Maintain an optimal capital structure to reduce the

cost of capital.


In order to maintain or adjust the capital structure, the

Group may adjust the amount of dividends paid to

shareholders, return capital to shareholders, issue new

shares or sell assets to reduce debt.

Refer to note 4.5 for undrawn facilities to which the

group has access to as well as the net debt calculation

that is used by the group to capital requirements.

The Group’s activities expose it to a variety of financial

risks: market risk (including foreign exchange risk,

interest rate risk, and price risk), credit risk and liquidity

risk. The Group’s overall risk management programme

focuses on the unpredictability of financial markets

and seeks to minimise potential adverse effects on the

financial performance of the Group. The Group uses

different methods to measure different types of risk to

which it is exposed. These methods include sensitivity

analysis in the case of interest rate and foreign exchange

and ageing analysis for credit risk.

Financial risk management is carried out by the Group

Treasury function. The Group Treasury function meet

regularly with the Group CFO to cover specific areas,

such as foreign exchange risk, interest rate risk, credit

risk, use of derivative financial instruments and non-

derivative financial instruments, and investment of

excess liquidity.


4.8.2 Market risk

(a) Cash flow and fair value interest rate risk

Long term borrowings issued at variable rates expose

the Group to cash flow interest rate risk. Borrowings

issued at fixed interest rates expose the Group to fair

value interest rate risk. The Group makes decisions re-

garding variable or fixed rate debt as and when debt

contracts are entered into. Current interest bearing debt

are fixed for 30 days on a rolling basis.

Based on the outstanding net floating debt at 31

December 2016, a change in interest rates of +/-1% per

annum with all other variables being constant would

impact post-tax profit and equity by $1.1 million lower/

higher (2014: $1.5 million lower/higher).


(b) Foreign exchange risk

Foreign exchange risk arises from future commercial

transactions and recognised assets and liabilities that

are denominated in a currency that is not the entity’s

functional currency. Individual transactions are assessed

and forward exchange contracts are used to hedge the

risk where deemed appropriate.

Whilst the Group as a whole (pre-Demerger) had assets

and liabilities in multiple currencies, individual entities in

the Group did not have a significant foreign exchange

exposure to receivables or payables in currencies

that are not their functional currency. Post-Demerger,

the Group’s operations in foreign jurisdictions have

significantly reduced to the extent that the Group does

not have a significant foreign exchange exposure.


(c) Price risk

The Group is not exposed to significant price risk.

There is some risk associated with other financial assets

however this is not deemed to be significant as other

financial assets are categorised as level 3 in the fair value

hierarchy and have been impaired, where applicable, to

the present value of expected future cash flows.

4.8.3 Credit Risk

Credit risk is managed on a Group basis. Credit risk arises

from cash and cash equivalents and deposits with banks

and financial institutions, as well as credit exposures to

wholesale and retail customers, including outstanding

receivables and committed transactions. For banks and

financial institutions, the creditworthiness is assessed

prior to entering into arrangements and approved by

the Board. For other customers, risk control assesses the

credit quality, taking into account financial position, past

experience and other factors. The utilisation of credit

limits is regularly monitored and the Group does not

normally obtain collateral from its customers.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8081
The table below sets out additional information about the credit quality of trade receivables net of the provision for

doubtful debts:

PAST DUE

CURRENT

$’000

LESS

THAN ONE

MONTH

$’000

ONE TO

THREE

MONTHS

$’000

THREE

TO SIX

MONTHS

$’000

OVER SIX

MONTHS

$’000

TOTAL

$’000

2016

Expected loss rate0.0%0.7%6.5%47.8%62.0%

Trade Receivables23,8901 7,1 862,616619732

45,043

Impaired receivables(121)(171)(296)(454)

(1,042)

23,89017,0652,445323278

44,001

2015

Expected loss rate0.1%1.4%7.0 %65.3%21.8%

Trade Receivables63,06724,1315,7081,3972,079

96,382

Impaired receivables(35)(345)(401)(912)(453)

(2,146)

63,03223,7865,3074851,626

94,236

LESS THAN

ONE YEAR

$’000

BETWEEN ONE

AND TWO YEARS

$’000

BETWEEN TWO

AND FIVE YEARS

$’000

OVER FIVE YEARS

$’000

31 DECEMBER 2016

Trade payables 55,788 - - -

Bank loans 4,480 4,480 116,966 -

Related party loans - - - -

Gross liability 60,268 4,480 116,966 -

Less: interest (4,480) (4,480) (4,480)

Total financial liabilities

55,788 - 112,486 -

31 DECEMBER 2015

Trade payables 91,758---

Bank loans 9,6949,694199,054-

Related party loans322,304---

Gross liability423,7569,694199,054-

Less: interest(9,746)(9,694)(14,554)

Total financial liabilities

414,010-184,500-

The tables below analyse the Group’s financial liabilities including interest to maturity into relevant maturity groupings

based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the

tables are the contractual undiscounted cash flows.

Trade receivables are generally settled within 30 to

45 days. The Directors consider the carrying amount

of trade receivables approximates their net fair value.

Receivables are monitored on an individual basis and

the company considers the probability of default upon

initial recognition of the receivable and throughout the

period and provides for receivables considered

to be impaired.

As of 31 December 2016, trade receivables of

$3,046,000 (2015: $7,418,000) were past due

but not impaired.

For the year ended 31 December 2015, credit risk

associated with the receivable balances from other

related entities and the maximum exposure to credit

risk is the total of the related party receivables.

The maximum exposure to credit risk at 31 December

2016 is equal to the carrying amount of cash and cash

equivalents and trade and other receivables.

The Group is not exposed to any concentrations

of credit risk within cash and cash equivalents or

trade and other receivables.

Credit risk further arises in relation to financial

guarantees given to certain parties from time

to time.

4.8.4 Liquidity risk

Prudent liquidity risk management implies maintaining

sufficient cash and marketable securities, the availability

of funding through an adequate amount of committed

credit facilities and the ability to close out market

positions. Due to the dynamic nature of the underlying

business, Group Treasury aims at maintaining flexibility

in funding by keeping committed credit lines available.

Management monitors rolling forecasts of the Group’s

liquidity reserve on the basis of expected cash flows.

4.9 FAIR VALUE MEASUREMENT

The Group measures and recognises the following

assets and liabilities at fair value on a recurring basis:

•  Financial assets at fair value through profit

or loss (FVTPL);

•  Land and buildings.

4.9.1 Fair value hierarchy

NZ IFRS 13 requires disclosure of fair value

measurements by level of the following fair value

measurement hierarchy:

• Level 1: quoted prices (unadjusted) in active

markets for identical assets or liabilities;

• Level 2: inputs other than quoted prices included

within level 1 that are observable for the asset or

liability, either directly or indirectly, and

• Level 3: inputs for the asset or liability that are

not based on observable market data

(unobservable inputs).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8283
2016

$’000

2015

$’000

RECURRING FAIR VALUE MEASUREMENTS (LEVEL 3)

FINANCIAL ASSETS

Financial assets at fair value through profit or loss

Shares in other companies

A

-

31,701

Financial Instrument

B

-

94,095

Total financial assets

C

-

125,796

NON-FINANCIAL ASSETS

Freehold land and buildings

Freehold land

1,381

2,990

Buildings

12,345

480

Total non-financial assets1 3,72 6

3,470

4.9.2 Recognised fair value measurements

(A) Shares in other companies represent ownership interests in companies that are not consolidated or equity accounted. These were disposed of as

part of the sale of the Group’s interest in Australian Radio Network on 24 June 2016. Refer to Note 6.1 for further details. (B) Financial instrument held by

Level 4 Partnership refers to an investment in a debenture issued by Nathco Holdings Pty Ltd (Nathco), a member of the APN News and Media Group.

The terms of debenture entitle the Level 4 Partnership to receive 95% of the profits of Nathco. This was disposed of on 24 June 2016, refer to note 6.1.

(C) Other financial assets of $5,988,765 (Dec 2015: $2,590,000) are held at cost and therefore have been excluded from this table.

4.9.3 Disclosed fair values

The Group also has a number of assets and liabilities

which are not measured at fair value but for which fair

values are disclosed in these notes.


The carrying amounts of trade receivables and payables

are assumed to approximate their fair values due to their

short-term nature. There are no outstanding non-current

receivables as at 31 December 2016 or 31 December

2015 (level 3).


The fair value of interest bearing liabilities disclosed

in note 4.5 is estimated by discounting the future

contractual cash flows at the current market interest

rates that are available to the group for similar financial

instruments. For the period ending 31 December 2016,

the borrowing rates were determined to be between

3.5% and 4% (2015: between 5.0% and 6.1%), depending

on the type of borrowing. The fair value of borrowings

approximates the carrying amount, as the impact of

discounting is not significant (level 2).


4.9.4 Valuation techniques used to

derive at level 2 and 3 fair values

Recurring fair value measurements

The fair value of financial instruments that are not

traded in an active market is determined using valuation

techniques. These valuation techniques maximise the

use of observable market data where it is available and

rely as little as possible on entity specific estimates. If all

significant inputs required to fair value an instrument are

observable, the instrument is included in level 2.


If one or more of the significant inputs is not based

on observable market data, the instrument is included

in level 3. This is the case for certain shares in other

corporations disclosed in notes 4.9.2 and 6.4.3, which

are valued using discount rates, forecast cash flows,

EBITDA multiples estimated by management based on

comparable transactions and industry data. These were

disposed of as part of the demerger. Refer to note 6.1.

Specific valuation techniques used to value financial

instruments include:

• The use of quoted market prices or dealer quotes

for similar instruments; and

• Other techniques, such as discounted cash flow

analysis, are used to determine fair value for the

remaining financial instruments.


The Group obtains independent valuations at least

every three years for its freehold land and buildings

(classified as property, plant and equipment in note

3.2), less subsequent depreciation for buildings. This

is considered sufficient regularity to ensure that they

carrying amount does not differ materially from that

which would be determined using fair value at the end

of the reporting period. All resulting fair value estimates

for properties are included as Level 3.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

All fair value measurements referred to above are in Level 3 of the fair value hierarchy and there were no transfers

between levels. The Group’s policy is to recognise transfers between fair value hierarchy levels as at the end of the

reporting period.

8485
2016

$’000

2015

$’000

REPORTED INCOME TAX EXPENSE / (BENEFIT) COMPRISES:

Current tax expense / (benefit)

70,79 1

26,536

Deferred tax expense / (benefit)

8 ,1 7 5

(316)

(Over) / under provision in prior years

(3,310)

(648)

Income tax expense75,656

25,572

Income tax is attributable to:

Profit from continuing operations

64,050

(1,207)

Profit from discontinued operations

11,606

26,779

Total income tax expense75,656

25,572

INCOME TAX EXPENSE DIFFERS FROM THE AMOUNT

PRIMA FACIE PAYABLE AS FOLLOWS:

Profit from operations before tax

From continuing operations

13,498

(11,475)

From discontinued operations

136,701

79,944

150,199

68,469

Prima facie income tax at 28%

42,056

19,17 1

IRD settlement

16,968

-

Non assessable asset sales and exempt distribution receipts

(275)

(773)

Non-deductible impairment / revaluation

-

3,748

Non-deductible expenses

1,554

664

Derecognition of deferred tax on losses and foreign tax credits

62,035

-

Derecognition of deferred tax on intangible assets

(15,803)

-

Differences in international tax rates

(2)

2,943

Effects of accounting for discontinued operations

(26,498)

-

Other

(1,069)

467

(Over) / under provision in prior years

(3,310)

(648)

Income tax expense75,656

25,572

Deferred tax assets and liabilities are attributable to:

BALANCERECOGNISED

IN INCOME

$’000

RECOGNISED

IN EQUITY

$’000

OTHER

MOVEMENTS

$’000

BALANCE

$’000

2015

Tax credits912978--

1,890

Tax losses60,5761,593-4,980

6 7,1 4 9

Employee benefits2,398589--

2,987

Doubtful debts520116--

636

Accruals / restructuring(1,563)(849)-3,117

705

Intangible assets (41,396)1,529(171)(3,117 )

(43,155)

Property Plant and

Equipment

(12,963)(4,787)-8,890

(8,860)

Other(3,640)1,147-(8,890)

(11,383)

4,844316(171)4,980

9,969

2016

Tax credits1,890(1,887)--

3

Tax losses67,14 9(61,549)-(5,600)

-

Employee benefits2,987(1,554)--

1,433

Doubtful debts636(345)--

291

Accruals / restructuring705397--

1,102

Intangible assets (43,155)42,031595-

(529)

Property Plant and

Equipment

(8,860)3,490--

(5,370)

Other(11,383)11,242--

(141)

9,969(8,175)595(5,600)

(3,211)

5.2 DEFERRED TAX

5.1 INCOME TAX

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.0 TAXATION

8687
Group deferred income tax assets and liabilities are

presented net in the analysis above. These include net

deferred income tax liabilities of $33,778,000 (2015:

$36,944,000) arising from the Group’s Australian

subsidiaries. Also refer to note 6.1 for further information

regarding the Demerger. For the year ended 31 December

2015 the net deferred tax asset of $9,969,000 consisted

of a deferred tax asset of $46,065,000 and a deferred tax

liability of $36,096,000 as shown on the balance sheet.

There are unrecognised tax losses of $1,811,935

(AUD1,744,812) in an Australian subsidiary of the Company

which have not been recognised as there is uncertainty

as to their future recoverability. The deferred tax asset

on these losses were not offset against the deferred tax

liabilities of the rest of the Group because they are

levied by a different tax authority.

5.3 IRD SETTLEMENT


The tax expense from continuing operations of NZ$64.05

million comprises a NZ$17 million cash payment to

fully settle historical tax disputes with the New Zealand

Inland Revenue Department (“IRD”), the utilisation and

derecognition of historically recognised tax losses

and other deferred tax balances related to the

demerged business.

The Company has previously disclosed that the IRD was

auditing or reviewing several taxation matters, including

the dispute with the IRD regarding the Mandatory

Convertible Note (“MCN”) transaction. These matters

were disclosed in previous financial statements and in an

Explanatory Memorandum dated 11 May 2016 relating to

the Demerger of the Company from APN.


On 23 June 2016, the Company and APN reached a

binding heads of agreement with the IRD to settle the

MCN transaction, the Branch financing transaction, non-

resident withholding tax and thin capitalisation issues,

and a further matter that was under review by the IRD.

This settlement closes off all current areas of audit

and dispute between the IRD and the Company. The

settlement was for the total sum of NZ$33.9 million, with

the cost of settlement shared between the Company

and a subsidiary of APN on a near equal basis. Payment

occurred on 26 August 2016. The settlement utilised

NZ$56 million of tax losses.

Accounting policies

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement,

except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In

this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at

the balance sheet date in the countries where the company and its subsidiaries operate and generate taxable

income. Management periodically evaluates positions taken in tax returns with respect to situations in which

applicable tax regulation is subject to interpretation. It establishes provision where appropriate on the basis of

amounts expected to be paid to the tax authorities.

Deferred tax is recognised, using the liability method, on temporary differences arising between the tax bases

of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred

tax liabilities are not recognised if they arise from the initial recognition of goodwill: deferred income tax is not

accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business

combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred

income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the

balance sheet date and are expected to apply when the related deferred income tax asset is realised or the

deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be

available against which the temporary differences can be utilised.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates,

except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled

by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax

assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income

taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where

there is an intention to settle the balances on a net basis.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

8889
6 .1 NZME DEMERGER FROM APN

On 11 May 2016, APN News & Media Limited (“APN”), then

the ultimate parent entity of the Company announced

a demerger of 100% of the Group to APN shareholders

(“Demerger”), subject to a majority shareholder vote

held on 16 June 2016. The Demerger was approved by

the requisite majority of APN Shareholders and all other

conditions precedent to the Demerger were satisfied or

waived. The Demerger was completed on 29 June 2016.

On 27 June 2016 the Company was listed as a separate

standalone entity on the NZX Main Board and ASX under

the ticker code NZM on a deferred settlement basis (on

a post consolidation basis). Trading of NZME shares

commenced on a normal settlement basis on 1 July 2016.


Prior to the Demerger, APN initiated an internal

restructure, being an internal restructure to separate and

align the relevant businesses, assets and liabilities of APN

with the appropriate entity prior to the Demerger (the

“Internal Restructure”).

The Demerger Implementation Deed, entered into by the

Company and APN, provided for the Internal Restructure

to be completed so that:

• The Group was created as an identifiable and separate

corporate group under NZME Limited, capable of

operating on a standalone basis; and

• All subsidiaries, assets and liabilities which did not

relate directly to the Group business were held by APN

following the Demerger.


Broadly, the Internal Restructure entailed the following:

• Certain subsidiaries, business, assets and liabilities

relating to the Group business were aligned or

transferred to entities that would be subsidiaries of the

Company following the Demerger;

• Certain subsidiaries, business, assets and liabilities

relating to the APN business which are held by

subsidiaries of the Company were aligned or

transferred to entities that would be subsidiaries of

APN following the Demerger;

• Various intercompany loans, receivables and payables

were repaid (other than ordinary trading receivables

and payables which will be settled on normal

commercial terms) so that upon the Demerger there

were no loans across the APN and NZME businesses

outstanding; and

• Various distributions were made between the

subsidiaries of NZME and subsidiaries of APN.

On 24 June 2016, the Company declared and

settled a dividend of $191,257,897 to APN International

Pty Limited.

In order to give effect to the share and asset

transfers forming part of the Internal Restructure, a series

of share and asset sale agreements were entered into

between APN and the Group. These sale agreements

were on standard terms for intra-group share and asset

sales, including limited title and capacity warranties

given by both parties.


Acquisition of businesses

The acquisition of the entities have been recognised

as common control transactions. The Group applies

the predecessor values method, without any step up

to fair value. All the assets and liabilities acquired were

recognised at book values per the consolidated financial

statements of the highest entity that had common

control (i.e. APN) immediately prior to the Internal

Restructure. The difference between the consideration

established under the Internal Restructure and the

adjusted carrying value of the assets and liabilities (at

the date of the transaction) acquired totalling $51.9

million has been recognised in equity. No goodwill was

created or recognised. The Group financial statements

incorporate the acquired entity’s results only from the

date of acquisition. The corresponding amounts of the

previous period are not restated.


Disposal of businesses

Upon the disposal of entities, where there was a loss

of control, the Group has derecognised the assets and

liabilities of the subsidiary, any related non-controlling

interests and other components of equity. Any resulting

gain or loss is recognised in the income statement. The

Group’s interest in Australian Radio Network (“ARN”), The

Level 3 Partnership and The Level 4 Partnership were

acquired by a subsidiary company of APN on normal

commercial terms.


Asset acquisition

On 24 June 2016, the Group acquired certain NZ

publishing masthead brands (refer to note 3.1) on

normal commercial terms from a subsidiary

company of APN.

6.1.1 Business disposed – discontinued operations

The results of ARN, The Level 3 Partnership and The

Level 4 Partnership prior to disposal are reported as

discontinued operations. Information relating to the

discontinued operations for the period to the date of

disposal is set out below.


As a result of the Internal Restructure, the disposals resulted

in a recognition of a gain of $192,519,000 (tax impact: $nil).


For the entities disposed where there was a loss of

control, the Group has derecognised the assets and

liabilities of the subsidiary, any related non-controlling

interests and other components of equity. Any resulting

gain or loss is recognised in the income statement.

Balances in the foreign currency translation reserve in

respect of NZME’s net investment in entities disposed

have been recycled through the income statement.

The Group’s 98% interest in The Level 3 Partnership was

sold to a subsidiary of APN on normal commercial terms.

This APN subsidiary had previously held a 1% interest

in The Level 3 Partnership. The consideration received

was $119,937,000. This transaction, alongside the sale

of the Group’s interest in ARN, resulted in a decrease in

non-controlling interests in ARN. The carrying amount of

the non-controlling interests in ARN on the date of the

transaction was $180,520,000. The Group recognised

a decrease in non-controlling interests of $180,520,000.

The combined results of discontinued operations

included in profit or loss and cash flows for the period are

set out below.


The comparative income statement has been

re-presented to include those operations classified as

discontinued in the current year.

2016

$’000

2015

$’000

Revenue and other income

127,542

252,019

Expenses from operations before finance costs, depreciation

& amortisation

(83,606)

(154,518)

Finance costs

(599)

(422)

Depreciation and amortisation

(2,348)

(4,512)

Change in fair value of financial instruments

A

(31,481)

(12,623)

Profit / (loss) before income tax9,508

79,944

Income tax expense

(11,606)

(26,779)

Profit / (loss) after income tax of discontinued operations(2,098)

53,165

Profit / (loss) on sale of businesses after income tax

192,519

-

Reclassification of foreign currency translation reserves to the

income statement

(65,326)

-

Profit / (loss) after income tax from discontinued operations125,095

53,165

Profit / (loss) from discontinued operations is attributable to:

Owners of the parent entity

115,502

37,649

Non-controlling interests

9,593

15,516

Profit / (loss) from discontinued operations125,095

53,165

Net cash inflows from operating activities

3 7, 3 2 2

84,128

Net cash outflows from investing activities

(1,120)

(88,763)

Net cash inflows/(outflows) from financing activities

( 3 7, 2 7 7 )

3,978

Net decrease in cash generated by the businesses(1,075)

(657)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.0 GROUP STRUCTURE AND INVESTMENTS IN OTHER ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Footnote on the next page.

9091
(A) Change in fair value of financial instruments relates to the Level 4 Partnership’s investments in a debenture issued by Nathco Holdings Pty Ltd,

a member of the APN group. NZME’s interest in the Level 4 Partnership was subsequently sold to APN, prior to Demerger.

2016

$’000

Cash and cash equivalents

2,564

Trade and other receivables

230,754

Intangible assets

401,258

Property, plant and equipment

1 6,7 7 5

Other financial assets

91,294

Other assets

324

Trade and other payables

(34,365)

Current tax payable

(82)

Provisions

(3,996)

Deferred tax liabilities

( 33,7 78 )

Net assets derecognised670,74 8

Less: net assets attributable to non-controlling interests

(180,520)

Net assets derecognised attributable to equity holders of NZME Limited490,228

Consideration received

682,747

Profit / (loss) on sale192,519

Income tax expense on gain

-

Profit / (loss) on sale after income tax192,519

Carrying value of net assets derecognised

Accounting policies

Discontinued operations and assets held for sale

Non-current assets (or disposal Groups) are classified as held for sale if their carrying amount will be recovered

principally through a sale transaction rather than through continuing use. They are measured at the lower of

their carrying amount, and their fair value less costs to sell, except for assets such as deferred tax assets, assets

arising from employee benefits, financial assets and investment property that are carried at fair value and

contractual rights under insurance contracts, which are specifically exempt from this requirement.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortised while

they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group

classified as held for sale continue to be recognised.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are

presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as

held for sale are presented separately from other liabilities in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for

sale and that represents a separate major line of business or geographical area of operations, is part of a

single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired

exclusively with a view to resale. The results of discontinued operations are presented separately on the face of

the income statement.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2016

$’000

Net assets acquired

Trade and other receivables

579

Masthead brands

146,976

Other

17

Total assets147,572

Trade and other payables

216

Current tax payable

425

Total liabilities641

Net assets attributable to equity holders of NZME Limited146,931

6.1.3 Net cash flow

The net cash flow from the sale of businesses, acquisitions of businesses and net assets and the settlement of

dividends was NZ$96 million and has been presented within investing activities in the cash flow statement.

This is made up as follows:

2016

$’000

NET CASH FLOW

Cash consideration received 98,500

Cash and cash equivalents disposed of(2,564)

Net cash inflow of internal restructure95,936

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.1.2 Businesses and net assets acquired

As part of the Internal Restructure undertaken by the

Group pursuant to the Merger Implementation Deed

with APN, several entities, assets and liabilities have

been acquired by the Group.


The acquisition of the non-controlling interest in NZME

Radio Limited (“NZME Radio”) has been treated as

a common control transaction. Any gain or loss on

acquisition of an ownership interest held by a non-

controlling party is recognised directly in equity. The

difference between the consideration transferred and

the carrying value of APN’s non-controlling interest in

NZME Radio at 24 June 2016 resulted in an adjustment

of $45,776,000 being recognised directly within equity.


The acquisition of NZME Educational Media Limited

has been recognised as common control transaction.

The difference between the consideration established

under the internal restructure and the carrying value of

the assets and liabilities (at the date of the transaction)

acquired totalling $6,110,000 has been recognised

in equity.


The Group also acquired certain NZ publishing

masthead brands (refer to note 3.1) on normal

commercial terms from a subsidiary company of APN.

The total carrying value of the assets and liabilities

that were acquired by the Group as part of the Internal

Restructure that occurred prior to the Demerger

were as follows:

9293
Accounting policies

Common control transactions

Business combinations in which all of the combining entities or businesses ultimately controlled by the same

party or parties both before and after the combination are recognised as common control transactions.

The Group applies the predecessor values method, without any step up to fair value. The net assets acquired,

including goodwill, are incorporated in the Group financial statements at the book values as per the

consolidated financial statements of the highest entity that has common control (i.e. APN). The difference

between any consideration given and the aggregate book value of net assets (at the date of the transaction)

of the acquired entity is recorded as an adjustment to equity. No additional goodwill is created.

The Group financial statements incorporate the acquired entity’s results only from the date of acquisition.

The corresponding amounts of the previous period are not restated.

6.2 BUSINESS COMBINATION


During the year ended 31 December 2015, the Group gained control over Radio 96FM Perth Pty Ltd for a consideration

of AU$78,000,000 less working capital adjustments. The acquisition accounting was disclosed in the Company’s

financial statements for the year ended 31 December 2015. Radio 96FM Perth Pty Ltd was subsequently disposed of as

part of the Demerger (refer to note 6.1).

Significant judgement

Prior to the Demerger as described in note 5.1, the Group held 50% of the issued capital of ARN, but exercised

effective control over the entity based on the Board and management representation and the 76.8% economic

interest held by the Group.

The consolidated financial statements incorporate the assets, liabilities and results of the subsidiaries listed below.

Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Group,

and the proportion of ownership interest held equals the voting rights held by the Group. All entities are incorporated

in, and operate in, New Zealand unless otherwise stated. Changes in control over entities occurred on Demerger

(see note 6.1).

6.3 CONTROLLED ENTITIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NAME OF ENTITY

2016

2015

Adhub Limited

100%

100%

APN Braiside Pty Limited

-

100%

APN Milperra Pty Limited

-

100%

Australian Radio Network Pty Ltd

-

50%

Cardcorp (Manufacturing) Pty Limited

-

100%

ESKY Limited

100%

100%

Grabone Limited

100%

100%

Idea HQ Limited

100%

100%

Mt Maunganui Publishing Co Limited

100%

100%

NZME 2014 Limited

100%

100%

NZME Australia Pty Limited (Previously GrabOne Australia Pty Limited)

A

100%

100%

NZME Digital Limited

100%

100%

NZME Educational Media Limited

100%

-

NZME Finance Limited

100%

100%

NZME Holdings Limited (Previously: APN Holdings NZ Limited)

100%

100%

NZME Investments Limited (Previously: APN NZ Investments Limited)

100%

100%

NZME Online Limited

100%

100%

NZME Print Limited (Previously: APN Print NZ Limited)

100%

100%

NZME Publishing Limited

100%

100%

NZME Radio Investments Limited

100%

50%

NZME Radio Limited

B

100%

50%

NZME Specialist Limited (Previously: APN Specialist Publications NZ Limited)

100%

100%

NZME Trading Limited

100%

100%

Radio 96FM Perth Pty Limited

A

-

50%

Regional Publishers Limited

100%

100%

Sell Me Free Limited

100%

100%

Sella Limited

100%

100%

Stanley Newcomb & Co Limited

100%

100%

The Hive Limited

100%

100%

The Level 3 Partnership

-

98%

The Level 4 Partnership

-

99%

The New Zealand Radio Network Limited

100%

50%

The Radio Bureau Limited

100%

50%

Trade Debts Collecting Co Limited

100%

100%

W & H Interactive Limited

100%

100%

Wilson & Horton Australia Pty Limited

-

100%

(A) Incorporated in, and operate in, Australia. (B) One “Kiwi Share” held by the Minister of Finance.

The rights and obligations are set out in the NZME Radio Limited constitution.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9495
(A) The ARN owned 100% of NZME Radio as at 31 December 2015. As at 31 December 2016, the Group owns 100% of NZME Radio.


Refer to note 6.1 for further transactional information on the disposed entities.

Accounting policies

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated

income statement, statement of comprehensives income, statement of changes in equity and balance sheet

respectively. The effects of all transactions with non-controlling interests are recorded in equity if there is no

change in control. Where there is a loss of control, any remaining interest in the entity is remeasured to fair value

and a gain or loss is recognised in the consolidated income statement. Any losses are allocated to the non-

controlling interest in subsidiaries even if the accumulated losses should exceed the non-controlling interest in

the individual subsidiary’s equity.

Accounting policies

The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its

involvement with the entity and has the ability to affect those returns through its power to direct the activities

of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

They are de-consolidated from the date that control ceases. The acquisition method of accounting is used to

account for business combinations by the Group (refer note 6.2), other than for common control transactions

(refer note 6.1).

Intercompany transactions, balances and unrealised gains on transactions between Group companies are

eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with

the policies adopted by the group. Non-controlling interests in the results and equity of subsidiaries are shown

separately in the consolidated income statement, statement of comprehensives income, statement of changes

in equity and balance sheet respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Ownership

interest held by

the Group

Ownership

interest held by

non-controlling

interest

NAME OF ENTITYPLACE OF

BUSINESS

COUNTRY OF

INCORPORATION

2016

2015

2016

2015PRINCIPLE

ACTIVITIES

Australian Radio

Network Pty

Limited

A

Australia

and New

Zealand

Australia

-

50%

-

50%

Commercial

radio

6.4 INTERESTS IN OTHER ENTITIES

6.4.1 Material subsidiaries with

non-controlling interests

Set out below are the Group’s principal subsidiaries with

material non-controlling interests. Unless otherwise

stated, the subsidiaries as listed below have share capital

consisting solely of ordinary shares, which are held directly

by the Group, and the proportion of ownership interests

held equals to the voting rights held by the Group.


On 24 June 2016, as part of the Internal Restructure,

the Group’s interest in ARN (including Brisbane FM Radio

Pty Limited, Radio 96FM Perth Pty Limited and Emotive

Pty Limited) was sold to APN on normal commercial

terms. NZME Radio, which was previously owned by

the ARN, was acquired by an entity within the

NZME Group on 24 June 2016. Refer to Note 6.1

for further details.


OWNERSHIP

INTEREST

2016

OWNERSHIP

INTEREST

2015

Chinese New Zealand Herald Limited

A

50%

-

Eveve New Zealand Limited

A

40%

-

KPEX Limited

A

25%

25%

New Zealand Press Association Limited

A

38.82%

38.82%

Restaurant Hub Limited

A

40%

-

The Beacon Printing & Publishing Company Limited

A

21%

21%

The Gisborne Herald Company Limited (held through Essex

Castle Limited as a trust company for NZME Publishing Limited)

A

49%

49%

The Radio Bureau

B

50%

50%

The Wairoa Star Limited

A

40.41%

40.41%

Ratebroker Limited

A

20%

-

The Newspaper Publishers Association of New Zealand Incorporated

C

-

-

Online Media Standards Authority Incorporated

C

-

-

New Zealand Press Council

C

-

-

Radio Broadcasters Association Incorporated

C

-

-

6.4.2 Associates, joint ventures and joint operations

The Group has the following associates, joint ventures and joint operations:

(A) These entities are classified as joint ventures or associates. Because the effects of equity accounting are immaterial, these investments are carried at

cost (refer note 6.4.3). (B) The Radio Bureau is classified as a joint operation and the Group has included its direct right to the assets, liabilities, revenues

and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses in these consolidated financial

statements.(C) These are bodies with which entities in the Group have memberships, but no ownership interest.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9697
6.4.3 Other financial assets

2016

$’000

2015

$’000

Shares in other corporations

5,988

34,291

Financial instrument held by Level 4 Partnership

-

94,095

Total other financial assets5,988

128,386

For the year ended 31 December 2016, shares in other corporations consist of investments in entities that are not

consolidated or equity accounted (see also note 6.4.2). These investments are carried at cost.

For the year ended 31 December 2015, shares in other corporations consisted of:

• Investments in entities that are not consolidated or equity accounted of $2,590,000 (see also note 6.4.2), and

•  Interests in other companies that are not consolidated or equity accounted, but was carried at fair value of

$31,701,000. This was disposed as part of the sale of the Group’s interest in ARN on 24 June 2016. Refer to

Note 6.1 for further details on the Demerger.

Accounting policies

Associates

Associates are all entities over which the Group has significant influence but not control or joint control. Material

investments in associates are accounted for in the consolidated financial statements using the equity method

of accounting, after initially being recognised at cost. The Group’s investment in associates includes goodwill

(net of any accumulated impairment loss) identified on acquisition.

Joint arrangements

Under NZ IFRS 11

Joint Arrangements investments in joint arrangements are classified as either joint operations

or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather

than the legal structure of the joint arrangement.

For material joint operations, the Group recognises its direct right to the assets, liabilities, revenues and

expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and

expenses. These have been incorporated in the financial statements under the appropriate headings.

Interests in material joint ventures are accounted for using the equity method (see below) after initially being

recognised at cost in the consolidated balance sheet.

Equity method of accounting

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter

to recognise the group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the

Group’s share of movements in other comprehensive income of the investee in other comprehensive income.

Dividends received or receivable from associates and joint ventures are recognised as a reduction in the

carrying amount of the investment.

When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,

including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has

incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the group and its associates and joint ventures are eliminated to

the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction

provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees

have been changed where necessary to ensure consistency with the policies adopted by the Group

The carrying amount of equity-accounted investments is tested for impairment whenever events or changes

in circumstances indicate that the carrying amount may not be recoverable. Where the effects of equity

accounting is immaterial, investments are carried at cost.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2016

$’000

2015

$’000

TOTAL REMUNERATION FOR DIRECTORS

AND OTHER KEY MANAGEMENT PERSONNEL :

Short term benefits

5,510

3,838

Post-employment benefits

-

125

Termination benefits

52

482

Share-based payments

144

315

5,70 6

4,760

7.1 RELATED PARTIES


7.1.1 Key management compensation

The table above includes remuneration of the Board of

Directors and the Executive Team, including amounts

paid to members of the Executive Team who left

during the year. Where a staff member was acting in

a position on the Executive Team, that portion of their

remuneration has been included in the table above.

The table excludes any dividends that may have been

received due to shares of the Company being held by

the Directors or other key management personnel.


7.1.2 Transactions with other related parties

The Company was, until the 29 June 2016, a wholly

owned subsidiary of the APN News & Media Limited

(“APN”) group. With the exception of transactions

relating to tax losses, transactions with Beacon Print

Limited and transactions relating to new associates and

joint ventures which includes transactions for the full

year, the transactions with related parties as described

below include transactions up to 29 June 2016, the date

on which these parties ceased being related parties to

the Group.


Since 31 December 2015, amounts due from related

parties of $304,931,000 and amounts due to related

parties of $322,304,000 have been settled as reported

in the interim financial statements for the six months

ended 30 June 2016, with a significant portion of the

settlement occurring as part of the Internal Restructure

(refer to Note 6.1 for further details).


During the period, the Group charged interest of

$358,780 (2015: $1,032,232) to Biffin Pty Ltd a member

of the APN Group. Biffin Pty Ltd charged management

fees to NZME Holdings Limited (previously: APN Holdings

NZ Limited) of $611,056 (2015: $2,050,000). A Group

company, NZME Holdings Limited charged shared

services fees totalling $1,456,000 (2015: $2,258,000) to

related parties. The Group purchased print services worth

$4,134,000 (2015: $4,949,000) from Beacon Print Limited,

a company in which the Group holds an interest in. Biffin

Pty Ltd repaid loans of $5,012,246 (2015: $104,990,779)

to Group companies and borrowed $nil (2015:

$3,452,707) from group companies.


Wilson & Horton Finance Pty Ltd, New Zealand Branch

(the “Branch”), charged royalty fees of $12,216,000

(2015: $22,853,000), advanced $13,200,000 (2015:

$17,762,603), repaid loans of $539,000 (2015: $297,000)

and charged interest of $2,765,000 (2015: $6,186,000) to

the Group. The Group charged the Branch, office rental

and service fees of $78,000 (2015: $168,000).

New Zealand entities within the Group received tax

losses from New Zealand entities outside the Group of

$nil (2015: $18,437,826) for consideration of $nil (2015:

$5,162,591). New Zealand entities in the Group offset

tax losses to New Zealand entities outside the Group

of $35,110,134 (2015: $650,905) for consideration of

$9,830,837 (2015: $182,253).


In November 2015, the Company, Fairfax Media, TVNZ

and MediaWorks launched a new local advertising

exchange service, KPEX Limited, offering media

agencies and clients a programmatic option for

purchasing online advertising. The group received

advertising revenue of $2,359,475 (2015: $84,788) and

paid commission of $358,782 (2015: $12,467).


During 2016, the Group acquired interests in certain

joint ventures and associates. The Group has entered

into commitments to provide future services to joint

ventures and associates (such as house advertising,

occupancy space at NZME offices, business as usual

finance and human resources support). During the year

such services were provided to Eveve, valued at $10,706

(2015:$nil), and Restaurant Hub, valued at $41,415

(2015:$nil). The outstanding balances for future services

are included in the table on the next page.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.0 OTHER NOTES

6.4.3 Other financial assets

9899
2016

RECEIVABLES

$’000

2015

RECEIVABLES

$’000

2016

PAYABLES

$’000

2015

PAYABLES

$’000

Balances with related party

Biffin Pty Limited

-

25,807

-

37,78 5

Media Tek Pty Limited

-

53,434

-

1,068

APN Newspapers Pty Limited

-

225,184

-

55,206

NZME Educational Media Limited

-

216

-

1,428

Wilson & Horton Finance Pty Limited

– New Zealand Branch

-

-

-

153,224

APN News & Media Limited

-

-

-

67,898

KPEX Limited

750

-

113

-

Chinese New Zealand Herald Limited

-

-

43

-

Eveve New Zealand Limited

-

-

194

-

Restaurant Hub Limited

-

-

604

-

Ratebroker Limited

-

-

1,70 0

-

Other related party balances

-

290

-

5,695

Total related party receivables and payables750

304,931

2,654

322,304

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.2 CONTINGENT LIABILITIES

7.2.1 Claims

Claims for damages are made against the Group from

time to time in the ordinary course of business. Sky

Network Television Limited initiated proceedings against

NZME Publishing Limited and other NZ media companies

alleging breaches of copyright in relation to the use of

rugby video footage in news stories. The Directors cannot

presently estimate a potential liability, if any. The Group

continues to defend this claim.

7.3 SUBSEQUENT EVENTS

Refer to note 1.4.2 for a description of events relating to

the proposed merger with Fairfax New Zealand.


The Directors are not aware of any other material events

subsequent to the balance sheet date.

7.4 NEW STANDARDS AND INTERPRETATIONS

ADOPTED IN THE CURRENT YEAR

The Group applied the following new or revised

pronouncements for the first time during the year.

None of these pronouncements had a material

impact on the disclosures or amounts recognised

in the Group’s consolidated financial statements.


Accounting for acquisitions of interests in joint

operations (amendments to NZ IFRS 11)

(effective 1 January 2016)

The amendment to NZ IFRS 11 clarifies the accounting for

the acquisition of an interest in a joint operation where

the activities of the operation constitute a business.


XRB A1 Application of the accounting standards

framework (effective 1 January 2016)

XRB A1 Application of the Accounting Standards

Framework supersedes all previous versions of XRB

A1. This final version of XRB A1 does not change the

requirements of the accounting standards framework,

however the XRB took the opportunity to

remove duplications and clarify the meaning

of public accountability.

Amendments to for-profit accounting standards as

a consequence of XRB A1 and other amendments

(effective 1 January 2016)

Amendments to clarify minor points, align terminology

with that used in XRB A1, amend RDR concessions and

update for editorial changes in various accounting

standards, including NZ IFRS 1, NZ IFRS 4, NZ IAS 1,

NZ IAS 8, NZ IAS 33, NZ IAS 34, FRS-43 and FRS-44.

All other new standards, interpretations and amendments

are either not applicable to the Group or not material.

7.5 STANDARDS AND INTERPRETATIONS ISSUED

BUT NOT YET EFFECTIVE

NZ IFRS 15 Revenue from contracts with customers

replaces NZ IAS 18 and NZ IAS 11 and is effective for

periods commencing 1 January 2018. The new standard is

based on the principle that revenue is recognised when

control of a good or service transfers to a customer. The

notion of control therefore replaces the existing notion of

risks and rewards.


NZ IFRS 16

Leases replaces NZ IAS 17 and is effective

for periods commencing 1 January 2019. It requires a

lessee to recognise a lease liability reflecting future lease

payments and a “right-of-use asset” for virtually all lease

contracts. Included is an optional exemption for certain

short-term leases and leases of low-value assets

for lessees.

The impact that these standards will have on

the Group’s financial statements has not yet

been determined.

All other standards, interpretations and amendments

issued but not yet effective are either not applicable

to the Group or not material.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

100101

PricewaterhouseCoopers, 188 Quay Street, Private Bag 92162, Auckland 1142, New Zealand

T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz

Independent auditor’s report

To the shareholders of NZME Limited

The consolidated financial statements comprise:

• the balance sheet as at 31 December 2016

• the income statement for the year then ended

• the statement of comprehensive income for the year then ended

• the statement of changes in equity for the year then ended

• the statement of cash flows for the year then ended

• the notes to the financial statements, which include a summary of significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements of NZME Limited (the Company), including its

subsidiaries (the Group), present fairly, in all material respects, the financial position of the Group as

at 31 December 2016, its financial performance and its cash flows for the year then ended in

accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)

and International Financial Reporting Standards (IFRS).

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 consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised)

Code of Ethics for Assurance Practitioners (PES 1) issued by the New Zealand Auditing and Assurance

Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in

accordance with these requirements.

Our firm carries out other services for the Group in the areas of taxation compliance and advisory

services, tax pooling services, advisory services in connection with the potential merger with Fairfax,

and other assurance services. The provision of these other services has not impaired our

independence as auditor of the Group.


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Our audit approach

Overview


An audit is designed to obtain reasonable assurance whether the financial

statements are free from material misstatement.

Overall Group materiality: $1,865,000, which represents 5% of profit before

tax from continuing operations excluding one-off items of the Group.

We chose profit before tax as the benchmark because, in our view, it is the

benchmark against which the performance of the Group is most commonly

measured by users, and is a generally accepted benchmark. We have adjusted

this benchmark for one-off transactions to reduce volatility and to reflect the

underlying performance of the Group.

Our key audit matters are:

• Accounting for the demerger of NZME from APN News & Media Limited

• Impairment testing of intangible assets.

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality,

including the overall Group materiality for the consolidated financial statements as a whole as set out

above. These, together with qualitative considerations, helped us to determine the scope of our audit,

the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both

individually and in aggregate on the consolidated financial statements as a whole.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial

statements and our application of materiality. 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.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an

opinion on the consolidated financial statements as a whole, taking into account the structure of the

Group, the accounting processes and controls, and the industry in which the Group operates.


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Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current year. These matters were addressed in

the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How our audit addressed the key audit matter

Accounting for the demerger of NZME

from APN News & Media Limited

As set out in note 6.1, on 29 June 2016, the

group completed the demerger of 100% of

NZME Limited Group (NZME) from APN

News and Media Limited (APN). This was a

significant event for the Group and, prior to

the demerger, required a complex internal

restructure to separate and align the

relevant businesses, assets and liabilities

within the respective entities. The internal

restructure involved:

• The acquisition of businesses, as

detailed in note 6.1, by NZME from

APN. These were accounted for as

common control transactions using the

predecessor values method. The

difference between the consideration

paid, which management determined

was the best estimate of the fair value of

the businesses, and the predecessor

values was recorded as a reduction to

equity of $51.9m.

• The sale of businesses, as detailed in

note 6.1, by NZME to APN resulted in

the recognition of a gain on disposal in

the Income Statement of $127.2m. This

was the difference between the carrying

value of the net assets disposed and the

consideration of $682.7m which

management determined was the best

estimate of the fair value of the

businesses.

• The acquisition of masthead brands as

detailed in note 6.1 by NZME from APN

for consideration of $147.0m which was

determined based on management’s

best estimate of the fair value of the

masthead brands. These were

accounted for as asset acquisitions and

the acquired assets recorded at cost.

Our audit procedures included obtaining an

understanding of each phase of the restructure and

demerger, including understanding the accounting

treatment adopted by management.

We performed audit procedures over the demerger and

allocation of assets and liabilities to ensure these

followed the legal execution of all steps in the

transaction. We ensured that the accounting for each

step of the transaction met the requirements of NZ

accounting standards.

Specifically, we performed the following procedures:

• Obtained copies of all relevant contracts,

agreements, and valuations.

• Assessed whether the recognition of business sales

as common control transactions was supported by

contracts and was consistent with the

requirements of NZ accounting standards.

• Recalculated the amount recorded in equity in

relation to the businesses acquired.

• Agreed the consideration amounts to supporting

contracts, and the predecessor values to the

underlying accounting records of the businesses

acquired.

• Recalculated the gain on disposal of businesses.

• Agreed the net assets derecognised to the carrying

value of the assets and liabilities disposed as at the

date of disposal, and the consideration amounts to

supporting contracts.

• Agreed the terms and conditions of the acquisition

of the masthead brands, including the acquisition

price to the legal agreements entered into.

• Assessed the related tax implications including the

treatment of the gain on disposal for tax purposes.

• Agreed the actual cash flows associated with the

transaction to supporting contracts.

Examined the disclosures in note 6.1 and 5 of the

financial statements to ensure that it was accurate and

compliant with the requirements of NZ accounting

standards.


PwC 

Key audit matter How our audit addressed the key audit matter

Impairment testing of intangible assets

As outlined in note 3.1, total non-

amortising intangible assets, including

goodwill ($70.8m), masthead brands

($147.0m), and brands ($59.1m) have a

carrying value of $276.8m at 31 December

2016 and represent 57% of total assets.

Management utilised a value in use

methodology to determine the value of the

business using discounted cash flows and

performed an impairment assessment of

the goodwill and non-amortising intangible

assets. This assessment is complex in

nature and includes key estimates and

assumptions made by management,

particularly in the following areas:

• The assessment of cash generating

units (CGUs) – management have

determined that the NZME business

constitutes one CGU.

• Expected future trading results –

management have based these on

budgets and forecasts which have been

approved by the Board of Directors.

• The weighted average cost of capital

used as the discount rate in the model –

management have applied a rate of

9.5%.

• The expected long term growth rate –

management have applied a rate of 0%.

• Considering sensitivity by determining

and forecasting other reasonably

possible scenarios and assessing the

impact on the valuation of these

scenarios.

In their assessment management

determined that the model was most

sensitive to the ratio of growth in digital

revenue as compared to the decline in print

revenue.

The impairment assessment completed by

management for 2016 calculated the value

of the business as higher than the carrying

value of applicable net assets and no

impairment was identified.

We considered management’s identification of cash

generating units by gaining an understanding of the

business, how it is managed, and how the results are

reported to management and the directors.

We tested the calculation of the valuation model

including the inputs and mathematical accuracy of the

model and comparison to the relevant net assets value

of the Group.

We also assessed key estimates and assumptions made

by management. Our audit procedures included the

following:

• We gained an understanding of the business

process applied by management in determining

whether there are any indicators of impairment in

the value of goodwill and non-amortising

intangible assets.

• We agreed the future cash flows included in

management’s model to the budgets and forecasts

approved by the Board of Directors.

• We considered the reasonableness of key

assumptions in the cash flow forecasts, in

particular revenue growth and the profile of print

and digital revenues, forecast margins and

terminal growth rates. We considered these with

reference to historic performance of the Group, key

initiatives being undertaken and comparison to

results of comparable companies and available

broker reports.

• We engaged an independent expert to recalculate

the weighted average cost of capital used as the

discount rate in the model and determined that the

rate used by management was within a reasonable

range.

• We considered management’s sensitivity analysis

and in particular the assumptions associated with

digital and print revenues. For each of the

scenarios we tested the mathematical accuracy of

the model, the changes made, and the impact of

those changes on the valuation.

We reviewed the disclosure in the financial statements

to ensure that this is compliant with the requirements

of NZ accounting standards.

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PwC 6

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 Julian Prior.

For and on behalf of:




Chartered Accountants Auckland

23 February 2017


PwC 

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. Our opinion on the consolidated financial

statements does not cover the other information included in the annual report and we do not, and will

not, express any form of assurance conclusion on other information. At the time of our audit, there

was no other information available to us.

In connection with our audit of the consolidated financial statements, if other information is included

in the annual report, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the consolidated financial statements or

our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the

work we have performed on the other information that we obtained prior to the date of our auditor’s

report, we conclude that there is a material misstatement of this other information, we are required to

report that fact.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of

the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal

control as the Directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the

Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Directors either intend to liquidate

the Group or to cease operations, or have no realistic alternative but to do so.


Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial

statements, as a whole, are free from material misstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs 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 consolidated 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://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

106
Directory

REGISTERED ADDRESS

NZME Limited

2 Graham St

Auckland 1010

New Zealand

REGISTERED OFFICE CONTACT DETAILS

POSTAL ADDRESS: Private Bag 92192

Victoria St West

Auckland 1142

New Zealand

PHONE: +64 9 397 5050

WEBSITE: www.nzme.co.nz

EMAIL: Investor_Relations@nzme.co.nz

AUDITORS

PricewaterhouseCoopers

PRINCIPAL BANKERS

Westpac

PRINCIPAL SOLICITORS

Chapman Tripp

SHARE REGISTRY

Link Market Services

SHARE REGISTRY CONTACT DETAILS

Inquiries about the Shares may be made to the Registrar:

WEBSITE: www.linkmarketservices.co.nz

EMAIL: enquiries@linkservices.co.nz

STREET ADDRESS: Level 11, Deloitte House,

80 Queen Street, Auckland

POSTAL ADDRESS: PO Box 91976,

Auckland 1142

Phone: 09 375 5998

Fax: 09 375 5990

108

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